These Terms and Conditions for Service Providers (the “Agreement”) constitute a legally binding agreement between 247 Tech & Infrastructures Limited, a company incorporated under the laws of the Federal Republic of Nigeria, having its registered office at _____________________ (“Legally Logistics”, “we”, “our”, or “us”), and each Service Provider (defined below) who accesses, registers with, or provides logistics-related services through the Legally Logistics platform, accessible via https://logistics.legallyng.com/ and the Legally Logistics mobile applications (collectively, the “Platform”).
By applying for onboarding, completing registration, or by providing services through the Platform, the Service Provider acknowledges and agrees to be bound by the terms of this Agreement, together with all applicable policies, schedules, and annexures incorporated herein by reference. This Agreement governs the relationship between Legally Logistics and Service Providers, including parcel shops, drivers, riders, depots, and any other approved logistics partners (collectively, “Service Providers”).
The Platform functions solely as a digital aggregator and facilitator connecting users, senders, and recipients with Service Providers. Legally Logistics does not itself provide parcel delivery, storage, last-mile delivery, return logistics, or related physical services, and nothing in this Agreement shall be construed as creating an employment, agency, joint venture, or partnership relationship between Legally Logistics and any Service Provider.
Service Providers are required to carefully read, understand, and accept the terms of this Agreement prior to engaging with the Platform. Failure to accept or comply with these terms shall result in denial or termination of access to the Platform.
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions
1.1.1. For the purposes of this Agreement, unless the context otherwise requires:
1.1.1.1. “Account” means the electronic profile created by a Service Provider on the Platform for the purpose of providing Services.
1.1.1.2. “Agreement” means these Terms and Conditions for Service Providers, together with all schedules, annexures, policies, and guidelines issued by Legally Logistics from time to time.
1.1.1.3. “Applicable Laws” means all laws, statutes, regulations, by-laws, guidelines, directives, and codes of practice in force in Nigeria that apply to the provision of Services, including but not limited to road traffic laws, postal regulations, tax laws, and anti-bribery/anti-corruption laws.
1.1.1.4. “Confidential Information” means all information, whether oral, written, electronic, or in any other form, relating to Legally Logistics, its users, or other Service Providers, which is not in the public domain, including but not limited to operational data, pricing, business models, and customer details.
1.1.1.5. “Depot” means any warehouse, hub, or central storage facility approved and registered on the Platform for consolidation and distribution of parcels.
1.1.1.6. “Driver/Rider” means any individual approved and registered on the Platform who undertakes pick-up, carriage, and delivery of parcels using a motor vehicle, motorcycle, bicycle, or any other permitted means of transport.
1.1.1.7. “Force Majeure Event” means an event beyond the reasonable control of a Party, including but not limited to natural disasters, fire, flood, epidemic, acts of terrorism, governmental restrictions, labour disputes, and breakdown of telecommunications or internet services.
1.1.1.8. “Parcel Shop” means any authorised physical retail location, kiosk, or shop registered on the Platform for drop-off and pick-up of parcels by users.
1.1.1.9. “Platform” means the Legally Logistics website located at https://logistics.legallyng.com/, its mobile applications, APIs, and any associated digital interfaces operated by Legally Logistics.
1.1.1.10. “Receiver” means the individual or entity designated by a Sender to receive a parcel.
1.1.1.11. “Sender” means the individual or entity initiating a delivery request through the Platform.
1.1.1.12. “Services” means all logistics and delivery-related services, including pick-up, storage, last-mile delivery, return logistics, and any other related activity performed by Service Providers through the Platform.
1.1.1.13. “Service Provider” means parcel shops, drivers, riders, depots, and any other third party approved and onboarded by Legally Logistics to provide Services through the Platform.
1.1.1.14. “Wallet” means the digital wallet functionality within the Platform through which Service Providers’ earnings are credited and reconciled.
1.2. Interpretation
1.2.1. Headings are for convenience only and shall not affect interpretation.
1.2.2. Words importing the singular include the plural and vice versa.
1.2.3. References to a “person” include individuals, bodies corporate, partnerships, and other legal entities.
1.2.4. References to “including” or “includes” shall be deemed to be followed by “without limitation.”
1.2.5. In the event of any inconsistency between this Agreement and any policy or schedule, the provisions of this Agreement shall prevail unless expressly stated otherwise.
2. PARTIES, ELIGIBILITY AND ACCEPTANCE OF TERMS
2.1. This Agreement is entered into between Legally Logistics and each Service Provider who accesses, registers with, or provides Services through the Platform.
2.2. Only persons or entities who meet the following criteria are eligible to become Service Providers under this Agreement:
2.2.1. possess the legal capacity to enter into binding contracts under Nigerian law;
2.2.2. hold valid government-issued identification and, where applicable, corporate registration documents;
2.2.3. maintain all licences, permits, authorisations, and regulatory approvals required under Applicable Laws to provide logistics services (including driver’s licences, vehicle papers, or shop permits);
2.2.4. successfully complete Legally Logistics’ onboarding, verification, and background checks, including submission of security deposit as required; and
2.2.5. comply at all times with the operational, safety, and service standards set forth in this Agreement and related policies.
