Terms of Sale

Last updated: 28 October 2025

These Terms of Sale set out the terms under which Subscriptions to our Governance360 platform and Academy Modules are sold by Us to business customers through our websites, www.governance360.com and www.directoracademy.co.uk (“Our Sites”).

Please read these Terms of Sale carefully and ensure that you understand them before making a purchase. You will be required to read and accept these Terms of Sale when ordering. If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to purchase from Us.

These Terms of Sale, as well as any and all Contracts are in the English language only.

Please also read: These Terms should be read in conjunction with our Terms of Use which govern your use of Our Sites.

Plain English Summary

Your Data is Yours

• You own all content and data you upload to our Platform – we never claim ownership
• We only use your data to provide our services to you
• We can use anonymised insights to improve our services, but we’ll never identify you from this data
• If we develop AI features in future, we’ll give you 60 days notice and the right to opt out

Fair Refund Policy

• Platform subscriptions can be cancelled anytime, but refunds only in specific circumstances
• Academy Modules cannot be refunded once you’ve started them (content is immediately consumed)
• Full refunds available if purchased by mistake and not accessed

Business Customers Only

• Our services are for organisations and businesses only, not individual consumers
• All contracts are governed by English law

1. Definitions

Term	Meaning
Academy Module	An individual learning product available for purchase through Our Site, containing educational content, training materials and resources
Contract	A contract for the purchase of a Subscription and/or Academy Module(s), as explained in Clause 6
Data Protection Legislation	All applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended
Order Confirmation	Our acceptance and confirmation of your purchase
Order ID	The reference number for your order
Platform	The Governance360 software platform and associated services
Subscription	A subscription to Our Platform providing ongoing access for a specified period
We/Us/Our	Governance360 Group, a trading name of Board Secure Limited, a limited company registered in England under company number 11363367, whose registered address is Alacrity House, Moderator Wharf, Kingsway, Newport, Wales, NP20 1HG

2. Information About Us

2.1 Our Sites, www.governance360.com and www.directoracademy.co.uk, are owned and operated by Governance360 Group, a trading name of Board Secure Limited, a limited company registered in England under 11363367, whose registered address is Alacrity House, Moderator Wharf, Kingsway, Newport, Wales, NP20 1HG. Our VAT number is 317342813.

2.2 We are registered with the Information Commissioner’s Office, registration number ZA509974.

2.3 For CPD accreditation purposes we are a member of CPD Standards, membership number 50225.

3. Access to Our Sites

3.1 Access to Our Sites is free of charge.

3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Sites.

3.3 Access to Our Sites is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Sites (or any part of them) at any time and without notice. We will not be liable to you in any way if Our Sites (or any part of them) are unavailable at any time and for any period.

3.4 Use of Our Sites is subject to Our Terms of Use. Please ensure that you have read them carefully and that you understand them.

4. Business Customers Only

4.1 These Terms of Sale apply to business customers only.

4.2 These Terms of Sale do not apply to individual consumers purchasing for personal use (that is, not in connection with, or for use in, their trade, business, craft, or profession).

4.3 If you are a consumer seeking to purchase for personal use only and not in connection with your trade, vocation (for example as a Charity Trustee) or proposed vocation (for example seeking to become a Charity Trustee in future), please do not purchase from Us. Our services are designed for organisational and business use only.

4.4 These Terms of Sale constitute the entire agreement between Us and you with respect to your purchase of Subscriptions and/or Academy Modules from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

5. Our Products and Services

We offer two types of products:

5.1 Platform Subscriptions

• Subscriptions provide ongoing access to our Governance360 platform
• Subscriptions are typically sold for one-year periods (unless otherwise specified)
• Subscriptions automatically renew unless cancelled in accordance with Clause 10
• Payment is required in advance for each subscription period

5.2 Academy Modules

• Academy Modules are individual learning products available through www.directoracademy.co.uk
• Each Module is a standalone product containing educational content
• Once purchased and accessed, Academy Modules cannot be refunded (see Clause 10.7)
• Academy Modules may be purchased by Subscription holders or separately

6. Prices and Changes

6.1 We may from time to time change Our prices. Changes in price will not affect any Subscription or Academy Module that you have already purchased but will apply to any subsequent renewal or new purchase. We will inform you of any change in price at least 30 (thirty) days before the change is due to take effect. If you do not agree to such a change, you may cancel the Contract as described in Clause 11.

