Version 2026-09-28 · Effective 30 September 2026
These terms apply to companies that use Boardly to find a Chair, Non-Executive Director, Board Advisor or Fractional Leader. If you are joining Boardly as a candidate, the Candidate Terms apply to you instead.
The key terms in plain English
This summary is part of these terms. If anything in it conflicts with the numbered clauses below, the numbered clauses apply.
Everything before an appointment is free. Your brief, your shortlist, your introductions and your meetings cost nothing.
You pay one flat fee if you appoint someone we introduce. The fee depends on the role and on how much your company has raised. We show it to you before you see any names. It is fixed when you reveal your shortlist, or when we first introduce anyone to you for that search if that is earlier. It changes only if the person takes a different type of role (clause 5.7) or the amount raised you gave us was wrong (clauses 8.5 to 8.7).
Revealing a shortlist introduces everyone named on it. Each person whose name we give you, whether on a shortlist, in an email or message, or on a call, is an Introduced Candidate. So is anyone whom you, a group company, anyone you shared our information with, or anyone acting for any of them identifies from a profile we showed you without a name and contacts about a role within 12 months, and anyone who contacts you about a role after we told them about your search, if you take that conversation forward (clause 5.1).
The fee applies for 12 months, however the appointment happens. The fee is payable if an Introduced Candidate is appointed in any capacity within 12 months of the latest of: their introduction to you, our introduction email, any meeting between you arranged or recorded through Boardly, and any offer you made them that was recorded through Boardly or that you told us about. That applies to appointments by your company, a group company, your founders and executive directors, anyone other than a professional investor who holds 10% or more of your shares, and any company that any of those people controls or is an executive director of (clause 5.3). It applies even if you appoint them without using Boardly, even if you already knew them, and even if another agency or an investor also introduced them. It does not matter whether our introduction caused the appointment. If you are already talking to someone about the role, tell us before we release your shortlist and we will leave them off it (clause 6.3).
We invoice when you appoint. We invoice as soon as the person accepts your offer, in writing or verbally (or starts, if that happens first), and payment is due within 14 days of the invoice. Fees exclude VAT. Tell us within 7 days of an appointment. If you have not told us within 30 days, the fee goes up by 25%, interest runs from when it should have been paid, and the 90-day guarantee does not apply (clauses 9.6 and 10.4).
90-day guarantee. If the person you appoint does not start, or leaves within 90 days of starting, we refund the fee in full or run a replacement search, your choice, on the conditions in clause 10.
Keep candidate details confidential. Most candidates are in current roles and haven’t told anyone they’re looking. Share their details only with people who are helping you decide, use them only for this appointment, and delete them when your search closes or 12 months after the introduction, whichever is sooner, unless you appoint them. If anyone else hires a candidate after getting their details through you, the fee is payable by you (clause 5.9).
1. About these terms
1.1 These terms are a contract between Boardly Limited, a company registered in England and Wales with company number 15136616, whose registered office is at 1st Floor, Gallery Court, 28 Arcadia Avenue, London N3 2FG (“Boardly”, “we”, “us”), and the company or other organisation on whose behalf a Boardly account is opened (“you”, “your company”).
1.2 You accept these terms when you create your account by ticking the box that says you agree to them, or when you accept them on the Platform later, for example on the screen that asks you to accept a new version. That acceptance is binding on your company from that moment. When you later reveal a shortlist or ask us to send an introduction, we may ask you to acknowledge the terms again. Those acknowledgements are records. They do not delay, replace or add conditions to your original acceptance.
1.3 We give every version of these terms a version date and keep an exact copy of it, with a digital fingerprint that lets us show the text has not changed. We keep a record of who accepted which version, when, and from what device. You can ask us for a copy of any version you have accepted at any time.
1.4 The person who accepts these terms confirms that they are authorised to do so on behalf of your company. If they are not, they are personally responsible to us as if they were the company.
1.5 Boardly is for businesses. You confirm that you are using it for the purposes of your company’s business and not as a consumer.
1.6 Our Privacy Policy, AI Consent Statement and Code of Conduct also apply to your use of Boardly. If one of them conflicts with these terms, these terms apply.
2. Words with special meanings
2.1 In these terms:
“Amount Raised” has the meaning in clause 8.2.
