General conditions of use

Online services - general conditions of use

Please read through these general conditions of use and confirm your acceptance before accessing any online services provided by Capita Registrars Limited, Capita IRG Trustees Limited or any subsidiary of Capita Registrars Limited (the "Online Services").

Introduction

These general conditions of use set out the terms and conditions on which you may use the Online Services provided by Capita Registrars Limited on behalf of a Company for which it (or its subsidiaries) acts as registrar or by Capita IRG Trustees Limited in respect of activities regulated by the Financial Conduct Authority. If you hold shares in a Company whose share register is maintained by a subsidiary of Capita outside the United Kingdom (such as the Channel Islands, Ireland or the Isle of Man) then Capita will be providing the Online Services as agent on behalf of such subsidiary.

These general conditions of use are legally binding on all users of the Online Services.

If you have any queries concerning the Online Services, you may contact the Capita Telephone Helpline.

Please note that some of the Online Services also have special conditions which apply in addition to these general conditions of use. If this is the case, you will be notified of those special conditions when you seek to connect to the particular Online Service.

1. Definitions

Some words and expressions used in these general conditions of use have particular meanings, as follows:

"Capita"
means Capita Registrars and/or CIRGT, as the case may be;

"Capita Registrars"
means Capita Registrars Limited, a company registered in England and Wales with registered number 2605568 and whose registered address is The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU;

"Capita Telephone Helpline"
means (i) if you hold shares in a company whose share register is maintained by a subsidiary of Capita in Ireland, +353 1 810 2400 (the helpline is open from 9.00 to 17.30 Monday to Friday excluding Irish bank holidays); or otherwise (ii) 0871 664 0391 (calls cost 10p per minute plus network extras), or +44 (0)20 8639 3367 if calling from overseas (the helpline is open from 9.00 to 17.30 Monday to Friday excluding English bank holidays);

"CIRGT"
means Capita IRG Trustees Limited, a company registered in England and Wales with registered number 2729260 and whose registered address is The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. CIRGT is a wholly owned subsidiary of Capita plc and authorised and regulated by the Financial Conduct Authority ("FCA") and is entered on the FCA register with registration number 184113. You can view the FCA register at www.fca.org.uk/register/ ;

"Company"
means the company of which you are a Holder, and in respect of which you make use of the Online Services;

"Constitutional Documents"
means the Company’s articles of association, bye-laws or other constitutional documents (as applicable), as amended from time to time;

"Data Protection Act"
means the Data Protection Act 1998 save where the Company's share register is maintained by a subsidiary of Capita outside the United Kingdom (such as the Channel Islands, Ireland or the Isle of Man) in which case the applicable equivalent data protection provisions in the relevant jurisdiction shall apply (in each case, as amended, supplemented or replaced from time to time);

"Electronic Commerce Act"
means the Electronic Commerce Act 2000 of Ireland as amended, supplemented or replaced from time to time;

"Holder"
means a shareholder or other person with an interest in the Shares;

"Identification Details"
means your activation code, username and Password as well as other means of online identification such as your Investor Code;

"Investor Code"
means the unique reference number issued to you, which can be found on your share certificate or tax voucher;

"Password"
means the password selected by you when you first register to use the Online Services or any replacement password;

"Services Software"
means any computer software supplied by Capita to allow you to make use of any aspect of the Online Services;

"Shares"
means shares in the Company;

"You/your"
means any person or organisation which uses the Online Services; and

"Your System"
means the computer system (including hardware and software) used by you to access the Online Services.

2. Confirmations

By completing the signing-in process and/or using the Online Services, you agree that:

  1. you have read and have agreed to be bound by these general conditions of use;
  2. you are the Holder or attorney of the Holder with a valid, legal right to use the Online Services;
  3. if you are acting as an attorney, you have been duly appointed under a valid, legal power of attorney which gives you authority to use the Online Services in accordance with the terms of that power, and you have not received notice of revocation of such authority;
  4. where you are one of a number of joint Holders in respect of Shares:
    1. you have received all necessary authority as between you and any other joint Holder(s) to use, and are acting in accordance with the Constitutional Documents in using, the Online Services in respect of the relevant Shares;
    2. without limitation to the foregoing, you will not do any act or omit to do any act in respect of the Online Services which results in any communication from the Company not being sent to any joint Holders who is or are entitled to receive communications from the Company in respect of those Shares; and
    3. you agree to hold Capita fully indemnified against any claim made against them as a consequence of acting upon your instructions; and
  5. you are resident in the United Kingdom (which, for the avoidance of doubt, excludes the Channel Islands and the Isle of Man) or Ireland or have otherwise complied with all applicable legal requirements in any other jurisdiction which are necessary to allow you to lawfully use the Online Services.

