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    Terms and conditions

    Terms and conditions

    By using this Portal, you indicate your agreement to be bound by these Portal Terms of Use.

    1. Introduction

      1. These terms (the "Portal Terms") set out the terms applicable to your use of Insight’s website portal (the "Portal"). Unless the context requires otherwise, references in these Portal Terms to the Portal include each account access to the Portal ("Portal Account").

      2. The Portal Terms should be read together with the investment management agreement entered into between you and Insight (the "Client Agreement", as amended or superseded from time to time), which set out the terms applicable to the provision of our services.

      3. If there is any inconsistency between the Portal Terms and the Client Agreement:
        (a) relating to the use of the Portal, the Portal Terms shall prevail; or
        (b) relating to the provision of our investment management services, the Client Agreement shall prevail.

    2. Definitions and interpretation

      1. In these Portal Terms, subject to clause 2.2 and unless the context requires otherwise:
        (a) "Applicable Law" means any laws, rules, and regulations in force from time to time in any jurisdiction and applicable to the Portal or your use thereof, or otherwise to the provision of our Services to you;
        (b) "Authorized Person" means each person authorized in accordance with these Portal Terms to access a Portal Account;
        (c) "Client Account" means any account held with us by a Client, and unless the context requires otherwise, references in these Portal Terms to a Client Account shall refer to the Client Account to which a given Portal Account is (or is intended to be) linked;
        (d) “Consultant” means a consultant appointed by a Client;
        (e) "Login Details" is defined in clause 3.1;
        (f) "Material" means any material contained on the Portal, including (without limitation) any software, designs, text, images, audio, other copyrightable elements, the selection and arrangements thereof, and any trade-marks;
        (g) "Portal" means the website portal provided by Insight, and for the avoidance of doubt, unless the context requires otherwise, references to the Portal include each Portal Account; and
        (h) "Instruction" means any Instruction of information or instructions through a Portal Account.

      2. "Insight" is the corporate brand for certain companies operated by Insight Investment Management Limited (IIML). Insight, "we", "us" and "our" includes, among others, Insight Investment Management (Global) Limited (IIMG), Insight Investment International Limited (IIIL), Insight Investment Management (Europe) Limited (IIMEL) and Insight North America LLC (INA), each of which provides asset management services.

      3. References to "you" and "your" refer to each user of the Portal.

      4. Subject to the definitions set out in clause 2.1, terms defined in the Client Agreement shall have the same meanings in these Portal Terms, unless the context requires otherwise.

      5. Headings are included for ease of reference only, do not form part of these Portal Terms, and should not be taken into consideration in the interpretation of these Portal Terms.

    3. Access and security

      1. Access to this Portal is restricted to authorized Persons who have been issued passwords by Insight Investment. Your access to the Portal Account will be controlled through your unique username and password ("Login Details").

      2. Insight will create a Portal Account for your Client Account.

      3. Authorized Persons will need to register on the Portal to access the Portal Account. We reserve the right to refuse to accept any, or set limits on the number of, persons who may be authorized in respect of any Portal Account, and/or to charge additional administration fees for adding any Authorized Person to a Portal Account. Once the registration has been completed, automated emails containing Login Details (or instructions to create Login Details) will be sent to each Authorized Person, at the email address(es) that you have provided. Each Authorized Person will receive unique Login Details.

      4. You must notify us immediately if you are aware that any of the information that you have provided in connection with the opening or maintenance of a Portal Account or authorisation of any Authorized Person is or becomes inaccurate, incomplete or misleading.

      5. We shall be entitled, in our absolute discretion, to close a Portal Account, or otherwise to suspend, deny and/or place  onditions or restrictions on any person’s access to the Portal, at any time.

      6. Without prejudice to the generality of clause 3.5, we reserve the right to suspend, deny and/or place conditions or restrictions on your access to the Portal, including (without limitation) if you breach these Portal Terms.

      7. By using the Portal, you and each of your Authorized Persons represents and warrants that each Authorized Person is duly authorized to access and use the Portal Account on your behalf, and has the power and authority to legally bind you in relation to the relevant Client Account. We shall be entitled to rely upon the continued authority of each authorized Person to access and use the Portal Account. Please note that we may require further information and/or documentation in order to process any such removal of an authorized Person.

      8. To access the Portal Account you will be required to log in through the Portal’s homepage using your Login Details, and you may also be required to complete additional
        authentication checks.

      9. If you forget or otherwise wish to change your Login Details, you may generate new Login Details by clicking on ‘Forgot your password?’ and following the prompts. We may also require you to change your Login Details from time to time to protect the security of your Portal Account.

