Terms & Conditions

The Terms set out below are effective from 20th September 2023. 

These Terms cover your use of Tumelo’s products, services and websites (“Services”). You accept these Terms by signing up for, using the Services and/or continuing to use the Services after a change to the Terms. 

 

Introduction

Please read these terms and conditions (the “Terms”) and our privacy policy (“Privacy Policy”) very carefully. You acknowledge and agree that by using Tumelo’s Services 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. 

You’re responsible for ensuring the information you provide when using our Services is true, accurate and kept up to date.  

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. 

Tumelo's Services are for domestic, personal or business use. If you use Tumelo's Services for any commercial or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 

About Tumelo

We are Tumelo Limited (“Tumelo”, “we”, "us" or “our”), commonly known as Tumelo. Our mission is to empower shareholder democracy with technology that supports impactful stewardship. 

  • We are a company registered in England and Wales. 
  • Our registered company number is 11072709. 
  • Our registered office is at Runway East, 1 Victoria Street, Bristol, BS1 6AA. 
  • Our Data Protection Register number is ZA487614.
Contact us

If you experience any problems with Tumelo's services, please do not hesitate to get in touch. 

  • You can contact our support team for user support or enquiries.
  • Or write to Runway East, 1 Victoria Street, Bristol, BS1 6AA.
  • The language of communication will be English.

Tumelo's services

Pension member dashboard

By signing up to the Tumelo pension member dashboard, you confirm that you are invested in the corresponding portfolio or fund displayed to you on the platform. You are responsible for informing Tumelo if this is not the case by contacting our support team. 

All votes submitted through the pension member dashboard are expression of wish votes and do not constitute a binding instruction to the fund manager. The fund manager retains the legal right to vote. 

Tumelo shall make all reasonable endeavours to ensure that your expression of wish vote is delivered to the fund manager. However, Tumelo cannot guarantee that the fund manager will receive or act upon your expression of wish vote. 

Voting (institutional) investors and retail shareholders)

The type of vote available to you will depend on the specific terms in place with each fund on the Tumelo platform. You may be offered the option to place either an expression of wish or a pass-through vote: 

  • An expression of wish vote is advisory only and does not constitute a binding instruction to the fund manager. 
  • A pass-through vote gives you voting rights over the companies in the fund in proportion to the money you have invested. 

Tumelo shall make all reasonable endeavours to ensure that your expression of wish or pass-through vote is delivered to the relevant third party in a timely manner.  

For expression of wish, the fund manager retains the legal right to vote.  

For pass-through voting, the fund manager, at its discretion, may override your pass-through vote in instances where it considers this to be appropriate.  

We make reasonable endeavours to make voting available on all companies in your eligible investments, but we do not support voting on companies whose primary stock market listing is in jurisdictions that do not allow split voting. We reserve the right to cancel any votes placed on such companies.  

Tumelo shall not be liable for any loss, damage, or liability arising from a missed vote, where such a failure is caused by inaccurate, out of date, or incomplete data provided by a third party or the fund manager.   

Institutional Investors are obligated to vote on all proposals at each meeting, either manually or automatically via a policy. If an Institutional Investor fails to vote on any proposal, none of their votes will be submitted for the meeting. In such cases, all voting rights for that meeting will revert to the fund manager. 

Unless otherwise noted, Tumelo only supports Pass Through Voting on organisations which: offer ordinary shares; the class of the share carries voting rights; are publicly listed companies; are in markets that support split voting; are held directly by a Covered Fund. For the avoidance of doubt, Tumelo does not support Pass Through Voting on depository receipt instruments, on organisations held within an investment trust, or on votes relating to the issuing companies of collective investment vehicles. 

If you hold State Street Global Advisor (SSGA) funds, then the following will also apply: 

State Street Global Advisors, Proxy Voting Program (the "Program")

1. Risk Factors Associated with the Program

  • Investors in certain SSGA SPDR ETFs Europe I Plc, SSGA SPDR ETFs Europe II Plc and State Street Global Advisors Luxembourg SICAV funds (the “Relevant Funds”) may from time to time, choose to participate in the Program under which such investors may direct that a pro-rata portion of a portfolio company shares held by a Relevant Fund, corresponding to such investors’ percentage ownership of the Relevant Fund (such pro-rata portion of portfolio company shares, “Relevant Fund holdings”), be voted pursuant to a proxy voting policy made available by Institutional Shareholder Services (“ISS”), a third party proxy voting administrator. Relevant Fund Holdings voted in accordance with an ISS policy made available through the Program may be voted on the basis of factors different from, or inconsistent with, factors that such investors or State Street Global Advisors (“SSGA”) might choose. SSGA takes no responsibility for the design, operation, or application of any ISS proxy voting policy.

