Ogier Global ESG Align - Understanding Risk
Authorised Person Terms and Conditions

Ogier Global ESG Align - Understanding Risk training, including all of its Training Content is made available by a memberof the Ogier Group (we or us). The Client's use of Ogier Global ESG Align – Understanding Risk and your access to anduse of Training Content is subject exclusively to the following terms and conditions (the Terms and Conditions).
The term 'you' or 'your' refers to the Client, or user, viewer or person accessing Ogier Global ESG Align – Understanding
Risk as applicable.
If you do not accept these Terms and Conditions you must immediately stop using Ogier Global ESG Align –Understanding Risk. These Terms and Conditions and our Privacy Statement may be amended by us from time to time.
These Terms and Conditions were last updated September 2021.
Access to Ogier Global ESG Align – Understanding Risk is restricted to Authorised Persons only. Access or attempted
access by any person other than an Authorised Person is strictly prohibited.
Any person using Ogier Global ESG Align – Understanding Risk who, as a Client (as defined in the Ogier Terms andConditions applicable to you and can be found here) or otherwise subject to the Ogier Terms and Conditions, shall use
Ogier Global ESG Align – Understanding Risk in compliance with these Terms and Conditions which shall, to the extent
applicable, also apply to the use by an Authorised Person of Ogier Global ESG Align – Understanding Risk. To the extent
that there is any inconsistency between these Terms and Conditions and the Ogier Terms and Conditions, the Ogier Terms
and Conditions will apply.
Defined Terms
Unless otherwise defined herein, any capitalised term used herein shall have the same meaning attributed to such termin the relevant Ogier Terms and Conditions.
Assessment Certificate means any automated certificate generated by Ogier Global ESG Align – Understanding Risk
following the successful completion of the course.
Authorised Person means those individuals (whether personnel of the Client or any other Persons) who are authorisedby the Client to have access to and use Ogier Global ESG Align – Understanding Risk and the relevant part of the Training
Content;
Client shall mean the Client as defined in the Ogier Terms and Conditions;
Training Content means the ESG Align – Understanding Risk training course designed by Ogier Group, any other training
programmes uploaded to Ogier Global ESG Align from time to time, and all other documentation and materials and all
information contained in Ogier Global ESG Align – Understanding Risk which has been loaded onto, created, generated
by or otherwise produced by Ogier Group;Intellectual Property means patents, trademarks, trade name, service mark, service name, copyrights, source code,
topography rights, rights to extract information from databases, design, design rights, look and feel, moral rights, knowhow, trade secrets and rights of confidence, and all rights or forms of protection of a similar nature or having equivalent orsimilar effect to any of them which may subsist anywhere in the world, whether or not any of them are registered andincluding applications for registration of any of them;Ogier Global ESG Align – Understanding Risk means the learning management software platform accessible to
Authorised Persons through https://esg-align.ogier.com or such other address as may apply from time to time to accessTraining Content, training records and related information;
Ogier Group means Ogier Legal Limited Partnership, Ogier Global Holding Company Limited, separate partnerships eachcalled "Ogier" in the British Virgin Islands, Cayman Islands, Guernsey, Hong Kong, Ireland, London, Jersey andLuxembourg and each of their subsidiaries and undertakings and any successor to them;Ogier Terms and Conditions are the Ogier terms and conditions which are relevant and applicable to you only (andwhich are available here).
Personal Data means personal data as defined in the respective national data protection laws implementing or reflecting
the principles set out in the Data Protection Directive 95/46/EC, all other data and information to which any applicableregulations apply which has been stored on Ogier Global ESG Align – Understanding Risk data collected during the courseof an Authorised Person's use of Ogier Global ESG Align – Understanding Risk;
1 OgierSecurity Information means the unique username, password and any authentication codes produced by any dual factor
authentication software utilised from time to time to enable access to Ogier Global ESG Align – Understanding Risk.
1

Licence1.1

As an Authorised Person you are granted a non-exclusive, non-transferable, revocable, limited license to accessand use Ogier Global ESG Align – Understanding Risk in accordance with these Terms and Conditions. We may
terminate this license at any time for any reason.

2

Purpose and Acceptable Use

2.1

Access to the Training Content is for internal training purposes only. Any other use of any of the Training Content
including reproduction (for any purposes other than those noted herein), modification, distribution, or
republication, without the prior written permission of Ogier Group is strictly prohibited, and is a violation of Ogier
Group's intellectual property rights.