2.3. Service Providers who are not duly authorised or who provide false, misleading, or incomplete information during onboarding shall be immediately disqualified and barred from using the Platform.
2.4. By applying for onboarding, registering an Account, or providing Services through the Platform, you expressly acknowledge that you have read, understood, and agree to be bound by this Agreement and all policies issued by Legally Logistics from time to time.
2.5. Continued use of the Platform or provision of Services shall constitute ongoing acceptance of this Agreement, including any amendments made in accordance with Clause 27. If you do not agree to this Agreement, you must not register or provide Services on the Platform, and any attempt to do so shall be void and without effect.
2.6. Nothing in this Agreement shall be construed as creating an employment relationship, agency, joint venture, partnership, or franchise between Legally Logistics and any Service Provider. Each Service Provider operates as an independent contractor and shall be solely responsible for its personnel, vehicles, equipment, taxes, and compliance with Applicable Laws.
3. PLATFORM ROLE AND RELATIONSHIP
3.1. Legally Logistics operates the Platform as a neutral digital aggregator that connects users (Senders and Receivers) with Service Providers for the provision of parcel delivery, storage, last-mile delivery, return logistics, and related services. Legally Logistics does not itself perform any physical logistics services and is not a party to any delivery contract between a Sender, Receiver, and a Service Provider.
3.2. Service Providers acknowledge and agree that they are engaged as independent contractors. Nothing in this Agreement shall be deemed to create an employment, agency, joint venture, partnership, fiduciary, or franchise relationship between Legally Logistics and any Service Provider.
3.3. Service Providers shall have no authority to bind Legally Logistics, make representations on its behalf, or incur obligations in its name. Any such acts shall be void and shall render the Service Provider solely liable.
3.4. Each Service Provider shall be solely responsible for:
3.4.1. providing the Services with due care, skill, and diligence in accordance with this Agreement and Applicable Laws;
3.4.2. procuring and maintaining vehicles, equipment, facilities, and personnel necessary for the Services;
3.4.3. ensuring that all parcels are handled, stored, and delivered safely and securely; and
3.4.4. bearing all costs, taxes, and liabilities incurred in connection with the Services.
3.5. Nothing in this Agreement shall be interpreted to suggest that Service Providers acquire any ownership rights in the Platform. All rights, title, and interest in and to the Platform remain the exclusive property of Legally Logistics.
3.6. Service Providers agree to comply at all times with Legally Logistics’ operational guidelines, manuals, and any additional policies issued and amended by Legally Logistics in accordance with Clause 27 (Amendments).
4. ONBOARDING, KYC AND LICENSING
4.1. Each prospective Service Provider shall submit a complete application through the Platform, including all required documentation, such as government-issued identification, corporate registration certificates (where applicable), vehicle licences, permits, shop ownership/lease documents, and any other information reasonably requested by Legally Logistics.
4.2. Legally Logistics reserves the right to conduct identity verification, criminal background checks, financial background checks, and operational inspections before approving any Service Provider for onboarding.
4.3. As a condition for onboarding, Service Providers shall pay a refundable security deposit in such amount as may be prescribed by Legally Logistics from time to time.
4.4. The security deposit may be applied, in whole or in part, towards satisfaction of any unpaid liabilities, damages, penalties, or losses attributable to the Service Provider under this Agreement.
4.5. Subject to deductions, the balance of the security deposit shall be refunded within sixty (60) days of valid termination of this Agreement, provided the Service Provider has fully discharged its obligations.
4.6. Each Service Provider must maintain in full force and effect all licences, permits, consents, and approvals required under Applicable Laws to provide the Services.
4.7. Service Providers shall furnish evidence of valid licences and permits upon request by Legally Logistics and shall promptly notify Legally Logistics of any suspension, revocation, or expiry of such licences.
4.8. Service Providers shall ensure ongoing compliance with all onboarding requirements, including maintaining accurate and up-to-date information on the Platform.
4.9. Legally Logistics may conduct periodic audits or re-verification of Service Providers’ documents and operations to ensure continued eligibility.
4.10. Failure to maintain compliance shall entitle Legally Logistics to suspend or terminate the Service Provider’s Account in accordance with Clause 20 (Suspension and Termination).
5. ACCOUNT, CREDENTIALS AND SECURITY
5.1. Upon successful onboarding in accordance with Clause 4, each Service Provider shall be issued an Account on the Platform. The Account shall be personal to the Service Provider and is non-transferable. Multiple Accounts for the same Service Provider are strictly prohibited unless expressly authorised by Legally Logistics in writing.
5.2. Service Providers shall be provided with login credentials, API keys, or other authentication methods (collectively, “Credentials”) to access the Platform. Service Providers must treat Credentials as strictly confidential and shall not disclose, share, or transfer them to any third party. Any use of the Platform through the Service Provider’s Credentials shall be deemed the act of the Service Provider, and the Service Provider shall be fully liable for such use.
