This SERVICE PROVIDER AGREEMENT (“Agreement”) is made and entered into as of the Effective Date by and between:
Venomaash Ventures OPC Private Limited, a company incorporated under the laws of India, having its registered office at PLOT NO 1494/8045,LANE 2A, SR VALLY,NEAR PURI BYPASS, Badagarh Brit Colony, Bhubaneswar, Khorda- 751018, (“Company”), which owns and operates the legal-tech platform (“Platform”); operating under its brand name “Mattr360” (“Brand”), and
Any individual or entity registering as a legal professional or advocate or lawyer or law student on the Company’s platform (“Legal Professional” or “You” or “Service Provider”).
WHEREAS:
I. The Company operates as a Digital Platform that connects clients seeking legal services with qualified legal professionals;
II. The Service Provider, duly registered with the platform and wishes to offer their legal services to clients through the Platform;
III. The Company and the Service Provider desire to establish the terms and conditions governing their engagement, including revenue sharing and obligations.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:
1. SCOPE OF SERVICES
I. The Service Provider agrees to offer legal services to clients assigned by the Company through the Platform.
II. The Service Provider shall be responsible for delivering services in accordance with applicable laws and ethical standards.
III. The Company acts only as an intermediary and does not engage in legal practice.
2. REGISTRATION AND ELIGIBILITY
I. The Service Provider must register on the Platform and provide necessary credentials, including professional licenses, qualifications, identity verification, and anything asked by the company during the registration process.
II. The Company reserves the right to approve, reject, or suspend any Service Provider’s registration based on due diligence.
3. PAYMENT TERMS
I. The Service Provider shall be entitled to payment only in respect of services successfully completed and duly accepted by the Client. Unless otherwise agreed in writing by the Company, payments to the Service Provider shall be made in two tranches:
a) fifty percent (50%) of the agreed professional fees upon the satisfactory completion of half of the assigned work, and
b) the remaining fifty percent (50%) upon full and satisfactory completion of the services, subject always to the receipt of corresponding payments from the Client.
II. All payments to the Service Provider shall be subject to deduction of applicable taxes, including but not limited to withholding tax/TDS, as required by law.
III. The Company shall be entitled to deduct from any payments due to the Service Provider a service facilitation fee ranging from fifteen percent (15%) to twenty percent (20%) of the total professional fees payable by the Client, the exact percentage to be determined by the Company at its sole discretion on a case-to-case basis. Such service facilitation fee shall cover the costs of providing access to the Company’s platform, client acquisition, technology infrastructure, payment processing, administrative support, and related services.
IV. The Company shall be under no obligation to make any payment to the Service Provider in the event of
a) disputes raised by the Client regarding the quality, timeliness, or adequacy of the services provided, or
b) non-payment or partial payment by the Client. In such cases, the Company’s liability shall be strictly limited to transferring to the Service Provider such portion of the Client’s payment (if any) that remains after deduction of the service facilitation fee and other applicable charges.
V. The Service Provider shall raise invoices in such form and manner as may be prescribed by the Company from time to time. No payment shall become due or payable until a valid invoice is submitted to the satisfaction of the Company. The Company reserves the right to withhold or delay payment in case of any deficiency, error, or non-compliance in the invoice.
VI. The Service Provider expressly agrees that such deduction shall not amount to fee-sharing, partnership, or joint practice, but represents consideration for the Company’s technology, marketing, and client facilitation services.
VII. The Service Provider acknowledges and agrees that all payments shall be routed exclusively through the Company. Under no circumstances shall the Service Provider solicit, accept, or receive payments directly from any Client introduced through the Platform. Any breach of this obligation shall constitute a material breach of this Agreement and shall entitle the Company to withhold all payments, terminate this Agreement, and pursue any other remedies available in law.
4. CODE OF CONDUCT FOR SERVICE PROVIDERS
This Code of Conduct sets out the professional standards, ethical obligations, and best practices for service providers registered on the Platform. All registered service providers must adhere to these principles to ensure transparency, integrity, and the highest level of legal service delivery.