“Appointment” and “Appointed” have the meaning in clause 5.3.
“Appointment Date” means the earlier of (a) the date an Introduced Candidate accepts an offer from you, in writing or orally, and (b) the date they start work or take up the role.
“Band” means one of the three funding bands in clause 4.3.
“Band Lock Date” has the meaning in clause 8.3.
“Business Day” means a day other than a Saturday, Sunday or bank holiday in England.
“Candidate” means any person who is a member of, or is put forward through, Boardly’s network.
“Connected Person” means (a) any person who, at the date of the Introduction or at any time after it until the Appointment, is a founder or executive director of your company or holds 10% or more of its shares, other than a professional investor such as a venture capital fund or its manager; and (b) any company that any of those people controls, or of which any of them is an executive director, at the time of the Appointment. Professional investors and their other portfolio companies are covered by clause 5.9 instead.
“Fee” means the fee payable under clauses 4, 5 and 8.
“Group Company” means any subsidiary or holding company of your company, and any other subsidiary of that holding company, as defined in section 1159 of the Companies Act 2006.
“Introduction” and “Introduced Candidate” have the meaning in clause 5.1.
“Platform” means Boardly’s websites and web app, including joinboardly.com and app.joinboardly.com.
“Relevant Period” has the meaning in clause 5.4.
“Role Type” means one of Chair, Non-Executive Director, Board Advisor or Fractional Leader.
“Search” means a request to find a person for a role, whether you create it on the Platform or we create it for you after a call.
“Start Date” means the date the Appointed person actually starts in the role.
“Terms Version” means the dated version of these terms that applies to a Search or an Introduction under clause 14.1.
2.2 “Including” and similar words do not limit the words before them. Headings do not affect meaning.
3. What Boardly does
3.1 Boardly helps companies find and appoint board members and fractional leaders. For each Search we will usually:
(a) take your brief, either through a call with Veronica, our AI voice agent, which we transcribe, or through a call with a member of our team;
(b) write up the brief for you to check and approve;
(c) search our network using software, including AI, to rank the Candidates who best fit your brief;
(d) review the resulting shortlist ourselves and decide whether to release it to you;
(e) tell you how many people are on your shortlist, and show you their names and profiles when you choose to reveal it; and
(f) send introduction emails between you and the Candidates you choose.
3.2 Boardly acts as an employment agency within the meaning of the Employment Agencies Act 1973. We introduce Candidates to you. We do not employ Candidates, supply them to you, or act as their employer, agent or payroll. Any appointment is a contract directly between your company and the Candidate (or the Candidate’s own company). We never hold, handle or pay any money owed to a Candidate.
3.3 If an Introduced Candidate is Appointed and the Appointment is not recorded on the Platform, we may record it ourselves on the basis of the evidence available to us, tell you that we have done so, and invoice you under clause 9. If you believe we have recorded an Appointment wrongly, tell us under clause 9.5.
3.4 We decide which Searches we take on. We may decline a Search, pause it, or close it, for example if we do not think we can find the right people, if the brief is unclear, or if the role conflicts with our Code of Conduct. We will tell you if we do. Nothing is payable for a Search we decline, pause or close, unless an Introduced Candidate is later Appointed within the Relevant Period.
3.5 We do not promise that we will produce a shortlist for every Search, that any Candidate will be available or interested, or that any Appointment will be made or will succeed.
3.6 We use AI to help take briefs, read CVs and rank Candidates. People at Boardly review every shortlist before it is released, and you decide whom to meet and whom to appoint. Our AI Consent Statement explains how this works.
4. Our fees
4.1 Nothing is payable unless you make an Appointment. We do not charge for creating an account, taking a brief, producing a shortlist, revealing names, sending introductions or arranging meetings. A Fee is payable only when an Introduced Candidate is Appointed within the Relevant Period, or engaged as described in clause 5.9, as set out in clause 5.
4.2 All fees are stated excluding VAT. We will add VAT at the rate in force when we invoice.
4.3 The Fee for each Appointment is a flat fee set by the Role Type and by your company’s Band on the Band Lock Date:
Role Type
Band 1: raised less than £5m
Band 2: raised £5m to £30m
Band 3: raised more than £30m
Chair
£7,000
£14,000
£21,000
Non-Executive Director
£6,000
£12,000
£18,000
Board Advisor
£3,000
£6,000
£9,000
Fractional Leader
£4,000
£4,000
£4,000
Band 2 includes companies that have raised exactly £5m or exactly £30m.
