Terms

Terms of Service

Last updated: May 28, 2026 — DRAFT

Draft for Legal Review

This content is a starting point only. It is not legal advice and has not been reviewed by counsel. It must be reviewed and finalized by a qualified privacy/technology lawyer before this site handles real user data or accepts members.

These Terms of Service ("Terms") govern your access to and use of the private concierge service offered by Vale Concierge ("Vale," "we," "us," or "our"). Please read them carefully before applying or using the service.

⚠ Lawyer review requiredConfirm the full legal entity name and jurisdiction of incorporation. Confirm that these Terms, when agreed to at the point of application or onboarding, constitute a binding contract under applicable law (BC Electronic Transactions Act, and equivalent legislation in member jurisdictions). Consider whether a clickwrap acknowledgement mechanism is required at both the application stage and member onboarding to ensure enforceability.
Section 1

Acceptance of Terms

By submitting an application for membership, accepting an invitation to join, or using any aspect of Vale's service, you agree to be bound by these Terms and our Privacy Policy (incorporated herein by reference). If you do not agree to these Terms in their entirety, do not apply for or use the service.

These Terms form a legally binding agreement between you and Vale. Your continued use of the service after any update to these Terms constitutes your acceptance of the revised Terms, subject to the notice requirements set out in Section 15.

Section 2

Description of Service

Vale provides a private membership concierge service that assists members with travel arrangements, dining reservations, accommodation, ground transportation, aviation logistics, and other personal lifestyle services (collectively, the "Service"). The Service operates primarily through SMS text messaging and is delivered by a combination of human concierge staff and AI-assisted tools.

Vale acts as an arranger and facilitator on behalf of its members. It is not itself an airline, hotel, restaurant, ground transportation provider, or other service principal. Bookings and reservations are made with third-party providers on your behalf. Your legal relationship for any booked service is with that third-party provider, not Vale.

Access to the Service is available by approved application or personal invitation only, at Vale's sole discretion. Membership is not a right and may be declined or revoked in accordance with these Terms.

⚠ Lawyer review requiredReview whether Vale's activities constitute "travel agent" services under the BC Travel Agents Registry Act or equivalent provincial legislation, and whether a licence is required. Confirm whether the AI-assisted nature of the service requires specific disclosure under any consumer protection or digital services legislation (e.g., EU AI Act if Vale serves EU members; Ontario's proposed AI transparency requirements). The description above factually acknowledges AI involvement — confirm this is consistent with Vale's intended brand communications and whether the same disclosure must appear elsewhere.
Section 3

Membership & Eligibility

To be eligible for Vale membership, you must be an individual who is at least 18 years of age and legally capable of entering into binding contracts in your jurisdiction of residence. By applying, you represent and warrant that you meet these requirements.

Membership is personal and non-transferable. You may not share your membership access or permit others to use the Service under your account. Corporate or estate accounts are subject to separate terms and arrangements.

⚠ Lawyer review requiredDefine the terms governing corporate accounts if this is an intended use case. Confirm whether "legal capacity" requirements differ in any target member jurisdiction. Consider adding a representation that members are not subject to sanctions lists (relevant if Vale books international travel or works with vendors in multiple jurisdictions).

Vale reserves the right to accept or decline any application at its sole discretion, without obligation to provide a reason. Vale may suspend or terminate a membership at any time in accordance with Section 12 (Termination).

Vale currently offers two membership tiers: Member and Black. Each tier is subject to the applicable fee structure in effect at the time of enrolment, as communicated to you during the application process. Vale may introduce additional tiers or modify existing tiers from time to time, subject to the notice provisions in Section 15.

Section 4

Fees & Billing

⚠ Lawyer review requiredThis section must be completed in full by qualified counsel. Key issues requiring legal review: (1) exact fee amounts and tier descriptions — do not publish pricing publicly if suppression is a standing brand decision; (2) autorenewal disclosure requirements — BC Business Practices and Consumer Protection Act (BPCPA) and US state auto-renewal laws (California, New York, others) require specific language and cancellation mechanisms; (3) failed payment handling; (4) price change notice periods; (5) refund policy on cancellation and on involuntary termination; (6) whether Vale's fee structure constitutes a "negative option" under BPCPA; (7) applicable GST/HST and whether fees are quoted inclusive or exclusive of tax.

