Terms And Conditions 
     


    TERMS AND CONDITIONS OF THE EMPLOYEE ONLINE SERVICE

    TERMS AND CONDITIONS OF THE PARTICIPANT INTERNET SERVICE

    THESE TERMS AND CONDITIONS ARE LEGALLY BINDING.

    PLEASE READ THEM CAREFULLY.

    1. Definitions

    “Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks in the United Kingdom are open for general non-automated business;

    “Company” means the company which has established the Plan;

    “Computershare” means Computershare Investor Services PLC whose registered office is at The Pavilions, Bridgwater Road, Bristol BS13 8AE and who is providing the Service for and on behalf of the Company;

    “Participant Helpline” means the telephone helpline provided by Computershare in respect of the Service. The telephone number for the helpline can be found in the “Contact Us” section of this website and the opening hours are Business Days between 8.30am to 5.30pm (UK time);

    “Participating Company” means the Company and any subsidiary of the Company which participates in the Plan;

    “Plan” means any employee share scheme of the Company in which you participate or are eligible to participate;

    “Plan Rules” means the rules of the Plan (including as applicable any relevant provisions in the trust deed which establishes the Plan) which set out the terms and conditions upon which you may participate in the Plan;

    “Security Details” means the user identification number (“User ID”) and personal identification number (“PIN”) that have been provided to you by Computershare to enable you to access the Service;

    “Service” means the service provided by Computershare on behalf of the Company which enables you to access certain information and services via the internet in respect of your participation in the Plan;

    “You (or your or yourself)” means you, the person participating in the Plan or eligible to participate in the Plan.

    2. General

    These terms and conditions set out the basis on which Computershare will provide, and you will be permitted to use, the Service.

    To use the Service you are required to provide Computershare with certain confirmations and undertakings which are set out in paragraph 9 of these terms and conditions.

    These terms and conditions relate only to the provision of the Service.

    Your participation in the Plan is determined and governed by the Plan Rules.

    3. Provision of the Service

    You are responsible for maintaining your computer system and any other equipment required by you to access the Service.

    You will need your Security Details to access the Service. Computershare will only accept instructions from you via the Service if your Security Details are correctly entered and validated by Computershare.

    Computershare reserves the right without notice to make any technical changes it considers necessary or desirable to the Service where it considers that it is in your interests to do so. Computershare will not be responsible in the event that any upgrade to the Service means that you are no longer able to access the Service.

    Computershare aims to provide the Service in an uninterrupted manner and will use its reasonable endeavours to do so. However, you should note that it is possible that, for reasons beyond the control of Computershare, the Service may not be available on a continuous basis. Computershare will not be liable in the event that the Service is not provided in a continuous and uninterrupted manner.

    4. Security and Confidentiality

    You must take all reasonable steps to keep your Security Details secure and to prevent any unauthorised or fraudulent use of the Service.

    If you suspect that your User ID and/or PIN has been lost or stolen or that someone has obtained access to your Security Details without your consent you must notify Computershare immediately by telephoning the Participant Helpline. Until such notification is received by us, Computershare will assume that any instructions received in electronic form, which have been authenticated by your Security Details, will be genuine and valid instructions from you and Computershare will act accordingly. You will be liable for all such transactions

    Upon notifying Computershare that your User ID and/or PIN has been lost or stolen or that someone has obtained access to your Security Details without your consent, you will be unable to use the Service until such time as a replacement PIN is issued to you.

    E-mail communications are not necessarily secure and there is always a risk that e-mail messages may be intercepted or tampered with. By providing your e-mail address and agreeing to receive communications in this way you acknowledge that these risks exist and that confidentiality cannot always be assured.

    Computershare does not accept any responsibility for any interception or tampering or loss of confidentiality which may take place either once an e-mail message has been sent by Computershare or prior to an e-mail message being received by Computershare or for any losses, claims, damages or expenses (including, without limitation, any loss or damage which is not a foreseeable consequence of your use of the Service) which may be suffered or incurred by you as a result of any such interception or tampering. In addition, Computershare does not accept any responsibility in the event that any e-mail messages sent by you do not reach Computershare or any e-mail messages sent by Computershare do not reach you. Computershare will not be liable for any loss or damage you may suffer or incur as a result of any non-delivery of such e-mail messages.

