Terms & Conditions

The Terms set out below are effective from 20th September 2023. 

These Terms cover your use of Tumelo’s products, services and websites (“Services”). You accept these Terms by signing up for, using the Services and/or continuing to use the Services after a change to the Terms. 

Introduction

Please read these terms and conditions (the “Terms”) and our privacy policy (“Privacy Policy”) very carefully. You acknowledge and agree that by using Tumelo’s Services you signify that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not accept these Terms or our Privacy Policy, you are not permitted to use Tumelo's Services. We recommend that you save or print a copy of the Terms for future reference. 

You’re responsible for ensuring the information you provide when using our Services is true, accurate and kept up to date.  

Whilst all of these Terms are important; you should pay particular attention to: 

• the conditions of use of Tumelo's Services; 

• when we may terminate these Terms; and 

• our liability to you. 

Tumelo's Services are for domestic, personal or business use. If you use Tumelo's Services for any commercial or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 

About Tumelo

We are Tumelo Limited (“Tumelo”, “we”, "us" or “our”), commonly known as Tumelo. Our mission is to empower shareholder democracy with technology that supports impactful stewardship. 

• We are a company registered in England and Wales. 
• Our registered company number is 11072709. 
• Our registered office is at Runway East, 1 Victoria Street, Bristol, BS1 6AA. 
• Our Data Protection Register number is ZA487614.

If you experience any problems with Tumelo's services, please do not hesitate to get in touch. 

• You can contact our support team for user support or enquiries.
• Or write to Runway East, 1 Victoria Street, Bristol, BS1 6AA.
• The language of communication will be English.
  
  

Tumelo's services

Pension member dashboard

By signing up to the Tumelo pension member dashboard, you confirm that you are invested in the corresponding portfolio or fund displayed to you on the platform. You are responsible for informing Tumelo if this is not the case by contacting our support team. 

All votes submitted through the pension member dashboard are expression of wish votes and do not constitute a binding instruction to the fund manager. The fund manager retains the legal right to vote. 

Tumelo shall make all reasonable endeavours to ensure that your expression of wish vote is delivered to the fund manager. However, Tumelo cannot guarantee that the fund manager will receive or act upon your expression of wish vote. 

Voting (institutional) investors and retail shareholders)

The type of vote available to you will depend on the specific terms in place with each fund on the Tumelo platform. You may be offered the option to place either an expression of wish or a pass-through vote: 

• An expression of wish vote is advisory only and does not constitute a binding instruction to the fund manager. 
• A pass-through vote gives you voting rights over the companies in the fund in proportion to the money you have invested. 

Tumelo shall make all reasonable endeavours to ensure that your expression of wish or pass-through vote is delivered to the relevant third party in a timely manner.  

For expression of wish, the fund manager retains the legal right to vote.  

For pass-through voting, the fund manager, at its discretion, may override your pass-through vote in instances where it considers this to be appropriate.  

We make reasonable endeavours to make voting available on all companies in your eligible investments, but we do not support voting on companies whose primary stock market listing is in jurisdictions that do not allow split voting. We reserve the right to cancel any votes placed on such companies.  

Tumelo shall not be liable for any loss, damage, or liability arising from a missed vote, where such a failure is caused by inaccurate, out of date, or incomplete data provided by a third party or the fund manager.   

Institutional Investors are obligated to vote on all proposals at each meeting, either manually or automatically via a policy. If an Institutional Investor fails to vote on any proposal, none of their votes will be submitted for the meeting. In such cases, all voting rights for that meeting will revert to the fund manager. 

Unless otherwise noted, Tumelo only supports Pass Through Voting on organisations which: offer ordinary shares; the class of the share carries voting rights; are publicly listed companies; are in markets that support split voting; are held directly by a Covered Fund. For the avoidance of doubt, Tumelo does not support Pass Through Voting on depository receipt instruments, on organisations held within an investment trust, or on votes relating to the issuing companies of collective investment vehicles. 

If you hold State Street Global Advisor (SSGA) funds, then the following will also apply: 

State Street Global Advisors, Proxy Voting Program (the "Program")

1. Risk Factors Associated with the Program

• Investors in certain SSGA SPDR ETFs Europe I Plc, SSGA SPDR ETFs Europe II Plc and State Street Global Advisors Luxembourg SICAV funds (the “Relevant Funds”) may from time to time, choose to participate in the Program under which such investors may direct that a pro-rata portion of a portfolio company shares held by a Relevant Fund, corresponding to such investors’ percentage ownership of the Relevant Fund (such pro-rata portion of portfolio company shares, “Relevant Fund holdings”), be voted pursuant to a proxy voting policy made available by Institutional Shareholder Services (“ISS”), a third party proxy voting administrator. Relevant Fund Holdings voted in accordance with an ISS policy made available through the Program may be voted on the basis of factors different from, or inconsistent with, factors that such investors or State Street Global Advisors (“SSGA”) might choose. SSGA takes no responsibility for the design, operation, or application of any ISS proxy voting policy.

• The availability of the Program is subject to any applicable regulatory, operational (including in respect of fractional voting rights), local market (including any applicable local restrictions on split voting), tax, cost, or other constraints of the third party proxy voting or SSGA. Voting at meetings may or may not occur on certain occasions, including where power of attorney documentation is required, where voting will have a material impact on SSGA’s ability to trade the security, where voting is not permissible due to sanctions affecting a company or an individual, where issuer-specific special documentation is required, or where various market issuer certifications are required. If a Relevant Fund participates in securities lending, the Program is not available in respect of shares which are on loan and not recalled by a Relevant Fund to vote. The Program is not available when a custodian or its sub-custodian does not offer proxy voting in a jurisdiction or when it charges a meeting specific fee in excess of the typical custody service agreement.