6.2 Minor changes may, from time to time, be made to the Platform or Academy Modules, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the services and should not normally affect your use. However, if any change is made that would affect your use, suitable information will be provided to you.

6.3 In some cases, We may also make more significant changes to the Platform or Academy Module content. If We do so, We will inform you at least 30 (thirty) days before the changes are due to take effect. If you do not agree to the changes, you may cancel the Contract as described in Clause 11.

6.4 Where any updates are made, the Platform or Academy Modules will continue to match Our description of them as provided to you before you purchased. Please note that this does not prevent Us from enhancing the services, thereby going beyond the original description.

6.5 In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake. If the correct price is lower than that shown when you made your order, We will simply charge you the lower amount and continue processing your order. If the correct price is higher, We will give you the option to purchase at the correct price or to cancel your order (or the affected part of it). We will not proceed with processing your order in this case until you respond. If We do not receive a response from you within 7 (seven) days, We will treat your order as cancelled and notify you of this in writing.

6.6 If We discover an error in the price or description of your order after your order is processed, We will inform you immediately and make all reasonable efforts to correct the error. You may, however, have the right to cancel the Contract if this happens. If We inform you of such an error and you do wish to cancel the Contract, please refer to Clause 11.

6.7 If the price of a Subscription or Academy Module that you have ordered changes between your order being placed and Us processing that order and taking payment, you will be charged the price shown on Our Sites at the time of placing your order. Subsequent Subscriptions and renewals will be charged at the new price.

6.8 Prices on Our Sites are shown both exclusive of and inclusive of VAT. If the VAT rate changes between your order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

7. The Order Process

7.1 Our Sites will guide you through the process of making a purchase. Before completing your purchase, you will be given the opportunity to review your order and amend it. Please ensure that you have checked your order carefully before submitting it.

7.2 If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your order due to incorrect or incomplete information, We will contact you to ask you to correct it. If you do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel your order and treat the Contract as being at an end. We will not be responsible for any delay in access to services that results from you providing incorrect or incomplete information.

7.3 No part of Our Sites constitutes a contractual offer capable of acceptance. Your order constitutes a contractual offer that We may, at Our sole discretion, accept. Our acknowledgement of receipt of your order does not mean that We have accepted it. Our acceptance is indicated by Us sending you an Order Confirmation by email. Only once We have sent you an Order Confirmation will there be a legally binding Contract between Us and you.

7.4 Order Confirmations shall contain the following information:

• Confirmation of the product(s) purchased (Subscription and/or Academy Module(s));
• Confirmation of the price paid;
• Confirmation of delivery (for Subscriptions, when access will be provided; for Academy Modules, when access is available);
• Your Order ID; and
• Instructions for accessing your purchased Subscription or Academy Module(s).

7.5 In the unlikely event that We do not accept or cannot fulfil your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment, any such sums will be refunded to you.

7.6 Any refunds due under this Clause 7 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.

7.7 Refunds under this Clause 7 will be made using the same payment method that you used when making your purchase unless you specifically request that We make a refund using a different method.

7.8 Important – Fraudulent Use: You agree that you will use the services provided, whether under a Subscription or under a trial period that we may offer from time to time as part of a marketing promotion, for your organisation’s legitimate business purposes only. If you allow your use of the services to be taken up by unrelated third parties who seek to build a competing software or service, or if you are a member, investor or advisor to a competitor of Governance360 Group that sells similar software or services, this will be considered as fraudulent usage and we may take legal action against you and terminate your access immediately.

8. Payment

8.1 Payment for Subscriptions must be made in advance. Your chosen payment method will be charged when We process your order and send you an Order Confirmation and on each renewal date.