4.4 The fees in clause 4.3 form part of this Terms Version. If we change our fees, we will publish a new version of these terms. A change does not affect the Fee for any Search that an earlier version applies to under clause 14.1.
4.5 If we agree a discount, waiver or partner offer with you, it applies only if we confirm it in writing (including on the Platform or by email), only on the terms stated with it and, unless it is a decision under clause 6.4 or settles a dispute under clause 9.5, only if we confirm it before the Search it applies to is created. A discount or waiver does not apply to an Appointment you did not tell us about within 30 days after the Appointment Date. A waived or reduced Fee still arises; we simply do not collect it, or collect less. Every other clause of these terms still applies, and the waiver does not change the Fee for any other Candidate, Appointment or Search.
4.6 The Fee does not depend on, and is not a percentage of, anything you pay the person you Appoint. There is no retainer, success bonus, monthly charge or ongoing fee.
5. Introductions and when the Fee is payable
5.1 A Candidate becomes an “Introduced Candidate” (and there is an “Introduction”) when:
(a) in connection with a Search or a role you have discussed with us, we disclose the Candidate’s identity to you by any means, including by showing you their name on a shortlist or profile on the Platform, by revealing a shortlist, by sending an introduction email, or by naming them to you in a call, message or email; or
(b) within 12 months after we show you information about a Candidate without their name (such as a profile on a shortlist), you, a Group Company, an Authorised Person (clause 7.2), anyone acting for any of them, or anyone who received that information from any of them, identifies the Candidate from that information and contacts them about a role. The Introduction takes place on the date of that contact. If you say the Candidate was identified entirely independently of anything we showed you, it is for you to show it; or
(c) a Candidate contacts you, or anyone acting for you, about a role after we told them about your Search, and you take that conversation forward. The Introduction takes place on the date of that first contact.
5.2 It does not matter whether you asked for a particular Candidate’s details, whether the Candidate was one of several people shown to you at once, or whether you went on to contact them through the Platform. When you reveal a shortlist, every Candidate whose name is shown to you is an Introduced Candidate from that moment. The screen will tell you this before you reveal.
5.3 “Appointment” means your company, any Group Company or any Connected Person engaging an Introduced Candidate in any capacity, including as a director, chair, non-executive director, board member, board advisor, advisor, observer, consultant, fractional or interim executive, contractor or employee, whether paid in cash, equity, options or not at all, and whether the engagement is made directly with the Candidate, with a company the Candidate controls or works through, or through any other person. An Appointment includes an agreement to engage made during the Relevant Period even if the Start Date is later.
5.4 The “Relevant Period” for each Introduced Candidate runs for 12 months from the latest of these dates:
(a) the date of the most recent Introduction of that Candidate to you;
(b) the date of the most recent introduction email we sent between you and that Candidate;
(c) the date of the most recent meeting between you and that Candidate that was arranged or recorded through Boardly; and
(d) the date of the most recent offer you made to that Candidate that was recorded through Boardly or that you told us about.
5.5 The Fee is payable for any Appointment of an Introduced Candidate made during the Relevant Period, whether or not the Appointment is made through the Platform, whether or not you used our introduction email, and whether the Appointment is to the role in your Search or to a different role. The Fee is the price of our introduction service. It becomes payable because an Appointment is made. It is not a penalty for anything you have done.
5.6 You must tell us within 7 days of any Appointment of an Introduced Candidate, by emailing us or, where the Platform offers it, by recording it there, and give us the Appointment Date, the expected Start Date and the role. If we ask you, during a Relevant Period or within 12 months after it ends, whether your company, a Group Company or a Connected Person has Appointed, or is in discussions with, an Introduced Candidate, you must tell us truthfully in writing within 10 Business Days. We may also check public records, such as Companies House filings, and public profiles to find out whether an Introduced Candidate has been Appointed.
