These terms are valid for customers who sign up to the Tumelo Platform on or after Thursday 5th May 2019.

About Tumelo

We are Tumelo Limited (“Tumelo”, “we”, "us" or “our”), commonly known as Tumelo. Our mission is to help pension and retail investors create and benefit from a more sustainable investment system.

• We are a company registered in England and Wales.
• Our registered company number is 11072709.
• Our registered office is at 13 Berkeley House, Charlotte Street, Bristol, BS1 5PY.
• Our trading office is at Runway East, 101 Victoria Street, Bristol, BS1 6PU.
• Our Data Protection Register number is ZA487614.

Introduction

Please read these terms and conditions (the “Terms”) and our privacy policy (“Privacy Policy”) very carefully. You acknowledge and agree that by creating an account with Tumelo you signify that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not accept these Terms or our Privacy Policy, you are not permitted to use Tumelo's services. We recommend that you save or print a copy of the Terms for future reference. Whilst all of these Terms are important, you should pay particular attention to:

• the conditions of use of Tumelo's services;
• when we may terminate these Terms; and
• our liability to you.

Any terms you have with your respective mobile network provider (“Mobile Provider”) or your internet service provider (“Internet Service Provider”) continue to apply and you may be charged by the Mobile Provider and the Internet Service Provider for access to network connection services for the duration of the connection while accessing Tumelo's services. You will be solely responsible for any costs and other charges or expenses charged by your internet service provider or network operator and any other third party provider in relation to your internet service, your mobile service and any use of Tumelo's services. In the event you are not the bill payer for the device being used to access Tumelo's services, you will be assumed to have obtained permission from the relevant bill payer for using Tumelo's services. Tumelo's services are for domestic, personal or business use. If you use Tumelo's services for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

Contact Us

If you experience any problems with Tumelo's services please do not hesitate to get in touch, Tumelo will aim to respond to all email requests within 3 working days.

• You can email us at hello@tumelo.com
• Or write to Runway East, 101 Victoria Street, Bristol, BS1 6PU.
• The language of communication will be English.

Tumelo's Services

• Your pension and investments are used to buy pieces of the biggest companies in the world like Apple, Twitter and Shell. Every year, all of these companies vote on issues that affect how they are run, like climate change and human rights. Because you own pieces of these companies through your pension we believe you should also have a voice. We partner with investment and pension providers ("provider", "your provider", "our provider partners") to enable them to give you that voice.
• If your provider has partnered with Tumelo, you can access our services from within the email, website, portal or app made available by your provider ("provider app"). In some cases, Tumelo's services will be delivered via a Tumelohosted online platform in the branding of your provider marked with "Powered by Tumelo". Tumelo's services may also be delivered via Application Programming Interfaces (APIs).
• Service and marketing emails you may receive in relation to our services may also appear in the branding of your employer or your provider where we have been given permission to do so. We do this to streamline and improve your user experience.
• Tumelo's services give you the ability to see the companies you own directly or indirectly within the pension and/or investments associated with our provider partner. These company lists are generated by a) a feed of instrument names from your provider associated to your account with them and b) a feed of underlying holdings data from relevant fund managers. Tumelo's services also give you the ability to vote on shareholder votes and fund manager questions associated with any companies you may own.
• The data on our online platform is powered by Tumelo's services and will be owned by us. By using Tumelo's services, you agree to give us access to the information in your investment and pension account associated with the relevant provider partner. We will use that information in the ways set out in the Privacy Policy.
• The creation of this data is dependent on Tumelo's receiving correct, timely data regarding your account via your provider, fund managers and third-party data providers. Tumelo shall not be responsible for any errors arising from incorrect or incomplete data, or data which is delivered to Tumelo's services late.
• We summarise shareholder votes and fund manager questions which we choose and that are publicly available. We make these votes and questions available to you on the platform for voting In favour or Against. By using our service, you acknowledge that by voting you are expressing your *preference *for the final vote outcome; you acknowledge that you are not voting at the official annual general meeting and that your vote is non-binding.
• Tumelo shall not be responsible for the final vote outcome, nor whether your providers and/or fund managers acknowledge, consider or act upon the aggregated votes we send them.
• Tumelo shall not be responsible for any changes to a share price or your account value following the result of a vote or fund manager question you or we have been involved in. Tumelo shall not be responsible for any financial decisions you make following the use of this platform. No financial advice is provided on the platform.
• If you vote, we make our best reasonable effort to make sure your provider and/or fund manager sees your anonymised vote preference before placing their legal vote but we do not accept responsibility for the fund manager viewing this information in time for or ahead of casting their legal vote.
• You will provide Tumelo with such information as may reasonably be required by Tumelo in order to provide Tumelo's services.
• Tumelo will send you vote notification emails as part of our core service. These emails will tell you about upcoming votes and vote results as well as updates relevant to your community. You can switch off service emails in email preferences or by emailing us at privacy@tumlo.com
• Over time, Tumelo's services may provide you with additional services that we think will be interesting and helpful to you, for example, the ability to suggest shareholder questions. We will write to you to tell you about these new services and features and will update our Terms and Privacy Policy according.

