Terms of Access and Privacy Policy

ACUPAY SYSTEM, LLC
DATE OF LAST REVISION: 1 September 2023

Contents

  • INFORMATION ABOUT US

  • ACCESSING THE SITES

  • ACCESSING (PARTS OF THE) SITES THAT ARE PASSWORD PROTECTED

  • INTELLECTUAL PROPERTY RIGHTS

  • LIMITATION OF OUR LIABILITY

  • PRIVACY AND SECURITY

    • Personal Data Acupay Collects

    • How Acupay Uses Personal Data

    • Purposes For Which Acupay May Use Personal Data

    • Third Parties With Whom Your Personal Data is Shared

    • Data Retention

    • How to Access and Manage Your Personal Data

    • Privacy and Security Practices

    • Complaints

  • MARKETING

  • COOKIES

  • APPLICABLE LAW

  • CHANGES

  • CONTACT US

Welcome to this Acupay platform ("the Site") through which you will be able to consult information about our services, which may include tax relief, corporate actions, and related underlying information, certifications and documentation requirements. By accessing or using the Site you agree to follow and be bound by the following Terms. If you do not wish to accept these Terms you may not access the link to or use this Site for any purpose. Any terms and conditions proposed by you which are in addition to or which conflict with these Terms are expressly rejected by Acupay and shall be of no force or effect. Acupay may revise these Terms at any time without notice and the revised terms will take effect when posted.

INFORMATION ABOUT US

This Site is operated by Acupay System LLC ("We" or "Acupay"). Our headquarters are in New York (30 Broad Street, 46th Floor, NY 10004). We are also registered in England under number FC026354 and our UK trading address is Unit 3, 1st Floor Cosmopolitan House, 10A Christina Street, London EC2A 4PA.

ACCESSING THE SITES

Unless specifically agreed by Acupay as part of a separate contract, we do not guarantee that our Site, or any content on it, will always be available or be uninterrupted. Access to our Site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change any part of our Site without notice. We will not be liable to you if for any reason beyond our reasonable control, our Site is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to our Site. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. Access to the Site via an intermediary interface or program such as a bot, web crawler or the like is prohibited.

You may not use the Site in any manner that could damage, disable, overburden, or impair it or interfere with any other party's use and enjoyment of it. You may not use any system or software to extract data from the Site.

You are responsible for configuring your information technology, computer programmes and platform to access our Site. You should use your own virus protection software.

You must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.

You will only upload on or through the Site information that you have the right and authority to share with Acupay for the purposes of executing the Acupay services for which you have registered.

You will not upload any content that is false or misleading, defamatory, in breach of another's privacy, intellectual property rights or confidentiality or otherwise unlawful or a breach of any regulation or code.

ACCESSING (PARTS OF THE) SITES THAT ARE PASSWORD PROTECTED

Access to and use of the Site is restricted to authorised users only. You agree not to share your password, account information or access to the Site with any other person. You are responsible for maintaining the confidentiality of your password and account information and you are responsible for all activities that occur under your password or account because of your access to the Site. You agree to notify Acupay immediately of any unauthorised use of your password or account. If you believe your password has been compromised please contact ateam@acupay.com. If your personally identified information changes or if you no longer desire to use the Site, you may correct, update, delete or deactivate your account by emailing ateam@acupay.com.

INTELLECTUAL PROPERTY RIGHTS

We are the owner or the licensee of all intellectual property rights in our Site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. Our status (and that of any identified contributors) as the authors of content on our Site must always be acknowledged.

You may print off copies, and may download extracts, of any page(s) from our Site for your personal use. 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.

You must not use any part of the content on our Site for commercial purposes without obtaining a licence to do so from us.

LIMITATION OF OUR LIABILITY

Nothing in these Terms of Access 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 by English law.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our Site or any content on it, whether express or implied.

Unless specifically agreed by Acupay as part of a separate contract, we will not be liable to any user 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, our Site; or

  • use of or reliance on any content displayed on our Site.