5.7 If the Introduced Candidate is Appointed to a role of a different Role Type from the one in your Search, the Fee is the Fee for the Role Type of the role actually taken, at your Band on the Band Lock Date. If the role taken is not one of our four Role Types, the Fee is the Fee for the Role Type the role most closely resembles. A board seat is treated as a Non-Executive Director role (or a Chair role if the person chairs the board), an advisory or observer role without a board seat as a Board Advisor role, and an executive, employee, interim, contractor or consultancy role as a Fractional Leader role. If the same person is later Appointed to a higher-priced Role Type during the Relevant Period, you will pay the difference.
5.8 Only one Fee is payable for each Introduced Candidate in each Relevant Period, whether under clause 5.5 or clause 5.9, except as set out in clause 5.7.
5.9 The Fee is also payable if, during the Relevant Period, an Introduced Candidate is engaged in any capacity described in clause 5.3 by a person who received that Candidate’s identity or details, directly or through others, from you, a Group Company or an Authorised Person (clause 7.2), by any organisation of which that person is a director, partner, employee or representative, or by any subsidiary or holding company of that organisation or any other subsidiary of that holding company. The Fee is the price of our introduction in that case too. It is the Fee for the Role Type of the role taken, at your Band on the Band Lock Date, and clauses 9 and 10 apply to it as if you had made the Appointment, except that the 25% increase in clause 9.6 and clause 10.4(e) apply only if you knew about the engagement.
5.10 If you, a Group Company or a Connected Person make an arrangement one of whose main purposes is to avoid a Fee that would otherwise be payable, for example by engaging an Introduced Candidate through another company or person, engaging someone else to act as their nominee, or agreeing with the Candidate to delay an Appointment until after the Relevant Period, the Fee is payable as if the Introduced Candidate had been Appointed on the date the arrangement was made.
5.11 We keep a record of every Introduction we make to you: which Candidate, when, how, in which Search and under which Terms Version. That record is our evidence of an Introduction. We will give you a copy on request. If you say it is wrong, it is for you to show why.
6. Candidates you already know
6.1 The Fee applies to the Appointment of an Introduced Candidate whether or not our Introduction was the effective cause of it, and even if you already knew them, had met them before, found them independently, or were introduced to them by someone else as well, including another agency or an investor. This displaces any term that would otherwise be implied requiring us to be the effective cause of an Appointment. We draw it to your attention because it changes the position that would otherwise apply.
6.2 This reflects how our service works. We do the work of scoping the role, searching, assessing and shortlisting before you see any names, and we cannot tell from our side whom you already know.
6.3 If you are already in discussions with someone about a role, or another agency or an investor has already put someone forward to you for it, send us their names before we release your shortlist. We will take any of them who are on it off the shortlist before we release it, so they do not become Introduced Candidates through it.
6.4 If you think a particular Candidate should not count because of a genuine and substantial existing relationship, you can tell us so in writing within 5 Business Days of the Introduction, with the details. We will consider it in good faith. Any decision to waive or reduce a Fee is ours and binds us only if we confirm it in writing.
7. Confidentiality, onward disclosure and data protection
7.1 Candidate profiles, names, contact details, and anything else we or a Candidate tell you about a Candidate are confidential. You must keep them confidential and use them only to decide whether to Appoint that Candidate to a role at your company or a Group Company.
7.2 You may share Candidate information only with your directors and employees, your investors’ board representatives and your professional advisers, in each case only if they need it to help you make that decision (“Authorised Persons”), whether through the Platform’s team-sharing feature or otherwise. You must add to your account only people who are Authorised Persons. You are responsible for what Authorised Persons, and anyone else who receives Candidate information from you or from an Authorised Person, do with it as if you had done it yourself. Sharing Candidate information with anyone else is a breach of this clause, and clause 5.9 may also make a Fee payable.
7.3 A Candidate’s interest in a role is confidential to them. Most Candidates are in current roles. You must not tell anyone other than Authorised Persons that a named Candidate is exploring a role, and you must not contact their current employer, colleagues or referees about them without their written agreement. You must not use Candidate information to build or add to a database, list or talent pool.
