You will be required to read and accept these Terms and Conditions as part of the process of creating an organization in Our App and purchasing a Subscription. If you do not agree to comply with and be bound by these Terms and Conditions, you must stop using Our App immediately.
1. Definitions and Interpretation
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Account” – means an account required to access and use Our App, as detailed in Clause 4;
“Content” – means any and all text, images, files, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our App;
“Contract” – means the contract between Us and you for the purchase and sale of a Subscription to Our App, as explained in Clause 6;
“Diagnostic” – means an assessment process or question based process designed to highlight some, but not all, potential issues in a process or service;
“Member” – means a user of Our App;
“Member Content” – means company information, meeting minutes, personal data and other relevant information created and/or uploaded by Members in or to Our App; and
“Order” – means your order for a Subscription;
“Subscription Confirmation” – means Our acceptance and confirmation of your Order;
“Subscription” – means a subscription to access Our App, purchased in accordance with these Terms and Conditions;
“We/Us/Our” – means Board Secure Ltd, a limited company registered in England under company number 11363367, whose registered address is Innovation Birmingham Campus, Faraday Wharf, Holt Street, Birmingham, B7 4BB.
2. About Us
Our App is owned and operated by Board Secure Ltd, a limited company registered in England under company number 11363367, whose registered address is Innovation Birmingham Campus, Faraday Wharf, Holt Street, Birmingham, B7 4BB.
3. Access and Changes to Our App
- To administer or manage a Board or Committee on Our App requires a Subscription. Upon purchasing a Subscription, Our App will be available to you for the duration of that Subscription and any and all subsequent renewals.
- We may from time to time make changes to Our App:
- Minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue. We will inform you by email of any such changes (including, if applicable, anything that you need to do), however they will be unlikely to materially affect your use of Our App;
- Minor changes may be made to reflect changes in the law or other regulatory requirements. We will inform you by email of any such changes (including, if applicable, anything that you need to do), however they will be unlikely to materially affect your use of Our App; and
- As detailed at www.boardsecure.co.uk, We will continue to develop and improve Our App over time, in some cases making significant changes to it. You will be kept fully informed of any and all such changes.
- An Account is required to use Our App.
- We only provide Accounts to business users. If you are a consumer or retail customer, you should not use our service.
- You may not create an Account if you are under 18 years of age.
- When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
- We recommend that you choose a strong password for your Account, consisting of a combination of uppercase and lowercase letter, numbers and symbols.
- It is your responsibility to keep your password safe. You must not share your Account with anyone else. If you believe your Account is being used without your permission, please contact us immediately. We will not be liable for any unauthorised use of your Account.
- You must not use anyone else’s Account without the express permission of the User to whom the Account belongs.
- Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the Data Protection Act, as set out in Clause 21.
- If you wish to close and delete your Account, you may do so at any time by choosing Cancel Account from within your app. Closing your Account will result in the removal of your information from Our system. If you have an active Subscription, your Account will remain active for the duration of the remainder of the Subscription period you are currently in. Closing your Account will cancel the auto-renewal of your Subscription, where applicable. Closing your Account will also remove any Member Content that you have created or uploaded from Our system. To avoid losing anything that you have created or uploaded using Our App, please ensure that you copy your Member Content to your computer or device before closing your Account.
5. Subscriptions, Pricing and Availability
- We make all reasonable efforts to ensure that all general descriptions of the services available from Us (specifically, Our App) correspond to the actual services that will be provided to you. There may, however, be minor variations from descriptions from time to time.
- Please note that sub-Clause 5.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to minor variations in Our services, not to different services altogether.
- Where appropriate, you may be required to select your required Subscription. Different types of Subscription provide access to different features in Our App. Please ensure that you select the appropriate Subscription when prompted.
- All pricing information is correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. All pricing information is reviewed and updated every 30 days. If changes will affect current Subscriptions that have already been purchased, you will be given clear notification.
- All Subscription prices are checked by Us when your purchase is processed. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing before processing your purchase to ask you how you wish to proceed. We will not charge you or activate your Subscription until you respond. If We do not receive a response from you within 30 days, We will treat your purchase as upgraded or cancelled and notify you accordingly in writing.
- Business pricing does not include VAT.
6. Subscriptions – How Contracts on Board Secure Are Formed
- You will be guided through the Subscription process when you make a purchase. Before confirming a purchase, you will be given the opportunity to review your chosen Subscription and amend any errors in your Order. Please ensure that you check carefully before confirming your purchase.
