Platform Agreement

If there is any inconsistency between the documents that comprise the Agreement, they apply in the following descending order: (a) the Order Form (only to the extent it expressly varies a specific clause of this document); (b) the DPA and the Data Transfers Addendum (in respect of the processing of Personal Information); (c) this Agreement; (d) the Service Terms; (e) the Support and Service Level Terms; and (f) the AUP.

The individual signing or otherwise accepting the Order Form on behalf of the Customer warrants that they have the authority to bind the Customer to the Agreement. Each Authorised User who accesses the Platform agrees that the Customer has bound them to the terms of the Agreement that apply to their use of the Platform.

Subject to the Customer's payment of Fees and ongoing compliance with the Agreement, Donna grants the Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to permit Authorised Users to access and use the Platform for the Customer's internal business purposes and for the provision of legal services to End Clients.

The Customer's subscription, the number of Authorised Users, the Tier and any usage allowances are set out in the Order Form. The Customer must not exceed the contracted capacity. If the Customer materially exceeds capacity, Donna may, on written notice, invoice the additional usage at the rates published on the bydonna.ai pricing page or agreed in the Order Form.

Donna may from time to time modify the Platform, provided that the modifications do not materially diminish the Platform's overall functionality during a paid Term. Features identified as "beta", "preview", "alpha" or similar are provided on an "as is" basis, without service level commitments, and may be withdrawn or changed without notice. Section 14 (Warranties) does not apply to those features.

Donna processes and stores Customer Data in Australia only. Customer Data is hosted on Microsoft Azure in Australia East (Sydney), with Australia Southeast (Melbourne) for disaster recovery, and AI inference runs on Azure OpenAI Service in Australia East and on Amazon Bedrock in the AWS Asia Pacific (Sydney) region. Donna does not transfer Customer Data, including operational telemetry that contains Customer Data, outside Australia. Donna’s hosting arrangements, and any change to them, are reflected in the Subprocessor list published at bydonna.ai/legal/subprocessors and are subject to the change-notification process described there and in the DPA.

The Platform is organised into Spaces. A Space is a defined working area, scoped to a matter, transaction or relationship, in which the Customer collaborates with Authorised Users from its own organisation and, where the Customer chooses, with End Clients and with users from other firms or counterparties. The Customer controls the membership and permissions of each Space that it creates.

The Customer is responsible for the acts and omissions of each Authorised User as if they were the acts and omissions of the Customer. The Customer must ensure that each Authorised User keeps their credentials confidential, complies with the AUP and uses the Platform only in connection with the Customer's authorised purposes.

Where the Customer invites an End Client to a Space, the End Client accesses the Platform under the End Client End User Licence flow recorded at acceptance. The End Client's relationship with the Customer (including any retainer, costs disclosure or engagement letter) is solely between the Customer and the End Client. Donna is not a party to that relationship and is not the End Client's lawyer.

The Customer must give each End Client clear notice of (a) the use of the Platform in the matter, (b) the categories of Personal Information that may be processed in the Space, and (c) the AI features that may operate on materials uploaded to the Space. Where consent is required for Donna to process the End Client's Personal Information, the Customer must obtain that consent before the End Client uploads any material.

A Space may be configured to bring together more than one law firm acting for the same party, separately represented parties to a transaction or counterparties in litigation. The Customer is responsible for confirming that the configuration of any Space is consistent with the Customer's professional obligations, including duties of confidentiality, conflicts management and the preservation of legal professional privilege. Donna provides controls to compartmentalise materials within a Space, but does not select the appropriate compartmentalisation for any particular matter.

The Customer may, at any time, deactivate or remove an Authorised User. Donna may suspend an individual Authorised User where Donna reasonably believes that the Authorised User has breached the AUP or is engaged in conduct that creates a security risk to the Platform or to other customers, in accordance with section 19 (Suspension).

The Customer must maintain reasonable security controls over its account and over the credentials of its Authorised Users. The Customer must enable single sign-on or multi-factor authentication where the Customer's Tier supports it and must promptly notify Donna at security@bydonna.ai of any actual or suspected unauthorised access to the account.

