Ogier Global ESG Align – Understanding Risk
Terms and Conditions
Addendum to Terms and Conditions of Business – Sustainable Investment Consulting

1

Introduction and Definitions

1.1

Unless otherwise defined herein or in theAuthorised Person T&C link, defined terms shallhave the same meaning as set out in the Ogier
Global Terms and Conditions applicable to you
and which are available here.

non-transferable, revocable, limited license tothe Client, Client Entities and each Authorised
Person to use of and access to Ogier Global
ESG Align – Understanding Risk in accordancewith these Terms and Conditions.
4System Administrator

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 Training.

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.

2

Application of Terms and Conditions andVariation

4.2

2.1

These Terms and Conditions apply to theoperation and access to Ogier Global ESG Align- Understanding Risk training and should be readin 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 – Understanding
Risk - Terms and Conditions and any ClientAgreement, the terms of the Client Agreement
shall prevail.

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.

2.2

Provision of access to Ogier Global ESG Align
Understanding Risk 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 –Understanding Risk. Such terms and conditions
are incorporated herein by reference. In theevent of any inconsistency between the Ogier
Global ESG Align – Understanding Risk Termsand Conditions and the Authorised PersonTerms and Conditions, the terms of the Ogier
Global ESG Align – Understanding Risk Termsand Conditions shall prevail.

3Grant of Licence

3.1

In connection with the provision of access toOgier Global ESG Align – Understanding Risk asa Service, Ogier shall grant a non-exclusive,

1 Ogier

5

Authorisation of Authorised Persons

5.1

You authorise Ogier Global to allow Authorised
Persons to use and access Ogier Global ESG
Align – Understanding Risk. By authorising Ogier
Global to allow Authorised Persons to use andaccess Ogier Global ESG Align – Understanding
Risk, you are agreeing to those AuthorisedPersons having access to the Training 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 or
restricting 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 – Understanding Risk or the Training
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 – Understanding
Risk or the Training Content or arising from any
delays, inaccuracies, errors in, or omission ofany Training Content, or for any actions taken
or not taken in reliance on the Content or byreason of non-performance or interruption, ortermination of access to Ogier Global ESG Align– Understanding Risk or the Training Content.

6.2

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

6.3Any Continuing Professional Development(CPD) certificate issued by Ogier Global to theAuthorised Person(s) is evidence that theindividual (who has completed the relevantcourse) 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 assuch should not be regarded as certifying
competence in performing a particular role,
treatment or activity so may not be sufficient toobtain liability insurance.

7Termination7.1

The provision of access to Ogier Global ESG
Align – Understanding Risk may be terminatedby Ogier immediately upon notice to you and2 Ogier

shall automatically terminate upon termination ofthe 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.

February 2023