The websites and applications that form the Board Appointments sites (hereinafter referred to individually as the “Board Appointments Site” or collectively, the “Board Appointments Sites”) are owned and operated by “Board Direction Pty Ltd”.
These terms govern your subscription to any product available through the Board Appointments Site. These terms, together with the Board Appointments Conditions of Use, form part of the general terms and conditions governing the material on, use of and access to the Board Appointments Sites. Board Appointments may change these Subscription Terms from time to time. If we do, any amendments will be posted on the Board Appointments Sites. If you object to any changes to these Subscription Terms, your only remedy is to cancel your subscription prior to renewal of your subscription. If you do not cancel your subscription prior to renewal you will be deemed to have accepted all changes.
Registration, Authorised Use, Security & Monitoring
Your subscription will not be valid unless and until Board Appointments accepts your registration.
You must ensure that your username and password remain secure and confidential. You are entirely responsible for all use, activities and charges associated with or arising from any use of your username and password (regardless of whether you authorised such use), including unauthorised use of your or any other credit card.
Each username and password must be used by a single user and is not transferable. An attempt to login with a username and password that is already in use will disconnect the other user. You must notify Board Appointments immediately if you become aware of any unauthorised use of your username and password.
Board Appointments may (but has no obligation to) monitor usage of the Board Appointments Sites via your account (including but not limited to concurrent usage of username and passwords) and may take any action it deems appropriate, including immediately terminating your subscription.
Subscription Charges
For the current fees for products, services and other features offered in connection with the Board Appointments sites, please go to the relevant Board Appointments site. Board Appointments reserves the right to change the fees it charges for products, services or features offered in connection with the Board Appointments Sites, or introduce new fees, from time to time. If such a change increases the price payable by you for your existing products or services (including your subscription), Board Appointments will provide you with no less than one month’s prior notification of any such change. If you object to any such change, your only remedy is to cancel your subscription 14 days after the change comes into effect (in which case, no cancellation fee will apply). If you do not cancel your subscription within that period, you will be deemed to have accepted the change.
Unless stated otherwise by Board Appointments, in order to register for or purchase a service or product, you must submit valid credit card details. Valid payments will be processed immediately or, if applicable, immediately upon the expiry of your free trial subscription.
You can cancel or alter your membership at any time. Unless you cancel your subscription, subscription fees and all other fees and charges associated with your subscription (including, but not limited to, any applicable federal, state, and local taxes) will be billed automatically to the credit card you provide when registering for the applicable service. If you do not notify us of changes to your billing details, Board Appointments will assume that all of the information related to your credit card remains valid and will submit to the card processor all information that it requires for approval.
If any subscription fees or other charges billed to your credit card are not processed for any reason, Board Appointments shall have the right to suspend your subscription until such subscription fees or other charges are paid in full. Subscription fees will apply whether or not you actually use your subscription.
Refunds, Termination or Cancellation of Your Subscription
Subject to any conditions and cancellation fees noted below, you may cancel your Board Appointments subscription at any time. This will stop future subscription payments. This will not affect your existing membership. You cannot suspend your subscription to any Board Appointments Site.
No refund will be paid (and no cancellation fee will apply) in relation to current subscriptions or memberships.
If you fail to cancel your subscription, we will automatically renew it on the subscription expiry date at your current subscription rate, and you will be charged accordingly. Should you, within 7 days of having had your membership renewed, cancel your membership via the website, a full refund may be provided. Cancelling your membership after this 7 day period will forfeit your right to a refund.
When you cancel your subscription or membership, you will still be registered with us. You may receive our email correspondence as well as access to the publicly available material on the Board Appointments website at no charge.
Board Appointments may immediately cancel your subscription, without notice or liability (including for any refund or credit to you), if we determine, acting reasonably, that: (i) you have breached any portion of these Subscription Terms or the general terms and conditions for the use of the Board Appointments Sites or (ii) your use of or access to the Board Appointments Site(s) violates any applicable law or regulation or otherwise inhibits any other subscriber from using or accessing the Board Appointments Sites or any other service offered by Board Appointments on the Board Appointments Sites.