In particular, we will not be liable for:

  • loss of profits, sales, business, or revenue;

  • loss of business opportunity, goodwill or reputation; or

  • any indirect or consequential loss or damage.

We assume no responsibility for the content of any third-party websites linked on our Site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

PRIVACY AND SECURITY

Acupay is committed to ensuring the security of personal data that it processes. To prevent unauthorised access or disclosure, maintain data accuracy and ensure the appropriate use of personal data, Acupay has adopted appropriate physical, electronic and managerial procedures to safeguard and secure the personal data we process. Acupay strives to protect the privacy of the personal data it processes, and inadvertent disclosure is unlikely. Acupay will take all reasonable steps to prevent inadvertent disclosure, however we cannot guarantee that third parties will never be able to defeat those procedures or use personal information for improper purposes.

Personal Data Acupay Collects

In most cases where Acupay collects personal data, it does so on behalf of another entity in its function as an agent or data processor. Acupay will only collect the personal data needed to fulfill its duties, and it will not use personal data collected for one purpose for another incompatible purpose. Personal data will only be retained for as long as necessary and in relation to the purpose for which it was collected. Acupay does not own the data that is submitted.

The personal data that Acupay collects will depend on the circumstances of your interaction with Acupay and the products, services and systems that you use or for which your data has been submitted on your behalf. The data that Acupay collects will not include more than the following, according to the service being provided:

General
Categories: Identifiers

  • Name

  • Full physical address (street and postal code) and country of residence

  • National identification number

  • Date, city, and country of birth

Acupay's Corporate Website
Categories: Identifiers, Customer Records, Commercial Purchasing Information, Internet/Network Activity, Geolocation Data, Employment Information

  • Place of employment

  • Title

  • Email address (work or personal)

  • Telephone number (work or personal)

  • Information about securities holdings and trade activity

  • Technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform

  • Information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through and from our Site (including date and time); subjects you viewed or searched for; page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page

Acupay Online Wizards
Categories: Identifiers, Biometric Information, Internet/Network Activity, Geolocation Data, Employment Information

  • Email address (work or personal)

  • Telephone and fax number (work or personal)

  • IP address

  • Signature

Acupay System and Tax Processing Services (TPS) System: Authorised Users
Categories: Identifiers, Customer Records, Biometric Information, Internet/Network Activity, Geolocation Data, Employment Information

  • Place of employment

  • Title and department

  • Email address (work)

  • Telephone and fax number (work)

  • IP address

  • Signature

  • Use of Acupay Systems, including time of login/logout and tax relief submission entry

Acupay System and Tax Processing Services (TPS) System: Beneficial Owner Data
Categories: Identifiers, Customer Records, Commercial Purchasing Information

  • Information about securities holdings and trading activity

  • Gender

  • Bank account details

Tax Reclaim Services: Beneficial Owner Data
Categories: Identifiers, Customer Records, Legally Protected Characteristics, Commercial Purchasing Information, Biometric Information, Information Detected by Senses, Employment Information

  • Place of employment

  • Title

  • Email address (work or personal)

  • Telephone and fax number (work or personal)

  • Bank account details

  • Information about securities holdings and trading activity

  • Copy of ID documents (driver's license, passport)

  • Most recent tax filing data

  • Gender

  • Signature

  • If you visit one of Acupay's offices only: CCTV footage / electronic records

Transfer Agent Services
Categories: Identifiers, Customer Records, Commercial Purchasing Information, Biometric Information, Information Detected by Senses

  • Email address (personal)

  • Telephone and fax number (personal)

  • Bank account details (if funds are to be wired directly to you)

  • Information about securities holdings and trading activity

  • Copy of ID documents (driver's license, passport, W-8 BEN)

  • Signature

In certain cases, we may also collect additional documentation and information for Know Your Client / Anti-Money Laundering (KYC/AML) purposes.

