Terms & Conditions and Privacy Notice

 

TAPESTRY INSIGHT LIMITED

TERMS AND CONDITIONS OF USE

Please read the following terms and conditions of use before using or subscribing to our online services, including our online incentives database ("OnTap").

OnTap and this website are owned and managed by Tapestry Insight Limited ("Tapestry").

The use of OnTap and this website is governed by these terms and conditions (as updated from time-to-time).

PAYMENT

We will send you an invoice at the start of your subscription to OnTap and on subsequent annual renewal dates.

Please make payments promptly and within 30 days from date of invoice. If you wish to dispute any invoice you should speak to us within 14 days of the invoice date so that any necessary action can be taken promptly.

DISCLAIMERS

All information provided on this website is for general information purposes only. It does not purport to be comprehensive or to provide legal, tax or any other kind of professional advice.

Tapestry expressly disclaims all liability of any kind to any and all persons and, in particular, in respect of anything done or omitted to be done wholly or partly in reliance upon the whole or any part of the contents of this website. Tapestry makes no representations about the suitability of the information and services contained on this website for any purpose.

Any user of this website does so at their own risk and assumes full responsibility for any risk or loss resulting therefrom.

No user should act or refrain from acting on the basis of any matter contained in this website without seeking the appropriate legal, tax or other professional advice for their particular facts and circumstances.

Where there is uncertainty in relation to whether or not tax or social security applies and/or needs to be withheld in a jurisdiction, the website adopts a cautious view and says that such taxes do apply and that withholding is required.

The exact structure of an award is crucial to the way that award is taxed. The tax treatment can be affected by many factors. For example, if beneficial ownership does not transfer to the participant until a vesting date sometime in the future, tax is usually deferred until that future date. On the other hand, if beneficial ownership transfers at the time of award tax is often due at the start. However, this clear distinction between ownership passing at the start and at the end can become blurred by several factors, including a restriction on the ability to sell the shares and by clawback. If the shares are in some way restricted - in that they cannot be freely sold - then sometimes the tax is reduced or deferred to reflect that restriction. If the awards are subject to clawback then, depending on the terms of that clawback, this may be seen as a forfeiture provision which may reduce or defer the tax until the clawback period falls away. Companies have subtly different clawback terms and may impose subtly different restrictions on shares. It is important, therefore, that, if companies want detailed and specific tax advice for their plans, then local counsel needs to be instructed about the detail of how the specific plans work. OnTap can only give generalised tax advice.

In some countries an individual’s individual tax rate can depend on personal factors, such as whether or not an individual is married or has children or is a member of a particular church for example. The impact of such personal factors on income tax is not always mirrored in the social security treatment.

The information on this website is provided "as is" and no representation or warranty is given or implied as to the accuracy or suitability of the information.

No attorney-client relationship will be formed or deemed to be formed with any law firms through the use of this website.

Tapestry accepts no responsibility for any loss which may arise from any interruption, suspension, termination or delay in the transmission of content or information from this website for whatever reason; or for any computer viruses or other destructive programs encountered as a result of using this website. The information, software, products, and services published on this website may include inaccuracies and/or typographical errors. Changes are periodically made to the information on this website.

Each user is the sole user of their personal identification code and password, and is responsible for the security and use of their user identification and password. Each user agrees to keep such information private and not to assign, transfer, resell or share such information with any third party.

You agree to indemnify, defend and hold Tapestry harmless from and against any and all suits, losses, claims, demands, liabilities, costs and expenses that you may sustain or incur, arising from your use of OnTap and/or this website. References to Tapestry, in this context, shall include its employees, agents, affiliates, successors, officers and assigns.

Tapestry may, in its discretion and for any reason, terminate this website at any time. On such a termination Tapestry will endeavour to give notice to subscribers and may return a proportion of the fees it has received from a user prorated to reflect the time elapsed between the date when any particular subscription started and the date of termination. Apart from such possible repayment of fees, users will have no right to receive any compensation because of the termination of the website. Tapestry may also, in its discretion and for any reason, terminate the information in relation to any particular country on this website at any time. On such a termination Tapestry will not give any notice nor return any fees and users will have no right to receive any compensation.

If there is any conflict between these terms and conditions and any other information contained on this website, these terms and conditions shall prevail.

LINKS TO OTHER WEBSITES

This website may contain links to other websites. Tapestry is not responsible for the content, policies or practices of external internet websites that link to this website or which are linked from it and does not represent or undertake that it will keep such links current.

COPYRIGHT AND REPRODUCTION NOTICE

Reproduction of part or all of the contents of this website in any form is expressly prohibited other than for

• individual use;
• use by your colleagues for the purpose of your share and incentive plans; and
• use by third parties for the purpose of administering your share and incentive plans,

otherwise it may not be copied and/or shared with any third party.

The permission to copy by an individual does not allow for incorporation of material or any part of it in any work or publication, whether in hard copy, electronic, or any other form.

