Terms of Service.

Effective date: 1 January 2026

[English version only]

These Terms of Service govern your access to and use of the website at nextboardsolutions.com, including any related webpages, online courses, login accounts, forms, resources, videos, podcasts, digital tools, reports, newsletters, materials, and other services made available through the website.

The website is operated by Nextboard Solutions Limited, a company incorporated in Hong Kong. In these Terms, “Nextboard”, “we”, “us” and “our” mean Nextboard Solutions Limited.

By accessing or using the website, creating an account, registering for a course, requesting a quote, joining BoardMatch, submitting information, downloading materials, or using any of our services, you agree to these Terms.

If you use the website or services on behalf of a company, listed issuer, board, committee, NGO, institution, firm, employer, or other organisation, you confirm that you have authority to bind that organisation to these Terms.

1. Our services

Nextboard provides board, governance, training, and governance-intelligence services. These may include:

(a) director training, eCPD courses, online learning materials, webinars, videos, recordings, assessments, and certificates;

(b) BoardPulse Review, including board performance evaluation, board effectiveness review, surveys, interviews, digital review tools, analysis, reports, and follow-up support;

(c) BoardMatch, including candidate profiles, board opportunity matching, candidate guidance, recruitment or succession support, search support, and networking activities;

(d) governance intelligence, regulatory updates, newsletters, benchmarking insights, articles, videos, podcasts, research notes, checklists, templates, and other resources;

(e) advisory, consultancy, training, project-based services, and other services agreed separately in writing.

These Terms apply to general website use and online services. If we enter into a separate proposal, engagement letter, statement of work, subscription, order form, or written agreement with you, that separate document will prevail to the extent of any inconsistency.

2. Website platform and technology providers

Our website is built, hosted, and supported through third-party website platform and technology providers, including Wix.

Your use of the website may involve third-party hosting, security, login, database, form, payment, analytics, email, automation, customer relationship management, video, scheduling, and other website functions.

We are responsible for the content and services that we provide, but we do not control all technical operations of third-party platforms. Your access may be affected by platform maintenance, outages, security measures, third-party terms, or technical issues outside our direct control.

3. Eligibility and accounts

You must be at least 18 years old to use the website or services.

You may need to create an account to access certain courses, certificates, resources, reports, tools, candidate profiles, or member-only functions. You must provide accurate, complete, and current information.

You are responsible for keeping your login details confidential. You must not share your account with any other person unless we have agreed in writing. You are responsible for all activity under your account.

You must notify us promptly if you suspect unauthorised access to your account.

We may refuse, suspend, or terminate an account if we reasonably believe that the account information is inaccurate, the account has been misused, or continued access creates legal, regulatory, security, operational, or reputational risk.

4. Nature of information

The website and services are provided for general information, education, training, governance support, and business purposes only.

Unless expressly agreed in a separate written engagement, the website and services do not constitute:

(a) legal advice;

(b) financial, investment, tax, accounting, audit, valuation, securities, or insurance advice;

(d) recruitment, employment, fiduciary, or nomination advice;

(e) a solicitor-client, adviser-client, employment agency, broker, or fiduciary relationship.

You should obtain appropriate professional advice before acting on any information from the website or services, especially where the matter involves legal, regulatory, financial, investment, disclosure, governance, employment, board appointment, or listed issuer compliance issues.

5. Director eCPD and certificates

Our director eCPD courses are designed to support directors, listed issuers, company secretaries, governance professionals, board candidates, advisers, and other users in understanding relevant governance and regulatory topics.

A certificate issued by us records completion, attendance, access, participation, or other completion status as stated on the certificate. It does not guarantee that any regulator, stock exchange, listed issuer, professional body, employer, sponsor, board, committee, or other person will accept the course or certificate for any specific compliance purpose.

You are responsible for checking whether a course, module, certificate, or training record satisfies your own regulatory, professional, employment, internal policy, or listed issuer requirements.

We may update, withdraw, replace, reorganise, or reprice any course, module, speaker, material, quiz, certificate format, access period, or completion requirement.

6. BoardPulse Review

BoardPulse Review is intended to assist boards and organisations in reviewing board effectiveness, governance practices, performance, board dynamics, committee arrangements, succession planning, information flow, stakeholder engagement, and areas for improvement.

Unless we agree otherwise in writing:

(a) any review is based on information made available to us, survey responses, interviews, documents, materials, observations, and the agreed scope;

(b) review findings are not an audit, investigation, legal opinion, assurance opinion, regulatory filing, valuation, internal control report, or certification of compliance;

(d) findings may involve judgement, interpretation, and qualitative assessment;

(e) results may be affected by response rates, quality of information, participant candour, timing, and scope limits.

