Terms of service.

The key points

1. About these Terms

1.1 These Terms apply to everyone who uses the Service: companies and other organisations that open a workspace, the people they invite, investors, and anyone who opens a link shared through the Service.

1.2 For a Customer, the agreement with us (the "Agreement") consists of these Terms; our Data Processing Addendum (the "DPA"), which is available on request and forms part of every Agreement whether or not the Customer signs a separate copy; the plan details on our pricing page at the time of purchase; and any order form signed by both parties (an "Order Form"). If they conflict, the Order Form prevails, then the DPA on data protection matters, then these Terms, then the pricing page.

1.3 You accept these Terms by ticking the box or clicking to accept when you sign up or when we ask you to, or by using the Service after we have told you that they apply. If you accept on behalf of an organisation, you confirm that you are authorised to bind it, and "you" then includes that organisation.

1.4 A person who opens a Workspace for a company or other organisation confirms that they are authorised by it to do so. If an organisation shows us to our reasonable satisfaction that a Workspace was opened in its name without its authority, we may close the Workspace or transfer it to that organisation.

1.5 You must be at least 18 years old and able to enter into a binding contract to use the Service.

2. Definitions

In these Terms:

"Customer" means the company or other organisation that opens or holds a Workspace, on any plan, including where its plan is paid for by a Sponsor.

"Workspace" means a Customer's area of the Service, including its register, documents, updates, data rooms and settings.

"User" means any person with a login to the Service.

"Team User" means a User who acts for a Customer inside its Workspace, in any company-side role, including an admin, a user with write access, a viewer and an advisor.

"Investor User" means a User who is given access to a Workspace as a shareholder, investor, board member or their representative.

"Recipient" means anyone who receives, opens or is given access to Customer Content or a Customer Communication, whether or not they are a User, including prospective investors, guests and anyone who opens a shared link.

"Sponsor" means an investor or other person who pays for a Customer's plan.

"Customer Content" means all data, documents and other material put into the Service by or for a Customer, including by its Team Users, and anything the Service produces for the Customer once a Team User accepts or saves it. It includes the register, cap table, share events, valuations, KPIs, updates and the contents of data rooms.

"Customer Communication" means anything a Customer or its Team Users send, publish, share, make visible or make available through the Service, including updates, emails, notifications, offers, invitations, fundraising and round pages, term sheets, round and exit scenarios, statements, certificates, requests, data rooms, documents and links.

"Output" means anything the Service generates, including AI proposals and summaries, calculations, charts, returns, valuations, scenarios, register extracts and statements.

"Consumer" means an individual acting for purposes outside their trade, business, craft or profession.

"Privacy Policy" means our privacy policy at helloboardroom.com/privacy.

3. What Boardroom is, and what it is not

3.1 Boardroom is software for keeping a company's shareholder records and communicating with its investors. We provide the tools; the Customer decides how to use them.

3.2 We do not provide regulated financial services. We are not an investment firm, broker, dealer, arranger, placement agent, investment adviser, crowdfunding service provider, payment institution, custodian, central securities depository, transfer agent or registrar, and we are not authorised or regulated to act as any of them. In particular, we do not:

1. (a)give investment, legal, tax, accounting or valuation advice, or recommend any investment;
2. (b)arrange, negotiate, execute or approve any investment, subscription, transfer or other transaction, or bring investors and companies together for that purpose;
3. (c)hold money, shares or other assets for anyone, or process payments between Customers and investors;
4. (d)review, approve or take responsibility for any offer, financial promotion, prospectus, information memorandum or other Customer Communication; or
5. (e)verify the identity of investors, carry out anti-money laundering or know-your-customer checks for Customers, or assess whether an investor is eligible for or suited to an investment.

3.3 Any investment or other transaction between a Customer and an investor is made directly between them, on terms they agree. We are not a party to it and have no obligations under it.

3.4 We do not verify Customer Content. We host and deliver it as the Customer instructs. We do not check that it is accurate, complete, lawful or up to date, and we do not endorse it.

