Schedule 1

SCHEDULE 1 LEGAL SERVICES – SPECIAL CONDITIONS

1. DEFINITIONS

Any capitalised terms used in this Schedule that are defined in This Agreement shall bear the meaning given to them in this Agreement. The following additional definitions apply for the purposes of this Schedule only: “Hourly Rate Fees” as initially set out in Schedule 3 – Global Rates and as otherwise agreed between the Parties from time to time.

“Initial Term” If relevant, means the initial duration of the Subscription Legal Service(s) as specified in the Enterprise Order.

“Renewal Period” means the period of the subsequent renewal term.

“Subscription Fees” means the Company’s annual charge for the Subscription Legal Service(s) as initially set out in an Enterprise Order, and as otherwise agreed between the Parties from time to time in writing.

2. ADVICE AND SERVICES

2.1. The Subscription Services and the Hourly Rate Services are provided by Lawyers who are qualified to provide the Advice. In all jurisdictions, the Company only uses Lawyers with a minimum of five (5) years post qualifying experience in their chosen area of specialisation. We do not use paralegals, trainees or junior lawyers to provide any Advice.

2.2. We will use reasonable endeavours to ensure that Advice provided by way of the Subscription Legal Services, Bespoke Legal Services or Hourly Rate Service or any combination thereof, is provided using such skill and care as may reasonably be expected from a company experienced in the provision of advice of the type, scope and complexity of the Advice. In particular, our Company will use all reasonable endeavours to ensure that:

2.2.1. Documents and other materials are prepared with due care and skill;

2.2.2. changes in the law are monitored; and

2.2.3. the Advice is up to date.

3. PROVISION OF ADVICE

3.1. Our Advice on any matter is confidential and is provided for your benefit alone and solely for the purpose of the matter to which it relates. Save with our prior written consent it may not be relied upon for any other purpose or by any other entity. Our duty of care is to you as our client and does not extend to any third party.

3.2. We are not responsible for advising (or not advising) on matters outside the scope of this Agreement, or for advising on changes in the law after we have delivered our Advice, nor if you act or refrain from acting on the basis of any draft Advice before it has been finalised.

3.3. You are responsible for providing us with all information that we require in order to advise you on a matter and to ensure that such information is, and remains, true and accurate in all material respects and is not misleading. Unless we agree otherwise, we will not check the accuracy or completeness of such information. You should not assume that information or Documents which have previously been given to us on matters on which we have previously advised will be known to those instructed on a new matter.

3.4. You are responsible for ensuring that you have all necessary rights to supply us with the information you provide and that our use of that information will not infringe the rights of any third party or result in a breach of any law, rule or regulation. To enable us to continue to advise you on your matter

effectively you are obliged to inform us, within seven (7) days of any changes to your company, address, e-mail address or telephone number(s) or that of an Authorised User.

4. PROVISION OF LEGAL SERVICES TO AFFILIATES

4.1. Before any legal services are provided to an Affiliate, the Affiliate must sign an Affiliate Addendum to this Agreement issued by the Company’s Operations Department. By signing the Affiliate Addendum, the Affiliate formally assents to the terms and conditions of this Agreement and acknowledges its inclusion as a party to This Agreement. The Addendum will also collect information that is required to facilitate invoicing, account management, and other necessary communications. The Affiliate is responsible for ensuring the accuracy of these details and for promptly notifying the Company of any changes.

4.2. The Affiliate shall be invoiced directly by the Company for services rendered in accordance with the invoicing procedures and payment terms set out in Enterprise Client – Tems and Conditions of Business.

4.3. Should an Affiliate fail to make payment of any invoice within thirty (30) days of the invoice due date, the Client shall, upon receipt of a written demand for payment by email from the Company, settle the outstanding invoice in full within five (5) Business Days of such demand. This clause affirms the Client’s unconditional and irrevocable commitment to guarantee the payment of invoices issued to its Affiliates for legal services rendered by the Company in the event of any payment default by such Affiliates.

5. CONFLICTS OF INTEREST

5.1. We take conflict issues seriously. Our conflict procedures help us fulfil our professional obligation not to act for one client in a matter where there is an actual (or significant) risk of a conflict with the interests of another client for whom we are already acting. We have procedures in place to ensure that conflict checks are carried out on every matter as soon as practicable so that if an issue arises it can be discussed with you and dealt with as soon as possible.

