These Terms of Service (the "Terms") govern access to and use of the Aidisclose platform at app.aidisclose.ai and any associated sites and services (the "Service"), operated by NextBoard Solutions Limited, a company incorporated in Hong Kong ("Aidisclose", "we", "us"). By accessing the Service, the organisation on whose behalf access was provisioned (the "Client") and each individual user (an "Authorised User") agree to these Terms. If a separate signed engagement letter or order form exists between Aidisclose and the Client (an "Engagement"), the Engagement prevails over these Terms to the extent of any conflict.
1. Definitions
- "Matter" — a discrete engagement workspace on the Service, holding the Client Materials, chat, jobs and Outputs relating to one instruction.
- "Client Materials" — documents, data, figures, instructions, chat messages and other content the Client or its Authorised Users submit to the Service.
- "Output" — any analysis, computation, draft, checklist, research finding, translated or typeset document or other material generated on the Service, in whole or part by AI systems.
- "Released Output" — an Output that a human reviewer has explicitly released to the Client through the Service's review gate (clause 5.2).
- "Preliminary Output" — an Output visible to the Client before release, marked "Preliminary — pending reviewer verification" (clause 5.4).
- "Credits" — the Service's usage-metering unit (clause 9).
- "Inside Information" — has the meaning in Part XIVA of the Securities and Futures Ordinance (Cap. 571) ("SFO").
2. The Service
2.1 Aidisclose is an AI-enabled governance and disclosure intelligence platform for Hong Kong listed issuers and their advisers. It provides workflow tooling — including listing-rule size-test computation, issuer profiling, disclosure drafting and review support, regulatory research, and document production — with a human reviewer in the loop.
2.2 Beta. The Service is currently offered as an early-access / beta service. Features may change, be withdrawn or be marked as preliminary, stubbed or experimental. We will not remove the human review gate (clause 5.2) during the beta.
2.3 We may improve, modify or update the Service, provided the changes do not materially degrade the protections in clauses 5, 7 and 8.
3. Accounts and access
3.1 Provisioned access only. There is no self-service registration. Accounts are created by Aidisclose for named individuals nominated by the Client. Each account is personal to one Authorised User and may not be shared.
3.2 The Client procures that its Authorised Users comply with these Terms and is responsible for their acts and omissions on the Service.
3.3 Authorised Users must keep credentials confidential, use passwords meeting the Service's minimum strength requirements, and notify us promptly of any suspected compromise. We may suspend an account on reasonable suspicion of compromise or misuse.
3.4 Access is role-based. Clients and advisers see only their own Matters and, within them, only Released Outputs and any Preliminary Outputs the Service exposes. The Client must not attempt to access another client's data, another Matter, or unreleased material.
4. Client responsibilities and acceptable use
4.1 The Client is responsible for the accuracy and completeness of Client Materials. Outputs are computed from what is submitted; incorrect inputs produce incorrect Outputs.
4.2 The Client and its Authorised Users must not:
(a) use the Service for any unlawful purpose, including insider dealing or any contravention of the SFO or the Listing Rules;
(b) submit material they have no right to submit, including material containing third-party personal data without a lawful basis (clause 10.3);
(c) probe, scan, penetration-test, reverse engineer or attempt to extract the Service's underlying models, prompts, knowledge base or precedent corpus, except as permitted by law;
(d) use the Service or any Output to develop, train, fine-tune or benchmark any machine-learning model or competing product;
(e) scrape or bulk-export content from the Service other than their own Released Outputs and Client Materials;
(f) introduce malicious code or circumvent access controls, rate limits or metering;
(g) use material retrieved by the Service from third-party sources (including HKEXnews) other than in accordance with those sources' own terms.
4.3 We may suspend access (wholly or per account) immediately where reasonably necessary to protect the Service, other clients, or to comply with law, and will notify the Client without undue delay.
5. AI-generated content and human review — the release gate
5.1 AI in the loop. Outputs are generated in whole or in part by artificial-intelligence systems. AI systems can produce errors, omissions and plausible-but-wrong statements. The protections in this clause 5 are how the Service manages that risk; they do not eliminate it.
5.2 Fail-closed review gate. Every Output is created in a withheld state. An Output becomes a deliverable only when a designated human reviewer explicitly releases it. No Output is auto-released. Only Released Outputs are downloadable or exportable.
5.3 Released Outputs are the only official work product. The Client may rely on the Service's work product only in the form of a Released Output, and subject to clauses 6 and 12.
5.4 Preliminary Outputs — no reliance. For designated workflow types the Service may show the Client an on-platform, view-only Preliminary Output before review, persistently marked "Preliminary — pending reviewer verification". The Client acknowledges and agrees that a Preliminary Output: (a) has not been verified by any human reviewer; (b) may be materially wrong or incomplete; (c) is provided for workflow-progress visibility only; (d) must not be relied on, acted on, quoted, or disclosed to any third party; and (e) is not advice of any kind. Any use of a Preliminary Output contrary to this clause is at the Client's sole risk and clause 13.4 applies.
