Last updated: 02/10/2026
Acceptance of this Agreement
These Instruction Works Master Services Terms (the Agreement) apply to every Session, bespoke project and other Service (each defined below) that Instruction Works Ltd supplies.
Every Service is ordered by a written Quotation, which is sent to you by email together with a copy of this Agreement. You accept this Agreement by signing the Quotation. Please read this Agreement carefully before you sign. If you do not agree to this Agreement, please do not sign the Quotation.
This Agreement is binding between INSTRUCTION WORKS LTD, a company incorporated in England and Wales (company number 17312228) whose registered office is at 45a Norwich Road, Dereham, England, NR20 3AS (Instruction Works, we, us), and the business customer identified in the relevant Quotation (the Client, you).
If you sign a Quotation on behalf of a company or other business, you confirm that you have authority to bind that business, and "you" and "Client" refer to that business. The Services are supplied to business customers only, for business purposes, and not to consumers.
This Agreement is a framework. Each signed Quotation forms a separate Order under it in accordance with clause 2. The version of this Agreement stated in, and sent with, the Quotation applies to that Order.
Structure of this Agreement
Clauses 1 to 17: General terms applying to all Services
Schedule 1: AI Advisory and Practical Training
Schedule 2: Bespoke AI Services
1. Definitions and interpretation
1.1 In this Agreement the following words have the following meanings:
Acceptance Date: the date on which a Deliverable is accepted or deemed accepted under paragraph 10 of Schedule 2.
Agreement: these terms, the Schedules and each Order.
AI Platform: any artificial intelligence or AI-enabled tool, platform, model, application, feature, workspace or capability supplied by a third party, whether available now or introduced in future, including any account, subscription, hosting or sharing arrangement associated with it.
Booking Confirmation: Instruction Works' written confirmation, sent under clause 2.7, of (a) for a Session, the Session date, start time, duration and joining details; and (b) for Bespoke AI Services, the date on which the Commencement Requirements were satisfied, the date on which work begins and the estimated delivery date.
Business Day: means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Client Materials: all information, documents, data, content, credentials, access rights and other materials supplied or made available by or on behalf of the Client.
Confidential Information: all information of a confidential nature disclosed by one party to the other, whether before or after the date of the relevant Order, including information disclosed during a Scoping Call, and including the terms of any Quotation.
Deliverables: the outputs expressly identified in a Quotation as deliverables, including instruction packs, prompts, guardrails, workflow structures, configuration recommendations, supporting materials and any initial configured assistant, agent, workflow, site, application or other AI-enabled project.
Fees: the fees for the Services stated in the Quotation.
Instruction Works Materials: all templates, methods, instruction structures, prompt frameworks, processes, tools, know-how and other materials owned by or licensed to Instruction Works before the relevant Order or developed independently of it, and any improvements to them.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names, rights in designs, database rights, rights in confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered, and all similar rights anywhere in the world.
Order: the contract for Services formed when the Client signed a Quotation under clause 2.4.
Quotation: Instruction Works' written quotation for Services, which may cover a Session, Bespoke AI Services or both.
Scoping Call: the initial call described in paragraph 2 of Schedule 2.
Services: the AI Advisory and Practical Training services described in Schedule 1 and the Bespoke AI Services described in Schedule 2, as applicable to the relevant Order.
Session: a booked period of AI Advisory and Practical Training under Schedule 1.
Substantive Work: has the meaning given in paragraph 9 of Schedule 2.
1.2 Clause and Schedule headings do not affect interpretation. The Schedules form part of this Agreement.
1.3 Words in the singular include the plural and vice versa. A reference to a person includes a company or unincorporated body. A reference to legislation is to that legislation as amended or re-enacted from time to time.
1.4 The words "include", "including" and "in particular" are illustrative and do not limit the sense of the preceding words. Any list of examples of Services, Deliverables or AI Platforms in this Agreement is non-exhaustive, and a service does not fall outside this Agreement merely because the relevant provider, platform, product, feature or capability is not named.
1.5 A reference to "writing" or "written" includes email but not fax.
2. How orders are made
2.1 This Agreement is a framework. No obligation to supply Services arises until an Order is formed under this clause 2. Each Order is a separate contract incorporating these terms and the relevant Schedule.
2.2 These terms apply to the exclusion of any other terms that the Client seeks to impose or incorporate (including in any purchase order), or which are implied by trade, custom, practice or course of dealing.
2.3 All Services are ordered by Quotation. Instruction Works does not sell Services online. After the Client's enquiry (and, for Bespoke AI Services, a Scoping Call), Instruction Works will email the Client a Quotation together with a copy of the version of this Agreement that applies to it.
2.4 The Quotation is an offer by Instruction Works. It becomes a binding Order when the Client signs it and returns it to Instruction Works by email or another method Instruction Works accepts. An electronic signature, typed name or scanned signature is sufficient. By signing the Quotation, the Client confirms that it has received, read and accepts this Agreement, which forms part of the Order. No separate signature of this Agreement is needed.
