Terms of Service

Last Updated: 13th July 2026

Introduction

By accepting our proposals for work, you will be accepting the Blue Llama Standard Terms and Conditions for the Supply of Services, the details of which are laid out below.

Each engagement is defined by a Schedule of Particulars issued with our proposal, which sets out the parties, services, fees and payment terms for that engagement. The terms below apply to every engagement.

1. Definitions and interpretation

1.1 The capitalised terms Supplier, Client, Effective Date, Services, Proposal Document, Specified Sum and Payment Terms, and the other defined items, have the meanings given to them in the Schedule of Particulars (Part A).

1.2 “Agreement” means the Schedule of Particulars, these Terms, and the Proposal Document, read together.

1.3 “Errors or Omissions” means any error or omission that impacts the performance or understanding of the Services. It does not include cosmetic faults or changes to specification or functionality other than those agreed under clause 3.

1.4 “Intellectual Property Rights” means all patents, know-how, trade marks, trade names, registered designs, copyright, database rights and similar rights, whether registered or not, created or used in connection with the Services.

1.5 “Reusable Components” means code libraries, templates, models, prompts, workflows or other components developed independently by the Supplier and reused to accelerate delivery.

1.6 “Confidential Information” means information marked as confidential, or that a reasonable person would understand to be confidential, disclosed by one party to the other in connection with this Agreement — including business, technical, financial, client and pricing information.

1.7 If there is any conflict between the parts of this Agreement, they take precedence in this order: (a) the Schedule of Particulars; (b) these Terms and Conditions; (c) the Proposal Document — except that the Proposal Document prevails on the description, scope and price of the Services.

1.8 The singular includes the plural and vice versa; a reference to a statute includes any amendment or re-enactment of it; headings are for convenience only.

2. Basis of the agreement

2.1 The Supplier shall supply the Services to the Client for the Specified Sum in accordance with this Agreement.

2.2 No variation is binding unless agreed in writing between a duly authorised representative of each party (the signatories named in the Acceptance section, or their successors).

2.3 Where both parties agree, a formal purchase order is not required: written acceptance of the Proposal Document (including by email) constitutes acceptance of this Agreement. Where the Client is a public authority, an official purchase order may be issued and, if so, forms part of the Agreement.

2.4 The Client’s own standard terms are excluded and do not apply, even if referred to in the Client’s documents.

3. The Services and changes

3.1 The Supplier shall provide the Services as described in the Proposal Document, using reasonable care and skill and to the standard of a competent member of its profession.

3.2 The Supplier shall take reasonable steps to meet any timetable or milestones agreed in the Proposal Document. Time is not of the essence unless the Particulars or Proposal Document expressly state otherwise.

3.3 Any change to scope, deliverables or timetable will be captured in a revised or new Proposal Document, priced by the Supplier and agreed by both parties before the changed work proceeds.

3.4 Acceptance criteria (including any browser, device or performance requirements for web work) are those set out in the Proposal Document.

3.5 The Supplier will tell the Client when a deliverable is ready for acceptance. The Client shall review it against the acceptance criteria and, within 10 working days, either accept it or give written notice of any Errors or Omissions. If the Client does not respond within that period, or puts the deliverable into live use, the deliverable is deemed accepted. Acceptance starts any Warranty Period and makes payable any sum due on acceptance.

4. Fees, invoicing and payment

4.1 In consideration of the Services the Client shall pay the Specified Sum. The Supplier shall invoice in accordance with the Payment Terms; if none are stated, monthly in arrears for Services performed.

4.2 The Client shall pay each undisputed invoice within the period stated in the Payment Terms, or if none is stated within 30 days of invoice, to the Supplier’s nominated bank account.

4.3 Where a Deposit is stated in the Particulars, it is payable before work is booked or commences, and is non-refundable save where the Supplier fails to perform.

4.4 All sums are exclusive of GST or other sales tax, which the Client shall pay in addition where chargeable, and shall be paid without set-off or deduction.

4.5 If the Client fails to pay an undisputed sum by the due date, the Supplier may (a) charge interest at 8% per year above the Bank of England base rate from the due date until payment, and (b) suspend the Services until payment is received in full. The Supplier may apply a reasonable administrative fee for late payment in accordance with Jersey law.

4.6 Where the Client is a public authority, payment terms of 30 days from receipt of a valid and undisputed invoice apply and clauses 4.3 and 4.5(a) apply only to the extent agreed in the Particulars.

5. Duration and termination

5.1 This Agreement starts on the Effective Date and continues until the Services are completed, unless terminated earlier.