- No part of Our App, website or any other material constitutes a contractual offer capable of acceptance. By purchasing a Subscription, you are making Us a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending you a Subscription Confirmation by email. Only once We have sent you a Subscription Confirmation will there be a legally binding contract between Us and you (“the Contract”).
- Subscription Confirmations contain the following information:
- (Confirmation of your chosen Subscription including full details of the main characteristics and features of Our App available as part of that Subscription);
- (Fully itemised pricing, including, where appropriate, taxes and other additional charges);
- (Details of the duration of your Subscription including the start date and the end and/or renewal date);
- If We do not accept or cannot process your Subscription purchase for any reason, no payment will be taken under normal circumstances. If We have taken payment in such circumstances, the payment will be refunded to you as soon as possible and in any event within 30 days.
- Subject to the cancellation provisions in Clause 8, once you have confirmed your Subscription purchase, your Subscription cannot be changed until the end or renewal date of that Subscription. Changes made to an auto-renewing Subscription will take effect when the Subscription is renewed.
- By purchasing a Subscription, you are expressly requesting that you wish access to Our App to be made available to you immediately (and will be required to acknowledge this). Please be aware that We do not offer any Subscriptions that do not begin immediately. For more details of cancellation, please refer to Clause 8.
- We will always aim to ensure that Our App is available at all times. In certain limited cases, however, We may need to temporarily suspend availability to make certain changes outlined under sub-Clause 3.2. Unless We are responding to an emergency or an urgent issue, We will inform you in advance of any interruptions to the availability of Our App. If We need to suspend Our App for longer than 7 days within a 1 month period, we will add the corresponding time to the duration of your current Subscription period at no cost to you , rounded up to a full day in each case. If We need to suspend Our App for longer than 30 days you may also have a right to cancel. Please refer to sub-Clause 8.4.5 for details.
- Payment for Subscriptions become due as soon as You choose to activate a Board or Committee with BoardSecure, usually by adding more than one member to your Board.
- Your chosen payment method will be billed immediately upon confirmation of your Subscription.
- We accept the following methods of payment - Stripe Payment and Bank Transfer against a valid invoice generated by Board Secure Limited and agreed with Us in advance
- We do not charge any additional fees for any of the payment methods listed above.
8. Cancelling your use of BoardSecure
- You may cancel your subscription at any time.
- To cancel a Subscription for any reason, please inform us using one of the following methods - Online using Our cancellation form which you can access via your Account Page from within your app.
- Upon cancellation, no refunds will be due to you under any circumstances whatsoever. Your payment will be stopped as soon as we are able (usually within seven working days, ideally sooner) and no further payment will be taken from you.
In certain limited circumstances We may cancel your Subscription and/or close your Account. If We take such action, you will be notified by email and We will provide an explanation for the cancellation and/or closure.
- If your Account is closed and your Subscription cancelled because you have breached these Terms and Conditions, you will not be entitled to a refund. If you believe We have closed your Account and cancelled your Subscription in error, please contact Us at email@example.com
- If your Account is closed and/or your Subscription is cancelled for any other reason, you will be refunded the remaining balance of your Subscription for that month only. The refund will be calculated based upon the price of your Subscription being divided by the total number of days in the Subscription and multiplied by the number of whole days remaining until the end of the Subscription (or, in the case of auto-renewing Subscriptions, until the renewal date).
- Any and all refunds due to you will be made no later than 14 calendar days after the date on which the closure and/or cancellation becomes effective. Refunds will be made to your original payment method.
9. Our Intellectual Property Rights and Licence
- We grant Users a limited, non-exclusive, revocable, worldwide, non-transferable licence to use Our App to subject to these Terms and Conditions.
- Subject to the licence granted to Us under sub-Clause 12.3, Users retain the ownership of copyright and other intellectual property rights in their Member Content (subject to any third-party rights in that Member Content and the terms of any licence under which you use such Content).
- All other Content included in Our App (including all user-facing material, and all underlying material such as code, software and databases) and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
- By accepting these Terms and Conditions, you hereby undertake
- Not to copy, download or otherwise attempt to acquire any part of Our App;
- Not to disassemble, decompile or otherwise reverse engineer Our App;
- Not to allow or facilitate any use of Our App that would constitute a breach of these Terms and Conditions; and
- Not to embed or otherwise distribute Our App on any website, ftp server or similar.
