Some words and expressions used in these Terms have particular meanings, as follows:
- means a person duly appointed the attorney of a Shareholder with authority to take on behalf of the Shareholder the steps in respect of the Shareholder's shares permitted by the Services.
- "Activation Code"
- means the code that Capita Registrars Limited will send to you after you have registered as a user of the Website which you must then enter onto the Website in order to commence using the Services.
- means Capita Registrars Limited, registered company number 02605568, and/or Capita IRG Trustees Ltd, registered company number 2729260, whose registered address is The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Capita IRG Trustees Ltd is authorised and regulated by the Financial Conduct Authority (www.FCA.gov.uk/register number 184113).
- means Moneysupermarket.com Group PLC, registered company number 6160943. Registered office: Moneysupermarket House, St David's Park, Chester, CH5 3UZ, being a company in which you are a Shareholder or the Attorney of a Shareholder.
- "Identification Details"
- means your Username and Password.
- "Login Process"
- means when you enter your Identification Details to access the Services.
- means the password selected by you when you first register to use the Services or any replacement issued to you by Capita or chosen by you.
- means the shareholder services and/or share plan services provided by Capita on behalf of the Company.
- "Shares" or "Shareholding"
- means your holding of shares in the Company or, where you are an Attorney, the holding of shares in the Company of the Shareholder on whose behalf you are acting.
- means a person registered in the register of members as the legal holder of shares in the Company.
- means the username issued to you by Capita when you first register to use the Services or any replacement issued to you by Capita.
- means this online portal ("the Website") and is provided, hosted and maintained by Capita on behalf of Moneysupermarket.com Group PLC.
- "Your System"
- means the computer system (including hardware and software) used by you or your authorised representative to access the Services.
When you complete the Login Process you agree and confirm that:
- you have read, understood and agree to be bound by these Terms;
- Capita and the Company are entitled to rely on the Identification Details provided in the Login Process as adequate identification of you;
- you are eighteen years of age or over and not a minor;
- you are the Shareholder or Attorney of a Shareholder in respect of any shares in respect of which you will use the Services;
- if you are an Attorney, you have authority on behalf of the Shareholder to take such steps in relation to the Shareholder's Shares as you take in using the Services; and
- where you are one of a number of joint Shareholders in respect of your Shares:
- you have all necessary authority as between you and any other Shareholder or Shareholders to use, and are acting in accordance with the Company's Articles of Association in using, the Services in respect of your Shares;
- without limitation to the foregoing, you will not do any act or omit to do any act in respect of the Services which results in any communication from the Company not being sent to the Shareholder in respect of your Shares who under the Articles of Association of the Company is entitled to receive communications from the Company on behalf of the other Shareholders in respect of those Shares; and
- you agree to indemnify Capita and the Company in full in respect of all claims, losses, damages and costs (including legal costs) arising out of any claim made against Capita or the Company as a consequence of Capita acting upon your instructions.
3. YOUR RESPONSIBILITIES FOR SECURITY
- To enable you to use the Services, you must identify yourself using your Identification Details. You may be required to update these Identification Details from time to time.
- You will be offered a limited number of attempts to enter your Identification Details correctly. If you fail to enter your Identification Details correctly within the number of attempts permitted, your right to use the Service may be withdrawn and your Username and Password cancelled. In such an event you will be able to re-register to use the Services following the prescribed procedures.
- You must keep your Identification Details secure and not disclose them to anyone else, except to an Attorney acting on your behalf. If you believe that someone else has obtained possession of your Username or Password, you should let Capita Registrars know as soon as possible.
- You are responsible for all use made of the Services under your Identification Details. As such you should not:
- leave Your System unattended while you are connected to the Service; or
- use the Service from any computer connected to a local area network without first making sure that no one else will be able to observe or copy your Identification Details or get access to the Services claiming to be you.
- Capita will not accept any message or instruction that you send using the Service if the message or instruction contains a computer virus or other harmful code and the provisions of clauses 8.2 and 8.3 shall apply to such messages and instructions.
- Unless otherwise indicated, all intellectual property rights (including but not limited to copyright, database right, design right, patents, trade marks and all similar rights including applications for any of the foregoing and regardless of whether such rights are registered or unregistered and wheresoever in the world existing) arising in the content of the Website (or any part thereof) or used in the Services are owned by or shall vest in the Company. You shall not copy, download, transfer or re-transmit (whether in whole or in part) any trade mark, logo, get-up, graphic, sound or image from the Website, unless expressly permitted by the Company.
4. COMMUNICATIONS BY YOU TO THE COMPANY VIA THE WEBSITE
- By virtue of the Companies Act 1985 (Electronic Communications) Order 2000 a company may communicate with its shareholders electronically in respect of certain matters under the Companies Act. In registering to receive electronic communications via this Service you agreed that:
- You are a Shareholder or are otherwise duly authorised to act on behalf of a Shareholder;
- In addition to the provisions of 2.1.6 (a), (b) and (c), if your Shareholding is a joint Shareholding, that you are the first named Shareholder and that you have obtained the consent of all other joint Shareholders to participate in the Services;
- You are authorising the Company and Capita to communicate with you in this way;
- You are either resident in, or a citizen of, the United Kingdom or have otherwise complied with all applicable legal requirements in any other jurisdiction necessary for you to lawfully make use of the Services;
- You agree to use this Service only for lawful purposes and you will be liable to Capita and the Company for and will indemnify each of them in full against all claims, losses, damages and costs (including legal costs) suffered as a result of you using the Services for unlawful purposes.
