Client
[School Name]
Provider
Togno Labs S. A.
Engagement
[A / B / C — see §2]
Version
v2.0

1 — Purpose and structure of this document

This is the single Statement of Work for all AIP engagements. Clauses 1–10 apply to every engagement and are identical whichever is selected. Schedules A and B then set out the scope, deliverables, milestones, acceptance criteria and fee for each engagement. Only the selected Schedule forms part of the agreement; the others are included so both parties can see exactly what was and was not bought.

Implement a practical, school-owned AI governance system covering policy, privacy, safeguarding alignment, stakeholder capability and ongoing governance cadence — measured on two axes reported separately and never averaged: Readiness (whether the institution can use AI well) and Governance (whether it can be responsible for it), together with a Practice measure of whether AI is yet serving teaching and learning.

2 — Engagement selected

One of the following is selected and its Schedule forms part of this agreement:

EngagementAnswersSchedule
The Review · ~5 weeksWhere do we stand on both axes, and what does the quadrant mean here?A
Implementation · 12 weeksThat — and then we build it with youB

Each engagement is complete in itself. Where Client subsequently commissions a larger engagement, the fee already paid is credited in full and no work is repeated or re-charged.

3 — Nature of this Statement of Work

This is a deliverable-based (design/detail) Statement of Work. Provider is obligated to perform the specified method and produce the specified deliverables to the stated quality. It is expressly not a performance-based Statement of Work and contains no warranty as to outcomes.

The reason is structural rather than defensive. The outcomes a school ultimately achieves depend on decisions and resources that sit with Client and not with Provider — whether an owner is appointed and released, whether staff attend, whether leadership accepts a finding, whether a tool is withdrawn. Provider can measure those things honestly and say so; Provider cannot deliver them. A Statement of Work that promised otherwise would transfer to Provider a risk Provider has no means to control, and would create an incentive to report favourably on Client's own inaction — which would destroy the only thing this engagement is for.

Accordingly, acceptance in each Schedule is defined by deliverables produced and their evidenced quality, never by a score improving or a target percentage being reached.

4 — Internal Capacity Requirements (Client Responsibilities)

Each is a point at which the engagement stalls if unresourced. They are stated before signature rather than discovered after, and Schedule-specific additions appear in the relevant Schedule.

Delay attributable to any of the above extends the timeline without penalty to Provider and does not alter the fee. Where a delay exceeds two weeks, either party may propose a revised schedule under §9.

5 — Out of Scope (all engagements)

6 — Fees & Payment Terms (mechanics)

The fee and payment schedule for the selected engagement are stated in its Schedule. The following apply to all:

7 — Change Control

Any scope change requires a written change order defining additional deliverables, timeline changes and fee adjustment. Work does not begin on a change until the order is signed. Two review cycles are included on drafted documents; further rounds are billable and quoted before they begin.

8 — Data Protection, Confidentiality, and Legal Notice

Legal Notice: Governance templates and all deliverables produced under this engagement are operational implementation support. They are not legal advice and do not create an attorney–client relationship. Client is responsible for review by its own counsel and data protection officer before adoption.

Client owns all deliverables produced under this engagement from the moment each is delivered, irrespective of payment status. Provider retains ownership of its underlying instruments, templates and tooling; Client may continue using them after this engagement without further licence or fee. Nothing produced for Client is withheld, disabled or reclaimed for non-payment; unpaid fees are recovered as a debt, not by removing a school’s governance material.

Provider handles all data per contract terms and applicable regulation. Specifically:

Confidentiality obligations survive project completion.

9 — Correction, dispute and escalation

This engagement is sold on the premise that findings may be contested. A route for that is therefore part of the agreement rather than an afterthought.

10 — Term, termination and liability

Schedule A — The Review · ~5 weeks

Question answered: where does the institution stand on both axes, and what does the quadrant mean here. Readiness — can its people use AI well — and Governance — can the institution be responsible for it. Both are measured; neither is sold on its own.

