Terms of Business

Training workshops and AI assistant builds · Version 1.9 · Effective 26 September 2026

These Terms of Business apply to all services supplied by AI with Louise. They are read together with the Booking Confirmation issued for each engagement, which sets out the dates, scope and fees for that particular piece of work.

Please read them before signing a Booking Confirmation. If anything is unclear or does not fit how your organisation works, say so before you sign and it can be discussed.

1. Who we are and how to reach us

1.1 “AI with Louise”, “we”, “us” and “our” means Louise Martin, trading as AI with Louise, a sole trader whose trading address is Leigh House, Pudsey, Leeds LS28 8AN.

1.2 “You” and “your” means the organisation named on the Booking Confirmation.

1.3 Notices under these Terms may be sent by email to the addresses on the Booking Confirmation and are treated as received on the next working day.

2. Definitions

Booking Confirmation — the document issued by us setting out the agreed dates, attendees, scope, deliverables and fees for an engagement.

Workshop — a live training session delivered by us, in person or online.

Advisory Session — a working session in which we review or design your own AI instructions, prompts or processes, rather than deliver training. References in these Terms to Workshops apply equally to Advisory Sessions.

Build — an AI assistant configured to perform a defined task for you, delivered as a project workspace on an AI platform agreed with you at scoping. It consists of a written instruction set, supporting knowledge files, and a handover note.

Deliverables — the Workshop, the Build and any materials, handbooks, prompts, instruction sets or documents we provide.

Your Materials — any documents, data, templates, records or other content you supply to us for use in an engagement.

Third-Party Tools — AI platforms and software owned and operated by others, including but not limited to OpenAI, Anthropic, Microsoft and Google.

Working Day — Monday to Friday, excluding English public holidays.

3. How the contract is formed

3.1 We will issue a Booking Confirmation setting out the proposed engagement. A contract is formed when you sign and return it, or confirm acceptance in writing, or pay the deposit — whichever happens first.

3.2 Where an open workshop place is purchased online, the contract is formed when payment is taken and a confirmation email is issued.

3.3 These Terms apply to the exclusion of any purchase order terms, supplier terms or standard conditions you seek to impose, unless we have agreed otherwise in writing and signed.

3.4 A date is only held once a Booking Confirmation is signed or a deposit is paid. Verbal or provisional dates are not held.

3.5 The person signing a Booking Confirmation, or confirming acceptance in writing, warrants that they have authority to enter into this contract on behalf of the organisation named. Where an order is placed by someone who attended a Workshop, we may ask for written confirmation from a budget holder before starting work.

4. Workshops

Scope and attendees

4.1 We will deliver the Workshop described in the Booking Confirmation with reasonable skill and care, to the number of attendees stated. The attendee cap exists to protect the quality of the session and is not negotiable on the day.

4.2 If you wish to add attendees above the cap, this must be agreed in writing in advance and may require an additional cohort at the applicable fee.

4.3 Attendees should have a working device, an email account they can access, and any AI tool logins your organisation intends them to use. We will confirm requirements at least ten Working Days before delivery.

What you provide

For in-person delivery you are responsible for:

• A suitable room, seating and a screen or projector we can connect to.

• Working internet access with sufficient bandwidth for all attendees to use web-based AI tools at the same time.

• Confirming in advance that any organisational firewall or filtering permits access to the tools being taught.

• Refreshments and any access, parking or sign-in arrangements.

4.4 Where you are unable to provide the above and delivery is materially affected, we will do our best to adapt on the day, but we are not liable for reduced session quality caused by venue, network or access failures outside our control. The fee remains payable in full.

4.5 Where we supply the venue, the venue cost is included in the fee stated on the Booking Confirmation unless stated otherwise.

Changes to content

4.6 We may make reasonable adjustments to Workshop content, examples and running order to reflect the room, the attendees and developments in the tools being taught, provided the agreed learning outcomes are met.

Projects built during a Workshop

4.7 Any AI project created by attendees during a Workshop is built in your organisation’s own account and is yours to use, maintain and adapt. It is not a Build under section 5, and it does not include ongoing support, maintenance or updates from us.

5. AI assistant builds

5.1 Each Build covers one defined task, as described in the Booking Confirmation. “One defined task” means a single, repeatable output type — for example producing customer quotations. It does not mean an assistant that handles an entire business function.

5.2 You will supply Your Materials — typically three to five real examples of the completed work, plus any templates, price lists or house wording — within ten Working Days of the Booking Confirmation. Delivery timescales run from receipt of complete materials, not from the date of order. If complete materials are not supplied within thirty Working Days of the Booking Confirmation, we may retain the deposit and close the order. Restarting it later is treated as a new booking at the price applicable at that time.