I. Professional Integrity and Ethics
c) Service Providers must uphold the rule of law, act with honesty, and maintain the highest ethical standards in all professional dealings.
d) Service Providers shall not engage in any fraudulent, misleading, or deceptive conduct.
e) Confidentiality of client information must be strictly maintained in compliance with applicable legal and ethical standards.
f) Conflicts of interest must be disclosed, and Service Providers must not represent clients with conflicting interests unless permitted by law and with full disclosure.
II. Client Relations and Responsibilities
a) Service Providers must act in the best interests of their clients, providing competent and diligent legal services.
b) Legal advice and representation must be given with due diligence, skill, and care.
c) Service Providers must communicate effectively, keeping clients informed about the progress of their matters.
d) Service Providers shall ensure transparency in fee structures, as specified by them during the registration or at the start of the assigned work, and not overcharge clients.
III. Professional Competence and Accountability
a) Service Providers must continuously update their legal knowledge and skills to provide competent legal services.
b) Any lawyer found guilty of professional misconduct, malpractice, or unethical behaviour may face suspension or removal from the Platform.
c) Service Providers must comply with all applicable laws, regulations, and professional codes of conduct governing their jurisdiction.
IV. Confidentiality and Data Protection
a) Service Providers must protect client confidentiality and use secure means to communicate and store client data.
b) Personal and case-related information must not be shared with third parties without explicit client consent, and a notice to the platform, except as required by law.
V. Prohibition of Misrepresentation and Unlawful Practices
a) Service Providers must not make false claims about their expertise, qualifications, or professional standing.
b) Unlawful solicitation of clients, including misleading advertisements, is strictly prohibited.
c) Service Providers shall not engage in unethical agreements, unauthorized practice of law, or any activity that undermines professional integrity.
VI. Non-Solicitation Clause
a) The Service Provider hereby agrees and undertakes that during the term of this Agreement, the Service Provider shall not, directly or indirectly, solicit, approach, contact, communicate with, or otherwise deal with any Client introduced, referred, or engaged through the Company’s Platform for the purpose of providing, offering, or rendering any legal or ancillary services outside the Company’s Platform, whether for monetary consideration or otherwise, without the prior written consent of the Company.
b) Non-Circumvention:
The Service Provider acknowledges that all Clients obtained through the Company’s Platform are proprietary relationships of the Company. Accordingly, the Service Provider shall not, directly or indirectly, induce or attempt to induce any such Client to terminate, reduce, or avoid their engagement with the Company, nor shall the Service Provider accept or undertake any assignment, retainer, or engagement from such Client except through the Company’s Platform.
c) Confidentiality of Client Information
Any information, data, or contact details of Clients shared with the Service Provider by the Company shall be treated as strictly confidential and shall not be disclosed, used, or exploited by the Service Provider for any purpose other than the performance of services under this Agreement.
d) Remedies
The Service Provider acknowledges and agrees that a breach of this Clause shall cause irreparable harm and loss to the Company, for which monetary damages may be inadequate. In the event of such breach, the Company shall be entitled to seek injunctive relief, specific performance, and any other equitable remedy, in addition to its rights to claim damages, compensation, commission lost, and/or termination of this Agreement without notice.
e) Survival
The provisions of this Clause shall survive the termination or expiration of this Agreement for the period specified above.
VII. Compliance with Platform Policies
a) Service Providers must abide by the terms and conditions of the Platform and cooperate with the Platform’s dispute resolution mechanisms.
b) The Platform reserves the right to investigate complaints, conduct background checks, and take necessary action against Service Providers who violate this Code of Conduct.
c) Any disputes arising from legal services provided through the Platform shall be handled in accordance with the dispute resolution policy outlined by the Platform.