We do not usually collect special category or sensitive personal data.

How Acupay Uses Personal Data

Acupay's use of personal data depends on its role and the services it is providing. In all cases, Acupay will use the personal data that has been provided only in ways that are compatible with the purpose for which it was provided and only when the law allows it to do so. Normally, Acupay will use your personal data for the following situations:

  • Where necessary to perform a contract Acupay is about to enter into or has entered into

  • Where necessary to comply with legal or regulatory obligation(s)

  • Where necessary to pursue our legitimate interests, except where such interests would be overridden by the interests, fundamental rights, or freedoms of the data subject

Purposes For Which Acupay May Use Personal Data

Acupay may use the personal data categories and types listed above for purposes such as:

Acupay's Corporate Website
For Acupay's corporate website, Acupay operates as a data controller. We may use your information to ensure that content from our Site is presented in the most effective manner for you and for your computer and improve our Site. It may also be used to administer our Site and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes. Acupay may use the data as part of its efforts to keep its Site safe and secure.

Acupay System and TPS System Authorised Users
For Acupay System and TPS System authorised users, Acupay operates as a data controller. Acupay uses the personal data provided to identify users that have been authorised to access the relevant system. It may be used to contact you to alert you to certification or payment events that may affect the custodian bank at which you are employed or for customer support. It may also be used to send you information about new or updated features on our systems. To meet tax relief requirements, some information provided may be included on tax relief documentation created while using our Site which may require your signature.

Acupay System and TPS System Beneficial Owner Data
For beneficial owner data, Acupay operates as a data processor for its clients and Acupay System and TPS System users, who either act as data controllers or delegate the function to their selected third parties. Acupay maintains only that data which the Acupay System and TPS System users have asked it to process. The personal data provided is used to meet tax reporting requirements for the relevant country so the data subject can comply with the requirements and receive favorable tax treatment in relation to the income event(s) to which they would be entitled.

Acupay Online Wizards
For Acupay's Online Wizards, Acupay operates as a data controller for its users. Acupay uses the information provided to pre-populate documentation that is used to satisfy documentation requirements for certain tax authorities. If necessary, Acupay will use the contact details for customer support or to request clarification or further information needed to satisfy any inquiries that we or the relevant tax authority have.

Tax Reclaim Services
For Acupay's Tax Reclaim Services, Acupay operates as a data controller when entering into a Tax Relief and Reclaim Agreement and if you work with us directly to complete the paperwork necessary to facilitate the tax relief or reclaim request. Acupay operates as a data processor if it works with your authorised representative to complete the paperwork related to the tax relief or reclaim request. Acupay uses the personal data to complete tax forms needed to request post-payment tax refunds from the relevant foreign tax authorities and send invoices for Acupay's processing fees.

Transfer Agent Services
For Acupay's Transfer Agent Services, Acupay operates as a data controller. Acupay uses the personal data provided to fulfil our duties as the transfer agent, which includes maintaining an accurate and current bondholder registry, issuing bond certificates, monitoring and processing security transfers, and assisting with payment distribution reporting.

Please refer also to our Cookie Policy below.

Third Parties with Whom Your Personal Data is Shared

Acupay does not sell personal data, but to provide its products and services, it may disclose personal data to third parties, such as:

Acupay Corporate Website
For Acupay's corporate website, your personal data may be shared with analytics and search engine providers that assist us in the improvement and optimization of our site. We may also share your personal data with our business partners, suppliers and sub-contractors for the performance of any contract we enter with you.

Acupay System and TPS System Authorised Users
For Acupay System and TPS System authorised users, we share your personal data with the paying agent, depositary bank, tax authority, sub-processor or co-processor relevant to the project for which you have submitted tax relief or reclaim requests.

Acupay System and TPS System Beneficial Owner Data
For beneficial owner data submitted through the Acupay System or TPS System, we share your personal data with the issuer, paying agent, tax authority, sub-processor, or co-processor relevant to the project for which your beneficial owner data has been submitted for tax relief or reclaim requests.