Vale charges a recurring monthly membership fee. By providing payment information and activating a membership, you authorize Vale to charge your designated payment method at the applicable membership rate on a recurring monthly basis.

Automatic renewal: Your membership renews automatically at the end of each billing period unless you cancel. You may cancel at any time by contacting us at [contact email].

⚠ Lawyer review requiredInsert specific cancellation procedure and specify the effective date of cancellation (e.g., end of current billing period vs. immediate). Confirm whether a pro-rated refund is provided for the unused portion of the billing period. Many jurisdictions require conspicuous disclosure of autorenewal terms before the consumer completes their purchase — ensure the onboarding flow includes this.

Price changes: Vale reserves the right to change membership fees. We will provide advance notice of any price increase to active members before the change takes effect.

⚠ Lawyer review requiredSpecify the required notice period for price changes (e.g., 30 days). Confirm whether existing members must affirmatively accept a price increase or whether continued use constitutes acceptance. Consider whether founding members are grandfathered at their enrolment-era pricing.

All fees are in Canadian dollars unless otherwise stated.

⚠ Lawyer review requiredConfirm the billing currency. If Vale accepts US or international members and charges in CAD, consider currency conversion disclosure obligations.
Section 5

Member Responsibilities & Acceptable Use

As a Vale member, you agree to:

  • Provide accurate, complete, and current information when applying and throughout your membership, including promptly updating your contact details if they change;
  • Use the Service only for personal, lawful purposes and in accordance with these Terms;
  • Not make requests that are illegal, harmful to others, or that facilitate illegal activity;
  • Not misrepresent your identity or your authority to act on behalf of others;
  • Promptly respond to Vale's confirmation requests before high-stakes, large-spend, or irreversible bookings are made on your behalf;
  • Not attempt to circumvent, abuse, overload, or exploit the Service or its underlying systems;
  • Treat Vale's concierge team with respect; Vale reserves the right to terminate memberships in response to abusive conduct toward staff.

You are responsible for all requests made through your account. If you believe unauthorized activity has occurred on your account, contact us immediately.

Section 6

Bookings & Third-Party Services

Vale arranges and facilitates bookings with third-party service providers on your behalf. Vale is not itself an airline, hotel, vehicle operator, or restaurant, and is not a party to the contract between you and any third-party provider. The terms and conditions of each third-party provider — including their cancellation, refund, and liability policies — apply to bookings made through Vale.

When Vale makes a booking on your behalf, we will communicate confirmation details to you via SMS. You are responsible for reviewing confirmations and notifying us promptly of any error.

Confirmation of high-stakes bookings: Vale will not complete any booking that is irreversible, high-cost, or otherwise significant without your explicit confirmation in-thread. Your SMS reply constitutes authorization to proceed.

⚠ Lawyer review requiredDefine the threshold for "high-stakes" bookings requiring explicit confirmation (e.g., any booking above a specified dollar amount, any aviation booking, any booking that cannot be cancelled without penalty within 24 hours). Confirm whether SMS reply constitutes legally binding authorization in BC and applicable member jurisdictions. Consider whether a formal authorization mechanism is needed for large-value transactions. Review the BC Travel Agents Registry Act to confirm licensing obligations for booking air travel.

Vale does not guarantee that any specific booking, reservation, or arrangement is available or can be secured. See Section 10 (Disclaimers).

Section 7

Commissions Disclosure

Vale may receive referral fees, commissions, or other compensation from third-party vendors (including transportation providers, hotels, and restaurants) when members make bookings through Vale. The existence of such commercial arrangements is disclosed here and is reflected in our Privacy Policy.

These arrangements do not affect the price you pay for third-party services. Vale's recommendations are based on member preferences and service quality judgement, and not solely on the presence or absence of a commission arrangement.

⚠ Lawyer review requiredReview the adequacy of this disclosure under the BC Business Practices and Consumer Protection Act and Canada's Competition Act (misleading advertising provisions). Confirm whether the commission model differs between the Member and Black tiers (e.g., if Black members receive a rebate of commissions), and whether a more detailed or tier-specific disclosure is required. Consider whether Vale's arrangements with any vendor require specific disclosure language under that vendor's affiliate or partner program terms.
Section 8

Spending Authority & Authorization

By using the Service and authorizing Vale to make bookings on your behalf, you grant Vale limited authority to act as your agent for the specific transactions you approve. Vale may not exceed this authority or make bookings on your behalf without confirmation where required by Section 6.