8.2 Payment for Academy Modules must be made in full at the time of purchase. Your chosen payment method will be charged when We process your order.

8.3 Payments due must be made in full, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

8.4 We accept the following methods of payment on Our Sites:

• Credit card
• Debit card
• Direct debit (for Subscriptions only)

8.5 If you do not make any payment due to Us on time, We will suspend your access to the Platform and/or Academy Modules. For more information, please refer to Clause 9.4. If you do not make payment within 14 (fourteen) days of Our reminder, We may cancel the Contract. Any outstanding sums due to Us will remain due and payable.

8.6 If you believe that We have charged you an incorrect amount, please contact Us at support@governance360.com as soon as reasonably possible to let Us know. You will not be charged whilst access is suspended for investigation.

9. Access to Services

9.1 Platform Subscriptions Access to the Platform appropriate to your Subscription will be available to you immediately when We send you an Order Confirmation and will continue to be available for the duration of your Subscription (including any renewals), or until the Contract is otherwise ended.

9.2 Academy Modules Access to Academy Modules will be available immediately upon purchase and Order Confirmation. Once accessed, Academy Modules remain available to you for [specify period, e.g., “12 months from date of purchase” or “for the duration of any active Platform Subscription you hold”].

9.3 Suspension for Maintenance or Updates In some limited circumstances, We may need to suspend the provision of the Platform or Academy Modules (in full or in part) for one or more of the following reasons:

• To deal with technical problems or make technical changes;
• To update the Platform or Academy Module content;
• To make changes to the services (as set out in Clause 6); or
• If We reasonably believe We need to do so for security, legal or regulatory reasons.

9.4 Suspension for Non-Payment We may suspend provision of the Platform and/or access to Academy Modules if We do not receive payment on time from you. We will inform you of the non-payment on the due date. If you do not make payment within 14 (fourteen) days of Our notice, We may suspend provision until We have received all outstanding sums due from you. If We do suspend provision, We will inform you of the suspension. You will not be charged for any services while provision is suspended due to non-payment.

9.5 Notice of Suspension If We need to suspend availability for any of the reasons set out in sub-Clause 9.3, We will inform you in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the services or a security breach, in which case We will inform you as soon as reasonably possible after suspension).

If the suspension lasts (or We tell you that it is going to last) for more than 14 (fourteen) days, you may end the Contract as described in Clause 11.2.

10. Cancellation and Refunds

10.1 Platform Subscriptions – Standard Cancellation You may cancel your Subscription at any time. However, subject to the specific circumstances set out in Clauses 10.2 and 11, We cannot offer refunds on Subscriptions. You will continue to have access to the Platform for the remainder of your current Subscription period (up until the renewal or expiry date, as applicable), whereupon the Contract will end.

10.2 Platform Subscriptions – Cancellation by Mistake If you purchase a Subscription by mistake (or allow your Subscription to renew by mistake), please inform Us as soon as possible and do not attempt to access the Platform. Provided you have not accessed the Platform since the start date (or renewal date, as appropriate) of the Subscription, We will be able to cancel the Subscription and issue a full refund.

If you have accessed the Platform once the Subscription has started, We will not be able to offer any refund and you will continue to have access for the remainder of the Subscription period (up until the renewal or expiry date, as applicable).

10.3 How to Cancel Your Subscription If you wish to cancel your Subscription under this Clause 10, you may inform Us of your cancellation in any way you wish. For your convenience, We offer a cancellation option in your Account settings (Under My Account) and will include information about cancellation with your Order Confirmation.

Cancellation by email or by post is effective from the date on which you send Us your message. You can contact Us to cancel at:

• Email: support@governance360.com
• Post: Our registered address

In each case, please provide Us with your name, address, email address, telephone number, and Order ID.

10.4 Automatic Renewal Unless you cancel as described above, your Subscription will automatically renew at the end of each subscription period. We will notify you at least 30 (thirty) days before any renewal is due, including details of the renewal price.

10.5 Feedback We may ask you why you have chosen to cancel and may use any answers you provide to improve Our services. However, please note that you are under no obligation to provide any details if you do not wish to.