3.5 The register and cap table in the Service are the Customer's records, kept using our software. Whether they may serve as a statutory register, and whether they meet the requirements of the law that applies to the Customer and of its articles of association, is for the Customer to decide and ensure. A register extract or statement produced by the Service reflects the Customer Content at the time it is produced; it is not a certificate or confirmation by us.

4. Accounts and access

4.1 Each User has one personal login. Keep your sign-in method secure, do not share your login, and tell us promptly at contact@helloboardroom.com if you believe it has been compromised. You are responsible for what is done through your login until you tell us.

4.2 The Customer decides who has access to its Workspace, in which role, with which permissions and for how long, and can change or remove access at any time. The acts and omissions of a Customer's Team Users are the Customer's acts and omissions under these Terms, including those of advisors and anyone else it invites.

4.3 Security features such as second-factor authentication, identity confirmation before sensitive actions and audit logs reduce risk but cannot remove it. Where a feature is optional, the decision not to use it is the Customer's or the User's.

4.4 We may refuse to open an account or Workspace, or close one, where it was opened with false information, for a person subject to sanctions, or in breach of these Terms.

5. Plans and limits

5.1 The Service is offered on the plans described on our pricing page, currently Free, Pro and Max. Every plan includes the same features; the plans differ in their limits, such as the number of stakeholders, storage and a monthly allowance of credits, as stated there.

5.2 Credits measure use of the Service, such as AI features, document imports and scanning, emails sent to investors and prospects, and visits to data rooms, at the rates stated on the pricing page. When a Workspace has used its credits for the month, the features that use them pause until the allowance renews or the Customer moves to a plan with more.

5.3 If a Workspace exceeds the limits of its plan, we may, after any setup period described on the pricing page, restrict the Workspace until the Customer upgrades or returns within the limits, for example by limiting Team Users to billing and account settings. Investor Users keep their access. We do not delete Customer Content because a limit has been exceeded.

5.4 If a Customer stops paying for a plan, or moves to a plan with lower limits, use beyond the new plan's limits becomes unavailable. Content is kept while the Workspace remains open, and becomes available again if the Customer moves to a plan whose limits hold it.

5.5 We may change the features of a plan. We will not materially reduce the core features of a paid plan during a period the Customer has already paid for; if we have to, the Customer may cancel and receive a pro rata refund for the rest of that period.

6. Fees, renewal and cancellation

6.1 Fees for paid plans are as stated on the pricing page or in an Order Form. They are exclusive of VAT and other taxes, which we add where required. Business customers in the European Union outside Sweden that give a valid VAT number are invoiced under the reverse charge.

6.2 We take payment through our payment provider, Stripe. By starting a paid plan, the Customer authorises us to charge its payment method at the start of each billing period.

6.3 Paid plans renew automatically for the same billing period, monthly or annual, until cancelled. The Customer can cancel at any time in Billing. Cancellation takes effect at the end of the current paid period, and the Workspace then moves to Free.

6.4 Fees are non-refundable, including for part-used periods and unused features, except where these Terms or the DPA provide otherwise or the law requires a refund.

6.5 If a payment fails, we or Stripe will retry it and tell the Customer. If it remains unpaid, we may move the Workspace to Free.

6.6 We may change our prices by giving at least 30 days' notice. A change applies from the Customer's first billing period that starts after the notice period ends, and a Customer that does not accept it may cancel before then.

6.7 Where we offer a free trial of a paid plan, it is available once per Customer, and we may decline one where the Customer, or the person starting it, has had a trial or a paid plan before. A valid payment method is needed to start a trial, and nothing is charged during it. Unless the Customer cancels before the trial ends, the paid plan continues when the trial ends and the first fee is charged on that day; this clause 6 then applies as it does to any paid plan. We, or Stripe for us, send a reminder before the trial ends. A Customer that cancels during the trial moves to Free when the trial ends and pays nothing.

7. Sponsored plans

7.1 A Sponsor may pay for a Customer's plan, for example an investor paying for the plan of a company it has invested in. The Sponsor is our customer for that payment and is bound by clause 6 as if it were the Customer; the sponsored Customer is bound by the rest of these Terms.