  • The availability of the Program is subject to any applicable regulatory, operational (including in respect of fractional voting rights), local market (including any applicable local restrictions on split voting), tax, cost, or other constraints of the third party proxy voting or SSGA. Voting at meetings may or may not occur on certain occasions, including where power of attorney documentation is required, where voting will have a material impact on SSGA’s ability to trade the security, where voting is not permissible due to sanctions affecting a company or an individual, where issuer-specific special documentation is required, or where various market issuer certifications are required. If a Relevant Fund participates in securities lending, the Program is not available in respect of shares which are on loan and not recalled by a Relevant Fund to vote. The Program is not available when a custodian or its sub-custodian does not offer proxy voting in a jurisdiction or when it charges a meeting specific fee in excess of the typical custody service agreement.

  • Neither SSGA nor any third-party proxy voting administrator nor any other person shall have any liability to any investor related to the operation of the Program, including without limitation for any failure for any reason of shares to be voted as contemplated by the Program.

  • A third party proxy voting administrator’s interpretation of how a voting policy should be applied in respect of a vote may be different than an investor’s interpretation as to how the policy should be interpreted in respect of that vote.

  • SSGA reserves the right to suspend or cancel, in full or in part, the Program (in any one instance or more broadly), including with immediate effect, in its sole discretion. This may result in shares being voted in accordance with the SSGA’s proxy voting policy rather than in accordance with an investor’s choice of voting policy.


2. Regulatory Reporting Obligations

  • For the avoidance of doubt, no obligation is assumed by SSGA or ISS in respect of any regulatory reporting obligation that may be owed by an investor in any jurisdiction as a result of its participation in the Program. 

3. Costs

  • SSGA does not currently intend to charge any fee in connection with the provision of proxy voting choice in accordance with the ISS options outlined above, but reserves the right to do so in the future upon prior notice.

 

If you have investment exposure to regulated collective investment schemes operated by entities within the Legal & General Group (each “L&G”) which are within scope of Pass Through Voting Services provided by Tumelo, then the following will also apply:  

Legal & General: Regulated Collective Investment Scheme Pass Through Voting Services (the "Services") 

1. Basis of provision of the Services 

  • The availability of the Services is subject to any applicable regulatory, operational (including in respect of fractional voting rights), local market (including any applicable local restrictions on split voting), tax, cost, or other constraints of the third party proxy voting or L&G. Voting at meetings may or may not occur on certain occasions, including where power of attorney documentation is required, where voting will have a material impact on L&G’s ability to trade the security, where voting is not permissible due to sanctions affecting a company or an individual, where issuer-specific special documentation is required, or where various market issuer certifications are required.  
  • L&G has the right to override any, and all of the pass through votes users submit where it considers it appropriate other than votes in respect of Legal & General Group Plc shares. 
  • Should users elect not to vote on a resolution, L&G shall vote on its behalf according to its voting policy.  
  • L&G reserves the right to suspend or cancel, in full or in part, the Service (in any one instance or more broadly), including with immediate effect, in its sole discretion.  

2. Terms of Use 

  • Use of the Services is at the user’s own risk and to the fullest extent permitted under law, L&G does not accept any liability/responsibility for any losses, damages frustration or inconvenience  the user or any other party may incur through its use of the Services. This non-liability includes but shall not be limited to: 

a) the availability of the Services from time to time; 
b) any use of the Services in a manner that the L&G or Tumelo do not authorise; 
c) ending, suspending or restricting the use of the Services;  
d) any failure of a third party (including a proxy intermediary or custodian) to submit votes to the issuer; or 
e) any loss or damage caused in relation to any party’s use of the Services 

3. Regulatory Reporting Obligations 
  • Use of the Services is at the user’s own risk and to the fullest extent permitted under law, L&G does not accept any liability for any losses or damages the user or any For the avoidance of doubt, no obligation is assumed by L&G in respect of any regulatory reporting obligation that may be owed by an investor in any jurisdiction as a result of its participation in the Service.  