VIII. Disciplinary Actions and Enforcement
a) Violation of this Code of Conduct may result in warnings, suspension, or permanent removal from the Platform.
b) The Platform reserves the right to report unethical practices to relevant regulatory authorities if necessary.
c) Service Providers shall have the right to appeal disciplinary actions in accordance with the Platform’s policies.
IX. Amendments and Updates
a) The Platform reserves the right to amend this Code of Conduct as necessary to reflect legal and industry developments.
b) Service Providers will be notified of any changes and must comply with updated guidelines to continue using the Platform.
5. SERVICE PROVIDER RELATIONSHIP
I. The Service Provider expressly acknowledges and agrees that their engagement with the Company is on a principal-to-principal basis, as an independent service provider, and nothing contained in this Agreement shall be construed to create any association, partnership, joint venture, employment, agency, fiduciary, or other relationship between the Company and the Service Provider.
II. The Service Provider shall retain full control and discretion over the manner, means, and methods of providing the services, including working hours and mode of service delivery, provided that such services are performed in compliance with applicable laws, rules, regulations, and professional/ethical standards governing the Service Provider’s practice.
III. The Service Provider shall be solely responsible for obtaining and maintaining all requisite registrations, licenses, approvals, and permits, as well as for payment of all applicable taxes, levies, and statutory dues arising from the performance of services under this Agreement. The Company shall have no liability whatsoever in respect of the same.
6. OBLIGATIONS OF THE SERVICE PROVIDER
I. Abide the code of conduct for service providers.
II. Provide high-quality and professional legal services in compliance with applicable laws.
III. Maintain confidentiality of client information and data.
IV. Not solicit clients directly or attempt to bypass the Platform for transactions.
V. Promptly respond to client queries and complete engagements within agreed timelines.
7. OBLIGATIONS OF THE COMPANY
I. Facilitate client referrals and manage payments through the Platform.
II. Maintain and update the Platform to ensure smooth operations.
III. Ensure marketing and visibility of the Platform to attract potential clients.
8. LIABILITY AND INDEMNITY
I. The Service Provider shall be solely responsible for the legal advice and services rendered.
II. The Brand shall not be liable for any professional misconduct, negligence, or disputes arising between the Service Provider and the client.
III. The Service Provider expressly acknowledges and agrees that the Brand is merely an online intermediary/facilitator providing a platform for enabling interaction between clients and service providers and does not, in any manner, control, endorse, warrant, or guarantee the quality, accuracy, legality, or appropriateness of the services rendered by the Service Provider.
IV. The Company shall not be liable for any act, omission, negligence, misconduct, advice, representation, or service provided by the Service Provider to any client, nor for any disputes, claims, losses, damages, costs, or expenses arising therefrom.
V. The Service Provider undertakes to indemnify, defend, and hold harmless the Company, its directors, officers, employees, and affiliates against any and all claims, actions, demands, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with the services rendered by the Service Provider to any client through the Company’s platform.
9. TERM AND TERMINATION
I. This Agreement shall remain in effect until terminated by either Party with 15 days’ written notice.
II. The Company may terminate this Agreement immediately in case of:
c) Breach of any material provision;
d) Professional misconduct or ethical violations;
e) Violation of confidentiality obligations.
III. Upon termination, the Service Provider shall settle any pending obligations and cease using the Platform.
10. NON-DISCLOSURE AND CONFIDENTIALITY
I. Both Parties agree to maintain confidentiality regarding any proprietary information shared under this Agreement.
II. Confidentiality obligations shall survive termination of this Agreement.
III. For the purposes of this Agreement, “Confidential Information” shall mean and include, without limitation, all information, data, records, documents, agreements, trade secrets, intellectual property, business strategies, marketing plans, pricing, technology, software, source codes, algorithms, client details, client case files, communications, and any other information whether written, oral, electronic, digital, or otherwise, that is disclosed or made available by the Company to the Service Provider, whether before or after the execution of this Agreement. Confidential Information shall also include all information of the Company’s clients, users, partners, and affiliates obtained through the performance of services under this Agreement.
