Terms and Conditions of Business for Indigo Resources Ltd.
These terms and conditions should be read carefully as they provide the legal framework against which Indigo agrees to provide Services to its Clients (as defined below).
1. Definitions and Interpretation
1.1. In these terms and conditions (the “Terms and Conditions”) the following words and phrases shall have the following respective meanings unless the context requires otherwise:
1.1.1 “Indigo”, “we”, “us”, “ours”, refers to Indigo Resources Ltd., a relocation and concierge Company registered and incorporated under the laws of Gibraltar, the address of whose registered offices is Brooke House, 17 Town Range, Gibraltar;
1.1.2 “Client”, “you”, “member” refers to any individual person or corporate client who receives Indigo Services;
1.1.3 “Agreed Users” refers to persons a Client provides authorisation to use their (the applicable) Indigo Client Account and subject to any mandate or conditions that Client and Indigo may agree from time to time in writing;
1.1.4 “Client Account” refers to the account set up as a result of a Client requesting Indigo Services and after agreeing these terms and conditions and any other terms which may apply in Indigo’s sole discretion;
1.1.5 “Client Request” refers to any communication made by a Client when requesting an Indigo concierge service and subject to any process of request and confirmation Indigo may require from time to time;
1.1.6 “Goods” means any goods purchased by or supplied to Indigo as a result of a Client Request;
1.1.7 “Indigo Quote” refers to a quote for an Indigo concierge service that Indigo sends by email as a result of a Client Request, and acceptance of which (by email) provides Indigo the necessary rights to deduct relevant sums from the Indigo Points and Client Expense Account as applicable;
1.1.8 “Indigo Services” means any services provided by Indigo to the Client directly or on a subcontracted basis;
1.1.9 “Indigo website” refers to www.indigo.gi;
1.1.10 “Office hours” means Indigo’s hours of business which are 9.00-17.30 Monday to Friday excluding Public Holidays. Normal Business Hours may be lengthened or shortened in the absolute discretion of Indigo upon reasonable prior notice being given to Clients;
1.1.11 “Payment Card” refers to a credit card or debit card provided by the Client;
1.1.12 “Supplier” means any third party Supplier with whom Indigo liaises in order to procure the provision of Supplier services to the Client;
1.1.13 “Supplier Services” means any services provided by a Supplier to the Client which have been arranged or procured by Indigo but which are contracted for directly between the Supplier and the Client.
2 Overview of the Indigo Business Model
2.1 Indigo Resources Ltd offers (a) a concierge and (b) relocation business form its base in Gibraltar. Its Services are offered to both private individuals and Corporate Clients.
2.2 Indigo offers its Clients the Indigo Services (which it may subcontract in its sole discretion) and also procures the Supplier Services for the benefit of the Client. Choice of model in any instance is based on efficiency and subject to Indigo’s sole discretion.
3 Concierge Services
3.1 For its concierge Services, Indigo uses an online payment system whereby Clients buy ‘Indigo Points’ to pay for the different types of concierge Services (eg cleaning, babysitting, secretarial support etc).
Indigo Points refers to Indigo’s online currency and works as follows:
3.1.1 Points System and Rates per Task
• Indigo charges its clients for Indigo Services in half hour increments (on a Points per hour basis).
• 1 Indigo Point = £2
• Each concierge service has a different Indigo Points rate to reflect the skills required for completing the task. [insert link to indigo page].
• Indigo reserves the right to make changes to the rates offered for its Services, but will provide detailed information to Clients giving 14 days notice.
• Indigo reserves the right to offer different rates for individual and Corporate Clients and on a bespoke basis in its sole discretion.
3.1.2 Outside Normal Hours
• Indigo may be available to provide concierge Services to Clients outside their Normal Business Hours (9.30-17.30 Monday to Friday).
• Indigo reserves the right to refuse providing Services to Clients outside their Normal Business Hours. Where Indigo provides Services outside office hours, Indigo shall charge for its Services at a premium rate.