5.2. If at any time you become aware of an actual or potential conflict of interest, please raise it with us immediately.

5.3. Where our professional rules allow, you agree that after we cease to act for you, we may act or continue to act for another client in circumstances where we hold information which is confidential to you and material to the Engagement with that other client. We will not, however, disclose your Confidential Information to that other client.

6. HOURLY RATE LEGAL SERVICES AND BESPOKE LEGAL SERVICES

6.1. Hourly Rate Legal Services

6.1.1. We provide legal services on an hourly rate basis at the rates set out in the Hourly Rates Table in Schedule 3 – Global Rates. These rates are fixed for each jurisdiction and do not vary according to the area of law, complexity of the matter, or the seniority of the lawyer undertaking the work.

6.1.2. Time is recorded in units of one-tenth of an hour (six minutes) and includes all time reasonably spent on the client’s matter, such as correspondence, drafting, document review, meetings, calls, and travel (where applicable). Work will be charged at the rates in effect at the time the services are performed.

6.2. Bespoke Legal Services and Retainer Arrangements

6.2.1. We offer bespoke legal service arrangements, including monthly retainers, designed to provide clients with predictable and cost-effective access to ongoing legal support. Under a retainer arrangement, the client agrees to pay a discounted fixed monthly fee in consideration of a defined number of service hours to be provided each month. The retainer covers time spent on any agreed areas of work, including correspondence, drafting, document review, research, meetings and advice, unless otherwise specified in writing.

6.2.2. Any work undertaken beyond the hours included within the retainer shall be charged at the applicable Hourly Rate set out in Schedule 3 – Global Rates. Retainer arrangements may be tailored to meet individual client requirements and can include blended jurisdictional coverage (and therefore blended hourly rates), capped fees, or other flexible billing structures as mutually agreed in writing.

6.2.3. Unless otherwise agreed, the monthly retainer fee shall be invoiced in advance, and any additional hours worked beyond the agreed retainer shall be invoiced in arrears. Time will be recorded in units of one-tenth of an hour (six minutes) and a monthly summary of work undertaken may be provided upon request. Unused retainer hours will not roll over to subsequent months unless expressly agreed in writing.

6.3. SUBSCRIPTION SERVICES

6.4. Our Subscription Legal Service(s) will provide you with unlimited access, during the Trial Period, the Initial Term and any Renewal Term (together collectively referred to as “Term”) of this Agreement, to Advice for all your day-to-day legal requirements within the areas of law set out in the Enterprise Order, by email or telephone. Lawyers assigned to your matter will also attend conference calls and meetings where required, both internal and external, and expenses for their travel and accommodation, if relevant, will be charged in accordance with our Expenses Policy.

6.5. Where the chosen Subscription Legal Services, as set out in the Enterprise Order pertains to commercial contract law, we will review, interpret, modify, and negotiate contracts on your behalf, be it with customers, suppliers, or other relevant parties. We will liaise with your management team as necessary to ensure these contracts align with your internal policies and procedures. Our Advice will encompass matters like Intellectual Property Rights and GDPR/Data Protection when such guidance is pertinent to the commercial contract. However, the Subscription Legal Service(s) do not cover project-specific tasks related to Intellectual Property Rights, GDPR/Data Protection, nor any aspects of dispute resolution or liaisons with Courts, Mediators, or Arbitrators. Such services are not part of the Subscription Legal Services; however, we can offer guidance on a per-hour billing basis.

6.6. Where the chosen Subscription Legal Services, as set out in the Enterprise Order pertains to employment law, we will review, interpret, amend, and negotiate employment contracts with your staff and consultants. We will communicate with your management to ensure these contracts adhere to your internal policies and procedures. Our advice will cover all aspects concerning the employment or contracting of an individual. However, the Subscription Legal Service(s) will not encompass any project-specific tasks or any form of dispute resolution, nor will they involve any interactions with Courts or Tribunals. These services are beyond the scope of the Subscription Legal Services, but advice can be provided on a per-hour billing basis.

6.7. The Company can support you or your relevant Affiliates in all out-of-scope areas of service on an Hourly Rate or other agreed payment basis, and we will be happy to provide a separate quotation for such services.