You must ensure that any board materials, internal documents, survey responses, personal data, or confidential information provided to us are provided lawfully and with all necessary authority, notices, consents, and internal approvals.

7. BoardMatch

BoardMatch is intended to support a fairer, more open, and competency-driven approach to identifying and considering potential board candidates.

Unless we agree otherwise in writing:

(a) BoardMatch does not guarantee that a candidate will be appointed, shortlisted, interviewed, contacted, or accepted;

(b) BoardMatch does not guarantee that an organisation will find or appoint a suitable candidate;

(c) candidate profiles, recruiter information, board opportunities, recommendations, and matching results depend on information provided by users and may not be complete, accurate, or current;

(d) any AI, search, matching, ranking, or recommendation tool is used as an aid only and must be reviewed by human decision-makers;

(e) we are not responsible for any appointment, rejection, employment, board decision, nomination decision, remuneration decision, independence assessment, or regulatory assessment made by any organisation.

Candidates must ensure that their profile information, qualifications, experience, independence status, directorships, conflicts, availability, and board preferences are accurate and up to date.

Organisations and recruiters must conduct their own due diligence, conflicts checks, independence assessment, reference checks, regulatory checks, and suitability assessment.

Nothing on the website guarantees that BoardMatch is a licensed recruitment, employment agency, executive search, or regulated placement service. Where a regulated service is required, a separate written arrangement may be needed.

8. Fees, payments, and refunds

Some services may be free. Some services may require payment, including certificates, premium courses, reports, subscriptions, events, consultancy, or other paid services.

Unless otherwise stated:

(a) all fees are quoted in Hong Kong dollars;

(b) fees are exclusive of any applicable taxes, bank charges, platform charges, payment processing charges, or transaction fees;

(c) paid digital content, certificates, reports, and online courses are non-refundable once access has been granted, the certificate has been issued, the relevant material has been downloaded, or the service has materially commenced;

(d) free trials, limited-time offers, discounts, and promotions may be changed or withdrawn at any time;

(e) payment may be processed by third-party payment providers, and their terms may also apply.

If a separate written proposal, subscription, invoice, or order form contains payment terms, those terms will apply to the relevant paid service.

9. User responsibilities

You must not:

(a) use the website or services unlawfully, fraudulently, or for any improper purpose;

(b) upload, submit, or transmit information that is false, misleading, defamatory, obscene, discriminatory, infringing, confidential without authority, or unlawful;

(c) impersonate another person or misrepresent your identity, qualification, appointment, authority, organisation, experience, or eligibility;

(d) interfere with the website, servers, security, access controls, or other users;

(e) scrape, crawl, copy, harvest, or extract website content or user data except as expressly permitted by us;

(f) reverse engineer, bypass, or tamper with any technical protection, AI tool, matching system, analytics, database, workflow, or platform feature;

(g) use the website or services to build a competing product or service;

(h) use any content in a way that suggests endorsement by Nextboard without our written consent;

(i) submit confidential, inside, price-sensitive, privileged, restricted, or regulated information unless you have authority to do so and appropriate safeguards have been agreed.

We may suspend or terminate access if we reasonably believe that you have breached these Terms or that continued access may create legal, security, operational, reputational, or regulatory risk.

10. Materials submitted by you

You may submit information through forms, accounts, surveys, profiles, course registrations, messages, emails, interviews, uploads, or other channels.

You retain ownership of materials you submit. You grant us a worldwide, royalty-free, non-exclusive licence to host, store, copy, process, analyse, use, transmit, display, adapt, and otherwise handle those materials for the purpose of providing, operating, improving, securing, and administering the website and services.

You confirm that:

(a) you have all rights, consents, and authority needed to provide the materials;

(b) our use of the materials in accordance with these Terms will not infringe any third-party rights;

(d) you will not submit confidential, inside, price-sensitive, privileged, restricted, or regulated information unless you are authorised to do so and appropriate safeguards have been agreed.

We may use de-identified, aggregated, or statistical information for research, analytics, benchmarking, service improvement, product development, and thought leadership, provided that it does not identify you or your organisation.

11. Intellectual property

All rights in the website and our content belong to us or our licensors. This includes text, graphics, logos, trade marks, videos, audio, course materials, slides, templates, questionnaires, survey tools, reports, methodologies, analytics, software, databases, AI prompts, workflows, designs, formats, and know-how.