• Services provided Monday to Friday 17.30-22.00 will be charged as 1.5 times normal rates, and Services provided at weekends will be charged at double normal rates, unless otherwise agreed in writing between Indigo and the Client.
3.1.3 Buying Indigo Points
• Indigo Points can only be bought through the Indigo online payment system, either via the Indigo website or through an Indigo advisor.
• Indigo Points can only be redeemed through the Indigo Website or via an Indigo advisor when requesting a service from Indigo.
3.1.4 Payment for Services
• Any payments made for Indigo Points shall be deemed as a payment for Services ordered from Indigo Resources Ltd.
• After the initial cancellation period of 7 days (see 3.6), our sole liability to you will be to provide Services to the value of the points balance.
• Cash equivalent balances shall not be returned except in cases where Indigo has cancelled a Client Account (see 5.1).
3.2 Client Expense Account: Clients additionally have an online ‘expense’ account which is used for paying for incidental and Supplier costs.
Client Expense Account refers to a cash account set up for incidental expenses and works as follows:
3.2.1 Basis for Client Expense Account
• All applicable costs of Supplier Services and purchases made as a result of a Client Request shall be deductible from the Client Expense Account.
• Examples (but not limited to): payment for parts in relation to a service provider whose time/call-out is covered by Indigo Points but where the parts are a direct cost covered by Client Expense Account; payment for grocery shop or payment when collecting dry cleaning; payment for the purchase of specific gifts or services with a supplier that Indigo does not subcontract to or otherwise have a regular purchasing relationship.
• In each case Indigo shall ensure a clear breakdown of costs (Indigo Points and Client Expense Account funds) is set out in the applicable Indigo Quote.
3.2.2 Indigo’s right to access Client Expense Account
• Indigo may use the applicable monies contained in the relevant Expense Account in order to meet such payments as have been made in any applicable Client Request.
3.2.3 Separate Account
• All monies held in a Client’s Expense Account will be kept in a separate Indigo Account earmarked for the applicable Client for the stated purpose.
3.2.4 Funding the Expense Account
• Expense funds can be added to the Indigo Website by logging into the Client’s log in area on the Indigo Website.
• From time to time, Indigo may request that Clients make a deposit to their online Expense Account in order to pay for Services or Goods.
• Indigo will notify the Client if there are insufficient expense funds available in the Expense Account. Insufficient expense funds may cause a delay in the carrying out of a Client Request.
• In addition to any other rights it has, Indigo may refuse to perform any Client Request until the applicable Expense Account has sufficient cleared funds to meet the cost(s) of the applicable Client Request(s).
3.2.5 Invoicing
• If in Indigo’s sole discretion it provides or procures Services which are not covered by funds in a Client’s Expense Account, Indigo shall issue invoices by email in respect of any Services where payment has not been covered by their Expense Account.
• Invoices must be paid by the Client within 14 days of their date (or such other period as is agreed in writing between Indigo and the Client).
• The Expense Account will be used whenever possible.
• Non-payment of concierge related invoices will incur a 3% penalty per month on the amount owed.
3.2.6 Receipts and tracking
• A complete breakdown of all movements into and out of the Expense Account is provided in the Clients personal on-line Indigo account.
• Copies of receipts of payments made from the applicable Expense Account will be uploaded to the Client’s online account to view within 5 working days. Should you disagree with an expense charge please do so in writing within 48 hours of being informed and Indigo will investigate accordingly.
• A failure to do so will be deemed as the Client’s acceptance that the charges comply with Clients order in every respect.
3.2.7 Repayment of Client’s unused funds
• A Client may at any time request that the balance of any monies contained in the Expense Account are repaid by Indigo. Such a request must be in writing and signed by the Client.
• Indigo shall be entitled to set off any sum owed by the Client to Indigo or any Supplier for Indigo Services or Supplier Services or for any other sum due and payable, prior to repayment.
• Indigo will then repay the balance of any monies in the Expense Account to the Client within 14 days of receiving the written request to repay.
