1. INTRODUCTION
These terms and
conditions ("this agreement") set out your rights and obligations in
connection with your use of the Shareview Service which we make available
through the Shareview Website. All the terms of this agreement are legally
binding, so please read them through carefully.
You can use the Shareview
Service to access information about certain securities for which we act
as Registrar and which you hold. You can do this by recording details of your
eligible interests in such securities as ‘Holdings’ in a
Shareview Login which you create in the manner described in this agreement.
For convenience, you can
also use the Shareview Service to store details of securities (whether or not
we are the Registrar) as ‘Memorandum Entries’.
This agreement:
·
if you are an
existing customer, replaces all earlier terms and conditions relating to the
Shareview Service except where we advise you otherwise;
·
should be read
together with Limitations of Service which as explained below sets out
certain limitations that apply to the Shareview Service and other matters that
you should take into account when using the Shareview Service.
In the last section you
will find definitions of some of the words and phrases used in the rest of this
agreement.
2. APPLICATION
2.1. The information
relating to the Shareview Service on the Shareview Website constitutes an
invitation by us to you to apply for the Shareview Service. For the avoidance
of doubt, this information is not an offer by us to contract with you to
provide the Shareview Service to you and we are not bound to accept or consider
any application submitted to us.
2.2. In order to register
for the Shareview Service, you must:
·
be aged 18 or
over (this requirement does not apply if the applicant is a company);
·
have sufficient
access to the internet to the standards set out in the Technical Help
section of the Shareview Website;
·
enter valid
details of a company for which we are the Registrar and in respect of which you
are recorded by us as having a holding either alone or, if you hold it jointly
with others, as the first named holder (this will be your first Holding); and
·
choose a
Password.
2.3. The Shareview
Service is aimed at individuals with UK registered holdings and may not be
available to persons outside the UK. We may from time to time notify you
of the geographical limits on the availability of the Shareview Service.
2.4. When you complete
all the details requested in the online application form Enter your details
and click the ‘GO’ button you:
·
confirm that you
have read and have agreed to be bound by the terms and conditions of this
agreement;
·
confirm that
where joint holdings of securities are affected, you are acting with the
consent of all joint holders;
·
make an offer to
apply for the Shareview Service on the terms of this agreement.
2.5. Your Access Number
will be sent by post to the address to which the securities entered as
Holding(s) in your Shareview Login are registered.
2.6. The exact form of
name and registered address which are recorded in the relevant register of
securities (as amended, from time to time, in accordance with your instructions
to us backed by the appropriate documentation) for the first Holding of which
you provide us with details under Clause 2.2 when registering for the Shareview
Service are referred to in this Agreement as your “Shareview Login Name
and Address”. This will be used to send you essential information such as
notification of your unique Access number, or a subsequent reminder. Therefore
it is important that you keep this up to date. In the event that you remove the
Holding on which your Shareview Login Name and Address is based from your
Shareview Login (e.g. by sale of the securities), your Shareview Login Name and
Address will be the exact form of name and address which are recorded in the
relevant register of securities for the Holding which has been in your
Shareview Login longer than any of your other remaining Holdings. If you have
holdings of securities using different names or registered to different
addresses, you can register separately for the Shareview Service against each
separate name and/or address, but please note that our system will treat each
such separate registration as being a separate Shareview Login entered by a
different person and will not make any link between them or amalgamate them in
any way. If you want more information about changing the name and address
against which any securities you hold are registered, please contact us using
the telephone number or postal address in the Contact Us section of the
Shareview Website.
3. YOUR E-MAIL ADDRESS
3.1. You must register an
e-mail address to register for the Shareview Service. You must ensure that you
update your Shareview Login immediately with any change in your e-mail address
by using the facility in the ‘Your Details’ section of the
Shareview Website.
3.2. You can use the
Shareview Service to notify us of your preferred format for company mailings.
If you select the e-mail preference, we will send you mailings electronically
instead of on paper, whenever this alternative is available. If you have any
Holdings in your Shareview Login which relate to securities which you hold
jointly with others you must not select the e-mail preference unless you have
the consent of all of the other joint holders of those securities. This mailing
preference will be applied to all Holdings in your Shareview Login where
electronic company mailings are offered. Where electronic mailings are not
offered you will continue to receive these by post. Please note: if you
want to indicate an e-mail preference for some Holdings and a conventional mail
preference for others, you will need to have two separate registrations for the
Shareview Service for those Holdings, select different preferences for each and
allocate your securities between the two registered Shareview Logins according
to which you want to operate on an e-mail preference basis and which on a
conventional mailing preference basis. Please also note, however, that if you
do this, our system will treat each such separate registered Shareview Login as
being registered by a separate person and will not make any link between them
or amalgamate them in any way.