7.2 Paying for a plan gives a Sponsor no rights in the sponsored Workspace. A Sponsor has no access to the Workspace, its data or its decisions beyond what the Customer grants it as an Investor User, and no right to direct how the Customer uses the Service.

7.3 A sponsorship is a payment to us for software. It creates no rights or obligations between the Sponsor and the Customer through us, and any arrangement between them about it is theirs alone.

7.4 A Customer may take over billing for its own plan at any time. A place the Sponsor cancels runs to the end of the period already paid for. When a sponsorship ends or lapses, the Customer's Workspace moves to Free unless the Customer has taken over billing.

8. Customer Content and the register

8.1 The Customer owns its Customer Content. It grants us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Content only as needed to provide, secure and support the Service, to produce Output for the Customer, and as the DPA allows.

8.2 The Customer is responsible for its Customer Content, and confirms that:

1. (a)it is accurate and kept up to date, including the register, share classes, share events, holders' details and contact details;
2. (b)the Customer has the rights, consents and lawful basis needed to put it into the Service and for us to process it under the Agreement, including personal data about investors and about anyone named in documents;
3. (c)it contains no special category personal data and no personal data about criminal convictions, unless we have agreed otherwise in writing; and
4. (d)putting it into the Service, and sharing it as the Customer chooses, does not breach any law, any duty of confidentiality or anyone's rights.

8.3 The Customer is responsible for keeping every statutory register, minute, share certificate and other record the law requires, for making every filing and meeting every deadline, and for the accuracy of any certificate, statement or claim it issues or makes (including for tax relief schemes), whether or not it uses the Service to help.

8.4 The Customer can export its register and other data from the Service. The Service is not an archive or backup service for the Customer. The Customer should keep its own copies of original documents and of records it must retain by law. We keep backups to recover the Service, not to restore individual items, and we are not responsible for Customer Content that the Customer or its Team Users delete or change.

9. Communications and offers: the Customer's responsibility

9.1 The Customer is the author and sender of every Customer Communication, and is solely responsible for it. We host and transmit Customer Communications on the Customer's instructions as a technical service. We do not write, review or approve them, and we do not choose who receives them.

9.2 The Customer is solely responsible for deciding who receives or can see each Customer Communication, and when. We deliver it, or make it visible, to the people, lists, audiences and links the Customer selects or configures, and to nobody else. We are not responsible if the Customer's selection is wrong or incomplete, including where:

1. (a)an offer of shares or other securities, a rights issue, a pre-emption or first-refusal notice, a transfer notice, a drag-along or tag-along notice, or any other offer or notice is sent to some shareholders or investors when the law, the Customer's articles of association, a shareholders' agreement, the rights attached to a class of shares or any other obligation required it to be sent to all of them, to a class of them or to someone else;
2. (b)some investors receive information, such as an update, a valuation, KPIs, a round or scenario, or access to a data room, before or instead of others who were entitled to it;
3. (c)someone is included who should not have been, or left out who should have been included, including because a list, audience, permission, visibility setting, contact detail or register entry is wrong or out of date; or
4. (d)a Customer Communication reaches a prospective investor or other person to whom the Customer was not permitted to send it.

9.3 The Customer is solely responsible for the content of each Customer Communication, including that it is accurate, complete, not misleading and up to date, and for every statement, forecast, valuation, figure and opinion in it.

9.4 The Customer is solely responsible for the legal status and compliance of each Customer Communication. This includes whether it is an offer of securities, an offer to the public, a financial promotion or marketing communication, or contains inside information; whether it requires a prospectus, approval, exemption, registration, filing or disclosure, or may be made only to certain categories of investor; and whether it complies with company, securities, financial promotion, market abuse, marketing, electronic communications, anti-money laundering, sanctions, data protection and tax law in every country where it is sent or received.

9.5 Delivery through the Service is not proof of service. Email can be delayed, filtered as spam or not delivered, and a notification can go unread. Statuses the Service shows, such as sent, delivered, opened or viewed, record what the Service observed and may be incomplete. They are not evidence that a Recipient received, read or understood anything, and we do not guarantee that they meet any legal requirement. Where the law, the Customer's articles of association or an agreement requires a notice to be given in a particular way or by a particular time, such as notice of a general meeting or a pre-emption offer, the Customer must make sure it is given in that way and by that time, and keep its own evidence that it was.