4 Indigo Client Accounts
4.1 A Client Account shall be set up for each Client using Indigo’s concierge services.
4.2 Indigo shall not be deemed to have accepted an application for a Client Account until our Terms and Conditions have been accepted.
4.3 A Client Account is personal to the Client and any Agreed Users and cannot be transferred to any third party.
4.4 Clients must provide a signed authorisation document detailing any Agreed Users. It is the Client’s responsibility to ensure that all Agreed Users are aware of Indigo’s Terms and Conditions prior to using Indigo Services.
4.5 Indigo is entitled to treat Agreed Users as having the full authority of the Client to access Services as the representative of the Client. If the Client wishes to impose any parameters, restrictions, mandates or limits (“Limits”) for Agreed Users, it is the Client’s responsibility to do so and this shall be subject to acceptance by Indigo when it accepts the applicable Agreed User list. Indigo shall not, as between the parties, be liable for any use of the Services or any other loss suffered by any party as a result of failure to maintain the list of Agreed Users or failure to provide Limits on any such use howsoever.
4.6 Indigo may transfer its rights and obligations under these Terms and Conditions at any time, subject to giving Client 7 days prior written notice of such intention to transfer.
4.7 In the case of the death of a Client, the Client’s personal representatives should notify Indigo of the Client’s death. Indigo will then inform the personal representatives of any necessary documentation it requires in order to arrange for a refund of the unused Indigo Points balance and Expense Account to the Client’s personal representatives. Such a refund will be calculated on a time apportionment basis in respect of the unused period of Client Account. In this situation, Indigo reserves the right to retain a proportion of the money paid into the Expense Account to cover any reasonable costs incurred including legal expenses. After any necessary money has been retained, any outstanding funds will be refunded to the personal representatives of the Client.
5 Cancellation, Termination and Right to Refuse
5.1 Cooling-Off Period: Indigo offers Clients an initial cancellation period where a Client Account may be cancelled by the Client within fourteen days of activation. Twenty-four hours written notice must be provided and all remaining points will be reimbursed alongside any outstanding expense monies. Please allow 7 days for processing.
5.2 General Cancellation: Other than in accordance with [5.1] cancellation of a Client Account can be carried out by a Client with 14 days written notice. When cancelling a Client account, all monies in the Expense Account will be refunded to the Client. Any outstanding Indigo Points will not be reimbursed to the Client, but the points will continue to be valid for the rest of their term (Indigo Points are valid for 12 months from date of purchase). Please allow 14 days for processing.
5.3 Right to Refuse Client Request: In addition to any other rights and remedies hereunder, Indigo reserves the absolute right to refuse any specific Client Requests and to cancel the Client Account of any Client in its sole discretion and without cause. When cancelling a Client Account, 14 days written notice will be provided and funds in the Expense Account will be refunded to the Client along with the cash equivalent of the points balance. Please allow 14 days for processing.
5.4 Indigo reserves the absolute right to cancel the Client Account of any Client (in its sole discretion) with immediate effect in the following circumstances for cause:
5.4.1 where a Client commits a serious or repeated breach of these Terms and Conditions and the breach, if capable of remedy, is not remedied within 7 days of receipt of a default notice;
5.4.2 if a Client provides Indigo with details which the Client knows to be false
5.4.3 if a Client is involved in any illegal activity
5.4.4 if Client’s actions cause Indigo any loss or damage whatsoever.
If Indigo terminates for any of the reasons in this clause, it reserves the right to retain a proportion of the money paid into the Expense Account to cover any reasonable costs incurred including legal expenses. After any necessary money has been retained, any outstanding funds in the Expense Account will be refunded to the Client. Any outstanding Indigo Points will not be reimbursed to the Client.
