DRAFT for review by a Nigerian legal practitioner — not executable.

⚠ THE NIGERIAN SERVICE IS NOT RUNNING. The instance was terminated 12 August
2026. These terms are an instrument to be executed when Nigeria is
re-launched. They must not be offered to a Nigerian firm before the service
exists and before Q-NGDOC1 (registration) is resolved.

⚠ Liability (clause 14) is NOT cleared — FCCPA 2018 not obtained
(G-NGDOC2). UK reasoning does not transfer.

Data protection is dealt with in the Data Processing Agreement, which GAID
Art 34 requires and prescribes the contents of.

Version: [[ x.y ]] · Effective: [[ date ]]

1. Parties

TKJ Global Media Ltd, registered in England and Wales [[ G-EWDOC1 ]] under
number 08272919, of 94 Queen Elizabeth Road, Wakefield, WF1 4RJ, United
Kingdom (“we“, “us“, “TKJ“); and the firm identified in the Order
(“you“, “the Firm“).

We are a United Kingdom company with no Nigerian establishment.

Together with the Order, the Data Processing Agreement and the Acceptable Use
Policy, these terms form the whole agreement (“the Agreement“). Order of
precedence: (1) the Data Processing Agreement, for anything concerning personal
data; (2) the Order; (3) these terms; (4) the Acceptable Use Policy.

2. What we provide

Access to TKJ Legal Software (the “Service“) — a hosted practice management
application — as described in the Order, with the support in clause 8.

What the Service is not. It is a tool used by a legal practitioner. It is not
legal advice, not accounting or tax advice, and not a substitute for your
own professional judgement. We are not a legal practitioner and are not
regulated by the Nigerian Bar Association or the General Council of the Bar, and
nothing in the Agreement makes us responsible for your compliance with your
professional obligations.

Compliance features, stated honestly. The Service includes material derived
from legislation and professional rules — remuneration scales, client account
handling, document stamping, practising obligations. It is prepared from primary
sources, and where a point cannot be verified the Service says so rather than
guessing. But the law changes, there may be a period before we reflect a
change, the Service supports your obligations while you remain responsible for
them, and you must satisfy yourself that your use of it meets your duties.

3. Your account and your users

We will provision the Firm and issue credentials for your authorised users. You are
responsible for keeping credentials secure, for the acts and omissions of your
users, and for telling us promptly if you believe an account has been compromised.

4. Your data

You own your data. We claim no ownership of the client, matter, document or
financial data you put into the Service.

We process it only for you, as data processor under the Data Processing
Agreement, in which the Firm is the data controller. We do not use your data for
our own purposes — not to train or fine-tune models, not for benchmarks, not for
market insight.

Where it is kept, and transfers out of Nigeria, are stated in clause 5 of the
Data Processing Agreement. Cross-border transfer is governed by Part VIII of the
NDP Act, which by section 63 is the overarching provision (GAID Art 45(1)).

5. Fees, VAT and payment

Fees are set out in the Order, in [[ currency — NGN or GBP: DECISION REQUIRED ]].

⚠ Tax — two separate questions, do not conflate them

1. Does TKJ have a Nigerian VAT obligation? We are a UK company supplying
   software to customers in Nigeria. This has NOT been verified.
   [[ Q-NGDOC4 — determine before invoicing. It decides whether fees are quoted
inclusive or exclusive of Nigerian VAT, whether a compliant tax invoice must be
issued, and whether registration is required. ]]
2. The register’s verified NG VAT rate is NOT this. The compliance register
   records 7.5% under section 148 of the Nigeria Tax Act 2025, verified on the
   gazette. That governs the Firm’s invoicing to its own clients inside the
   application. It says nothing about TKJ’s invoicing to the Firm — different
   taxpayer, different supply. Do not read one across to the other.

Whatever the answer, this clause must state clearly whether prices include
tax.

Invoices are payable within [[ N ]] days. If you dispute an invoice, tell us
within [[ N ]] days with reasons; we will deal with it in good faith, and you must
pay any undisputed part meanwhile.

[[ Interest on late payment — no Nigerian instrument on commercial interest has
been read for this programme. Do not draft from memory. ]]

6. Changes to the Service

We improve the Service over time and may change it. But:

• We will not make a change that materially reduces the core functionality you
  are paying for during your current subscription term, unless we must to comply
  with the law, to address a security risk, or because a third-party dependency is
  withdrawn.
• Where a change materially affects how you use the Service, we will give you at
  least [[ N ]] days' notice, unless it is urgently needed for security or legal
  compliance — in which case we will tell you as soon as we can afterwards.
• If a change materially and adversely affects you and we cannot resolve it, you
  may terminate the affected part and receive a pro-rata refund.

