Terms of use

These terms of service (“Terms”), which set forth the legally binding terms and conditions between you and RiskTech & Advisory Ltd (“BoardSeats”, “RTA”, “we”, “our”, or “us”), govern your use of the BoardSeats platform (“Platform”), accessible at boardseats.io, together with all related software, services and functionality (collectively, the “Services”). By accessing or using the Services you agree to be legally bound by these Terms. If you do not agree with these Terms, please do not access or use the Services.

1. Definitions

In these Terms of Service:

• “Platform” means the BoardSeats website, web application, and any related mobile applications operated by RTA.
• “Services” means all features, tools, and functionality made available through the Platform, including board role listings, candidate profiles, auto-matching, messaging, and training resources.
• “Candidate” means any individual who registers on the Platform to browse or apply for board positions or governance roles.
• “Organisation” means any company, institution, or body corporate that registers on the Platform to post board seat vacancies or engage governance services.
• “Head Hunter” means a registered recruiter who refers Candidates to Organisations through the Platform.
• “Content” means any text, data, information, images, graphics, video, audio, or other material submitted to or displayed on the Platform.
• “Personal Data” has the meaning given to it under the Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Act 2023.

2. Acceptance of Terms

The Services are offered subject to acceptance of all the terms and conditions contained in these Terms and all other operating rules, policies, and procedures that may be published on the Platform by RTA, which are incorporated by reference, including operating rules, policies, and procedures of third-party service providers to the Platform that are referenced herein.

You represent that you are at least 18 years old, have full legal capacity to enter into these Terms, and are not prohibited by any applicable law from accessing or using the Services. If you are accessing the Services on behalf of an Organisation, you represent that you have authority to bind that Organisation to these Terms.

3. Scope of RTA’s Services

BoardSeats is a two-sided marketplace that facilitates connections between Organisations seeking qualified board members, non-executive directors, and governance advisors, and Candidates who wish to serve in such roles. RTA provides the Platform and related tools to enable these connections but is not a party to any agreement reached between Candidates and Organisations. RTA does not guarantee the accuracy of any profile, the suitability of any Candidate, or the outcome of any board selection process.

Certain features of the Services, including auto-matching, background verification, and outsourced recruitment, are available only under paid subscription plans as set out on our Pricing page. All payments are processed in Nigerian Naira (NGN) through our payment provider, Paystack, and amounts are charged in kobo.

4. Users’ Representations & Warranties

By accessing or using the Services, you represent, warrant, and undertake that:

1. all information you provide on the Platform is accurate, complete, current, and not misleading;
2. you will promptly update your account information to keep it accurate and complete;
3. you will not impersonate any person or entity or misrepresent your affiliation with any person or entity;
4. you will not use the Services for any unlawful purpose or in violation of any applicable law or regulation;
5. you will not attempt to gain unauthorised access to any portion of the Platform or any system or network connected to it;
6. you will maintain the confidentiality of your account credentials and accept responsibility for all activity that occurs under your account;
7. where you are a Candidate, all qualifications, experience, and other credentials stated on your profile are genuine and verifiable; and
8. where you are an Organisation, you have legal authority to recruit for the positions you post and will comply with all applicable employment and corporate governance laws.

5. Professional Standards

All users of the Platform are expected to maintain the highest standards of professional conduct consistent with best practices in corporate governance. Candidates who are accepted as WIMBOARD Fellows undertake to uphold the WIMBOARD code of conduct as a condition of their fellowship status.

Organisations agree to conduct all recruitment processes in a fair, transparent, and non-discriminatory manner in accordance with applicable Nigerian law. Decisions regarding the engagement of any Candidate must be based solely on relevant qualifications, skills, and competencies.

RTA reserves the right to suspend or terminate the account of any user who, in RTA’s reasonable opinion, has failed to meet these professional standards or has brought the Platform or the governance community into disrepute.

6. Electronic Communications

By registering on the Platform you consent to receive electronic communications from RTA, including emails, in-platform notifications, and SMS messages, relating to your account, transactions, and the Services. You agree that any notice, agreement, disclosure, or other communication sent to you electronically will satisfy any legal communication requirements, including requirements that communications be in writing.

