Terms of Service - Legal Practice Management Platform

Last Updated: July 21, 2025

1. Introduction and Agreement

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between Kitamizi Limited ("Company," "we," "us," or "our") and you ("User," "you," or "your"), governing your access to and use of our legal practice management platform, Wakili CRM ("Platform," "Service," or "Software").

IMPORTANT: By accessing, registering for, or using our Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into this Agreement on behalf of a law firm, legal organization, or other entity, you represent and warrant that you have the authority to bind such entity to these Terms.

Authorized Use Notice: This Platform is designed for legal practice management and client services, including use by:

• Legal Professionals: Attorneys, advocates, solicitors, and other licensed legal practitioners
• Law Firm Personnel: Paralegals, legal assistants, administrative staff, and other authorized employees
• Clients: Individuals and entities who are receiving or have received legal services from firms using this Platform
• Authorized Third Parties: Expert witnesses, consultants, and other parties specifically authorized by legal professionals for particular matters

Use of this Platform for purposes unrelated to legal services delivery or client-attorney relationships is prohibited.

2. Definitions

For purposes of this Agreement:

• "Authorized Users" means attorneys, paralegals, legal assistants, law firm personnel, clients, and other individuals specifically authorized by a Subscribing Firm to access the Platform for legal service purposes.
• "Client Data" means all information, documents, communications, and other data relating to clients and legal matters uploaded to or processed through the Platform.
• "Client Users" means individuals or entities who are receiving legal services from Subscribing Firms and have been granted access to client portal features.
• "Confidential Information" means all non-public, proprietary information disclosed by either party, including but not limited to client information, case strategies, and Platform technical specifications.
• "Legal Matter" means any case, transaction, or other legal work undertaken by a Subscribing Firm.
• "Professional Conduct Rules" means the applicable rules of professional conduct, ethics opinions, and disciplinary rules governing the practice of law in relevant jurisdictions.
• "Subscribing Firm" means the law firm, legal organization, or individual attorney that has subscribed to use the Platform and grants access to Client Users.

3. Eligibility and Account Requirements

3.1 User Categories and Requirements

Legal Professionals: Primary account holders must be:

• A licensed attorney in good standing in at least one jurisdiction
• A qualified legal professional authorized to practice law
• A law firm or legal organization with appropriate professional licensing
• An authorized representative of a qualifying legal entity

Law Firm Personnel: Staff members authorized by legal professionals, including paralegals, legal assistants, and administrative personnel.

Client Users: Individuals or entities who:

• Are receiving or have received legal services from a Subscribing Firm
• Have been specifically granted access by their legal representative
• Agree to use the Platform solely for communication and collaboration related to their legal matter(s)
• Understand that Platform use does not create an attorney-client relationship with Kitamizi Limited

3.2 Account Registration

To access the Platform, you must:

• Provide accurate, current, and complete information during registration
• Verify your professional credentials and licensing status
• Maintain and promptly update account information
• Comply with applicable bar admission and professional conduct requirements
• Ensure all Authorized Users meet eligibility requirements

3.3 Account Security

You are responsible for:

• Maintaining the confidentiality of login credentials
• All activities that occur under your account
• Implementing multi-factor authentication where available
• Immediately notifying us of any unauthorized access
• Regularly reviewing user access permissions

4. Platform Services and Features

4.1 Core Services

Subject to these Terms, we provide access to:

• Case Management: Tools for organizing and managing legal matters, client information, and case documents
• Document Management: Secure storage, organization, and collaboration tools for legal documents
• Client Portal: Secure communication, document sharing, case updates, and billing transparency for clients
• Time Tracking and Billing: Tools for recording billable time, expense tracking, and invoice generation
• Calendar and Scheduling: Case deadlines, court dates, appointments, and task management
• Communication Tools: Secure messaging, video conferencing, and collaboration features for legal teams and clients
• Reporting and Analytics: Practice management insights and performance metrics
• Court Integration: Electronic filing and court system integration (where available)
• Trust Accounting: Trust account management and IOLTA compliance tools (where applicable)

4.2 Professional Compliance Tools

• Conflict of interest screening and management
• Attorney-client privilege protection controls
• Professional conduct rule compliance monitoring
• Bar requirement tracking and deadline management
• Client communication and consent management

