Portal Terms and Conditions

Welcome to the Benchmark Share Plan Portal website (the “Portal”). This notice is issued by Benchmark Holdings plc (the “Company” or “Benchmark”), a company registered in England and Wales under number 04115910 with its registered office at Benchmark House, 8 Smithy Wood Drive, Sheffield, S35 1QN and The RM2 Partnership Limited (“RM2”), a company registered in England and Wales under number 04613097, with its registered office at Sycamore House, 86-88 Coombe Road, New Malden, Surrey, KT3 4QS.

This legal notice applies to the Portal and to any correspondence relating to the Portal. Please read these terms carefully before using the Portal.

Benchmark’s Privacy Policy also applies to your use of the Portal and sets out the terms on which Benchmark may process any personal data it collects from you, or that you provide to it.

By using the Portal, you warrant that all data provided by you is accurate.

Benchmark and RM2 may revise the legal notice at any time by updating this posting. You should check the Portal from time to time to review the then current legal notice, because it is binding on you. Certain provisions of this legal notice may be superseded or amended by expressly designated legal notices or terms located on particular pages of the Portal.

You understand and agree that this site is not intended to provide investment advice or tax advice to any extent to you or to any other person or entity and that RM2 and Benchmark and their respective affiliates make no representation of tax consequences of any transaction conducted via the Portal. This Portal allows us to process and store personal data so that we can provide a service to you in connection with shares and options and to meet our legal obligations.

1. Portal Access & Reliance on Information

While Benchmark and RM2 endeavour to ensure that the Portal is normally available 24 hours a day, neither shall be liable if for any reason the Portal is unavailable at any time or for any period. Access to the Portal may be temporarily suspended and without notice in the case of system failure, maintenance or repair for reasons beyond the control of Benchmark and/or RM2. Benchmark and RM2 do not guarantee that the Portal will be free from errors or omissions.

RM2 may discontinue or change at any time any of the services available through the Portal. While Benchmark and RM2 endeavour to ensure that the information on the Portal is correct, they do not warrant the accuracy and completeness of the material on the Portal. Benchmark and RM2 may make changes to the material on the Portal at any time without notice. The material on the Portal may be out of date and BENCHMARK and RM2 make no commitment to update such material.

2. User enrolment

2.1 Each enrolment is for a single user only. Benchmark and RM2 do not permit you to share your username and password with any other person nor with multiple users on a network.

2.2 You agree to maintain the confidentiality of your username and password and to notify RM2 in the event your username and password are lost or stolen or you become aware of an unauthorised use or transfer of your username and password. Neither RM2 nor Benchmark will be financially responsible for any costs or damages caused to you by the loss theft or the unauthorised use or transfer of your username and password unless such loss theft or unauthorised use is directly and immediately caused by our negligence, bad faith or wilful misconduct.

2.3 You acknowledge that many of the notices related to your participation as an equity participant of the Benchmark Group Share Plans will be given by RM2 via email and as such you agree to maintain a current email address with RM2 and any change in the email address must be communicated to RM2.

2.4 You acknowledge all notices given by the Company under any provision of the Company Law, the Certificate of Incorporation or Memorandum and Articles of Association of the Company or related to your participation in the equity programmes of the Company via email.

2.5 RM2 has taken all reasonable steps to provide a secure environment for your personal information and to protect the information from loss, misuse and unauthorised access disclosure alteration and destruction on the site. However, RM2 is not responsible for the accuracy or reliability of messages sent or received by e-mail over the internet as it is a public network.

3. Links to and from other websites

3.1 Links to third party websites on the Portal are provided solely for your convenience. If you use these links you leave the Portal. Benchmark and RM2 do not control and are not responsible for these websites or their content or availability. If you decide to access any of the third-party websites linked to the Portal, you do so entirely at your own risk.

3.2 You warrant that you will not create any links to the Portal without the express permission of RM2 and shall fully indemnify RM2 and/or Benchmark for any loss or damage suffered by RM2 and/or Benchmark for any breach.

4. Permissions

4.1 You may print and download extracts from the Portal for your own use or to use as evidence for tax and other government/legal authorities on the following basis:

(a) no documents or related graphics on the Portal are modified in any way and any graphics are not used separately from the corresponding text;

(b) the Company’s copyright and trademark notices and this permission notice appear in all copies.