5.3. Service Providers are responsible for implementing appropriate technical and organisational measures to protect their devices, systems, and Accounts against unauthorised access, malware, and other security threats. Service Providers shall immediately notify Legally Logistics of any suspected or actual unauthorised use of their Credentials or Account. Legally Logistics shall not be liable for any loss or damage arising from unauthorised use of Credentials or Accounts unless such loss results directly from Legally Logistics’ gross negligence or wilful misconduct.
5.4. Legally Logistics reserves the right to suspend or restrict access to a Service Provider’s Account without prior notice if:
5.4.1. there is any suspected or actual breach of this Agreement;
5.4.2. fraudulent, unlawful, or unauthorised activity is detected; or
5.4.3. required for compliance with Applicable Laws or by order of a competent authority.
5.5. Upon termination of this Agreement in accordance with Clause 20 (Suspension and Termination), the Service Provider’s Account shall be permanently closed. Any outstanding balances or liabilities shall be settled in accordance with Clause 9 (Fees, Commissions, Deductions and Settlements).
6. OPERATIONAL OBLIGATIONS
6.1. Service Providers shall perform all Services with due skill, care, diligence, and professionalism, in accordance with industry best practices and Applicable Laws. Service Providers must comply with the delivery timeframes, package handling rules, and professional conduct standards prescribed by Legally Logistics from time to time.
6.2. Service Providers shall only accept tasks assigned through the Platform. Each parcel must be scanned or digitally acknowledged at the point of pick-up, transfer, or delivery, with proof of delivery recorded in the Platform. In the event of failed delivery, Service Providers must follow Legally Logistics’ return logistics or re-delivery protocols without deviation.
6.3. Parcels shall be handled securely, without tampering, delay, or misuse. Service Providers shall not open, alter, or interfere with any parcel, except as expressly permitted under Clause 7 (Prohibited Items & Packaging Standards) or Applicable Laws.
6.4. Service Providers and their personnel shall treat all users, Senders, and Receivers with courtesy and respect. Abuse, harassment, discrimination, or misconduct of any kind shall constitute a material breach of this Agreement.
6.5. Service Providers shall immediately report to Legally Logistics any accidents, theft, damage, or loss involving parcels, personnel, or vehicles. Reports must be submitted within twenty-four (24) hours of the incident, together with supporting documentation (photographs, police reports, witness statements, or other evidence as applicable).
6.6. For the avoidance of doubt, liability for loss or damage to parcels shall rest with the Service Provider (driver, rider, parcel shop, or depot) that last had custody or control of the parcel, without prejudice to the indemnities set out in Clause 21 (Indemnities, Disclaimers and Limitation of Liability).
7. PROHIBITED ITEMS AND PACKAGING STANDARDS
7.1. Service Providers shall not accept, handle, store, or deliver any parcels containing the following prohibited items:
7.1.1. illegal drugs, narcotics, or controlled substances;
7.1.2. weapons, firearms, explosives, ammunition, or hazardous materials;
7.1.3. counterfeit goods, stolen property, or goods infringing intellectual property rights;
7.1.4. currency, negotiable instruments, precious metals, precious stones, or high-value securities, unless expressly permitted by Legally Logistics in writing;
7.1.5. human or animal remains, live animals, or perishable biological substances;
7.1.6. obscene, defamatory, or unlawful materials; or
7.1.7. any other goods restricted or prohibited under Applicable Laws or expressly notified by Legally Logistics from time to time.
7.2. Legally Logistics may publish and update a detailed schedule of prohibited and restricted items (the “Prohibited Items Schedule”), which shall form part of this Agreement. Service Providers are required to review and comply with the latest version at all times.
7.3. Service Providers must refuse acceptance of any parcel suspected to contain prohibited items. Where legally mandated, Service Providers shall cooperate with lawful inspection, seizure, or investigation of parcels by regulatory or law enforcement authorities. Legally Logistics reserves the right to inspect or require inspection of parcels at any stage where there is reasonable suspicion of prohibited or non-compliant contents.
7.4. Service Providers must ensure that parcels are properly packaged and labelled by Senders in accordance with Legally Logistics’ packaging guidelines. Service Providers shall refuse parcels that are inadequately packaged, likely to leak, break, or otherwise cause damage during transit. Service Providers remain liable for loss or damage to parcels arising from failure to enforce packaging standards at the point of acceptance.
7.5. Any breach of this Clause by a Service Provider shall constitute a material breach of this Agreement and may result in immediate suspension or termination under Clause 20 (Suspension and Termination), in addition to forfeiture of security deposit and liability for damages.
8. SAFETY, VEHICLE AND PERSONNEL STANDARDS
8.1. All vehicles used by Service Providers for the provision of Services must be roadworthy, properly registered, insured as required under Applicable Laws, and regularly maintained. Service Providers shall ensure that vehicles are equipped with necessary safety equipment, including but not limited to functioning brakes, lights, helmets (for riders), and fire extinguishers where required. Legally Logistics reserves the right to inspect or require proof of vehicle roadworthiness and insurance at any time.