4.3 Third-Party Integrations

The Platform may integrate with third-party services including:

• Court electronic filing systems
• Legal research platforms
• Accounting and financial management systems
• Document review and e-discovery platforms
• Communication and video conferencing tools

5. User Responsibilities and Acceptable Use

5.1 Legal Professional Obligations

Legal professionals using this Platform acknowledge and agree that:

• You remain solely responsible for compliance with all applicable Professional Conduct Rules
• You will maintain attorney-client privilege and confidentiality obligations
• You will obtain appropriate client consent for use of the Platform where required
• You will implement reasonable security measures to protect client information
• You will supervise all Authorized Users under your control
• You will not use the Platform in any manner that violates professional ethics

5.2 Client User Responsibilities

Client Users acknowledge and agree that:

• Platform access is granted by your legal representative for specific legal matter(s)
• You will use the Platform solely for communication and collaboration related to your legal representation
• You will maintain confidentiality of login credentials and Platform content
• You will not share Platform access with unauthorized individuals
• You understand that Kitamizi Limited is not your legal representative and does not provide legal advice
• Your attorney-client relationship remains with your legal representative, not with Kitamizi Limited
• You will promptly report any security concerns or unauthorized access

5.3 Prohibited Uses

You may not use the Platform to:

• Violate any applicable laws, regulations, or Professional Conduct Rules
• Infringe upon intellectual property rights of others
• Upload or transmit malicious code, viruses, or harmful software
• Attempt to gain unauthorized access to our systems or other user accounts
• Engage in activities that could damage, disable, or impair the Platform
• Share access credentials with unauthorized individuals
• Use the Platform for non-legal business purposes
• Reverse engineer, decompile, or attempt to extract source code
• Create derivative works based on the Platform
• Circumvent security measures or access controls

5.4 Data Quality and Accuracy

You are responsible for:

• Ensuring accuracy and completeness of all data entered into the Platform
• Regularly backing up critical client data
• Maintaining separate records as required by Professional Conduct Rules
• Validating automated calculations and generated documents
• Implementing quality control procedures for Platform use

6. Payment Terms and Billing

6.1 Subscription Fees

• Subscription fees are due in advance for the selected billing period
• Fees are non-refundable except as expressly stated in these Terms
• All fees are exclusive of applicable taxes, which are your responsibility
• We reserve the right to change fees with 30 days' advance notice

6.2 Payment Processing

• Payment must be made by credit card, ACH transfer, or other approved methods
• You authorize us to charge your payment method for recurring subscriptions
• Failed payments may result in service suspension or termination
• You must update payment information promptly when changes occur

6.3 Professional Services

Additional professional services (training, customization, data migration) are billed separately and subject to separate agreements.

7. Data Security and Confidentiality

7.1 Our Security Obligations

We implement and maintain:

• Industry-standard encryption for data in transit and at rest
• Multi-factor authentication and access controls
• Regular security audits and penetration testing
• Incident response and breach notification procedures
• Employee background checks and security training
• Compliance with SOC 2 Type II and ISO 27001 standards

7.2 Your Security Obligations

You must:

• Implement strong passwords and enable multi-factor authentication
• Limit Platform access to Authorized Users only
• Monitor user activity and review access logs regularly
• Report suspected security incidents immediately
• Maintain current contact information for security notifications
• Train all Authorized Users on security best practices

7.3 Attorney-Client Privilege Protection

We recognize the critical importance of attorney-client privilege and implement technical and administrative measures to preserve privilege, including:

• Segregated data storage and access controls
• Privilege tagging and protection features
• Audit trails for all access to privileged information
• Employee training on privilege protection requirements

8. Data Ownership and License

8.1 Your Data

You retain all rights, title, and interest in your Client Data and other information uploaded to the Platform. We do not claim ownership of your data and will not use it except as necessary to provide the Platform services.

8.2 License to Us

You grant us a limited, non-exclusive, non-transferable license to host, store, process, and transmit your data solely for the purpose of providing Platform services.

8.3 Data Processing Agreement

Our processing of personal data is governed by our Data Processing Agreement and Privacy Policy, which form part of these Terms.