3. Your responsibilities for security

  1. To enable you to use the Online Services, you must identify yourself using your Identification Details.
  2. You will be offered a limited number of attempts to enter your Identification Details correctly. If you fail to enter your Identification Details correctly within the number of attempts permitted, your right to use the Online Services may be withdrawn and your account cancelled. In such an event you will be able to re-register to use the Online Services via this website.
  3. You must keep your Identification Details secure, and not disclose them to anyone else. If you believe that someone else has obtained possession of any of your Identification Details, you should immediately notify Capita either by telephoning the Capita Telephone Helpline or in writing. You should then either request new Identification Details in writing or log onto the Online Services to change your Identification Details.

  4. You are responsible for all use made of the Online Services under your Identification Details. As such you should take adequate precautions, such as:
    1. not leaving Your System unattended while you are connected to the Online Services; or
    2. not using the Online Services from any computer connected to a local area network without first making sure that no-one else will be able to observe or copy your Identification Details or get access to the Online Services claiming to be you.
  5. If you are a company, you must ensure that only duly authorised employees are able to access the Online Services on your behalf and that they comply with all security requirements.

4. Communications by you made through the Online Services

  1. You agree that Capita is entitled to rely on the use of your Identification Details as adequate identification of you.
  2. Capita is entitled to act or refrain from acting in reliance on information provided or electronic messages given using the Online Services in conjunction with your Identification Details without obtaining any further written or other confirmation, even if those messages are not actually given or authorised by you, and shall have no liability for so acting or refraining to act.
  3. Capita will not be liable for any use of your Identification Details by persons who are not authorised by you.
  4. Reasonable steps have been taken by Capita to ensure that communications given via the Online Services are secure, including the use of encryption. However, electronic mail is not encrypted. You should be aware that the use of electronic communications is not a completely reliable or secure method of communication.
  5. Capita does not accept any responsibility if any email sent to you is intercepted, redirected, copied, corrupted or read by unauthorised third parties.
  6. If the Company is incorporated under the laws of Ireland, you confirm that neither the Company nor Capita are under any obligation (pursuant to the Electronic Commerce Act or otherwise) to provide an acknowledgement to you (whether requested by you or not) that any electronic communication sent by you and has been received by Capita and/or the Company.

5. Operation of the Online Services

  1. The Online Services will usually be available for use 24 hours a day. However the Online Services may be temporarily unavailable for a number of reasons, including, without limitation, routine and emergency maintenance, excess demand for the Online Services, failure of the internet and other circumstances beyond the control of Capita.
  2. Capita shall not have any liability to you for any non-availability or interruption in the operation of the Online Services or for any failure or delay of a communication. Just as with the conventional postal system, it is your responsibility to ensure that any communications are sent in sufficient time to be received within any deadlines.

6. Your system and services software

  1. Before choosing to use the Online Services, you should ensure that you have the appropriate equipment and computer capabilities sufficient for the purpose. You are responsible for ensuring that Your System is compatible with the Online Services.
  2. You are responsible for ensuring that Your System is free of any computer virus or other harmful code and adequately maintained in every way. Capita will not accept any message or instruction that you send using the Online Services if the message or instruction contains a computer virus or other harmful code. Any such message or instruction will be deleted.
  3. The Online Services are accessed through the internet, a public system over which Capita has no control, and you must therefore ensure that Your System is adequately protected from interference and against acquiring a virus or other harmful code through use of the Online Services. Capita takes all reasonable precautions to ensure that no viruses are present in any communication that is sent to you but Capita cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments sent to you. Capita recommends that you subject all messages to virus checking procedures prior to opening them.
  4. You are responsible for any internet access service through which you access the Online Services, including compliance with any terms and conditions applicable to, and payment of any charges connected with, any such service.
  5. Where the Online Services involves the provision by Capita to you of any Services Software, you are permitted to use such Services Software in machine-readable object code form only, on one PC only, and solely for the purposes of using the Online Services. All relevant intellectual property rights in the Services Software shall remain the property of Capita (or its licensors) and, save as expressly permitted by law, you may not copy, decompile or reverse engineer any Services Software for any purpose. If you become aware of any unauthorised use of any Services Software, you should immediately notify the Capita Telephone Helpline.
  6. If you access the Online Services from a country outside the United Kingdom, or any country which limits electronic communications of the kind contained in the Online Services, you are responsible for complying with the local laws of that country, including obtaining any license needed for the import of the Services Software (and, in particular, the encryption software which it contains) into that country, and agree that you will indemnify Capita against any loss which it may suffer as a result of your failure to comply with this obligation.