The Customer must comply, and must ensure that each Authorised User and End Client complies, with the AUP at all times. The AUP is incorporated into the Agreement as if set out in full. A material breach of the AUP is a material breach of the Agreement.

The Platform is not a legal practice. The services provided by Donna are not legal services and the issuing of any Output by the Platform is not the practice of law. Where an Authorised User is an Australian legal practitioner, the practitioner remains responsible for the supervision of legal services provided to End Clients, including the supervision of the use of the Platform. In New South Wales and Victoria, this obligation is reflected in rule 31 of the Legal Profession Uniform General Rules 2015. Equivalent professional supervision obligations apply in Queensland, Western Australia, South Australia, Tasmania, the Northern Territory and the Australian Capital Territory under each jurisdiction's professional conduct rules.

The Customer acknowledges that responsibility for the legal correctness of work product, the appropriateness of advice given to End Clients and the conduct of any matter rests with the Customer and its Authorised Users at all times.

The Customer warrants that, in respect of each item of Customer Data uploaded to the Platform that contains Personal Information, the Customer has all rights, consents and authorisations necessary under the Privacy Act 1988 (Cth), the Australian Privacy Principles (APPs) and any other applicable data protection law, to permit Donna to process that Personal Information for the purposes contemplated by the Agreement and the DPA.

Donna does not disclose Personal Information in Customer Data to overseas recipients in providing the Platform; every Subprocessor on the Subprocessor list processes Customer Data in Australia. Where the Customer itself discloses Personal Information to a recipient outside Australia (for example, by inviting an Authorised User located overseas into a Space, or by exporting Customer Data), the Customer warrants that it has either (a) taken such steps as are reasonable in the circumstances to ensure that the overseas recipient does not breach the APPs, or (b) relied on an exception in APP 8.2, including informed consent given by the relevant individual.

As between the parties, the Customer owns all right, title and interest in and to the Customer Data, including all Inputs. Nothing in the Agreement transfers any right, title or interest in the Customer Data to Donna.

The Customer grants Donna a non-exclusive, royalty-free, worldwide licence to host, copy, transmit, display, process and otherwise use the Customer Data, solely to the extent necessary to: (a) provide and operate the Platform for the Customer; (b) maintain the security and integrity of the Platform; (c) prevent or address technical or operational issues; (d) enforce the AUP; and (e) comply with binding legal obligations. The licence terminates on the deletion of the Customer Data in accordance with section 18.5 and the DPA, save in respect of backup copies that are subject to documented retention and overwrite cycles.

Donna will not, and will procure that its Subprocessors do not, use Customer Data, Inputs or Outputs to train, fine-tune, evaluate or otherwise improve any general-purpose artificial intelligence model. The contractual prohibition flows down to each Subprocessor that provides AI inference services and is reflected in the zero-data-retention or no-training arrangements described in the DPA. Customer Data is used to operate the Platform for the Customer, not to enrich models that serve other customers or the public.

As between the parties, the Customer owns all Output generated by the Platform from the Customer's Inputs, except to the extent that the Output incorporates pre-existing Donna IP. To the extent that any Output is a work in which copyright or any other intellectual property right is capable of subsisting, Donna assigns to the Customer all of Donna's right, title and interest in that Output, with effect from the time the Output is first generated. The assignment is granted free of any further royalty obligation.

Donna does not warrant that any Output is accurate, complete, current, relevant or suitable for any particular use. Outputs are produced by probabilistic models. Outputs are not legal advice. The Customer must not rely on Output without independent review by a qualified legal practitioner. To the maximum extent permitted at law (and subject to section 15 (Australian Consumer Law)), Donna excludes all warranties, conditions and guarantees in respect of the legal correctness of Output.

The Customer is responsible for the lawfulness of all Inputs that the Customer or its Authorised Users provide to the Platform, and for ensuring that the upload of any Input does not breach a duty of confidentiality owed to a third party, infringe the intellectual property rights of any person or contravene any export control, sanctions or anti-money-laundering law.