3.3. Company mailings may
include notices of meetings, annual reports or reviews, dividend information or
notification of company schemes or products in which you may be interested. You
should note that e-mail is not a completely reliable or secure method of
communication and we cannot accept responsibility if information which you have
requested be sent to you by e-mail is lost in transmission.
4. ADDING HOLDINGS TO
YOUR SHAREVIEW LOGIN
4.1. A Holding is added
to your Shareview Login by selecting, from the list of securities for which we
act as Registrar, a named security in respect of which you are recorded by us
as having a holding either alone or, if you hold the security jointly with
others, as the first named holder. The name of the holder of any security to be
added to your Shareview Login (or the first named holder in the case of a joint
holding) and the post code of the address registered for the holder of that
security must match exactly your Shareview Login Name and Address.
4.2. We will update the
balance of your Holding(s) with acquisitions or disposals entered in our
records provided that those transactions are made using your Shareview Login
Name and Address. We may also update your Shareview Login Name and
Address to reflect any changes you notify to us (e.g. as a result of marriage)
with the necessary supporting documentation (e.g. a marriage certificate).
However, it is important for the purposes of security that you ensure that all
of your interests in securities represented by Holdings in your Shareview Login
are registered to the Shareview Login Name and Address. If at any time the name
and address in which a Holding is registered no longer corresponds with the
Shareview Login Name and Address we will notify you of this when you next
access your Shareview Login. Until you confirm the name and address of that
Holding with the Shareview Login Name and Address we will be able to update the
balance of that Holding only where the transactions are made in the name and
address of that Holding (transactions in those securities using the Shareview
Login Name and Address will not be noted in your Shareview Login).
4.3. If a Holding in your
Shareview Login is also held in another Shareview Login, we may notify you when
you next log on. You can then contact us if this is cause for concern using the
telephone number or postal address in the Contact Us section of the
Shareview Website.
4.4. You may add or
remove a Holding whenever you access the Shareview Service.
4.5. The Shareview
Service may also provide an Indicative Price for each Holding and certain other
information (e.g. recent dividends paid, recent balance movements, standing
instructions for the payment of dividends into a particular bank account, etc)
as we may from time to time make available as part of the Shareview Service.
5. ADDING A MEMORANDUM
ENTRY
5.1. You can choose from
a range of securities (which may be wider than those for which we act as
Registrar) to add a security as a Memorandum Entry to your Shareview Login, for
example where you wish to include a security in a company for whom we are not
the Registrar, or where you are not the first named holder or where you hold a
security under name or address details which are not the same as your Shareview
Login Name and Address.
5.2. We will not
update the balance of Memorandum Entries even where we are the Registrar in
respect of any of the relevant securities. You alone will be responsible for
maintaining the details of your Memorandum Entries.
5.3. You may add or
remove a Memorandum Entry whenever you access the Shareview Service.
5.4. The Shareview
Service may also provide an Indicative Price for each Memorandum Entry but the
other information which we provide in relation to Holdings (e.g. recent balance
movements, standing instructions for the payment of dividends into a particular
bank account, etc) will not be available for Memorandum Entries.
6. THE SHAREVIEW LOGIN
6.1. If for any reason
(for example in accordance with Clause 6.5) and at any time, all of your
Holdings have been removed from your Shareview Login:
·
you may continue
to use the Shareview Login for any Memorandum Entries you may have; but
·
your Shareview
Login Name and Address will no longer be updated; and
·
you may not be
able to add a new Holding in respect of a security for which we act as
Registrar; instead you will need to submit a new online application and open a
new Shareview Login.
6.2. Where joint holdings
are included in your Shareview Login, whether as Holdings or Memorandum
Entries, you must have the permission of all holders to input and access
information relating to those joint holdings.
6.3. You have the
responsibility for maintaining your Shareview Login, adding or removing
Holdings and Memorandum Entries as appropriate. The Shareview Login is not a
register of legal ownership of securities but is simply a convenient means of
displaying information about some of the securities you hold.
6.4. If you do not logon
to the Shareview Service for 18 months, your Shareview Login may be deleted and
your use of the Shareview Service may be terminated.
6.5. If the balance of securities
represented in a Holding in your Shareview Login stays at zero for one month,
the details of that Holding may be removed from your Shareview Login. Any new
acquisition of such securities will then have to be added to your Shareview
Login in the way described in Clause 4.1.
7. LIMITATIONS ON THE
SHAREVIEW SERVICE
7.1. It is important to
remember that the balance of your holdings shown under any Holding or
Memorandum Entry in your Shareview Login will not always reflect your actual
holding.
7.2. The accuracy of the
Indicative Price for any one of your Holdings or Memorandum Entries, or the
Indicative Value of the Shareview Login, depends on the accuracy of the
Shareview Login, the individual Holdings and Memorandum Entries and the price
information we receive. This price information is not real time. You MUST NOT
use the Indicative Price or the Indicative Value as the basis of a decision to
deal or not to deal in securities.