Board Appointments also reserves the right to cancel your subscription for any reason, provided that we give you written notice of such cancellation and, in the event of cancellation, pay you a pro-rata refund for the outstanding portion of your subscription.
None of the foregoing limits any other legal, equitable, or contractual rights available to Board Appointments.
Due to the nature of the service we provide (i.e. the immediate access to the roles we advertise and the thought leadership), we are unable to provide a refund.
Articles & Content
Content made available on Board Appointments Sites is strictly for personal use only and should not be replicated or forwarded to others without the explicit permission of a Board Appointments representative. We may impose limitations on you or cancel your subscription if at any time we form the view that your usage of the site, and particularly your volume of use, is unusual or excessive.
Collection and Use of Personal Information
We collect personal information from members and non-members directly (including sensitive information with your consent) to enable us to manage membership, conduct education courses and provide products and services for the benefit of members and non-members. We don’t disclose information about you unless you agree or would expect us to. You can complain to us in writing (team@boardappointments.com) about how we handle your personal information. We will respond as soon as possible.
Subscription Terms
1. Definitions
In these terms:
“Administrator” means the Service administrator(s); an individual or individuals appointed by the Subscriber to provide access to and use of the boardappointments.co.uk site.
“Additional Fees” means the additional fees specific to any service provided
“Client” means a customer or client of a Subscriber to whom Information may be provided, where permitted, subject to the Subscription Terms.
“Effective Date” means the date as set out in the Product Schedule, or if undated, the date of first availability of the Service for use by the Subscriber.
“Board Appointments” means Board Direction Pty Ltd and its subsidiaries.
“Fees” means the aggregate of the fees for the Information and fees for the Service, payable by the Subscriber to Board Appointments being bundled, packaged or amended as set out in the Pricing Schedule.
“Information” means information, in whatever form, provided as part of the Service.
“Initial Term” initial membership period.
“Pricing Schedule” means the Subscription Agreement, including any updated or amended versions of it.
“Product Schedule” means the Subscription Agreement, including any updated or amended versions of it.
“Renewal Date” means the date immediately following the last date of the Initial Term.
“Representatives” means, in relation to the Subscriber.
2. Service
2.1. Board Appointments will supply the Information through the Service to the Subscriber and grants to the Subscriber a non-exclusive, non-transferable, non-sublicensable, non-assignable license to use the Information and the Service pursuant to the terms of this Agreement.
2.2. Board Appointments retains control and ownership of the form and content of the Service. Neither the Subscriber nor any User will acquire any ownership rights in the Service or the Information, and the Subscriber shall not alter the form or content of the Information or Service without the written permission of Board Appointments.
2.3. Board Appointments may alter the form and content of the Service from time to time. The Information is either licensed from third-party information providers or is proprietary to Board Appointments.
2.4. The Subscriber acknowledges that any indexing codes used for retrieving information from the Service are owned by either Board Appointments or a third party and that such indexing codes are protected by copyrights, database rights and/or trademarks owned by the relevant party. The Subscriber may use the indexing codes solely to access information from the Service and may not otherwise copy, publish, redistribute or otherwise use such codes.
3. Use of the Service
3.1 Users may: view and print a single permanent copy of the Information; and
3.2 The Subscriber, and each User, shall not:
a. use, copy, store, save, transmit, reproduce, distribute, display, sell, publish, broadcast or circulate the Information to any third party, other than as authorised in clause 3.1 and 3.2;
b. remove, conceal or alter any copyright notices contained in the Service or the Information;
c. create or store in electronic form any shared library or archive of information that could be used as a research application;
d. sell or receive any compensation for Information distributed to Client (except for recovery at cost of Views incurred by Client), and for the avoidance of doubt, Subscriber may only forward Service Emails to Customers on an occasional and infrequent basis, but are not authorised to forward such emails as part of a regular and ongoing alerting service; or
e. share the password which they use to access the Service with any other person. Users should notify the Administrator or Board Appointments if they learn or suspect that any password(s) is either being used by any person not authorised by the Subscriber to use the Service or is being used by more than one User.