9.6 Features that help the Customer choose recipients or check what will be sent, such as lists, audiences, visibility settings, previews, the view-as feature, recipient counts and send confirmations, are aids to the Customer's own judgement. They do not assess whether a choice is legally correct, and using them is not advice or confirmation from us that it is.

9.7 Responses and actions recorded in the Service, such as registering interest, a commitment recorded in a pipeline, acceptance of an NDA, a document request or a comment, are between the Customer and the person concerned. They are not binding subscriptions, agreements or acceptances unless the Customer and that person make them so, and we are not a party to them.

9.8 This clause 9 applies even if the Service has, or could have had, a feature that would have prevented the outcome, and even though we may have technical access to the Customer Content concerned.

10. Fundraising pages, data rooms and shared links

10.1 A Customer that uses fundraising or round pages, data rooms, prospect links or guest access decides who is invited, what they may see and download, how long a link lasts and whether an NDA is required.

10.2 View-only access, watermarks, link expiry and download controls make misuse harder but cannot prevent it: a Recipient can photograph, copy or pass on what they see. We are not responsible for what a Recipient does with Customer Content, including sharing a link or disclosing confidential information.

10.3 An NDA or confidentiality terms that a Recipient accepts in the Service are made between the Customer and the Recipient. We provide the means of accepting and record the acceptance; we are not a party to the NDA, we do not enforce it and we give no assurance that it is enforceable. Any NDA template we supply is a starting point, and whether it suits the Customer's purpose is for the Customer to decide.

10.4 Engagement records, such as who opened a link or document, when and for how long, are shown to the Customer that shared the material, as described in the Privacy Policy. The Customer is responsible for having a lawful basis to use them.

11. AI features and calculated Output

11.1 Some features use AI to read documents, propose a register, share history, contacts or other records, summarise material, draft text or file correspondence. AI can be wrong, incomplete or inconsistent, and can be wrong with confidence. Output from AI features is a proposal for a person to check. Nothing an AI feature proposes is written to the register until a Team User accepts it, and once accepted it is Customer Content for which the Customer is responsible.

11.2 Calculations and models, such as ownership percentages, dilution, share capital, returns, multiples, IRR, valuations, exit waterfalls and round scenarios, depend on the inputs and assumptions used and on simplifications in the model. They are illustrative. They are not a valuation opinion, a tax computation or advice, and should not be relied on without checking.

11.3 AI processing takes place as described in the Privacy Policy and the DPA. We do not use Customer Content to train AI models.

11.4 Information from public registers, such as Companies House, is shown as the register provides it. We are not responsible for its accuracy.

12. Email sent for the Customer

12.1 Customer Communications sent by email go out in the Customer's name, for example "Company via Boardroom", with replies going to the Customer. For all legal purposes, the Customer is the sender.

12.2 The Customer is responsible for having the right to email each Recipient and for honouring any request by a Recipient not to be contacted.

12.3 If a Customer forwards or copies email into its Workspace, it is responsible for having the right to do so and for the content of that email.

12.4 We may pause or limit a Customer's email sending if we reasonably believe it is causing complaints, harming delivery for other customers or breaching these Terms. We will tell the Customer when we do.

13. Data protection

13.1 For personal data in Customer Content, the Customer is the controller and we are its processor, and the DPA applies. The DPA forms part of every Agreement, whether or not the Customer signs a separate copy.

13.2 For account, billing, security and usage data, we are an independent controller, as described in the Privacy Policy.

14. Investor Users

14.1 An Investor User's access to a Workspace is given by the Customer, is free of charge unless the Investor User chooses a paid option, and may be changed or ended by the Customer at any time. We are not responsible for a Customer's decision to give, limit or remove access.

14.2 An Investor User may use the Service to see what Customers share with them, manage their own details and preferences, and export their own holdings. Features that bring holdings together across companies use only what each Customer has shared.

14.3 An Investor User's rights as a shareholder or investor are against the company concerned, under the law, its articles of association and any agreements. The Service does not create or change those rights, and nothing a Customer does or fails to do through the Service is our act.