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the website and relevant materials for your own personal, internal business, board, governance, training, or evaluation purposes.

You must not copy, reproduce, modify, distribute, sell, sublicense, publish, upload, share, train AI models on, or commercially exploit our content without our prior written consent, except where expressly permitted by the website or applicable law.

You may download or print materials made available for download for your own internal use, provided that you keep all copyright, trade mark, disclaimer, and ownership notices intact.

12. Confidentiality

Where we provide non-public reports, survey outputs, candidate information, board review findings, training records, proposals, pricing, working papers, draft materials, or other confidential materials, you must keep them confidential and use them only for the purpose for which they were provided.

You must not disclose those materials to any third party unless:

(a) we have agreed in writing;

(b) disclosure is required by law, regulation, court order, regulator, or stock exchange;

(c) disclosure is to your directors, officers, employees, advisers, auditors, insurers, or service providers who need to know and are bound by confidentiality duties.

13. AI-enabled and digital features

Some services may use AI, automation, proprietary technology, analytics, search tools, survey tools, or matching tools.

AI-generated or technology-assisted output may be incomplete, inaccurate, outdated, unsuitable, or affected by the data and assumptions provided. You must review all output carefully before relying on it.

You must not input personal data, confidential information, inside information, privileged material, trade secrets, or regulated information into any AI-enabled tool unless you have authority to do so and appropriate safeguards are in place.

We may monitor and review use of AI-enabled or digital features for safety, security, quality, abuse prevention, debugging, and service improvement.

14. Third-party websites, platforms, and content

The website may link to or embed content from third-party websites or platforms, including Wix, video platforms, podcast platforms, social media platforms, payment processors, analytics providers, scheduling tools, and other external services.

We are not responsible for third-party websites, platforms, content, policies, availability, security, or practices. Your use of third-party services may be subject to their own terms and privacy policies.

15. Availability and changes

We aim to keep the website and services available, secure, and useful, but we do not guarantee uninterrupted access or error-free operation.

We may update, suspend, restrict, remove, or discontinue any part of the website or services at any time, including content, features, accounts, tools, pricing, promotions, certificates, and access rights.

We may change these Terms from time to time. The updated Terms will be posted on the website. Your continued use of the website or services after the updated Terms are posted means that you accept the updated Terms.

16. Disclaimers

To the maximum extent permitted by law, the website and services are provided on an “as is” and “as available” basis.

We do not give any warranty that:

(a) the website or services will meet your requirements;

(b) any content is complete, accurate, current, suitable, or free from errors;

(c) any course, certificate, report, review, recommendation, candidate, matching result, or resource will achieve any specific legal, regulatory, governance, commercial, career, investment, or compliance outcome;

(d) the website will be secure, uninterrupted, or free from viruses or harmful code;

(e) any third-party platform, including Wix or any payment, video, analytics, email, or hosting provider, will operate without interruption or error.

Nothing in these Terms excludes any liability that cannot be excluded under applicable law.

17. Limitation of liability

To the maximum extent permitted by law, we will not be liable for any indirect, consequential, special, punitive, or incidental loss, or for any loss of profit, revenue, business, opportunity, goodwill, data, anticipated savings, or reputation.

To the maximum extent permitted by law, our total liability arising out of or in connection with the website, services, or these Terms will be limited to the higher of:

(a) the amount you paid to us for the relevant service giving rise to the claim in the 12 months before the claim arose; and

(b) HK$1,000.

The above limits apply whether the claim arises in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution, or otherwise.

18. Indemnity

You agree to indemnify us and our directors, officers, employees, contractors, agents, and service providers against all claims, losses, liabilities, damages, costs, and expenses arising from:

(a) your breach of these Terms;

(b) your misuse of the website or services;

(d) your infringement of any third-party rights;

(e) any unlawful, unauthorised, or negligent act or omission by you.

19. Termination

We may suspend or terminate your account or access to the website or services at any time if:

(a) you breach these Terms;

(b) payment is overdue;

(d) your use creates legal, security, operational, reputational, or regulatory risk;

(e) we discontinue the relevant service.

Clauses which by their nature should survive termination will continue to apply, including clauses on intellectual property, confidentiality, disclaimers, limitation of liability, indemnity, governing law, and dispute resolution.

20. Governing law and jurisdiction

These Terms are governed by the laws of Hong Kong.

The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, the website, or the services.

21. Contact

For questions about these Terms, please contact:

Nextboard Solutions Limited
Hong Kong
Email: info@nextboardsolutions.com

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