6.8. If you have any doubt as to whether a legal area or matter is included as part of your Subscription Legal Service, please do not hesitate to call one of our representatives or email your designated Lead Lawyer.

6.9. If you require out of scope services, for example, representation in a Court or Tribunal or the sale or acquisition of a business, we can provide a separate quotation for such work on an Hourly Rate or at an agreed Fixed Fee.

6.10.In England & Wales, where communication with a Court or Tribunal is required, this is deemed a “Reserved Legal Activity” and must be carried out by an SRA Regulated practice. Our sister company 360 Law Services Limited (SRA Number: 638684) would be able to provide an estimate of costs for undertaking this work.

7. SUBSCRIPTION SERVICE TRIAL PERIOD

7.1. Where the Parties have agreed to the provision of Subscription Legal Service(s) as specified in the Enterprise Order, such services shall commence with a trial period beginning on the Subscription

Effective Date stated in the Enterprise Order and concluding three (3) months thereafter (the “Trial Period”).

7.1.1. During the Trial Period, the Company shall assess the volume of Documents reviewed and amended, together with the number of hours expended by its Lawyers in reviewing, amending, and negotiating such Documents. This assessment shall also take into account the jurisdictions applicable to the reviews undertaken under the Subscription Legal Service(s).

7.1.2. Following this assessment, the Company shall, at its sole discretion, determine whether the Subscription Fee has been appropriately set.

7.1.3. If the Company concludes that the Subscription Fee requires adjustment, it shall promptly provide written notice to the Client specifying the revised Subscription Fee to apply for the Initial Term.

7.1.4. If the Company determines that the Subscription Fee remains appropriate, the Client shall be notified in writing that the existing Subscription Fee shall continue unchanged for the duration of the Initial Term.

7.1.5. The Parties agree to act in good faith throughout the Trial Period and to comply with the provisions of this clause.

7.2. Either Party may terminate the Subscription Legal Service(s) during the Trial Period by giving the other Party not less than thirty (30) days’ written notice. Termination under this clause shall release both Parties from any further obligations under the Subscription Legal Service(s), save for any Fees or obligations accrued prior to the termination date.

7.3. If neither Party exercises its right to terminate the Subscription Legal Service(s) during the Trial Period in accordance with clause 7.2, the Subscription Legal Service(s) shall automatically continue into the Initial Term specified in the Enterprise Order and remain in effect for its full duration.

7.4. Upon expiry of the Initial Term, the Subscription Legal Service(s) shall automatically renew for successive renewal terms (each a “Renewal Term”), each equal in duration to the Initial Term, unless terminated in accordance with this Agreement.

7.5. Approximately ninety (90) days before the end of the Initial Term or any Renewal Term, the Company shall notify the Client in writing of any proposed increase to the Subscription Fee for the forthcoming Renewal Term. If the Client wishes to continue the Subscription Legal Service(s) for the next Renewal Term, it must confirm acceptance of the proposed Subscription Fee.

7.6. If the Client wishes to terminate the Subscription Legal Service(s) at the end of the Initial Term or any Renewal Term, or if it does not accept the proposed Subscription Fee, it must provide the Company with at least thirty (30) Business Days’ written notice before the expiry of the current term.

7.7. If the Client neither accepts the proposed Subscription Fee nor provides written notice of termination within the period specified in clause 7.6, the Client shall be deemed to have accepted the proposed Subscription Fee, and the Subscription Legal Service(s) shall automatically continue for the next Renewal Term at the revised rate.

8. OUR METHOD OF WORKING

8.1. The Company shall assign a designated member of its management team to liaise with an Authorised Contact of the Client, or an Affiliate thereof, for the purpose of maintaining effective account management. Regular meetings shall be held to review performance and, where appropriate, to identify and implement any improvements to the services provided.

8.2. Important: It is essential that the Client, together with all employees, consultants, and Affiliates, adhere to the Company’s prescribed workflows when submitting a request for legal advice or assistance on any new matter.

8.2.1. Unless the Client has elected to utilise the Company’s AI Contract Review Services (see Schedule 2 – AiLa: AI Contract Review Services – Special Conditions), all new instructions must be submitted by email to legal@360businesslaw.com and not directly to any Lawyer.

