SCHEDULE 2 AI CONTRACT REVIEW SERVICE (AILA) – SPECIAL CONDITIONS

1. DEFINITIONS

Any capitalised terms used in this Schedule that are defined in the Agreement shall bear the meaning given to them in the Agreement. The following additional definitions apply for the purposes of this Schedule only:

AI-reviewed Document means a single supported Document (see Section 4 – Supported Document Types, below) submitted through LawLink that has been examined and analysed by LawLink’s artificial intelligence software (AI) using pre-set rules, algorithms, or machine learning models to evaluate the Document for specific purposes, such as identifying errors, inconsistencies, compliance with regulations, or adherence to stylistic or substantive guidelines;

Buyside Contract(s) means a contract under which a party is purchasing goods, services, or assets, focusing on terms that protect the buyer’s interests, such as warranties, delivery obligations, and pricing.

Checklists means a digital list of Contracts Watch Points and associated risk scoring.

A Contract Playbook means a comprehensive reference guide that outlines an organisation’s preferred positions, standard clauses, negotiation strategies, and acceptable variations for contracts. It serves as a practical tool to ensure consistency, compliance, and efficiency in contract drafting and review, providing guidance on how to handle key terms, risks, and common scenarios during negotiations.

Contract Watch Point means a specific clause, provision, or condition within a Document that necessitates close attention, ongoing monitoring, or further review due to its potential risk, complexity, or importance to the Client.

Integration means the Company’s API applications that establishes a connection between a Client’s Microsoft Office, Jira, Salesforce, or other third-party software application, and the Company’s LawLink application.

Large Language Model (LLM) means an OpenAI’GPT model, or a version of LLaMA or other LLM fine-tuned by the Company or its third-party licensor.

“NDA(s)” means Non-Disclosure Agreements, which are legally binding contracts that establish a confidential relationship between parties and set out terms to protect sensitive or proprietary information from being disclosed to unauthorised third parties.

A “RAG Report” means a detailed summary produced by the LawLink application following its review and analysis of a Document. It uses a Red, Amber, and Green (RAG) colour-coding system to visually indicate the status of key provisions or areas of concern within the Document. Red highlights critical issues requiring immediate attention, Amber identifies provisions that may pose risks or require further review, and Green confirms that sections comply with expectations or meet predefined standards.

“Sale Side Contract(s)” means a contract under which a party is selling goods, services, or assets, prioritising terms that safeguard the seller’s interests, such as payment terms, limitation of liability, and transfer of ownership.

“Word Plugin” means the Company’s Word® add-in that integrates seamlessly with Microsoft Word (version compatible with Windows 10 or later), enabling Clients and Lawyers to have real time review, edit, and further annotate a Document directly within the Word application. The Plugin provides enhanced functionality, including the ability to view the submitted Document with all relevant redlined text, access additional clause options, and review AI-generated comments. The Plugin is available to Clients who have contracted for its use as specified in the Enterprise Order.

 

2. AI CONTRACT REVIEW SERVICE (AILA)

2.1. AiLa is a Software-as-a-Service (SaaS) solution provided by the Company. It employs an advanced Large Language Model combined with proprietary artificial intelligence to analyse and review business-to-business contracts. The Service is accessed securely through the Company’s browser-

based LawLink platform or via an authorised Integration, with role-based access controls applied to each Client and their Authorised Users.

2.2. Clients are required to submit Documents through LawLink or an Integration, selecting the relevant supported Document type and specifying whether the reviewed Document, complete with its RAG Report, should be returned directly to the Clients Authorised User for further review or forwarded to one of the Company’s Lawyers within a relevant jurisdiction. Further Fees will apply if an AI-reviewed Document is reviewed by the Company’s Lawyers.

2.3. AiLa reviews each submitted Document against predefined or bespoke Checklists and a corresponding Contract Playbook.

2.4. Upon completion of the review by the AI, LawLink returns the Word document and generates a detailed RAG Report (Red, Amber, Green), highlighting contractual risks or deviations from standard Contract Playbook positions.

2.5. NOTE: When using the Word Plug-in, Clients must not rename the returned Word document, as the document name contains a reference required for system integration. Renaming the file may prevent the RAG Report from linking correctly, and the Word Plug-in will be unable to retrieve the report stored on our servers. 2.6. Fees for AI-reviewed Documents are charged in accordance with the rates set out in Schedule 3 – Global Rates and on the basis set out in the Enterprise Order. Clients who wish to edit reviewed contracts directly within Microsoft Word are encouraged to subscribe to the Company’s Word Plugin, which provides enhanced functionality and seamless integration with the AI -reviewed Document.

3. TERRITORIAL AND LANGUAGE SCOPE

3.1. The Client may access and use AiLa only from the following permitted jurisdictions (the “Permitted Jurisdictions”):

· Australia

· Canada

· United Kingdom

· United States of America

Access to, or use of, the Service from any location outside the Permitted Jurisdictions is strictly prohibited.