7.3. In Limitations of
Service you will find a full explanation of these and other limitations on
the accuracy of information made available to you through the Shareview
Service.
7.4. You can obtain an
accurate statement of your holdings in respect of any Holding as at any
particular day by writing to us at the address given in the Contact Us
section of the Shareview Website quoting the name of the security, your
shareholder reference number or unique reference number and your name and
address.
7.5. You can obtain an
accurate statement of your holdings in respect of any Memorandum Entry as at
any particular day by writing to the registrar of the relevant security quoting
the name of the security, your shareholder reference number or unique reference
number (if any), your name and address and any other information that the
registrar may require.
8. USEFUL INFORMATION
8.1. Useful information
is available through the main menu and includes Important Information,
how to Update Details, Frequently Asked Questions (FAQs), Contact Us
and Technical Help.
9. YOUR
RESPONSIBILITIES FOR SECURITY
9.1. To ensure that you
alone are able to access your Shareview Login and give instructions concerning
your Shareview Login through the Shareview Service, you must keep strictly to
the following security procedures.
9.2. To enable you to use
the Shareview Service, we will give you your Access Number and you must choose
your own Password. These are your security codes and both will be used to
identify you whenever you access the service.
Safeguarding your
Passwords
9.3. Your Password must
be at least 4 and no more than 8 characters long using any combination of
letters and numbers. You must change your Password each time you are required
to do so. You must not choose a Password you have used at any time before. You
can also change your own Password and we advise you to do so regularly.
9.4. Whenever you choose
a Password, you must take care not to choose a combination that is likely to be
guessed by anyone trying to access the Shareview Service pretending to be you:
for example, you should avoid your own or a relative's birthday, a child's name
or initials, or any part of your telephone number.
9.5. You must take all
reasonable steps to ensure that any Password stays secret. You must not
disclose any details of any Password to someone else, even to someone who
jointly holds shares in your Shareview Login, or to a Bank staff member, or to
someone giving assistance on a technical helpdesk in connection with the
Shareview Service.
9.6. You must not record
your Password or Access Number in a way that could make it recognisable as
such.
9.7. If you discover, or
suspect that your Access Number and/or Password is no longer secret, you must
immediately change your Password yourself through the Shareview Service. If you
are unable to change the Password you should contact us using the telephone
number or address given in the Contact Us section of the Shareview
Website. If you suspect misuse of your Shareview Login, you should contact us
using the telephone number or address given in the Contact Us section of
the Shareview Website and we may then suspend use of your Shareview Login.
Other Security
safeguards
9.8. You must not allow
anyone else to operate the Shareview Service on your behalf.
9.9. You must not leave
your system unattended while you are online to the Shareview Service.
9.10. You must not access
the Shareview Service from any computer connected to a local area network (or
LAN) without first making sure that no one else will be able to observe or copy
your access or get access to the Shareview Service pretending to be you.
9.11. You must comply
with any other requirements designed to protect the security of your use of the
Shareview Service that are notified to you in any way.
9.12. If you are a
Company, it is your responsibility to ensure that only properly authorised
employees are able to operate the Shareview Service on your behalf and that
they comply with all the requirements designed to protect the security of your
use of the Shareview Service.
Forgotten Access
Number or Password
9.13. If you forget your
Access Number, you can order a reminder by entering the details of one of the
Holdings in your Shareview Login and your Password. The reminder will be sent,
by post, to the Shareview Login Name and Address.
9.14. If you forget your
Password, you can ask us to reset it by entering your Access Number. The new
Password will be sent by unencrypted e-mail to the e-mail address which you
have registered with us (you must then change the Password to one of
your own choosing). You should therefore keep your registered e-mail address up
to date but note that you will be required to provide your Password and Access
Number to change your e-mail address.
10. AUTHORITY TO ACT
ON YOUR INSTRUCTIONS
10.1. You agree that the
use of the Access Number and Password agreed between us for the Shareview
Service is adequate identification of you. We are entitled to act on your
electronic instructions with regard to the Shareview Login given using the
Access Number and Password via the Shareview Service, without obtaining any further
written or other confirmation from you and even if those instructions are not
actually given or authorised by you (except where the instruction is given after
you have notified us that you have discovered or suspect that the Access Number
and/or Password is known to someone else in accordance with Clause 9.7).
10.2. An instruction may
not always be processed as soon as it is given. Time may be required for some
instructions to be processed and certain instructions may only be processed
during normal business hours even though the Shareview Service may be
operational outside such hours.