You may set a standing spending cap — a maximum per-transaction amount above which Vale will always seek explicit confirmation before proceeding. This cap is set during onboarding and may be updated at any time by notifying Vale in writing via SMS or email.

⚠ Lawyer review requiredConfirm that the agency relationship is clearly defined and that Vale's authority is limited to specific, member-approved transactions. Confirm whether an agency agreement separate from these Terms is advisable for high-value transactions or certain categories of service (e.g., aviation). Confirm whether Vale's booking of air travel on a member's behalf creates a fiduciary duty or other heightened obligation under applicable law.

Vale maintains records of all member confirmations. In the event of a dispute about whether a booking was authorized, Vale's records of in-thread confirmations will be treated as evidence of authorization.

⚠ Lawyer review requiredConfirm whether SMS reply constitutes written authorization sufficient to bind a member under applicable contract law. Consider whether a more formal acknowledgement is required for large-value commitments (e.g., aviation charters, hotel deposits).
Section 9

Limitation of Liability

⚠ Lawyer review requiredTHIS SECTION IS CRITICAL AND MUST BE DRAFTED BY QUALIFIED COUNSEL. The text below is a placeholder framework only. Key issues: (1) liability caps may not be enforceable for all claims under BC consumer protection law (BPCPA Section 3 voids waivers of consumer rights); (2) exclusion of consequential damages may not be enforceable for consumers in BC or under GDPR-applicable law; (3) professional liability (E&O) insurance should be confirmed before finalization; (4) separate consideration for liability in aviation, high-value transactions, and health/safety situations; (5) confirm whether proportionate liability under BC Negligence Act applies.

To the fullest extent permitted by applicable law, Vale's total aggregate liability to you for any claim arising out of or relating to these Terms or your use of the Service shall not exceed the greater of: (a) the total membership fees paid by you in the three (3) calendar months immediately preceding the event giving rise to the claim; or (b) [LAWYER: insert fixed fallback amount, e.g., $500 CAD].

In no event shall Vale be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of enjoyment, or damage to reputation, whether arising in contract, tort (including negligence), strict liability, or otherwise, even if Vale has been advised of the possibility of such damages.

⚠ Lawyer review requiredThe above limitation of liability provisions are in ALL CAPS as is conventional in US/Canada commercial contracts. Confirm whether this convention is appropriate for consumer contracts under BC law. Review enforceability for consumer contracts. Confirm that E&O insurance coverage is obtained before live member onboarding, particularly for aviation and high-value travel bookings.
Section 10

Disclaimers / No Guarantee of Availability

Vale provides the Service on a commercially reasonable efforts basis. Vale does not guarantee that any particular booking, reservation, venue, or arrangement will be available, obtainable, or that any specific outcome will be achieved.

High-demand venues, limited-availability events, last-minute requests, and exclusive accommodations may not always be accessible, regardless of effort. Vale will notify you promptly if a requested service cannot be fulfilled or arranged.

The Service is provided on an "as available" basis. Vale does not warrant that the Service will be uninterrupted, error-free, or available at all times.

⚠ Lawyer review requiredReview whether implied warranties of merchantability or fitness for a particular purpose apply to service contracts under BC law and cannot be disclaimed for consumer contracts. Confirm whether "as available" / "as is" disclaimers are enforceable for consumer-facing services under the BPCPA. Adjust language accordingly.
Section 11

Confidentiality & Privacy

Vale handles your personal information in accordance with its Privacy Policy, which is incorporated by reference into these Terms. By agreeing to these Terms, you confirm that you have read the Privacy Policy.

Vale treats all member information, requests, communications, and details of your arrangements as strictly confidential. Our team members and contractors are bound by confidentiality obligations.

Members are asked to maintain the confidentiality of the Service's nature, operational details, and any non-public information about Vale's systems, vendors, or other members that you may incidentally become aware of. This is a condition of membership.