2.5 If the Client returns a Quotation with amendments or conditions, or refers to its own terms, no Order is formed unless Instruction Works confirms in writing that it agrees. Instruction Works may issue a revised Quotation instead.
2.6 A Quotation is valid for 30 days from its date unless it states otherwise. Instruction Works may withdraw or amend a Quotation at any time before it is signed.
2.7 Once the Client has signed the Quotation, Instruction Works will send an invoice under clause 6.2. A Session date is not reserved, and work on a project does not begin, until the payment then due has been received (see Schedules 1 and 2). Instruction Works will then send the Client a Booking Confirmation: for a Session, once the invoice has been paid; and for Bespoke AI Services, once the Commencement Requirements have been satisfied. Where a Quotation covers both, Instruction Works may send one Booking Confirmation covering both. A Booking Confirmation confirms the practical arrangements only. It does not form or vary the Order, and if it conflicts with the signed Quotation, the Quotation prevails.
2.8 A Quotation may cover a Session, Bespoke AI Services, or both. Where it covers both:
(a) Schedule 1 applies to the Session;
(b) Schedule 2 applies to the Bespoke AI Services, including any Deliverable listed in the Quotation that is to be produced during or alongside a Session; and
(c) the Session and the Bespoke AI Services are treated as separate Orders for payment, cancellation, validation and acceptance, so cancelling one does not cancel the other unless the Client says so in writing.
2.9 Any AI-related service that Instruction Works agrees to provide and describes in a signed Quotation is governed by this Agreement without the need for any amendment to it.
2.10 If there is any conflict between the documents forming an Order, the following order of precedence applies:
(a) the Quotation, but only in relation to the scope of Services, Deliverables, Fees, payment terms, dates, timeframes and other commercial or project-specific matters;
(b) the relevant Schedule; and
(c) clauses 1 to 17.
2.11 A Quotation cannot vary clauses 7, 8, 10 or 11 unless it expressly refers to the clause being varied and is signed by a director of Instruction Works.
2.12 Instruction Works may update this Agreement from time to time. Each Quotation will state the version that applies to it.
3. Supply of Services
3.1 Instruction Works will supply the Services with reasonable skill and care and in accordance with the relevant Order.
3.2 The Services are supplied only to business customers for business purposes. The Client warrants that it is acting in the course of its business and not as a consumer, and that the individual signs a Quotation on its behalf is authorised to do so.
3.3 Instruction Works will use reasonable endeavours to meet any dates stated in an Order. Time for performance is not of the essence. Estimated timeframes in a Quotation are estimates only and are subject to paragraph 8 of Schedule 2.
3.4 Instruction Works may decline to issue a Quotation, and may refuse to supply any Service or support any AI Platform, where it considers the proposed work unsuitable, unlawful, unsafe, contrary to the terms or policies of the relevant AI Platform, or outside its competence. Instruction Works is not obliged to support every AI Platform, service or capability.
4. Client obligations
4.1 The Client will:
(a) co-operate with Instruction Works and provide accurate, complete and timely information, decisions and approvals;
(b) supply the Client Materials and access arrangements identified in the Order, or otherwise reasonably required, in the form and by the time requested;
(c) ensure that it holds all rights, licences, permissions, consents and authority needed to supply the Client Materials and to grant any access to systems, workspaces, accounts or applications;
(d) hold and maintain any AI Platform account, subscription, workspace, administrator approvals, user permissions and application access required for the Services;
(e) provide suitable equipment, internet access and a suitable working environment for any online Session or call;
(f) ensure that its personnel attending Sessions or calls have appropriate authority and knowledge;
(g) review all outputs of the Services and of any AI Platform before relying on or using them; and
(h) comply with the terms, policies and acceptable use requirements of any AI Platform it uses.
4.2 If Instruction Works' performance is prevented or delayed by any act or omission of the Client, Instruction Works may suspend the Services, extend any timeframe by a reasonable period and recover any additional costs reasonably incurred, without being in breach of this Agreement.
4.3 Instruction Works will not, publish any site or application, change its audience or access settings, connect a domain, or make any project available to third parties. Those decisions and actions remain solely the Client's.
4.4 Instruction Works will not ask the Client to disclose account passwords, authentication codes or API keys, and the Client must not send them. Configuration will normally take place through guided screen sharing, authorised workspace or editor access, or another secure method agreed with the Client.
5. Third-party AI Platforms
5.1 AI Platforms are supplied and controlled by independent third parties. Instruction Works has no control over them and gives no warranty as to their continued availability, functionality, hosting, pricing, account eligibility, sharing arrangements, policies, terms or compatibility. Instruction Works is independent of, and is not affiliated with, endorsed by or sponsored by, any AI Platform provider unless expressly stated.