11. OPERATING TIMES
CHANGES OR DISRUPTIONS
11.1. The Shareview
Service will usually be available for use 24 hours a day or at other times
notified to you. However routine maintenance requirements, excess demand on the
systems and circumstances beyond our control may mean it is not always possible
for the Shareview Service to be available at all times. In connection with the
Shareview Service, we are entitled at any time to:
·
change the mode
of operation or the facilities available, or
·
end the
provision of the Shareview Service.
If we decide to change or
end the Shareview Service, we will try to give you 30 days’ notice, or
whatever shorter notice period may be reasonable in the circumstances. See also our right to make changes to
these terms and conditions in Clause 16 below.
12. SHAREVIEW SERVICE:
THE SOFTWARE AND HARDWARE
Software compatibility
12.1. Each time you
access the Shareview Service, it may automatically provide your System with the
Shareview Service Software necessary to enable you to access and operate the
Shareview Service. Alternatively the Shareview Service Software may be supplied
to you in some other way. It is your responsibility to ensure that the
Shareview Service Software that is supplied to you is compatible with a
computer or other device from which you access the Shareview Service and any
software on that computer or other device.
Protecting against
viruses
12.2. You must take all
reasonable practicable measures to ensure that any computer or other device
through which you access the Shareview Service is free of any computer virus
and is adequately maintained in every way. The Shareview Service can be
accessed through the Internet, a public system over which we have no control:
you must therefore ensure that any computer or other device you use to access
the Shareview Service is adequately protected against acquiring a virus.
Using other people's
computers
12.3. You must not access
the Shareview Service using any computer or other device which you do not own
unless you have first obtained the owner's permission. If you breach this rule,
you must compensate us for any loss we suffer as a result.
Access through third
party services
12.4. We cannot be
responsible for:
·
any services
through which you access the Shareview Service that are not controlled by us,
and
·
any loss you may
suffer as a result of your using such a service.
You must comply with all
the terms and conditions of such a service and pay all the charges connected
with it.
Ownership rights in
connection with the Shareview Service Software and other information
12.5. By supplying you
with the Shareview Service Software to access the Shareview Service, we are
granting you a non-exclusive, non-transferable, temporary licence to use the
Shareview Service Software for the purpose of accessing the Shareview Service,
and for no other purpose. The Shareview Service Software and all other material
and information supplied to you, including User Guidance, contains valuable
information that belongs to ourselves or others. You must not, and you must not
permit any third party to:
·
use them except
in connection with operating the Shareview Service, or
·
take copies,
sell, assign, lease, sub-licence or otherwise transfer them to any third party,
or
·
try to
decompile, reverse engineer, input or compile any of the Shareview Service
Software.
12.6. The Shareview
Service is aimed at holders using a UK registered postal address. If you access
the Shareview Service from a country outside the UK, you are responsible for
complying with the local laws of that country, including obtaining any licence
needed for the import of the Shareview Service Software (and, in particular,
the encryption software which it contains) into that country.
13. THE EXTENT OF OUR
LIABILITY FOR YOUR LOSS OR DAMAGE
13.1. If we are liable
for any loss or damage to you as a result of your use of the Shareview Service,
except where fraud is involved, we shall only be liable for loss or damage
that, in the ordinary course of events, might reasonably be expected to result
from the circumstances in question for a normal user of the Shareview Service,
even if you have informed us or we ought to be aware of unusual circumstances
relating to you. Except where fraud is involved, we shall therefore not be
liable for any indirect, special or consequential loss (including direct or
indirect loss of profit). This
applies even when the loss or damage results from negligence on our part. 13.2.
We are not liable for any direct loss or damage to you as a result of making
the Shareview Service available to you, unless the loss or damage is directly
caused by our fraud, negligence or our deliberate default. Examples of
circumstances in which we will not be liable to you for loss or damage
resulting to you through the use of the Shareview Service include (but are not
limited to):
·
when there are
inaccuracies in your Shareview Login as a result of changes being made on the
basis of instructions given with your Access Number and Password but which are
not given by you or us (except where the instruction is given after you
have notified us that you have discovered or suspect that the Access Number
and/or Password is known to someone else in accordance with Clause 9.7);
·
when there are
inaccuracies in your Shareview Login which are a result of the limitations on
the Shareview Service explained in Limitations of Service;
·
any machine,
system or communications failure, industrial dispute or other circumstances
beyond our control that leads either to a Shareview Service being totally or
partially unavailable or to instructions given via the Shareview Service not
being acted upon promptly or at all;
·
your relying on
any financial information provided as part, or by means, of the Shareview
Service;
·
any misuse of your
System by yourself or anyone else other than us; and
·
any access to
information about your Shareview Login that is obtained by a third party as a
result of your using or applying for the Shareview Service (except where that
access is obtained as a result of our fraud, negligence or deliberate default).
