Investor Centre & Other Internet based Services Terms and Conditions
These terms and conditions are specific to Computershare’s Web-based services for investors. You will be notified of any material changes to these terms and conditions via an electronic email to the email address that you provide upon becoming a fully registered member of Investor Centre.
The terms and conditions may be reviewed at any time by selecting the “Terms and Conditions” link in the footer at the bottom of the Investor Centre page. These terms and conditions apply to your access to Computershare’s Web-based services for the purpose of:
viewing your Portfolio (as further detailed below);
initiating online transactions;
consenting to the electronic delivery of documents and communications; and
updating the data on your account(s) (the “Service”).
Your use of the Service will constitute acknowledgement and acceptance of the terms and conditions. By selecting the terms and conditions link at the bottom of the page, you may review the current Service terms and conditions at any time. You may be required to acknowledge and accept additional terms and conditions in order to access other services provided by Computershare companies on the Internet.
Certain services are only available if you become a fully registered member of Investor Centre as further detailed in paragraph 4 below. You will be notified if you need to register to access the particular service requested.
If you have registered for eTree or are consenting to the electronic delivery of documents or communications, these terms and conditions are also applicable to such services and your use of Computershare managed web sites related to such services. Please see the eTree and Electronic Communications specific provisions in Section 6 below.
These terms and conditions set out your rights and obligations in connection with your use of Investor Centre. These terms and conditions are legally binding, so please read them through carefully.
If you have any queries concerning the Investor Centre, you may contact Computershare via email, by visiting the ‘Contact Us’ section of website (www.computershare.co.uk) and selecting ‘email’.
In these terms and conditions the following words and phrases refer to the following meanings:
Activation Code means, if you register to access the services requested, the unique code which may be provided to you by Computershare and which must be inputted online to activate your Portfolio.
Company means the company or other legal entity that has issued the Securities in respect of which you are registered as the legal or beneficial owner.
Computershare means Computershare Investor Services PLC registered in England & Wales, Company No. 3498808, Registered Office: The Pavilions, Bridgwater Road, Bristol BS13 8AE. Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority, Registered Office: 25 The North Colonnade, Canary Wharf, London E14 5HS, and references to Computershare includes any Group Company on whose behalf Computershare is acting as agent in providing Investor Centre to you.
Electronic Communications means as defined in section 6.
Electronic Proxy Appointment Form means a form appointing a proxy to attend and vote at Company meetings on your behalf which is completed and submitted electronically.
Electronic Tax Vouchers/Dividend Confirmation means a tax voucher/dividend confirmation made available to you by Computershare detailing the amount of the payment and the tax that has been deducted from each dividend or interest payment on your Securities
eTree means the initiative between Computershare and the Woodland Trust pursuant to which a donation is made, to the Woodland Trust's Tree for All programme, on behalf of every holder of securities in an eTree Member Company in the UK who signs up to receive Electronic Communications.
eTree Member Company means a Company that has agreed with Computershare to participate in eTree.
Group means Computershare Limited (incorporated in Australia under company number ACN 005 485 825) and its subsidiaries and associated companies.
Group Company means any company that is a member of the Group.
Indicative Price means an indicative price (subject to a 20 minute delay) of the relevant Securities provided via Investor Centre from a third party data supplier.
Investor Centre means the service provided by Computershare which enables you to access the services in respect of your Portfolio via the Internet and to elect to receive particular services (subject to them being offered by the relevant Company) such as Electronic Communications, Electronic Proxy Appointment Forms, Electronic Tax Vouchers/Dividend Confirmation and Dividend Reinvestment Plans.
Portfolio means the portfolio of all the Securities which are held by you and which are registered in an identical name with an identical address on registers managed by:
(i) Computershare in the UK; or
(ii) any Group Company in Ireland, South Africa or the Channel Islands
where the Company has requested that Investor Centre be offered to the holders of its Securities. This does not include Valuation Only Entries.