3.2. Use of AiLa from outside the Permitted Jurisdictions is not supported and may result in performance issues, access restrictions, or legal limitations. The Company accepts no responsibility or liability for any such issues arising from unauthorised use of AiLa outside the Permitted Jurisdictions.

3.3. The AI functionality is designed to process Documents drafted entirely in the English language. Submission of documents in other languages is not supported and will result in either:

(a) rejection of the submission; or (b) failure to produce reliable or meaningful results.

3.4. No representations or warranties are made regarding AiLa’s ability to interpret or analyse documents containing partial or complete translations into other languages, dialects, or legal systems. The Client will remain liable for any applicable Fees at the relevant rate in respect of any attempted processing of a Document in a language other than English.

4. SUPPORTED DOCUMENT TYPES

4.1. Documents may be submitted to AiLa in either Microsoft Word (.doc or .docx) or PDF (.pdf) format. There are no restrictions on the number of pages or on the inclusion of annexes such as Schedules, Appendices, or other types of attachments that can be submitted.

4.2. Although AiLa is capable of processing documents containing image-based text through its optical character recognition (OCR) functionality, Clients are strongly advised to submit text-based Documents to ensure the highest level of accuracy and performance.

4.3. AiLa is presently limited to the automated review of the following contract types:

· Non-Disclosure Agreements (NDAs)

· Sales Contracts

· Purchase Agreements

4.4. The range of supported contract types is expected to expand periodically through software Updates or Upgrades, notice of which shall be provided to Clients in accordance with clause 21 of the Enterprise Client – Terms and Conditions of Business.

5. AUTHORISED USERS AND ACCOUNT ADMINISTRATION

5.1. A Client may add and manage Authorised Users, who may be categorised as follows:

· Standard Users – permitted to submit contracts for AI review, receive outputs by email, and access results via email. Contracts are reviewed using a RAG Report Only.

· Word Plugin Users – in addition to the above, these users may download, install and use a Microsoft Word Plugin.

5.2. Clients may add or remove Authorised Users by contacting support@360businesslaw.com. Each Authorised User licence is assigned to a named individual and may not be shared or reassigned unless expressly permitted. Simultaneous use across multiple devices by a single Authorised User is not permitted.

6. DATA HANDLING AND CONFIDENTIALITY

The Client acknowledges that Documents submitted to AiLa are processed using automated systems hosted within secure environments that comply with applicable data protection laws, set out in the Company’s GDPR Addendum.

7. PROFESSIONAL SERVICES

6.1. AiLa is supplied with standard Checklists and Contract Playbooks for Non-Disclosure Agreements (NDAs), Buyside Contracts, and Sell-side Contracts, which are available for immediate use.

6.2. Clients whose contracting requirements are more complex or fall outside standard industry practices may elect to engage the Company’s Lawyers and Professional Services Team to develop bespoke Checklists and Contract Playbooks, specifically tailored to the Client’s business or sector. 6.3. Fees for the preparation of such bespoke materials are set out in Schedule 3 – Global Rates.

8. SERVICE AVAILABILITY AND PERFORMANCE

8.1. The Company will use reasonable endeavours to ensure the continuous availability of AiLa, subject to planned maintenance, Upgrades, and events beyond its reasonable control.

8.2. The Company does not guarantee uninterrupted or error-free operation of AiLa, and no warranties are given regarding the accuracy, completeness, or fitness for purpose of AI-generated outputs.

8.3. AI outputs, including annotated Documents and RAG Reports, are provided for informational and assistance purposes only and do not constitute legal advice. Clients are encouraged to seek independent legal review where appropriate.

9. SUPPORT SERVICES

The following support services are provided as part of the Subscribed Service:

· Support Desk: Clients may raise technical or usage issues by emailing the Company’s support desk – support@360businesslaw.com

o Support is available during UK Business Hours, Monday to Friday (excluding public holidays).

o Response times are not guaranteed but the Company will use reasonable endeavours to respond promptly.

· System Maintenance:

o The Supplier shall apply Updates, Upgrades, patches, and security improvements without additional charge.

o Advance notice of scheduled maintenance will be provided by email wherever commercially practicable.

o Emergency or Force Majeure maintenance may be applied without notice.

Important Exclusions: The support service does not include:

· Internet access or connectivity

· Device compatibility troubleshooting beyond published requirements

· Data recovery or off-platform backup

· Training unless separately agreed.

10. COMPLIANCE AND AUDIT

10.1.The Client shall ensure that its use of AiLa complies with all applicable laws, regulations, and professional obligations.

10.2.The Company reserves the right to suspend or restrict access to AiLa if it reasonably believes that continued use would breach any applicable law or regulation.