14. IF YOU BREACH A
TERM OF THIS AGREEMENT
14.1. You must compensate
us for any loss we suffer as a result of you breaching any term of this
agreement.
15. ENDING YOUR USE OF
THE SHAREVIEW SERVICE
15.1. You may cancel your
use of the Shareview Service at any time by selecting 'Delete your Shareview
Login' listed under the administration section on the Shareview Service, or (if
this function is not available) by writing to us at Equiniti Ltd,
Implementation & Self Service Team, 54 Pershore Rd South, Kings Norton,
Birmingham, B30 3EP, providing details of your name, address (including post
code) and the companies you hold securities in.
15.2. We have the right
to end or suspend your use of the Shareview Service at any time. We will
usually give you at least 30 days’ notice. However, we may give you a
shorter notice period or none at all if we consider it necessary, for example,
because of security concerns.
15.3. We will be entitled
to end your use of the Shareview Service immediately if, in respect of any
security included in your Shareview Login which you hold jointly with others,
any joint holder objects to that holding being included in the Shareview Login.
16. OUR RIGHT TO MAKE
CHANGES TO THIS AGREEMENT
16.1. We have the right
to change the terms of this agreement at any time by displaying a message when
you visit the Shareview Website or by giving you notice either by post, by
e-mail or as explained in Clause 18.3 below. Such changes will only be made to:
·
comply with
changes in law or regulation
·
correct
inaccuracies, errors or ambiguities
·
take account of
any corporate reorganisation inside the Equiniti Group or a transfer of our
rights, benefits and/or obligations under these terms and conditions to a third
party, and/or
·
reflect changes
in the scope and nature of the service we are able to provide, having regard to
o
our agreements
with companies for whom we act as Registrar
o
the CREST rules
and regulations, and our CREST membership
o
our computer or
database systems
o
administrative
procedures and routines, and/or
o
market practice
and overall customer requirements.
16.2. We will use our
reasonable endeavours to give you 30 days’ notice as explained above before
any change takes effect. This
notice period maybe shorter, however, in some circumstances, including without
limitation:
·
where this is
necessary in order to protect the security of the Shareview Service;
·
in other
circumstances beyond our control; or
·
where you
register for the Shareview service at a time when we have already notified
other customers of a proposed change to this agreement, which will come into
effect in less than 30 days from the time you registered.
But please remember, you
have the right to end your use of the Shareview Service at any time, if you do
not like an alteration that we propose to make to these terms and conditions, by
following the procedure in Clause 15 above.
We may take your
continued use of the Shareview service after a change had been made as
explained above as your acceptance of the revised terms and conditions.
17. THE VALIDITY OF
THE TERMS OF THIS AGREEMENT
17.1. If one or part of
the terms of this agreement proves to be legally unsound or unenforceable in
any way, this will not affect the validity of the remaining terms in any way.
17.2. We believe the
terms of this agreement are fair to you and to us. If any one or part of them
proves to be not legally valid because it is unfair or for any other reason, we
are entitled to treat that term as changed in a way that makes it fair and
valid.
17.3. If we relax any of
the terms of this agreement once, this may be just on a temporary basis or as a
special case; it will not affect our right to enforce that term strictly again
at any time.
18. COMMUNICATIONS
BETWEEN US
18.1. Except for
situations where this agreement refers to your giving us notice by telephone,
you should give us any other formal notices in connection with the Shareview
Service in writing (in hard copy form) to: Equiniti Limited, Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6DA (or any other address we may let you have from time to time for this
purpose).
18.2. Electronic mail is
not a completely reliable or secure method of communication and you must not
use it for sending us notices in connection with the terms of this agreement.
18.3 We
will send you all notices and other documents relating to the Shareview service
electronically to the email address we hold for you (displayed on Shareview) or
by post to the Shareview Login Name and Address. We will also have a discretion to use
the Shareview Website to provide to you (together with other users of the Shareview
Service), general information or documents in the future. For example, we may use the website to
advise you of updates or amendments to these terms and conditions, rather than
having to send this type of information to you (and all other users of the
Shareview Service) individually by email.
19. OUR WEBSITE
ADVERTISING
19.1. From time to time
we may advertise our own products or Shareview Service, and those of other
companies including other companies in the Equiniti Group, on the Shareview
Website through which you access the Shareview Service or through the Shareview
Service itself. These advertisements are built into the Shareview Service and
cannot be suppressed. Accordingly, if, in connection with any other agreements
with us, you have asked us not to send you any marketing material (or if you do
so in the future), you agree that this restriction will not apply to
advertisements of this nature and consent to receiving them when accessing the
Shareview Website or the Shareview Service.
19.2. Products and
services advertised will only be available to you if you are resident in the UK
unless otherwise stated.
