Ogier Global ESG Align – Compliance Check Terms and Conditions
Addendum to Terms and Conditions of Business – Sustainable Investment Consulting, Ogier Global

1

Introduction and Definitions

1.1

Unless otherwise defined herein or in theAuthorised Person T&C's here, defined terms
shall have the same meaning as set out in theOgier Global Terms and Conditions applicable toyou and which are available here.

1.2

Ogier Legal Shared Services Limited for itself
and on behalf of Ogier Group has the right togrant a sub-licence to the Client, Client Entities
and its Authorised Persons to use and access
Ogier Global ESG Align – Compliance Check.

2

Application of Terms and Conditions andVariation

2.1

These Terms and Conditions apply to theoperation and access to Ogier Global ESG Align– Compliance Check and should be read in
conjunction with any Client Agreement. Unlessexpressly agreed otherwise or expressly set out
herein in the event of any inconsistency between
the Ogier Global ESG Align – Compliance
Check Terms and Conditions and any Client
Agreement, the terms of the Client Agreement
shall prevail.

2.2

Provision of access to Ogier Global ESG Align –Compliance Check shall constitute a Service forthe purposes of the Client Agreement.

2.3

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.

2.4

Each Authorised Person is required to accept theAuthorised Person Terms and Conditions onaccess to Ogier Global ESG Align – Compliance
Check. Such terms and conditions areincorporated herein by reference. In the event of
any inconsistency between the Ogier Global
ESG Align – Compliance Check Terms andConditions and the Authorised Person Termsand Conditions, the terms of the Ogier Global
ESG Align – Compliance Check Terms andConditions shall prevail.

3

Grant of Licence

3.1

In connection with the provision of access toOgier Global ESG Align – Compliance Check asa Service, Ogier shall grant a non-exclusive,
non-transferable, revocable, limited license tothe Client, Client Entities and each Authorised

1 Ogier

Person to use of and access to Ogier Global
ESG Align – Compliance Check in accordancewith these Terms and Conditions.
4System Administrator

4.1

You may designate one individual to be a
System Administrator. A System Administrator isan Authorised Person for the purposes of theseTerms and Conditions and the Authorised
Person T&C.

4.2

Upon receipt of instructions from you, Ogier
Global will grant each System Administrator theappropriate permissions for that System
Administrator to create and manage accounts for
Authorised Persons.

4.3

Ogier Global may rely on Proper Instructions ingranting permissions to System Administrators.
In providing those Proper Instructions theperson providing such instruction is warrantingthat they have full capacity and authority to doso.

5Authorisation of Authorised Persons

5.1

You authorise Ogier Global to allow Authorised
Persons to use and access Ogier Global ESG
Align – Compliance Check. By authorising Ogier
Global to allow Authorised Persons to use andaccess Ogier Global ESG Align – Compliance
Check you are agreeing to those Authorised
Persons having access to the Compliance
Check Content.

5.2

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 or account being
made available to multiple users on a network orotherwise. You are responsible for preventing
such unauthorised use.

5.3

You and each System Administrator undertake
to immediately take all steps as is necessary torevoke or restrict any Authorised Person's
access in the event they have ceased or willcease to be entitled to be an Authorised Person.
Ogier Global will not be liable for any loss, injury,
claim, liability or damage arising as a result ofyou or a System Administrator failing to revokeor restrict access, or for any delay in revoking orrestricting access.

5.4

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

5.5

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

6Liability and Disclaimer

6.1

To the fullest extent of law, we:a)

expressly disclaim all warranties, including thewarranties as to satisfactory quality and fitness
for a particular regulatory compliance purpose;b)disclaim all responsibility to you, any Authorised
Persons or System Administrators, 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 Client, Client
Entity's or any Authorised Persons regulatorycompliance obligations;c)shall not be liable to you or any third party for
any loss, injury, claim, liability or damage of any
kind resulting from your use of Ogier Global
ESG Align – Compliance Check or theCompliance Check Content; andd)

shall not be liable to you or any third party forany special, direct, indirect, incidental, punitive
or consequential damages of any kindwhatsoever in any way due to, resulting from, orarising in connection with the use or the inability
to use Ogier Global ESG Align – Compliance
Check or the Compliance Check Content or
arising from any delays, inaccuracies, errors in,or omission of any Compliance Check Content,or for any actions taken or not taken in relianceon the Compliance Check Content or by reasonof non-performance or interruption, ortermination of access to Ogier Global ESG Align– Compliance Check or the Compliance CheckContent.

6.2

Any Compliance Check Assessment Report
generated as a result of your use of Ogier
Global ESG Align – Compliance Check does
not constitute legal or regulatory advice and noreliance may be placed on it. Any such
Compliance Check Assessment Report isintended for guidance only and, wherenecessary, independent legal or regulatory
advice should be sought.

6.3

Whilst we make every effort to check that Ogier
Global ESG Align – Compliance Check is freeof viruses and other forms of malware, you musttake your own precautions to ensure that theprocesses which you employ for accessing
Ogier Global ESG Align – Compliance Check
do not expose you to the risk of viruses,
malicious computer code or other forms ofinterference which may damage your own
computer system. It is always wise for you torun an antivirus program on all material
downloaded from the Internet. We cannot
accept any responsibility for any loss, disruption
or damage to your data or your computer
system which may occur whilst using material
derived from Ogier Global ESG Align –Compliance Check.

6.4

Furthermore,wecannotacceptany
responsibility for the physical security of any

2 Ogiercomputer being used to access Ogier Global
ESG Align – Compliance Check (or for theassociated data residing on any such computer
or in the browser being used to access ESG
Align – Compliance Check), including any
responsibility for security or privacy breaches
arising from or caused by the mismanagementof your passwords by you or any other
Authorised Person. Authorised Persons should
use particular caution when accessing Ogier
Global ESG Align – Compliance Check 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 access to Ogier Global ESG
Align – Compliance Check may be terminated byOgier immediately upon notice to you and shall
automatically terminate upon termination of theClient 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.

September 2021