8.2. Service Providers shall ensure that all personnel engaged in the provision of Services:
8.2.1. hold valid licences and permits applicable to their role (including driver’s licences);
8.2.2. are medically fit, sober, and not under the influence of alcohol, drugs, or other intoxicants while on duty;
8.2.3. maintain professional appearance, behaviour, and conduct in accordance with Legally Logistics’ service standards; and
8.2.4. undergo background checks and verification as may be required during onboarding or periodically thereafter.
8.3. Service Providers remain fully responsible for the acts, omissions, negligence, or misconduct of their personnel.
8.4. Service Providers shall comply with all occupational health and safety requirements under Applicable Laws, including the use of personal protective equipment (PPE). Service Providers shall take reasonable steps to safeguard users, Senders, Receivers, and the public from harm arising from the provision of Services.
8.5. In the event of any accident involving a vehicle, parcel, or personnel, the Service Provider must immediately notify Legally Logistics and, where applicable, local law enforcement or emergency services. The Service Provider shall bear responsibility for any losses, claims, or damages arising out of accidents attributable to failure to comply with this Clause.
8.6. Failure to comply with this Clause shall entitle Legally Logistics to suspend or terminate the Service Provider’s Account under Clause 20 (Suspension and Termination) and to deduct from the Service Provider’s security deposit under Clause 4.3.
9. FEES, COMMISSIONS, DEDUCTIONS AND SETTLEMENTS
9.1. Service Providers acknowledge and agree that Legally Logistics shall deduct a commission or service fee (the “Commission”) from each completed transaction processed through the Platform. The rate and structure of the Commission shall be determined by Legally Logistics and may be revised from time to time in accordance with Clause 27 (Amendments).
9.2. Upon successful completion of a Service, the Service Provider’s Wallet shall be automatically credited with the applicable net earnings, being the Service fee less the Commission and any applicable deductions. Wallet balances may be withdrawn by Service Providers in accordance with the withdrawal procedures prescribed by Legally Logistics from time to time.
9.3. All Service Providers are solely responsible for the calculation, reporting, and payment of any and all applicable taxes, levies, or charges imposed by Nigerian tax authorities or other regulators. Legally Logistics may, where required by Applicable Laws, deduct or withhold taxes at source and remit the same to the relevant authorities.
9.4. Legally Logistics shall have the right, without notice, to set off or deduct from any amounts payable to the Service Provider any sums due to Legally Logistics, including but not limited to:
9.4.1. penalties for late delivery, misconduct, or breach of this Agreement;
9.4.2. compensation for loss, damage, or theft of parcels attributable to the Service Provider;
9.4.3. outstanding advances, loans, or other amounts owed by the Service Provider to Legally Logistics; and
9.4.4. statutory deductions, fines, or penalties imposed on Legally Logistics due to the acts or omissions of the Service Provider.
9.5. All transactions, settlements, and deductions shall be recorded within the Platform, and the Service Provider shall have access to a transaction history through its Account. In the event of any dispute regarding Wallet balances or settlements, the records maintained by Legally Logistics shall be final and conclusive, save for manifest error.
9.6. Wallet balances or any amounts held by Legally Logistics on behalf of Service Providers shall be non-interest-bearing.
10. CASH HANDLING, COD AND ESCROW FLOWS
10.1. Where a Sender or Receiver opts for Cash-on-Delivery (“COD”), the Service Provider who collects the cash shall act strictly as a collection agent of Legally Logistics. All COD amounts collected shall be deemed to be held in trust for Legally Logistics and the respective Sender, and not as the property of the Service Provider.
10.2. Service Providers shall remit all COD amounts collected to Legally Logistics in the manner and within the timelines prescribed by Legally Logistics. Any delay, misappropriation, or failure to remit COD funds shall constitute a material breach of this Agreement, entitling Legally Logistics to deduct such amounts from the Service Provider’s Wallet, security deposit, or other payable sums, without prejudice to additional remedies.
10.3. Where applicable, COD funds and other customer payments may be routed through an escrow account or payment gateway designated by Legally Logistics, and Service Providers shall comply with all escrow and reconciliation protocols issued by Legally Logistics.
10.4. Service Providers shall bear full liability for any loss, theft, or misappropriation of COD amounts collected while in their possession or control. Legally Logistics shall be entitled to recover such amounts through deductions, forfeiture of security deposit, legal action, or other remedies available under Applicable Laws.
10.5. Legally Logistics reserves the right to conduct periodic audits of Service Providers’ COD handling and related records. Service Providers shall fully cooperate and provide immediate access to all relevant records, receipts, and reconciliations.
10.6. Service Providers shall not deduct, withhold, or set off any amounts from COD collections against any sums allegedly owed to them by Legally Logistics or third parties.
11. CANCELLATIONS, RETURNS AND REVERSE LOGISTICS
11.1. Where a Sender cancels an Order before pickup, no payment shall be due to the Service Provider. If cancellation occurs after pickup, the Service Provider must immediately return the parcel to the Sender or to such location as directed by Legally Logistics, and no additional fees shall be payable unless expressly authorised by Legally Logistics.