3.4 The Subscriber shall:
a. ensure that each User is aware of and complies with the conditions of use of the Service and/or the Information contained in this Agreement;
b. ensure that each User complies with any additional restrictions notified by means of any onscreen notices contained within an article of Information to which the additional restriction relates. To the event that there is any inconsistency between the terms of this Agreement and any on-screen notice, then the terms of this Agreement will prevail;
c. ensure that each Client is aware of, and use reasonable endeavours to ensure each Client complies with, the conditions of use of the Service and/or the Information contained in this Agreement;
d. provide Board Appointments with reasonable assistance in complying with Board Appointments obligations under privacy laws relating to information in respect of individual Users. Subscriber warrants and represents to Board Appointments that it is authorised by each of the Users to receive the Users’ personal information from Board Appointments.
3.5 Board Appointments will issue the Subscriber with one password for each User, each such password may only be used by one individual. The Subscriber must notify Board Appointments if it learns or suspects that any password(s) is either being used by any person not authorized by the Subscriber to use the Service or is being used by more than one individual. Board Appointments will then cancel the relevant password(s) and assign a new password(s) to the Subscriber. Board Appointments may in its reasonable discretion attach conditions to the assignment of such new password(s).
3.6 In the event that the Subscriber or any User or Client breaches the terms of use of the Service as set out in this clause 3, the Subscriber acknowledges that damages may be an insufficient remedy. The parties acknowledge that any damages payable are without prejudice to any other injunctive relief or contractual liability that Board Appointments is entitled to in accordance with this Agreement as a result of any breach of this agreement, including but not limited to breach of Board Appointments’ intellectual property rights in the Service. Without limitation, Board Appointments may suspend the Service in the event of a breach described in this clause.
4. Fees
4.1 All fees and prices are stated in US Dollars.
4.2 Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this agreement are inclusive of applicable taxes.
4.3 The Pricing Schedule may be amended from time to time in accordance with clause 4.6. Other than as set out in the Pricing Schedule or pursuant to clause 4.6, no change in the Fees payable by the Subscriber shall be effective unless agreed in writing between the parties.
4.4 Board Appointments may, following not less than 30 days prior written notice to the Subscriber, amend the Pricing Schedule and/or any Schedule setting out the Additional Fees. If the amendment to the Pricing Schedule results in an increase in the Fees for the Subscriber, then the Subscriber may, within 30 days of receipt of such notice, terminate this Agreement by written notice to Board Appointments. If the amendment to any Schedule results in an increase in the Additional Fees for the Subscriber, then the Subscriber may, within 30 days of receipt of such notice, terminate that part of the Service that relates to the Additional Fees by written notice to Board Appointments. If the Subscriber gives notice pursuant to this clause 4.6then such termination shall be effective on the date on which the Fees and/or any applicable Additional Fees would have increased and the Subscriber will be entitled to a pro-rata refund of any Fees or Additional Fees paid in advance for services not rendered at the date of termination.
5. Warranty, Liability and Indemnity
5.1 Board Appointments shall make reasonable efforts to ensure: the accuracy and reliability of the Service; the timeliness of the Information; and that the Service does not contain any computer virus. Neither Board Appointments nor any other member of the Board Appointments will be held liable in relation to the accuracy or timeliness of the Information or for any loss or damage of any type in connection with the provision of or failure to provide the Service, except as set out in this clause 5. This Agreement gives neither the Subscriber nor any User or Customer any rights against third party information providers with respect to the use of Information.