Acupay Online Wizards
For Acupay's Online Wizards, we share your personal data with the tax authority relevant to the Online Wizard which you have used.

Tax Reclaim Services
For Acupay's Tax Reclaim Services, we share your personal data with the paying agent or tax authority relevant to the country and/or issue for which you are filing a tax relief or reclaim request. If required, we may also share your personal data with legal counsel employed to assist with filing the tax relief or reclaim request.

Transfer Agent Services
For Acupay's Transfer Agent Services, we share your information with the issuer of the security who has appointed Acupay as its transfer agent.

If you would like to limit or opt out of Acupay's use or sharing of your personal data, please click the link below:

Limit or Opt Out of Use or Sharing of My Personal Information

Data Retention

We will only retain your personal data for as long as reasonably necessary to fulfil the purposes for which it was collected, including for the purpose of satisfying any legal, regulatory, tax, accounting or reporting requirements. We also consider the amount, nature and sensitivity of the personal data.

How to Access and Manage Your Personal Data

Under recent data privacy regulations, such as the General Data Protection Regulation 2018 ("GDPR") and the California Privacy Rights Act ("CPRA"), data subjects have been given certain rights, like the right to request access to their personal information, as well as to ask to, correct, amend, or delete their data. They may also have the right to limit or opt out of the use or disclosure of their personal data, including sensitive personal data.

To make requests pursuant to your rights under data privacy regulations, you should:

  • For Acupay System and TPS System Authorised User, Acupay Online Wizards, or Transfer Agent Services data:

    • For GDPR-related requests, we have appointed IT Governance Europe Limited to act as our EU representative. If you wish to exercise your rights under the GDPR or have any queries in relation to your rights or general privacy matters, please email our representative at eurep@itgovernance.eu . Please ensure that you include our company name in any correspondence you send to our representative.

    • For all other requests, you can contact our Risk and Compliance Officer in New York toll-free at +1 888 385 2663 or by email at compliance@acupay.com if you have any questions.

  • For beneficial owner data submitted on the data subject's behalf by another party for Tax Reclaim Services or via the Acupay System or TPS System: You must contact the data controller. If you need help determining who the data controller is, you can contact our Risk and Compliance Officer in New York toll-free at +1 888 385 2663 or by email at compliance@acupay.com.

Acupay will not discriminate against data subjects who exercise these rights.

Acupay may request additional information to verify the data subject's identity, such as government-issued identification documents.

Privacy and Security Practices

Acupay is a global company with operations in several countries. We have developed global data practices designed to ensure that personal information is appropriately protected. The data that we collect may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). We will take all steps reasonably necessary to ensure that personal data is treated securely and in accordance with this Privacy Policy.

In relation to personal data stored in the U.S., Acupay complies with the EU-U.S. Data Privacy Framework (EU-U.S. DPF) and the UK Extension to the EU-U.S. DPF as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union and the United Kingdom to the United States. Acupay has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (EU-U.S. DPF Principles) with respect to processing of personal data received from the European Union in reliance on the EU-U.S. DPF and from the United Kingdom (and Gibraltar) in reliance on the UK Extension to the EU-U.S. DPF. If there is any conflict between the terms in this Privacy Policy and the EU-U.S. DPF Principles, the EU-U.S. DPF Principles shall govern. To learn more about the EU-U.S. DPF, and to view our certification, please visit https://www.dataprivacyframework.gov/. For the purposes of enforcing compliance with the EU-U.S. DPF program, Acupay is subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission.

Acupay complies with applicable data privacy regulations regarding the collection, use and retention of personal data. If there is any conflict between the terms in this Privacy Policy and the applicable data privacy regulations, the applicable data privacy regulations shall prevail.