11.2. In cases of failed delivery due to the Receiver being unavailable, refusal to accept the parcel, or provision of incorrect details by the Sender, the Service Provider shall follow the Platform’s reverse logistics protocols. Service Providers must not abandon parcels and shall be liable for any loss or damage arising from non-compliance.
11.3. Where a parcel is required to be returned to the Sender or redirected to another Receiver, the Service Provider shall handle such return or redirection with the same degree of care, diligence, and timeliness as an original delivery. Service Providers shall be compensated for authorised return logistics in accordance with the prevailing fee structure of Legally Logistics.
11.4. Where a Sender or Receiver is entitled to a refund due to failed or defective service, the corresponding amount shall be deducted from the Service Provider’s Wallet or security deposit, to the extent that the Service Provider is responsible for the failure.
11.5. All disputes relating to cancellations, returns, or reverse logistics shall be determined by Legally Logistics in its sole discretion, based on the records maintained within the Platform. The decision of Legally Logistics shall be final and binding, save in the case of manifest error.
12. CLAIMS, LOSS/DAMAGE AND SERVICE CREDITS
12.1. Service Providers shall bear full responsibility for any loss of, or damage to, parcels while in their possession, custody, or control. Liability shall extend to theft, misplacement, mishandling, negligent storage, delay, or failure to comply with operational standards under Clause 6 (Operational Obligations).
12.2. Senders or Receivers may lodge a claim for lost or damaged parcels through the Platform within seven (7) days of the scheduled delivery date. Service Providers shall fully cooperate in the investigation of claims, including providing delivery logs, incident reports, and supporting documents within forty-eight (48) hours of request.
12.3. Where a claim is verified, Legally Logistics shall have sole discretion to determine whether compensation, replacement, or refund is appropriate. Any compensation payable shall be deducted directly from the Service Provider’s Wallet or security deposit, without prejudice to additional recovery rights under Clause 9.4 (Set-Off and Deductions).
12.4. Service Providers shall not be liable for loss or damage caused solely by:
12.4.1. latent defects in the parcel not detectable by reasonable inspection;
12.4.2. inadequate or improper packaging by the Sender in breach of Clause 7.4;
12.4.3. acts of God or Force Majeure Events as defined in Clause 22; or
12.4.4. lawful seizure or detention by government authorities.
12.5. As a corrective measure, Legally Logistics may impose service credits or penalties against Service Providers for repeated delays, service failures, or customer complaints. Service credits shall be automatically deducted from the Service Provider’s Wallet and shall not be construed as liquidated damages, but rather as a contractual adjustment for poor service.
12.6. In the absence of manifest error, the records maintained by the Platform regarding parcel tracking, custody, and delivery status shall be final and binding for the purpose of determining liability and claims.
13. NON-CIRCUMVENTION AND NON-SOLICITATION
13.1. Service Providers shall not, directly or indirectly, solicit, contract with, or provide logistics services to any Sender, Receiver, or other user introduced through the Platform, except strictly through the Platform. Any attempt to bypass the Platform for the purpose of avoiding payment of Commission, fees, or other charges shall constitute a material breach of this Agreement.
13.2. During the term of this Agreement and for a period of twelve (12) months following its termination, Service Providers shall not solicit or attempt to solicit the business of any Sender, Receiver, or user of the Platform independently of Legally Logistics. Service Providers shall not solicit or hire any employee, contractor, or agent of Legally Logistics without prior written consent.
13.3. In addition to termination rights under Clause 20 (Suspension and Termination), Legally Logistics shall be entitled to recover as liquidated damages an amount equal to:
13.3.1. the total value of all business lost by Legally Logistics as a result of such breach; and
13.3.2. forfeiture of the Service Provider’s security deposit.
13.4. The remedies under this Clause shall be without prejudice to any additional rights or remedies available to Legally Logistics under Applicable Laws.
13.5. Service Providers acknowledge that breach of this Clause would cause irreparable harm to Legally Logistics, for which monetary damages alone may be inadequate. Accordingly, Legally Logistics shall be entitled to seek injunctive or equitable relief in addition to other remedies.
14. BRANDING, INTELLECTUAL PROPERTY AND MARKETING MATERIALS
14.1. All rights, title, and interest in and to the Platform, including its trademarks, trade names, logos, service marks, software, source code, algorithms, user interfaces, and related content (collectively, “Intellectual Property”), are and shall remain the exclusive property of Legally Logistics or its licensors. Nothing in this Agreement shall be construed as transferring any ownership rights to the Service Provider.
14.2. Subject to compliance with this Agreement, Service Providers are granted a limited, non-exclusive, non-transferable, revocable licence to use Legally Logistics’ branding (including stickers, uniforms, signage, and digital marks) solely for the purpose of performing Services through the Platform. All use of branding shall strictly follow Legally Logistics’ brand guidelines, as may be updated from time to time.
14.3. Service Providers shall not reproduce, modify, distribute, or use any Intellectual Property of Legally Logistics except as expressly permitted in Clause 14.2. Service Providers shall not register or attempt to register any domain name, social media handle, or business name containing “Legally Logistics” or any confusingly similar term.