2.2

In addition, you will not use (other than to the extent permitted by applicable law) any Training Content or othermaterials (of whatever nature) contained or capable of being downloaded from Ogier Global ESG Align –Understanding Risk to develop, design, produce, manufacture, sell and/or distribute any product of whatevernature nor will you permit any third party to do any of the above.

2.3

You must not sell on or share use of or access to Ogier Global ESG Align – Understanding Risk, or any part ofit, with any person.

2.4

You may not create a link to Ogier Global ESG Align – Understanding Risk from another website or document
without Ogier's prior written consent.

2.5

You must not use Ogier Global ESG Align – Understanding Risk or any of the Training Content in any way thatcauses, or may cause, damage to Ogier Global ESG Align – Understanding Risk or impairment of the availabilityor accessibility of Ogier Global ESG Align – Understanding Risk, or in any way which is unlawful, illegal, fraudulentor harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3Intellectual Property

3.1

Except as expressly provided, nothing contained herein shall be construed as granting to or conferring on you or
any third party any licence or right to Intellectual Property rights in the Training Content or Ogier Global ESG
Align – Understanding Risk.

3.2

Ogier Group shall retain all right, title, interest and Intellectual Property in and to the Training Content. You may
not share, distribute, sell or transmit the Training Content nor alter, modify or adapt the Training Content.

4

Content and Warranties

4.1

We do not represent or warrant that the Training Content will guarantee any Client, Client Entity or Authorised
Person to be qualified to meet any regulatory compliance requirements under any applicable law. Ogier Groupshall not be responsible for any failures of a Client, Client Entity or Authorised Person to comply with any
applicable regulatory requirement.

4.2

We do not represent, guarantee or warrant (whether express or implied at law) that Ogier Global ESG Align –Understanding Risk, the Content will be complete, error-free, accurate, up to date, reliable, uninterrupted, free ofviruses or other harmful components.

4.3

You acknowledge and agree that we shall not be bound by the Training Content and that we reserve the right at
any time to change, update, edit, move or remove or limit access to the Training Content or any part of it without
notice. Any Content accessed or provided is for your information only, shall not be construed as providing any
advice and should not be relied upon in the making or refraining from making any decision or taking or refraining
from taking any action.

4.4

Notwithstanding the foregoing, any reliance placed upon any part of the Training Content is at your risk.

5

Liability and Disclaimer

5.1

To the fullest extent of law, we:(a)expressly disclaim all warranties, including the warranties as to satisfactory quality and fitness for a particularregulatory compliance 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 out of or any way related to any Client, Client Entity's or any Authorised Persons
regulatory compliance obligations;

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(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 – Understanding Risk or the Training Content; and(d)shall not be liable to you or any third party for any special, direct, indirect, incidental, punitive orconsequential damages of any kind whatsoever in any way due to, resulting from, or arising in connection
with the use or the inability to use Ogier Global ESG Align – Understanding Risk or the Training Content or
arising from any delays, inaccuracies, errors in, or omission of any Training Content, or for any actions taken
or not taken in reliance on the Training Content or by reason of non-performance or interruption, or
termination of access to Ogier Global ESG Align – Understanding Risk or the Training Content.

5.2

Any Assessment Certificate generated as a result of your use of Ogier Global ESG Align – Understanding Risk
does not constitute legal or regulatory advice and no reliance may be placed on it. Any such Assessment
Certificate is intended for guidance only and, where necessary, independent legal or regulatory advice should
be sought.

5.3

Any Continuing Professional Development (CPD) certificate issued by Ogier Global to the Authorised Person(s)is evidence that the individual (who has completed the relevant course) has, to the satisfaction of the Client,undertaken the training and passed their own assessment criteria. Any CPD certificate issued by Ogier Global
is not to be confused with any governmentally recognised qualification and as such should not be regarded as
certifying competence in performing a particular role, treatment or activity so may not be sufficient to obtain
liability insurance.