10.6 Refund Timing and Method for Subscriptions Any refunds due under this Clause 10 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel. Refunds will be made using the same payment method that you used when purchasing your Subscription unless you specifically request that We make a refund using a different method.

10.7 Academy Modules – No Refunds Once Accessed IMPORTANT: Academy Modules are individual learning products. Once you have opened or started an Academy Module, it cannot be refunded. This is because the content is immediately consumed and cannot be “returned.”

Specifically, once you have proceeded past the introductory screen of an Academy Module (this is typically a video introduction to the Module content), we consider that you have accessed the content and no refund will be available.

Before opening a Module, please ensure it is suitable for your needs. We provide descriptions, previews and other information to help you decide whether a Module is right for you.

10.8 Academy Modules – Cancellation by Mistake (Before Access) If you purchase an Academy Module by mistake, please inform Us immediately and do not attempt to access the Module content. Provided you have not accessed any part of the Module content, We will be able to cancel your purchase and issue a full refund.

10.9 How to Request Refund for Academy Modules To request a refund for an Academy Module purchased by mistake and not yet accessed, please contact Us at:

• Email: support@governance360.com
• Post: Our registered address

Please provide your name, email address, Order ID, and confirmation that you have not accessed the Module content.

10.10 Refund Timing and Method for Academy Modules Any refunds due for Academy Modules will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us of your request. Refunds will be made using the same payment method that you used when making your purchase unless you specifically request a different method.

11. Your Right to Cancel Due to Our Actions

11.1 Changes to Services or Price You may end the Contract at any time if We have informed you of a forthcoming change to your Subscription, Academy Module content, or pricing (as described in Clause 6) that you do not agree to.

If the change is set to take effect or apply to you before the end of your current Subscription, We will issue you with a pro-rated refund equal to the remaining time left in that Subscription. If the change will not take effect or apply to you until the expiry of your current Subscription, the Contract will end at the end of that Subscription period and you will continue to have access until that date.

11.2 Extended Suspension If We have suspended availability of the Platform or Academy Modules for more than 14 (fourteen) days, or We have informed you that We are going to suspend availability for more than 14 (fourteen) days, you may end the Contract immediately, as described in Clause 9.5. If you end the Contract for this reason, We will issue you with a pro-rated refund.

11.3 Delays Beyond Our Control If availability will be significantly delayed because of events outside of Our control (see Clause 13), you may end the Contract immediately. If you end the Contract for this reason, We will issue you with a refund.

11.4 Errors in Price or Description If We inform you of an error in the price or description of your purchase and you wish to end the Contract as a result, you may end it immediately. If you end the Contract for this reason, We will issue you with a full refund.

11.5 Breach by Us You also have a legal right to end the Contract at any time if We are in breach of it. You may also be entitled to a full or partial refund and compensation.

11.6 How to Cancel Under This Clause If you wish to exercise your right to cancel under this Clause 11, you may inform Us of your cancellation in any way you wish. For your convenience, We offer a cancellation option in your Account settings and will include information about cancellation with your Order Confirmation. You can contact Us at:

• Email: support@governance360.com
• Post: Our registered address

Please provide Us with your name, address, email address, telephone number, and Order ID.

11.7 Feedback We may ask you why you have chosen to cancel and may use any answers you provide to improve Our services. However, you are under no obligation to provide any details if you do not wish to.

11.8 Refund Timing and Method Refunds under this Clause 11 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel. Refunds will be made using the same payment method that you used when making your purchase.

12. Licence to Use

12.1 Grant of Licence When you purchase a Subscription or Academy Module, We grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the relevant services and content for your internal business purposes only. The licence granted to you does not give you any ownership rights in Our Platform, Academy Modules, or any material (including any material that We may licence from third parties).

Plain English summary: This means you can use our services for your organisation’s needs, but you don’t own the software or course materials themselves. Think of it like renting rather than buying.