⚠ Lawyer review requiredAssess the enforceability of a confidentiality obligation imposed on members. Under BC consumer contract law, terms that are unduly onerous may be unenforceable. Consider whether a mutual NDA is more appropriate for high-profile members (Black tier). Confirm that Vale's own confidentiality obligations to members are adequately reflected.
Section 12

Termination

Termination by member: You may cancel your membership at any time by contacting us at [contact email]. Cancellation takes effect at the end of your then-current billing period unless you request immediate termination. [LAWYER: confirm refund policy on cancellation.]

Termination by Vale: Vale may suspend or terminate your membership immediately and without prior notice if you: (a) materially breach these Terms; (b) engage in abusive, threatening, or harmful conduct toward Vale's team; (c) provide materially false information; or (d) use the Service for unlawful purposes.

If Vale terminates your membership for reasons other than your breach, you will receive a pro-rated refund of prepaid membership fees for the unused portion of your then-current billing period.

⚠ Lawyer review requiredConfirm the refund policy on involuntary termination. Assess whether the BPCPA imposes any specific requirements on the circumstances in which Vale can terminate without notice. Consider whether a "cure period" for non-wilful breaches is appropriate. Confirm whether any pending bookings at time of termination must be honoured or unwound.

Upon termination, Vale will retain your data in accordance with its Privacy Policy and applicable legal retention obligations. You may request deletion of your personal information in accordance with the Privacy Policy.

Section 13

Governing Law

⚠ Lawyer review requiredGoverning law must be confirmed by counsel. The draft assumes British Columbia, Canada. If Vale accepts international members, choice-of-law implications must be assessed: (1) EU/EEA members may have mandatory consumer protections under EU law that cannot be contracted out of; (2) US state consumer protection laws (especially California) may impose mandatory rights regardless of governing law choice; (3) confirm whether BC courts will enforce a BC governing law clause against foreign consumers.

These Terms are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. You consent to the exclusive jurisdiction of the courts of British Columbia for any dispute not resolved in accordance with Section 14.

Section 14

Dispute Resolution

⚠ Lawyer review requiredThis section requires careful drafting by counsel. Key decisions: (1) mandatory arbitration clause — confirm whether enforceable for consumer contracts under BC Arbitration Act 2020 (Section 8 carve-out for consumer contracts); (2) class action waiver — likely unenforceable against consumers under BPCPA Section 3; (3) whether a small claims carve-out is appropriate (BC Small Claims Court limit is $35,000); (4) confirm venue for any arbitration or litigation; (5) assess whether US members require separate dispute resolution provisions (Federal Arbitration Act considerations; California AB 51 restrictions on mandatory arbitration for employment contexts, though likely not applicable here).

We encourage members to contact us first to attempt to resolve any concern informally. Most issues can be resolved quickly by reaching out to our team.

[LAWYER: Insert dispute resolution provision as advised by counsel — specifying whether disputes proceed to binding arbitration, mediation, or litigation; the applicable rules and venue; the timeframe for initiating a claim; and any carve-outs for urgent injunctive relief or small claims.]

Section 15

Changes to Terms

Vale may update these Terms from time to time to reflect changes in our practices, legal requirements, or service offerings. When we make material changes, we will:

  • Update the "Last updated" date at the top of this page;
  • Post the revised Terms on our website; and
  • For significant changes, notify active members directly by SMS or email with reasonable advance notice before the changes take effect.

Your continued use of the Service after the notice period has passed constitutes your acceptance of the updated Terms. If you do not agree to updated Terms, you may cancel your membership before they take effect.

⚠ Lawyer review requiredSpecify the required notice period for material changes (e.g., 30 days). Confirm whether existing contractual rights (e.g., grandfathered pricing) can be modified unilaterally under BC contract law. Consumer contracts in BC may have limitations on unilateral amendment — consult counsel. Consider whether changes to payment terms or liability provisions require affirmative re-acceptance rather than passive acceptance through continued use.
Section 16

Contact

For questions about these Terms, to exercise rights under our Privacy Policy, or for any other inquiries, please contact us at:

Vale Concierge
[LAWYER: Insert full legal name, physical address, and contact email for legal notices. Confirm whether a registered agent for service of process is required in any jurisdiction.]

⚠ Lawyer review requiredConfirm the appropriate legal notice address. If Vale is incorporated in BC, service of process is handled through the BC Registrar of Companies unless a specific registered agent is designated. If Vale accepts US members, consider whether a registered agent in relevant US states is advisable.