7. Relationship with other documents

  1. These general conditions of use do not in any way modify the provisions of the Constitutional Documents.
  2. These general conditions of use do not in any way modify the provisions of any other agreement you may have with Capita regarding the Shares.

8. Services quality: recording your calls and electronic messages

  1. To protect Capita, Holders and the Company, and to help resolve any disputes:
    1. Capita may record phone conversations with you, and keep such recordings for a reasonable period of time; and
    2. Capita may keep a record of all appointments and messages given by you via the Online Services.

    Capita may retain such records for the purpose of using the same in evidence in the event of a dispute in relation to your instructions.

  2. Capita may monitor calls to it in order to assess and improve the quality of the Online Services.

9. Use of any data collected about you in connection with the Online Services

  1. Use of the Online Services may involve the collection of limited information about you, such as your name, postal address, email address and records of the kind referred to in Clause 8.
  2. The Data Protection Act provides protection to individuals by governing, amongst other things, the way in which personal data is held and used. Individuals are also afforded rights of access to such information held about them.
  3. Capita will process your personal information in accordance with the principles of the Data Protection Act.
  4. By using this website or the Online Services, you agree that Capita, may:
    1. keep personal details which you or others give it, and any information that it knows from running your account on a database, and use such information to provide the Online Services; and
    2. disclose information concerning you to (i) the Company, (ii) any relevant business unit within Capita or any of its affiliates (which includes Capita plc and all of its direct and indirect subsidiaries) (together, the "Capita Group") to the extent necessary to accommodate your request, (iii) any person with legal, administrative or regulatory power over the Company or the Capita Group (such as the police, SFO etc) and (iv) any other third parties who are involved in carrying out functions related to the Online Services (including, without limitation, Euroclear UK and Ireland Limited or any other clearing house or securities depository) or any ancillary services, which may disclose the information to legal, administrative or regulatory authorities as appropriate;
  5. By using this website or the Online Services, you agree that Capita, may share your information may be shared with subsidiaries of Capita plc who are involved in carrying out functions related to the Online Services or any ancillary services including such subsidiaries which are outside the EEA in countries which do not have similar protections in place regarding the information and its use. Capita shall ensure that any such subsidiary has put in place proper security measures to ensure at least the same level of protection of the personal data as is required under the Data Protection Act 1998.

10. Share balance information

  1. Any balance of Shares shown as being held by you does not include any transaction which may be in the course of processing. In this context, the information shown is indicative only and should not be relied on to support any contemplated transactions.
  2. Please note that if you have holdings of Shares using different names or registered to different addresses, the Online Services will not necessarily make any link between them or amalgamate them in any way. If you want more information about changing the name and address for all such holdings, you will need to contact the registrar of the Company’s share register directly and complete the appropriate forms.

11. Share prices

  1. In respect of any Shares listed on the London Stock Exchange:
    1. During normal market hours (08:00 - 16:30), the price quoted is the mid price, which is the halfway point between the buying and selling prices. The service is updated approximately every 15 minutes.
    2. At the close of business, the price quoted is the closing price based on the last executed trade price.
  2. In respect of Shares listed on any other market, Shares shall be valued using such price feeds as Capita may determine from independent market makers or dealers.
  3. In respect of unlisted Shares, if an indicative price is provided, such price will be provided by the Company and will usually be based on an independent valuation procured by the Company.
  4. If Capita determines that valuation is not available from such sources or it is inappropriate to use such sources, the Shares may be valued at such value as Capita considers fairly reflects their current value.

However in all cases, Capita cannot be held responsible for any inaccuracy in the data displayed or for how you use it. The price shown is indicative only - prices may go up as well as down. The share price data supplied is not an invitation to trade, nor is it a recommendation to buy, sell or hold Shares.

12. Corporate events

  1. Your Company may, from time to time, announce a corporate event, including, but not limited to, a rights issue or a reorganisation.
  2. If, pursuant to such an event, the Company offers you any facility to participate in the event through the Online Services, special conditions may apply to the corporate event in addition to these general conditions of use. If this is the case, you will be notified of those special conditions when you seek to connect onto the particular Online Service.