Securities means any shares, depositary interests, nominee holdings, loan notes or any other eligible security type and Security shall be construed accordingly.
Security Details means any information you provide in order to identify yourself as a registered member when you use Investor Centre. This will include your Security Reference Number (SRN), postcode, User ID, password and any other security information.
User ID means the user identifier chosen by you when you register for Investor Centre.
Valuation Only Entries means holdings that you have entered manually into your Portfolio.
you (or your or yourself) means you, the person (which term shall include corporate bodies) using Investor Centre.
3. Conditions of Use
a. In order to use Investor Centre, you must:
i. be aged 18 or over (this requirement does not apply if the applicant is a company);
ii. have sufficient access to the internet to the standards set out in the Help section of the Computershare Website; and
iii. enter valid details of a Company for which you are recorded by Computershare as holding Securities either alone or jointly with others.
b. In order to become a fully registered member of Investor Centre, you must:
i. choose a User ID and password and provide details of any security questions and answers as required;
ii. accept and agree to be bound by these terms and conditions; and
iii provide an email address.
c. By using Investor Centre, you agree that:
i. in consideration of Computershare providing you access to Investor Centre, you have read, understood and agree to be bound by these terms and conditions each time you access Investor Centre;
ii. you are a holder of Securities or the attorney of a holder of Securities with a valid, legal right to use the Investor Centre;
iii. 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 Investor Centre in accordance with the terms of that power, and you have not received notice of revocation of such authority;
iv. where you are one of a number of joint holders in respect of Securities:
1. you have received all necessary authority as between you and any other joint holder(s) to use Investor Centre in respect of the relevant Securities and without limitation to the foregoing; and
2. you will not do any act or omit to do any act in respect of Investor Centre which results in any communication from the Company not being sent to any joint holder(s) who is/are entitled to received communications from the Company in respect of those Securities unless you have the joint holders’ authority to undertake such an act; and
3. you agree to hold Computershare fully indemnified against all liabilities (whether actual, contingent or prospective and whether liquidated or sounding only in damages), losses, damages, costs and expenses (including legal expenses on a full indemnity basis) of whatever description which Computershare suffers or incurs by reason of a breach of the above warranties.
v. where you use Investor Centre in respect of a Security that is registered in the name of a company, you warrant that you have been duly authorised by the directors of that company to act on its behalf and you also agree to indemnify Computershare from all liabilities (whether actual, contingent or prospective and whether liquidated or sounding only in damages), losses, damages, costs and expenses (including legal expenses on a full indemnity basis) of whatever description which Computershare suffers or incurs by reason of a breach of the above warranty.
vi. you have complied with all applicable legal requirements in any jurisdiction in which you are resident which are necessary to allow you to lawfully use Investor Centre.
4. Investor Centre
a. Investor Centre will automatically search against all registers of Securities which might form part of your Portfolio. The registration details recorded on the register in respect of the Security used to access Investor Centre will be matched against other registers. If a Security with identical registration details is located, this will automatically be added to your Portfolio.
b. We may notify you that in order to access certain of the services you require you need to become a fully registered member of Investor Centre. If this is the case, you will need to choose a User ID and password and provide details of any security questions and answers as required. We may also notify you that you will require an Activation Code. If this is the case, we will send you an Activation Code (to your registered address) and you will only be able to access all services offered via Investor Centre once you have received the Activation Code and input it online.
c. Please Note: If your application to register for Investor Centre is accepted and your account is activated (either immediately or after you have received and entered in your Activation Code) your membership will be automatically set with the Investor Centre default parameters (this includes receiving Electronic Communications). The default parameters will override any previous instruction you have given and will be applied to all Securities held within your Portfolio at any time (including any new Securities you subsequently add to your Portfolio). If you wish to change the default parameters, you will need to do this by logging into Investor Centre and amending them on-line using the options available within Investor Centre.