5.2 The Client is responsible for selecting the AI Platform it intends to use and for its relationship with the platform provider. The Client retains control of its AI Platform account and is responsible for subscriptions, access permissions, publication decisions and its use of any Deliverable.
5.3 The Client is responsible for obtaining and keeping any AI Platform account, plan, subscription level, feature or permission needed to create, access or use a Deliverable. If the Client does not have, or later downgrades, cancels or loses, the account, plan or features required, Instruction Works is not responsible, and no refund, reduction in Fees or further work is due. Any account or plan mentioned in a Quotation is stated for information only and is not a promise that the AI Platform will offer or keep offering the features needed.
5.4 If an AI Platform is changed, withdrawn or restricted, or its terms change, so that the Services or a Deliverable cannot reasonably be provided or used as intended, Instruction Works may propose an alternative approach, a revised Quotation, or terminate the affected Order under clause 12.4. Instruction Works is not liable for any such change.
5.5 AI-generated outputs may be inaccurate, incomplete, inappropriate or inconsistent. The Client must review all outputs and remains responsible for their use and for any decision made in reliance on them.
5.6 Where a project involves an AI-generated or AI-hosted site or application, the Client remains responsible for final review and testing, publication decisions, visitor-access settings, domain arrangements, privacy and cookie information, security, legal compliance and ongoing operation.
6. Fees and payment
6.1 The Client will pay the Fees in accordance with the Order and the relevant Schedule. Unless the Quotation states otherwise, Fees are payable in full in advance.
6.2 After the Client signs a Quotation Instruction Works will send the Client an invoice by email. Unless the Quotation states otherwise, each invoice is payable within 7 days of its date and, in any event, before the Session starts or work begins. Payment is to be made by bank transfer to the account shown on the invoice. Instruction Works' bank details are given only on its invoices, and Instruction Works will never change them by email alone. If the Client receives a message asking it to pay to different bank details, it should check with Instruction Works by telephone before paying.
6.3 All Fees are stated in, and are payable in, pounds sterling and are exclusive of VAT.
6.4 Where an Order provides for staged payments and a stage payment is not received by its due date, Instruction Works may suspend work, withhold release of any Deliverable, and revise the delivery timetable. Any period of suspension is added to the estimated timeframe.
6.5 If the Client fails to pay any sum by its due date, Instruction Works may, at its discretion, claim interest, fixed-sum compensation and reasonable debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. These rights are in addition to Instruction Works' rights under clauses 6.4 and 12.
6.6 All sums are payable in full without set-off, counterclaim, deduction or withholding except as required by law.
6.7 Work outside the scope of an Order will not be undertaken or charged for without the Client's prior written approval. Approved additional work will be charged at Instruction Works' then-current hourly rate or as otherwise agreed in writing.
7. Intellectual property
7.1 Instruction Works and its licensors retain all Intellectual Property Rights in the Instruction Works Materials. Nothing in this Agreement transfers them to the Client.
7.2 The Client and its licensors retain all Intellectual Property Rights in the Client Materials. The Client grants Instruction Works a non-exclusive, non-sublicensable, non-transferable licence to use the Client Materials for the purpose of supplying the Services.
7.3 Subject to payment of the Fees in full, Instruction Works grants the Client a non-exclusive, non-sublicensable, non-transferable licence to use, copy, adapt and modify the Deliverables, and any Instruction Works Materials incorporated in them, for the Client's internal business purposes and for any external use expressly agreed in the Quotation. If any payment for a Deliverable is reversed, cancelled or charged back and the corresponding Fee remains unpaid, the licence in respect of that Deliverable terminates until the Fee is paid, without affecting the licence for any other Deliverable that has been paid for in full.
7.4 The Client must not resell, sublicense, repackage or commercially distribute the Deliverables or the Instruction Works Materials as a separate product or service, or represent them as its own product for sale.
7.5 Instruction Works is free to use for other clients any ideas, concepts, techniques, know-how and general learning acquired in supplying the Services, provided it does not disclose the Client's Confidential Information.
7.6 The Client acknowledges that content generated by an AI Platform may not attract copyright protection, may be similar to content generated for others, and is subject to the platform provider's terms. Instruction Works gives no warranty as to the ownership or protectability of AI-generated output.
7.7 Instruction Works is not responsible for any change made to a Deliverable by the Client or any third party after delivery, and the licence in clause 7.3 does not extend any warranty to the Deliverable as modified.
8. Confidentiality
8.1 Each party will keep the other's Confidential Information confidential, use it only for the purposes of this Agreement, and not disclose it to any third party except:
(a) to its employees, officers, advisers and subcontractors who need to know it and are bound by equivalent obligations;
(b) as required by law, court order or a regulator; or
(c) with the other party's prior written consent.
8.2 Clause 8.1 does not apply to information that is or becomes public other than through breach of this Agreement, was already lawfully known to the receiving party, is independently developed, or is received from a third party without restriction.