All right, title and interest in and to the Platform, the Donna brand, the underlying software, the user interfaces, the documentation, the prompts, the workflows, the machine learning configurations and any improvements, derivative works, ideas, methods and know-how (collectively, Donna IP) are reserved to Donna and its licensors. No right is granted to the Customer in the Donna IP, whether by implication, estoppel or otherwise, except for the limited rights expressly granted in section 3.1.

If the Customer or any Authorised User provides Donna with suggestions, comments, improvement ideas or other feedback in respect of the Platform (Feedback), the Customer grants Donna a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, reproduce, modify and exploit that Feedback for any purpose, including the improvement of the Platform. Feedback is not Confidential Information of the Customer. Nothing in this section grants Donna any right in or to Customer Data, which remains subject to section 6.

Each party (the Recipient) must keep the other party's Confidential Information confidential, must not use it except for the purposes of the Agreement, and must apply at least the same standard of care to its protection as the Recipient applies to its own confidential information of like importance and, in any event, no less than a reasonable standard of care. Customer Data is the Confidential Information of the Customer.

The Recipient may disclose Confidential Information to (a) its personnel, advisers and contractors who need to know it for the purposes of the Agreement and who are bound by written obligations of confidentiality at least as protective as those in this section; and (b) to the extent that disclosure is required by law, by a regulator with jurisdiction over the Recipient or by an order of a court of competent jurisdiction, provided that, where lawfully permitted, the Recipient gives the other party prompt written notice and a reasonable opportunity to seek a protective order or equivalent relief.

Donna acknowledges that Customer Data may be subject to legal professional privilege (or its equivalent in any other jurisdiction). The following protocol applies:

• Donna does not assert privilege in its own right over any Customer Data and does not treat itself as a holder of privileged communications.
• The Customer's transmission of Customer Data to the Platform, and Donna's processing of that Customer Data in accordance with the Agreement, is intended by the parties to be consistent with the preservation of any privilege subsisting in that material. The Platform operates as a confidential third-party service provider engaged by the Customer.
• If a third party (including any law enforcement or regulatory body) seeks access to, or asserts a claim over, Customer Data in Donna's possession or under Donna's control, Donna will, where lawfully permitted, give the Customer prompt written notice and reasonable assistance, at the Customer's cost, to enable the Customer to defend any claim of privilege or confidentiality.
• Donna will not voluntarily disclose Customer Data to any third party (including law enforcement, regulators or counterparties) save as compelled by law and after providing the notice and cooperation referred to above. Where Donna is prohibited by law from giving notice, Donna will, on request, provide a transparency statement describing the disclosure to the maximum extent permitted by law.

The obligations in this section 9 survive termination of the Agreement and continue until the relevant Confidential Information ceases to be confidential other than by breach of this section.

The Platform incorporates large language models supplied by AI Subprocessors. The Customer acknowledges that the Output generated by those models is probabilistic, may vary between runs on the same Input and may include incorrect or incomplete material, including inaccurate citations, fabricated authorities or misstated propositions of law.

The Customer must ensure that no Output is acted on, communicated to an End Client, filed in a court or tribunal, or relied on in connection with the practice of law, unless and until it has been reviewed and verified by an Authorised User who is a qualified legal practitioner exercising independent professional judgement.

Customer Data is not used to train any AI model. The contractual prohibition in section 6.3 flows through to each AI Subprocessor identified in the Subprocessor list, supported by zero-data-retention configurations or equivalent contractual no-training commitments.

Where the Platform uses tool calling, document retrieval or web research to construct Output, the Platform displays the resources that were retrieved or invoked in the course of generating that Output. The Customer must verify each citation independently. Donna does not warrant the accuracy of citations, the completeness of the search or that any retrieved resource is authoritative.

The Customer must pay the Fees set out in the Order Form in the currency specified in the Order Form. Fees are non-refundable except where expressly stated in the Agreement. Unless the Order Form states otherwise, Fees are invoiced in advance and on each renewal of the Term. Donna may revise its Fees on renewal by giving the Customer at least 60 days' written notice prior to the end of the then-current Term.