4. Costs  

  • L&G does not currently intend to charge any fee in connection with the provision of the Service, but reserves the right to do so in the future upon prior notice. 
5. Confidentiality  
  • You shall not, without the prior written consent of L&G, disclose the details of any voting policy, voting decisions which L&G has made or any other exercise of L&G’s rights as owner of one or more securities. You may, without the prior written consent of L&G, disclose any information you obtain in relation to this Services (i) to the extent required by law or competent authority; and (ii) to your professional advisors where it is reasonably necessary for the performance of their services to you in relation to the Services. 

For the purposes of this section, Legal & General Group means Legal & General Group Plc and its the subsidiary and parent undertakings from time to time, and any subsidiary undertaking of any such parent undertaking while it is a parent undertaking of Legal & General Group Plc concerned, “subsidiary undertaking” and “parent undertaking” each as defined in section 1162 (together with Schedule 7) of the Companies Act 2006, as amended from time to time. 

 

Stewardship platform reporting 

Tumelo provides reporting capabilities to asset owners and investment consultants through its stewardship platform ("Reporting Services"). While Tumelo strives to ensure the accuracy, completeness, reliability, and timeliness of the data and information provided within the Reporting Services, Tumelo relies on data supplied by third parties and, as such, does not guarantee, warrant, or represent that such data and information will be error-free or without any inaccuracies, omissions, or other defects. Tumelo accepts liability for any losses suffered by you where such losses are caused in whole or in part by its own breach of these Terms and Conditions, negligence, wilful default or fraud.    

Third-party data aggregators 

For the purposes of providing voting to retail shareholders only, you acknowledge and agree that Tumelo may utilise third-party data aggregators and service providers, or any other similar services ("Third-Party Data Aggregators"), to facilitate the provision of these services. Tumelo shall clearly communicate the use of such Third-Party Data Aggregators, as well as any accompanying terms and conditions, to the User during the sign-up process or as otherwise required. 

By opting to use Tumelo's services, the User expressly agrees to assume all risks associated with the use of Third-Party Data Aggregators and to hold Tumelo harmless from any claims or losses resulting from any inaccuracies, omissions, or other errors in the data provided by such Third-Party Data Aggregators unless such claims or losses resulting from any inaccuracies, omissions, or other errors are caused in whole or in part by Tumelo’s breach of these Terms and Conditions, negligence, wilful default or fraud. 

Third-party vote policies

By using the services provided by Tumelo, the User acknowledges and agrees that Tumelo grants access to third party vote policies ("Third Party Policies"), which may offer independently-researched recommendations concerning the direction of votes on certain matters. Should you elect to utilise any such Third Party Policy, Tumelo may, upon the User's instruction, facilitate automatic voting on the User's behalf, in accordance with the recommendations provided by the selected Third Party Policy.  

By using Third-Party Policies, the User acknowledges that vote recommendations may not be provided for all available proposals, and are provided at the absolute discretion of the third party. Where recommendations are not available, none will be displayed to the User, and no automatic vote will be placed on the User’s behalf. 

Tumelo undertakes a process of due diligence in the selection of Third Party Policies and conducts initial and regular reviews of these parties and the Third Party Policies to ensure their adherence to Tumelo’s standards. 

Tumelo expressly disclaims any and all warranties, express or implied, regarding the Third Party Policies, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement. By opting to use any Third Party Policy, the User agrees to bear all risks associated with the use of such policy, including any reliance on the accuracy, completeness, or usefulness of the information or recommendations provided therein. 

Data accuracy and prohibited use 

The User acknowledges and agrees that, while Tumelo uses all reasonable endeavours to ensure the accuracy, completeness, reliability, and timeliness of the data and information provided across all its products and services, Tumelo does not guarantee, warrant, or represent that such data and information which is not within its reasonable control will be error-free or without any inaccuracies, omissions, or other defects. Tumelo expressly disclaims any and all liability for any loss, damages, costs, or expenses, whether direct or indirect, arising out of or in connection with the use of, or reliance upon, any data or information which is not within its reasonable control and which is provided through Tumelo's products and services. 

Furthermore, the User agrees not to extract, reproduce, distribute, or otherwise use any data or information obtained from Tumelo's Services for any commercial purposes, unless expressly authorized in writing by Tumelo. Any unauthorised use of data or information from Tumelo's Services may result in the termination of the User's access to Tumelo's Services, as well as potential legal action. 

By using Tumelo's Services, the User agrees to assume all risks associated with the data accuracy and prohibited use, and to hold Tumelo harmless from any claims or losses resulting from any inaccuracies, omissions, or other errors in the data or information provided, or any unauthorised use of such data or information. 