IV. Ownership: All Confidential Information is and shall remain the sole and exclusive property of the Company. Nothing in this Agreement shall be construed as granting any rights, licenses, or interests in the Confidential Information to the Service Provider, except the limited right to use it strictly for the performance of services under this Agreement.
V. Non-Use and Non-Disclosure: The Service Provider agrees and undertakes that it shall:
a) use the Confidential Information solely for the purpose of performing services under this Agreement;
b) not disclose, share, transmit, copy, reproduce, publish, or otherwise make available any Confidential Information to any third party without the prior written consent of the Company;
c) not, directly or indirectly, use the Confidential Information for its own benefit or for the benefit of any third party, including for the purpose of soliciting clients, establishing a competing business, or providing services outside the Company’s platform.
VI. Non-Circumvention: The Service Provider shall not, during the term of this Agreement or at any time thereafter, directly or indirectly, approach, solicit, or provide services to any client, customer, or user introduced or connected through the Company, except through the Company’s platform and with its prior written consent.
VII. Return and Destruction: Upon termination or expiration of this Agreement, or upon the Company’s request, the Service Provider shall promptly return or permanently destroy (at the Company’s option) all Confidential Information, including copies, notes, extracts, or other reproductions thereof, and certify in writing such return or destruction.
VIII. Duration of Obligation: The obligations of confidentiality and non-disclosure under this Clause shall survive the termination of this Agreement and shall continue indefinitely, unless expressly waived in writing by the Company.
IX. Remedies: The Service Provider acknowledges that any unauthorized use or disclosure of Confidential Information will cause irreparable harm to the Company, for which monetary damages may be inadequate. Accordingly, the Company shall be entitled to injunctive relief, specific performance, and equitable remedies, in addition to any other legal or equitable remedies available under law. The Service Provider further agrees to indemnify and hold harmless the Company from and against any and all losses, damages, claims, liabilities, costs, and expenses arising out of or in connection with any breach of this Clause.
11. DISPUTE RESOLUTION
I. Any disputes arising out of this Agreement shall be resolved through good faith negotiations.
II. If unresolved, disputes shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996.
III. The venue for arbitration shall be Bhubaneswar, and the language shall be English.
12. GOVERNING LAW
I. This Agreement shall be governed by and construed in accordance with the laws of India.
II. The courts of Bhubaneswar shall have exclusive jurisdiction over any legal proceedings arising from this Agreement.
13. ENTIRE AGREEMENT
III. No modification or waiver shall be valid unless made in writing.
IV. This Agreement, together with the Terms and Conditions of the Website, the Privacy Policy, and any other policies, guidelines, or supplemental agreements as may be accepted or agreed to by the Service Provider during the registration process or in the course of continued use of the Company’s platform, constitutes the entire agreement between the Company and the Service Provider and supersedes all prior discussions, negotiations, understandings, or agreements, whether written or oral, relating to the subject matter herein.
V. If any provision is held invalid, the remaining provisions shall remain in force. In the event of any inconsistency between the provisions of this Agreement and the Terms and Conditions, Privacy Policy, or other supplemental agreements referred to herein, the provisions of this Agreement shall prevail, unless expressly stated otherwise.
14. ACKNOWLEDGMENT, EXECUTION AND ACCEPTANCE
I. By registering on the Platform, all Service Providers acknowledge that they have read, understood, and agreed to abide by this Code of Conduct. Failure to adhere to these standards may result in disciplinary action, including removal from the Platform.
II. The Parties agree that this Agreement is executed electronically. By clicking “I Agree,” “Accept,” or checking the acceptance box provided during the registration, the Service Provider consents to be bound by the terms of this Agreement, which shall be effective as of the date of such acceptance (“Effective Date”). The Parties agree that no physical signature is required, and that this electronic acceptance constitutes valid execution of this Agreement.