A change to where your data is processed is not an ordinary change — it engages
Part VIII of the NDP Act and clause 5 of the Data Processing Agreement.

7. Changes to these terms

We may update these terms for future subscription terms, on at least [[ N ]] days'
notice before renewal. We will not change them mid-term except where required
by law or where the change is wholly to your benefit.

8. Availability and support

[[ TO COMPLETE ON REBUILD — state a real, measured availability target rather than
a vague one; availability is measurable on this platform. Do not state a figure
until the operator confirms what monitoring supports, and not before the instance
exists. ]]

Support by e-mail at [[ support address ]] during [[ hours — state the time
zone; WAT and UK hours differ ]].

Backups. Encrypted daily backups with restoration tested periodically. Backups
are our disaster-recovery measure; they are not a substitute for your own
record-keeping obligations, and a restore returns the system to its last backup,
not to the moment before an incident.

9. Suspension

We may suspend access, in whole or in part, only where: fees remain unpaid
[[ N ]] days after we have told you they are overdue; use breaches the Acceptable
Use Policy in a way that risks harm to the Service, to us or to another customer; we
are required to by law; or there is a genuine and immediate security risk.

We will tell you before suspending and give you a chance to put things right,
unless the risk is immediate. We will restore access promptly once the cause is
resolved.

10. Term, renewal and termination

The subscription runs for the term in the Order and renews for successive terms of
the same length unless either gives [[ N ]] days' notice before the end of the
current term.

Either may terminate immediately on written notice if the other commits a material
breach that is not remediable, or fails to remedy a remediable material breach
within [[ 30 ]] days; or becomes insolvent or subject to winding-up proceedings.

11. Your data when the Agreement ends

We will not hold your data hostage, and we will not delete it by surprise.

• For [[ 90 ]] days after termination you may export your data, and we will
  give reasonable assistance.
• We will not delete your data automatically. Deletion happens on your written
  instruction, and we confirm when it is done.

A legal practice’s retention duties run from the last entry or the finalisation of
a matter — not from the end of a subscription.

12. Confidentiality

Each of us will keep the other’s confidential information confidential, use it only
for the Agreement, and protect it with at least reasonable care. This does not apply
to information that is public through no breach, was already known, is independently
developed, or must be disclosed by law or a regulator — and in that case, where
lawful, we will tell you first.

Your client information is confidential and may be privileged. Nothing waives
privilege, and we assert no right over privileged material.

13. Intellectual property

We own the Service and grant you a non-exclusive, non-transferable right to use it
during the subscription for the Firm’s own practice. You own your data. Feedback may
be used to improve the Service without obligation, but feedback must never contain
client data.

14. Our responsibility to you — ⚠ NOT CLEARED

We do not exclude or limit our liability for death or personal injury caused by
our negligence, for fraud or fraudulent misrepresentation, or for any liability that
cannot lawfully be excluded or limited.

Subject to that:

• Neither of us is liable for loss of profit, loss of business, business
  interruption, loss of goodwill or loss of anticipated savings.
• Our total liability in any twelve-month period is limited to
  [[ CAP — see note ]].
• Nothing limits your obligation to pay fees properly due.

⚠ Gates. G-NGDOC2 — the FCCPA 2018 has not been obtained, so the
permissible scope of this clause is unverified. Q-EWDOC2 — the cap requires the
operator’s insurance position, which is also required by GAID Art 34(2)(r)
for the Data Processing Agreement. Settle liability, indemnity (DPA clause 16)
and insurance (DPA clause 17) together — an indemnity agreed separately can
quietly defeat a negotiated cap.

15. Force majeure

Neither is liable for failure or delay caused by an event outside its reasonable
control, provided it notifies the other promptly and takes reasonable steps to
reduce the effect. This does not excuse payment of sums already due.

16. General

Assignment. Neither may assign without the other’s written consent, not
unreasonably withheld; we may assign to a group company or on a sale of our
business, on notice.

Notices. In writing, to the addresses in the Order, or to ops@tkjlegal.co.uk for
us.

Entire agreement. The Agreement is the whole agreement and replaces anything said
or written before. Nothing limits liability for fraudulent misrepresentation.

Governing law and jurisdiction. [[ DECISION REQUIRED — see NG-WEBSITE-TERMS
clause 10 and the DPA's Art 34(2)(t) dispute-resolution clause. Settle all three
together. ]]

Schedule — open items before execution