5.3 You confirm that you own Your Materials or have the right to give them to us, that they do not infringe anyone else's rights, and that you have removed or are content for us to see any personal or confidential information they contain.

5.4 A Build is delivered into a workspace on a Third-Party Tool. You are responsible for holding a suitable paid subscription to that tool, in your organisation's own name, before the handover date. That subscription is bought and paid for by you, is not included in our fee, and is an ongoing cost. We will recommend a platform and plan during scoping, based on what the task needs and what your organisation already uses. Where you require a particular platform, tell us before we start, as it may affect what the Build can do.

5.5 We will deliver the Build and a short written handover note explaining how to use, adjust and maintain it.

Acceptance

5.6 You have ten Working Days from handover to test the Build and tell us in writing about anything that does not perform as described in the Booking Confirmation. We will correct it at no charge.

5.7 If you do not raise anything within that period, or you put the Build into live use, it is treated as accepted.

5.8 Two rounds of refinement are included within the acceptance period. Changes that go beyond the agreed task — new outputs, new formats, additional tasks — are new work and are quoted separately.

After handover

5.9 Handover takes place in one of two ways, agreed at scoping: we set the Build up directly in your workspace, or we supply the complete instruction set and knowledge files for you to install in your own workspace. Either way, once installed the Build sits in your account and you control it.

5.10 The fee does not include ongoing maintenance, monitoring, updates or support. AI platforms change frequently and a Build may need adjustment over time. If you want us to make later changes, we will quote for that work when you ask.

5.11 We do not hold, back up or take responsibility for continuity of your account, subscription or Build after handover. If your subscription lapses, access to the Build is a matter between you and the platform provider.

5.12 Where we have used our own workspace during development, we will delete our working copy and any of Your Materials held in it within thirty days of handover, unless you ask us in writing to retain them.

5.13 Where a Build is supplied as a pilot, at a reduced scope, or in exchange for something other than money, the price and scope stated apply to that engagement only. They set no precedent and create no expectation of the same terms for further work.

6. Fees and payment

6.1 Fees are as stated on the Booking Confirmation and are quoted in pounds sterling.

6.2 AI with Louise is not currently registered for VAT, so no VAT is charged. If we become VAT registered, VAT will be added to invoices issued after that date at the applicable rate.

6.3 Unless the Booking Confirmation says otherwise, commissioned workshops are payable 50% on booking to hold the date and 50% within fourteen days of the delivery date. Builds are payable 50% on placing the order and 50% within fourteen days of handover. We begin work once the deposit and complete materials have been received, whichever is later. Open workshop places are payable in full at the time of booking.

6.4 Travel within 25 miles of Leeds is included. Travel beyond that, and any overnight accommodation, is charged at cost and agreed in advance.

6.5 Payment is by bank transfer to the account shown on the invoice, or by the payment link provided for online bookings.

6.6 If an invoice is not paid by the due date we may charge interest on the overdue amount at 8% above the Bank of England base rate, accruing daily from the due date until payment is received, together with the fixed compensation provided for under the Late Payment of Commercial Debts (Interest) Act 1998. That fixed compensation is currently £40 for debts under £1,000, £70 for debts of £1,000 to £9,999.99, and £100 for debts of £10,000 or more, charged per overdue invoice.

6.7 Where our reasonable costs of recovering an overdue debt exceed that fixed compensation, we may recover the difference from you, including the cost of instructing a debt recovery agent or solicitor.

6.8 While an invoice is overdue we may withhold outstanding Deliverables, suspend work in progress, and decline to accept further bookings. Any resulting delay is not a breach by us and does not entitle you to a refund or reduction.

6.9 You do not have the right to withhold or set off any sum against amounts owed to us.

7. Cancellation and postponement

If you cancel or postpone a Workshop

7.1 Cancellation must be in writing. The following charges apply based on the date we receive it:

7.2 One postponement is permitted at no charge if we receive written notice 28 days or more before delivery and a replacement date within three months is agreed at the time. Any further postponement is treated as a cancellation under clause 7.1.

7.3 These charges reflect the fact that a booked date is turned away from other clients and preparation is carried out in advance. They are a genuine estimate of our loss, not a penalty.

7.4 Attendees failing to turn up does not reduce the fee.

If you cancel a Build

7.5 The deposit on a Build is non-refundable. If you cancel after work has started, we will invoice for work completed to that point, and the deposit is set against that sum.

If we cancel

7.6 If we have to cancel or postpone, we will tell you as soon as possible and offer a replacement date. If no replacement date can be agreed, we will refund all sums paid for the affected engagement. Our liability for cancellation by us is limited to that refund.