Unless expressly stated to be GST-inclusive, all amounts payable under the Agreement are exclusive of GST. Where a supply made under the Agreement is a taxable supply within the meaning of A New Tax System (Goods and Services Tax) Act 1999 (Cth), the recipient must pay to the supplier, in addition to the consideration for the supply, an additional amount equal to the GST payable on that supply, on receipt of a valid tax invoice.

Where the Customer is a non-resident of Australia for GST purposes and the supply is not a taxable supply, the parties will treat the supply accordingly. Where withholding taxes are required to be deducted from a payment by law, the Customer must gross up the payment so that Donna receives the same amount as it would have received had no withholding been required, and must provide tax receipts for any amounts withheld.

Undisputed invoices that remain unpaid 30 days after the due date accrue interest at a rate equal to the Reserve Bank of Australia cash rate target plus 4 per cent per annum, calculated daily and compounded monthly, from the due date until paid. The Customer may dispute an invoice in good faith by written notice to billing@bydonna.ai delivered before the due date, identifying the disputed amount. The undisputed portion remains payable on the due date. The parties will negotiate in good faith to resolve any disputed amount within 30 days of the notice.

All amounts payable by the Customer to Donna must be paid free of any setoff, counterclaim or deduction other than as required by law.

Each party warrants to the other that, on the Effective Date and on each date on which the Agreement remains in force: (a) it is duly incorporated and validly existing under the laws of its place of incorporation; (b) it has the corporate power and authority to enter into and perform the Agreement; (c) the execution and performance of the Agreement does not breach any law, regulation or other obligation binding on it; and (d) the individual signing on its behalf has been duly authorised to do so.

Donna warrants that, during the Term, the Platform will substantially conform to the description of the Platform in the Order Form and the documentation. The Customer's sole and exclusive remedy for breach of this warranty is, at Donna's option: (a) correction of the non-conformity within a reasonable period; (b) provision of a workaround; or (c) where neither (a) nor (b) is commercially feasible, termination of the Order Form and refund of any Fees pre-paid in respect of the unused remainder of the Term.

Subject always to section 15 (Australian Consumer Law) and any other warranties, conditions or guarantees implied by law that cannot be excluded, all warranties, conditions, guarantees and representations (whether express, implied, statutory or otherwise) in respect of the Platform are excluded to the maximum extent permitted by law. Without limitation, Donna does not warrant that the Platform will be uninterrupted or error-free, that all defects will be corrected, that Output will be accurate or suitable for any purpose, or that the Platform will meet any particular regulatory or professional standard not expressly identified in the Agreement.

Donna will defend the Customer against any claim brought by a third party alleging that the Customer's use of the Platform, in accordance with the Agreement, infringes that third party's Australian or other patent, registered design, trade mark or copyright (an IP Claim), and will indemnify the Customer against damages and costs finally awarded against the Customer by a court of competent jurisdiction in respect of an IP Claim, or agreed by Donna in settlement of an IP Claim, provided that the Customer: (a) gives Donna prompt written notice of the IP Claim; (b) does not make any admission, settlement or compromise without Donna's prior written consent; (c) gives Donna sole control of the defence and settlement of the IP Claim; and (d) provides reasonable cooperation, at Donna's reasonable cost.

If an IP Claim is made or, in Donna's reasonable opinion, is likely to be made, Donna may, at its option and cost: (i) procure for the Customer the right to continue using the affected part of the Platform; (ii) modify the affected part so that it is non-infringing while substantially preserving its functionality; or (iii) replace the affected part with a non-infringing functionally equivalent alternative; and if none of (i), (ii) or (iii) is commercially feasible, Donna may terminate the Agreement on written notice and refund a pro-rata portion of any Fees pre-paid in respect of the unused remainder of the Term.

Donna's obligations under this section 16.1 do not apply to the extent that an IP Claim arises from: (A) Customer Data; (B) modifications to the Platform made by the Customer or a third party other than Donna; (C) the combination of the Platform with any product, service, software or process not supplied by Donna, where the IP Claim would not have arisen but for that combination; (D) the Customer's continued use of an allegedly infringing version of the Platform after Donna has provided a non-infringing replacement at no additional cost; (E) the Customer's use of the Platform outside the scope of the Agreement; (F) any open source software incorporated in the Platform that is provided under its own licence terms; or (G) any beta or preview feature.