13. eProxy voting

  1. If your Company has chosen to provide you with the facility to electronically appoint a proxy to attend and vote at a meeting of the Company ("eProxy Voting") you may do so by using the Online Services.
  2. Appointments of proxy for a general meeting of the Company must be received by Capita by no later than the closure time and date for the receipt of appointments of proxy for that meeting, as laid down by the Company. This will appear on the formal notice of meeting, accompanying documentation and also may be shown on the Company’s website. Once the closing time and date has passed it will no longer be possible to appoint a proxy for that meeting using the Online Services.
  3. The Constitutional Documents may set out rules as to priority to be given as between two or more valid but differing appointments of proxy received in respect of the same Share for use at the same meeting. In some instances it may be that the receipt of conflicting proxies will result in none of them being treated as valid in respect of that Share. It is your responsibility to ensure that your proxy is validly appointed.
  4. If conflicting instructions or appointments are given by joint Holders, the Constitutional Documents and/or any other agreement you may have with Capita regarding the Shares will decide which prevails.
  5. If you appoint a proxy using the Online Services, the appointment is treated as received when it is recorded by Capita’s server in a way capable of being reproduced in legible form.
  6. The Online Services cannot be used to appoint a proxy for part of your Shares.
  7. Neither Capita nor the Company will be under any obligation to accept through the Online Services an appointment that is conditional.
  8. You will only be able to use the Online Services to appoint a proxy once you have confirmed your identity by entering your Identification Details. Additionally, Capita shall be entitled (but not obliged) before acting on a message to perform further checks as to whether it has been properly authorised by you, including requiring a written confirmation of an appointment.
  9. If you wish, you can use the Online Services to advise whether you intend to attend the meeting in person.
  10. Capita will not have any liability for proxy appointments accepted or rejected via the Online Services in good faith.
  11. The Constitutional Documents may impose further requirements as to authentication of an appointment of proxy and other limitations, restrictions or conditions (in some instances at the Company's directors' discretion), in which case your appointment of proxy shall only be valid once such requirements have been satisfied.

14. eComms service

  1. If your Company has decided to offer you the possibility of receiving communications electronically, rather than through the conventional postal system (the "eComms Service") you can take up this option by selecting to receive company communications via email. It will be your responsibility to ensure that the details of your email address are accurate and that any change in your e-mail address is notified immediately to Capita.
  2. The eComms Service does not discriminate between Holders of the same class and is available to all such Holders on equal terms. Please note, however, that it is for the Company to decide which electronic functions are to be made available to which classes of Holder.
  3. The eComms Service is aimed at individuals with UK or Irish registered holdings and may not be available to persons outside of the UK and Ireland or persons in countries which do not permit electronic communications from companies. We may from time to time notify you of the geographical limits on the availability of the eComms Service. In every case, it is your responsibility to ensure that the use of the eComms Service is legal in your country of residence and that you comply with all local legal requirements.
  4. Should the Company decide to communicate with you (or certain categories of Holders) electronically your selection of the eComms Service option will be taken as indicating your election to receive such communications in an electronic format. This mailing preference will be applied to any communication in respect of the Company where electronic mailing is offered (for example, depending on the Company, communications such as notices of general meetings and annual report & accounts). Where electronic mailing is not offered or for certain communications which must be sent in paper form, you will continue to receive them via mailings from the Company by post. It will be at the discretion of the Company as to what communications are sent electronically to Holders.
  5. If at any time in the future, you decide that you no longer wish to receive communications electronically, you should de-select the eComms Service option on this website.
  6. You must ensure that the email address notified to Capita is maintained and in operation and that you check your email account regularly for new eComms Service messages.
  7. After you have selected the eComms Service option, you will receive either a notification by email (a "Notice of Availability") or such other document as may be involved, informing you that documents have been issued by the Company and are available to be viewed or downloaded from a specified web site address or attaching the relevant documents issued by the Company.
    1. On receipt of a Notice of Availability, you should connect to the specified web site address notified to you and access the relevant documents.
    2. If the relevant documents have been attached to the email you receive, you should open the attachment to access the relevant documents.
    3. You agree that Capita is not required to give any further notice to you, nor actually physically send or post the documents to you (subject to clause 14.11).
  8. From time to time the Company, Capita or Capita’s affiliated companies may wish to advise you of other services and/or products. When selecting the eComms Service option on this website, you may see a box which allows you to choose whether or not to receive such information. You may change your choice at any time on this website. Please note that if you have elected not to receive any marketing material (or if you do so in the future) in connection with any other agreements with the Company, this will not automatically cancel the choice on this website until you also cancel your consent to receive any marketing within this website.
  9. You should note that, under these general conditions of use, Capita’s obligations will be satisfied when it sends the Notice of Availability or such other document as may be involved, to the email address supplied by you. Please also note that notices or other documents are deemed to have been sent when they or the relevant Notice of Availability are first transmitted, irrespective of when they are received.
  10. If Capita becomes aware that an electronic notification to you has not been successfully transmitted, and subsequent attempts do not remedy the situation, we will send you a paper copy of the communication to which it relates by post. It is your obligation to ensure that the details of your email address are accurate and that any change in your e-mail address is notified immediately to Capita.
  11. Your election to receive the eComms Service and your relevant contact details will stand until such time as the Company, or Capita on behalf of the Company, receives directly alternative instructions from you in the appropriate form.
  12. If the Company is incorporated under the laws of Ireland and you have elected to receive the eComms Service, you:
    1. authorise and consent (in accordance with the Electronic Commerce Act) to Capita and the company communicating with you by means of electronic communication, including e-mail, in accordance with the Electronic Commerce Act;
    2. where information is communicated electronically to you, waive any entitlement to receive such communication by post, facsimile transmission or any other mode of transmission other than as specifically provided for in these general conditions of use;
    3. acknowledge that an e-mail communication sent to you by Capita and the Company constitutes effective receipt by you of the document referred to therein for the purpose of the Irish Companies Act 1963 - 2003 (in each case , as amended, supplemented or replaced from time to time), Electronic Commerce Act or any other applicable legislation; and
    4. acknowledge that all decisions in relation to the method of presentation and methods and periods of retention of the information communicated to you electronically by means of the Online Service are at the discretion of Capita and/or the Company. You further acknowledge that it is your responsibility to obtain a copy, if so desired, of such information during the period in which it is accessible through the Online Service.

