Terms and conditions
1. ACCESS TO THE MICROSITE
1.1 The Microsite (defined below) is a web-based tool operated by LGIM that offers Users (as defined below) access to certain information, materials and data, subject to your acknowledging and accepting the Microsite Use Terms & Conditions (the "Ts&Cs") below.
1.2 Please read the Ts&Cs carefully and make sure that you understand them before proceeding with use of the Microsite. By using the Microsite you shall be deemed to have accepted the Ts&Cs. Please note that we may amend the Ts&Cs without notice at any time, and any use of the Microsite after such amendments have been made shall be treated as signifying your acceptance of the applicable Ts&Cs at the time you access the Microsite. If you do not agree to the Ts&Cs you must not use the Microsite.
1.3 References to "LGIM", “Legal & General”, “we” or “us” in these Ts&Cs shall mean Legal & General Investment Management Limited, a company incorporated in England & Wales with registered office at One Coleman Street, London EC2R 5AA (Registered No. 2091894), and/or its Affiliates (as defined below). Legal & General Investment Management Limited and its Affiliates are authorised and regulated by the Financial Conduct Authority.
1.4 References to "you" and "User" in these Ts&Cs shall be a reference to you, the user of the Microsite (a "User").
In these Ts&Cs the following definitions shall apply:
Affiliate: means LGIM's holding company and ultimate holding company and each of its subsidiary companies and joint ventures and its holding company's and ultimate holding company's subsidiary companies and joint ventures from time to time, "holding company" and "subsidiary" having the meanings given to them in section 1159 of the Companies Act 2006;
Applicable Law: means any applicable law, statute, bye law, regulation, order, regulatory policy, compulsory guidance, industry code of practice (voluntary or otherwise), rule of court or directives, common law or law of equity, delegated or subordinate legislation in any applicable jurisdiction;
Confidential Information: means all information which party may have or acquire before or after the date of these Ts&Cs, however conveyed, which relates to a party's (or, in relation to LGIM, any member of the Legal & General Group's) business, products, developments, trade secrets, know‑how, personnel, suppliers and customers (whether or not designated as "Confidential Information" by the disclosing party) and all information derived from any of the above and all information designated as confidential or which ought reasonably to be considered confidential;
Content: means any services, products, text, graphics, audio, visual (including still visual images) and/or audio-visual material, software, applications, data, database content or other multimedia content, trade marks, information, communications, documents and material (including the metadata relating to any such content) made available to a User on the Microsite;
Intellectual Property Rights: means all intellectual property rights including patents, registered designs, trade marks and service marks , copyright, database right, design right and all similar property rights including those subsisting (in any part of the world) in inventions, designs, drawings, performances, computer programs, semi-conductor topographies, confidential information (including know-how), business names, goodwill and the style and presentation of goods or services, in each case whether registered or unregistered, and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world;
Legal & General Group: means LGIM and its Affiliates;
Loss: means any loss, damage, payment, cost (including reasonable legal costs and expenses), expense, award, charge, fine and/or other liability (as the case may be) and "Losses" shall be construed accordingly;
Microsite: means the LGIM DC Member microsite made available to Users, including the Content and any other features or information made available by LGIM on the microsite or accessible via the microsite;
Permitted Purpose: means use of the Microsite to read, view or download client and non-client specific documents, and/or fund information; and
Regulator: means all relevant governments, statutory or regulatory bodies (including but not limited to the Information Commissioner, the Financial Conduct Authority and any successors to any such regulators) in any applicable jurisdiction or any other competent authority or entity having responsibility for the regulation, licensing or governance of the Microsite.
3.1 The User acknowledges and agrees: (i) that LGIM makes no recommendation or endorsement with respect to the Content whatsoever and the User shall not hold LGIM out as making any such recommendation or endorsement; (ii) that LGIM shall not be liable for any failure or delay in uploading and hosting Content to the extent that such failure or delay arises from circumstances beyond the reasonable control of LGIM; and (iii) not to make any announcement, statement or disclosure concerning LGIM and/ or the Microsite without the prior written consent of LGIM.
3.2The User and LGIM acknowledge and agree that all Intellectual Property Rights in the Content are the property of LGIM and/or its licensors and nothing in the Ts&Cs confers on the User any right of ownership in nor any licence to the Content.
3.3LGIM may stop making any or all of the Content available on the Microsite, for any reason and without notice.
3.4 Each party warrants that it has the right to agree to these Ts&Cs, and to perform all of its obligations under these Ts&Cs.
4. INTENDED USE AND INFORMATION
4.1 At LGIM's discretion, you may be granted access to the Microsite. By using the Microsite you represent, warrant and agree that you have full capacity, power and authority to access the Microsite.
4.2 You are not authorised to copy, distribute or otherwise make use of any logo, trademark or other Intellectual Property Rights of LGIM which appear on the Microsite, except as expressly permitted in these Ts&Cs or by prior written agreement with LGIM.
4.3 The Content is provided for general information only and does not constitute advice of any kind (including investment, tax or legal) on which you should rely, or a recommendation to buy or sell any product or service or investment.