5.5 An indigo Client Account will be terminated if a Client has failed to use their account for a period of 12 months (from the date of last purchase of Indigo Points). Indigo will contact inactive Clients after 6 months and 9 months of inactivity to remind them to use their Indigo Points and to warn of account termination. A final attempt to contact the Client will be made a week before the date of account termination. When an account is terminated, any unused Indigo Points will not be reimbursed to the Client. Indigo will make every reasonable effort to ensure that the balance in the Expense Account will be returned to the Client.
6 Indigo’s Services to Clients
6.1 The terms and conditions governing the provision of certain Services, for example, party or event organisation, property searching or sourcing skilled staff for Clients, may be supplemented by additional agreements, which will be sent to Clients upon requesting such Services. The provision of such Services will not commence until Indigo receives such agreement duly signed by, or in the case of a Corporate Client, on behalf of, the Client.
6.2 Where a Client decides to cancel tickets (eg for an event) arranged on his behalf by Indigo, Indigo will attempt to arrange refunds but Clients acknowledge and agree that any reimbursement will be limited solely to the terms and conditions associated with the purchase of the tickets. Indigo cannot refund the cost of any ancillary expenses involved in purchasing the tickets.
6.3 From time to time a Client may instruct Indigo to make a restaurant or hotel reservation on his behalf. Where such reservation is subsequently cancelled by the Client, the Client authorises Indigo to deduct from his Expense Account the amount of any deposit forfeited by Indigo as a result of such cancellation. In the case of insufficient funds being available in the Expense Account, an invoice will be produced and sent to the Client.
6.4 Where a Client requests Indigo to purchase Goods on his behalf, the Client agrees that such Goods will be purchased by Indigo as agent for the Client and accordingly any contract of purchase will be entered into between the Client and the relevant Supplier.
6.5 Where Indigo supplies goods which are made to a Client’s personal specification or are perishable in nature, such products will not be returnable by Clients under any circumstances.
6.6 Where Indigo has been requested to undertake the purchase of certain goods (eg groceries) a reasonable substitution will be made for unavailable items whenever possible, unless otherwise stipulated by the Client in writing.
6.7 Where a Client requests that Indigo purchases Goods on his behalf, the Client agrees that Indigo may charge handling charges and any other reasonable fees incurred in the purchasing of such Goods to the Client. Such fees will be notified to Clients at the time the request is made to Indigo.
6.8 Where a Client requests Indigo to make recommendations to him, the Client agrees that Indigo may retain any referral fees or commissions received pursuant to such recommendations.
6.9 Should a Client request Indigo to walk their dog/s, the Client must be aware that Indigo can take no responsibility for any injury, loss or damage caused to or by the dog/s and will not be held liable for any accidents or problems caused whilst completing this Service.
6.10 When using Indigo’s gift purchasing service it is the Client’s responsibility to ensure accurate details are given to avoid errors.
6.11 In the event that the goods or special items do not conform to the Client’s specification the Client will inform Indigo within 48 hours of delivery detailing the cause of the dissatisfaction, a failure to do so will be deemed as the Client’s acceptance that the goods or special items comply with Clients order in every respect.
6.12 In the event that Goods or special items do not conform to the Client’s specification the liability of Indigo shall be limited to assisting in obtaining a refund of the price of the specific item concerned (insofar as refund can be obtained from the shop where the item was purchased in line with the Clients statutory rights). Indigo is not liable to refund items purchased that reasonably match the description of items required for purchase by the Client on the Clients behalf.
6.13 Indigo shall not be liable in anyway whatsoever for any defects in any goods or special items purchased on the Client’s behalf beyond Indigo’s reasonable control.
6.14 If the Client requires Indigo to wait in for a delivery, time will be charged irrespective of whether the item is delayed or fails to arrive. In this scenario, Indigo will wait for a period of one hour before leaving, unless otherwise agreed by the Client. During this time, every reasonable effort will be made by Indigo to contact the delivery company and keep the Client informed of the situation.
7 Relationships with Third Party Suppliers
7.1 Except where Services are to be provided directly by Indigo, Indigo will liaise with Suppliers in procuring the Services to be provided to the Clients.