7.4 When we disclose a Candidate’s details to you, you become an independent controller of that personal data, and neither of us is the other’s processor. You must:
(a) use it only to assess and progress that Candidate for the role;
(b) keep it secure, and share it only as clause 7.2 allows;
(c) comply with the UK GDPR and the Data Protection Act 2018 in how you handle it, including telling the Candidate what you hold if they ask;
(d) delete it when the Search closes or 12 months after the most recent Introduction of that Candidate, whichever is earlier, unless you have Appointed the Candidate or the law requires you to keep it;
(e) delete it sooner if we or the Candidate ask you to; and
(f) tell us without undue delay if it is lost, or disclosed or accessed without authorisation, so that we can meet our own obligations to the Candidate.
Our Privacy Policy explains how we handle personal data, including yours.
7.5 We will keep your briefs and anything you tell us in confidence confidential, and share them only as needed to run your Search. That includes showing Candidates a version of your brief that you have approved, and using the service providers listed in our Privacy Policy. We will not name your company publicly as a client without your permission.
7.6 These obligations do not apply to information that is already public other than through a breach of these terms, or that the law, a court or a regulator requires to be disclosed.
8. How your Band is set
8.1 The Fee depends on your company’s Band on the Band Lock Date. You tell us which Band applies by choosing your Amount Raised on the Platform, and we will not reveal a shortlist to you until you have.
8.2 “Amount Raised” means the total amount your company and its Group Companies have raised from investors since incorporation, including equity investment, convertible loan notes, SAFEs, advance subscription agreements and other instruments that convert into shares, but excluding grants, bank loans and revenue. We count money that investors have paid, or have signed binding agreements to pay, converted into pounds sterling at a reasonable rate on the date of each investment.
8.3 Your Band, and the Fee for the Role Type of your Search, are fixed for that Search on the earlier of the date you first reveal its shortlist and the date of the first Introduction in it of any kind (the “Band Lock Date”). We will show you the Fee before you reveal a shortlist. The Band and Fee then do not change for that Search, even if your company raises more money later, except under clauses 5.7 and 8.5 to 8.7. If we introduce a Candidate to you other than in a Search, the Band Lock Date for that Candidate is the date of that Introduction. If a Candidate has been introduced to you in more than one Search, the Fee for their Appointment is worked out using the Band Lock Date and Terms Version of the Search for the role they are Appointed to or, if it is none of those Searches, the Search in which they were most recently introduced to you.
8.4 You must choose your Amount Raised honestly and accurately. If we ask, you must give us reasonable evidence of your Amount Raised on the Band Lock Date within 10 Business Days. Reasonable evidence includes your cap table, share allotment filings, published funding announcements, or a written confirmation from a director.
8.5 If you do not give us that evidence in time, we may invoice the Fee at the Band that we reasonably believe applied on the Band Lock Date, based on the information available to us, including public funding announcements. If you later show us that a lower Band applied, clause 8.7 applies.
8.6 If your Amount Raised on the Band Lock Date was in a higher Band than the one you chose, the Fee is the Fee for the correct Band, and we may invoice the difference.
8.7 If your Amount Raised on the Band Lock Date was in a lower Band than the one you chose or we used under clause 8.5, the Fee is the Fee for the correct Band, and we will refund or credit any overpayment.
9. Appointments, invoices and payment
9.1 When you Appoint an Introduced Candidate, tell us under clause 5.6. Where the Platform lets you record an Appointment, it will ask you for the Appointment Date, the Start Date and the role actually taken. We will confirm the Fee to you in writing.
9.2 We will invoice you for the Fee on or after the Appointment Date. We may also ask the Appointed person to confirm the Appointment.
9.3 You must pay each invoice within 14 days of the date of the invoice, by bank transfer or any other method we offer, without any deduction or set-off.
9.4 If you pay late, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and we may pause your Searches and your access to Candidate information until you pay. You must also pay our reasonable costs of recovering any amount you owe, including legal costs.
9.5 If you dispute an invoice or an Appointment we have recorded, please tell us in writing within 14 days of the invoice, with your reasons and evidence. You must pay any part of the invoice that is not in dispute on time. We will work with you in good faith to resolve the dispute quickly.
9.6 If you do not tell us about an Appointment within 30 days after the Appointment Date, however we then learn of it:
(a) we may invoice you when we learn of it, for the Fee worked out under clauses 5.7 and 8.3, increased by 25% to reflect our cost of monitoring for, investigating and recovering Appointments that are not reported to us; and
(b) interest under clause 9.4 runs on the whole amount from the date payment would have been due if you had told us on time.