8.2.2. Upon receipt of a new matter at legal@360businesslaw.com, the Company’s administrative team shall:

(i) review the request; and

(ii) allocate the matter to an appropriate Lawyer, having regard to:

· the jurisdiction involved;

· the Lawyer’s expertise in the relevant subject area; and

· the Lawyer’s availability.

8.3. Once allocation has been confirmed, the matter shall be entered into the Company’s LawLink system and assigned to the selected Lawyer. The individual within the Client’s organisation who submitted the matter shall receive an email notification confirming the Lawyer’s assignment. The allocated Lawyer will be copied on this notification and may thereafter communicate directly with the Client’s representative for the duration of that specific matter.

8.4. However, no Lawyer may be instructed directly by the Client or any Affiliate in relation to a new matter unless such matter has first been submitted in accordance with this clause.

8.5. The Client shall ensure that all staff members responsible for submitting matters are made aware of, and comply with, the procedure outlined above. Any attempt to instruct a Lawyer directly will cause delays in the handling of the matter, as such matters cannot be recorded or managed within LawLink. Furthermore, Lawyers are contractually prohibited from accepting work that has not been properly submitted and allocated through the LawLink system.

8.6. As a client of the Company, you will have access to the client portal of the Company’s proprietary case management system, LawLink, which may be accessed via a web browser or through the mobile application available on both Apple and Android platforms. The mobile application can be located by searching for “LawLink – 360 Law Group” in the respective app stores.

8.7. The Client Application provides Authorised Users with real-time visibility of all matters submitted to the Company and being handled by its Lawyers. The Client Application shall display the following information:

(i) the date the matter was submitted;

(ii) the matter name, the Lawyer assigned, and their contact details;

(iii) the total time recorded by the Lawyer on the matter to date; and

(iv) the status of the matter, namely:

· Active – with the Company’s Lawyer; or

· Pending – with the Client.

9. LEAD LAWYER PROGRAM

9.1. The Company shall deliver the Lead Lawyer Programme (the “Programme”) by appointing a suitably qualified Lawyer to act as the Client’s principal legal advisor for the duration of this Agreement (the “Lead Lawyer”). The Lead Lawyer shall provide legal advice, representation, and guidance on matters falling within the agreed scope of services. The Lead Lawyer shall not advise on areas outside their expertise; in such instances, the Company may, at its absolute discretion, allocate alternative or additional legal resources as it deems appropriate.

9.2. The Lead Lawyer shall, where necessary, collaborate with other Lawyers within the Company to obtain advice or assistance in connection with any matter submitted by the Client, or to consult on the Client’s internal processes and procedures. This may include coordinating with Lawyers practising in other jurisdictions to ensure that the Client receives comprehensive and accurate legal support across all relevant territories.

9.3. The Client shall provide the Lead Lawyer with all necessary instructions, documentation, and cooperation required for the effective delivery of the Programme. The Company shall not be liable for any delay, deficiency, or failure in performance arising from the Client’s omission or delay in providing such information or cooperation.

9.4. The appointment of a Lead Lawyer shall not give rise to any additional charges. The Company reserves the exclusive right to reassign or replace the Lead Lawyer with another suitably qualified

Lawyer at any time, provided that reasonable notice is given to the Client and that such change does not materially affect the delivery of the Programme.

9.5. Either Party may terminate participation in the Programme by giving not less than thirty (30) days’ written notice to the other Party, in accordance with the termination provisions of this Agreement.

10. CHARGES AND EXPENSES

10.1.By engaging the Company’s Services, the Client authorises the Company to incur such reasonable and necessary expenses as may be required for the proper conduct of the Client’s matter.

10.2.Travel, accommodation, and subsistence costs shall be charged in accordance with the Company’s Expenses Policy. All other costs are included within the agreed Fee, save for Disbursements payable to third-party suppliers, which shall only be incurred with the Client’s prior written consent.

10.3.Disbursements are payments made to third parties on the Client’s behalf and may include, without limitation, fees for counsel, external experts (including technical or professional specialists), couriers, registration or filing fees, and any applicable taxes. Such disbursements shall be invoiced at cost, with VAT added where applicable.