4.4 Please note that any services or products referred to by LGIM on this Microsite will be subject to their own terms and conditions, which you must also read.
4.5 The Content on this Microsite is available to persons or entities based in the United Kingdom and is not available to persons in any jurisdiction where LGIM is not registered or authorised to engage in any investment business or activity requiring registration or authorisation. In particular, this Microsite and the Content is not directed at any person that is resident in the United States ("US Persons"), and no offer or invitation is made to any US Persons to acquire or sell any service, product or security referred to.
4.6 The provision of any information in this Microsite does not constitute an offer to US Persons to purchase securities.
4.7 The Content provided on the Microsite is being made available to you solely in connection with the Permitted Purpose specified in these Ts&Cs.
4.8 If you choose to access Content on this Microsite, it is your responsibility to comply with the applicable local, national or international laws and any use of this Microsite outside the United Kingdom is entirely at your own risk. You should seek advice on your position from your professional advisers.
5.1The Microsite and the Content is provided "as is" and “as available” and no representations or warranties are given with respect to the Microsite or the Content (including without limitation warranties of merchantability and fitness for a particular purpose). In addition LGIM does not guarantee that the Content and/or any information accessible from or via the Microsite is accurate, complete or current.
5.2 LGIM does not guarantee that the Microsite or the Content will always be available or be uninterrupted. Access to the Microsite is permitted on a temporary basis and LGIM may suspend, withdraw, discontinue or change all or any part of the Microsite and/ or the Content without notice. LGIM will not be liable to you if for any reason the Microsite and/or the Content is unavailable at any time or for any period.
5.3 You are responsible for making all arrangements necessary for you to have access to the Microsite, and you are also responsible for ensuring that all persons who access the Microsite through your internet connection are aware of these Ts&Cs and that all such persons comply with these Ts&Cs.
5.4 To the fullest extent permitted by law, LGIM excludes all conditions, warranties, representations or other terms which may apply to the Microsite or any Content, whether express or implied. Your use of the Microsite and any Content or features is at your own risk.
5.5 In no event shall LGIM be responsible for any loss or damage of whatever kind arising out of access to or use or reliance on any information posted on the Microsite or any Content or other information contained in or accessed through the Microsite.
6.1 If you are a business customer, you may establish links to the Microsite on your company's intranet only. No other links to the Microsite are permitted by LGIM, unless LGIM has provided written consent otherwise. LGIM reserves the right to deny permission for any such links to the Microsite or to withdraw any existing permission at its sole discretion on reasonable notice.
6.2 If you establish a link to this Microsite, in so doing you warrant to LGIM that:
6.2.1 you shall not in any manner imply that LGIM is endorsing your investment strategies or policies or any statement made by you;
6.2.2 you shall not post or transmit material that is libellous, defamatory, obscene, fraudulent, misleading, harmful, that violates the property rights of others (including without limitation infringing use of copyright or trademark), that violates the privacy of others, or that is in violation of any applicable laws; and
6.2.3 you shall not to infringe any third parties' Intellectual Property Rights.
7. THIRD PARTY LINKS AND RESOURCES IN THE MICROSITE
Where the Microsite contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as endorsement by LGIM of those linked websites and LGIM has no control over the contents of those sites or resources.
8.1 LGIM does not guarantee that the Microsite will be secure or free from bugs, viruses or other malicious code.
8.2 You are responsible for configuring your information technology, security, computer programmes and platform in order to access the Microsite, and you should use your own virus protection software.
8.3 You must not misuse the Microsite by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.
8.4 You must not attempt to gain unauthorised access to the Microsite, the server on which the Microsite is stored or any server, computer or database connected to the Microsite.
8.5 You must not attack the Microsite via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you commit a criminal offence under the Computer Misuse Act 1990.
8.6 LGIM will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Microsite will cease immediately.
9. INTELLECTUAL PROPERTY
9.1 The Legal & General Group is the owner or licensee of all Intellectual Property Rights in the Microsite and all material published on the Microsite, unless stated otherwise. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
9.2 All trade marks, service marks, company names or logos are the property of their respective holders and no permission is given by LGIM in respect of the use of any such trademarks, service marks, company names and logos, and any such use may constitute an infringement of the holders’ rights.
9.3 You may print off reasonable numbers of copies and may download extracts of any page(s) from the Microsite solely for your own personal use and you may draw the attention of others within your organisation to content posted on the Microsite. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
9.4 The status of LGIM (and that of any identified contributors) as the authors of Content on the Microsite must always be acknowledged. Any other use of Content on the Microsite is strictly prohibited.
9.5 In no event are you permitted to publish, re-transmit, re-distribute or otherwise re-produce any of the content which appears on any page of the Microsite in any format to anyone else (other than in accordance with the paragraph above), and you are prohibited from using any such content from the Microsite in connection with any business or commercial enterprise without obtaining a licence to do so from LGIM or its licensors.
9.6 If you print off, copy or download any part of the Microsite in breach of the Ts&Cs, your right to use the Microsite will cease immediately and you must, at LGIM's option, return or destroy any copies of the materials you have made.