7.2 Indigo will communicate with Suppliers on a Client’s behalf unless it considers that it is more appropriate in the circumstances for the Client to contact the Supplier directly, in which case it will advise the Client accordingly.
7.3 Suppliers may impose their own terms and conditions in providing the Services and Clients are required to comply with such terms and conditions. Full copies of Suppliers’ terms and conditions can be requested by Clients if available. Furthermore, Indigo will use reasonable endeavours to identify to Clients key Suppliers Terms and Conditions prior to the commencement of Services as part of the applicable Indigo Quote.
7.4 Unless otherwise agreed by the Supplier, a Client shall not be entitled to cancel any Service requested where, on a Client’s instructions, performance has already begun.
8 Making Payments to Indigo Resources Ltd
8.1 Indigo’s Clients can pay for Indigo Points or put funds in their Expense Account via the Indigo Client area of the website. Indigo Clients can use a range of credit and debit cards to make payments or can make payments via Paypal. Indigo aims to use its online payment facility (Indigo Points and Client Expense Account) for the vast majority of payments for Client Services or requests. However, if necessary, a Client can also make payments by cheque or bank transfer direct to a Supplier. This can be arranged with prior notice.
8.2 In exceptional circumstances, Indigo may, in its sole discretion, consent to use a Client’s Payment Card to make payments to a Supplier on the Client’s behalf on condition that a Client has requested and provided express authorisation to Indigo in writing to do so. In such circumstances, a Client acknowledges, warrants and agrees that:
8.2.1 Indigo shall have no liability in respect of or be responsible in anyway for any use of a Client’s Payment Card by such Supplier;
8.2.2 the Payment Card provided will be that of the Client; and
8.2.3 the Payment Card will have sufficient funds to cover in full the cost of the goods or Services supplied by the Supplier.
In these circumstances, Indigo will carry out the transaction and then immediately destroy the card information, unless otherwise instructed by the Client.
9 Indigo’s Relocation Services
Indigo relocation Services
9.1 Indigo’s charges for relocation Services are bespoke and calculated on application and based on the Clients specific needs.
9.2 The dates for payment of invoices pertaining to relocation projects will, whenever possible, be included in the applicable Indigo Relocation contract.
9.3 Where this is not the case, invoices presented to the Client will require payment within 14 days and are subject to a late-payment fee of 3 % penalty per month on the amount owed.
10 Liability
10.1 Indigo warrants that it will, at all times, exercise reasonable care and skill in providing its Services and, as far as reasonably practicable, such provision will accord with the Client’s request and instructions.
10.2 Where Indigo engages a Supplier to procure Services for a Client, it will use reasonable care and skill in selecting and engaging the Supplier.
10.3 Indigo shall not be responsible for any actions of Suppliers which are outside Indigo’s control.
10.4 Clients should note that the successful sourcing of Suppliers is always subject to availability and may change from time to time without notice. If any Supplier becomes unavailable, Indigo will use reasonable endeavours to ensure that a substitute Supplier is located.
10.5 Clients must rely on their own judgment and discretion in selecting and approving the Services offered by Indigo and their Suppliers and in entering into any third party contracts with a Supplier. Any Goods or Services provided by the Supplier will be governed by their Terms and Conditions (see 7.3) and/or any contract a Client has entered into with them. Indigo will not be responsible for any Goods or Services provided by the Supplier but will do everything it reasonably can to assist Clients in any subsequent dealings with Suppliers.
10.6 Any contracts which Clients enter into with Suppliers are independent and not connected to or subject to these Terms and Conditions. Indigo disclaims any and all liability for any act or omission of any Supplier or any loss incurred by a Client as a result of any act or omission of a Supplier.
10.7 On occasions, the Client may request for Indigo to make recommendations to them. When making such recommendations, Indigo shall use reasonable endeavours to ensure that such recommendations are accurate and will be to the Client’s satisfaction. Save as provided, and not withstanding, clause 5.14, Indigo does not offer any warranties as to the quality, fitness for a particular use or otherwise of the Goods or Services recommended to Clients. Clients must make and rely on their own enquiries in relation to such recommendations. Indigo accepts no liability for any goods or Services provided to a Client in the course of acting upon such a recommendation.