10. The 90-day guarantee
10.1 If an Appointment ends before the Start Date, or within 90 days after it, we will refund the Fee you paid for it in full, or cancel the invoice if it is not yet paid, as long as the conditions in clauses 10.2 to 10.4 are met. If you prefer, we will instead run a replacement Search for the same role at no further Fee. An Appointment ends if the person resigns or withdraws, is removed, their appointment expires without being renewed, they die or become unable to act, or they stop performing the role and do not resume within 30 days.
10.2 The conditions are that:
(a) you paid the Fee in full by its due date, unless the Appointment ended before that date;
(b) you tell us in writing within 14 days after the Appointment ends, with the date it ended and a short explanation; and
(c) you give us any reasonable information we ask for to confirm that it has ended.
10.3 We will pay the refund within 14 days after we confirm that the conditions are met.
10.4 The guarantee does not apply if:
(a) the Appointment ends because you withdrew your offer, removed or reduced the role, restructured, changed the role materially from what was agreed, or failed to pay the Appointed person or meet your other obligations to them, or because your company was acquired or its board reconstituted;
(b) your company enters administration, liquidation, receivership or any arrangement with its creditors, is struck off, or stops trading;
(c) the Appointment was agreed from the start for a fixed period or project of less than 90 days and ends when that period or project ends as planned;
(d) the person leaves because you materially misdescribed your company, the role, its funding or its finances;
(e) you did not tell us about the Appointment within 30 days after the Appointment Date; or
(f) the same person is engaged again by your company or a Group Company within 12 months after the Appointment ends. In that case the refund must be repaid to us, or, if we have not yet paid it, the Fee remains payable.
10.5 The guarantee applies once for each Appointment. It is your only remedy if an Appointed person turns out not to be suitable or leaves early. If you choose a replacement Search, the guarantee does not apply again to an Appointment made from it.
11. What we do, and what you must do yourself
11.1 We will provide our service with reasonable care and skill. Candidates confirm to us that they are willing to be put forward for roles of the kind in your Search, and we will not introduce a Candidate who has told us that your role is not for them. If we learn anything within 3 months after an Introduction that suggests a Candidate is not suitable for the role, we will tell you without delay.
11.2 Our shortlists and profiles are based on what Candidates tell us, what their CVs and public profiles say, and our own assessment. We do not guarantee that this information is complete or accurate, and we do not verify every statement a Candidate makes. Before you Appoint anyone, it is your responsibility to:
(a) interview the Candidate and take up references;
(b) carry out any background, conflict, right-to-work, identity or other checks you need;
(c) obtain any approval you need from a regulator, including approval under the FCA or PRA senior managers and certification regime, and carry out any fitness and propriety assessment the rules require;
(d) agree the terms of the Appointment directly with the Candidate, including pay, equity, time commitment and notice; and
(e) make any filings, such as director appointments at Companies House, and arrange any insurance, such as directors’ and officers’ cover.
11.3 Before we show you any Candidate, with or without their name, you must give us accurate information about the role, including your company’s identity and business; the role, its responsibilities, where it is based and the time commitment; the date you want the person to start and how long the role is likely to last; any experience, training, qualifications or authorisation you consider necessary or that the law or a professional body requires, including any regulatory approval; any risks to health or safety you know of and what you have done to prevent or control them; the minimum pay and any equity or other benefits you would offer, and how often pay would be made; any expenses payable to or by the person; and the notice the person would have to give and would be entitled to receive. We will not release a shortlist until we have this information. You must tell us promptly if any of it changes.
11.4 You warrant that the information you give us about the role, your company and its funding is accurate, and that you will assess and select Candidates lawfully, including without unlawful discrimination under the Equality Act 2010. We may decline to act on a brief that we believe would lead to unlawful discrimination.
11.5 You must keep your account secure and are responsible for everything done through it. Tell us straight away if you think someone else has used it.
11.6 You must not copy, scrape or extract Candidate information from the Platform, use automated tools to access it, or use it to build a list or database.
12. Our responsibility for loss
12.1 Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that the law does not allow to be limited or excluded.