Open workshop places

7.7 Places purchased for open workshops are non-refundable but transferable to another named person from your organisation, or to the next scheduled session, on written notice at least seven days before the date.

7.8 Places are sold to business buyers for business purposes. The fourteen-day cancellation right under the Consumer Contracts Regulations 2013 does not apply.

8. Intellectual property

8.1 All intellectual property in our Deliverables — including our frameworks, methods, slide decks, handbooks, exercises, prompt structures and templates — remains ours.

8.2 We grant you a non-exclusive, non-transferable, perpetual licence to use the materials we provide for your own internal purposes, within the single organisation named on the Booking Confirmation.

8.3 Where you are part of a network, federation, group, trust or franchise, the licence covers only the named entity and the site or sites stated. It does not extend to member organisations, partner schools, associated companies or other branches. We are happy to license those separately — ask us.

8.4 Handbooks and workbooks are provided for the attendees at the session. Further copies for staff who did not attend are available under a wider licence, priced on request.

8.5 You may not, without our written permission:

• Deliver our training to third parties, or use our materials to run your own training for anyone outside your organisation.

• Copy, adapt, resell, sublicense or distribute our materials outside your organisation.

• Remove our branding or present our materials as your own.

• Use our materials to build, train, fine-tune or configure any AI model, assistant, chatbot or tool that reproduces, substitutes for, or competes with our training or our Builds.

• Upload our materials to any tool or platform whose terms permit the provider to retain that content or use it to train its models.

• Use our name, logo or the fact of our engagement in a way that suggests we endorse your products, services or advice.

8.6 Your Materials remain yours. We use them only to deliver the engagement and will return or delete them on request.

8.7 Where we configure a Build, you own everything it produces, and you have a perpetual licence to run, edit and adapt the instruction set and knowledge files within your own organisation. The instruction set itself, and the underlying method, structure and reusable templates, remain ours. You may not sell, license, publish or supply the instruction set to anyone outside your organisation, whether on its own or as part of another product.

8.8 Where an Advisory Session produces a written deliverable for you — for example an instruction set, a decision record or a documented process — that deliverable is yours to use and adapt. The framework, method and format we used to produce it remain ours.

8.9 We may use general knowledge, skill and experience gained during an engagement in our other work, provided we disclose nothing confidential to you.

8.10 Our materials may be marked with your organisation's name for the purpose of identifying the source of any unauthorised copy.

8.11 You accept that damages alone would not be an adequate remedy for a breach of this section, and that we are entitled to seek an injunction or other equitable relief in addition to any other remedy.

9. Confidentiality

9.1 Each of us will keep the other's confidential information confidential and use it only to perform this contract. This includes anything shared in a workshop room.

9.2 This does not apply to information that is already public, becomes public without a breach, is independently developed, or must be disclosed by law.

9.3 This obligation continues for three years after the engagement ends.

10. Data protection

10.1 Each of us will comply with the UK GDPR, the Data Protection Act 2018 and the Data (Use and Access) Act 2025. We are registered with the Information Commissioner's Office under registration number ZC248951.

10.2 For attendee names and contact details supplied for the purpose of running a session, we act as a data controller for our own record-keeping and act on our own account, not as your processor.

10.3 Where Your Materials contain personal data and we process it on your instructions to deliver a Build, we act as your processor. In that case we will act only on your documented instructions, keep the data secure, use no sub-processors without telling you, assist you with data subject requests so far as is reasonable, and delete or return the data at the end of the engagement.

10.4 We use a small number of third-party services to run our business, including a customer records system and website hosting. Where these hold personal data connected to your engagement they act as our processors under written terms, and we keep the list under review. We will tell you the current list on request, and before we start using a new service that would hold your data.

10.5 You are responsible for having a lawful basis for sharing any personal data with us, and for deciding what personal data is appropriate to place into any Third-Party Tool.

10.6 Our privacy notice is published at aiwithlouise.co.uk and sets out how we handle personal data, how long we keep it, and how to make a data subject request.

11. AI tools — what we do and do not cover

This section matters. Please read it.

11.1 We teach the use of Third-Party Tools that we neither own nor control. Their availability, pricing, features, model behaviour and terms of use can change at any time without notice to us. We are not responsible for those changes, or for any tool being withdrawn, degraded or made unavailable.

11.2 You are responsible for your own accounts, subscriptions and licences with those providers, and for complying with their terms of use.

11.3 AI tools can produce output that is inaccurate, incomplete, biased or entirely invented, including output that looks confident and correct. Every output must be reviewed by a competent person before it is relied on, sent to a customer, published, or used to make a decision. We train people to do this; we cannot do it for you.