      10. If you wish to change your Login Details (for example, the email address used to login), you may submit a change request via the Portal. We shall be entitled to take such steps we deem necessary to verify the requested change in Login Details and such change shall not become effective until confirmed by Insight.

      11. Your Login Details are confidential, and it is your responsibility to keep them secure and protect them from unauthorized access. You may not share your Login Details with any other person (including any other Authorized Person) without our express written approval. If we have given such approval (for example, to enable the use of one set of Login Details among Authorized employees within an organisation), you shall be responsible for monitoring usage of the Login Details, and maintaining adequate internal controls relating to the use of the Portal, by the relevant person(s), each of whom shall be bound by these Portal Terms.

      12. You must notify us immediately if you have any reason to believe or suspect that your Login Details may have been stolen, lost or compromised, or otherwise that any unAuthorized person may be able to gain access to your Portal Account. Until and unless we receive such notification, you shall be solely responsible for all acts and/or omissions of any person accessing the Portal Account using your Login Details.

      13. It is your responsibility to notify Insight if the access of an Authorized Person to a Portal Account should be removed (for example, where an employee ceases to be employed by a Client or a Consultant ceases to be appointed) (“Deauthorisation”). Insight shall not be liable for the consequences of your failure to promptly notify Insight of a Deauthorisation (including as a result of the Authorized Person’s continued access to the Portal Account). In order to notify Insight of a Deauthorisation, you should email ClientServiceNA@InsightInvestment.com and also contact your relationship manager.

    4. Use of portal

          Compliance with Applicable Law
      1. You must comply with all Applicable Law in your use of the Portal. For the avoidance of doubt, it is your responsibility to ensure that your use of the Portal is not contrary to any Applicable Law.

      2. You shall not use the Portal other than for its intended purpose. Without prejudice to the foregoing, or to the generality of clause 5.1, you shall not:
        (a) knowingly introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, or attack the Portal via a denial-of-service attack or a distributed denial-of service attack;
        (b) interfere with, damage or disrupt any part of the Portal, any equipment or network on which the Portal is stored, or any software used in the provision of the Portal;
        (c) attempt to gain unauthorized access to the Portal, any Portal Account (or any information within any Portal Account), the server on which the Portal is stored, or any server, computer or database connected to the Portal, or otherwise attempt to
        elude the security systems of the Portal;
        (d) except as a duly authorized Person, access or attempt to access a Portal Account on behalf of any third party without our express written consent; or
        (e) use the Portal in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

      3. If it comes to our attention that you have breached any provision of clause 5.2, without prejudice to any other legal or contractual remedies available to us, we may report such breach to the relevant law enforcement authorities, in which case we will cooperate with such authorities, including by disclosing your identity to them.

        Virus Protection
      4. You are responsible for configuring your information technology, computer programmes and platform to access the Portal.

      5. While we take reasonable measures to protect the security of the Portal, we do not guarantee that the Portal is secure or free from bugs or viruses. We recommend that you use appropriate virus protection software.

        Intellectual Property
      6. We are the owner or the licensee of all intellectual property rights in the Portal, and of the Material contained on it, which is protected by copyright and intellectual property laws and treaties around the world. All such rights are reserved.

      7. You may print or digitally copy any page from your Portal Account for your personal use, and you may share such copies and/or information from your Portal Account to the extent permitted by the confidentiality provisions of the Client Agreement.

      8. Subject to clause 5.7, you may not produce, modify, create derivative works from, display, publish, distribute, disseminate, broadcast, or circulate any Material to any third party (including, but not limited to the display and distribution of Materials via a third party site) without our prior written consent, nor may you disassemble, decompile, reverse engineer, or otherwise modify any Material.

        Accuracy of information not guaranteed
      9. Although we make reasonable efforts to keep the information on the Portal accurate and up to date, we make no representations, warranties or guarantees, whether express or implied, that the content of the Portal (including each Portal Account) is accurate, complete or up to date.

      10. Without prejudice to the generality of clause 5.9, any pricing information provided through the Portal is indicative only and we shall have no liability for any errors, omissions or delays in updating any such information, or for any action taken in reliance thereof.

        No reliance on information in Portal Account
      11. The information relating to your Portfolio in your Portal Account is provided solely to enable you to view the status of your Client Account, and should not be relied upon in connection with any investment decision or in order to make any tax or investment related calculations. Nothing on the Portal constitutes investment, legal, tax or other advice, and nothing on the Portal should be construed as a solicitation, offer or recommendation to acquire or dispose of any investment or to engage in any other transaction, or as a solicitation or offer by us to provide investment advice or any other service.

      12. By clicking 'Log On' you acknowledge that using this Portal shall constitute your consent to accept the information on an 'as is' basis, and that such information may be unreconciled and subject to change. Content is intended only for Authorised Persons and should not be copied or passed to any other person. Data shown is for the stated time period only.