20. Protecting your
personal data
20.1 You agree that we may keep the personal
details that you or others give us during your relationship with us on an
Equiniti database. These details may include
·
information that
you or your agents give us on application forms, in letters, via electronic
messages or over the phone
·
what we know
from providing you with services and analysing the transactions you carry out
through us
·
information that
comes to us from credit reference and fraud detection agencies or services, and
registration or stockbroking industry exchanges
·
information we
receive from our client companies or their agents.
We may store, use and
process your personal information in order to
·
assess your
application participate in this service
·
provide you with
services
·
identify other
products and services that might be suitable for you
·
keep our records
about you up to date
·
check your
identity
·
prevent and
detect fraud and/or money laundering
·
recover debts,
and
·
carry out
research and statistical analysis about our services and how we might improve
them. Sometimes we may use an outside market research agency to do this for us,
in which case we undertake to ensure that they appropriately protect any
personal customer data we share with them.
Unless you tell us not
to, we may share your information with the Equiniti Group and we or they may
contact you by email (where this is permitted) or post about
·
Equiniti Group
products and services we believe may interest you. Our group includes all companies
with the Equiniti name and associated companies
·
selected
products and services from third party businesses we know and trust.
If you prefer not to
receive this kind of information, simply let us know by visiting www.shareview.co.uk/clients/shareviewoptout
20.2 Under the Data Protection Act 1998 you
are entitled to a copy of the information we hold about you on request, on
payment of a fee. If you think any information we hold about you is inaccurate,
do not hesitate to let us know so that we can correct it.
20.3 The information we hold about you is
confidential. We will only ever disclose it
·
at your request
or with your consent
·
in line with Clause
20.1 above
·
if the law
requires or permits disclosure, or there is a duty to the public to reveal it
·
if we are asked
to do so by the Financial Services Authority, the London Stock Exchange or any
other relevant regulatory authority or exchange in the UK or overseas
·
to investigate
or prevent fraud or other crimes
·
to the company
or companies for whom we act as Registrar so that they can update their own
records about you
·
to our agents
and others in connection with running accounts and other services for you
·
to any
individual or company to whom we propose to transfer our obligations and rights
in line with Clause 21 of this agreement
· if we cease to act as Registrar for one of the
companies in which you have a Holding and we are asked by that company to
provide them with your email address so that they (or their agent) can contact
you about the provision of an equivalent service by the new
registrar appointed by them. Your email address will only be used for
this purpose and appropriate safeguards will be put in place to protect your
personal data.
We may administer your
account and provide you with some services via agencies in countries outside
Europe, including Jersey and other countries such as India or the USA, where
data protection laws and standards differ from those in the UK. But even if we
are processing your personal details outside Europe:
·
there will
always be a contract in place to ensure that such information is appropriately
protected, and
·
we will continue
to be strictly bound by the UK’s Data Protection Act 1998.
20.4 In order to comply with UK money
laundering regulations, we may need to confirm your identity. To help us do
this, we may
·
make a search
with a credit reference agency, which will keep a record of that search and
will share that information with other businesses, and/or
·
ask you to
supply us with proof of identity.
This could lead to a
delay in carrying out an instruction you’ve given us, or not being able
to carry out an instruction at all. In any of these circumstances, we will not
be responsible for any resulting loss.
20.5 We may collect information via
‘cookies’ when you use our website. A cookie is a parcel of text
sent to your hard drive, containing information that can identify your
computer. Cookies do not contain any personal details unless attached to
information collected some other way – for instance, when you fill in and
send us an online application.
20.6 We monitor and record some phone calls
in case we need to check we have carried out your instructions correctly, to
help maintain our quality standards and for security purposes.
21. TRANSFERRING OUR
OBLIGATIONS
In accepting these terms and conditions
you agree that we may transfer our obligations under this agreement to any
other company, if that other company writes to you and undertakes to carry out
all our duties and obligations under this agreement. If it does so, you agree
that we will be released from all those duties and obligations that such
company has undertaken to carry out. We shall satisfy ourselves that any such
company is competent to carry out those functions and duties transferred and is
authorised to do so by the FSA, if such authorisation is required. As part of transferring our rights and
obligations to a third party, we may transfer all of the information we hold
under these terms and conditions to the third party or its agent. If you receive a written notice under
this clause, and you decide you wish to end this agreement, you may do so by
sending us instructions as explained in Clause 15. No charge will be payable by you for
this.
22. THE LAW COVERING
THIS AGREEMENT
This agreement is
governed by English law. Both parties agree to submit to the jurisdiction of
the English courts in connection with any dispute. This does not affect our
right to pursue our remedies in the courts of any other jurisdiction that is
appropriate.
