Effective: 1 December 2020
These terms of service (“Terms”) apply to all users of BoardPro Limited’s (“BoardPro”) website and applications at www.boardpro.com and app.boardpro.io and any other site/application operated by BoardPro. By using our website or any applications of BoardPro (“the Service”) you agree to these Terms.
BoardPro may change these Terms by posting the modified Terms. BoardPro will make every effort to notify you of these changes via email or the Website. By continuing to access the Website or the Service, you agree to the amended Terms.
1. Use of Software
BoardPro grants you the non-exclusive, non-transferable right to use the Service via the Website according to your subscription type on these Terms. As a subscriber:
1.1. You or your administrator (“Administrator”) may invite others (“Invited Users”) to use the Service on these Terms;
1.2. you are responsible for all Invited Users’ use of the Service;
1.3. you are responsible to notify each User of your invitation of them to the Service;
1.4. you and all Users you invite must accept and abide by the End User Terms of Service, including the Acceptable Use Policy
1.5. you will determine and control each Invited User’s level of access to the relevant organisation and Service at all times;
1.6. when you no longer wish someone to have access to the Service, you are responsible to revoke their access;
2. Your Obligations
2.1. Payment obligations: You will pay a fee for access to the Service in accordance with the fee schedule set out on the Website (Prices). BoardPro may issue you an invoice for the Access Fee in advance. You must pay all amounts specified in each invoice, by electronic bank transfer, automatic payment or credit card, within 14 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.
2.3. Communication Conditions: If you use any communication tools available through the Website or through the Service (such as any forum, chat room or message centre), you may only use them for lawful and legitimate purposes. You must not use them for posting or disseminating any material unrelated to the use of the Service, including: offers of goods or Service for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software or content that may be offensive to any other users of the Service or the Website. BoardPro is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. BoardPro may remove any communication at any time in its sole discretion.
3. Confidentiality and Privacy
3.1. Confidentiality: Each party (the recipient) will keep confidential all information obtained from the other (the discloser) which is marked confidential or is by its nature clearly confidential and will not, without the prior written consent of the discloser, make any such information available to any person, or use it for its own benefit, except as necessary for the purpose of these Terms.
3.2. Clause 3.1 will not apply to any information which:
- becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the recipient without restriction in relation to disclosure before the date of receipt from the discloser; or
- is required to be disclosed by law.
4. Intellectual Property
4.1. General: All patents, trademarks, service marks, copyright, moral rights, design rights, know-how and other intellectual property rights, whether or not registered (“Intellectual Property Rights”) in the Service, the Website and any documentation relating to the Service remain the property of BoardPro (or its licensors).
4.2. Ownership of Data: Subject to clause 5.1.3. all Intellectual Property Rights in the Data remain your property. Your access to the Data is contingent on full payment of the BoardPro Access Fee when due. You grant BoardPro a license to access, use, copy, transmit, store, and back-up your information and Data for the purpose of enabling you to access and use the Service and for the purpose set out in clause 5.1.
4.3. BoardPro access to Data: You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 4.2.
4.4. Third-party applications and your Data: If you enable third-party applications for use in conjunction with the Service, BoardPro may allow the providers of those applications to access your Data as required for interoperation with the Service. BoardPro will not be responsible for any disclosure, modification or deletion of your Data resulting from any access by third-party application providers.
5.1. Analytical Data: You acknowledge and agree that:
5.1.1. we may:
a. use Data and information about you, and your end users’, use of the Service to generate anonymised and aggregated statistical and analytical data (Analytical Data);
b. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights for our benefit or the benefit of a third party; and
c. supply Analytical Data to third parties, including our service providers and customers.
5.1.2. our rights under clause 5.1.1 above will survive termination or expiry of your use of the Service; and
5.1.3. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.
5.2. Agent: You:
5.2.1. acknowledge and agree that to the extent Data contains personal information (as that term is defined in the Privacy Act 1993 or Privacy Act 2020, as applicable), in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the Privacy Act 1993 and any other applicable privacy law; and
5.2.2. must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.
5.3. Backups of Data: While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of all Data uploaded by you or your end users to the Service.
5.4. International storage of Data: You agree that we may store Data (including any personal information) in secure servers in Australia and may access that Data (including any personal information) in Australia and New Zealand from time to time.