5.5 The Client remains responsible for independently reviewing every Released Output before using it, and for all decisions taken on the basis of it, including all disclosure, announcement and filing decisions.
6. Not a law firm; no legal, financial or investment advice
6.1 Aidisclose is a technology platform. We are not a law firm, and use of the Service does not create a solicitor–client relationship. Outputs — including Released Outputs — are drafting, computation and research support, not legal advice, and are not a substitute for advice from qualified legal, financial or other professional advisers on the Client's specific circumstances.
6.2 Human review under clause 5.2 is a quality-control step of the Service. It is not the provision of legal services, an opinion, or a certification that any Output is correct, complete or compliant, unless a separate written Engagement expressly says otherwise.
6.3 Nothing on the Service is an inducement or advice to deal in securities, and we do not provide any service regulated under the SFO.
6.4 The Client remains solely responsible for its compliance with the Listing Rules, the SFO (including Part XIVA disclosure of inside information), the Takeovers Code and all other applicable law, including the decision whether, when and in what form to make any disclosure.
7. Confidentiality and inside information
7.1 Each party must keep the other's confidential information confidential and use it only for the purposes of the Service, with disclosure permitted only (a) to personnel and professional advisers under equivalent duties, (b) to subprocessors under clause 8, or (c) as required by law or a regulator (with notice where lawful).
7.2 We treat all Client Materials and Outputs as confidential. The Service is designed for pre-disclosure, price-sensitive information: Matters are isolated per client, access is role-restricted, actions are recorded on an immutable audit trail, and stored documents, generated artifacts, job inputs and chat messages are encrypted at rest.
7.3 The Client controls what Inside Information it submits. We do not deal, and the Client must not use the Service to deal or procure dealing, in securities on the basis of Inside Information. Our personnel with Matter access are subject to confidentiality and no-dealing obligations.
7.4 Aggregated, de-identified operational metrics (e.g. job counts, latency, spend) that do not reveal Client Materials, Outputs or the Client's identity may be used to operate and improve the Service. Client Materials and Outputs are never used to train AI models (clause 8.3).
8. Third-party processing (subprocessors)
8.1 The Service uses a small number of third-party providers. The material ones as at the effective date are:
(a) Anthropic (US) — AI model inference (clause 8.2);
(b) Hostinger (data centre: Malaysia) — hosting of the application, database, document storage and backups;
(c) HKEX / HKEXnews (HK) — retrieval of public filings (the fetch necessarily reveals which issuer is being researched, and when);
(d) Web-search providers (currently Brave Search and DuckDuckGo, US) — research queries composed by the AI system in deep-research workflows (clause 8.4);
(e) Amazon Web Services (Simple Email Service, US) — account and notification email, once enabled (recipient addresses and message text only; no Matter content).
8.2 AI inference. Matter content — deal facts, uploaded document text and images, drafts, review text and chat — is processed by Anthropic, our US AI provider (directly or via Amazon Web Services' Bedrock service), to produce the analysis. It is not used to train models and is automatically deleted by the provider within 30 days — subject in each case to narrow exceptions where content is flagged under the provider's safety and legal obligations. Processing may occur in the United States.
8.3 No training. No Client Materials or Outputs are used, by us or (contractually) by our AI providers, to train or fine-tune any machine-learning model.
8.4 Research queries. In deep-research workflows the AI system composes its own web-search queries. Every outbound query is recorded on the Matter's audit trail and the system is instructed not to include confidential deal terms; this control is audited and instructed, not technically filtered. Clients may direct us not to run deep research on a designated Matter.
8.5 We may change subprocessors, and will maintain a current list available to the Client on request, giving prior notice of any new subprocessor that will process Matter content.
9. Fees and Credits
9.1 Fees, Credit allowances and pricing are as set out in the Engagement. Unless stated otherwise:
(a) usage is metered in Credits per job/action at the rates shown in-app before triggering;
(b) each action draws on the allowance of the account that triggers it;
(c) allowances reset each calendar month (Hong Kong time) and unused allowance does not roll over;
(d) failed runs are not charged;
(e) actions beyond the allowance are refused rather than billed, unless the Engagement provides for overage.
9.2 Fees are exclusive of taxes and non-refundable except as required by law or expressly stated in the Engagement. We may revise rates on 30 days' notice, effective from the next monthly period.
10. Data protection
10.1 Our handling of personal data is described in the Aidisclose Privacy Policy, which forms part of these Terms.
10.2 For personal data contained in Client Materials, the Client is the data user (as defined in the Personal Data (Privacy) Ordinance (Cap. 486), the "PDPO") and we process it on the Client's behalf and instructions as a data processor, applying the security measures described in clause 7.2 and the Privacy Policy.
10.3 The Client warrants that it has all rights, consents and lawful bases required to submit Client Materials (including any third-party personal data) to the Service and for the processing described in these Terms, including transfer to the providers in clause 8.
10.4 We will notify the Client without undue delay on becoming aware of unauthorised access to or disclosure of Client Materials, and will provide reasonable information and cooperation.