15. Information you receive comes from the company

15.1 Customer Communications and Customer Content come from the Customer that sends them, not from us. We do not check or endorse them. Any question or complaint about what a company has sent, shown or offered to you, or has not sent, shown or offered to you, should be raised with that company.

15.2 We do not check whether you have received everything you are entitled to receive. If you believe you should have received an offer, notice, update or document, raise it with the company.

15.3 Nothing in the Service is investment, legal or tax advice to you. Make your own enquiries and take your own advice before making any investment decision.

15.4 We have no liability to you for any Customer Communication or Customer Content, or for any investment or other decision you make in reliance on one, except where the law does not allow that liability to be excluded.

16. Links, data rooms and NDAs

16.1 If you open a link shared through the Service, including without a login, you agree to these Terms as they apply to Recipients. You may use the link only for the purpose for which it was shared, and must not pass it on unless the Customer that shared it allows you to.

16.2 If you accept an NDA or confidentiality terms in the Service, you enter into them with the Customer that asked you to, not with us.

16.3 The Customer that shared a link or data room can see when you open it, what you view and for how long, as described in the Privacy Policy.

17. Acceptable use

17.1 You must not, and a Customer must make sure its Team Users do not:

1. (a)use the Service in breach of any law or regulation, including to make an unlawful offer, financial promotion or communication, or to commit fraud or market abuse;
2. (b)upload or send anything unlawful, infringing, defamatory or deceptive, or anything containing malware;
3. (c)send unsolicited bulk email, or email people the Customer has no relationship with or right to contact;
4. (d)access, or try to access, a Workspace, account or data you are not authorised to access, or test, probe or scan the Service for vulnerabilities without our written permission;
5. (e)interfere with or overload the Service, get around any security feature, rate limit or plan limit, or use automated means to extract data other than through the export features we provide;
6. (f)copy, modify, reverse engineer or decompile the Service, except where the law permits it despite this restriction;
7. (g)resell, sublicense or provide the Service to others, or use it to build a competing product, except as an Order Form allows; or
8. (h)use the Service if you are, or act for, a person subject to sanctions imposed by the European Union, the United Nations, the United Kingdom or the United States.

17.2 If you find a security vulnerability, report it to contact@helloboardroom.com. We welcome reports made in good faith.

18. Reporting unlawful content

18.1 If you believe the Service holds content that is unlawful or breaches these Terms, tell us at contact@helloboardroom.com, with enough detail for us to find and assess it. This address is also our single point of contact for users and for authorities under the EU Digital Services Act; we communicate in English and Swedish.

18.2 We do not monitor Customer Content generally. We may remove or disable access to content, or restrict an account, if we reasonably believe the content or the account's use is unlawful or breaches these Terms. When we do, we will tell the Customer or User affected and give our reasons, unless the law or a competent authority prevents it.

19. Availability, support and security

19.1 We aim to keep the Service available and secure and to fix problems promptly, but we do not guarantee that the Service will be uninterrupted, free of errors or available at any particular time. We may carry out maintenance, and will try to do so at quiet times. Service levels apply only where an Order Form sets them.

19.2 We provide support by email on a reasonable-efforts basis.

19.3 We protect the Service and Customer Content with the technical and organisational measures described in the DPA.

19.4 Features described as beta, preview or early access are provided as they are, may change or be withdrawn, and are excluded from any service level.

20. Suspension

20.1 We may suspend or restrict the Service, a Workspace, a feature or an account, in whole or in part, where we reasonably believe it is necessary to:

1. (a)protect the security or integrity of the Service, our other customers or any person;
2. (b)prevent or stop unlawful use or a serious breach of these Terms;
3. (c)comply with the law, a court order or a request from a competent authority; or
4. (d)deal with fees that remain unpaid after we have given notice.

20.2 We will limit any suspension to what is reasonably needed, tell the Customer or User in advance where practicable and otherwise promptly afterwards, and restore access once the reason has been resolved.

