Terms of Business

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These Terms of Business (“Terms”) apply to all services delivered by Indigo (Int) Ltd, ("The Company") whether on a project, advisory, consultancy, or retained basis.

1.1. The Company provides professional IT advisory, strategic consultancy, and project-based services, including but not limited to:

• Strategic IT planning and reviews
• Architecture and infrastructure assessments
• Risk management and mitigation advice
• Vendor, product, or solution evaluations
• Digital transformation and system modernisation consulting
• IT policy and governance advisory

1.2. The Company does not provide any form of operational support.

 This includes (but is not limited to):

• Monitoring, managing, or maintaining IT systems
• Infrastructure or network support
• End-user support
• Software or hardware troubleshooting
• Any form of managed service delivery
• Any form of responsive services
• Any form of response or remediation to security incident
• Management of Client staff, unless specifically requested and agreed.
• Any form of Security Operations Centre (SOC) or Network Operations Centre (NOC) or Managed Detection and Response (MDR).

1.3. Any engagement with third-party vendors, systems, or products remains at the sole discretion and responsibility of the Client. The Company assumes no liability for performance, warranties, or delivery from such third parties. 

The company does not endorse or guarantee any services from any third party vendors.

2.1. All advice and deliverables are based on professional expertise and information made available at the time of engagement.
2.2. The Client remains solely responsible for how they interpret, use or implement any advice provided both verbally or  in writing.
2.3. The Company shall not be held liable for any direct or indirect outcomes resulting from decisions made by the Client or its representatives.

3.1. The Client must ensure all relevant data, context, access, and instructions are provided accurately and in a timely manner.
3.2. The Company will not be held liable for outcomes resulting from incorrect, incomplete, or withheld evidence or information.
3.3. The Client is solely responsible for executing or delegating any operational or technical tasks discussed during the engagement.

4.1. Retainer arrangements entitle the Client to ongoing access to a defined scope of advisory or consultancy services over a fixed period.
4.2. Retainer fees are payable regardless of usage in a given period. Unused time does not roll over unless otherwise agreed in writing.
4.3. The retainer does not cover operational support, technical implementation, or emergency callouts at any point. 

5.1. Each project engagement will be governed by a specific Statement of Work (“SOW”) or written proposal, which will define:

• Scope
• Deliverables
• Assumptions and exclusions
• Milestones or timelines
• Fees and billing terms

5.2. Any change to scope, deliverables, or timelines must be agreed in writing and may be subject to revised fees.
5.3. Project work will always remain within the advisory and consultative domain. The Company does not provide system administration, hands-on technical execution, managed services, or operational execution. 

6.1. To the fullest extent permitted by law, the Company’s total aggregate liability (in contract, tort, or otherwise) shall be limited to the total fees paid by the Client under the relevant engagement in the 12 months preceding any claim.
6.2. The Company shall not be liable for:

• Any indirect or consequential loss or damage
• Loss of profit, data, business opportunity, or reputation
• Any third-party failures or issues arising from implementation of advice
• Any operational or security based incidents.

The Client agrees to indemnify and hold harmless the Company against any losses, claims, liabilities, or damages arising from the Client’s implementation or use of the Services, or from third-party claims linked to such use.

8.1. All documents, reports, models, methodologies, and materials provided by the Company remain its intellectual property unless explicitly transferred in writing.
8.2. The Client is granted a non-exclusive, non-transferable licence to use deliverables for internal business purposes only.

9.1. Each party shall keep the other’s confidential information strictly confidential and use it only for the purposes of the engagement.
9.2. Disclosure is only permitted with written consent or where required by law.

10.1. All fees are exclusive of VAT unless otherwise stated.
10.2. Invoices are payable within 14 calendar days. Late payments may incur interest at 4% above the Bank of England base rate.
10.3. Fees are based on time, scope, and agreed deliverables. Retainer and project fees are non-refundable unless otherwise agreed. Time utilised as 'part' days will be charged on a pro-rata basis.

10.4 Travel within 15 miles of Indigo (Int) Ltd registered office is included within quoted charges. Outside of 15 miles, standard time and HMRC mileage rates will apply and be charged through.

10.5 Overnight and International travel will be charged for at cost. Airline travel will be at a minimum level of Premium Economy for flights up to 5 hours. and Business class for over 5 hours. Reasonable subsistence will be charged for in addition to Advisory & Consulting services.

11.1. Either party may terminate an engagement with 30 days’ written notice.
11.2. All work completed up to the termination date will be invoiced and is payable in full.
11.3. For retainer contracts, early termination may be subject to a pro-rata adjustment or an early termination fee, as set out in the engagement letter or agreement.

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

These Terms, together with any related engagement letter, proposal, or SOW, form the entire agreement between the parties and override all prior representations or agreements.