12.2 Subject to clause 12.1, we are not liable for:
(a) any loss of profit, revenue, business, contracts, goodwill or anticipated savings;
(b) any indirect or consequential loss; or
(c) anything a Candidate or an Appointed person does or fails to do, or any decision you make about Appointing someone, except to the extent that it results from our breach of clause 11.1.
12.3 Subject to clause 12.1, our total liability to you under or in connection with these terms is limited, for each Search, to the greater of (a) the Fees you have paid us for that Search and (b) £5,000, and, for all liability not connected with a Search, to £5,000 in total.
12.4 Nothing in this clause 12 limits your obligation to pay Fees.
12.5 If you or an Authorised Person break clause 7 and we suffer loss as a result, including through a claim by a Candidate, you will cover that loss and our reasonable legal costs.
13. Suspending or ending your use of Boardly
13.1 You can close your account at any time by emailing us.
13.2 We may suspend or close your account, or stop a Search, if you break these terms or our Code of Conduct, if you do not pay an invoice when due, or if we reasonably believe that continuing would harm Boardly, a Candidate or anyone else. We will tell you why, unless the law prevents us.
13.3 If your account is closed for any reason, clauses 1 to 12 and 14 to 16 continue to apply. In particular, a Fee is still payable for any Appointment of an Introduced Candidate made during the Relevant Period, even if it is made after your account is closed.
14. Changes to these terms
14.1 The Terms Version that applies to a Search is the version in force when the Search is created or, if we did not record one then, the version you had accepted when you first revealed its shortlist. That version applies to the Search for its whole life, including the Fee, the Relevant Period and the guarantee for every Candidate introduced in it. We record the Terms Version on each Search. If we introduce a Candidate to you other than in a Search, the Terms Version for that Introduction is the version you had most recently accepted on the date of the Introduction.
14.2 We may publish a new version of these terms. We will email you before it takes effect and ask you to accept it before you create a new Search, and before you reveal a shortlist for any Search that does not yet have a Terms Version recorded. If you do not accept it, you will not be able to start new Searches, but your existing Searches continue under their own Terms Version.
14.3 Searches created before 28 September 2026 for which you did not pay a fee under our previous terms are governed by this version of these terms once you accept it. Searches for which you paid a fee under our previous terms continue under those terms.
15. Other important terms
15.1 Notices. We will send notices to the email address on your account. You can send notices to us at hello@joinboardly.com. An email is treated as received on the next Business Day after it is sent, unless the sender receives a message saying it was not delivered.
15.2 Electronic records. You agree that these terms, your acceptance of them and any notice under them may be made, given and kept electronically.
15.3 Events beyond our control. We are not responsible for delay or failure caused by events beyond our reasonable control. This does not affect your obligation to pay Fees.
15.4 Transfer. We may transfer our rights and obligations under these terms to a company that takes over our business. You may not transfer yours without our written agreement. These terms bind your successors, including anyone who acquires your company or its business, and clause 5 continues to apply to them.
15.5 Entire agreement. These terms, and the documents referred to in clause 1.6, are the whole agreement between you and us about Boardly. You have not relied on anything else we have said, except for any fraudulent misrepresentation.
15.6 Waiver. If we do not enforce a right straight away, we can still enforce it later.
15.7 Severance. If a court decides that any provision of these terms, or any part of one, is invalid or unenforceable, that provision or part is to be treated as deleted and the rest of these terms remains in force. Each of the following is a separate provision that can be deleted on its own: each limb of the definition of Connected Person in clause 2.1; the words “or any Connected Person” in clause 5.3; each of paragraphs (a) to (c) of clause 5.1; each of paragraphs (a) to (d) of clause 5.4; clause 5.9; clause 5.10; the 25% increase in clause 9.6; each paragraph of clause 12.2; and clause 12.3.
15.8 Third parties. No one other than you and Boardly has any right to enforce these terms.
16. Law and disputes
16.1 These terms, and any dispute or claim about them or their subject matter (including non-contractual disputes), are governed by the law of England and Wales.
16.2 The courts of England and Wales have exclusive jurisdiction over any such dispute or claim.
16.3 If you have a concern or complaint, please email hello@joinboardly.com first so we can try to put it right.
Boardly Limited, company number 15136616. Registered office: 1st Floor, Gallery Court, 28 Arcadia Avenue, London N3 2FG. Contact: hello@joinboardly.com.