14.4. Upon suspension or termination under Clause 20 (Suspension and Termination), Service Providers shall immediately cease all use of Legally Logistics’ branding and return or destroy all marketing materials, signage, and other items bearing Legally Logistics’ Intellectual Property.
14.5. Service Providers shall not make any representation, statement, or public communication suggesting that they are employees, agents, or exclusive representatives of Legally Logistics. Service Providers shall not use Legally Logistics’ branding in connection with any unlawful, misleading, or unauthorised marketing activity.
14.6. Any unauthorised use of Legally Logistics’ Intellectual Property shall constitute a material breach of this Agreement and may expose the Service Provider to civil and criminal liability under Applicable Laws.
15. CONFIDENTIALITY AND OPERATIONAL DATA
15.1. Service Providers acknowledge that in the course of performing Services, they may gain access to information relating to Legally Logistics, its users, and its operations, including but not limited to customer details, transaction records, pricing structures, operational manuals, algorithms, and business strategies (“Confidential Information”). Confidential Information shall not include information that:
15.1.1. is or becomes publicly available other than through breach of this Agreement;
15.1.2. is lawfully obtained from a third party not subject to confidentiality obligations; or
15.1.3. is independently developed by the Service Provider without reference to Legally Logistics’ Confidential Information.
15.2. Service Providers shall maintain the strict confidentiality of all Confidential Information and shall not disclose, use, reproduce, or distribute such information except strictly as required for the performance of Services under this Agreement. Service Providers shall ensure that their personnel, subcontractors, or agents are bound by equivalent confidentiality obligations.
15.3. All data generated through the Platform, including delivery metrics, customer ratings, route data, and transaction histories, shall remain the exclusive property of Legally Logistics. Service Providers shall not use, copy, extract, or exploit operational data for personal or competitive purposes, nor shall they retain such data after termination of this Agreement.
15.4. Where disclosure of Confidential Information is required by Applicable Laws or by a lawful order of a competent authority, the Service Provider shall (to the extent legally permissible) notify Legally Logistics promptly and cooperate in seeking protective measures.
15.5. The obligations in this Clause shall survive the termination or expiration of this Agreement for a period of five (5) years, or for as long as the Confidential Information remains confidential, whichever is longer.
16. INSURANCE REQUIREMENTS
16.1. Service Providers shall, at their own cost, obtain and maintain in full force and effect, throughout the term of this Agreement, the following minimum insurance policies with reputable insurers licensed in Nigeria:
16.1.1. comprehensive motor insurance for all vehicles used in connection with the Services;
16.1.2. goods-in-transit insurance covering loss of or damage to parcels while in custody or control of the Service Provider; and
16.1.3. public liability insurance covering bodily injury, death, or property damage arising from the provision of Services.
16.2. The coverage limits for each insurance policy shall be in accordance with industry standards or such higher amounts as may be prescribed by Legally Logistics from time to time.
16.3. Service Providers shall furnish valid certificates of insurance and evidence of premium payment to Legally Logistics prior to onboarding and upon each renewal. Service Providers shall immediately notify Legally Logistics of any lapse, cancellation, or material change in insurance coverage.
16.4. All insurance policies maintained by Service Providers under this Clause shall be deemed primary and non-contributory with respect to any insurance maintained by Legally Logistics.
16.5. Failure to obtain or maintain the required insurance policies shall constitute a material breach of this Agreement and may result in suspension or termination under Clause 20 (Suspension and Termination). In such cases, Legally Logistics may, at its discretion, procure substitute coverage and recover the costs from the Service Provider through deductions under Clause 9.4 (Set-Off and Deductions).
16.6. The insurance requirements under this Clause shall not limit or reduce the Service Provider’s liability under this Agreement or Applicable Laws.
17. ANTI-BRIBERY/CORRUPTION, AML/CFT AND SANCTIONS COMPLIANCE
17.1. Service Providers shall comply with all Applicable Laws relating to anti-bribery and anti-corruption, including but not limited to the Corrupt Practices and Other Related Offences Act, 2000, and the Economic and Financial Crimes Commission (Establishment) Act, 2004. Service Providers shall not, directly or indirectly, offer, promise, give, request, or accept any bribe, facilitation payment, kickback, or other improper advantage in connection with the Services or this Agreement. Any breach of this Clause shall constitute a material breach and entitle Legally Logistics to immediate termination under Clause 20 (Suspension and Termination).
17.2. Service Providers shall comply with all AML/CFT obligations under Applicable Laws, including the Money Laundering (Prohibition) Act, 2011 (as amended). Service Providers shall not knowingly engage in or facilitate transactions involving proceeds of crime, terrorist financing, or other unlawful activity. Service Providers shall cooperate fully with Legally Logistics in implementing monitoring, record-keeping, and reporting measures designed to prevent and detect money laundering and terrorist financing activities.
17.3. Service Providers shall not engage in any transaction or activity that would cause Legally Logistics to be in breach of economic or trade sanctions imposed by the Federal Republic of Nigeria, the United Nations, or other competent authorities. Service Providers represent and warrant that neither they nor their affiliates, directors, officers, or employees are subject to any sanctions or listed on any restricted persons list.