11.4 Where we supply a Build, this applies with particular force to outputs that carry commercial or safety consequences — for example pricing, quotations, specifications or customer correspondence. A Build produces a draft for a human to check. It does not produce a finished document to be sent unchecked.

11.5 We do not give legal, regulatory, compliance, financial, insurance, tax or health and safety advice. Where a session covers data protection, privacy or security, it is delivered as general awareness training to help your team ask better questions. It is not a compliance audit, a Data Protection Impact Assessment, or advice on your obligations, and it must not be relied on as such. Take proper professional advice for those matters.

11.6 We do not warrant that use of AI tools will produce any particular saving, efficiency, revenue or business outcome. Any figures discussed in a session or proposal are illustrative.

12. Our responsibility to you

12.1 We will perform the services with reasonable skill and care. Nothing in these Terms excludes that obligation.

12.2 Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

12.3 Subject to clause 12.2, we are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or contracts, loss of goodwill, loss or corruption of data, or any indirect or consequential loss, however arising.

12.4 Subject to clause 12.2, our total liability for all claims connected with an engagement is limited to the total fees you have paid us for that engagement.

12.5 We are not liable for any loss arising from your use of, or reliance on, output produced by an AI tool, whether that tool was taught in a Workshop or configured as a Build.

12.6 You must notify us of any claim within six months of the date you became aware of the circumstances giving rise to it.

12.7 These limits are reflected in our fees. If you need cover beyond them, tell us before booking and we will discuss it.

13. Insurance

13.1 We hold professional indemnity insurance and public liability insurance. A certificate is available on request.

14. Recording, photography and testimonials

14.1 Sessions may not be recorded, filmed or livestreamed without our written permission.

14.2 We may wish to take photographs during a session for our own marketing. We will ask before doing so and will obtain written consent from any identifiable individual. Anyone may decline without explanation.

14.3 We may name you as a client and describe the work in general terms unless you tell us in writing that you would rather we did not.

14.4 Any testimonial you give may be used in our marketing. You can withdraw that permission at any time in writing and we will remove it from material we control.

15. Non-solicitation

15.1 For twelve months after an engagement ends, you will not engage any associate, subcontractor or trainer introduced to you by us to deliver similar services directly, without first agreeing terms with us.

16. Events outside our control

16.1 Neither of us is liable for failure or delay in performing caused by an event genuinely outside our reasonable control, including serious illness, bereavement, severe weather, transport failure, fire, flood, power or network failure, prolonged failure or withdrawal of a Third-Party Tool, epidemic, or action by a government or regulator.

16.2 The following are not treated as events outside reasonable control and do not relieve you of the cancellation charges in clause 7: staff absence, staff turnover, inability or unwillingness to release attendees from their duties, internal reorganisation, an inspection, audit or other competing commitment, a change of priorities, withdrawal of funding, or lack of funds.

16.3 A shortage of money is never an event outside reasonable control. Nothing in this section relieves you of an obligation to pay a sum that is due.

16.4 The affected party must tell the other as soon as reasonably possible, explain what has happened, and take reasonable steps to reduce the effect.

16.5 If a Workshop or Advisory Session is affected, we will offer a replacement date. If no date can be agreed within three months, either of us may cancel and we will refund sums paid for the affected session. If a Build is affected, delivery timescales extend by the length of the event.

16.6 If the event continues for more than three months, either of us may end the contract on written notice. You remain liable for work carried out up to that date.

17. Ending the contract

17.1 Either of us may end the contract immediately in writing if the other commits a material breach and does not put it right within fourteen days of being asked, or becomes insolvent.

17.2 We may suspend or end delivery immediately if an attendee behaves in a way that is abusive, discriminatory, unsafe or unlawful. The fee remains payable in full.

17.3 On termination, you must pay for all work done up to that date. Clauses 8, 9, 10, 11, 12 and 15 survive.

18. General

18.1 The Booking Confirmation and these Terms are the entire agreement between us and replace anything discussed or written beforehand.

18.2 Any change must be agreed in writing by both of us.

18.3 We are an independent contractor. Nothing creates a partnership, employment or agency relationship.

18.4 You may not transfer this contract without our written consent. We may subcontract delivery but remain responsible for it.

18.5 No one other than you and us has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

18.6 If any clause is found to be unenforceable, the rest continues to apply.

18.7 A delay in enforcing a right is not a waiver of it.

18.8 These Terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

19. Acceptance

Signing the Booking Confirmation confirms that you have read, understood and accept these Terms of Business on behalf of your organisation.