8.3 This clause applies to information disclosed during a Scoping Call and any pre-contract discussion, whether or not an Order is subsequently formed, and survives termination for five years.
8.4 The Client acknowledges that information entered into an AI Platform is subject to that platform provider's terms and data handling practices, over which Instruction Works has no control. The Client is responsible for deciding what information it is appropriate to enter into an AI Platform.
9. Data and information handling
9.1 Other than ordinary business contact details required to administer the relationship, the Client must not supply to Instruction Works, or make available through any access arrangement, any personal data, customer records, special category data, criminal offence data or third-party confidential information without Instruction Works' prior written agreement.
9.2 If the Client does so in breach of clause 9.1, the Client remains the controller of that data, is responsible for the lawfulness of its disclosure, and will indemnify Instruction Works against any loss, claim or fine arising from it.
9.3 Instruction Works does not process personal data on the Client's behalf under this Agreement. If, exceptionally, the parties agree in writing that it will do so for a bespoke project, they will first enter into a data processing agreement meeting the requirements of Article 28 UK GDPR, and that processing is outside the scope of any Order until that agreement is in place.
9.4 Each party will comply with the Data Protection Act 2018 and the UK GDPR in relation to any personal data it processes in connection with this Agreement. Instruction Works' handling of business contact details is described in its Privacy Policy.
9.5 The Client is responsible for assessing whether its intended use of any AI Platform or Deliverable involves personal, confidential, regulated or otherwise sensitive information, and for any data protection impact assessment, lawful basis or other compliance step required.
10. Warranties and no professional advice
10.1 Instruction Works warrants that the Services will be supplied with reasonable skill and care.
10.2 The Services provide general business and practical technology guidance only. They do not constitute legal, financial, tax, accounting, regulatory, data protection, cybersecurity, or other regulated professional advice, and the Client should take its own professional advice where appropriate.
10.3 Instruction Works does not warrant that any Deliverable or AI Platform will be error-free, uninterrupted, fit for any particular purpose not expressly stated in the Quotation, or compatible with the Client's systems. No specific commercial, financial, productivity, regulatory or other outcome is guaranteed.
10.4 Examples, demonstrations and outputs created during a Session are illustrative training examples only and are not tested bespoke Deliverables, unless they are expressly listed as Deliverables in the Quotation.
10.5 The Client warrants that the Client Materials and its intended use of the Services and Deliverables will not infringe any third party's rights or breach any law or AI Platform terms, and will indemnify Instruction Works against any loss, claim or cost arising from a breach of this warranty, from the Client's breach of this Agreement, or from any unlawful use of the Services or Deliverables by or on behalf of the Client.
11. Limitation of liability
11.1 Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.
11.2 Subject to clause 11.1, Instruction Works is not liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:
(a) loss of profit, revenue, business, opportunity, contracts, anticipated savings or wasted expenditure;
(b) loss of, or damage or interruption to, data, networks, information systems, reputation, or goodwill;
(c) loss arising from the acts, omissions, availability, performance, outputs or terms of any AI Platform or other third party;
(d) loss arising from the Client's use of, reliance on, or decisions made using any output of the Services or of any AI Platform;
(e) loss arising from any modification of a Deliverable by the Client or a third party; or
(f) any indirect, consequential, special, incidental or punitive loss.
11.3 Subject to clauses 11.1 and 11.2, Instruction Works' total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with this Agreement shall not exceed the total Fees paid by the Client to Instruction Works during the 12-month period immediately before the date on which the cause of action first arose or, if the cause of action arose before 12 months had elapsed from the date of the Client's first Order, the total Fees paid during that shorter period. For the avoidance of doubt, this is an aggregate limit and is not increased by the existence of more than one claim.
11.4 No claim may be brought against Instruction Works more than 12 months after the Client became aware, or ought reasonably to have become aware, of the facts giving rise to it.
12. Suspension and termination
12.1 Either party may terminate an Order immediately by written notice if the other party:
(a) commits a material breach that is not remedied within 14 days of written notice requiring it to be remedied; or
(b) becomes insolvent, enters administration or liquidation, has a receiver appointed, makes an arrangement with creditors, or suffers any similar event.
12.2 Instruction Works may suspend the Services immediately if any sum due is unpaid or the Client is in breach of clause 4, 9 or 12.3.
12.3 Instruction Works may refuse, suspend or terminate any proposed or existing Order, immediately by written notice, if it reasonably considers that the project or the Client's intended use of the Services, Deliverables or any AI Platform is or may become unlawful, deceptive, unsafe, discriminatory, harmful, in breach of any AI Platform's terms or policies, or otherwise inappropriate (an Unacceptable Use Concern).
12.4 Instruction Works may terminate an Order by written notice if the Services cannot reasonably be provided because of a change to, or the withdrawal or restriction of, an AI Platform.