The Customer will defend, indemnify and hold harmless Donna and its officers, employees and agents against all losses, damages, liabilities, fines, penalties and reasonable costs (including reasonable legal costs on a solicitor-client basis) arising out of or in connection with any third-party claim to the extent caused by:

• the Customer's, an Authorised User's or an End Client's breach of the AUP or any unlawful Input uploaded to the Platform;
• an allegation that the Customer Data, in the form provided by the Customer to the Platform, infringes a third party's intellectual property rights or privacy rights;
• breach by the Customer of the warranties in section 5.4 (lawful basis) or section 5.5 (APP 8 and overseas disclosure); or
• breach by the Customer of any law applicable to the Customer's professional practice, including the rules of any professional regulatory body to which the Customer is subject.

Each indemnified party must give prompt written notice of the claim to the indemnifier, must not admit, settle or compromise the claim without prior written consent (not to be unreasonably withheld), must give the indemnifier sole control of the defence and settlement of the claim and must provide reasonable cooperation at the indemnifier's reasonable cost.

Subject to section 15 (Australian Consumer Law) and section 17.4 (unlimited carve-outs), neither party is liable to the other party, whether in contract, tort (including negligence), under statute or otherwise, for any indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill, loss of reputation or loss, corruption or unauthorised access to data (other than as compensable under section 17.3), even if the party has been advised of the possibility of such loss.

Subject to section 15 and section 17.4, each party's aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), under statute or otherwise, is capped at an amount equal to the aggregate Fees paid by the Customer to Donna in the 12 months immediately preceding the first event giving rise to liability (the General Cap).

For the categories of liability set out in the table below, the cap is increased to two times the General Cap (the Enhanced Cap):

Nothing in this section 17 limits or excludes a party's liability for: (a) fraud or fraudulent misrepresentation; (b) wilful misconduct; (c) death or personal injury caused by the negligence of that party or its personnel; (d) the Customer's obligation to pay Fees in accordance with section 11; or (e) liability that cannot be limited or excluded as a matter of law (including liability arising under the Australian Consumer Law to the extent the law does not permit limitation in accordance with section 15).

The parties acknowledge that the limitations and exclusions in this section 17 reflect an agreed allocation of risk that is reasonable in the context of the Fees payable under the Agreement and the nature of the Platform.

The Agreement commences on the Effective Date and continues for the Initial Term set out in the Order Form. On expiry of the Initial Term, the Agreement renews automatically for successive Renewal Terms, each equal in length to the Initial Term, unless either party gives the other party not less than 60 days' written notice prior to the end of the then-current Term that it does not wish to renew. The Initial Term and each Renewal Term are together the Term.

Either party may terminate the Agreement immediately by written notice if the other party commits a material breach of the Agreement and fails to remedy that breach within 30 days after receipt of written notice describing the breach in reasonable detail.

Either party may terminate the Agreement immediately by written notice if the other party (a) becomes insolvent or unable to pay its debts as they fall due; (b) has an administrator, liquidator, receiver or controller appointed over any of its assets; (c) enters into a deed of company arrangement or similar arrangement with its creditors; or (d) ceases or threatens to cease to carry on its business, in each case to the extent such termination right is permitted by the Corporations Act 2001 (Cth) or any equivalent ipso facto stay regime.

The Customer may terminate the Agreement for convenience on 30 days' written notice to Donna. On a termination for convenience, Donna will refund to the Customer a pro-rata portion of any Fees pre-paid in respect of the unused remainder of the then-current Term, calculated as at the effective date of termination. Donna does not provide a general right of termination for convenience.

On termination or expiry of the Agreement: (a) the licences in section 3.1 cease; (b) each party will return or destroy the other party's Confidential Information, save as permitted by section 9 and the DPA; (c) the Customer remains liable for any Fees accrued prior to termination; and (d) Donna will, for a period of 60 days after the effective date of termination (the Export Window), make Customer Data available for export by the Customer through the standard export tools made available in the Platform. After the Export Window, Donna will delete Customer Data in accordance with the deletion timelines and overwrite cycles set out in the DPA.