4.2 Unless otherwise stated, the copyright and other intellectual property rights in all material on the Portal (including without limitation photographs and graphical images) are owned by Benchmark and/or RM2. For the purposes of this legal notice, any use of extracts from the Portal other than in accordance with clause 4.1 for any purpose is prohibited. If you breach any of the terms in this legal notice your permission to use the Portal automatically terminates and you must immediately destroy any downloaded or printed extracts from the Portal.

4.3 Subject to clause 4.1, no part of the Portal may be reproduced or stored in any other website or included in any public or private retrieval system or service.

5. Portal Material and Conduct

5.1 You are prohibited from posting or transmitting to or from the Portal any material:

(a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;

(b) for which you have not obtained all necessary licences and/or approvals;

(c) which constitutes or encourages conduct that would be considered a criminal office, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or

(d) which is technically harmful (including without limitation computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

5.2 You may not misuse the Portal (including without limitation by hacking).

5.3 Benchmark and RM2 shall fully co-operate with any law enforcement authorities or court order requesting or directing them to disclose the identity or locate anyone posting any material in breach of clause 5.1 or clause 5.2.

6. Liability

6.1 You understand and agree that this site is not intended to provide investment advice or tax advice to any extent to you or to any other person or entity, and that RM2 and Benchmark and their respective affiliates make no representation of tax consequences of any transaction conducted via the Portal.

6.2 You agree to indemnify and hold RM2 and the Company harmless for any tax penalties, interest claims, expenses (including legal fees) or any other costs or losses that you may incur caused by or related to the use of or reliance upon in any manner information contained or reflected on this site. Benchmark and RM2 have no liability to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

use of, or inability to use, the Portal; or
use of or reliance on any content displayed on the Portal; or
the results of use of the Portal; or
any websites linked to the Portal or the material on such websites.

6.3 Benchmark and RM2 will not be liable to you for any loss of profit, loss of anticipated savings, loss of opportunity or any indirect or consequential loss or damage.

6.4 Benchmark and RM2 have no liability to you for any loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of the Portal or your downloading any material from the Portal or any websites linked to the Portal.

6.5 Nothing in this legal notice shall exclude or limit Benchmark and/or RM2’s liability for:

(a) death or personal injury caused by negligence; or

(b) fraud or fraudulent misrepresentation; or

6.6 If your use of the Portal results in damage to Portal software or data, you agree to be liable for the reasonable costs of any servicing, repair or correction of the Portal software or data.

6.7 You agree to indemnify and hold RM2 and the Company harmless for any claims losses or expenses (including legal fees) it incurs as a result of your failure to comply with these terms and conditions or for any unauthorised use of this site.

6.8 You also agree that under no circumstances will RM2 or the Company be responsible for consequential incidental special or punitive damages (even if such damages could reasonably be foreseen) or for any loss caused by events not within our control.

7. Data Processing

RM2 needs to hold certain personal information about you. This is so that they can send you invitations, grant you options, transfer shares to you and keep a record of your shareholdings and / or options over Shares in the Company. The information that RM2 will hold about you is limited to the following:

Your name
Your current address
Your email address (which may include a personal or work email address)
Your social security number
Your employee number (if required by the Company)
Bank details (this would only be collected/held if they needed to pay you, for example, a dividend from your shares)

RM2 will not share this information with anyone apart from HMRC, in order to fulfil their legal reporting obligations and to ensure that the Plan obtains any tax benefits. They may also share it with any Group Company.

You can at any time ask to see the information RM2 holds about you, ask for it to be corrected, or ask RM2 to stop holding data about you. Please contact the Company if you would like to do this.

8. Governing Law and Jurisdiction

This site is operated and resides on servers located within England, but can be accessed from jurisdictions whose laws may differ from those of England. By accessing the site you agree that the laws of England and Wales, without regard to conflicts of law provisions, will apply to all matters arising out of or in connection with the site. You also agree to submit to the exclusive personal jurisdiction and venue of the courts of England and Wales with respect to such matters.

All personal information held about you is held and processed in accordance with the European General Data Protection Regulation ("GDPR") and other applicable data protection laws, including the Data Protection Act and the UK version of GDPR enacted under the European Withdrawal Act 2018 ("UK GDPR")

Contact us. All notices and other communications sent by you to us must be sent via the Benchmark Share Plan Portal or by email to operations@rm2.co.uk. Where communicating with us by email you must include your full name and employee number/participant ID/email address.