12.5 On termination of an Order for any reason:
(a) the Client will pay:
(i) for a Session, the Fee for any Session delivered, or treated as delivered under paragraph 3 of Schedule 1, before the date of termination; and
(ii) for Bespoke AI Services, for the Substantive Work carried out up to the date of termination, calculated in accordance with paragraph 9 of Schedule 2,
and any part of that amount not yet paid is immediately due. Subject to paragraph (b), Instruction Works will refund within 14 days any sums paid in excess of that amount;
(b) where Instruction Works terminates under clause 12.3 and the Unacceptable Use Concern arises from the Client's misdescription of the project, breach of this Agreement, or the Client's conduct, Instruction Works may also deduct from any refund its reasonable costs and losses incurred as a result of the termination (including time reserved for the Client that it cannot reasonably reallocate), and any shortfall is immediately due;
(c) Instruction Works may retain or withhold any Deliverable until all sums due have been paid;
(d) each party will return or destroy the other's Confidential Information on request, except as needed to comply with legal or regulatory obligations; and
(e) clauses 1, 6, 7, 8, 9, 10, 11, 12.5 and 14 to 17, and any other provision expressed or intended to survive, continue in force.
12.6 Termination does not affect any rights or remedies accrued before termination.
13. Marketing and publicity
13.1 Instruction Works may refer to the Client's business name and a general description of the project in its internal business records.
13.2 Instruction Works will not use the Client's name, logo, testimonial, case study, Confidential Information, private documents, sensitive data, Deliverables or project details in public marketing, portfolio or promotional materials without the Client's prior written permission.
14. Force majeure
14.1 Neither party is liable for any failure or delay in performing its obligations (other than payment) caused by events beyond its reasonable control, including the unavailability, failure or withdrawal of any AI Platform, internet or telecommunications failure, illness, epidemic, industrial action, or governmental action.
14.2 If such an event continues for more than 60 days, either party may terminate the affected Order on written notice and clause 12.5 will apply.
15. General
15.1 Entire agreement. This Agreement, together with the relevant Order, is the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, representations and understandings. Each party acknowledges that it has not relied on any statement not set out in this Agreement or the Order. Nothing in this clause limits liability for fraud.
15.2 Variation. No variation of this Agreement or an Order is effective unless in writing and signed by, or confirmed by email from, an authorised representative of each party. A revised Quotation signed by the Client under clause 2.4 is a valid variation.
15.3 Assignment. The Client may not assign, transfer or subcontract any of its rights or obligations without Instruction Works' prior written consent. Instruction Works may assign its rights to any successor to its business.
15.4 Waiver. A failure or delay in exercising any right is not a waiver of it. No single or partial exercise of a right prevents its further exercise.
15.5 Severance. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid, and the remaining provisions are unaffected.
15.6 No partnership. Nothing in this Agreement creates a partnership, joint venture or agency between the parties.
15.7 Third-party rights. No person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
15.8 Counterparts and electronic signature. A Quotation may be signed electronically (including by typed name, scanned signature or e-signature platform) and in counterparts, and an electronically signed Quotation is as effective as a signed original. Instruction Works will keep a copy of each signed Quotation and of the version of this Agreement that applies to it, and those copies are admissible as evidence of the Order.
16. Notices
16.1 Notices must be in writing and sent by email to the address most recently notified by the receiving party, or by pre-paid first-class post or hand to its registered office or principal place of business.
16.2 A notice sent by email is deemed received at the time of sending, or if sent outside 9am to 5pm on a Business Day, at 9am on the next Business Day. A notice sent by post is deemed received on the second Business Day after posting.
16.3 This clause does not apply to the service of proceedings.
17. Governing law and jurisdiction
17.1 This Agreement and each Order, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, are governed by the law of England and Wales.
17.2 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.
17.3 Before commencing proceedings, the parties will attempt in good faith to resolve any dispute by discussion between senior representatives within 21 days of one party notifying the other of the dispute. Nothing in this clause prevents either party seeking urgent injunctive relief or bringing a claim for unpaid Fees.
SCHEDULE 1 – AI ADVISORY AND PRACTICAL TRAINING
1. The Service
1.1 AI Advisory and Practical Training (which may be marketed as a "Practical AI Working Session") is a live online session providing practical guidance tailored to the Client's business. Depending on the Client's needs, a Session may include:
(a) explaining the capabilities and limitations of AI tools;
(b) demonstrating relevant AI features;
(c) helping the Client identify potential uses of AI in its business;
(d) discussing prompting and instruction approaches;
(e) exploring practical applications within the Client's work or processes; and
(f) explaining the importance of human review, appropriate information handling and responsible use.
1.2 The Service is supplied verbally during the Session. No written report, transcript, AI policy, implementation plan, prompt library, instruction pack or other written deliverable is included unless it is expressly listed as a Deliverable in the Quotation.