6

Indemnity

6.1

You agree to indemnify, keep indemnified and hold harmless all members of the Ogier Group and its partners,
directors, officers, employees, consultants and agents (together the Indemnified Parties) from and against all
claims, demands, legal fees, damages, liability, losses, penalties, liabilities, costs and expenses (whether or notforeseeable or avoidable) incurred or suffered by any Indemnified Party arising out of your access to, use of, or
as a result of your conduct in connection with, Ogier Global ESG Align – Understanding Risk or the Training
Content or arising out of any breach by you of any provision of these Terms and Conditions.

7

Access to and Use of Ogier Global ESG Align – Understanding Risk

7.1

You undertake to take all reasonable actions to prevent unauthorised access to Ogier Global ESG Align –Understanding Risk, including taking all reasonable measures to ensure the security of your Security Information.

7.2

Certain links on Ogier Global ESG Align – Understanding Risk may lead to sites maintained by third parties overwhich Ogier has no control. Ogier Group makes no representations as to the operation, accuracy, completenessor any other aspect of the information contained on such third party sites (or sites linked to such sites) and shallnot be liable for any loss or damage arising from your reliance upon such information.

7.3

In accessing those third party sites you may be subject to terms and conditions other than these terms andconditions and that these terms and conditions will not apply to such websites.

8

Confidentiality

8.1

Subject as provided below, you undertake to treat all Training Content, and any and all information which has
been or may be derived from or obtained from any such Training Content, as confidential.

8.2

The above provisions do not apply to any Confidential Information which you can prove:(a)is already known to the recipient;(b)

is, or becomes, generally available to the public other than as a direct or indirect result of the information
being disclosed by breach of these Terms and Conditions; or(c)is required to be disclosed under any applicable law or regulation, any order of a court with jurisdiction
or pursuant to any direction, request or requirement (whether or not having the force of law) of any
governmental, regulatory or supervisory body.

9

Data Protection and Privacy Policy

9.1

In making Ogier Global ESG Align – Understanding Risk available for your use, Ogier Group is a data controller
and may collect, process and store materials, data (including Personal Data), information and content relating toyou. Your Personal Data will be processed in accordance with the Ogier Privacy Policy which is available here.

10

GeneralInvalidity and Severability

3 OgierIf any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part under any
enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this Agreement but thelegality, validity and enforceability of the remainder of this Agreement shall not be affected.
Governing Law and Jurisdiction
This Agreement and all matters arising from shall be governed by and construed in accordance with the laws of Hong
Kong without giving effect to any principles of conflict of law. You hereby irrevocably agree that the courts of Hong Kongare to have exclusive jurisdiction in respect of any disputes which may arise out of or in connection with this Agreement,
the Terms and Conditions or Ogier Global ESG Align – Understanding Risk. You hereby agree that the place ofperformance of this Agreement is Hong Kong.
Assignment
Ogier Group may assign its rights and obligations under the Agreement and upon any such assignment it shall be relievedof any further obligation hereunder.
Termination and Suspension
Any member of the Ogier Group may immediately suspend or terminate your right to access and use of Ogier Global ESG
Align – Understanding Risk without notice or warning if, in its sole discretion, it considers that you have acted in breach of
any of the Terms and Conditions or that there is a risk that you may. This is without prejudice to any other rights andremedies that Ogier Group may have.
Ogier Group also reserves the right to change, suspend or discontinue any aspect of Ogier Global ESG Align –Understanding Risk, including the availability of any feature, information or content or restrict your access to any or allparts of Ogier Global ESG Align – Understanding Risk at its discretion without notice or liability at any time.
Changes to Terms and Conditions
We may at any time and from time to time change, alter adapt, add or remove portions of these Terms and Conditions
and, if we do so, will post any such changes on Ogier Global ESG Align – Understanding Risk. Your continued use ofOgier Global ESG Align – Understanding Risk following any such change shall be deemed and constitutes youracceptance of those changes and you acknowledge and agree to be bound to the current version of the relevant Terms
and Conditions at all times and that unless stated in the current version of the Terms and Conditions, all previous versions
shall be superseded by the current version.
Waiver
No failure of either party to exercise, and no delay by either party in exercising, any right, power or remedy in connection
to this Agreement (each being a Right) will operate as a waiver thereof, nor will any single or partial exercise of any Right
preclude any other or further exercise of such Right or the exercise of any other Right. Any express waiver of any breachof these Terms and Conditions shall not be deemed to be a waiver of any subsequent breach.
February 2023

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