Acupay may transfer personal information to our third-party agents or service providers who perform functions on our behalf. Where required by the EU-U.S. DPF or regulations in other jurisdictions that have the same purpose, we enter into written agreements requiring these third parties to provide the same level of protection the EU-U.S. DPF or regulations in other jurisdictions that have the same purpose require and limiting their use of the data to the specified services provided on our behalf. We take reasonable and appropriate steps to ensure that third party agents and service providers process personal data in accordance with our EU-U.S. DPF obligations or obligations of regulations in other jurisdictions that have the same purpose and to stop and remedy any unauthorised processing. Under certain circumstances we may remain liable for the acts of third parties who perform services on our behalf for their handling of personal data that we transfer to them.

Note that Acupay may disclose personal information to third parties if we are under a duty to disclose or share that data to comply with any legal obligation, in response to lawful requests by public authorities, including requests to meet national security or law enforcement requirements, or to enforce or apply our Terms of Access.

Complaints

In compliance with the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF, Acupay commits to resolve complaints about the collection or use of your personal information. EU and UK individuals with inquiries or complaints regarding our handling of personal data received in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF should first contact our Risk and Compliance Officer by email at compliance@acupay.com. Please mention "PRIVACY/DATA PROTECTION POLICY" in the subject of your inquiry for the attention of our Risk and Compliance Officer.

In compliance with the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF, Acupay commits to cooperate and comply respectively with the advice established by the EU data protection authorities (DPAs) and the UK Information Commissioner’s Office (ICO) and the Gibraltar Regulatory Authority (GRA) with regard to unresolved complaints concerning our handling of personal data received in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF.

You may have the option to select binding arbitration for the resolution of your complaint under certain circumstances, provided you have taken the following steps:

  • raised your complaint directly with Acupay and provided us with the opportunity to resolve the issue;

  • made use of the independent dispute resolution mechanism operated by the EU DPAs and the UK ICO; and

  • raised the issue submitted to the EU DPAs and the UK ICO with the US Department of Commerce and allowed the US Department of Commerce an opportunity to resolve the complaint.

For more information on binding arbitration, see the US Department of Commerce's EU-U.S. DPF : Annex 1 (Arbitral Model).

COOKIES

We use cookies on this Site. We do not link the information we store in cookies to any personally identifiable information you submit while on our site. We use both session ID cookies and/or persistent cookies. We use session cookies to make it easier for you to download documents on the site. A session ID cookie expires when you close your browser. A persistent cookie remains on your hard drive for an extended period. You can remove persistent cookies by following directions provided in your internet browser's "Help" file. Our web analytics product may use cookies to track page views and users on the site. This information is only used by Acupay to analyse the traffic on our websites. This information is not tied to personally identifiable information. If you reject cookies, you may still use our site, but your ability to use some areas of our site, such as document downloads will be limited.

MARKETING

When registering on the Site, you may have the option of receiving promotional information, press releases and newsletters. From time to time we may send users of our systems e-mail messages with new site feature announcements, enhancements, maintenance information and general updates. We provide you the opportunity to 'opt-out' of having your personally identifiable information used for certain purposes, when we ask for this information. If you no longer wish to receive our newsletter and promotional communications, you may opt-out of receiving them by following the instructions included in each newsletter or communication or you may email us at unsubscribe@acupay.com.

APPLICABLE LAW

This Terms of Access and Privacy Policy, its subject matter and its formation, are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

If any portion of these Terms of Access should be determined to be illegal, invalid or unenforceable, the remainder will survive and remain in full force and effect.

CHANGES

We may change this Terms of Access and Privacy Policy from time to time to account for changes made necessary by laws, regulations, and industry standards, or due to changes to our business and the services we offer. We review our Privacy Policy at least on an annual basis.

CONTACT US

If you have any queries or complaints about this Policy or if you require guidance as to which category of user you fall within, Acupay has a data protection representative who may be contacted by phone at +1 888 385 2663 or by email at compliance@acupay.com.