Securitisation - terms and conditions



This site is directed to people who have professional experience on matters relating to investments including for example banks and other financial institutions, and anyone else who amounts to a professional client or eligible counterparty for the purposes of the applicable rules.

You (the Client) acknowledge and agree to the Terms and Conditions and agree not to undertake any act or omission that would constitute a breach of these Terms and Conditions.

Access to and use of this website (the Website) is conditional upon agreement to and compliance with these Terms and Conditions of Access to the Website (Terms and Conditions).

1 - Access to and use of the Website

1.1 The materials on the Website are directed, in the UK and in other EEA countries, to persons regarded as eligible counterparties and professional clients for the purposes of the applicable rules, and not to retail customers, as defined by the rules of the Financial Conduct Authority, who should not rely on the Website. Moreover, any investment or services to which the Website may relate will not be made available to such retail customers. The materials on the Website are intended for use by authorised users only and may not be published, copied or distributed to any other person.

1.2 Nothing in the Website is, or is to be construed as, an offer of or invitation to subscribe for, underwrite or purchase securities in any jurisdictions in which such offer is or may be prohibited, restricted or subject to any requirement for filing, authorisation, license or consent.

1.3 The Client agrees that it has not made and will not make any offer of securities referred to on the Website (Securities) other than in accordance with applicable law and regulation. For the avoidance of doubt, nothing in the Website is or is intended to be an offer to the public in the United Kingdom for the purposes of Section 85(1) of the Financial Services and Markets Act 2000.

1.4 Nothing in the Website constitutes an offer of securities for sale in the United States. The Securities may not be offered or sold in the United States without registration or an exemption from registration under the Securities Act of 1933, as amended (the Securities Act). It is not intended that the Securities will be registered under the Securities Act or any U.S. state securities laws. The Client will use the Website solely for its own internal use in accordance with the terms and conditions of these Terms and Conditions.

1.5 The Client will not engage in any activities related to the Website that are contrary to applicable law or regulation or the terms of any agreements between the Client and Leeds Building Society.

1.6 The Website may contain other proprietary notices and copyright information, the terms of which must be observed and followed.

2 - Acknowledgements and disclaimers

The Client acknowledges and agrees to the following:

(a) No duty to update or correct materials. Neither Leeds Building Society nor any other party has any duty to maintain or update any such materials. Historic performance information with regard to any Security is no indication of its future performance.

(b) Changes to materials. Leeds Building Society may remove or make changes to the materials available on the Website at any time, without prior or any notice.

(c) Third party materials. Information on the Website sourced from third parties (Third Party Materials), including (without limitation) offering circulars, prospectuses, listing particulars, pricing supplements reports, agreements, summaries, models, commentary and other materials, has been obtained from sources believed to be reliable, but Leeds Building Society does not warrant its completeness or accuracy. Leeds Building Society has no obligations in respect of Third Party Materials (including as to verifying or correcting Third Party Materials or publishing materials relating to Third Party Materials). Posting Third Party Materials on the Website does not imply any endorsement, adoption of or responsibility by Leeds Building Society for the opinions, ideas, products, information or services offered therein, or any representation regarding the content of any Third Party Materials.

(d) Offering documents and research reports. Any final offering memoranda or other offering materials (each, an Offering Document) or research reports posted on the Website are Third Party Materials unless produced by Leeds Building Society. Third Party Materials are provided solely for the Client’s convenience to generally describe the terms of the transaction described therein. The Client should not assume that the information contained or incorporated by reference in any Offering Document or research report is accurate as of any date other than the respective date set forth therein or the date of the information incorporated therein. Offering Documents, research reports and other information contained in the Website may not be distributed (whether in whole or in part) to or used by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.

(e) Leeds Building Society Positions. Leeds Building Society may have its own interests in relation to the issuers or any affiliates of the issuers of Securities or transactions mentioned on the Website.

(f) Disclaimer of Advice. Except as otherwise expressly stated, the Website does not purport to provide any financial, investment, tax, accounting or legal advice or recommendation.

(g) Click Through. Any acknowledgement, agreement or other type of click through button on the Website that is selected to evidence agreement or an acknowledgement shall have the same force and validity as a paper copy of an agreement that has been manually signed and delivered.

(h) Discontinuance and disruption of service. Leeds Building Society or its suppliers may discontinue the Website at any time.

(i) Regulation S. The Client is not a “U.S. person” as that term is defined in Regulation S under the Securities Act and is not in the United States.

3 - Unauthorised Use

Unauthorised use of the Website including but not limited to unauthorised entry into such entities’ systems, or misuse of any information posted to the Website, is strictly prohibited.

4 - Limitation of Liability

4.1 Leeds Building Society and third party data providers are not responsible for any errors in or omissions from the information contained in or accessed through the Website (including all information, tools and materials contained on the Website).

4.2 The Website may contain statements that constitute forward-looking statements. Such statements reflect significant assumptions and subjective judgements that may not prove to be correct. Such statements may be identified by reference to a future period or periods and the use of forward-looking terminology such as “may”, “will”, “could”, “believes”, “expects”, “anticipates”, “continues”, “intends”, “plans” or similar terms. These statements involve known and unknown risks, uncertainties and other important factors and future results or performance of securities may differ from the issuer’s expectations due to a variety of factors, including (but not limited to) the economic environment and regulatory changes in the residential mortgage industry in the United Kingdom.

4.3 Except as may be otherwise expressly provided by written agreement between Leeds Building Society and the user, Leeds Building Society will have no tort, contract or any other liability to the user or any third party arising in connection with the use of the Website, or reliance on any information or services provided at this Website.

4.4 Leeds Building Society will under no circumstances be liable to the user or 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 Leeds Building Society has been advised of the possibility of such damages.

4.5 Nothing in this clause shall limit or exclude liability of Leeds Building Society:
(a) for personal injury arising from negligence; (b) for fraud, gross negligence or wilful default; or (c) that may not be limited or excluded under applicable law and regulation.

4.6 The parties agree that the limitations and exclusions set out in this clause are reasonable having regard to all the relevant circumstances and the levels of risk associated with each party’s obligations under these Terms and Conditions.

5 - You are required to independently assess and determine the sufficiency of the material for the purposes of complying with Article 122a of Directive 2006/48/EC (as amended by Directive 2009/111/EC) referred to as the Capital Requirements Directive (“CRD”) and any implementing rules of CRD and any analogous regulatory requirement.

6 - Governing Law

6.1 These Terms and Conditions shall 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 these Terms and Conditions.


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