15. Liability

  1. Notwithstanding any other provision of this Agreement, but subject to clause 15.7, Capita accepts no liability for any type of special, incidental, indirect or consequential damage or loss suffered by you (or any loss of profits, opportunity or goodwill).
  2. Please note that any information regarding the number of Shares or the price of the Shares, as displayed on this website or mentioned in an electronic communication to you, is not guaranteed to be accurate or up-to-date. Capita accepts no liability for any loss or damage of any kind arising from any inaccuracy or omission on this website or from reliance upon any information contained herein or in electronic communications.
  3. Nothing contained on this website constitutes or is intended to constitute an offer to sell any product or service from the Company or Capita, nor does it amount to the solicitation or invitation of an offer to buy such products or services. It further is not intended as a recommendation, advice, advertisement, inducement or offer to invest, deal, buy, sell or hold any securities of the Company and does not constitute an offer to sell or the solicitation of an offer to buy such securities.
  4. To the full extent permitted by law, all warranties, whether express or implied which are not set out in these general conditions of use are hereby excluded.
  5. If you are dissatisfied with the Online Services or any content or material provided, you should discontinue use of the Online Services.
  6. If any term or provision of these general conditions of use is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of these general conditions of use, but such term or provision shall be deemed modified to the extent necessary in the court's opinion to render such term or provision enforceable.
  7. Nothing in this agreement shall exclude or limit the liability of any person for:
    1. death or personal injury resulting from the negligence; or
    2. any losses or expenses suffered by you as a direct result of the negligence, wilful default or fraud of such person; or
    3. any other liability which cannot be excluded or limited by law, including FCA rules and the Financial Services and Markets Act 2000, where applicable.

16. Replacement conditions

These general conditions of use replace all previous general terms and conditions relating to the Online Services. Capita may amend these general conditions of use from time to time; any such amendment shall take effect from when they are displayed on this website in place of the then current general conditions of use.

17. Law and jurisdiction

These general conditions of use and any contractual or non-contractual claim or dispute arising out of or in connection with these general conditions of use will in all respects be governed and construed in accordance with English law, and the parties hereby submit to the exclusive jurisdiction of the English courts in relation to any claim or dispute arising out of or in connection with these general conditions of use.

A service provided by Capita Registrars Limited and Capita IRG Trustees Limited (company details of each are specified in the legal statement)