10. Links to Our App
You may link to Our App is hosted provided that:
- You do so in a fair and legal manner;
- You do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
- You do not use any of Our logos or trademarks (or any others displayed on Our App) without Our express written permission; and
- You do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
You may not link to Our App from any other website the content of which contains material that:
- Is sexually explicit;
- Is obscene, deliberately offensive, hateful or otherwise inflammatory;
- Promotes violence;
- Promotes or assists in any form of unlawful activity;
- Discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
- Is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
- Is calculated or is otherwise likely to deceive another person;
- Is designed or is otherwise likely to infringe (or threaten to infringe) another person’s privacy;
- Misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this sub-Clause 10.2 OR 3);
- Implies any form of affiliation with Us where none exists;
- Infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trademarks, patents and database rights) of any other party; or
- Is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
Please note that the content criteria described above in sub-Clause 10.2 OR 3 apply only to content over which the owner and/or operator of the website in question has direct control.
11. Links to Other Content
We may provide links to other content such as websites, web apps and downloadable apps. Unless expressly stated, this content is not under Our control. We neither assume or accept responsibility or liability for this third-party content. The provision of a link by Us is for reference only and does not imply any endorsement of the linked content or of those in control of it.
12. Member Content
- You agree that you will be solely responsible for any and all Member Content that you create or upload using Our App. Specifically, you agree, represent and warrant that you have the right to create or upload the Member Content and the right to use all materials of which it is comprised and that it will not contravene any aspect of Our Acceptable Usage Policy, detailed in Clause 14.
- You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 12.1. You will be responsible for any loss or damage suffered by Us as a result of such breach.
- You (or your licensors, as appropriate) retain ownership of your Member Content and all intellectual property rights subsisting therein. By creating or uploading Member Content, you grant Us an unconditional, non-exclusive, fully transferable, royalty-free, perpetual, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-licence your Member Content for the purposes of operating and promoting Our App.
- If you wish to remove Member Content, you may do so by deleting it. Removing Member Content also revokes the licence granted to Us to use that Member Content under sub-Clause 12.3. You acknowledge, however, that caching or references to your Member Content may not be made immediately unavailable (or may not be made unavailable at all where they are outside of Our reasonable control).
- We may reject, reclassify, or remove any Member Content created or uploaded using Our App where that Member Content, in Our sole opinion, violates Our Acceptable Usage Policy, or if We receive a complaint from a third party and determine that the Member Content in question should be removed as a result.
13. Intellectual Property Rights and Member Content
- All Member Content and the intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licensed by the relevant User, which, you have agreed to share with us with the intention of us then sharing with other users. All Member Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
- Users may not copy, distribute, publicly perform, publicly display, reproduce or create derivative works based upon, another User’s Member Content without first obtaining the express consent of the User to whom the Member Content in question belongs.
- We take technical measures to limit and/or restrict the ability of Users to unlawfully copy Member Content created using Our App. Despite such measures, We do not make any representation or warranty that your Member Content will not be unlawfully copied without your permission.
14. Acceptable Usage Policy
You may only use Our App in a manner that is lawful and that complies with the provisions of this Clause 14. Specifically:
- You must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;
- You must not use Our App in any way, or for any purpose, that is unlawful or fraudulent;
- You must not use Our App to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind; and
- You must not use Our App in any way, or for any purpose, that is intended to harm any person or persons in any way.
The following types of Member Content are not permitted on Our App and you must not create, submit, communicate or otherwise do anything that:
- is obscene, deliberately offensive, hateful, or otherwise inflammatory;
- promotes violence;
- promotes or assists in any form of unlawful activity;
- discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
- is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
- is calculated or otherwise likely to deceive;
- is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
- misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 14.2);
- implies any form of affiliation with Us where none exists;
- infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party; or
- is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
We reserve the right to suspend or terminate your Account and/or your access to Our App if you materially breach the provisions of this Clause 14 or any of the other provisions of these terms and conditions. Specifically, We may take one or more of the following actions:
- Suspend, whether temporarily or permanently, your Account and/or your right to access Our App (for more details regarding such cancellation, please refer to sub-Clause 8.9);
- Remove any of your Member Content which violates this Acceptable Usage Policy;
- Issue you with a written warning;
- Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
- Take further legal action against you as appropriate;
- Disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
- Any other actions which We deem reasonably appropriate (and lawful).
We hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions.
- We may in future feature advertising within Our App
- If we choose to do so, We reserve the right to display advertising on the same page as any Member Content.
- You agree that you will not attempt to remove or hide any advertising using HTML/CSS or by any other method.
- We are not responsible for the content of any advertising in Our App. Each advertiser is responsible for the content of their own advertising material. We will not be responsible for any advertising in Our App including, but not limited to, any errors, inaccuracies, or omissions.