The provisions of sections 1 (Important terms), 6 (Customer Data, Inputs and Outputs), 7 (Donna's intellectual property), 9 (Confidentiality), 11 (Fees, taxes and payment) in respect of accrued amounts, 14.3 (Disclaimer), 15 (Australian Consumer Law), 16 (Indemnities), 17 (Limitation of liability), 18.5 (Effect of termination), 18.6 (Survival), 21 (General provisions), 22 (Governing law and jurisdiction) and 23 (Defined terms) survive termination or expiry of the Agreement.

Notices under the Agreement must be in writing and delivered: (a) to Donna, by email to legal@bydonna.ai; and (b) to the Customer, by email to the address recorded for the Customer’s primary administrator on the Order Form. Notices are taken to be received when delivered, except that notices sent by email after 5pm in the recipient’s local time are taken to be received on the next business day. The parties may from time to time nominate further or alternative notice addresses by written notice given in accordance with this clause.

Neither party may assign or novate any of its rights or obligations under the Agreement without the prior written consent of the other party (not to be unreasonably withheld or delayed), except that either party may assign or novate the Agreement, on written notice and without consent, to (a) an Affiliate of that party, or (b) the acquirer or successor entity in connection with a merger, acquisition, internal reorganisation or sale of all or substantially all of its business or assets to which the Agreement relates.

A failure or delay by a party to exercise a right or remedy under the Agreement does not operate as a waiver of that right or remedy. A single or partial exercise of a right or remedy does not preclude any other or further exercise of that or any other right or remedy.

If any provision of the Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions are not affected, and the parties will negotiate in good faith to replace the affected provision with a provision that is valid and enforceable and that achieves, to the maximum extent permitted by law, the original commercial intention.

The Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior negotiations, representations, understandings and agreements, whether written or oral. Each party acknowledges that, in entering into the Agreement, it does not rely on any statement, representation or warranty not recorded in the Agreement.

The Agreement may be executed in any number of counterparts, each of which is an original and all of which together constitute the one document. The parties consent to the use of electronic signatures and electronic execution of the Agreement under the Electronic Transactions Act 1999 (Cth). An electronic signature affixed to the Agreement has the same legal effect as a handwritten signature.

The Agreement is drafted in the English language. If the Agreement is translated into any other language, the English version prevails in the event of inconsistency.

The Agreement does not create any relationship of agency, partnership, joint venture, employment or fiduciary relationship between the parties. Neither party has authority to bind the other party.

The Agreement is enforceable only by the parties, and (where applicable) by Affiliates of the Customer that take service under the Order Form. No other person has any right to enforce any provision of the Agreement.

The Agreement is governed by, and is to be construed in accordance with, the laws in force in New South Wales, Australia.

Where the Customer's registered office stated on the Order Form is in Australia, each party submits to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia at the Sydney registry, and any court hearing appeals from those courts, in respect of any dispute arising out of or in connection with the Agreement.

Where the Customer's registered office stated on the Order Form is outside Australia, the Customer may elect, by written notice given on or before commencement of any proceeding, to refer any dispute arising out of or in connection with the Agreement (including a dispute as to its existence, validity or termination) to arbitration in accordance with the Arbitration Rules of the Australian Centre for International Commercial Arbitration (ACICA) for the time being in force, which Rules are taken to be incorporated into the Agreement by this election. If no such election is made, the courts of New South Wales and the Federal Court of Australia at the Sydney registry have exclusive jurisdiction.

The seat of any arbitration will be Sydney, Australia. The language of the arbitration will be English. The number of arbitrators will be one. Where the amount in dispute, including any counterclaim, is less than AUD 5,000,000, the arbitration will be conducted in accordance with the ACICA Expedited Arbitration Rules then in force.

Nothing in this section 22 prevents either party from seeking urgent injunctive, equitable or interlocutory relief in any court of competent jurisdiction in respect of actual or threatened (a) breach of confidentiality, (b) infringement of intellectual property, or (c) misuse of Customer Data.