1.3 Instruction Works may, at its discretion, send a short courtesy email after a Session summarising selected topics or suggested next steps. Any such email is provided for convenience only, is not a contractual deliverable, and is not advice on which the Client should rely without further review.
1.4 Any written, configuration or implementation work (such as setting up a skill, or preparing a playbook or guide) is included only if it is listed in the Quotation as a Deliverable of the Bespoke AI Services whether it is to be done during the Session or separately. Schedule 2 then applies to that work. Anything else created during a Session is an illustrative example under paragraph 6.
1.5 Sessions are one-off bookings. There is no subscription, retainer or ongoing advisory relationship. Each further Session needs a new Quotation unless another arrangement is expressly agreed in writing.
2. Booking, duration and Fees
2.1 The minimum booking is one hour at £250. Additional time may be booked in 30-minute increments at £125 per increment. Fees are exclusive of VAT.
2.2 Sessions should be requested at least two Business Days in advance and are subject to availability. Instruction Works may accept a booking at shorter notice where availability permits.
2.3 A Session is booked only when the Client has signed the Quotation and paid the invoice in full. Until then the proposed date is provisional and not reserved. Once payment is received, Instruction Works will send a Booking Confirmation.
2.4 If the invoice has not been paid in full at least two Business Days before the proposed date, Instruction Works may release the date and either offer a new date or cancel the Order, without liability.
3. Cancellation, rescheduling, lateness and no-shows
3.1 The Client may cancel a Session by giving written notice at least two Business Days before its scheduled start time. Any Fee paid will be refunded in full within 14 days, and any unpaid Fee will cease to be payable.
3.2 Alternatively, the Client may reschedule a Session once without charge by giving written notice at least two Business Days before its scheduled start time, subject to availability.
3.3 If the Client cancels or asks to reschedule with less than two Business Days' notice, or does not attend, the Fee is not refundable and the Session is treated as delivered. Any replacement Session requires a new Quotation and payment. Instruction Works may, at its sole discretion and in exceptional circumstances, permit a late reschedule without further charge.
3.4 If the Client joins late, the Session will still end at the originally scheduled time unless Instruction Works agrees otherwise. No reduction in Fee applies.
3.5 If Instruction Works cancels a Session for any reason, the Client may choose either a replacement date or a full refund of the Fee. Instruction Works has no further liability for a cancelled Session.
3.6 For the purposes of this paragraph, notice given after 5pm on a Business Day, or on a day that is not a Business Day, is treated as given at 9am on the next Business Day.
4. Delivery
4.1 Sessions are delivered online by video call using a platform nominated by Instruction Works and may include screen sharing and live demonstrations.
4.2 The Client is responsible for having suitable equipment, a stable internet connection, a suitable environment and, where relevant, its own AI Platform account or subscription. Time lost because of the Client's technical difficulties is not made up or refunded.
4.3 In-person sessions are not part of the standard Service but may be separately agreed and quoted, including travel time and expenses.
4.4 A Session is intended for the Client's personnel. The Client must not invite third parties to attend without Instruction Works' prior agreement.
5. Recording
5.1 Neither party may record or transcribe a Session, by audio, video, screen capture, transcription tool or otherwise, without the other party's prior written consent.
5.2 Each party may keep its own written notes of a Session. Any recording made with consent is Confidential Information of both parties and may be used only for the Client's internal reference.
6. Nature of the Service
6.1 Unless they are expressly listed as Deliverables in the Quotation, examples, prompts, configurations and outputs created during a Session are illustrative training examples only. They are not tested, are not bespoke Deliverables, and are not warranted as fit for use in the Client's business without further work.
6.2 Clauses 5, 10 and 11 of the general terms apply. The Service provides general business and practical technology guidance and does not constitute regulated professional advice.
SCHEDULE 2 – BESPOKE AI SERVICES
1. Scope of the Service
1.1 Bespoke AI Services are services relating to supported artificial intelligence and AI-enabled tools, platforms, models, applications, features and capabilities, whether currently available or introduced in future, as described in signed Quotation.
1.2 Depending on the project agreed in the Quotation, the Service may include, without limitation:
(a) establishing the intended purpose, users, objectives and boundaries of the project;
(b) reviewing relevant business information and source materials;
(c) assessing the suitability of the proposed use case and intended AI Platform;
(d) designing bespoke instructions, prompts, guardrails, workflows, restrictions or conversation structures;
(e) recommending appropriate platform settings, configurations and supporting information;
(f) creating or assisting with AI assistants, agents, instruction-based workflows, automations, skills, AI-generated or AI-hosted sites and applications, or other supported AI capabilities;
(g) testing, evaluating and refining agreed Deliverables against defined use cases;
(h) preparing supporting documentation, guides, playbooks, configuration guidance or handover materials; and
(i) providing guided setup, implementation or handover support where expressly included in the Quotation.