d. In the event you purchase or acquire additional Securities and the registration details of such new Security are identical to your existing holdings they will automatically be added to your Portfolio. It is important to note that the default settings will be applied to these new Securities.
e. If a Security you hold is not included in your Portfolio or is held in another Investor Centre Portfolio, you can let us know via the ‘Contact Us’ section of Investor Centre and we shall seek to remedy the situation by consolidating the Portfolios.
f. Investor Centre may also provide an Indicative Price for each Security 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 Investor Centre.
g. If for any reason and at any time, all of your Securities have been removed from your Portfolio you may continue to use Investor Centre for any Valuation Only Entries you have inputted manually for such time that Computershare sees fit. Any new Securities that you acquire which match the registration details recorded on your Portfolio, will automatically be added to your Portfolio once they appear on an eligible Computershare register.
h. You have the responsibility for maintaining your details within Investor Centre and for adding or removing Valuation Only Entries as appropriate.
i. You must ensure that you update your details within Investor Centre immediately to include any change in your email address via the Member Details section of Investor Centre.
j. Investor Centre 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.
k. Not all services provided through Investor Centre may be offered by the Company in which you hold Securities or may be available to you. You must ensure that you are permitted to use any particular service by adhering to the instructions provided on screen. In most cases, if you are not permitted to use the service, that part of Investor Centre will not be made available to you to access. For example, joint holders and corporates are not permitted to use the dividend mandate service and corporate holders are not permitted to use the change of address service. You may have to accept additional terms and conditions before being allowed to sign up for additional services.
5. Valuation Only Entries
a. You can add Valuation Only Entries for the purpose of valuing your Portfolio. Any instructions given by you to Computershare will not be applied to Valuation Only Entries. We will not update the balance of Valuation Only Entries. You alone will be responsible for maintaining the details of your Valuation Only Entries. You may add or remove a Valuation Only Entry whenever you access Investor Centre.
b. Investor Centre may also provide an Indicative Price for each Valuation Only Entry but the other information which we provide in relation to Securities will not be available for Valuation Only Entries.
6. eTree and Electronic Communications
a. If any Security held in your Portfolio is issued by an eTree Member Company, we will provide the eTree service if you sign up to receive electronic communications.
b. When you access eTree, you will be asked to provide an email address to which shareholder communications from Member Companies can be sent electronically and to select the Member Companies to which your email address will be provided. You agree that Computershare may forward notification to the email address that you have provided to advise you of new eTree Member Companies in which you own shares as they join eTree.
c. If the Company in which you hold Securities offers Electronic Communications to its Security holders, you can use Investor Centre to notify us of your preferred format for receiving Company mailings. If you elect to receive Electronic Communications you will be asked to provide an email address to which shareholder communications from Member Companies can be sent electronically. The default setting within Investor Centre is Electronic Communications. This means we will send you communications in an email or alternatively we will send an email containing a hyperlink or web address where you can view the information / document, whenever this alternative is available.
d. The default mailing preference (Electronic Communications) will be applied to all Securities in your Portfolio (not including Valuation Only Entries) where electronic mailings are offered by the relevant Company. Where electronic mailings are not offered you will continue to receive these mailings by post.
e. If you have any Securities in your Portfolio (not including Valuation Only Entries) which you hold jointly with others you must obtain the consent of all of the other joint holders of those Securities before changing the way in which you receive mailings for the Company.
f. Examples of documents that may be sent or made available to you electronically include (but may not be limited to);
i. Electronic Tax Vouchers/Dividend Confirmation (see paragraph 7 below for further details)
ii. Shareholder Statements
iii. Annual Reports or reviews
iv. Notices of Meetings
v. Electronic Proxy Appointment Forms (see paragraph 8 below for further details)
vi. Dividend information
vii. The notification of Computershare and/ or Company schemes or products in which you may be interested.