23. DEFINITIONS: THE
MEANING OF SOME WORDS AND PHRASES USED IN THIS AGREEMENT
Some words and
expressions used in this agreement have particular meanings as follows:
the Equiniti Group means Equiniti
Limited, its subsidiaries and parent companies and any subsidiary of any of its
parent companies. The registered office of Equiniti
Limited is in England at Aspect House, Spencer Road, Lancing,
West Sussex BN99 6DA. Registered in England and
Wales, number 06208699
Holding means your interest in the ownership of a security
which you have entered into your Shareview Login as a Holding in accordance
with Clause 2.2 or Clause 4.1 and in respect of which you may use the Shareview
Service to receive the information and services referred to in Clauses 3.2 and
4
Indicative Price means, in respect of any Holding or Memorandum Entry
and any day, an approximation of the price of such security supplied for
indicative purposes only on the basis set out in Limitations of Service
Indicative Value means, in respect of the Shareview Login and any day,
an approximation of the value of such Shareview Login supplied for indicative
purposes only on the basis set out in Limitations of Service
Limitations of
Service means the information on
the limitations of the Shareview Service set out in the Limitations of
Service section of these Terms and Conditions between the definitions
section and the click acceptance box
Memorandum Entry or Memorandum
Entries means your interest in the ownership of a security which you
have entered into your Shareview Login as a Memorandum Entry in accordance with
Clause 5.1 and in respect of which you may use the Shareview Service to receive
the information and services referred to in Clause 5
Shareview Login means the collection of your interests in securities
represented by all of your Holdings and Memorandum Entries registered with us
through the Shareview Service in respect of a particular registration you have
made for the Shareview Service
Shareview Login Name
and Address means the exact form
of name and registered address described as the Shareview Login Name and
Address in Clause 2.2 or, if that Holding is removed from your Shareview Login,
the exact form of name and address determined to be the Shareview Login Name
and Address in accordance with Clause 2.6
Shareview Service means the service provided by us through the
Shareview Website that enables you to obtain information from us and give
certain instructions to us by a computer or other device linked to our system
(among other things) in connection with Holdings and Memorandum Entries
Shareview Service
Software means any software
supplied to you whenever you access the Shareview Service and any other
software we supply to you for this purpose from time to time
security or securities means those shares,
stock and other investments which we from time to time allow to be included in
a Shareview Login as Holdings or Memorandum Entries as may be appropriate
Shareview Website is a service from Equiniti Limited which enables you
to check your shareholdings in many UK companies and helps you to keep an
electronic record of your investments. The Shareview Website location is
www.shareview.co.uk and the expression "Shareview Website" includes
any replacement of or expansion to such website.
User Guidance means the guidelines we provide from time to time in
connection with your operation of the Shareview Service, including guidance:
·
in hard copy
form (for example, in a user manual or by letter), and
·
spoken guidelines
(through the Shareview Service or any technical helpdesks which may be
provided), and
in any message sent to
you through, or on any online help service available as part of, the Shareview
Service
Access Number and Password means respectively the
Access Number we allocate to your Shareview Login and the Password you select
both of which are used to identify you whenever you use the Shareview Service
We/us/our refers to Equiniti Limited and (where relevant)
other companies in the Equiniti Group
Working Day means any day except a Saturday, Sunday or bank
holiday
You/your means you the customer who becomes registered with
us for the use of the Shareview Service. In the case of corporate holders of
securities, you includes the company itself and the people authorised to use
the Shareview Service to manage information on the company’s holdings in
securities on behalf of the company
Your System means the
electronic equipment used by you to access the Shareview Service
UK means the United Kingdom of Great Britain and
Northern Ireland
NOTE: References in these terms and conditions
to situations where we act as Registrar, include situations where the registrar
is another firm outside the Equiniti Group that engages us to provide it with
administration and other relevant services as an outsource provider.
LIMITATIONS OF
SERVICE
This section lists below
various factors which can affect the accuracy of any information you obtain
through the Shareview Service. The limitations on accuracy should be borne in
mind particularly in connection with the information we give you through the
Shareview Service in connection with any Holdings and any Indicative Value you
receive. The words and expressions defined at the end of the Terms and
Conditions have the same meaning in this section.
a.
The Shareview
Service will apply only to those holdings in securities which you input as
Holdings or Memorandum Entries. Therefore, although we may act as Registrar in
respect of other securities which you hold, those holdings will not form part of
your Shareview Login automatically.
b.
The information
entered as a Memorandum Entry will not alter unless you change it. We have no
means of updating this information. This will be the case even if we are the Registrar
in respect of the relevant securities (this could be the case where the holding
has had to be recorded as a Memorandum Entry because it is registered in a name
which does not correspond exactly with the Shareview Login Name and Address).
c.
In connection
with Memorandum Entries the Shareview Service offers no facility for obtaining
information regarding dividends, recent transactions, etc. and is limited to
recording the information that you are allowed to input and providing any
Indicative Price and Indicative Value which we may offer to supply.
d.