1.3 The list in paragraph 1.2 is illustrative. Instruction Works is not restricted to any particular product, platform, feature or delivery method, and a service does not fall outside this Schedule because the relevant provider, platform, product, feature or capability is not named.
1.4 Each project remains subject to feasibility, applicable law, the terms and policies of the relevant AI Platform, and Instruction Works being satisfied that the work is appropriate and within its capabilities (see clause 3.4 of the general terms).
2. Scoping Call and requirements
2.1 The process normally begins with a Scoping Call of up to 30 minutes at no charge. The Scoping Call is for qualification, feasibility and high-level scoping only, and is intended solely to enable Instruction Works to understand the proposed project and to gather information for a Quotation. It does not include detailed advice, design work, drafting, configuration or any Deliverable, and no Order is formed by it. Nothing said or shown during a Scoping Call is advice or a recommendation, the Client must not rely on it as such, and Instruction Works accepts no liability in respect of it.
2.2 The Scoping Call will seek to establish:
(a) the intended purpose and required outcome of the project;
(b) the intended users and audience;
(c) whether the project is for internal or external use;
(d) the AI Platform, account, plan, workspace or capability the Client intends to use;
(e) whether the intended creation, implementation and sharing arrangements are currently supported;
(f) the information, materials and access arrangements required;
(g) the expected Deliverables and level of implementation support; and
(h) whether personal, confidential, regulated or other sensitive information may be involved.
2.3 If the requirements cannot reasonably be established during the Scoping Call, Instruction Works may propose a separately quoted discovery or requirements stage before quoting for the main project. Any discovery stage is itself an Order under this Schedule.
2.4 Information and materials required for the project may be gathered during the Scoping Call and requested afterwards by email or another agreed method. No standard intake form is required unless the Quotation says so.
2.5 Clause 8 of the general terms (Confidentiality) applies to the Scoping Call and all pre-contract discussions.
3. Quotation
3.1 Instruction Works will issue a Quotation recording the scope, assumptions, Client responsibilities, Deliverables, exclusions, Fee, payment arrangements and estimated delivery timeframe. The Quotation will identify the principal information, materials, access arrangements and Client inputs required.
3.2 Each project is individually priced. Factors may include the nature, complexity and purpose of the project; internal or external use; the number of users, use cases, workflows or Deliverables; the selected AI Platform and its account or workspace requirements; the amount and condition of source information; the level of design, testing and refinement required; any setup, implementation or handover support; access or configuration requirements; and the requested timeframe.
3.3 Where requirements are sufficiently clear the Quotation will normally state a fixed project Fee. Otherwise it may state an hourly or daily rate with an estimate.
3.4 The Order is formed when the Client signs the Quotation in accordance with clause 2.4 of the general terms.
4. Work not included unless stated in the Quotation
4.1 The following are not included in any Order unless the Quotation expressly says so:
(a) traditional or custom software development outside the relevant supported AI Platform;
(b) bespoke coding or scripts or model training or fine-tuning;
(c) APIs, API triggers, MCP servers, plugins or external integrations;
(d) authentication or service-account configuration;
(e) domain registration or DNS configuration;
(f) independent hosting outside the relevant third-party platform;
(g) workspace administration;
(h) security testing or accessibility auditing;
(i) legal, regulatory or data protection compliance assessments;
(j) ongoing management, maintenance, monitoring or technical support; and
(k) any other work not expressly described in the Quotation.
4.2 Paragraph 4.1 identifies work that is excluded by default. It does not prevent Instruction Works from agreeing to provide any of that work in a Quotation, including instruction materials or guided creation and configuration support for an AI-generated or AI-hosted site or application.
5. Deliverables
5.1 The Deliverables and any implementation or handover support are those expressly identified in the Quotation and no others.
5.2 Depending on the project, Deliverables may include an editable instruction or prompt pack; guardrails, workflow structures or configuration recommendations; guides, playbooks, supporting materials or organised source information; an initial configured assistant, agent, skill, workflow, site, application or other AI-enabled project; testing against agreed use cases; setup, implementation or handover calls; guided configuration within the Client's own AI Platform account; and limited implementation or handover support.
5.3 The Client retains control of the relevant AI Platform account and of the completed project. Instruction Works will not independently host, operate, manage or maintain any completed project.
5.4 Additional calls, implementation work or changes outside the agreed scope are chargeable and require the Client's prior written approval under clause 6.7 of the general terms.
6. Commencement
6.1 Work on a project will not begin until Instruction Works has received:
(a) the signed Quotation;
(b) the initial payment stated in the Quotation; and
(c) all Client Materials, access arrangements, approvals and other inputs identified in the Quotation as required to begin,
(together, the Commencement Requirements).
6.2 When the Commencement Requirements have been satisfied, Instruction Works will send the Client a Booking Confirmation under clause 2.7 of the general terms. If anything is still outstanding, Instruction Works will tell the Client in writing what is needed.