- Where the Company decides to communicate with shareholders electronically, the registration of your e-mail address will be taken as indicating your preference to receive such communications in an electronic format. This mailing preference will be applied to any information in respect of the Company where electronic mailing is offered unless you have selected on the Website to receive a specific communication in postal form. Where electronic mailing is not offered you will continue to receive mailings from the Company by post. However, it is at the discretion of the Company as to what communications are advised to shareholders electronically and the Company may change what forms of communication are sent electronically from time to time without giving notice to you. It will be your responsibility to ensure that the details of your e-mail address are accurate, that you can continue to receive electronic communications in this way and that any change in your e-mail address are notified immediately to Capita by using the appropriate facility in this Website.
- The Company shall be deemed to have fulfilled its legal obligations in respect of information to be provided to you by sending the email to you at the email address specified by you, whether or not you received it. However, where Capita is aware that delivery of an electronic communication of material importance has failed, a copy of the failed communication shall be sent to you by post.
- If at any time in the future you decide that you no longer wish to receive communications electronically you may do so by removing your e-mail address and/or changing the status of any communications options provided on the Website from electronic to postal.
- Capita and the Company are entitled to rely on the Identification Details and on any electronic messages sent from the e-mail address which you have notified to Capita, without obtaining any further confirmation of identity from you. In the event that an electronic message is received by Capita but not sent by or authorised by you, then neither Capita nor the Company shall have any liability for any loss or damage arising as a result.
- Neither Capita nor the Company will be liable for any loss or damage arising out of your use of the Services electronically or by e-mail including but not limited to failures to act in circumstances where messages are not successfully received or delivered by Capita or the Company.
5. UPGRADES AND CHANGES TO THE SERVICE
- The Company and Capita reserve the right to upgrade or make changes (including but not limited to technical changes) to the Services or these Terms at any time without giving you notice. Neither Capita nor the Company shall be responsible or liable in the event that any such upgrade or change means that you are no longer able to access the Services.
6. OPERATION OF THE SERVICE AND DISCLAIMER
- Capita is retained by the Company to provide the Services and, as such, is acting as the Company's agent. This shall not prevent the Company from, in future, withdrawing the Services or appointing other registrars to provide similar services to you.
- It is anticipated that the Services and Website will usually be available for use 24 hours a day. However, neither Capita nor the Company warrants that your access to the Services or the Website will be uninterrupted or error free. The Services and/or the Website may be temporarily unavailable for a number of reasons, including routine and emergency maintenance, excess demand on the Services, failure of the Internet and other circumstances beyond the control of the Company and Capita. Neither Capita nor the Company will be liable in respect of any loss or damage arising out of such unavailability.
- If you are dissatisfied with the Services, the Website or any content or material provided, your sole and exclusive remedy is to discontinue use of the Services and/or the Website.
- Nothing contained in the Services constitutes nor is intended to constitute an offer to sell any product or services from the Company, nor does it amount to the solicitation or invitation of an offer to buy such products or services. It further is not intended as a recommendation, advice, advertisement, inducement, offer to invest, deal, buy, sell or hold any securities of the Company and does not constitute an offer to sell or the solicitation of an offer to buy such securities.
- Save in respect of death or personal injury caused by the negligence of the Company or Capita or fraudulent misrepresentation, neither the Company nor Capita shall have any liability whatsoever to you in connection with the Services whether in contract, tort (including negligence and breach of statutory duty) or otherwise in respect of any loss or damage whether direct or indirect (including without limitation loss of profits, consequential or special loss or loss that is incidental).
- Neither Capita nor the Company gives any warranty whatsoever with regard to either the Services or the Website and the express provisions of these Terms are in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade, usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
- If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, this shall not affect the other provisions of these Terms which shall remain in force, and such provision shall be deemed modified to the extent necessary in the court's opinion to render such provision enforceable.
7. FORCE MAJEURE
- In the event that either Capita or the Company shall be delayed or hindered in or prevented from the performance of any act required hereunder by reasons of any event beyond the reasonable control of either party including, without limitation, strikes, labour disputes, acts of God, war, riot, vandalism, terrorism, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction or any overriding emergency procedures, failures of utility or telecommunications supply, accident, breakdown of plant or machinery, fire, flood and storm (Force Majeure), then performance of such act shall be excused for the period of such delay.
8. YOUR SYSTEM
- It is your responsibility to ensure that Your System is compatible with the Website and the Services and you agree that neither Capita nor the Company will be liable for any loss or damage arising out of the non-compatibility of Your System.
- The Services are accessed through the Internet, a public system over which neither the Company nor Capita Registrars has any control, and you must therefore ensure that Your System is adequately protected against acquiring any virus or other harmful code through use of the Website and the Services. Neither the Company nor Capita shall be liable for any loss or damage of any kind caused by viruses or any other harmful code that may infect your computer system or equipment as a result of your access or use of the Website or the Services.
