Terms of use.

Board.Africa is provided by Datacare Limited, a company registered in Kenya (“Datacare”, “we”, “us”). These terms are the agreement between us and the organisation that subscribes to Board.Africa (the “Customer”), and they also apply to every person who uses it, whether as an administrator, company secretary, director, observer, auditor, executive, adviser or guest (a “User”).

If the Customer has signed an order form or a separate agreement with us, that document takes priority over these terms where the two differ. By creating an account, accepting an invitation or using Board.Africa, you agree to these terms.

• You must give accurate details when you create an account, and keep them up to date.
• New accounts are reviewed by our team before they can open a board. We may decline or close an account at our discretion.
• You are responsible for keeping your password and your two-step sign-in device secure, and for everything done under your account. Tell us at once at ops@board.africa if you think someone else has used it.
• If you create an organisation or subscribe on its behalf, you confirm that you are authorised to bind it to these terms.
• The Customer decides who it appoints and in which role, and is responsible for removing people whose access should end.
• You must be 18 or over to use Board.Africa.

The meetings, papers, minutes, resolutions, registers and other material the Customer and its Users put into Board.Africa (“Customer Content”) belong to the Customer. The Customer gives us a licence to host, copy, process and display Customer Content only as needed to provide, secure and support the service, and to comply with the law.

For personal data in Customer Content, the Customer is the data controller and we act as its data processor, on its instructions. A data processing agreement is available on request. We do not look at Customer Content except where the Customer asks us to (for example for support), where it is needed to keep the service secure, or where the law requires it.

The Customer is responsible for having the right to upload its Customer Content, for its accuracy, and for deciding who may see it through the roles and settings Board.Africa provides.

You must not, and must not help anyone else to:

• break the law, infringe anyone’s rights, or upload material you have no right to share;
• upload malicious code, or try to get round security, access controls or usage limits;
• access, or try to access, another organisation’s information;
• copy, scrape, reverse engineer or resell the service, or use it to build a competing product;
• share your sign-in with anyone else;
• use director search or event registrations to send unsolicited messages, or for any purpose other than board appointments and professional development.

We may remove content or suspend access that breaks this section.

We will provide Board.Africa with reasonable skill and care. We improve it continually and may change, add or remove features; we will not reduce the core features of a paid plan during a paid term without notice.

We aim to keep Board.Africa available at all times but do not guarantee that it will be uninterrupted or free of errors. We may carry out maintenance, and will try to do so at quiet times. Features marked as new, preview or beta are provided for evaluation and may change or be withdrawn.

Some features connect to services run by others, such as Google, Microsoft Teams, Zoom and M-Pesa. Your use of them is governed by their terms, and we are not responsible for them.

Board.Africa helps a board keep its records and follow its procedures. It does not give legal, financial, tax, regulatory or governance advice. The regulations library, compliance calendar, checks such as quorum and declared interests, templates and any AI-generated summaries or suggestions are information to help you, not advice, and may be incomplete or out of date.

The Customer and its board remain responsible for their decisions, their filings and their compliance with the law and their own constitution. Check anything that matters with a qualified adviser. AI features are off until the Customer switches them on; their output can be wrong and must be reviewed by a person before it is relied on.

• Directors are responsible for the accuracy of their profiles. We do not verify identities, qualifications or experience unless we say so expressly.
• We do not guarantee that any search or application will lead to an appointment. Appointments are a matter between the board and the candidate.
• Courses give certificates of completion. They are not a professional qualification unless the course says otherwise.
• Event prices, programmes, speakers and venues may change. Refunds follow the policy stated for the event; places may be transferred to a colleague if you tell us before the event.

• Fees are those on our pricing page or in the Customer’s order form, payable in advance for each billing period (monthly or annually).
• Prices exclude taxes, which are added where they apply.
• If an invoice is unpaid 14 days after it is due, we may suspend access after telling the Customer, until it is paid.
• We may change our prices from the start of a new billing period, with at least 30 days’ notice.
• Fees already paid are not refundable, except where the law requires or these terms say otherwise.

• A subscription renews for the same period unless it is cancelled before the renewal date.
• We may suspend or end access immediately if these terms are seriously broken, if fees remain unpaid, or if it is needed to protect the service or other customers.
• Either party may end the subscription if the other seriously breaks these terms and does not put it right within 30 days of being asked to.

When a subscription ends, the Customer has 30 days to download its records using the organisation export. After that we delete or anonymise Customer Content within 90 days, except where the law requires us to keep it. Copies in backups are removed as the backups expire.

Board.Africa, its software, design and content (other than Customer Content) belong to Datacare Limited or its licensors. We give the Customer and its Users a non-exclusive, non-transferable right to use Board.Africa during the subscription, under these terms. If you send us suggestions, we may use them without any obligation to you.

Each of us will keep the other’s confidential information confidential, use it only for the purposes of this agreement, and disclose it only to people who need it and are bound to keep it confidential, or where the law requires. Customer Content is the Customer’s confidential information. Users must keep board papers and discussions confidential as their board requires.

Apart from what these terms expressly say, Board.Africa is provided “as is” and “as available”. To the extent the law allows, we exclude all other warranties, conditions and terms, including those of fitness for a particular purpose and satisfactory quality.

1. We are not liable for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, however it arises.
2. We are not liable for loss or corruption of data beyond using reasonable efforts to restore it from our most recent backup.
3. We are not liable for decisions the Customer or its board takes, or for anything done or not done by relying on the information in Board.Africa (see section 6).
4. Our total liability to the Customer, and to its Users together, for all claims arising out of or in connection with Board.Africa in any way, is limited to the fees the Customer paid us in the three months before the event giving rise to the claim. Where no fees were paid, it is limited to the smallest amount the law allows.
5. Nothing in these terms limits liability for fraud, for death or personal injury caused by negligence, or for anything else the law does not allow to be limited.

The Customer will compensate Datacare Limited for losses, costs (including reasonable legal costs) and liabilities arising from claims by others that result from Customer Content, from a User breaking these terms, or from unlawful use of Board.Africa by the Customer or its Users.

How we handle personal data is set out in our privacy policy, which forms part of these terms.

We may update these terms. We will give at least 30 days’ notice of changes that materially affect the Customer, by email or in Board.Africa. Continuing to use Board.Africa after a change takes effect means accepting it; a Customer who does not accept a material change may cancel before it takes effect.

These terms are governed by the laws of Kenya.

If a dispute arises, both sides will first try to settle it in good faith within 30 days. If they cannot, it will be finally resolved by arbitration under the rules of the Nairobi Centre for International Arbitration, by a single arbitrator, seated in Nairobi and conducted in English. The arbitration and its outcome are confidential. Either party may ask the courts of Kenya for urgent interim relief.

• These terms, any order form and the privacy policy are the whole agreement between us about Board.Africa.
• Neither of us is liable for delay or failure caused by events beyond reasonable control.
• If any part of these terms is found unenforceable, the rest still applies.
• A failure or delay in enforcing a right is not a waiver of it.
• The Customer may not transfer this agreement without our written consent. We may transfer it to a company that takes over Board.Africa, with notice.
• Notices to us go to ops@board.africa; notices to the Customer go to the email address of its account owner.