8.4 Data Portability

You may export your data from the Platform at any time using our export tools. Upon termination, we will provide data export assistance for a period of 90 days.

9. Intellectual Property Rights

9.1 Our Intellectual Property

The Platform, including all software, designs, text, graphics, interfaces, and other materials, is protected by copyright, trademark, and other intellectual property laws. You may not:

• Copy, modify, distribute, or create derivative works
• Reverse engineer or attempt to extract source code
• Remove or modify proprietary notices
• Use our trademarks without prior written permission

9.2 Your Intellectual Property

You retain ownership of all intellectual property rights in content you create using the Platform, including case strategies, legal documents, and client communications.

9.3 Feedback and Suggestions

Any feedback, suggestions, or ideas you provide about the Platform become our property and may be used without compensation or attribution.

10. Service Level Agreement and Uptime

10.1 Availability Commitment

We strive to maintain Platform availability of at least 99.9% uptime per month, excluding:

• Scheduled maintenance (with advance notice)
• Emergency maintenance for security or stability
• Third-party service outages beyond our control
• Issues caused by user actions or configurations

10.2 Maintenance and Updates

• Scheduled maintenance will be announced at least 24 hours in advance
• We may deploy updates and patches without prior notice for security purposes
• Major feature updates will be communicated through appropriate channels

10.3 Service Credits

If monthly uptime falls below 99.9%, you may be eligible for service credits as detailed in our Service Level Agreement addendum.

11. Professional Compliance and Legal Requirements

11.1 Bar Compliance

You acknowledge that:

• Use of the Platform does not guarantee compliance with Professional Conduct Rules
• You remain solely responsible for meeting all professional obligations
• You must obtain required client consents for technology use
• You must implement appropriate conflict checking procedures
• You must maintain adequate malpractice insurance

11.2 Regulatory Compliance

The Platform is designed to support compliance with:

• Kenya Data Protection Act and applicable privacy laws
• Anti-money laundering (AML) and know your customer (KYC) requirements
• Trust account and IOLTA regulations (where applicable)
• Court rules and electronic filing requirements
• Professional conduct and ethics rules

11.3 Trust Account Management

If using trust account features:

• You remain solely responsible for trust account compliance
• You must implement appropriate controls and reconciliation procedures
• You must maintain separate records as required by applicable rules
• You acknowledge that the Platform provides tools but not legal advice

12. Third-Party Services and Integrations

12.1 Third-Party Providers

The Platform may integrate with third-party services. You acknowledge that:

• Third-party services are governed by their own terms and conditions
• We are not responsible for third-party service availability or performance
• You must comply with third-party terms when using integrated services
• Integration availability may change without notice

12.2 Court Systems Integration

Electronic filing and court system integrations are subject to:

• Court system availability and requirements
• Applicable court rules and procedures
• Your responsibility to verify successful filing
• Potential additional fees from court systems

13. Limitation of Liability and Disclaimers

13.1 Service Disclaimer

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13.2 Professional Services Disclaimer

THE PLATFORM IS A TECHNOLOGY TOOL AND DOES NOT CONSTITUTE LEGAL ADVICE. WE ARE NOT A LAW FIRM AND DO NOT PROVIDE LEGAL SERVICES. YOU ARE SOLELY RESPONSIBLE FOR YOUR PROFESSIONAL JUDGMENTS AND LEGAL DECISIONS.

13.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE PLATFORM IN THE 12 MONTHS PRECEDING THE CLAIM. WE SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR USE
• BUSINESS INTERRUPTION OR LOST OPPORTUNITIES
• PROFESSIONAL LIABILITY OR MALPRACTICE CLAIMS
• DAMAGES ARISING FROM THIRD-PARTY SERVICES OR INTEGRATIONS

13.4 Professional Insurance

You acknowledge the importance of maintaining adequate professional liability insurance to cover your use of technology tools in legal practice.

14. Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of:

• Your use of the Platform in violation of these Terms
• Your violation of applicable laws or Professional Conduct Rules
• Professional services you provide using the Platform
• Negligent or wrongful acts in connection with your use of the Platform
• Claims by your clients related to your use of the Platform
• Violation of third-party rights, including intellectual property rights

15. Term and Termination

15.1 Term

This Agreement begins when you first access the Platform and continues until terminated in accordance with these Terms.