You may opt out of marketing communications at any time by clicking the “unsubscribe” link in any marketing email or by adjusting your notification preferences in your account settings. Transactional and security communications cannot be opted out of while your account remains active.

7. Intellectual Property

The Platform and its entire contents, features, and functionality — including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement — are owned by RTA, its licensors, or other providers and are protected by Nigerian and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for their intended purpose. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material from the Platform, except as permitted by these Terms.

By submitting Content to the Platform, you grant RTA a worldwide, royalty-free, sublicensable licence to use, reproduce, modify, adapt, publish, translate, and display such Content solely for the purposes of providing and improving the Services.

8. Prohibited Activities

You agree not to use the Platform to:

• post false, inaccurate, misleading, defamatory, or fraudulent Content;
• collect or harvest any information about other users without their explicit consent;
• send unsolicited commercial communications (spam) to other users;
• circumvent, disable, or otherwise interfere with security-related features of the Platform;
• use any robot, spider, scraper, or other automated means to access the Platform without RTA’s prior written consent;
• engage in any conduct that could damage, disable, overburden, or impair the Platform or servers or networks connected to it;
• attempt to gain unauthorised access to other users’ accounts, systems, or networks;
• transmit any viruses, malware, or other harmful code;
• use the Services to facilitate money laundering, bribery, corruption, or any other financial crime; or
• engage in any conduct that violates applicable Nigerian law, including the Companies and Allied Matters Act, the Investment and Securities Act, or the Financial Reporting Council of Nigeria Act.

9. Links to Other Web Sites

The Platform may contain links to third-party websites or services that are not owned or controlled by RTA. RTA has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that RTA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit. Inclusion of any link on the Platform does not imply endorsement by RTA.

10. Indemnity

You agree to defend, indemnify, and hold harmless RTA, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to:

1. your breach of these Terms;
2. your use of the Services in violation of applicable law;
3. your Content or any use thereof by RTA as permitted under these Terms; or
4. your violation of any third-party right, including any intellectual property, privacy, or contractual right.

11. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall RTA, its affiliates, directors, employees, agents, or licensors be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to your use of, or inability to use, the Services.

In no event will RTA’s total aggregate liability to you for all claims arising out of or relating to these Terms or your use of the Services exceed the greater of: (a) the amounts paid by you to RTA in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) NGN 50,000.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

12. Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without giving effect to any choice of law or conflict of law provisions.

13. Dispute Resolution

Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days from the date on which one party notifies the other of the dispute.

If the dispute is not resolved through negotiation within that period, it shall be referred to and finally resolved by arbitration under the Arbitration and Mediation Act 2023 of Nigeria. The seat of arbitration shall be Lagos, Nigeria. The language of the arbitration shall be English. The award of the arbitral tribunal shall be final and binding on the parties.

Nothing in this clause shall prevent either party from seeking emergency injunctive or other interim relief from a court of competent jurisdiction to prevent irreparable harm pending the conclusion of arbitration.

14. Force Majeure

RTA shall not be liable or responsible to you, nor be deemed to have breached these Terms, for any failure or delay in fulfilling or performing any obligation under these Terms, when and to the extent such failure or delay is caused by or results from events beyond RTA’s reasonable control, including acts of God, flood, fire, earthquake, epidemic, pandemic, governmental actions, war, invasion, acts of terrorism, riot or civil unrest, national emergency, insurrection, embargoes, or strikes, lockouts, or other labour disturbances.

15. Feedback

If you choose to provide RTA with suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Services (“Feedback”), you hereby grant RTA a perpetual, irrevocable, royalty-free, worldwide licence to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose without any obligation to compensate you. RTA shall have no obligation to keep any Feedback confidential.

16. Changes to Terms of Service

RTA reserves the right to modify or replace these Terms at any time in its sole discretion. We will provide notice of any material changes by updating the “Last updated” date at the top of this page and, where appropriate, by sending you an email notification to the address registered to your account.

Your continued access to or use of the Services after the effective date of any revised Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services and may close your account at any time.

17. Contact Us

If you have any questions about these Terms, or wish to exercise any of your rights in relation to your Personal Data, please contact us at:

RiskTech & Advisory Ltd
22, Glover Road, Ikoyi, Lagos, Nigeria
Email: enquiries@boardseats.io
Tel: +2347042738875, +2348029711875