7. Payment
7.1 Unless the Quotation states otherwise, the Fee is payable in full before work begins.
7.2 Where the Quotation provides for staged payment, the default structure is:
(a) 50% of the Fee before work begins; and
(b) 50% of the Fee before release of the completed Deliverables or final handover.
7.3 Instruction Works may withhold release of any Deliverable, and any handover or implementation support, until all Fees then due have been received.
7.4 If a staged payment is late, clause 6.4 of the general terms applies.
8. Delivery timeframe
8.1 The Quotation will state an estimated delivery timeframe. The timeframe begins on the Business Day after the Commencement Requirements have been satisfied, and that date will be stated in the Booking Confirmation.
8.2 Estimated timeframes are estimates only. Client delays, incomplete or late Client Materials, unavailable access, late approvals, unavailability of the AI Platform, or changed requirements may result in revised delivery dates.
8.3 Material changes to requirements may require a revised Quotation. Instruction Works is not obliged to begin or continue work on changed requirements until the revised Quotation is accepted.
9. Cancellation by the Client and payment for work done
9.1 Substantive Work begins when Instruction Works starts reviewing, researching, analysing, designing, drafting, configuring, testing or otherwise working on the agreed project after the Commencement Requirements have been satisfied.
9.2 The Client may cancel an Order at any time by written notice. The consequences depend on when notice is received.
9.3 Before Substantive Work begins: Instruction Works will refund the sums paid, less any reasonable non-recoverable costs already incurred in reliance on the Order (for example third-party subscriptions or licences purchased for the project at the Client's request).
9.4 After Substantive Work begins: the Client will pay for the work carried out up to the date notice is received (the Work Done Charge). The Work Done Charge is:
(a) for a fixed-fee project, the proportion of the Fee that fairly reflects the stage the work has reached, as reasonably assessed by Instruction Works by reference to the stages or Deliverables in the Quotation, together with any non-recoverable costs; or
(b) for a time-based project, the time spent at the agreed rate, together with any non-recoverable costs,
in each case not exceeding the total Fee.
9.5 Sums already paid are credited against the Work Done Charge. Any excess is refunded within 14 days; any shortfall is invoiced and payable within 14 days.
9.6 On payment of the Work Done Charge, Instruction Works will provide the Client with the work completed to that date in its then-current state, without warranty as to its completeness or fitness for use. Paragraph 10 does not apply to partially completed work.
9.7 Instruction Works will keep a reasonable record of progress on each project and will, on request, explain how a Work Done Charge has been calculated.
10. Validation and acceptance
10.1 When Instruction Works delivers a Deliverable, or the initial version of the project, it will notify the Client in writing (the Delivery Notice).
10.2 The Client has three Business Days from the Delivery Notice (the Validation Period) to review the Deliverable and provide one consolidated written list of feedback.
10.3 Instruction Works will address, at no additional charge, any item of feedback that identifies a Non-Conformity: a failure of the Deliverable to meet the requirements, scope and assumptions recorded in the Quotation, including factual errors, faults and reasonable refinements consistent with the agreed scope.
10.4 The following are not Non-Conformities and are treated as a Change Request: new preferences, new use cases, new source materials, additional functionality, changes to the agreed requirements, changes arising from the Client's own Materials being inaccurate or incomplete, and changes needed because of a change to the AI Platform or to the Client’s account after the Delivery Notice. A Change Request may result in additional Fees and revised delivery dates and will be handled under paragraph 8.3.
10.5 If the parties disagree whether an item is a Non-Conformity or a Change Request, the Quotation is decisive. Where the Quotation is silent, Instruction Works' reasonable determination applies, having regard to what was discussed on the Scoping Call and recorded in writing.
10.6 A Deliverable is accepted on the earliest of:
(a) the Client confirming acceptance in writing;
(b) the expiry of the Validation Period without the Client providing a consolidated list of feedback; and
(c) where feedback identifying Non-Conformities has been given, Instruction Works notifying the Client that they have been addressed, unless the Client identifies within three Business Days a Non-Conformity that remains outstanding.
10.7 After the Acceptance Date, any further work is a Change Request. Acceptance does not affect the warranty in clause 10.1 of the general terms in respect of latent defects notified within 30 days of the Acceptance Date.
11. Unacceptable Use Concern arising after work begins
11.1 If an Unacceptable Use Concern (clause 12.3 of the general terms) becomes apparent after Substantive Work has begun, Instruction Works may suspend work and notify the Client, giving the Client a reasonable opportunity, where appropriate, to explain or modify the project.
11.2 If the concern is not resolved to Instruction Works' reasonable satisfaction, Instruction Works may terminate the Order. Clause 12.5 of the general terms then applies.
11.3 Instruction Works is not obliged to release any Deliverable, or any partially completed work, relating to a project terminated under this paragraph.