Why both. The finding is the quadrant, not either score. A school measured on readiness alone cannot be told whether it is ready but ungoverned or running it properly, and those two need opposite responses. Half a measurement reported as a whole one is the failure this method exists to catch in schools.

Scope. Provider issues the AIP Baseline instruments; Client administers them. Provider then independently reviews Client’s evidence rather than taking it as supplied, facilitates the sentiment and fear session, scores all fifteen dimensions across both axes plus the five practice dimensions, interprets the results, and presents to the board. Includes the School tier for year one.

Deliverables.

Additional Client responsibilities: release staff for one facilitated session; confirm a board date at kick-off, not at the end; provide a sandbox account on Client infrastructure for the School tier.

Not in this Schedule: training delivery, pilot execution, equity audit, institutionalization. Nothing here is run — it is measured, verified, written and presented.

MilestoneTargetDescription
M1End Week 1Instruments issued; privacy notice published; evidence request sent; board date confirmed
M2End Week 2Fieldwork closed; evidence review complete
M3End Week 3Facilitated session delivered; both axes scored; findings confirmed with leadership privately before anything is written
M4End Week 4Policy v1.0 reviewed with Client; governance site stood up
M5End Week 5Board briefing delivered; all deliverables handed over

Acceptance. All deliverables issued in editable source and PDF; both axis scores reported separately with the quadrant named; every control claimed by Client recorded as produced, not produced, or not applicable, with the date requested; every open risk register entry carrying a named owner; board briefing delivered to a convened board or governing body; any respondent group under 60% labelled indicative in the report and that label carried into every downstream document.

Fee. USD $[Amount] — from $7,500. 40% at signature, 40% at M3, 20% at board briefing. Travel excluded and billed at cost, capped and agreed before any on-site date is scheduled. Credited in full against Implementation if Client proceeds.

Schedule B — Implementation · 12 weeks · five phases

Question answered: both of the above — and then the governance is built, run and handed to a named owner inside the school.

Scope. All 15 dimensions plus the 5 practice dimensions. Everything in Schedules A and B, plus training delivered, the approval workflow run on real tools, incident logging activated, an equity audit, and institutionalization. Includes the School tier for year one.

PhaseWeeksDeliverables
1 · Discovery & Baseline1–2Baseline report, risk register, opportunity register, values/fear map
2 · Policy Sprint3–5Policy Pack v1.0, tool-approval checklist, DPIA trigger checklist, incident register template, decision-rights matrix
3 · Training & Enablement6–7Training completions log by name, activity map, facilitator guides, communications templates
4 · Pilot Deployment8–10Pilot report, policy v1.x, equity audit, KPI dashboard
5 · Institutionalization11–12Operating cadence pack, Year 1 governance calendar, board briefing, handover checklist

Additional Client responsibilities: a named AI Policy Owner released for 0.1–0.2 FTE for the full twelve weeks; a standing 30-minute weekly leadership checkpoint; staff release time of at least 2 × 90-minute blocks; communications support for the parent session; a sandbox account for the School tier.

MilestoneTargetDescription
M1End Week 2Baseline complete and accepted
M2End Week 5Policy Pack v1.0 approved and published
M3End Week 7Training delivered; completions log populated by name
M4End Week 10Pilot report issued; policy refined to v1.x
M5End Week 12Handover complete; 90-day checkpoint scheduled with named attendees

Acceptance. As Schedules A and B, plus: the approval workflow has been run end to end on at least two real tools including one already in use; the incident log has been activated and announced; every open risk carries an owner internal to the school; the 90-day checkpoint is in a calendar with named attendees.

Note on acceptance. Consistent with §3, acceptance is the running of the workflow and the recording of its result — not a particular outcome. A tool being approved, refused or modified are all valid results; a workflow that was never run is not.

Fee. USD $[Amount]. 40% at signature, 40% at M3, 20% at final handover. Travel excluded and billed at cost, capped and agreed before Phase 3 is scheduled.

Signatures

By signing below, both parties agree to the terms and conditions set out in this Statement of Work.

Client (Authorized Signatory)
Name & Title
Date
Provider — Togno Labs S. A.
Name & Title
Date