Diligent Boardpacks Terms and Conditions
Addendum to Terms and Conditions of Business – Corporate Administration

1

Introduction and Definitions

4Authorisation of Authorised Persons

1.1

Unless otherwise defined herein or in theAuthorised Person T&C link here, defined terms
shall have the same meaning as set out in theOgier Global Terms and Conditions available
here.

4.1

You are responsible and liable for the actions
and omissions of your Authorised Persons as if
they were your actions or omissions.

4.2

You authorise Ogier to allow Authorised
Persons to use and access the Diligent
Boardpacks portal. By authorising Ogier toallow Authorised Persons to use and access theDiligent Boardpacks portal you are agreeing tothose Authorised Persons having access to theContent.

4.3

It shall be a conclusive presumption that any
personpresenting
validauthentication
credentials to access the Diligent Boardpacks
portal has been and continues to be soauthorised. It is your responsibility toperiodically review the list of Authorised
Persons in order to identify any persons who
have ceased to be entitled to be an Authorised
Person. Ogier will restrict, revoke or terminate
an Authorised Person's access to the Diligent
Boardpacks portal if instructed to do so by you.

4.4

Ogier will not be liable for any loss, injury, claim,
liability or damage arising as a result of any
failure by you or delay by you to instruct Ogier
to restrict, revoke or terminate an Authorised
Person's access.

4.5

We do not permit (a) anyone other than therelevant Authorised Person to use an accountestablished for them and in their name; or (b)access through a single name, email address or
account being made available to multiple users
on a network or otherwise. You are responsible
for preventing such unauthorised use.

4.6

Ogier may regulate and restrict access inaccordance with its access and security
procedures in effect from time to time, including
requiring entry of Security Information.

5Instructions
Workflows

5.1

Without limiting the general application of theOgier Global Terms and Conditions to theprovision of the Diligent Boardpacks portal as aService, you expressly acknowledge that section
3 (Proper Instructions) apply to any instructions
or information given via the Diligent Boardpacks
portal.

5.2

For this purpose, we deem that each Authorised
Person giving instructions or commencing
workflows is authorised to do so.

5.3

Any requests received via the Diligent
Boardpacks portal are irrevocable unless Ogieris on actual notice that you wish to revoke such

1.2

Ogier Global has the right to grant a sub-licenceto the Client, Client Entities and Authorised
Persons to use and access the Diligent
Boardpacks portal.

2

Application of Terms and Conditions andVariation

2.1

These Terms and Conditions apply to theoperation and access to the Diligent Boardpacks
portal and should be read in conjunction with any
Client Agreement. Unless expressly agreed
otherwise or expressly set out herein in the eventof any inconsistency between these Terms andConditions and any Client Agreement, the termsof the Client Agreement shall prevail.

2.2

Provision of access to the Diligent Boardpacks
portal shall constitute a Service for the purposesof the Client Agreement.

2.3

2.4

We reserve the right to vary these Terms andConditions from time to time, including during thecourse of the provision of the Services, without
your prior consent. These Terms and Conditions
and any future variations will be published hereby way of public notice to all current andprospective clients. On the basis of such
publication you shall be deemed to have agreed
to these Terms and Conditions and all suchvariations.
Each Authorised Person is required to accept theAuthorised Person Terms and Conditions onaccess to the Diligent Boardpacks portal. Suchterms and conditions are incorporated herein byreference. In the event of any inconsistency
between these Terms and Conditions and theAuthorised Person Terms and Conditions, theterms of these Terms and Conditions shallprevail.

3Grant of Licence

3.1

In connection with the provision of the Diligent
Boardpacks portal as a Service, Ogier shall granta non-exclusive, non-transferable, revocable,
limited license to the Client, Client Entities andeach Authorised Person to use and access theDiligent Boardpacks portal in accordance withthese Terms and Conditions.

1 Ogier
BLAW-44800472-2

andCommencementofrequests and has acknowledged receipt of any
revocation. We do not accept any liability for
any indirect or consequential loss suffered by
you or for any loss as a result of any delay in us
receiving your instruction, any revocation ofrequests, or any inability to use, interruption toor non-availability of the Diligent Boardpacks
portal.
6Disclaimer

6.1

The Diligent Boardpacks portal and the Content
is provided on an "as is" and "as available" basis.

6.2

portal), including any responsibility for security or
privacy breaches arising from or caused by themismanagement of your passwords by you or
any other Authorised Person. Authorised
Persons should use particular caution whenaccessing the Diligent Boardpacks portal from apublic or shared computer so that others are notable to view or record their password or any
other personal information.
7Termination

7.1

The provision of the Diligent Boardpacks portal
may be terminated by Ogier immediately upon
notice to you and shall automatically terminate
upon termination of the Client Agreement.

7.2

On termination for any reason all rights granted
to the Client, Client Entity and any Authorised
Person under this licence shall cease and theClient, Client Entity and any Authorised Person
shall cease all activities authorised by thislicence.

To the fullest extent of law, we:(a)expressly disclaim all warranties, including
the warranties as to satisfactory quality andfitness for a particular purpose;(b)disclaim all responsibility to you or any third
party for any loss, injury, claim, liability or
damage of any kind resulting from, arising outof or any way related to any errors in oromissions from the Diligent Boardpacks portal
or the Content, the unavailability of theDiligent Boardpacks portal or the Content;(c)shall not be liable to you or any third party for
any loss, injury, claim, liability or damage ofany kind resulting from your use of theDiligent Boardpacks portal or the Content;and(d)

shall not be liable to you or any third party forany special, direct, indirect, incidental,
punitive or consequential damages of any
kind whatsoever in any way due to, resulting
from, or arising in connection with the use or
the inability to use the Diligent Boardpacks
portal or the Content or arising from any
delays, inaccuracies, errors in, or omission of
any Content, or for any actions taken or nottaken in reliance on the Content or by reasonof non-performance or interruption, ortermination of access to the Diligent
Boardpacks portal or the Content.

6.3

Whilst we make every effort to check that theDiligent Boardpacks portal is free of viruses andother forms of malware, you must take your own
precautions to ensure that the processes which
you employ for accessing the Diligent
Boardpacks portal do not expose you to the riskof viruses, malicious computer code or otherforms of interference which may damage yourown computer system. It is always wise for you
to run an antivirus program on all material
downloaded from the Internet. We cannot accept
any responsibility for any loss, disruption ordamage to your data or your computer system
which may occur whilst using material derived
from the Diligent Boardpacks portal.

6.4

Furthermore,wecannotacceptanyresponsibility for the physical security of any
computer being used to access the Diligent
Boardpacks portal (or for the associated data
residing on any such computer or in the browser
being used to access the Diligent Boardpacks

2 Ogier
BLAW-44800472-2

July 2022