15.2 Termination by You

You may terminate your subscription at any time by:

• Providing written notice of cancellation
• Following the cancellation procedures in your account settings
• Ensuring all data is exported or backed up before termination

15.3 Termination by Us

We may terminate your access immediately for:

• Material breach of these Terms
• Non-payment of fees
• Violation of Professional Conduct Rules affecting Platform use
• Suspension or revocation of your professional license
• Engaging in prohibited activities or misuse of the Platform

15.4 Effect of Termination

Upon termination:

• Your access to the Platform will be immediately suspended
• You will have 90 days to export your data
• We will delete your data after the retention period (subject to legal requirements)
• Outstanding fees become immediately due and payable
• Confidentiality obligations survive termination

15.5 Data Retrieval

After termination, we will provide reasonable assistance in data export for up to 90 days, after which data may be deleted from our systems (except where retention is required by law).

16. Privacy and Data Protection

Our collection, use, and protection of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. Key privacy principles include:

• Compliance with applicable data protection laws
• Protection of attorney-client privileged communications
• Secure data processing and storage
• Transparent data handling practices
• Individual rights and data subject protections

17. Dispute Resolution and Governing Law

17.1 Governing Law

These Terms are governed by the laws of Kenya, without regard to conflict of law principles. Any disputes relating to the Platform or these Terms shall be resolved in the courts of Kenya.

17.2 Alternative Dispute Resolution

Before pursuing litigation, the parties agree to attempt resolution through:

1. Direct Negotiation: Good faith discussions between the parties
2. Mediation: Binding mediation with a mutually agreed mediator
3. Arbitration: Arbitration under the rules of the Chartered Institute of Arbitrators (Kenya)

17.3 Professional Conduct Disputes

Disputes involving Professional Conduct Rules or ethics matters may require resolution through appropriate bar disciplinary authorities in addition to contractual dispute resolution.

18. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including:

• Natural disasters, acts of God, or extreme weather events
• War, terrorism, civil unrest, or government actions
• Epidemics, pandemics, or public health emergencies
• Internet or telecommunications failures
• Third-party service provider outages
• Cyberattacks or security incidents

19. Modifications and Updates

19.1 Terms Updates

We may modify these Terms at any time. Material changes will be communicated through:

• Email notification to all account holders
• Prominent notice within the Platform
• 30 days' advance notice for significant changes
• Opportunity to review and accept updated Terms

19.2 Platform Updates

We continuously improve the Platform through updates that may include:

• New features and functionality
• Security enhancements
• Performance improvements
• Bug fixes and stability updates
• Compliance updates for regulatory changes

20. Miscellaneous Provisions

20.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable service addenda, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

20.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

20.3 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

20.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

20.5 Professional Relationship

Nothing in these Terms creates an attorney-client relationship, partnership, joint venture, or agency relationship between the parties.

20.6 Survival

Provisions relating to intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution survive termination of these Terms.

21. Contact Information and Legal Notices

All legal notices, questions about these Terms, or requests for information should be directed to:

Legal Department
Kitamizi Limited
[Physical Address]
Email: legal@wakilicrm.com
Phone: [Legal Department Phone]

Customer Support
Email: support@wakilicrm.com
Phone: [Support Phone Number]
Hours: [Business Hours]

Professional Compliance Inquiries
Email: compliance@wakilicrm.com
For questions related to professional conduct and ethics compliance

22. Acknowledgment and Acceptance

BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR YOUR LAW FIRM.

For Law Firm Administrators: You represent and warrant that you have the authority to bind your firm to these Terms and that you will ensure all Authorized Users are aware of and comply with these Terms and applicable Professional Conduct Rules.

Professional Acknowledgment: You acknowledge your continuing professional obligations to protect client confidentiality, maintain competence in technology use, and comply with all applicable Professional Conduct Rules in your jurisdiction(s).

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Last Updated: July 21, 2025
Effective Date: [Effective Date]
Version: 1.0
Document ID: TOS-LPMS-2025-001