Terms of Service

Last updated: 9 May 2026  ·  Effective: 9 May 2026  ·  Version 1.1

1. Definitions

"Boardside" / "we" / "us"

Boardside Limited, a company incorporated in New Zealand, and its directors, officers, employees, contractors, agents, and successors.

"Platform"

The Boardside web application, APIs, data pipelines, and associated services made available at boardside.io and any sub-domains.

"User" / "you"

Any individual who accesses or uses the Platform under an account, including during a free trial.

"Content"

Any data, documents, text, annotations, or files uploaded, created, or stored by you within the Platform.

"AI Outputs"

Any text, analysis, summaries, suggestions, scores, or other outputs generated by artificial intelligence models operating within or connected to the Platform.

"Third-Party Data"

Information sourced from external providers, including but not limited to news publishers, Parliamentary databases, government agencies, and public websites.

"Subscription"

A paid or trial access plan permitting use of the Platform for a defined billing period under a selected plan tier.

"Subscription Term"

The period during which your Subscription is active, beginning on the activation date and renewing automatically unless cancelled.

"Confidential Information"

Any non-public information disclosed by either party in connection with the Platform, including account details, pricing, and Content.

"Feedback"

Any ideas, suggestions, feature requests, comments, or evaluations you voluntarily provide about the Platform.

2. Acceptance and eligibility

By accessing the Platform, you confirm that you are at least 18 years old, have legal capacity to enter this agreement, and are authorised to do so on behalf of any organisation whose governance you manage through the Platform.

If you are accepting on behalf of a company, trust, or other entity, you represent and warrant that you have the authority to bind that entity. If you do not have that authority, you must not use the Platform.

Boardside reserves the right to refuse access to any person or entity at our sole discretion.

3. Early access and beta features

Boardside is currently in early access. The Platform is provided on a best-efforts basis and features may be incomplete, experimental, or subject to change. During early access:

• Features may be added, modified, or discontinued without notice
• Data structures may change in ways that require migration
• Uptime and service levels are not guaranteed
• AI Outputs may be less accurate than in a mature production environment
• Pricing and plan structures may change before general availability

Early access users accept a materially higher degree of platform risk in exchange for access prior to general availability. Boardside's liability during the early access period is limited to the greatest extent permitted by law.

4. Account responsibilities

You are solely responsible for:

• Maintaining the confidentiality of your login credentials
• All activity occurring under your account, whether or not authorised by you
• Promptly notifying us at hello@boardside.io if you suspect unauthorised access
• Ensuring any individuals accessing the Platform under your account are bound by these terms
• The accuracy of information you provide when registering and configuring your account

Each account is for a single individual. Account sharing between multiple people is not permitted without a multi-seat Subscription. Boardside is not liable for any loss resulting from unauthorised account access where you failed to take reasonable steps to protect your credentials.

You must not create multiple accounts to circumvent usage limits, trial periods, or suspension decisions.

5. Subscription and billing

Plans

Boardside offers subscription plans (Starter, Professional, Enterprise) as described on our pricing page at the time of purchase. Boardside reserves the right to modify plan features, usage limits, and inclusions with 30 days' notice to existing subscribers.

Free trial

Where a free trial is offered, no charge is made during the trial period. At expiry, your Subscription continues automatically at the applicable rate unless you cancel before the trial ends. It is your sole responsibility to cancel before trial expiry if you do not wish to be charged. Boardside is not obliged to issue refunds for charges arising from failure to cancel before trial expiry.

Auto-renewal

Subscriptions renew automatically at the end of each billing period (monthly or annual, as selected). You will be charged the then-current plan rate on each renewal date. You may cancel auto-renewal at any time from your account settings; cancellation takes effect at the end of the current billing period.

Payment

Payment is processed by Stripe. By providing payment details, you authorise Boardside (via Stripe) to charge your payment method on each billing date. If a payment fails, Boardside may suspend access until the outstanding amount is settled. We are not liable for any loss arising from suspension due to payment failure.

Refunds

Subscription fees are non-refundable except as required by the Consumer Guarantees Act 1993 or the Fair Trading Act 1986. Boardside does not issue pro-rated refunds for early cancellation or unused portions of a billing period.

Price changes

Boardside may change subscription pricing with 30 days' written notice to existing subscribers. Your continued use after the effective date constitutes acceptance. If you do not accept a price change, your sole remedy is to cancel your Subscription before the new pricing takes effect.

Taxes

All prices are exclusive of GST and any other applicable taxes unless expressly stated. You are responsible for all taxes applicable to your Subscription and use of the Platform.

