Terms and conditions of Access to the Website 2017
BEFORE ENTERING THIS WEBSITE, PLEASE READ CAREFULLY THE FOLLOWING IMPORTANT TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO, AND USE OF, THIS WEBSITE AND ACKNOWLEDGE YOUR AGREEMENT OF THEM.
1. ACCESS TO AND USE OF THE WEBSITE
1.1 By clicking "I agree to the terms and conditions of use" in this box, you represent and warrant that you accept (and are authorised to accept) these terms and conditions (the "Terms and Conditions") on behalf of yourself and on behalf of any institution by which you are engaged (the "Institution") in relation to the contents of this website, including any links to external websites containing data about OneSavings Bank (the "Website") to which you will have access without modification. References to the words you or your refer to both you and the Institution. If you do not agree to be bound by the Terms and Conditions in their entirety, please click the "I decline" button below and you will not be permitted to access the Website. For the purposes of the Terms and Conditions, "OneSavings Bank" means OneSavings Bank Plc and its subsidiaries and associated undertakings from time to time.
1.2 You acknowledge that any information contained on the Website (the "Information") may be used by you solely for the purpose of evaluating, and/or monitoring the performance of, certain investment or research related matters in respect of certain securities of OneSavings Bank referred to in the Information (the "Securities") issued by OneSavings Bank plc (the "Permitted Purpose"). You are restricted from accessing or using the Information for any other purpose. You agree to notify OneSavings Bank immediately if you become aware of any unauthorised use of the Website.
1.3 The Information is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation (securities or otherwise) and is provided on the basis of your acceptance of the Terms and Conditions. You may not use the Information in a manner that may violate any securities laws. No Information is, or is to be construed as an offer of or invitation to subscribe for, underwrite or purchase securities in any jurisdiction in which such offer or invitation is or may be prohibited, restricted or subject to any requirement for filing, authorisation, license or consent.
1.4 By accessing the Website, you confirm that (a) you are outside the United States and are not a U.S. person, as defined in Regulation S under the United States Securities Act of 1933, as amended, nor acting on behalf of a U.S. person; (b) you are not located in the United States of America, its territories and its possessions; (c) if you are a person in the United Kingdom, then you are a person who (i) has professional experience in matters relating to investments or (ii) is a high net worth entity falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") or a certified high net worth individual within Article 48 of the Order; and (d) you are not a person to whom the communication of the Information is otherwise restricted.
1.5 Nothing on the Website constitutes an offer to sell or the solicitation of an offer to buy the Securities. The Securities have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The Securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless they are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. The Information may not be forwarded or distributed other than as provided below and may not be reproduced in any manner whatsoever. The Information may only be distributed outside the United States to persons that are not U.S. persons, as defined in Regulation S under the Securities Act. Any forwarding, distribution or reproduction of the Information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
1.6 You confirm that you will comply with all applicable laws and obligations in force in any jurisdiction which is applicable to you, at any time in relation to the Information and you will obtain any consent, approval or permission required for such purposes under such laws or regulations. By accessing the Website, you confirm that the Information may be lawfully accessed by you in accordance with the laws and regulations of the applicable jurisdictions.
1.7 You acknowledge that nothing in the Terms and Conditions conveys any interest of a proprietary nature in the Information to you.
2. RESTRICTION ON ACCESS TO CERTAIN PERSONS
2.1 The Securities are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Securities to retail investors.
2.2 In particular, in June 2015 the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the "PI Instrument").
2.3 Under the rules set out in the PI Instrument (as amended or replaced from time to time, the "PI Rules"):
(a) certain contingent write-down or convertible securities (including any beneficial interests therein), such as the Securities, must not be sold to retail clients in the European Economic Area (the "EEA"); and
(b) there must not be any communication or approval of an invitation or inducement to participate in, acquire or underwrite such securities (or the beneficial interest in such securities) where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client in the EEA (in each case, within the meaning of the PI Rules), other than in accordance with the limited exemptions set out in the PI Rules.