21. Intellectual property and feedback

21.1 We and our licensors own the Service, including its software, design, templates and documentation, and all intellectual property rights in them. During the Agreement the Customer has a non-exclusive, non-transferable right to use the Service under these Terms. No other rights are granted.

21.2 The Customer may use Output generated from its Customer Content freely. Templates and standard wording we supply remain ours, but the Customer may use them in its own documents.

21.3 If you give us suggestions or feedback, we may use them without restriction or payment.

22. Confidentiality

22.1 Each party will keep confidential the other's non-public information that it receives in connection with the Agreement, use it only for the Agreement, and disclose it only to people who need it for that purpose and are bound by confidentiality, or where the law requires. This does not apply to information that is or becomes public other than through a breach, that the receiving party already had, or that it develops independently.

22.2 Customer Content is the Customer's confidential information. The DPA governs the personal data in it.

23. Third-party services

23.1 The Service relies on providers such as those on our subprocessor list at helloboardroom.com/gdpr#subprocessors, and can connect to third-party services that a Customer or User chooses to use, such as Google sign-in. Third-party services are governed by their own terms, and we are not responsible for services we do not control.

24. Liability

24.1 Except as expressly stated in the Agreement, the Service and Output are provided as they are and as available. To the fullest extent the law allows, we give no warranty, condition or other term, express or implied, about them, including as to fitness for a particular purpose, accuracy, or suitability for any legal or regulatory requirement.

24.2 We are not liable for:

1. (a)any indirect or consequential loss;
2. (b)loss of profit, revenue, business, goodwill, opportunity or anticipated savings;
3. (c)loss of or on any investment, the failure or delay of a fundraising or other transaction, dilution, or loss arising from the terms of any investment;
4. (d)loss arising from a Customer Communication or Customer Content, including anything described in clause 9, or from what a Recipient does with them;
5. (e)loss arising from a Customer's or User's failure to comply with the law, its articles of association, a shareholders' agreement or these Terms;
6. (f)claims made against a Customer by its shareholders, investors, Recipients, regulators or other third parties, except to the extent caused by our breach of the Agreement; or
7. (g)loss or corruption of data, except that where our breach causes it, we will use reasonable efforts to restore the data from our most recent backup.

24.3 Our total liability to a Customer or User, for all claims arising out of or in connection with the Agreement in any period of 12 months, whether in contract, tort (including negligence) or otherwise, is limited to the fees that Customer or User paid us for the Service in the 12 months before the first event giving rise to a claim, or EUR 100 if it paid none.

24.4 Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud, for intentional misconduct or gross negligence, or any other liability that cannot be limited or excluded by law.

24.5 A claim against us must be notified to us in writing, with reasonable detail, within 12 months after the claimant became aware, or ought reasonably to have become aware, of the circumstances giving rise to it; otherwise the claim lapses. This clause does not apply to Consumers.

25. Claims arising from what the Customer does

25.1 The Customer will indemnify us and hold us harmless against all losses, damages, fines, costs and reasonable legal fees arising from any claim, investigation or proceeding brought by a third party, including a shareholder, investor, Recipient, Sponsor or authority, to the extent that it arises from:

1. (a)a Customer Communication or Customer Content, including anything described in clause 9;
2. (b)the Customer's breach of the Agreement or of any law; or
3. (c)any transaction, offer or dispute between the Customer and an investor, shareholder or Recipient.

25.2 We will tell the Customer promptly of any such claim, allow it to conduct the defence at its own cost, cooperate reasonably, and not settle the claim without the Customer's consent, which it will not unreasonably withhold.

26. Term, ending the Agreement and your data

26.1 The Agreement starts when the Customer accepts these Terms and continues until the Workspace is closed.

26.2 The Customer may close its Workspace at any time from its admin settings, or by writing to us from an admin account. Ending a paid plan does not close a Workspace; the Workspace moves to Free and stays open.

26.3 Either party may end the Agreement by written notice if the other commits a material breach and, where the breach can be remedied, fails to remedy it within 30 days of being asked to. We may also end the Agreement for any reason on at least 90 days' notice, refunding any fees prepaid for the period after it ends. We may close a Free Workspace in which no Team User has signed in for 24 months, after giving its admins at least 60 days' notice.