12.2 Usage Restrictions The licence granted to you is subject to the following restrictions:

• You may only use the services for your organisation’s internal business purposes;
• You may not copy, reproduce, distribute, or create derivative works from any content without Our express written permission;
• You may not reverse engineer, decompile, or disassemble any part of the Platform;
• You may not remove or alter any copyright notices or proprietary marks;
• You must comply with any user number limits specified in your Subscription;
• You must not share access credentials with unauthorised users;
• You must not use the services to build a competing product or service;
• You must comply with all applicable laws and regulations in your use of the services.

12.3 Academy Module Content For Academy Modules, you may:

• Access and view the Module content for your own learning and development;
• Download any materials provided for your personal business use;
• Use the knowledge gained for your professional development.

You may not:

• Share login credentials with others who have not purchased the Module;
• Copy, reproduce or distribute Module content to third parties;
• Use Module content for commercial training purposes without a separate licence.

13. Customer Data and Intellectual Property

Transparency Note: This is one of the most important sections. In simple terms: YOU own your data, WE just store and process it to provide our service. We can use anonymised insights to improve our platform (without identifying you), and if we ever add AI features, we’ll tell you first and let you opt out.

13.1 Ownership of Customer Data

You retain all ownership, rights, title, and interest in and to all data, content, documents, and materials that you upload to, create within, or otherwise provide through the Platform or Academy Modules (“Customer Data”). This includes, but is not limited to:

• Board papers, minutes, agendas, and meeting records;
• Company information and documentation;
• Personal data of your directors, trustees, and other individuals;
• Any other content created or uploaded by you or your authorised users.

Nothing in these Terms of Sale transfers any ownership of Customer Data to Us. Your Customer Data remains your property at all times.

Transparency Note: Everything you put into our Platform – your board papers, minutes, company documents – belongs to you, not us. We’re just providing the software to store and manage it.

13.2 Licence Grant to Us

You grant to Us a limited, non-exclusive, royalty-free, worldwide licence to access, use, copy, store, transmit, modify, and process your Customer Data solely to the extent necessary to:

• Provide the Platform and Academy services to you;
• Maintain, support, and improve the services;
• Comply with our legal obligations; and
• Enforce these Terms of Sale.

This licence terminates when you delete Customer Data from the Platform or when your Contract ends, except to the extent we are required to retain copies for legal, regulatory, or legitimate backup purposes.

Transparency Note: You’re giving us permission to handle your data, but only so we can provide the service to you. For example, we need to store your board papers to display them to you, and we might need to make backup copies for security. Once you delete something or end your contract, we stop using your data (except where we’re legally required to keep it for a period).

13.3 Use of Anonymised and Aggregated Data

We may collect, use, and retain data derived from your use of the Platform and Academy Modules in an anonymised and aggregated form (“Anonymised Data”). Anonymised Data means data that:

• Has been processed in such a way that it can no longer identify you or any individual; and
• Cannot reasonably be used to re-identify you or any individual, whether on its own or in combination with other data.

We may use Anonymised Data for the following purposes:

• To analyse usage patterns and trends across our customer base;
• To improve, develop, and enhance our services and products;
• To generate statistical reports and insights about Platform usage;
• To conduct research and development;
• To create benchmarking data and industry insights; and
• For any other lawful business purpose.

We retain all intellectual property rights in Anonymised Data, and may use, disclose, and commercially exploit such data without restriction and without any obligation to you. However, we will not disclose Anonymised Data in any way that could reasonably identify you or your organisation without your prior written consent.

Transparency Note: We learn from how all our customers use the Platform to make it better. For example, if we see that most organisations struggle with a particular feature, we can improve it. However, we strip out anything that identifies you first – so it’s just general insights like “70% of users prefer feature X” rather than “Your organisation did Y”. This anonymised data helps us build a better product for everyone.

13.4 AI-Generated and Derivative Content

(a) Current Position As of the date of these Terms of Sale, the Platform and Academy do not include artificial intelligence features that generate content based on your Customer Data.

