Vanguard Investor Choice Offering

Introduction

These Terms cover your use of Tumelo’s products and services (“Services”), in connection with your participation in Vanguard’s Investor Choice offering (as described further in the section titled “Tumelo’s Services” below).

Please read these terms and conditions (the “Terms”) and our Privacy Policy very carefully. These Terms apply to you in connection with your participation in Vanguard’s Investor Choice offering. By choosing to participate in Investor Choice and entering into Vanguard’s Investor Choice terms and conditions (the “Vanguard Terms”), you acknowledge and agree that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, and acknowledge that no separate signature or acceptance of these Terms is required. References in these Terms to “you”, “your” or the “User” (and variants thereof) are to you and your authorised representatives.

You are 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:

• when we may terminate these Terms; and
• the provisions governing the scope, limitations and exclusions, as applicable, of our liability to you under the Terms.

These Terms shall only apply in connection with your participation in Vanguard’s Investor Choice offering and , for the purposes of Vanguard’s Investor Choice offering only, constitute the entire agreement between you and Tumelo and supersede and extinguish all prior agreements and understandings, both written and oral, between you and Tumelo. For the avoidance of doubt, these Terms are separate from, and are to be read alongside, the Vanguard Terms, which govern the separate contractual relationship between you and Vanguard in respect of Vanguard’s Investor Choice offering.

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.
  

If you experience any problems with Tumelo's services, please do not hesitate to get in touch. You can email us at support@tumelo.com for user support or enquiries. Or write to Runway East, 1 Victoria Street, Bristol, BS1 6AA. The language of communication will be in English.

Tumelo's services

As an investor in one or more participating funds, Vanguard Asset Management, Ltd. (“VAM”) and Vanguard Global Advisors, LLC (“VGA”) and its affiliates (together, “Vanguard”) are offering you the opportunity to direct shareholder voting decisions in respect of votes held by these funds through the shares of certain companies, by selecting a policy from a list of policies offered by Vanguard (each a “Voting Policy” and together the “Voting Policies”) which aligns with your, or your underlying clients’, voting preferences and priorities (“Investor Choice”).

Your access to Vanguard’s Investor Choice is contingent upon you meeting the eligibility criteria (as determined by Vanguard) for the relevant participating fund, on an ongoing basis. Please refer to the Vanguard Terms and other information made available to you by Vanguard, for further information, including regarding the eligibility criteria, and Vanguard funds and underlying companies in scope of Vanguard’s Investor Choice offering.

Tumelo shall make all reasonable endeavours to ensure that your Voting Policy decision is delivered to relevant third parties in a timely manner.

Tumelo is a stewardship technology provider. We are not a proxy adviser, we do not make voting recommendations, and we do not design or provide the Voting Policies.

Please note that Vanguard, at its discretion and in certain circumstances, may override the voting recommendation issued under your selected Voting Policy.

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.

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 and to Investor Choice, 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 each of Tumelo and Vanguard 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.

Support and communications

If you think Tumelo's services are faulty or misdescribed or wish to contact us for any other reason, please email us at support@tumelo.com. If we have to contact you, we will do so by email, 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. The revised Terms will be made available to you. 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 (i) until these Terms are terminated; or (ii) the Vanguard Terms are 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 or email 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;
• we have been instructed by Vanguard to terminate or suspend your access; 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 giving us 30 days’ notice, in which case you must also notify Vanguard in writing at the same time.

However, please note that termination of these Terms would mean that you no longer have the ability to participate in Vanguard’s Investor Choice offering.

Upon termination for any reason:

• all rights granted to you under these Terms cease;
• you must cease all activities authorised by these Terms; and
• Vanguard shall be entitled to terminate the Vanguard Terms with immediate effect and/or otherwise be able to cease or restrict your access to Investor Choice.

These Terms shall terminate automatically and with immediate effect upon Tumelo's receipt of written notice from Vanguard of the termination (for any reason) of the Vanguard Terms, without the need for any further notice or action by you or Tumelo. The consequences of termination set out in this section shall apply equally to any such automatic termination.

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.

Where you transfer your rights or obligations under the Vanguard Terms (with Vanguard's consent in accordance with those terms), such transfer shall, with immediate effect and on your immediate written notification of such transfer to Tumelo, also operate as a transfer of your rights and obligations under these Terms to the same transferee, who shall be deemed to have accepted and be bound by these Terms in your place. Our consent shall be deemed given in such a case. For the avoidance of doubt, these Terms may not be transferred by you separately otherwise than in accordance with the Vanguard 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.

During your use of the Services, 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 receiving the Services;
• To improve your user experience and that of other Users receiving the Services;
• To develop and design new features for our Services;
• 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 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, use reasonable endeavours to 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 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) death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation; or (ii) 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.

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 prevent or restrict use or copying of any part of Tumelo's Services or 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 the Vanguard 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 or the Vanguard Terms.

You must comply with any applicable third-party terms and conditions in respect of your use of Tumelo's Services and, in particular, the Vanguard Terms.

General

Save that each of Vanguard is entitled to enforce in its own right under the Contracts (Rights of Third Parties) Act 1999 any provision of these Terms that is expressed to be for its benefit, these Terms do not give rise to any other 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.

You acknowledge and agree that damages alone may not be an adequate remedy for any actual or threatened infringement or misuse of our intellectual property or any unauthorised commercial use of data or outputs obtained through the Services in breach of these Terms. In those circumstances, we may seek injunctive or other equitable relief.