      13. The extraction and use of Material from this site shall be at the user's own risk. By proceeding to access the Material you acknowledge that it:
        (a) is provided for information purposes only;
        (b) contains information that may have been input and calculated manually; and
        (c) has not been audited for accuracy.

      14. You should therefore not rely on information contained in the Material for the purpose of making decisions or taking steps which may have economic consequences without first verifying the information with Insight.

        No responsibility for linked websites
      15. Where the Portal contains any link to any website or resource provided by a third party, such link is provided for your information only, and should not be interpreted as approval by us of those linked websites or any information you may obtain from them. We do not accept any responsibility or liability in connection with your use of any such website.

        Uninterrupted access not guaranteed
      16. We do not guarantee uninterrupted access to your Portal Account, and we may suspend, withdraw or restrict the availability of all or any part of the Portal for business, maintenance and/or operational reasons. We will try to give you reasonable notice of any such suspension or withdrawal of access. If you are unable to access your Portal Account for any reason, you may (subject to the Client Agreement) instruct us in relation to the relevant Client Account through any of the other methods provided for in the Client Agreement, or contact us to make alternative arrangements. It is your responsibility to ensure that you have alternative arrangements in place for the transmission of instructions in relation to your Client Account in the event that you are unable to access the Portal.

    5. Liability and indemnity

      1. We shall not be liable for any losses, damages, costs or expenses, howsoever arising (whether in contract, tort or otherwise), (including through any defect, error, fault, mistake or inaccuracy in the Portal, or due to any unavailability of the Portal or any part thereof), except to the extent that any such liability cannot be excluded by law, incurred or suffered by you in connection with your use of the Portal, unless such loss directly arises from our gross negligence, wilful default or fraud.

      2. Insight accepts no liability whatsoever for any action taken in reliance on the information contained in the Portal, nor for the provision of the information contained in the Material, nor for any use to which the information is put, nor for direct or indirect damages resulting from use of the Portal or its content.

      3. In any event, we shall not be liable for any indirect, consequential or special loss or damages, loss of profits, loss of goodwill, loss of opportunity or loss of anticipated savings, howsoever arising.

      4. You undertake to keep us fully indemnified against all losses, damages, claims, costs or expenses whatsoever incurred by us pursuant to or in connection with your use of the Portal, or as a result of your breach of any provision of these Portal Terms, unless arising directly from our gross negligence, wilful default or fraud. In such circumstances, you shall use your best efforts to cooperate with us in the defence of any such claim. We reserve the right to assume, at our sole expense, the exclusive defence and control of any matter subject to indemnification by you, provided that you fully cooperate with us in asserting any available defences.

      5. The provisions of this clause 6 are without prejudice to any rights, remedies and/or limitations of liability set out in any other provision of these Portal Terms.

    6. Cookies

      1. We use cookies to distinguish you from other users of the Portal. A cookie is a piece of data stored on a user's hard drive containing information about the user. For information about the cookies that we use on the Portal, and why we use them, please see: https://www.insightinvestment.com/united-states/cookie-notice/

      2. If you do not accept our use of cookies as set out in these Portal Terms, you can set your internet browser to reject cookies. However, this may impair your ability to use the Portal.

    7. Data protection

      1. Where we process personal data in connection with your Portal Account, we will do so in accordance with Applicable Law regarding data protection (as amended or superseded from time to time). For further details, please see: https://www.insightinvestment.com/privacy-notice/

    8. Amendment

      1. We may amend these Portal Terms from time to time, without notice to you. Each time you use the Portal, it is your responsibility to review these Portal Terms and ensure that you understand the terms applicable to your use of the Portal.

    9. Miscellaneous

      1. If any provision of these Portal Terms is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of these Portal Terms, nor the legality, validity or enforceability of such provision under the law of any other jurisdiction, shall in any way be affected or impaired.

      2. The rights and remedies provided for under these Portal Terms are cumulative and not exclusive of those provided for under the Client Agreement, and/or by law.

      3. We shall be under no obligation to exercise any right or remedy either at all or in a manner or at a time beneficial to you. No failure by us to exercise, or delay by us in exercising, our rights under these Portal Terms or otherwise shall operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy shall prevent further exercise of that right or remedy or the exercise of another right or remedy.

    10. Governing law and jurisdiction

      1. The Terms and any and all contracts concluded under them are governed by and shall be construed in accordance with the laws of the State of New York. You agree that any dispute/s arising out of the Terms or otherwise between us shall be subject to the exclusive jurisdiction of the United States federal courts located in New York, NY
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