16. Problems with Our App
- If you have any questions or complaints regarding Our App, please email Us at firstname.lastname@example.org or by using any of the methods provided on Our contact page at www.boardsecure.co.uk
- For the avoidance of doubt again, we explicitly exclude consumers from our platform as Our App is designed for business use only.
- No part of Our App or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which you should rely and is provided for general information purposes only.
- Board Secure provides a platform for information and governance self-help. Our information, along with content on the Website, our Diagnostic and our emails does not constitute legal advice from qualified lawyers, accountants or suitably qualified governance professionals. We cannot therefore guarantee that all information is correct, up to date or current, not suitable for your situation or every situation required.
- If you need qualified professional advice for your situation, you should seek it before coming to your decision. Board Secure is not a provider of qualified legal or governance advice.
- The documents and templates available on Our App are designed to be reasonably fit for use by you as a starting point for the preparation of documents for your business. They should be adapted for your individual business requirements.
- We make no representation, warranty, or guarantee that Our App will meet your requirements, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
- We make reasonable efforts to ensure that the content contained within Our App is complete, accurate and up-to-date. We do not, however, make representations, warranties or guarantees (whether express or implied) that Our App (and the content therein) is complete, accurate or up-to-date.
- We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any Member Content created or uploaded using Our App. Any such opinions, views, or values are those of the relevant User, and do not reflect Our opinions, views, or values in any way.
18. Our Liability
- As stated above, Board Secure is not designed for consumer use and we do not accept consumers as customers.
- If you are a business, to the fullest extent permissible by the law governing this contract, We accept no liability for any foreseeable loss in contract, tort (including negligence), for breach of statutory duty, or otherwise arising out of or in connection with the use of (or inability to use) Our App or the use of or reliance upon any Content (whether that Content is provided by Us or whether it is Member Content) included in Our App.
- To the fullest extent permissible by law, We accept no liability to consumers or businesses for loss or damage that is not foreseeable.
- To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our App or any Content (including Member Content) included in Our App.
- If you are a business, We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
- We exercise all reasonable skill and care to ensure that Our App is free from viruses and other malware. Subject to sub-Clause 16.2.1, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our App (including the downloading of any Content (including Member Content) from it) or any other website or service that We may provide a link to.
- We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our App resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
- Nothing in these Terms and Conditions excludes or restricts Our liability in any situation where it would be unlawful for us to do so including fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.
19. Viruses, Malware and Security
- We exercise all reasonable skill and care to ensure that Our App is secure and free from viruses and other malware including, but not limited to, the scanning of any and all Member Content for viruses and malware as it is uploaded. We do not, however, guarantee that Our App is secure or free from viruses or other malware and accept no liability in respect of the same, as detailed in sub-Clause 18.6.
- You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
- You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our App.
- You must not attempt to gain unauthorised access to any part of Our App, the server on which Our App is stored, or any other server, computer, or database connected to Our App.
- You must not attach Our App by means of a denial of service attack, a distributed denial of service attack, or by any other means.
- By breaching the provisions of sub-Clauses 19.3 to 19.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our App will cease immediately in the event of such a breach and, where applicable, your Account will be suspended and/or deleted.
20. Privacy and Cookies
21. Data Protection
- All personal information that We may collect (including, but not limited to, your name and contact details) will be collected, used, and held in accordance with the provisions of the Data Protection Act 1998 and your rights and Our obligations under that Act.
- We may use your personal information to Reply to any communications that you send to Us; or Send you important notices, as detailed in Clause 22;
- We will not pass your personal information on to any third parties without first obtaining your express permission to do so.
22. Communications from Us
- If you have an Account, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, changes to Our App, and changes to your Account.
- We will never send you marketing emails about services provided by anyone other than BoardSecure without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an un-subscribe link. Email marketing options can also be changed in the footer of the emails you receive. If you opt out of receiving emails from Us at any time, it may take up to 5 business days for Us to comply with your request. During that time, you may continue to receive emails from Us.
- For questions or complaints about email communications from Us (including, but not limited to, marketing emails), please contact Us at email@example.com
23. Other Important Terms
- We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
- You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
- The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
- If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
- No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
24. Changes to these Terms and Conditions
We aim to update the Website regularly and can change the content at any time. We will use our reasonable efforts to keep the Website available to you, but if necessary, we may suspend access to the Website, or close it indefinitely. We will not be liable if for any reason the Website is unavailable at any time or for any period.
25. Contact Us
To contact Us, please email Us at firstname.lastname@example.org or by using any of the methods provided on Our contact page at www.boardsecure.co.uk.
26. Law and Jurisdiction
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.