(b) Future AI Features We reserve the right to develop and introduce artificial intelligence, machine learning, or other automated content generation features in the future (“AI Features”). Before introducing any AI Features that would process your Customer Data to generate new content, we will:

• Provide you with at least 30 (thirty) days’ advance notice;
• Clearly explain how the AI Features work and what data they process;
• Give you the option to opt out of AI Features; and
• Provide you with the ability to disable AI Features for your Account if you do not wish to use them.

Transparency Note: We don’t currently use AI to process your data, but technology is evolving. If we decide to add AI features in the future (for example, an AI assistant to help draft minutes), we’ll tell you well in advance (at least 30 days), explain exactly what it does, and give you the choice to not use it. You’re in control.

(c) Ownership of AI-Generated Content If we introduce AI Features in the future and you choose to use them:

• Any content generated by AI Features based on your Customer Data (“AI-Generated Content”) shall be owned by you;
• You are responsible for reviewing AI-Generated Content for accuracy, appropriateness, and compliance with applicable laws before using it;
• We provide no warranty regarding the accuracy, completeness, or fitness for purpose of any AI-Generated Content;
• You acknowledge that AI-Generated Content may require human review and should not be relied upon without appropriate verification; and
• You agree not to use AI-Generated Content in any way that violates applicable laws or regulations.

Transparency Note: If we add AI features and you use them, anything the AI creates for you belongs to you. However, AI can make mistakes, so you must always check AI-generated content before using it officially. Don’t rely on AI output without human review.

(d) Training and Improvement If we introduce AI Features in the future:

• We will not use your Customer Data to train AI models or machine learning systems that are made available to other customers unless you provide explicit written consent;
• We may use Anonymised Data (as defined in Clause 13.3) derived from use of AI Features to improve our AI models and services generally;
• You may withdraw consent for AI training at any time, though this will not affect any training that has already occurred using Anonymised Data.

Transparency Note: Your specific data won’t be used to train AI that other customers use unless you explicitly agree in writing. However, we can use anonymised patterns (with all identifying information removed) to improve our AI for everyone.

13.5 Your Responsibilities

You warrant and represent that:

• You have all necessary rights, licences, and permissions to upload and use Customer Data on the Platform;
• Your Customer Data does not infringe any third party’s intellectual property rights, privacy rights, or other rights;
• Your use of Customer Data complies with all applicable laws and regulations, including data protection legislation; and
• You are solely responsible for the accuracy, quality, and legality of your Customer Data.

Transparency Note: You’re confirming that you have the right to upload and use the data you’re putting into our Platform, and that you’re following all relevant laws when you do so. For example, if you’re storing personal data about your trustees, you need to comply with UK GDPR.

13.6 Feedback and Suggestions

If you provide us with any suggestions, feedback, ideas, or recommendations regarding the Platform, Academy, or our services (“Feedback”), you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use, implement, and incorporate such Feedback into our products and services without any obligation or compensation to you. This ensures we can improve our services based on customer input.

Transparency Note: If you suggest an improvement or new feature, we can implement it without owing you payment. This is standard practice and means we can act on good ideas from our customers to benefit everyone.

13.7 No Claim to Customer Data

We will not:

• Sell, rent, or otherwise commercially exploit your Customer Data to third parties;
• Use your Customer Data for our own purposes beyond those set out in this Clause 13;
• Claim any ownership or intellectual property rights in your Customer Data; or
• Access your Customer Data except as necessary to provide the services, resolve technical issues, or comply with legal obligations.

Transparency Note: We will never sell your data. Your board papers, minutes, and company information are confidential to you. We only look at your data when necessary to provide support or fix technical problems, or if we’re legally required to.

13.8 Third-Party Components

Our Platform and Academy may incorporate third-party software, libraries, or components. Nothing in this Clause 13 grants you any rights to such third-party components beyond the rights necessary to use our services as intended. Third-party components remain the property of their respective owners.

14. Limitation of Liability

14.1 Exclusions for Business Losses Subject to sub-Clause 13.3, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

• Loss of profit;
• Loss of sales or business;
• Loss of revenue;
• Interruption to business;
• Loss of business opportunity;
• Loss of goodwill or reputation;
• Loss of anticipated savings; or
• Indirect or consequential loss.