17.4. Service Providers must immediately report to Legally Logistics any suspected or actual breach of this Clause or any request or demand for a bribe, improper payment, or suspicious transaction.
17.5. Legally Logistics reserves the right to audit Service Providers’ compliance with this Clause at any time. Any violation of this Clause shall entitle Legally Logistics to terminate this Agreement immediately, without prejudice to any other remedies available under Applicable Laws.
18. SUBCONTRACTING AND USE OF AGENTS
18.1. Service Providers shall not subcontract, delegate, or assign any Services without the prior written consent of Legally Logistics.
18.2. The Service Provider shall remain fully liable for the acts and omissions of any approved subcontractor or agent as if they were its own, and Legally Logistics may pursue claims directly against either or both.
18.3. All subcontractors or agents must satisfy onboarding, KYC, licensing, and insurance requirements equivalent to those in this Agreement, and the Service Provider shall ensure such obligations are reflected in binding written terms.
18.4. Legally Logistics may revoke approval for any subcontractor or agent where non-compliance or risk is identified, and the Service Provider shall immediately cease using such subcontractor or agent.
18.5. The Service Provider shall indemnify and hold harmless Legally Logistics for any loss, claim, or liability arising from the actions or omissions of subcontractors or agents.
19. AUDIT, INSPECTIONS AND RECORDS
19.1. Legally Logistics may audit or inspect the operations, records, vehicles, or facilities of Service Providers, with or without notice, to verify compliance with this Agreement and Applicable Laws.
19.2. Service Providers shall maintain accurate and up-to-date records of all Services, including delivery logs, proof of delivery, COD reconciliations, and incident reports, for at least three (3) years or longer if required by law.
19.3. Service Providers shall provide prompt access to all records and cooperate fully with audits, inspections, or regulatory inquiries relating to the Services.
19.4. Where an audit reveals material non-compliance, the Service Provider shall implement corrective measures within the timeframe prescribed by Legally Logistics. Legally Logistics may suspend the Account, apply deductions, or terminate this Agreement for continued non-compliance.
19.5. Refusal to cooperate with an audit or inspection constitutes a material breach and entitles Legally Logistics to immediate suspension or termination under Clause 20.
20. SUSPENSION AND TERMINATION
20.1. Legally Logistics may suspend or restrict a Service Provider’s Account immediately, with or without notice, where:
20.1.1. there is any suspected or actual breach of this Agreement;
20.1.2. fraudulent, unlawful, or unsafe activity is detected;
20.1.3. the Service Provider fails to maintain required licences, insurance, or security deposit;
20.1.4. a regulator or competent authority requires suspension; or
20.1.5. Legally Logistics reasonably determines that continued access poses a risk to users, parcels, or the Platform.
20.2. Legally Logistics may terminate this Agreement at any time, with or without cause, by giving written notice to the Service Provider. Termination for cause shall take effect immediately; termination without cause shall take effect on the date specified in the notice.
20.3. Service Providers may terminate this Agreement by giving at least one (1) month’s prior written notice to Legally Logistics, provided that all outstanding obligations, including settlement of Wallet balances, return of parcels, and compliance with Clauses 4.3 and 9.4, have been fulfilled.
20.4. Upon suspension or termination:
20.4.1. the Service Provider shall immediately cease all use of the Platform, return or deliver all parcels in its possession as directed by Legally Logistics, and return or destroy any Confidential Information and marketing materials under Clauses 14 and 15;
20.4.2. all amounts owed to Legally Logistics shall become immediately due and payable, and Legally Logistics may deduct such amounts from Wallet balances or security deposits; and
20.4.3. Legally Logistics may withhold any settlements due until reconciliation is completed.
20.5. Suspension or termination shall be without prejudice to accrued rights, remedies, or obligations, including Clauses 12 (Claims, Loss/Damage and Service Credits), 13 (Non-Circumvention and Non-Solicitation), 15 (Confidentiality and Operational Data), 16 (Insurance Requirements), 17 (Anti-Bribery/Corruption, AML/CFT and Sanctions Compliance), 18 (Subcontracting and Use of Agents), 19 (Audit, Inspections and Records), 21 (Indemnities, Disclaimers and Limitation of Liability), 22 (Force Majeure), and 27 (Amendments).
21. INDEMNITIES, DISCLAIMERS AND LIMITATION OF LIABILITY
21.1. The Service Provider shall indemnify, defend, and hold harmless Legally Logistics, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, liabilities, costs, fines, penalties, and expenses (including reasonable legal fees) arising out of or in connection with:
21.1.1. any breach of this Agreement or Applicable Laws by the Service Provider;
21.1.2. loss of, or damage to, parcels while in the Service Provider’s custody or control;
21.1.3. death, injury, or property damage caused by the acts or omissions of the Service Provider or its personnel, subcontractors, or agents;
21.1.4. misappropriation, delay, or mishandling of COD amounts; and
21.1.5. any fraud, negligence, misconduct, or wilful default of the Service Provider.
