The professional membership agreement.

WLS appoints the member as a vetted and verified service provider on the WLS platform.

The member warrants that they are qualified in the area under which they are registered on this platform, and that they are in good standing with their professional body or association for the duration of this agreement.

• The member provides professional services within the scope of their pillar, as set out in Annexure A.
• The member responds to case requests within 24 hours and delivers work by the agreed deadlines.
• The member warrants that they hold all required licences, professional indemnity insurance and ethical clearance from their association.

The fee for every case booked through the platform divides as follows.

75% to the member

Released within 7 days of the client signing an authority to release funds.

20% to WLS

The platform fee.

5% to the association

Remitted to the member's association monthly, with an accompanying statement.

The client pays the agreed fee into the trust account before work starts.

The member agrees not to solicit off platform payments. Breach of this term results in immediate termination of this agreement and forfeiture of any payments due to the member.

• The member agrees to the WLS acceptable use policy, take down policy and other policies.
• The member observes the highest standards of professional ethics and remains bound by their own association's code of conduct and ethics.
• The member maintains confidentiality in all cases, avoids conflicts of interest, and reports any conflict or possible conflict to management within 24 hours of discovering it.

Because the member deals with clients largely over the internet, the member agrees to strict verification procedures and consents to the disclosure of personal information on qualifications, experience, bank details for payment purposes, identity documents, passports, emails and related information. That information is used strictly for verification, payment, and matching the member to clients.

• WLS verifies the status and standing of the member with their association annually, in December of each year.
• If the association suspends or expels the member, their profile is taken down within 24 hours of written notice from the association.
• WLS may suspend or ban a member for breach of any policy, after 7 days notice and a 14 day appeal period.

• The member is solely liable for the quality of their services, for professional negligence, and for the outcomes of their work.
• WLS is not a law firm but a legal marketplace grouping lawyers and associated professionals under one platform. It is not liable for the member's professional negligence.
• The member indemnifies WLS against all claims arising from the member's work.

• The member consents to WLS using their name, profile and credentials for marketing purposes.
• Case documents remain confidential. WLS may use anonymised data for reporting.
• The platform, the brand and the matching algorithms are WLS intellectual property.

• This agreement runs for an initial period of 12 months, renewing annually if the member still meets the requirements for registration.
• Either party can terminate on 30 days written notice.
• WLS can terminate immediately for fraud, off platform payments, or expulsion by the association.

Registration does not prohibit the member from continuing with employment elsewhere, because this is a marketplace and not a law firm. The member acknowledges that they are not employed by WLS and may not expect employment benefits.

• Any dispute under this agreement goes to arbitration if the parties fail to resolve it within 7 days of it arising.
• The governing law is the law of Zimbabwe.
• The city of arbitration is Harare, Zimbabwe.

To activate a profile, the member must have done all of the following.

• Uploaded their association membership certificate.
• Uploaded their identity document or passport.
• Uploaded proof of experience.
• Signed this agreement.
• Uploaded proof of professional indemnity insurance.

• Payment within 7 days of a request.
• Payment of the 5% levy to the member's association.
• Security of fees, which are held in the trust account.

Each of the following is a clause of this agreement in its own right.

Platform immunity

The member acknowledges that WLS is a technology marketplace only. It does not provide professional advice. All liability for advice, errors or case outcomes rests solely with the member. Client claims must be made against the member and their professional indemnity.

Association dependency

Verification of a member's status and standing depends entirely on information from the member and their association. WLS is not liable if the member or the association provides false membership, standing or qualification data. The member takes liability for impersonation and for providing false data.

Off platform penalty

A member proven to have taken a WLS client off the platform pays a penalty equal to three times the amount WLS would have earned on that case, and is permanently banned.

Holding of funds and chargebacks

WLS may hold funds on behalf of both client and member for 45 working days where fraud is suspected or during a police investigation. WLS is not liable for bank charges on client cards.

No guarantee of volume

WLS does not guarantee any number of cases from this platform, nor any income the member may generate from it.

Ratings and content ownership

All reviews, ratings and case data are owned by WLS. The member may not copy them for use elsewhere. WLS can remove fake reviews at its discretion, and a member who manipulates reviews is fined USD 5,000.

Media and public relations

The member may not speak to the press about WLS cases without written authority, and must refer all media to WLS.

Compliance right

WLS may refuse any client, case or payout where it suspects money laundering, a sanctions breach or illegal activity, and reports the matter to the authorities as required by law.

Data breach protocol

In the event of a data breach WLS notifies within 72 hours. Liability is capped at the total fees paid by the client in the preceding 6 months.

Know your customer and refusal

WLS reserves the right to refuse service, to freeze funds held, or to close any account without liability where it suspects fraud, identity theft or a sanctions breach, and to report the matter to the authorities.

Force majeure and technical failure

WLS is not liable for delays or failures caused by internet outage, bank failure, load shedding, cyber attack or acts of God.

Non circumvention

For 24 months after a case is finalised, the member agrees not to work with that WLS client directly or indirectly outside the platform.

Exclusivity of process

All disputes, payments and communications relating to a case introduced by WLS must go through the platform for the duration of that case.

Winding up or acquisition

If WLS winds up or is sold, all funds held in trust are returned to clients within 14 days, after all association dues are paid. WLS accepts no liability beyond the balances held in trust. On an acquisition or merger, member contracts and trust funds remain valid.

Client indemnity

The member indemnifies WLS against any third party claim arising from documents the member uploads.

Association primacy

All professional standards, discipline and licensing are governed exclusively by the member's association. WLS verifies membership and standing only. A complaint about a member's professional conduct is filed with WLS for mediation and onward transmission to their professional body.

Tax responsibility

The member charges fees inclusive of tax in accordance with the law of their jurisdiction, and states in the fee note the amount that represents tax. The member is responsible for their own tax.

Performance bond

For cases over USD 20,000, WLS may require the member to provide a performance guarantee or to accept staged payments.

Any variation of this agreement has no force or effect unless it is reduced to writing and acknowledged by both parties.

• Active membership in good standing with your association.
• Professional indemnity insurance of at least USD 50,000.
• Agreement to the WLS terms and code of conduct.

This article is not part of the agreement. It is here because the payment clause above describes a settlement model that the platform does not yet implement, and a member should know that before they sign anything.

• The fee split is not applied. The whole fee currently settles to the professional, and neither the 20% platform fee nor the 5% association levy is deducted.
• Settlement runs five business days after payment clears, on a database trigger, and is released by an administrator. It does not wait for a client authority to release payment.
• The annual December verification with associations is done by hand. There is no automatic feed from any association.

Where this article and the payment clause disagree, this article is what actually happens. It comes down when the settlement code matches the agreement.