26.4 When a Workspace is closed, or the Agreement otherwise ends, Investor Users and Team Users other than the Customer's admins lose access to the Workspace at once, its paid plan stops renewing, and the Workspace is scheduled for deletion 30 days later. During those 30 days the Customer's admins may export Customer Content, ask us for an export, or cancel the closure, unless the law prevents it. After that, we delete the Workspace and its Customer Content and confirm the deletion in writing to the Customer's admins; copies in our backups are never restored and expire as set out in the DPA.

26.5 A User may ask us to delete their account at contact@helloboardroom.com. Information about a User inside a Workspace is Customer Content, controlled by the Customer, as described in the Privacy Policy.

26.6 Clauses 3, 8.3, 8.4, 9, 10.2, 10.3, 11, 15, 16.2, 21, 22, 24, 25, 26.4 and 29 to 31 continue after the Agreement ends.

27. Consumers

27.1 The Service is intended for businesses, but an individual investor may, for example, pay for a sponsored plan as a Consumer. If you are a Consumer, these Terms do not affect your mandatory rights under consumer law, and any part of them that would limit those rights does not apply to you.

27.2 A Consumer who buys a paid plan or sponsorship may withdraw from the purchase within 14 days of the day it was made, under the Swedish Distance and Off-Premises Contracts Act (2005:59), by telling us at contact@helloboardroom.com. If you asked for the service to start within that period, you pay for the part provided before you withdrew, and we refund the rest within 14 days.

27.3 A Consumer may refer a dispute with us to the Swedish National Board for Consumer Disputes (Allmänna reklamationsnämnden, ARN), www.arn.se, and we will take part in its process. A Consumer may also bring proceedings in the courts of the country where they live, where consumer law allows.

28. Changes to the Service and to these Terms

28.1 We develop the Service continuously and may add, change or remove features, subject to clause 5.4.

28.2 We may change these Terms. We will give at least 30 days' notice of a material change, by email to Customer admins and in the Service for other Users, before it takes effect, unless the law or a security risk requires the change sooner. A Customer that does not accept a material change may close its Workspace before the change takes effect and receive a pro rata refund of fees prepaid for the period after closing. Otherwise, continued use of the Service after the change takes effect means acceptance of it.

28.3 The version and date at the top of these Terms show which version applies. Earlier versions are available on request.

29. General

29.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, including failure of third-party infrastructure, networks or power, cyber attacks, pandemics, war and acts of public authorities. This does not excuse any obligation to pay.

29.2 The Customer may not transfer the Agreement without our written consent. We may transfer it to a company in our group or to a successor to our business, and will tell the Customer if we do.

29.3 We may use subcontractors and subprocessors, as the DPA provides, and remain responsible for them.

29.4 We give notices by email to the address on the relevant account (for a Customer, to its admins) or in the Service. Notices to us must be sent to contact@helloboardroom.com. An email notice is treated as received when sent, unless the sender learns that it was not delivered.

29.5 The Agreement is the entire agreement between the parties about its subject and replaces any earlier discussions. Neither party relies on any statement that is not in it, but nothing in this clause limits liability for fraud. Terms in a Customer's purchase order or similar document do not apply.

29.6 If any part of the Agreement is found invalid or unenforceable, the rest remains in force. A delay in exercising a right is not a waiver of it. Nobody other than the parties has rights under the Agreement.

29.7 The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or fiduciary relationship between us and any Customer, User, Recipient or Sponsor.

29.8 These Terms are written in English. Any translation is for convenience only, and the English version prevails.

29.9 We will not name a Customer publicly as a customer without its consent.

30. Governing law and disputes

30.1 The Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by the laws of Sweden, without regard to their conflict-of-law rules.

30.2 Disputes will be settled by the Swedish courts, with the Stockholm District Court (Stockholms tingsrätt) as the court of first instance, subject to clause 27 for Consumers. Either party may seek urgent interim relief in any competent court.

31. Contact

31.1 Boardroom Sweden AB, organisation number 559592-6659, Gjutargatan 4A, 112 48 Stockholm, Sweden. Email: contact@helloboardroom.com.