Registration

You acknowledge and agree that the information provided by you to us is true, accurate and correct. You agree to promptly notify us in writing or by email in the event of any changes to any of your information.

• Any login details you create in relation to Tumelo's services are for your own personal use only and you must keep your login details confidential and secure. Sharing your login details with any other person is strictly prohibited.
• You must notify us immediately if you suspect or become aware of any unauthorised use of your login details or any breach of our security by sending an email to us at privacy@tumelo.com and giving details of the unauthorised use or breach.
• Without prejudice to our rights and remedies, we reserve the right to promptly disable or suspend your access to Tumelo's services, if, in our reasonable opinion, we believe that you have breached any of the provisions of these Terms.

Your Privacy

We only use any personal data we collect through your use of Tumelo's services in the ways set out in our Privacy Policy.

• Please be aware that internet transmissions are never completely private or secure and that any message or information you send using Tumelo's services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

Technical Requirements

1. In order to use Tumelo's services, you are required to have internet access and a device.
2. You must ensure that your device contains adequate antivirus protection and any appropriate firewall protections to prevent unauthorised access and use. We reserve the right to upgrade the functionality of Tumelo's services from time to time. This may require you to update, at your own cost, the functionality of other compatible software in order to ensure compatibility with Tumelo's services. If you upgrade your provider app you will automatically receive the latest version of Tumelo's services with the latest functionality.

Availability

We will try to ensure that Tumelo's service is available for use at all times. However, Tumelo's services are provided over the internet and mobile networks and as part of the provider app and so their operations and availability may be affected by factors outside of our control at any time for any reason. We do not guarantee that use of or access to Tumelo's services will always be available and/or uninterrupted, or that it will always be error-free.

Conditions of Use

• In return for your agreeing to comply with these Terms, you may:
  ◦ access Tumelo's services on your device as our standalone platform or as part of your provider app and view, use and display Tumelo's services on the device for your personal purposes only; and
  ◦ use any related documentation to support the use of Tumelo's services as permitted by these Terms.
• Your right to use Tumelo's services is personal to you. You may not otherwise transfer access to Tumelo's services or the content stored in Tumelo's services to anyone else for any reason.

The ways in which you can use Tumelo's services may also be governed by terms imposed by the app store from which you downloaded the provider app. In the event of a conflict between these Terms and the relevant app store terms, the app store terms shall take priority.

Restrictions

• Unless you have requested and received our prior written consent or unless expressly permitted in these Terms, you must not:
  ◦ copy any part of Tumelo's services except as part of the normal use of Tumelo's services or where it is necessary for the purpose of back-up;
  ◦ distribute, sub-license, assign, share, or otherwise transfer Tumelo's services or your right to use Tumelo's services;
  ◦ circumvent, disable or otherwise interfere with security-related features of Tumelo's services or features that (x) prevent or restrict use or copying of any part of Tumelo's services or (y) enforce limitations on use of Tumelo's services, in each case other than to exercise your rights.
  ◦ use Tumelo's services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously (for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into Tumelo's services or into any operating system);
  ◦ infringe any rights (including intellectual property rights) belonging to us or any third party in relation to your use of Tumelo's services;
  ◦ transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of Tumelo's services;
  ◦ use Tumelo's services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; or
  ◦ use Tumelo's services in any manner not expressly authorised by these Terms.

You must comply with any applicable third party terms and conditions in respect of your use of Tumelo's services.

Intellectual Property Rights

All intellectual property rights in Tumelo's services and related documentation throughout the world belong to us and our licensors and the rights in Tumelo's services are licensed (not sold) to you. You have no intellectual property rights in, or to, Tumelo's services or related documentation other than the right to use them in accordance with these Terms.

