These VLK IM Portal Terms and Conditions (hereinafter: the "Conditions") form part of the agreement entered into by the Client and Van Lanschot Kempen Investment Management (UK) Limited (hereinafter: "VLK IM"), under which VLK IM provides certain services to the Client for the Client's Assets (hereinafter: the "Agreement"). 

Capitalised terms in the Conditions shall have the meaning ascribed to them in the Agreement, unless deviated from in these Conditions.

These Conditions apply to the Client's use of VLK IM's online portal (the "VLK IM Portal"), which the Client may use pursuant to the Agreement. The VLK IM Portal provides, inter alia, the following information about the Services:

- Client details
- Overview of Assets, transactions and performance
- Overview of monitoring of Investment Funds and External Asset Managers
- Access to various documents such as reports, or ISAE 3402 statement

The VLK IM Portal offers information only and does not provide any means of ordering to VLK IM or other communication with VLK IM.

1. Authorisation 

1. VLK IM allows the Client to designate natural persons as users of the VLK IM Portal and thereby authorises them to use the VLK IM Portal (such users hereafter: “Authorised Users”). The Client warrants that the Authorised Users notified by it to VLK IM are authorised to do so. 
2. The Client shall agree with any Authorised User that the Authorised User shall only use the VLK IM Portal in accordance with this VLK IM Portal Agreement.
3. If an Authorised User gives a confirmation to VLK IM via the VLK IM Portal or performs any other legal act, the digital confirmation requested in the VLK IM Portal (via mouse click) shall be deemed to be on behalf of the Client and a sufficient legally valid act for VLK IM to be able to rely on. 

2. Equipment, connection and software 

1. The Client or any Authorised User is responsible for the proper equipment, connection and software required to use the VLK IM Portal or which may affect it. In particular, with regard to the software installed by the Client or any Authorised User, it shall be provided with current (security) updates, not illegal, and downloaded through authorised channels (software suppliers, websites, app stores). 
2. The Client has, and follows, IT security measures for the use of its equipment, connection and software that are appropriate to its business operations, taking into account the latest technology. If VLK IM reasonably suspects shortcomings in the Client's IT security measures or in the Client's use of the VLK IM Portal, VLK IM shall be entitled to impose instructions on the Client regarding the continued use of the VLK IM Portal. 

3. Instructions

1. VLK IM is authorised to give instructions to the Client on the use of the VLK IM Portal or on the equipment, connection and programmes used by the Client for the VLK IM Portal, and may
impose additional requirements or restrictions on certain parts of (the use of) the VLK IM Portal.
2. VLK IM shall be entitled to change the instructions, arrangements and conditions for the use of the VLK IM Portal after prior reasonable notice in order to allow the Client to make adjustments if necessary. 
3. VLK IM is authorised to temporarily disable the VLK IM Portal or any part thereof, including for maintenance or for security reasons. VLK IM will inform the Client about this in advance.

4. Access

1. The Client, or any Authorised User, can access the VLK IM Portal by using login credentials, such as a combination of username and password or an access code. 
2. The login methods are owned by VLK IM. The intellectual property behind them (or a licence to them) and the technology VLK IM uses also belong to VLK IM in ownership. The Client is not permitted to apply such intellectual property and technology for any purpose other than a lawful use in accordance with these Terms and the Agreement. 
3. VLK IM is authorised to require the Client to access the VLK IM Portal by other means, for example by using a new password or access code.
4. If an Authorised User loses the login details or other information required to access the VLK IM Environment, it should immediately contact VLK IM at: investmentmanagementportal@vanlanschotkempen.com. 
 
5. Safe use

1. The Client and any Authorised User handle the login details and personal codes with due care and confidentiality. 
2. As long as the Client or any Authorised User is logged into the VLK IM Portal, it will always check whether it is in the secure environment. As soon as the Client or any Authorised User ends the visit to the VLK IM Portal, she will log out for this purpose.
3. The Client or any Authorised User shall never pass on the login details, personal code or access code by telephone, e-mail or in any other way. This also applies if a third party approaches the Client or Authorised User by telephone, e-mail or in person, indicating that they are employees of VLK IM. VLK IM never asks for personal codes in this way.
4. If the Client knows or suspects that an unauthorised third party knows the Client's login details or personal codes, it must immediately notify VLK IM via investmentmanagementportal@vanlanschotkempen.com and, if possible, change the login details or personal codes itself. Thereafter, VLK IM will keep the VLK IM Portal temporarily disabled until there is sufficient certainty that the VLK IM Portal can be used securely again. 

6. Liability, force majeure, indemnity

The provisions in the Agreement on liability, force majeure and indemnification shall apply mutatis mutandis to the use of the VLK IM Portal. In deviation from the Agreement, the use of the VLK IM Portal shall (also) be subject to exclusions of liability of VLK IM - except for wilful intent, gross negligence, fraud or to the extent provided by mandatory law - in the following cases:

– The VLK IM Portal or any part of it is not working or not working properly;
– Information, including calculations, on the VLK IM Portal has been posted incorrectly or late;
– Login details, personal codes or passwords do not work;
– The Client's or VLK IM's equipment or programmes do not work or do not work properly;
– Unauthorised use of login details, personal codes or passwords;
– Non-compliance with these Terms, the Agreement or instructions from VLK IM; 

7. Termination

1. Once the Agreement has been validly terminated, VLK IM will close access to the VLK IM Portal, unless otherwise agreed.
2. VLK IM is entitled to terminate access to the Client for the VLK IM Portal or any part thereof, temporarily or otherwise, provided it has informed the Client at least 30 days in advance. If material interests so warrant, VLK IM may apply a reasonable shorter period. 
3. The Client is entitled to terminate the use of the VLK IM Portal at any time during the term of the Agreement, by giving written notice to VLK IM via investmentmanagementportal@vanlanschotkempen.com and at least 30 days before the desired moment of termination.  

8. Amendment

1. VLK IM is entitled to amend these Terms and Conditions. At least 30 days before the amendment takes effect, VLK IM shall notify the Client by sending an e-mail to the Client's contact person as appointed in the Agreement. VLK IM is authorised to suffice in this communication with a reference to the location on VLK IM's website for the new version.
2. If the Client does not wish to agree to a change in the Terms, the Client must notify VLK IM thereof no later than five days before the change takes effect. In that case, VLK IM is authorised - but not obliged - to close the VLK IM Portal for the Client, or at least - if possible - the part of the VLK IM Portal to which the change relates.