Transparency Note: We’re not liable for business losses like lost profits or revenue. This is standard for B2B software contracts. We are liable for direct losses up to the caps in Clause 14.2 below.

14.2 Cap on Liability Subject to sub-Clause 14.3, Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to whichever is the greater of:

• The total sums paid by you to Us in the 12 months preceding the event giving rise to the claim; or
• £1,000

Transparency Note: The maximum we’d have to pay you is either what you paid us in the last year, or £1,000, whichever is higher. So if you pay £2,000/year, our maximum liability is £2,000. If you pay £500/year, our maximum liability is £1,000.

14.3 Nothing Excluded Nothing in these Terms of Sale seeks to limit or exclude Our liability for:

• Death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors);
• Fraud or fraudulent misrepresentation; or
• Any other matter in respect of which liability cannot be excluded or restricted by law.

Transparency Note: We can never limit our liability for death, personal injury caused by our negligence, or fraud. These protections always apply regardless of anything else in this contract.

15. Events Beyond Our Control (Force Majeure)

15.1 No Liability for Events Beyond Our Control We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, epidemic or pandemic, acts of terrorism, acts of war, governmental action, or any other event that is beyond Our reasonable control.

15.2 Our Obligations During Force Majeure If any event described under this Clause 15 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:

• We will inform you as soon as is reasonably practicable;
• Our obligations under these Terms of Sale will be suspended and any time limits for performance will be extended accordingly for the duration of the event;
• We will use all reasonable endeavours to find a solution to continue performing Our obligations despite the event;
• You may cancel the Contract if the event continues for more than 14 (fourteen) days and you have not received the services you paid for.

15.3 Cancellation and Refunds for Force Majeure If you wish to cancel due to a force majeure event continuing for more than 14 days, please contact Us at:

• Email: support@governance360.com
• Post: Our registered address

Please provide Us with your name, address, email address, telephone number, and Order ID. Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible and in any event within 30 (thirty) days of the date on which the Contract is cancelled. Refunds will be made using the same payment method that you used when making your purchase.

16. How to Contact Us

16.1 If you wish to contact Us with general questions or complaints, you may contact Us by email at support@governance360.com, or by post at our registered address.

16.2 For matters relating to your Subscription, Academy Modules or cancellations, please contact Us by email at support@governance360.com, or by post at our registered address.

17. Complaints

17.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.

17.2 All complaints are handled in accordance with Our complaints handling policy and procedure, available at our KnowledgeBase.

17.3 If you wish to give Us feedback on any aspect of your dealings with Us, please contact Us by email at support@governance360.com.

18. Data Protection

18.1 All personal data that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.

18.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy and Our Cookie Policy.

Transparency Note: We take data protection seriously and comply with UK GDPR. Clause 13 above explains how we handle your business data; our Privacy Policy explains how we handle personal data about individuals (like your directors or trustees). If you’re storing personal data in the Platform, you remain the Data Controller and we act as your Data Processor.

19. General Terms

19.1 Assignment by Us We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.

19.2 Assignment by You You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission, which will not be withheld unreasonably.

19.3 No Rights for Third Parties The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.

19.4 Severability If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.

19.5 No Waiver No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.

19.6 Changes to These Terms We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to your Subscription or Academy Modules, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them (also see Clause 11.1 above).

19.7 Entire Agreement These Terms of Sale, together with our Terms of Use and Privacy Policy, constitute the entire agreement between you and Us regarding the purchase and use of our services. They supersede all prior agreements, understandings, and representations.

19.8 Order of Precedence In the event of any conflict between these Terms of Sale and our Terms of Use, these Terms of Sale shall prevail in relation to the purchase, payment, and cancellation of Subscriptions and Academy Modules. The Terms of Use shall prevail in relation to the use of Our Sites and Platform.

20. Law and Jurisdiction

20.1 These Terms of Sale, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

20.2 Any disputes concerning these Terms of Sale, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Version 2.0 | Last updated: 28 October 2025