• Neither SSGA nor any third-party proxy voting administrator nor any other person shall have any liability to any investor related to the operation of the Program, including without limitation for any failure for any reason of shares to be voted as contemplated by the Program.

• A third party proxy voting administrator’s interpretation of how a voting policy should be applied in respect of a vote may be different than an investor’s interpretation as to how the policy should be interpreted in respect of that vote.

• SSGA reserves the right to suspend or cancel, in full or in part, the Program (in any one instance or more broadly), including with immediate effect, in its sole discretion. This may result in shares being voted in accordance with the SSGA’s proxy voting policy rather than in accordance with an investor’s choice of voting policy.

2. Regulatory Reporting Obligations

• For the avoidance of doubt, no obligation is assumed by SSGA or ISS in respect of any regulatory reporting obligation that may be owed by an investor in any jurisdiction as a result of its participation in the Program. 

3. Costs

• SSGA does not currently intend to charge any fee in connection with the provision of proxy voting choice in accordance with the ISS options outlined above, but reserves the right to do so in the future upon prior notice.

Stewardship platform reporting 

Tumelo provides reporting capabilities to asset owners and investment consultants through its stewardship platform ("Reporting Services"). While Tumelo strives to ensure the accuracy, completeness, reliability, and timeliness of the data and information provided within the Reporting Services, Tumelo relies on data supplied by third parties and, as such, does not guarantee, warrant, or represent that such data and information will be error-free or without any inaccuracies, omissions, or other defects. Tumelo accepts liability for any losses suffered by you where such losses are caused in whole or in part by its own breach of these Terms and Conditions, negligence, wilful default or fraud.    

Third-party data aggregators 

For the purposes of providing voting to retail shareholders only, you acknowledge and agree that Tumelo may utilise third-party data aggregators and service providers, or any other similar services ("Third-Party Data Aggregators"), to facilitate the provision of these services. Tumelo shall clearly communicate the use of such Third-Party Data Aggregators, as well as any accompanying terms and conditions, to the User during the sign-up process or as otherwise required. 

By opting to use Tumelo's services, the User expressly agrees to assume all risks associated with the use of Third-Party Data Aggregators and to hold Tumelo harmless from any claims or losses resulting from any inaccuracies, omissions, or other errors in the data provided by such Third-Party Data Aggregators unless such claims or losses resulting from any inaccuracies, omissions, or other errors are caused in whole or in part by Tumelo’s breach of these Terms and Conditions, negligence, wilful default or fraud. 

Third-party vote policies

By using the services provided by Tumelo, the User acknowledges and agrees that Tumelo grants access to third party vote policies ("Third Party Policies"), which may offer independently-researched recommendations concerning the direction of votes on certain matters. Should you elect to utilise any such Third Party Policy, Tumelo may, upon the User's instruction, facilitate automatic voting on the User's behalf, in accordance with the recommendations provided by the selected Third Party Policy.  

By using Third-Party Policies, the User acknowledges that vote recommendations may not be provided for all available proposals, and are provided at the absolute discretion of the third party. Where recommendations are not available, none will be displayed to the User, and no automatic vote will be placed on the User’s behalf. 

Tumelo undertakes a process of due diligence in the selection of Third Party Policies and conducts initial and regular reviews of these parties and the Third Party Policies to ensure their adherence to Tumelo’s standards. 

Tumelo expressly disclaims any and all warranties, express or implied, regarding the Third Party Policies, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement. By opting to use any Third Party Policy, the User agrees to bear all risks associated with the use of such policy, including any reliance on the accuracy, completeness, or usefulness of the information or recommendations provided therein. 

Data accuracy and prohibited use 

The User acknowledges and agrees that, while Tumelo uses all reasonable endeavours to ensure the accuracy, completeness, reliability, and timeliness of the data and information provided across all its products and services, Tumelo does not guarantee, warrant, or represent that such data and information which is not within its reasonable control will be error-free or without any inaccuracies, omissions, or other defects. Tumelo expressly disclaims any and all liability for any loss, damages, costs, or expenses, whether direct or indirect, arising out of or in connection with the use of, or reliance upon, any data or information which is not within its reasonable control and which is provided through Tumelo's products and services. 

Furthermore, the User agrees not to extract, reproduce, distribute, or otherwise use any data or information obtained from Tumelo's Services for any commercial purposes, unless expressly authorized in writing by Tumelo. Any unauthorised use of data or information from Tumelo's Services may result in the termination of the User's access to Tumelo's Services, as well as potential legal action. 

By using Tumelo's Services, the User agrees to assume all risks associated with the data accuracy and prohibited use, and to hold Tumelo harmless from any claims or losses resulting from any inaccuracies, omissions, or other errors in the data or information provided, or any unauthorised use of such data or information. 

Conditions of use 

In return for your agreeing to comply with these Terms, you may:

• access Tumelo's services on your device as our standalone platform or as part of your provider app, and view, use, and display Tumelo's services on the device for your personal or business purposes, provided that such use is in alignment with the intended use 
• use any related documentation to support the use of Tumelo's services as permitted by these Terms. 
  
  

Support

If you think Tumelo's services are faulty or misdescribed or wish to contact us for any other reason please contact our support team. 

If we have to contact you we will do so by email, SMS, push notification or pre-paid post, using the contact details you have provided to us.