5.5. Indemnity: You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is objectionable, incorrect or misleading.
6. Warranties and Acknowledgements
6.1. Warranties: You warrant that:
6.1.1. you are authorised to use the Data that you input into the Application, including any Data input into the Application by any person you have authorised to use the Service;
6.1.2. you are authorised to access the processed information and data that is made available to you through your use of the Application and the Service;
6.1.3. if you use the Service or access the Application on behalf of anyone else (whether a body corporate or otherwise) you are responsible for authorising any person who is given access to information or Data, and BoardPro has no obligation to provide any person access to such information or Data without your authorisation and may refer any requests for information to you to address; and
6.1.4. you will indemnify BoardPro against any claims or loss relating to BoardPro’s refusal to provide any person access to your information or Data in accordance with these Terms; and BoardPro making available information or Data to any person with your authorisation.
6.2. Acknowledgement: You acknowledge that:
6.2.1. your access to and use of the Service is on an “as is” basis and at your own risk;
6.2.2. BoardPro does not warrant that the use of the Service will be uninterrupted or error– or virus–free; and
6.2.3. BoardPro is not your adviser or consultant and use of the Service does not constitute the receipt of advice.
7.1. No warranties: Except as expressly provided in these Terms, all representations or warranties (statutory, express or implied) are excluded in so far as is permitted by law.
7.2. To the maximum extent permitted by law, BoardPro excludes all liability for any indirect or consequential loss, loss of information, Data, profits and savings or damage arising out of your use of the Service.
7.3. Notwithstanding clauses 7.1 and 7.2, if BoardPro is found to be liable to you for any loss you have suffered, BoardPro’s liability for all loss will be limited to the Access Fees paid by you in the previous 6 months.
7.4. Indemnity: You indemnify BoardPro against all claims, costs, damage and loss arising from your breach of these Terms or any obligation you may have to BoardPro, including costs relating to the recovery of any unpaid Access Fees.
8.1. Refund Policy: BoardPro subscription and service fees are non-refundable except where failure to provide the service has occurred and has not been remedied, in accordance with these terms.
8.2. No-fault termination: Your right to use the Service on these Terms will continue for the period covered by each Access Fee payable under clause 2.1. Either party may terminate use of the Service by giving notice to the other party at least 30 days before the end of the relevant payment period. You will be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to the date of termination. Access fees paid in advance are not refundable.
8.3. Breach: BoardPro may (without prejudice to its other rights) suspend or terminate access to the Service and the Application if you:
8.3.1. breach these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
8.3.2. breach these Terms and the breach is not capable of being remedied (which includes any Access Fees that are more than 30 days overdue); or
8.3.3. you or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed over its assets or if you make any arrangement with your creditors.
8.4. If payment of any Access Fees for which you are responsible is not made by the due date, BoardPro may suspend or terminate your use of the Service, the authority for all or any of your Organisations to use the Service, or your rights of access to all or any Data.
8.5. On termination of this Agreement you will (a) remain liable for any accrued charges and amounts which become due for payment before or after termination and (b) immediately cease to use the Service and the Application.
8.6 Termination: Clauses and sections 2.1, 3, 4, 5, 6, 7, 8 and 10 survive termination of these Terms.
9. Help Desk
9.1. Technical Problems: In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting BoardPro. If you still need technical help, please check the support provided online by BoardPro on the Application or failing that email us at firstname.lastname@example.org.
9.2. Service availability: BoardPro may temporarily suspend or restrict access to the Service or Application to perform maintenance or other development activity. If for any reason BoardPro needs to interrupt the Service for longer periods than BoardPro would normally expect, BoardPro will use reasonable endeavours to publish in advance details of such activity on the Application.
10.2. Delays: BoardPro will not be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control.
10.3. Governing law and jurisdiction: These Terms are governed by and will be construed in accordance with the laws of New Zealand. You submit to the exclusive jurisdiction of the New Zealand courts.
10.4. Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to BoardPro must be sent to email@example.com or to any other email address notified by email to you by BoardPro. Notices to you will be sent to the email address which you provided when setting up your access to the Service.
Please contact us if you have any questions about this policy. You may contact us at firstname.lastname@example.org or at our mailing address below:
101 Pakenham St West
Wynyard Quarter, Auckland 1010