The information
in a Memorandum Entry is not in any way cross-checked or verified by us
regardless of whether we have any means of verifying it.
e.
Any information
in relation to a Holding may be
based on a copy of the register for the relevant issuer of the relevant
securities as at the close of business on the preceding Working Day. It may not
show variations to the register since that time (for example, as a result of
any sales, purchases, scrip dividends, dividend reinvestment plan scheme
purchases or rights issues). Furthermore, the register itself will not always
be immediately updated in relation to all share acquisitions or disposals.
f.
In connection
with Holdings the Shareview Service can only provide details of:
1.
holdings in
securities which have been input as Holdings (you should note that, where you
are unable to enter a Holding because you are registered as holding the
securities under a name and/or address different to the Shareview Login Name
and Address, you can confirm your name and address details for all holdings in
securities by writing to us and this will enable you to consolidate your
holdings in one Shareview Login);
2.
changes in the
balance of your holdings of securities which are registered with us using a
name and address that matches the Shareview Login Name and Address (or in the
case of a Holding which has not been confirmed to the current Shareview Login
Name and Address, changes which are registered with us using a name and address
that matches the name and address to which the securities represented by that
Holding are registered). You should note that you can confirm your name
and address details for all holdings in securities by writing to us and this
will enable you to consolidate your holdings in one Shareview Login;
3.
securities of
which you are the first-named holder; and
4.
securities held
for you by a nominee where the nominee holding is disclosed on the relevant
register and you are the first person disclosed by the nominee and the name and
address disclosed by the nominee corresponds with your Shareview Login Name and
Address.
g.
A Holding
entered in your Shareview Login for a holding of securities in a particular
company may be removed from the Shareview Login if that company gives notice to
us that it does not want to participate in the Shareview Service (if this
happens you may then make a Memorandum Entry in respect of those securities but
this will not happen automatically).
h.
In some cases
you may have more than one account on a register for a particular security in
the same name and address which may mean you receive duplicate company
mailings. We try to update the register by amalgamating duplicate accounts
wherever possible. If any of the Holdings in your Shareview Login have been
amalgamated in this way, you will see a message when you logon and you will be
able to get an explanation of what has been done. You should then accept the
option given on screen to update your Shareview Login to reflect the newly
updated Holdings (until you do this, the Holdings in the securities for which
there were multiple accounts in the relevant register will still show as
separate accounts in your Shareview Login, although the balances will have been
updated).
i.
If within one
month of disposing of all of the securities represented in any Holding you do
not acquire any more of those securities which meet the requirements for being
included in that Holding, then that Holding may be removed from the Shareview
Login.
j.
The Indicative
Price is NOT a true reflection of the value which could be realised from the
sale of your holding of particular securities, in particular because:
1.
the Indicative
Price is calculated on the basis of the size of the holding in the relevant
securities as disclosed through the Shareview Service. Such holding may not represent
your true holding for the reasons set out above;
2.
the Indicative
Price is based on the mid-price for that share at the close of business on the
date shown on the screen - ‘Share prices as at….’. The
mid-price is an average between the offer price (the price for which you can
buy shares) and the bid price (the price at which you can sell shares). The price will generally be updated once
every Working Day. It is therefore out-of-date and to be used only as a very
approximate guide to the value of the relevant securities. Additionally, on any
sale, commission would be deducted and on any purchase, commission and stamp
duty would be payable. If we do not receive price information, no
Indicative Price will be quoted for that security, nor will any value for
that security be included in the total Indicative Value of your Shareview
Login;
3.
the price feed
information used to calculate the Indicative Price is supplied by a third party
and we cannot accept responsibility for any inaccuracy;
4.
where you own a
security jointly with others, you may be required to share the proceeds of sale
with those others. However, the Shareview Service will show the whole of the
value of the relevant security as belonging to you rather than the appropriate
fraction.
k.
The Indicative
Value is based on the sum of the Indicative Prices of the individual Holdings
and Memorandum Entries. The limitations described above on the accuracy and
completeness of each Holding and Memorandum Entry and the Indicative Prices
attributable to each of them will therefore apply equally to the Indicative
Value. Additionally, if a price feed is not available to us for a particular
security then no Indicative Price will be quoted or included in the Indicative
Value of the Holding or the Shareview Login. If no price information is
available, it is also possible that you may not be able to add new Holdings or
Memorandum Entries to your Shareview Login. These factors should also be taken
into account when evaluating the Indicative Value.
l.
If you have more
than one Shareview Login, it is possible that the same Holding or Memorandum
Entry may appear in more than one Shareview Login. If this is the case, you
should take this into account when using the Indicative Values of all of your
Shareview Logins to arrive at an aggregate indicative value for all of your
interests in securities.