- You agree that in using the Website and the Services, you will not make available, upload, distribute or send by any means any material or files that contain any viruses, bugs, corrupt data, Trojan horses, worms or any other harmful software. You shall indemnify Capita and the Company in full against all claims, losses, damages and costs (including legal costs) incurred resulting from any viruses or any other items mentioned in this clause.
9. RELATIONSHIP WITH THE COMPANY'S ARTICLES OF ASSOCIATION
- The Articles of Association of the Company govern certain rights and obligations as between the Company and its Shareholders. These Conditions of Use do not in any way affect the provisions of the Company's Articles of Association and, to the extent that any of these Conditions of Use conflict in any way with the Company's Articles of Association, the Articles of Association shall prevail.
10. COMMUNICATIONS BETWEEN YOU, THE COMPANY AND CAPITA REGISTRARS
- If you have problems with the Services or the Website, you may contact Capita by telephone on 0871 664 0391 or textphone 18001 0871 664 0446. Calls will be charged 10p per minute plus network
- Reasonable steps have been taken to ensure that communications given via the Service are secure. However electronic mail is not encrypted and you acknowledge that electronic communications, mail or messages are not a completely reliable or secure method of communication and that your confidentiality cannot be guaranteed. Neither Capita nor the Company shall be liable for any loss or damage suffered as a result of any breach of confidentiality or release of sensitive information.
- If the Company or Capita needs to send you a notice, such notice may be posted to your postal address recorded on the Company's register of members (or, where you are an Attorney, the address recorded in the register of members for the relevant Shareholder) unless you have given us an e-mail address, in which case we may use that instead, in accordance with the provisions of clause 4.
11. BALANCE INFORMATION
- The balance of shares shown as being held by the Shareholder does not include any transaction that may be in the course of processing. In this context, the information shown is for information purposes only and should not be relied on to support any contemplated transactions. Neither Capita nor the Company shall be liable for any loss or damage (including any indirect, special or consequential loss or damage) suffered as a result of your reliance on balance information.
12. SHARE PRICES
The price quoted is the closing mid price based on the last executed trade prices at the end of the previous trading on the London Market.
Companies not traded on the London Stock Exchange (foreign companies) will show a calculated price (involving currency conversion) of the previous day's mid closing price from the particular foreign market. The date of the last mid closing price is detailed on the summary section where these prices are shown.
It is intended to give you a general idea of the value of your shareholding. If you decide to sell your shares, the selling price at the time of the sale may be more or less than the price shown here. You may also have to pay dealing costs that could reduce the total amount you receive for selling your shares. Neither Capita nor the Company shall be liable for any loss or damage (including any indirect, special or consequential loss or damage) arising from your reliance on the share price figure or any other share quotation.
13. CORPORATE EVENTS
- The Company may from time to time announce a shareholder event, including but not limited to a dividend reinvestment plan, a rights issue or a reorganisation. If the Company offers its Shareholders the facility to participate in the event via the Website, you may have to comply with separate terms and conditions relevant to the event, as may be posted on the Website or otherwise advised to you, in addition to these Terms.
14. PROXY CONDITIONS OF USE APPLICABLE TO THE APPOINTMENT OF PROXIES USING THE SERVICE
- The Services provide you with the facility to appoint proxies electronically. You may use the Services to appoint a proxy or you may use any other means stipulated in the Articles of Association of the Company.
- If you wish to use the Service to appoint a proxy to attend and vote at a Shareholder meeting of the Company, in order for the appointment of a proxy to be valid, you must comply with these Terms, as well as the Articles of Association of the Company (as these may change from time to time), which set out and govern when you may appoint a proxy, the rights that are granted to proxies, requirements relating to the authentication of an appointment of proxy and other limitations, restrictions and conditions.
- In addition, if you appoint a proxy using the Services, then appointments of proxy for a general meeting of the Company must be received by Capita by no later than the time on the closure date for the receipt of appointments of proxy for that meeting as laid down by the Company, which will be shown on the Website. Once the closing time and date has passed it will no longer be possible to appoint a proxy using the Services until the next appropriate meeting.
- If you appoint a proxy using the Services, the appointment is treated as received when it is recorded by the Capita server in a way capable of being reproduced in legible form.
- If conflicting appointments of proxy are received in respect of either the same Shares or joint Shareholders, the Articles of Association of the Company will set out the rules as to the priority between these appointments and which, if any, will be treated as valid appointments.
- The Services can only be used to appoint a proxy for ALL of your Shares. Should you wish to appoint a proxy for only part of your holding of Shares, please do so using the proxy card sent to you in the post by the Company.
- Neither Capita nor the Company will be under any obligation to accept through the Service an appointment that is conditional.
- Save as may be provided in the Articles of Association, neither Capita nor the Company will have any liability for any loss or damage arising out of proxy appointments accepted via the Service.
15. LAW AND JURISDICTION
- These Terms shall be subject to and construed in accordance with English law and you, Capita and the Company and hereby submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with these Terms, your use of the Services or the Website.