Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you", "your") and BoardScore Pty Ltd (ABN pending) ("BoardScore", "we", "us", "our") governing your access to and use of the BoardScore platform at boardscore.io and any associated services.

By creating an account, accessing, or using the platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation.

• "Platform" means the BoardScore web application, APIs, and associated services available at boardscore.io.
• "Organisation" means the entity that holds a BoardScore subscription and under which users are managed.
• "User" means any individual who accesses the Platform under an Organisation's account.
• "Customer Data" means all data, content, and information uploaded, entered, or generated by Users within the Platform.
• "Subscription" means the paid plan selected by an Organisation, as described on our pricing page.

To use BoardScore, you must create an account or be invited by an existing Organisation administrator. You agree to:

• Provide accurate and complete information during registration.
• Maintain the security of your account credentials and not share them with others.
• Notify us promptly if you become aware of any unauthorised access to your account.
• Accept responsibility for all activity that occurs under your account.

We reserve the right to suspend or terminate accounts that violate these Terms or pose a security risk to the platform.

BoardScore offers tiered subscription plans. By selecting a plan, you agree to the following:

• Subscription fees are billed in advance on a monthly or annual basis as indicated at the time of purchase.
• All fees are quoted in Australian dollars (AUD) and are inclusive of GST where applicable.
• You authorise us to charge your nominated payment method for recurring subscription fees.
• Subscription renewals occur automatically unless cancelled before the end of the current billing period.
• We may change pricing with at least 30 days' notice. Changes take effect at the start of your next billing cycle.

BoardScore may offer a free tier with limited features. Free tier accounts are subject to the same terms as paid accounts, with the following additions:

• Free tier features and limits may change at any time with reasonable notice.
• We reserve the right to discontinue the free tier for new or existing accounts.
• Free tier accounts that remain inactive for more than 12 months may be deleted after notification.

You retain full ownership of all Customer Data. BoardScore does not claim any intellectual property rights over your data. By using the platform, you grant us a limited licence to process, store, and display your Customer Data solely for the purpose of providing the service.

We will not access, use, or disclose your Customer Data except as necessary to operate the platform, provide support at your request, comply with legal obligations, or enforce these Terms.

We take the security of your data seriously. Our commitments include:

• All Customer Data is stored on Australian infrastructure and does not leave Australian jurisdiction except as described in our Privacy Policy.
• Each Organisation's data is isolated in a dedicated database schema with no shared data tables.
• Personally identifiable information is encrypted at the column level using AES-256-GCM.
• All communications are encrypted in transit via TLS.
• Access to Customer Data is governed by role-based access control within your Organisation.

For full details on our security practices, please refer to our Security page.

You agree not to use the Platform to:

• Violate any applicable law, regulation, or third-party rights.
• Transmit any malware, viruses, or other harmful code.
• Attempt to gain unauthorised access to other accounts, systems, or data.
• Interfere with or disrupt the integrity or performance of the Platform.
• Use the Platform for any purpose other than legitimate governance and compliance activities.
• Reverse-engineer, decompile, or otherwise attempt to extract the source code of the Platform.
• Use automated tools to scrape, crawl, or extract data from the Platform without prior written consent.
• Resell, sublicence, or redistribute access to the Platform without authorisation.

We reserve the right to investigate and take appropriate action, including suspension or termination, for violations of this section.

The Platform, including its design, code, features, documentation, trademarks, and all associated intellectual property, is owned by BoardScore Pty Ltd. Nothing in these Terms grants you any rights to our intellectual property except the limited right to use the Platform in accordance with your subscription.

Assessment frameworks, scoring methodologies, and report templates provided within the Platform are proprietary to BoardScore and may not be reproduced, distributed, or used outside the Platform without written permission.

We strive to maintain high availability of the Platform but do not guarantee uninterrupted access. We may perform scheduled maintenance with reasonable advance notice. In the event of unplanned downtime, we will make commercially reasonable efforts to restore service promptly.

Support is provided via email at support@boardscore.io. Response times may vary depending on your subscription tier and the nature of the enquiry.

To the maximum extent permitted by Australian law, BoardScore's total aggregate liability to you for any claims arising from or related to these Terms or the Platform is limited to the amount you paid to BoardScore in the 12 months preceding the claim.

BoardScore is not liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, even if we have been advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Australian Consumer Law.

You agree to indemnify and hold harmless BoardScore, its officers, directors, and employees from any claims, losses, or damages (including legal fees) arising from your use of the Platform, your violation of these Terms, or your infringement of any third-party rights.

Either party may terminate the subscription as follows:

• You may cancel your subscription at any time through the Platform or by contacting support. Cancellation takes effect at the end of the current billing period.
• We may terminate or suspend your access immediately if you breach these Terms, fail to pay fees when due, or if continued access poses a security risk.
• Upon termination, your access to the Platform will cease. You may request export of your Customer Data within 30 days of termination.
• After 90 days from termination, we will delete your Customer Data in accordance with our Privacy Policy.

If a dispute arises in connection with these Terms, the parties agree to first attempt to resolve the matter in good faith through informal negotiation. If the dispute cannot be resolved within 30 days, either party may refer the matter to mediation administered by the Australian Disputes Centre (ADC) in accordance with its mediation rules.

If mediation is unsuccessful, either party may pursue remedies available under Australian law. Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court of competent jurisdiction.

These Terms are governed by and construed in accordance with the laws of the State of New South Wales, Australia. You submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts that may hear appeals from those courts.

We may update these Terms from time to time. We will notify you of material changes at least 30 days before they take effect by posting a notice on the Platform or sending an email to your registered address. Your continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

These Terms, together with our Privacy Policy and any subscription-specific terms, constitute the entire agreement between you and BoardScore regarding the Platform. They supersede all prior agreements, representations, and understandings, whether written or oral.

If you have any questions about these Terms, please contact us:

• Email: legal@boardscore.io
• Entity: BoardScore Pty Ltd
• Location: Australia