g. To view, download, print and/or save the documents, you will need a personal computer, access to the Internet, email, a printer (if you choose to print materials), the program Adobe Acrobat Reader to view the material, and one of the following internet browsers: Microsoft Internet Explorer, Mozilla Firefox or Apple Safari. For best results it is recommended that you use the latest vendor supported release. For shareholders without Adobe Acrobat Reader, a link will be provided to allow free download of this program. You agree that it is your responsibility to access and review the documents. Under no circumstances will Computershare be liable for any damages of any kind that result from the use of, or inability to use the eTree and Electronic Communications services. In agreeing to receive documents electronically, you acknowledge that you may incur line or usage charges from your Internet Service Provider (ISP).
h. Documents will be available at the link or website address provided and will remain there until archived. Documents are generally available until at least the same reporting period the following year. Electronic Tax Vouchers/Dividend Confirmation will remain available until at least October of the year following the calendar year to which the tax forms relate.
i. Your consent to receive documents electronically will remain in effect until you have revoked such consent. To unsubscribe or revoke your consent to receive Electronic Communications or eTree or to make changes to some or all of your delivery preferences access Investor Centre at www.investorcentre.co.uk. If you no longer have Internet access, you may revoke your consent by writing to us at; Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE
j. You may at any time request to have a paper copy of these documents provided to you at no cost by contacting Computershare via firstname.lastname@example.org
k. If the Company cannot make electronic delivery available to you, then a copy of the electronic notification will be sent to you in paper form.
l. By enrolling in eTree or consenting to receive documents electronically in the Communication Options section of Investor Centre, or online voting websites managed by Computershare, you are agreeing that you have access to the Internet and email and agree to notify us if you no longer have access.
7. Electronic Tax Vouchers/Dividend Confirmation
a. Electronic Tax Vouchers/Dividend Confirmations will only be issued to Security Holders in Companies which issue Electronic Tax Vouchers/Dividend Confirmations and will only be provided to Security holders who have elected to have their dividends paid direct to a nominated bank account.
b. Electronic Tax Vouchers/Dividend Confirmations can be stored and printed; their contents cannot be altered.
8. Electronic Proxy Appointment
a. This service will only be available if the Company in which you hold Securities makes available Electronic Proxy Appointment Forms to its Security holders.
b. The Electronic Proxy Appointment Form will give you various options as to how you wish your proxy to vote.
c. The Electronic Proxy Appointment Form shall only be valid if it is correctly completed by the date and time specified. If verification is not completed to its satisfaction, each of the Company and Computershare reserves the right to treat any such appointment of a proxy as invalid.
d. If you are acting under a power of attorney from the Security holder, by submitting an Electronic Proxy Appointment Form you confirm that you hold a valid power of attorney from the Security holder and acknowledge that it is your responsibility to provide a certified copy of the power of attorney to Computershare. If you fail to do this, the appointment of the proxy may be invalid.
e. In the event of more than one proxy appointment being made (via any medium) then the last relevant proxy form received at the address specified in such relevant proxy form shall override all previous appointments unless the paper proxy form indicates otherwise.
9. Service Limitations
a. Computershare will take reasonable care in ensuring information regarding your shareholdings is accurate but you should note that certain information provided through Investor Centre (such as the number of shares held) may not be updated on a real time basis but may be updated on an end of day basis or settlement date basis. As a result, you may need to take into account your recent transactions, e.g., if you have sold or transferred any shares or elected to reinvest dividends, when determining your share balance. Computershare does not guarantee the accuracy, completeness, sequence or timeliness of holder account information through Investor Centre nor is it responsible for indirect, consequential, or special damages you may incur through reliance on the information or the accuracy, completeness, sequence or timeliness thereof or for any delays or errors in the transmission or delivery of any part of the information or Investor Centre.
b. Neither the Indicative Price for any Securities held within your Portfolio or the Indicative Value of your Portfolio is guaranteed for accuracy. This price information is not real-time. You MUST NOT use the Indicative Price as the basis of a decision to deal or not to deal in Securities.