 

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 or business purposes, provided that such use is in alignment with the intended use 
  • use any related documentation to support the use of Tumelo's services as permitted by these Terms. 

Support

If you think Tumelo's services are faulty or misdescribed or wish to contact us for any other reason please contact our support team. 

If we have to contact you we will do so by email, SMS, push notification or 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, for example to improve performance, enhance functionality, or address security issues. If you are unhappy with any changes we make you may discontinue your use of Tumelo’s Services. 

Changes to these Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time, 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 a revision is material, we use all reasonable endeavours to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. 

By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, you may discontinue your use of Tumelo’s Services. 

 

Termination

These Terms apply from when you commence using Tumelo’s Services, 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, email, SMS or push notification 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 will endeavour to give you notice of this where possible.  

You may terminate these Terms by ceasing to use Tumelo's Services and, where applicable, by deleting your account, either within the platform or by contacting our support team. Upon termination for any reason: 

  • all rights granted to you under these Terms cease; 
  • you must cease all activities authorised by these Terms.

IP 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 in accordance with these Terms. 

Third-party websites 

You acknowledge that Tumelo's Services may contain links to third party websites  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. 

 

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. 

 

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. 

During your use of the Platform, we will collect and store data, referred to as "Supplier Data". This encompasses, but is not limited to, personal information such as your name and email address, your chosen voting policy, your voting behaviour, and any comments you make.  

This "Supplier Data" is collected for the following permitted purposes: 

  • To enhance the personalisation of services for you and other Users on the Platform; 
  • To improve your user experience and that of other Users on the Platform; 
  • To develop and design new features for the Platform; 
  • To provide aggregated, anonymised vote preference, usage, and/or behavioural data to third parties, ensuring no third party could identify the source of the Supplier Data; 
  • To provide reports about fund manager voting behaviour which may identify Authorised Users; 
  • To publish information derived from Supplier Data on our website or other promotional materials, given that such data is anonymised and aggregated; 
  •  In the event of any loss of, or corruption to, Supplier Data, we shall, at our own cost, recover and restore the Supplier Data as soon as is reasonably practicable.  

 

Liability 

Subject to the above Terms and Conditions, your use of Tumelo’s Services is at your own risk and we accept no liability for any losses or damages you may incur through your use of the Services. This non-liability 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 (i)any loss of, or corruption to, Supplier Data caused by our negligence, wilful default or fraud; (ii) death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation;  (iii) or any other liability that cannot be excluded or limited under English law. 

Tumelo's Services are 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. 

 

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 contacting our support team and giving details of the unauthorised use or breach. 

 

Availability  

Tumelo Services shall be available 99.5% of the time, measured on a monthly basis but excluding scheduled maintenance. However, 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. 
 

Restrictions (prohibited uses) 

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; 
  • 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. 

CUSIP Global Services (CGS) Data 

The User agrees and acknowledges that: 

  • CGS Data shall remain valuable intellectual property owned by, or licensed to, CGS and ABA, and that no proprietary rights are being transferred to the User in such materials or in any of the information contained therein; 
  • misappropriation or misuse of CGS materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, the User agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled; 
  • the use of any CGS numbers and descriptions do not intend to create or maintain, and do no serve the purpose of the creation or maintenance of, a master file or database of CGS descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for any other services currently offered by CGS and/or any other future services developed by CGS;  
  • neither CGS, ABA, nor any of their affiliates, make any warranties, express or implied, as to the accuracy, adequacy or completeness of any of the information. All such materials are provided to the User on an "as is" basis, without any warranties as to merchantability or fitness for a particular purpose or use nor with respect to the results which may be obtained from the use of such materials; 
  • neither CGS, ABA, nor any of their affiliates, shall have any responsibility or liability for any errors or omissions nor shall they be liable for any damages, whether direct or indirect, special or consequential, even if they have been advised of the possibility of such damages;        
  • CGS Data will only be downloaded to a desktop/computing device used solely for such Users individual use and not for any centralized, interdepartmental or shared use; 
  • Once downloaded to a desktop/computing device, the CGS Data must remain on such Desktop User's desktop/computing device and may not be uploaded, copied, transferred to, stored or managed in any other desktop/computing device, including that of another Desktop User, or any device, directory, database or other repository that is shared or can be accessed by others (for example, the download functionality may not be used to populate master security databases). 

General

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. 

Even if we delay in enforcing these Terms, we can still enforce them 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. 

These Terms are governed by English law (including non-contractual 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. 

If any provision of these 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. 

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.