21.2. The Platform and all services provided by Legally Logistics are made available on an “as is” and “as available” basis. Legally Logistics disclaims all warranties, express or implied, including fitness for purpose, uninterrupted availability, or error-free operation of the Platform.
21.3. Legally Logistics shall not be liable to the Service Provider for any indirect, incidental, consequential, exemplary, or punitive damages, including loss of profits, loss of business opportunities, or reputational harm, whether arising in contract, tort, or otherwise.
21.4. The total liability of Legally Logistics to the Service Provider, whether in contract, tort, or otherwise, shall in no event exceed the total Commission actually retained by Legally Logistics from the Service Provider during the three (3) months immediately preceding the event giving rise to the claim.
21.5. Nothing in this Agreement shall exclude or limit liability for death or personal injury caused by gross negligence, fraud, or wilful misconduct, or any liability that cannot lawfully be excluded under Nigerian law.
22. FORCE MAJEURE
22.1. Neither Party shall be liable for any failure or delay in performance of its obligations under this Agreement (other than payment obligations) if such failure or delay results from events beyond its reasonable control, including natural disasters, fire, flood, epidemic, acts of terrorism, civil unrest, strikes, lockouts, governmental restrictions, war, power outages, or disruption of telecommunications or internet services.
22.2. The affected Party shall notify the other Party as soon as reasonably practicable of the occurrence of a Force Majeure Event and shall use all reasonable efforts to mitigate its effects.
22.3. If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate this Agreement by written notice without liability, provided that the Service Provider shall remain responsible for returning all parcels and settling outstanding obligations.
23. NOTICES
23.1. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given when delivered by hand, sent by registered post or courier, or transmitted by email to the addresses specified below, or to such other address as either Party may notify in writing:
23.2. For Legally Logistics:
[Registered Office Address]
Email: [official contact email]
23.3. For the Service Provider: The address, email, or contact details provided during onboarding and updated in the Service Provider’s Account.
23.4. Notices shall be deemed received:
23.4.1. if delivered by hand, at the time of delivery;
23.4.2. if sent by registered post or courier, three (3) Business Days after dispatch; and
23.4.3. if sent by email, upon successful transmission, provided no bounce-back or delivery failure notification is received.
23.5. Service Providers are responsible for keeping their contact details up to date in their Account. Failure to update such details shall not affect the validity of any notice served by Legally Logistics.
24. ASSIGNMENT AND CHANGE OF CONTROL
24.1. The Service Provider shall not assign, transfer, novate, or otherwise dispose of any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Legally Logistics. Any attempted assignment without such consent shall be void.
24.2. Legally Logistics may assign, transfer, or novate its rights and obligations under this Agreement, in whole or in part, to any affiliate, successor entity, purchaser of its business, or other third party, without the consent of the Service Provider.
24.3. A change of control of the Service Provider, including merger, consolidation, acquisition of a majority of voting rights, or transfer of substantial assets, shall be deemed an assignment for the purposes of this Clause and shall require the prior written consent of Legally Logistics.
24.4. Consent to assignment or change of control may be made subject to such conditions as Legally Logistics deems necessary, including execution of assumption agreements or provision of additional security.
25. GOVERNING LAW AND JURISDICTION
25.1. This Agreement and all non-contractual obligations arising from or connected with it shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
25.2. The Parties irrevocably agree that the courts of Lagos, Nigeria shall have exclusive jurisdiction to settle any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination.
25.3. Each Party waives any objection to the jurisdiction of such courts on grounds of forum non conveniens or any similar doctrine and agrees not to commence proceedings in any other jurisdiction.
26. ORDER OF PRECEDENCE AND ENTIRE AGREEMENT
26.1. This Agreement, together with any schedules, annexures, policies, or guidelines incorporated by reference, constitutes the entire agreement between Legally Logistics and the Service Provider with respect to the Services and supersedes all prior agreements, understandings, or representations, whether oral or written.
26.2. In the event of any conflict or inconsistency between the provisions of this Agreement and any policy, schedule, or guideline issued by Legally Logistics, the provisions of this Agreement shall prevail, unless expressly stated otherwise in writing.
26.3. The Terms and Conditions for Users and the Privacy Policy of Legally Logistics shall apply concurrently to the operation of the Platform. Service Providers expressly acknowledge and agree that those documents, insofar as they relate to the functioning of the Platform and user interactions, are incorporated by reference and binding upon them.
26.4. No statement, promise, or representation made by any Party or its representatives shall be binding unless expressly set out in this Agreement.
27. AMENDMENTS
27.1. Legally Logistics reserves the right to amend, modify, or supplement this Agreement, including any schedules, annexures, policies, or guidelines incorporated herein, at its sole discretion.
27.2. Any amendment shall take effect upon publication on the Platform or upon such later date as may be specified by Legally Logistics.
27.3. Service Providers will be deemed to have accepted the amended terms by continuing to access the Platform or provide Services after the effective date of the amendment.
27.4. If a Service Provider does not agree to an amendment, its sole remedy shall be to terminate this Agreement in accordance with Clause 20.3.