You agree not to reproduce, print, re-transmit, copy, distribute, publish or sell the content of this website without the prior written consent of Tapestry. In particular, and without limitation, you may not post any content from this site to mail lists, newsgroups or electronic bulletin boards without the prior written consent of Tapestry. Duplication of content is authorised for an individual subscriber’s private and informational use only and any other duplication or use of the content of this website is expressly prohibited.

USE BY INTERMEDIARY CLIENTS - Fair Use and Non-Competition

If you are not using this website to enable you to operate your own company’s share plans and instead you are using it to enable you to offer services to your clients then you are an "Intermediary Client".

By using this website, Intermediary Clients agree that they will not share any of the information on this site with any third party (including their clients) other than in compliance with a written contract between the Intermediary Client and Tapestry.

In particular, Intermediary Clients agree that they will not copy or duplicate this website or attempt to compete with Tapestry in the provision of global incentive plan legal and tax information for a period of three years from the date that they give written notice to Tapestry that they are no longer willing to be bound by this provision.

If an Intermediary Client breaches this condition then it is agreed that the damage suffered by Tapestry is equal to the revenue it could have received had it sold subscriptions at its usual rates to each individual end user client to which the Intermediary Client has provided information from this website.

This website is offered to you by Tapestry Insight Limited, a limited company registered in England with number: 08176504. The registered address of Tapestry Insight Limited is 5&6 Sellers Wheel, 151 Arundel Street, Sheffield, S1 2NU, UK. Tapestry Insight Limited is not a law firm and is not regulated by the Solicitors Regulatory Authority. To contact us please email us at: info@tapestrycompliance.com

Any legal advice or project managing global compliance projects will be provided by lawyers working in Tapestry Compliance Limited, which is a law firm regulated by the Solicitors Regulatory Authority in the UK. Separate terms will apply.

PRIVACY NOTICE

This Privacy Notice is issued jointly by Tapestry Compliance Limited and Tapestry Insight Limited ("Tapestry") both registered at 5&6 Sellers Wheel, 151 Arundel Street, Sheffield, S1 2NU, UK.

We understand that your data privacy is important. In the course of running our business and providing services to you, we will process your personal data 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").

This Privacy Notice covers how we may use, process and store your personal data. This Privacy Notice may change from time to time - we recommend you review our Privacy Notice periodically.

How do Tapestry obtain personal data?

We want to offer you the best possible service. We may obtain your personal data during the course of running our business. Without your personal data, it may not be possible for us to provide services to you.

What data is collected?

In the course of running our business the "personal data" we process includes but is not limited to: your name, address, telephone number and email address.

Who is controlling your data?

Tapestry is the "data controller" of your personal data, as we determine why and how your personal data is processed during the course of our business.

What is the purpose and basis for processing?

Your personal data may be processed for a variety of purposes in the course of running our business and offering our services to you.

We will always process personal data in an appropriate and lawful manner in line with relevant data protection principles. As our business operates globally, different laws may apply depending on where you are based.

Processing governed by the GDPR and UK GDPR:

If you are located in the European Economic Area ("EEA") or in the UK, the processing of your data is primarily governed by the GDPR and UK GDPR. The basis on which we process your personal data is the pursuance of our "legitimate interests". These legitimate interests may include:

• to provide legal and tax advice;
• to provide training; and
• to deliver our latest newsletters and marketing materials.

We will always consider your interests, rights and freedoms when processing data as required by relevant law.

Processing governed by UK GDPR and international laws:

If you are located outside of the EEA or the UK, the processing of your data may be governed by local, national and/or other international laws as well as UK GDPR. Where laws, other than the GDPR and UK GDPR, require consent for processing data, we will assume that you consent to us processing your data in accordance with this Privacy Notice, unless you opt out.

Transferring your data

In the course of providing our services your personal data may be transferred to countries outside of the EEA, for example, we may cc you on an email sent out of the EEA.

If we hold any of your personal data which relates to an incentive award (which is unlikely) we may pass it to third parties including trustees, registrars, brokers, administrators, regulators and external advisors, who may also have a legitimate interest.

Anyone processing your personal information is required to comply with global data protection laws.

We will not pass your data to anyone for marketing purposes. We will only pass your data to third parties if required to do so by law or if necessary as part of our provision of services to you or your employer.

How long will we keep your data?

We will keep your data no longer than is necessary. If your data is no longer required it will be destroyed. Some of the factors which will affect how long we retain your data include your continued engagement with Tapestry, your status as an Alumni of the ICSA Course, and your continued receipt of our newsletters and marketing materials.

Your rights

You have a number of rights relating to your personal data and our processing of this data. In most circumstances you can request access to and correction of your personal data (and you can also request the erasure of personal data and/or object to the processing of your personal data and request a restriction, though this may impact our provisions of services to you).

Questions and who to contact

If you have any questions, complaints or concerns regarding how we handle your personal data, you can contact Chris Fallon (chris.fallon@tapestrycompliance.com).

If you are not satisfied with our response or believe our processing of your personal data is in breach of any applicable laws, you can complain to your local supervisory authority.