2.4 By purchasing, or making or accepting an offer to purchase, any Securities (or a beneficial interest in such Securities) from OneSavings Bank and/or any third party acting on its behalf, each prospective investor represents, warrants, agrees with and undertakes to OneSavings Bank and/or the relevant third party that:
(a) it is not a retail client in the EEA (as defined in the PI Rules);
(b) whether or not it is subject to the PI Rules, it will not sell or offer Securities (or any beneficial interest therein) to retail clients in the EEA or communicate (including the distribution of any marketing or offer or other relevant documents) or approve an invitation or inducement to participate in, acquire or underwrite the Securities (or any beneficial interests therein) where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client in the EEA (in each case within the meaning of the PI Rules), in any such case other than (i) in relation to any sale or offer to sell Securities (or any beneficial interests therein) to a retail client in or resident in the United Kingdom, in circumstances that do not and will not give rise to a contravention of the applicable MR Rules by any person and/or (ii) in relation to any sale or offer to sell Securities (or any beneficial interests therein) to a retail client in any EEA member state other than the United Kingdom, where (A) it has conducted an assessment and concluded that the relevant retail client understands the risks of an investment in the Securities (or such beneficial interests therein) and is able to bear the potential losses involved in an investment in the Securities (or such beneficial interests therein) and (B) it has at all times acted in relation to such sale or offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC) ("MiFID") to the extent it applies to it or, to the extent MiFID does not apply to it, in a manner which would be in compliance with MiFID if it were to apply to it; and
(c) it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Securities (or any beneficial interests therein), including (without limitation) any such laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the Securities (or any beneficial interests therein) by investors in any relevant jurisdiction.
2.5 Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any Securities (or any beneficial interests therein) from OneSavings Bank and/or any third party acting on its behalf, the foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its underlying client.
3. ACKNOWLEDGEMENTS AND DISCLAIMERS
By accessing the Website, you acknowledge and agree to the following:
(a) No duty to update or correct Information. Certain Information may be historical in nature and, in general, Information is only current as of its applicable or stated date. There shall be no obligation on OneSavings Bank to update any such Information.
(b) No advice given. The Website (including any Information) does not provide, or purport to provide, any financial, investment, tax, accounting, regulatory or legal advice or recommendation.
(c) Third party information and opinions. Any information, representation or warranty on the Website prepared by or sourced from a party other than OneSavings Bank (including, without limitation, any links to other websites) does not imply any endorsement or responsibility by OneSavings Bank for the information therein, or any representation regarding any such information.
4. LIMITATION OF LIABILITY AND REMEDIES
4.1 OneSavings Bank does not accept any liability or responsibility for, and makes no representations or warranties in relation to, the adequacy, accuracy or completeness of the Information or for your use of any such Information. In addition, OneSavings Bank has no duty or obligation to you in respect of such Information (including as to verifying or correcting any Information).
4.2 OneSavings Bank will not under any circumstances be liable to you or to any third party, regardless of the form of action, for any lost profits or lost opportunity, or any indirect, special, consequential, incidental or punitive damages whatsoever, even if OneSaving Bank has been advised of the possibility of such damages.
5. RIGHTS OF THIRD PARTIES
5.1 No person may enforce any of the terms of the Terms and Conditions under the Contract (Rights of Third Parties) Act 1999, except that the respective subsidiaries (as such term is defined in the Companies Act 2006) of OneSavings Bank shall have the benefit thereof and shall be entitled to enforce them.
5.2 The Terms and Conditions may be varied or terminated by OneSavings Bank only. Notwithstanding any other term of the Terms and Conditions, the consent of any third party is not required for any variation or termination of the Terms and Conditions by OneSavings Bank.
6. GOVERNING LAW AND JURISDICTION
6.1 The Terms and Conditions and any non-contractual obligations arising out of or in connection with the Terms and Conditions will be governed by, and construed in accordance with, the laws of England and Wales.
6.2 The English courts will have jurisdiction to settle any disputes which may arise in connection with the Terms and Conditions or any non-contractual obligations arising out of or in connection with the Terms and Conditions.