6. Acceptable use

You must use the Platform only for lawful governance intelligence purposes. You must not:

• Violate any applicable law, regulation, court order, or regulatory requirement
• Process personal information in breach of the Privacy Act 2020 or other applicable privacy law
• Upload content that infringes the intellectual property rights of any third party
• Upload content that is unlawful, defamatory, misleading, or in breach of any duty of confidentiality
• Upload malware, viruses, or other malicious or harmful code
• Attempt to gain unauthorised access to any part of the Platform or any other user's data
• Probe, scan, or test the vulnerability of the Platform or its infrastructure
• Use automated tools to scrape, extract, or systematically download Platform content or data
• Reverse-engineer, decompile, or disassemble any part of the Platform
• Circumvent any security measure, access control, or usage limit
• Impersonate any person or misrepresent your identity or organisational affiliation
• Use the Platform to harass, threaten, or harm any individual or organisation
• Create accounts to circumvent a suspension, termination, or usage restriction
• Resell or sublicence access to the Platform without Boardside's written consent
• Use the Platform in a way that imposes a disproportionate load on Platform infrastructure

Boardside may suspend or terminate accounts that breach these restrictions, with or without prior notice, at our sole discretion.

7. Prohibited competitive use

You must not use the Platform to:

• Develop, train, or improve a competing governance intelligence product or service
• Benchmark the Platform against competitors and publish or distribute those results without our written consent
• Copy, replicate, or adapt the Platform's features, AI prompts, data models, or interface design for a competing purpose
• Scrape or extract Platform data or AI Outputs for use in a competing product

If you are an employee, contractor, or advisor to a business that competes with Boardside, you must disclose this to us before using the Platform. We reserve the right to deny or revoke access in such circumstances.

8. Your content

Ownership

You retain ownership of all Content you upload to the Platform. By uploading Content, you grant Boardside a limited, non-exclusive, royalty-free licence to store, process, and display that Content solely to the extent necessary to deliver the service to you. This licence terminates when you delete the Content or close your account.

Your warranties

You represent and warrant that:

• You have the legal right to upload and process all Content through the Platform
• Your Content does not infringe any third-party intellectual property rights
• You have obtained all consents required for personal information about third parties contained in your Content
• Your Content does not contain malicious code or unlawful material
• Uploading your Content does not breach any duty of confidentiality owed to a third party

Third-party personal information in content

If your Content includes personal information about third parties (such as other directors, employees, or stakeholders mentioned in board papers), you act as the data controller for that personal information. Boardside acts as your data processor in relation to it. You are responsible for ensuring your use of the Platform in relation to that personal information complies with all applicable privacy law.

Data backup

You are responsible for maintaining your own backups of important Content. Boardside takes reasonable technical precautions but does not guarantee that Content will never be lost. We strongly recommend retaining independent copies of all critical governance documents.

No training use

Boardside does not use your Content to train, fine-tune, or improve AI models, whether operated by Boardside or any third party.

9. Feedback

If you provide Boardside with Feedback — including ideas, suggestions, feature requests, bug reports, or evaluations — you grant Boardside an irrevocable, perpetual, worldwide, royalty-free licence to use, reproduce, modify, incorporate, and commercialise that Feedback in any manner and without restriction or compensation to you. You waive any moral rights in Feedback to the extent permitted by law.

Boardside is not obliged to act on any Feedback, keep it confidential, or attribute it to you.

10. Disclaimer of warranties

To the maximum extent permitted by law, the Platform and all its content — including AI Outputs, legislative data, regulatory tracking, competitive intelligence, and Third-Party Data — are provided "as is" and "as available" without any warranty of any kind, express or implied.

Boardside expressly disclaims all warranties including, without limitation:

• Merchantability, fitness for a particular purpose, or non-infringement
• Accuracy, completeness, currency, or reliability of any information or data
• That the Platform will be uninterrupted, error-free, or free from viruses
• That AI Outputs will be accurate, current, complete, or suitable for any purpose
• That Third-Party Data is accurate, current, or free from error
• That the Platform will meet your specific governance, regulatory, or compliance requirements
• That the Platform's security measures will prevent all unauthorised access

Nothing in this clause limits rights that cannot be excluded under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986.

11. AI outputs — specific disclaimers

Boardside uses AI models to generate governance briefings, legislative summaries, PESTLE analysis, stakeholder suggestions, competitive intelligence, pre-board reports, and other outputs. You acknowledge and accept that:

• AI Outputs are generated automatically and are not reviewed by Boardside staff before delivery to you
• AI Outputs may contain factual errors, omissions, outdated information, or hallucinations
• AI Outputs reflect training data and external sources that may themselves be inaccurate or incomplete
• AI Outputs are starting points for board deliberation — they are not substitutes for it
• Boardside does not warrant the accuracy, suitability, completeness, or fitness for purpose of any AI Output
• Reliance on AI Outputs for any decision — governance, strategic, regulatory, or otherwise — is entirely at your own risk
• AI Output quality may vary across sectors, entity types, and factual domains

Directors and officers remain personally and legally responsible for their governance decisions regardless of what the Platform surfaced. Boardside expressly disclaims liability for any loss — including regulatory penalties, compliance failures, or adverse governance outcomes — arising from reliance on AI Outputs.