    Before opening or using any documents or attachments, you should check them for viruses and defects. Computershare will not be liable in respect of any affected documents or attachments but will resupply any affected documents.

    You are responsible for ensuring all electronic communications sent by you to Computershare are free from viruses or defects and you will be responsible for any losses Computershare may incur if you fail to do this. If a communication from you is found to contain a virus, it may not be accepted by Computershare. Computershare will not be liable in the event that you suffer or incur any loss or damage as a result of any such communication not being accepted by Computershare.

    5. Data Protection

    To provide the Service to you we need to use your personal information. We will make sure your personal information is adequately protected, however we use it. For full details about how we use your personal information please see our Privacy Policy. Our Privacy Policy is available on our website, or you can get a copy by writing to us at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. The Privacy Policy also explains your rights in relation to your personal information and how you can exercise them.

    6. Liability

    Computershare will take reasonable care in the provision of the Service. However, Computershare will not be liable to you for any loss or damage you may suffer or incur as a result of your use of the Service (including, without limitation, any loss or damage which is not a foreseeable consequence of your use of the Service) unless such loss or damage arises:-

    (a) as a direct result of a failure by Computershare to lock your access to the Service following receipt by Computershare of a notification from you under paragraph 4 above; or

    (b) as a direct result from the negligence, wilful default or fraud of Computershare.

    Computershare provides hypertext links to third party websites as part of the Service. We accept no liability for any statements, information, content, products or services that are published on, or may be accessible from, these third party websites. We can also give no guarantee they are free from viruses or anything else that could be infectious or destructive. Special care should also be taken when using non-UK sites that will be subject to a different regulatory regime and consumer protections.

    By its nature, the internet is not an entirely reliable medium. The delivery time for any instructions that you send to Computershare using the internet may vary considerably depending on your internet service provider, your computer system, the way in which the instruction has been routed on the internet and on third party providers. We are not responsible for any delay in us receiving your instruction, or any inability to use, interruption to or non-availability of our website which does not arise as a result of our negligence, wilful default or fraud.

    The internet is not an entirely secure environment. For this reason, despite the security measures we operate, we cannot guarantee that any message or instruction sent using the internet will not be capable of being intercepted, read or copied by an unauthorised third party or parties. We are not responsible for any unlawful interception of any message or instruction sent to us which does not arise as a result of our negligence, wilful default or fraud.

    You should be aware that from time to time the Service may not be available due to planned maintenance.

    The Service is provided for lawful purposes only. Computershare does not accept any responsibility or liability in the event that the Service or the website through which the Service is provided is misused in any way.

    In the event that you do not comply with these terms and conditions and this results in loss or damage to Computershare, you will be liable to compensate Computershare for any such loss or damage.

    7. Validity

    In the event that any part of these terms and conditions is not legally enforceable, the remaining terms and conditions will not be affected and will remain valid and enforceable.

    8. Overseas Participants

    If you are resident in, or a citizen of, a jurisdiction outside the United Kingdom, it is your responsibility to inform yourself about and observe any applicable legal requirements. Computershare provides its contractual terms in English and will only communicate with you in English in the provision of this Service.

    9. Confirmations and Undertakings

    In using the Service, you are deemed to have accepted these terms and conditions and as such you will be deemed to have given the following confirmations and undertakings to Computershare:-

    (a) you are an employee of a Participating Company (or otherwise duly authorised to act on behalf of such employee) participating or eligible to participate in the Plan;

    (b) you have read and understood the terms and conditions and agree to be bound by them including, without limitation, the provisions relating to liability set out in paragraph 6 above; and

    (c) you are resident in, or a citizen of the United Kingdom or have otherwise complied with all applicable legal and regulatory requirements in any other jurisdiction necessary for you to lawfully make use of the Service.

    10. Plan Rules

    In the event of any inconsistency between the Plan Rules and these terms and conditions, the Plan Rules will prevail.

    11. Contracts (Rights of Third Parties) Act 1999

    The parties to this agreement are you and us (the “parties”). The parties do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

    12. Governing Law

    These terms and conditions will be governed by and construed in accordance with English law. You agree that in the event of a dispute the English courts will have jurisdiction.

     
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