11. Intellectual property
11.1 The Client retains all rights in Client Materials, and grants us a licence to host, process, transmit and reproduce them as needed to provide the Service (including under clause 8).
11.2 On release and payment, the Client owns the Released Outputs of its Matters, save that underlying templates, checklists, methodologies, prompts, knowledge-base and precedent-corpus content, and any platform-generic elements embodied in an Output remain ours (or our licensors'), with a perpetual licence to the Client to use them as embodied in that Released Output for the purposes of the relevant Matter.
11.3 The Service, its software, design, knowledge base, precedent corpus and documentation remain the exclusive property of Aidisclose and its licensors. No rights are granted except as expressly stated.
11.4 Feedback may be used to improve the Service without restriction or obligation, provided doing so discloses no Client confidential information.
12. Warranties and disclaimers
12.1 We warrant that we will provide the Service with reasonable care and skill.
12.2 Except as expressly stated in these Terms, the Service and all Outputs are provided "as is" and, to the maximum extent permitted by law, all other warranties, conditions and terms (express or implied, including fitness for a particular purpose and non-infringement) are excluded.
12.3 We do not warrant that the Service will be uninterrupted or error-free, that any Output (including a Released Output) is accurate, complete or compliant with any law or rule, or that third-party sources retrieved by the Service are accurate or current.
12.4 The Service is not offered on an availability SLA during the beta. Planned maintenance will be notified where practicable.
13. Liability
13.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under Hong Kong law (including under the Control of Exemption Clauses Ordinance (Cap. 71)).
13.2 Subject to clause 13.1, each party's total aggregate liability arising out of or in connection with the Service in any 12-month period is capped at the greater of (a) the fees paid by the Client for the Service in that period and (b) HK$10,000.
13.3 Subject to clause 13.1, neither party is liable for loss of profits, revenue, business, goodwill or data, or for indirect or consequential loss, however arising.
13.4 Subject to clause 13.1, we are not liable for loss arising from: (a) reliance on a Preliminary Output or on any material that is not a Released Output; (b) use of any Output without the independent review required by clause 5.5; (c) inaccurate or incomplete Client Materials; (d) the Client's disclosure, filing or dealing decisions; or (e) suspension or refusal of an action under clauses 3.3, 4.3 or 9.1(e).
13.5 The Client indemnifies us against third-party claims arising from Client Materials it had no right to submit, or from its breach of clauses 4, 7.3 or 10.3.
14. Term, termination and data
14.1 These Terms apply from first access and continue until the Engagement ends or access is terminated under this clause.
14.2 Either party may terminate for material breach not remedied within 14 days of notice, or immediately on the other's insolvency. The Client may stop using the Service at any time.
14.3 On termination we will, at the Client's written request within 30 days, make the Client's Released Outputs and Client Materials available for export, and then dispose of the Matter's content on the Service. Disposal removes Matter artifacts, files and chat; the audit trail (a record of actions, not document content) is retained.
14.4 Unless the Engagement states otherwise, Matter content is retained for 12 months after Matter closure and then disposed of; audit records are retained for 7 years. Backup copies of the database are kept on a rolling schedule (daily for 14 days, weekly for 8 weeks and monthly for 6 months) and are deleted no later than 200 days after creation; backup copies of documents mirror the live store, so a document disposed of on the Service is removed from the backup at the next nightly run.
14.5 Clauses which by their nature survive (including 5.4, 6, 7, 8.3, 10–13, 14.3–14.5 and 16) survive termination.
15. Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of third-party AI providers, hosting or telecommunications, provided it uses reasonable endeavours to mitigate. This clause does not excuse payment obligations.
16. General
16.1 Governing law. These Terms are governed by the laws of the Hong Kong Special Administrative Region.
16.2 Jurisdiction. The parties submit to the exclusive jurisdiction of the Hong Kong courts.
16.3 Electronic dealing. The parties consent to contracting and notices by electronic means in accordance with the Electronic Transactions Ordinance (Cap. 553).
16.4 Third parties. A person who is not a party has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any of these Terms.
16.5 Assignment. The Client may not assign without our prior written consent. We may assign to an affiliate or in connection with a reorganisation or sale of the business, with notice.
16.6 Entire agreement. These Terms, the Privacy Policy and the Engagement are the entire agreement on their subject matter and supersede prior discussions. Nothing excludes liability for fraudulent misrepresentation.
16.7 Variation. We may update these Terms by notice through the Service or by email; material changes take effect 30 days after notice, and continued use after that date is acceptance. The version applying to a dispute is the version in force when the relevant event occurred.
16.8 Severability; waiver. Invalid provisions are severed without affecting the rest; a failure to enforce is not a waiver.
16.9 Language. These Terms are drafted in English. Any translation is for convenience only and the English text prevails.
16.10 Notices. To us: info@nextboardsolutions.com. To the Client: the email addresses of its Authorised Users or as stated in the Engagement.
Contact: NextBoard Solutions Limited · info@nextboardsolutions.com