10.8 Indigo does not limit its liability for fraud, death or personal injury caused by its negligence or that of its employees.
10.9 Subject to clause 10.8, Indigo will not have any liability to the Client for any claim to the extent that such claim is or can be characterised as a claim for (or arising from):
10.9.1 loss of revenue or profits;
10.9.2 loss of business opportunity or loss of contracts;
10.9.3 loss of goodwill or injury to reputation;
10.9.4 indirect, consequential or special loss or damage; or
10.9.5 anticipated savings.
10.10 Subject to clause 10.8, and without prejudice to 10.9, Indigo’s liability whether arising from negligence, tort, breach of contract or other obligation or duty is limited to the total sums paid for Indigo’s Services in the previous 12 months. Clients are responsible for making their own arrangements for the insurance of any excess loss.
10.11 Indigo shall not be liable to the Client and will not be deemed to be in breach of these Terms and Conditions for any delay in performing or failure to perform the Services where such delay or failure is due to causes or events beyond Indigo’s reasonable control.
11 Confidentiality
11.1 Indigo warrants that it will keep secret and not disclose directly or indirectly to any third person (except as authorised or required to carry out the Services) any confidential information that Indigo possesses concerning the Client.
11.2 The obligation at clause 9.1 shall continue during and after termination of the Services but shall cease to apply to information or knowledge which has become public knowledge otherwise than through any unauthorised disclosure or other breach by Indigo.
12 Marketing and Communication to Clients
12.1 Indigo may periodically produce a newsletter or other publication which may be posted to Clients at Indigo’s discretion. If a Client does not wish to receive such publications by post, they should instruct Indigo accordingly in writing.
12.2 To ensure that Clients maximise their benefits of having an account with Indigo, Indigo may send Clients information by post or email on forthcoming promotions, events and such other benefits, offers, products or Services which they may be entitled to or interested in as a Client. If the Client does not wish to receive such information, he should instruct Indigo accordingly in writing.
12.3 Indigo may contact Clients who have not used their Client Account recently to offer Services or may contact Clients to seek their opinion on how the Services offered may be improved. If the Client does not wish to be contacted in this way, he should instruct Indigo accordingly in writing.
12.4 Our website may contain links to enable you to visit other websites of interest easily. However, once you have used these links to leave our site, you should note that we do not have control over that other website. Therefore we can’t be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.
12.5 Indigo will make all reasonable efforts to safeguard and preserve Clients’ privacy when visiting our website or communicating with us.
13 Data protection and website security
13.1 Information and policies related to data protection and website security can be found in our ‘Use of website and privacy policy’ which can be found on the Indigo Website.
13.2 We will take all reasonable steps to make sure that Clients’ data is treated securely and in agreement with the Indigo Privacy Policy.
14 General
14.1 In these Terms and Conditions:
12.1.1 Words denoting the singular shall include the plural and vice versa;
12.1.2 any reference to a statutory provision shall include any amendment, replacement or re-enactment thereof; and
12.1.3 the headings of clauses are intended for convenience only and shall not affect the interpretation of the Terms and Conditions.
14.2 Nothing in these Terms and Conditions is designed to give any other person any rights or remedies under the Contracts (Rights of Third Parties) Act 1999.
14.3 These Terms and Conditions are governed by the laws of Gibraltar and are subject to the exclusive jurisdiction of the courts of Gibraltar.
14.4 Indigo has the right to vary the Terms and Conditions from time to time, please ensure you check regularly and are happy with any changes.
14.5 Where Clients wish to raise any queries, concerns or complaints with Indigo, it should in the first instance email Indigo using the “Contact Us” section of the website and if in writing, to Indigo at Brooke House, 17 Town Range, Gibraltar. Other contact information can be found on the Indigo Website.