12. Regulatory and legislative data — specific disclaimers

The Regulatory Environment feature provides governance awareness of New Zealand legislation. You acknowledge and accept that:

• Legislative data may not reflect the most recent amendments, regulations, commencements, or repeals
• Bill progress tracking relies on publicly available data which may be delayed or incomplete
• Sector matching is automated and may not identify all legislation relevant to your entity
• Boardside is not a legal publisher, law firm, or regulatory authority
• Nothing in the Regulatory Environment constitutes legal advice or a legal opinion
• Submission alerts may not capture all relevant consultation opportunities
• You must obtain independent legal advice before acting on any legislative or regulatory matter

Boardside expressly disclaims liability for any loss — including regulatory non-compliance, missed submission deadlines, or adverse enforcement outcomes — arising from reliance on the Regulatory Environment feature.

13. Third-party and competitive intelligence data

Signal feeds, competitive intelligence, stakeholder data, and product intelligence may include information sourced from public websites, news sources, and third-party data providers. Boardside does not verify the accuracy or currency of third-party information and accepts no liability for errors or omissions in it.

You must independently verify competitive intelligence before acting on it. You must not use competitive intelligence features in a manner that breaches applicable privacy law, competition law, or any duty of confidentiality owed to a third party. Boardside is not responsible for how you use intelligence data obtained through the Platform.

14. Director statutory duties

Boardside is a governance intelligence tool. It does not replace and does not purport to assist with compliance with the following or any other statutory or regulatory obligations:

• Directors' duties under the Companies Act 1993 (ss 131–138)
• Duties of trustees under the Trusts Act 2019
• Officer duties under the Charities Act 2005
• Director obligations under the Financial Markets Conduct Act 2013
• Health and safety obligations under the Health and Safety at Work Act 2015
• Obligations under the Local Government Act 2002 for council-controlled entities
• Any other statute, regulation, or court order applicable to your board role

Use of Boardside does not discharge, reduce, modify, or substitute for any of the above obligations. Directors and officers must satisfy themselves, through independent advice where appropriate, that they are meeting all statutory duties applicable to their role.

15. Third-party services

The Platform relies on third-party infrastructure including Supabase (database and authentication), Vercel (hosting), and Anthropic (AI). Boardside is not liable for any loss, service degradation, data loss, or unavailability caused by the failure, change in terms, security incident, or shutdown of any third-party service provider.

Links to third-party websites within the Platform are for convenience only. Boardside does not endorse, control, or accept responsibility for any third-party website or its content, accuracy, or privacy practices.

16. Intellectual property

All intellectual property in the Platform — including its software, architecture, design systems, AI prompts, data pipelines, algorithms, compiled legislative database, brand, and all Boardside-generated content — is owned by or licensed to Boardside Limited. Nothing in these terms transfers any intellectual property rights to you.

Your Subscription grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal governance purposes during the Subscription Term. This licence does not extend to copying, modifying, redistributing, selling, or sublicensing the Platform or any part of it.

The Boardside name, logo, and associated marks are trademarks of Boardside Limited and may not be used without prior written permission.

17. Limitation of liability

To the maximum extent permitted by applicable law, Boardside's total aggregate liability to you for all claims arising out of or related to these terms or the Platform — whether in contract, tort (including negligence), statute, equity, or otherwise — is limited to the greater of: (a) the total fees actually paid by you to Boardside in the 12 months immediately preceding the event giving rise to the claim, or (b) NZD $100.

Boardside is not liable — under any legal theory — for:

• Loss of profit, revenue, savings, data, business opportunity, or goodwill
• Indirect, incidental, special, consequential, exemplary, or punitive damages
• Any loss arising from reliance on AI Outputs, legislative data, competitive intelligence, or Third-Party Data
• Any adverse governance outcome, regulatory penalty, enforcement action, or compliance failure
• Any loss arising from a director's decision made with or without reference to Platform content
• Interruptions to service caused by third-party infrastructure (Supabase, Vercel, Anthropic, Stripe, or any other provider)
• Unauthorised access to your account due to your failure to protect credentials
• Loss or corruption of Content, including where caused by Platform malfunction or third-party failure
• Any loss arising during the early access period

These limitations apply even if Boardside has been advised of the possibility of such damages, and even if a remedy fails of its essential purpose. They apply to the maximum extent permitted by law. Nothing in this clause excludes liability that cannot be lawfully excluded under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986.