10. PRIVACY AND COOKIES
11.1 Subject to Clause 11.2, LGIM excludes all liability for any loss or damage and whether in tort (including without limitation negligence), contract or otherwise in connection with:
11.1.1 your use of, inability to use, or the results of use of the Microsite;
11.1.2 your use of or reliance on any content displayed on the Microsite;
11.1.3 any websites linked to the Microsite or the material on such websites; and
11.1.4 any failure or performance error, omission, interruption, defect, delay in operation or transmission, system failure, unavailability or suspension of the Microsite, virus, distributed denial-of-service attack or other technologically harmful material that may infect your computer equipment, software, data or other proprietary material on account of your use of the Microsite or your downloading of any material from the Microsite or any websites linked to the Microsite.
11.2 Notwithstanding any other provision of these Ts&Cs and, in particular, the limitations in Clauses 11.3 and 11.4, nothing in these Ts&Cs shall exclude or limit either party’s liability under, or in connection with, these Ts&Cs for:
11.2.1 fraud or fraudulent misrepresentation;
11.2.2 death or personal injury resulting from the negligence of that party; or
11.2.3 for any other matter in respect of which liability cannot by applicable law be limited or excluded.
11.3 Subject to Clause 11.1, neither party shall be liable to the other party for any consequential or indirect Losses suffered or incurred by the other party, in each case of any kind whatsoever, whether in contract, negligence or any other tort, under statute or otherwise, that arise under or in connection with these Ts&Cs. If you are a business customer, the exclusion of liability in this Clause 11.3 shall include each party's liability to the other for loss of profits, data, sales, business, or revenue, business interruption, loss of anticipated savings, loss of business opportunity, goodwill or reputation.
11.4 LGIM assumes no responsibility for the content of websites linked on the Microsite. Such links should not be interpreted as endorsement by LGIM of those linked websites. LGIM will not be liable for any loss or damage that may arise from your use of them.
12.1 You shall keep LGIM's Confidential Information confidential and shall not divulge the same to any third party except for the purposes of these Ts&Cs, nor use LGIM's Confidential Information for any other purpose without the prior written consent of LGIM.
12.2 The provisions of this Clause 12 shall not apply to any Confidential Information that the receiving party can show:
12.2.1 is in the public domain in substantially the same combination as that in which it was disclosed to the receiving party other than as a result of a breach of these Ts&Cs or any other obligations of confidentiality;
12.2.2 is or was lawfully received from a third party not under an obligation of confidentiality with respect thereto;
12.2.3 is required to be disclosed under Applicable Law, by court order or by any Regulator (but then only to the extent and for the purpose required);
12.2.4 is approved for disclosure in writing; or
12.2.5 was developed independently of and without reference to Confidential Information disclosed by the other party.
12.3 Each party shall be entitled to divulge the other party's Confidential Information to its employees, agents, directors, officers, authorised sub-contractors, professional advisors and consultants (which, in the case of LGIM, shall include its Affiliates) who have a need to know the same in connection with these Ts&Cs provided that the receiving party shall ensure that such persons are aware of and, shall procure that such persons comply with, these obligations as to confidentiality or equivalent obligations as to confidentiality.
12.4 LGIM's Confidential Information shall include any and all know how, documentation and Confidential Information, (including the terms and conditions of these Ts&Cs) whether commercial, financial, technical, operational or otherwise relating to the business, affairs, customers, suppliers or methods of its Users that is disclosed to or otherwise directly or indirectly obtained by Supplier in connection with these Ts&Cs. All right, title and interest in LGIM's Confidential Information shall rest solely with LGIM.
If any court or competent authority finds that any provision of the Ts&Cs (or part of any provision) is invalid, illegal or unenforceable (including, without limitation, any provisions in which LGIM excludes or limits its liability to you), that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the remaining Ts&Cs will survive in full force and effect.
Applicable laws may require that certain information or communications be in writing. When using the Microsite, you accept and agree that communication with LGIM may be electronic. LGIM may provide you with information by posting notices on the Microsite. For any contractual purposes, you agree to electronic means of communication and you acknowledge that all contracts, notices, information and other communications that LGIM make available to you via the Microsite comply with any legal requirements that such communication be in writing. This provision does not affect your statutory rights.
If LGIM fails at any time to insist upon strict performance of any of your obligations under the Ts&Cs, or if LGIM fails to exercise any of its rights or remedies to which LGIM is entitled under these Ts&Cs, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
16. ENTIRE AGREEMENT
These Ts&Cs set out the whole agreement between you and LGIM in relation to the use of the Microsite. Each party acknowledges that in entering into the Ts&Cs it does not do so on the basis of or in reliance upon any representations, or promises undertakings, warranties or other statements (whether written or oral) of any nature whatsoever except as may be expressly provided in these Ts&Cs.
17. LAW AND JURISDICTION
17.1 These Ts&Cs and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
17.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Ts&Cs or their subject matter or formation (including non-contractual disputes or claims).