c. If your Securities are in a dividend reinvestment plan, direct stock purchase plan or employee stock purchase plan (each a “Plan” or collectively “Plans”), these terms and conditions serve as a supplement to the terms and conditions of the applicable Plan. The services under the Plan are governed by the applicable Plan terms and conditions to which you, as a Plan participant, previously agreed. Except as expressly adjusted by these terms and conditions, the terms and conditions of the Plan remain in full force and effect and, together with these terms and conditions, form the entire agreement between you and Computershare relating to the Plan.
d. Computershare reserves the right without notice to make any technical changes it considers necessary or desirable to the Service or where it considers that it is in your interests or in Computershare's or the Company's interests to do so. Computershare shall not be responsible in the event that any upgrade to Investor Centre means that you are no longer able to access Investor Centre or any of the services.
10. Security and Confidentiality
a. You understand and agree that you are responsible for maintaining the confidentiality of your Security Details and agree not to provide them to any other person (as a precaution, Computershare recommends changing your login credentials periodically). You specifically agree that you are responsible for any actions entered through Investor Centre by you or others who obtain access through you using your Security Details. If you allow any other person to access Investor Centre, you will defend and indemnify Computershare against any and all liability, costs, or damages arising out of claims or suits by third persons based on or relating to such access or use. You agree that Computershare is not responsible for any damages or losses resulting from any breach of security caused by your failure and/or the failure of other persons not engaged by or on behalf of Computershare, its affiliates, agents, or subcontractors or who obtain access through you to maintain the confidentiality of your Security Details. You are not responsible for any breach of security caused by the failure of Computershare or its affiliates to take commercially reasonable efforts to maintain the confidentiality of your Security Details. You agree to notify Computershare immediately if you suspect that your Security Details have been lost or stolen or that an unauthorized person has obtained access to Investor Centre using your Security Details.
b. You must ensure that you exit Investor Centre fully after each use.
c. You can re-set your password via the Investor Centre site. You will be unable to use Investor Centre until such time as you have answered your security questions and selected a new password. If you require a new User ID you should contact the Investor Centre Helpline on 0370 873 5805.
d. Investor Centre is provided via a web-site with a secure server using 128-bit encryption. As long as you remain on the Investor Centre web-site you will have the benefit of this security. However, you should note that email communications are not necessarily secure and there is always a risk that email messages may be intercepted or tampered with. By registering for and using Investor Centre, you acknowledge that these risks exist and that confidentiality cannot always be assured.
e. Except where Computershare has been negligent, Computershare does not accept any responsibility for any interception, redirection, corruption, copying, reading, tampering or loss of confidentiality which may take place either once an email message has been sent by Computershare or prior to an email message being received by Computershare or for any losses, claims, damages or expenses which may be suffered or incurred by you as a result of any such any interception, redirection, corruption, copying, reading, tampering or loss of confidentiality.
f. Computershare takes reasonable care to ensure that electronic communications generated by it are free of viruses or other corruption of data. Before opening or using any documents or attachments, you must check them for viruses and defects. Computershare's liability in this respect is limited to re-supplying any affected documents or attachments.
g. You are responsible for ensuring all electronic communications sent by you to Computershare are free from viruses or defects. If a communication from you is found to contain a virus, Computershare shall not be obliged to receive or act upon such communication.
h. You are responsible for furnishing your email address to Computershare, for notifying Computershare of any changes to your email address, for maintaining email services and for checking your email account regularly for new mail from Computershare.
11. Instructions made through Investor Centre
a. Computershare is entitled to act or refrain from acting in reliance on electronic messages given using Investor Centre 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.
b. Computershare will not be liable for any use of your Security Details by persons who are not authorised by you.