5.2 Subject to the above qualifications and clause 5.4, the Subscriber expressly agrees that in no circumstances will Board Appointments or any member of the Board Appointments be liable for any damage or loss (including but not limited to any indirect or consequential loss or any loss of profits or revenues whatsoever) however caused (including but not limited to, by the negligence of Board Appointments or a member of the Board Appointments) suffered or incurred by the Subscriber.
5.4 Board Appointments shall indemnify the Subscriber against any direct loss or damage suffered by the Subscriber arising out of any third party claim or action that the Information infringes the intellectual property rights of such third party, except for any claim or action arising out of a breach of this Agreement by the Subscriber, any User or Customer. The Subscriber agrees that if any such claim is made by a third party then the Subscriber will promptly notify and cooperate with Board Appointments, and Board Appointments shall at its request be given control of such action.
5.5 The Subscriber shall indemnify Board Appointments and, where relevant, any third-party information provider or supplier, for any direct loss or damage (not including any consequential loss or special or punitive damages) arising out of any use of the Information by the Subscriber and/or Users and/or Clients beyond the rights expressly granted to the Subscriber and/or the Users and/or Clients under this Agreement.
5.6 The total liability of Board Appointments under this Agreement shall, to the extent permitted by law, under no circumstances exceed the Fees paid by the Subscriber in the twelve months preceding such claim.
6. Term and Termination
6.1 The Initial Term is set out in the Product Schedule or as agreed and/or amended by writing between the parties.
6.2 After the Initial Term, this Agreement shall be renewed for the Initial Term unless the Subscriber notifies Board Appointments otherwise in writing prior to the end of the Initial Term. Thereafter this Agreement shall automatically be renewed for successive 12 month periods on the Renewal Date and each anniversary of the Renewal Date. During the Term, any Service may be cancelled by either Board Appointments or the Subscriber/Member on 14 days prior written notice to the Renewal Date and each anniversary of the Renewal Date.
6.3 lf the Subscriber/Member commits a material breach of this Agreement, Board Appointments may suspend any Service without notice or penalty until such breach is remedied.
7. Confidentiality
7.1 The parties acknowledge and confirm that during the term of this Agreement and following its termination the parties shall treat as confidential and shall not (other than in the proper provision of the Service or as required by any applicable law) use or disclose to any person, firm or company, the terms of this Agreement, including the Pricing Schedule agreed between the parties, and any confidential information relating to the business of and belonging to the other party, nor permit its use or disclosure. This obligation of confidentiality shall not apply to information that is publicly known (through no fault of the non-disclosing party) or not of commercial value to such other party.
7.2 No public announcement, press release or circular (other than required by law or regulation) concerning this Agreement will be made by either party without the prior consent of the other party, which shall not be unreasonably withheld or delayed.
8. Web Content
8.1 Board Appointments chooses the internet sites through which the Web Content is made available and uses reasonable care in doing so. However, the Web Content is not made available through any licensing agreement with any third party, and accordingly, Board Appointments does not and cannot license the use of such Web Content. The Subscriber/Member and Users are solely responsible for determining the extent to which the Web Content is used.
8.2 The Web Content is not included as Information for the purposes of this Agreement and Board Appointments does not accept any liability in relation to the Web Content.
9. General
9.1 The terms and conditions set out in The Subscription Terms represent the entire agreement between both parties relating to the Service and supersede all prior agreements and representations. No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power and/or remedy. Neither party will be liable for any loss or failure to perform any obligation due to circumstances beyond its reasonable control.
9.2 The Service subscribed for, under the Subscription Terms, the level of the Fees and Additional Fees and other relevant details of such Service may be amended by written notice signed by both parties confirming the relevant amendment and the inclusion of any additional schedule.
9.3 All notices shall be in writing and delivered by electronic mail.
9.4 The official language of the Subscription Terms shall be the English language and no translation into any other language may be used in its interpretation.