Our Liability

• We are not responsible for loss or damage you suffer as a result of using Tumelo's services. We are not responsible for any loss or damage that is not foreseeable.
• Circumstances, where loss or damage is not foreseeable, includes but shall not be limited to:
  ◦ any use of Tumelo's services in a manner that we do not authorise;
  ◦ ending, suspending or restricting the use of Tumelo's services in accordance with these Terms;
  ◦ any loss or damage caused by us in circumstances where there is no breach of a contractual obligation or legal duty owed to you by us; or
  ◦ any loss or damage (including to any device or content belonging to you) caused by us to the extent that such loss or damage results from your negligence, your failure to follow our reasonable instructions or any other breach of these Terms (or any other contract you have in place with us), unless and to the extent that we were in breach of a legal obligation or duty of care owed to you by us.
• Nothing in the Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under English law.
• Tumelo's services have not been developed to meet your individual requirements. Please check that the facilities and functions of Tumelo's services (as described on our website and in the related documentation) meet your requirements.
• If our provision of support for Tumelo's services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but you may terminate these Terms by ceasing to use Tumelo's services and deleting or removing it from your device.
• Tumelo's services, which are available through your our online platform or your provider app and other third-party applications, is controlled and offered by us from our facilities in the United Kingdom. We make no representations that Tumelo's services are appropriate or available for use in other locations. Those who access or use Tumelo's services from other jurisdictions do so of their own volition and are responsible for compliance with local law.

Third-Party Websites

• You acknowledge that Tumelo's services may contain links to third party websites (whether by way of advertisements or otherwise) that are not owned or controlled by us. Such links are provided for your reference only. We do not control such websites and are not responsible for the contents or your use of them, and as a result, we do not accept responsibility for the availability, suitability, reliability or content of such third party websites.
• Our inclusion of such hyperlinks in Tumelo's services does not imply any endorsement of the material or the views expressed within them.

Support

• If you think Tumelo's services are faulty or misdescribed or wish to contact us for any other reason please email our customer service team at support@tumelo.com.
• If we have to contact you we will do so by email, by SMS, by push notification or by pre-paid post, using the contact details you have provided to us.

Changes to Tumelo's Services

• From time to time we may automatically update Tumelo's services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update Tumelo's services for these reasons.
• If you choose not to install such updates or if you opt-out of automatic updates you may not be able to continue using Tumelo's services.

Changes to these Terms

• These Terms may only be modified with our prior written consent. We may alter or amend these Terms, including introducing new terms, that are: (i) the result of a change in the law or regulation or our business; (ii) necessary for the provision of Tumelo's services; or (iii) the result of any improvements to Tumelo's services.
• If we make any changes (including any changes to our policies), We will give two (2) months’ prior written notice to you by email. If you notify us in writing or by email within the two (2) months that you do not accept the change, these Terms will terminate immediately. By continuing to use Tumelo's services after the two (2) month period, you are accepting such changes to these Terms.
• We are under no obligation to notify you of any changes to these Terms that result in minor adjustments or corrections to these Terms.

Transfer of Rights

• We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing or by email if this happens and we will ensure that the transfer will not affect your rights under these Terms.
• You may only transfer your rights or your obligations under these Terms to another person if we agree in writing or by email.

Termination

• These Terms apply from when you click “create account” upon creating an account on our online platform or linking Tumelo's services with your provider app and will remain in full force and effect while you use Tumelo's services until terminated.
• We may terminate these Terms and your use of Tumelo's services, or suspend your use of Tumelo's services, immediately by written notice to you if:
  ◦ we consider that you have used Tumelo's services in violation of these Terms;
  ◦ in our reasonable opinion, we believe there has been unauthorised access to Tumelo's services; or
  ◦ we have a legal or regulatory obligation imposed on us, which requires us to cease providing Tumelo's services.
• We may terminate these Terms and your use of Tumelo's services, or suspend your use of Tumelo's services, by written notice to you for any other reason provided that we give you two (2) months’ written notice by email, SMS or via an electronic communication via Tumelo's services.
• You can terminate these Terms by ceasing to use Tumelo's services and contacting us by email on support@tumelo.com asking us to close your account.
• Upon termination for any reason:
  ◦ all rights granted to you under these Terms cease, including any rights under a loyalty scheme;
  ◦ you must cease all activities authorised by these Terms; and
  ◦ you must delete or remove Tumelo's services from your device.

General

1. These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to allow anyone other than you or us to enforce any term of these Terms or the Privacy Policy.
2. Even if we delay in enforcing these Terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaching these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
3. These Terms are governed by English law (including noncontractual disputes or claims) and you can bring legal proceedings in respect of these Terms and Tumelo's services in the English courts. If you live in Scotland you can bring legal proceedings in respect of these Terms and Tumelo's services in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of these Terms and Tumelo's services in either the Northern Irish or the English courts.
4. If any provision of the Terms is deemed invalid by a court of competent jurisdiction, the relevant provision shall be deemed modified to the minimum extent necessary to make it valid, and the invalidity of such provision will not affect the validity of the remaining provisions of these Terms which will remain in full force and effect.
5. Without prejudice to any other rights or remedies that we may have, you acknowledge and agree that damages alone would not be an adequate remedy for any breach of these Terms by you. Accordingly, We shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these Terms.