5.2 Either party may terminate on written notice if the other (a) commits a material breach and fails to remedy it within 28 days (14 days where the Client is a public authority) of written notice, or (b) becomes insolvent, bankrupt, or has a receiver or administrator appointed.

5.3 The Client may terminate this Agreement for convenience on 30 days’ written notice. On such termination, and on any early termination, the Supplier is entitled to payment for Services properly performed up to the date of termination, together with committed third-party costs it cannot reasonably cancel.

5.4 Clauses relating to confidentiality, intellectual property, data protection, liability and payment for work done survive termination.

6. Client’s obligations

6.1 The Client shall provide, at its own expense and in good time, all materials, data, access, content, feedback and approvals the Supplier reasonably needs to perform the Services, and is responsible for their accuracy and for retaining its own copies.

6.2 If the Supplier is delayed or prevented by the Client’s act or omission (including late materials or approvals), the Supplier is allowed a corresponding extension of time and may recover reasonable additional costs caused by the delay.

6.3 If the Client does not provide required input for 21 days or more, the project may be placed “on hold”. A project on hold may attract a reasonable re-mobilisation charge, and any additional work to reassess it is billed at the Supplier’s standard rates. If a project remains on hold for more than 60 days due to the Client, the Supplier may terminate under clause 5, bill for work completed, and retain payments made.

6.4 The Client shall not, during this Agreement and for 12 months after it ends, solicit or employ any employee, consultant or subcontractor the Supplier engaged in providing the Services, except with the Supplier’s written consent (which may be conditioned on a reasonable introduction fee).

7. Supplier’s obligations

7.1 The Supplier shall take reasonable steps to complete the Services in line with the Proposal Document and may add resources to meet agreed timetables.

7.2 If the Supplier cannot provide all or part of the Services, it shall offer a suitably qualified substitute at its own cost; the Client may reasonably refuse a substitute on grounds of qualification, experience, financial standing or security.

7.3 The Supplier maintains, at no cost to the Client, the development environment used to perform the Services and takes reasonable steps to back up work in progress.

7.4 Where a Warranty Period is stated in the Particulars, the Supplier shall correct Errors or Omissions reported during that period, using reasonable endeavours to do so within five working days unless otherwise agreed. After the Warranty Period the Supplier is not obliged to provide further support or maintenance except under a Care Plan or other ongoing services agreed in Particular 10.

7.5 The Supplier shall tell the Client of any third-party products or services it proposes to include; the Client may reasonably refuse their use.

8. AI and automation services

This clause applies where the Services include AI or automation (see Particular 4).

8.1 Nature and limitations. AI systems produce probabilistic outputs and can be incomplete, inaccurate or unexpected. The Supplier will apply reasonable skill in designing, configuring and testing the Services, but does not warrant that AI-generated output will be error-free, uninterrupted, or fit for a purpose not disclosed in the Proposal Document.

8.2 Human oversight. The Client is responsible for meaningful human review of AI outputs before relying on them for decisions affecting individuals, legal or regulatory obligations, or material business outcomes. The Supplier is not liable for the Client’s use of outputs without such review.

8.3 Third-party AI and platform dependencies. The Services may depend on third-party AI models, APIs and platforms whose availability, pricing, features and terms are outside the Supplier’s control. Where the Particulars say the Client contracts or pays for these directly, the Client is responsible for compliance with the relevant provider’s terms. The Supplier is not liable for changes, outages or discontinuation by such providers, but will take reasonable steps to notify the Client and propose alternatives.

8.4 Client data and model use. The Supplier will only use Client data to provide the Services. The Supplier will not use Client data or Confidential Information to train models for third parties, and will configure third-party services, where reasonably practicable, to prevent such training use. Data protection is governed by clause 9.

8.5 Live automations and continuity. Automations delivered as a one-off are handed over on acceptance and are then the Client’s responsibility unless ongoing monitoring or support is stated in Particular 10. Where ongoing services are agreed, service levels and fees are as set out there.

9. Data protection

9.1 Each party shall comply with the Data Protection (Jersey) Law 2018 and other applicable data protection laws (“DP Laws”).

9.2 Where the Supplier processes personal data on the Client’s behalf, the Client is Controller and the Supplier is Processor. The Supplier shall: (a) process personal data only on the Client’s documented instructions (including as set out in the Proposal Document); (b) ensure personnel are bound by confidentiality; (c) apply appropriate technical and organisational security measures; (d) not engage a sub-processor without the Client’s prior consent and equivalent written terms, remaining liable for it; (e) assist the Client, so far as reasonably practicable, with data-subject requests and security obligations; (f) notify the Client without undue delay on becoming aware of a personal data breach; and (g) on termination, return or delete the personal data as the Client directs, unless retention is required by law.