18. Indemnification

You agree to defend, indemnify, and hold Boardside and its directors, officers, employees, contractors, and agents harmless from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees on a solicitor-client basis) arising out of or related to:

• Your use of the Platform in breach of these terms or any applicable law
• Your Content, including any claim that it infringes a third party's rights or breaches any confidence
• Personal information about third parties that you uploaded or processed through the Platform
• Any governance decision made by you or your board, with or without reference to Platform content
• Any misrepresentation you made in connection with your account or use of the Platform
• Your violation of any third party's rights

19. Force majeure

Boardside is not in breach of these terms and is not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including: natural disasters, pandemic, act of God, war, terrorism, civil unrest, government action or regulation, internet or power outage, cyberattack, failure of a third-party infrastructure provider (including Supabase, Vercel, Anthropic, or Stripe), or any other event outside our reasonable control. During such events, our obligations are suspended for the duration. If the event continues for more than 30 days, either party may terminate the Subscription on written notice without liability.

20. Account inactivity

If your account has had no login activity for 24 consecutive months, Boardside may, on 30 days' email notice to the address on file, archive or delete your account and its associated Content. You are responsible for ensuring your contact email address is current. Boardside is not liable for loss of Content resulting from account archival following this process.

21. Security disclosure

If you discover a security vulnerability in the Platform, please report it to us promptly at hello@boardside.io with "Security Disclosure" in the subject line. We ask that you do not publicly disclose the vulnerability until we have had a reasonable opportunity to investigate and remediate. We will acknowledge reports within 5 business days and keep you informed of our progress.

We do not authorise active exploitation of vulnerabilities for any purpose, including research. Testing must not affect other users' data or Platform availability.

22. Termination

Either party may terminate this agreement at any time. Boardside may suspend or terminate your account immediately and without prior notice if you:

• Breach these terms in a material way (including the acceptable use or competitive use provisions)
• Fail to remedy a breach within 5 business days of written notice
• Fail to pay any amount due after a 10-day cure period
• Engage in fraudulent, abusive, or illegal activity using the Platform
• Take any action that could cause harm to Boardside, other users, or third parties
• Become insolvent, enter liquidation or receivership, or make an assignment for the benefit of creditors

On termination: (i) your right to access the Platform ceases immediately; (ii) outstanding fees become immediately due; (iii) Boardside will retain your Content for 30 days during which you may request an export, after which it will be deleted. Sections 7, 9, 10, 11, 12, 13, 14, 16, 17, 18, 23, and 24 survive termination.

23. Governing law and disputes

These terms are governed by the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the High Court of New Zealand, Auckland Registry.

Good faith negotiation. Before commencing formal legal proceedings (except for urgent interim or injunctive relief), the parties agree to attempt to resolve any dispute in good faith through direct negotiation for at least 20 working days following written notice identifying the dispute. During this period, limitation periods are tolled by agreement.

No class actions. To the maximum extent permitted by New Zealand law, you agree to bring claims against Boardside only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

24. General provisions

Entire agreement

These terms, together with our Privacy Policy and any order form or plan description accepted at subscription, constitute the entire agreement between you and Boardside regarding the Platform and supersede all prior representations, agreements, and understandings.

Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable. All other provisions remain in full force.

Waiver

Failure or delay by Boardside in exercising any right does not constitute a waiver of that right. A waiver is effective only if given in writing.

Assignment

Boardside may assign these terms and all rights under them to a successor entity (including on merger, acquisition, or asset sale) without your consent, provided the successor assumes all obligations. You may not assign these terms or your account without our prior written consent. Any purported assignment in violation of this clause is void.

Relationship of parties

These terms do not create a partnership, joint venture, employment, franchise, or agency relationship between you and Boardside.

Notices

Notices from Boardside will be sent to your account email address and are deemed received 24 hours after sending. Notices to Boardside must be sent to hello@boardside.io and are deemed received on the next business day.

Export compliance

You must not use the Platform in any jurisdiction where its use would violate applicable export control laws or regulations.

Audit rights

Boardside reserves the right to audit your use of the Platform, on reasonable notice, to verify compliance with these terms — in particular the acceptable use and competitive use provisions.

25. Changes to these terms

Boardside may update these terms at any time. For material changes, we will provide at least 14 days' email notice before the new terms take effect. Your continued use of the Platform after the effective date constitutes acceptance. If you do not accept updated terms, you must stop using the Platform and cancel your Subscription before the effective date. The current version is always at boardside.io/terms.html.

Contact for terms questions: hello@boardside.io

Boardside Limited  ·  hello@boardside.io  ·  New Zealand  ·  Version 1.1