12. Investor Centre Availability
a. Investor Centre will usually be available for use 24 hours a day. However Investor Centre may be temporarily unavailable for a number of reasons, including routine and emergency maintenance, excess demand for Investor Centre, failure of the internet and other circumstances beyond the control of Computershare.
b. Computershare shall not have any liability to you for any non-availability or interruption in the operation of Investor Centre (wholly or part of) 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.
a. Investor Centre and any information provided to you as part of Investor Centre are for general information and your personal non-commercial use only. Investor Centre and information provided does not constitute any form of advice or recommendation regarding investments or suitability to your particular circumstances. You should seek independent financial advice before making any investment or other decisions and any such decisions taken by you are your responsibility. Use of Investor Centre is entirely voluntary and entirely at your own risk. You may stop using Investor Centre at any time.
b. Computershare shall not be liable to you for any loss or damage you may suffer or incur as a result of your use of Investor Centre unless such a loss or damage results directly from the fraud or wilful default of Computershare.
c. In the event that you do not comply with these terms and conditions and this results in loss or damage to Computershare, you shall be liable to compensate Computershare for any such loss or damage.
d. Any limitation or exclusion of liability under these terms and conditions shall only be valid to the extent permitted by law.
e. Investor Centre is not intended for use by any person or entity in any jurisdiction or country where such use might be contrary to law or regulation. Computershare makes no representation or warranty regarding Investor Centre compliance with local laws in jurisdictions outside the United Kingdom.
14. Termination of Investor Centre
a. You may cancel your use of Investor Centre at any time by contacting Computershare via email@example.com.
b. We have the right to end or suspend your use of Investor Centre 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.
c. We will be entitled to end your use of Investor Centre immediately in respect of any Security included in your Portfolio which you hold jointly with others, if any joint holder objects to that holding being included in your Portfolio.
15. Information provided by Third Parties
a. The market and other financial information and any other links (such as the Indicative Price Charts), made available to you on this site by Computershare is provided by way of a direct link from agents and vendors with whom Computershare has licensing arrangements or by way or a direct link to their websites ("Third Parties"). Such information may be reported on a delayed and not a real time basis. Computershare has no control over and is not responsible for Third Parties information and does not endorse or approve Third Parties information. As such Computershare takes no responsibility for the accuracy or validity of any such Third Parties information and accepts no liability for any use made by you of such Third Parties information or for any action or decision taken by you in reliance of such Third Parties information.
a. There is currently no charge for Investor Centre but we are entitled to introduce charges and change them from time to time, pursuant to any amendment to these terms and conditions. If we give you such a notice, you will not have to pay any proposed increase so long as you cancel your use of Investor Centre during the notice period.
b. To avoid any doubt, please note that the reference to fees and charges in this section applies only to our charges for providing Investor Centre. It does not apply to any charges for particular services we might provide in response to your requests submitted via Investor Centre.
17. Variation and Amendment
Computershare may from time to time change aspects of Investor Centre in order to improve or streamline the services which we then offer. In the event that we change these terms and conditions a message to this effect will be sent to you via an electronic email to the email address that you provided upon becoming a fully registered member of Investor Centre and you will be deemed to have accepted the amended terms and conditions if you continue to use Investor Centre.
a. If one, or part of the terms of these terms and conditions proves to be legally unsound or unenforceable in any way, this will not affect the validity of the remaining terms in any way.
b. If we relax any of the terms of these terms and conditions 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.
19. Intellectual Property Rights
a. Computershare represents that the services, the Investor Centre web-site, its content, programming and software either belongs to Computershare or is licensed for use by Computershare and is protected by copyright, trademark, trade secret, patent and any other applicable intellectual property and other laws. You agree not to use, reproduce, copy or modify any part of Investor Centre, the information, or web-site for any unlawful purpose and you agree to comply with any reasonable request from Computershare or Third Parties to protect property rights of the owner of that part of Investor Centre, information or web-site.
20. Data Protection
21. Governing Law
a. These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales. You agree that in the event of a dispute the English courts shall have jurisdiction.