9.3 The Client warrants that its instructions and the data it provides are lawful and that it has the necessary basis to have the data processed.

9.4 Where the Client requires a more detailed data processing agreement (for example, for special-category data), the parties shall enter into one, which will take precedence over this clause 9 to the extent of any conflict.

10. Intellectual property

10.1 On full payment, the Supplier assigns to the Client the Intellectual Property Rights in the deliverables created specifically for the Client under the Services.

10.2 Reusable Components are excluded from clause 10.1: the Supplier retains ownership of them, provided their use is declared in the Proposal Document and they are supplied at no separate cost, and the Client is granted a perpetual, non-exclusive licence to use them as part of the deliverables.

10.3 The Client retains ownership of all materials and data it provides and grants the Supplier a licence to use them for the purposes of the Agreement only.

10.4 Each party warrants that materials it provides do not infringe third-party Intellectual Property Rights, and indemnifies the other against claims arising from its own materials.

10.5 The assignment in clause 10.1 does not apply to third-party or open-source materials incorporated in the deliverables. These remain owned by their licensors and are provided to the Client under their own licence terms; the Supplier will pass through, or procure, a licence sufficient for the Client’s intended use.

11. Confidentiality

11.1 Each party shall keep the other’s Confidential Information confidential, use it only for the Agreement, and disclose it only to personnel who need it. This obligation survives termination.

11.2 It does not apply to information that is or becomes public through no fault of the receiving party, or that must be disclosed by law. Either party may use general know-how and techniques gained in performing the Agreement, provided this does not disclose Confidential Information or infringe Intellectual Property Rights.

12. Liability and insurance

12.1 Neither party excludes liability for death or personal injury caused by its negligence, for fraud, or for anything that cannot lawfully be excluded.

12.2 Subject to 12.1, neither party is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss.

12.3 Subject to 12.1, each party’s total aggregate liability under this Agreement is limited to the total Specified Sum paid or payable by the Client under it, except that liability for direct physical loss of or damage to tangible property is limited to £250,000.

12.4 The Supplier is not liable for loss arising from incomplete, inaccurate or late information or instructions from the Client, or from use of the Services for an undisclosed purpose.

12.5 The Supplier maintains, and will keep in force while this Agreement is in effect, professional indemnity (technology) insurance of £500,000 each and every claim, public and products liability insurance of £5,000,000, and employers’ liability insurance of £10,000,000, or equivalent cover.

13. General

13.1 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

13.2 Independent businesses. The parties are independent; nothing creates a partnership, agency or employment relationship.

13.3 Assignment and subcontracting. The Supplier may subcontract or assign its rights and obligations to suitable subcontractors; where the Client is a public authority, the Supplier will not subcontract material parts without the Client’s prior written consent. The Client shall not assign or transfer its rights or obligations under this Agreement without the Supplier’s prior written consent.

13.4 Publicity and portfolio. The Supplier may describe the work and name the Client in its portfolio, case studies and marketing, and (for websites) include a discreet footer credit and link. If the Client notifies the Supplier in writing before this Agreement is signed that it does not wish to be referenced, the Supplier will not do so. The Supplier will not disclose Confidential Information in any such reference.

13.5 Freedom of Information. Where the Client is a public authority subject to the Freedom of Information (Jersey) Law 2011, the Supplier shall provide reasonable cooperation to help the Client meet its disclosure obligations, and shall pass any information request to the Client promptly. The Client determines what is disclosed.

13.6 Notices. Notices must be in writing and delivered personally, by recorded delivery, or by email to the parties’ stated addresses; email notices take effect when received.

13.7 Governing law. This Agreement is governed by Jersey law and the parties submit to the exclusive jurisdiction of the Jersey courts.

13.8 Entire agreement. This Agreement is the entire agreement between the parties and supersedes all prior agreements and representations on its subject matter, save for fraudulent or negligent misrepresentation.

13.9 Severability. If any provision of this Agreement is or becomes invalid or unenforceable, the remaining provisions continue in full force, and the parties shall replace the affected provision with a valid one of similar effect.

13.10 Waiver. A failure or delay in enforcing any right under this Agreement is not a waiver of it, and no waiver is effective unless given in writing.

13.11 No third-party rights. A person who is not a party to this Agreement has no right, under the Contract (Third Party Rights) (Jersey) Law 2014 or otherwise, to enforce any of its terms.