Terms and Conditions of Access to the Website
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. BY ACCESSING THIS WEBSITE AND THE INFORMATION CONTAINED HEREIN, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS THIS WEBSITE OR ANY OF THE INFORMATION CONTAINED HEREIN.
1. Access to and use of the Website
1.1 By clicking "I agree" on the link below, 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 the institution by which you are engaged (the “Institution”) in relation to the contents of this website (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 do not agree" button below and you will not be permitted to access the Website. For the purposes of the Terms and Conditions, "Yorkshire Building Society" means Yorkshire Building Society and its subsidiaries and associated undertakings from time to time.
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 one or more asset-backed securities involving underlying assets originated and/or securitised (in whole or in part) by any member of Yorkshire Building Society and/or one or more covered bonds issued by Yorkshire Building Society (the "Permitted Purpose") and may not, other than as expressly provided below, be reproduced, disseminated or distributed in whole or in part at any time, in any manner or for any purpose, without obtaining the prior written consent of Yorkshire Building Society in each specific instance. You are restricted from accessing or using the Information for any other purpose. You agree to notify Yorkshire Building Society immediately if you become aware of any unauthorised use of the Website.
1.2 By clicking "I agree" on the link below:
(a) you agree to treat the Confidential Information (as defined below) as private and confidential and to ensure that the Confidential Information is protected with at least the effective security measures and the degree of care, in each case, that would apply to your own confidential information. Other than as required by any applicable law or regulation, you agree not to disclose to any person any Confidential Information, without the prior written consent of Yorkshire Building Society. You agree not to disclose any user ID and password (provided to allow you to access the Website or part of the Website subject to the terms hereof) to any other person including any person within the Institution;
(b) if you become aware that the Confidential Information has been disclosed, then you agree to promptly notify Yorkshire Building Society and to cooperate with and assist Yorkshire Building Society in protecting the confidential nature of the Confidential Information and to provide Yorkshire Building Society with all reasonable assistance in connection with any proceedings commenced by or against Yorkshire Building Society with respect to any such breach of the Terms and Conditions (including in enforcing any rights that you or Yorkshire Building Society may have against the discloser or recipient of the Confidential Information);
(c) to the extent that you are required to make any disclosure of the Confidential Information pursuant to any applicable law or regulation, you agree to (to the greatest extent permitted by law) notify Yorkshire Building Society before so doing, to provide Yorkshire Building Society with copies of the information you are so required to disclose and to cooperate with and assist Yorkshire Building Society in protecting the confidentiality of the Confidential Information as Yorkshire Building Society may reasonably require;
(d) you agree not to use the Confidential Information to seek to identify any individual borrower relating to the Confidential Information and to comply with the data protection and privacy rights of such borrower; and
(e) you will not make any copy of all or any part of the Confidential Information except where strictly necessary in connection with the Permitted Purpose.
For the purposes of the Terms and Conditions, the term "Confidential Information" means: (i) any Loan Level Data contained on the Website; and (ii) any user ID or password provided to you by Yorkshire Building Society to access the Website. For the purposes hereof, "Loan Level Data" means any information relating to a mortgage or other loan detailed on 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. Persons accessing this Website should inform themselves about, and observe, any such restrictions. You may not use the Information in a manner that may violate any securities laws, including, without limitation, in connection with any trading of any securities described or referred to in such Information. 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) either (x) (i) you are not a U.S. person (as that term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")) and not located in the United States; (ii) you are not a person to whom the communication of the Information is otherwise restricted; and (iii) you are not acting for the benefit of any such person listed in (i) or (ii) above or (y) you are a ‘qualified institutional buyer’ (as that term is defined in Rule 144A of the Securities Act) acting on your own behalf or on behalf of one or more other ‘qualified institutional buyers’ and (B) 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.
1.5 Nothing on the Website constitutes an offer to sell or the solicitation of an offer to buy the securities of any issuer referred to in the Information (the "Securities"). There shall be no offer or sale of any Securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to qualification under the securities laws of such state or jurisdiction. Any products or services mentioned herein shall only be available subject to local legal and regulatory requirements. The Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and the securities may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons (within the meaning of Regulation S under the Securities Act) other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with all applicable state and local securities laws. Any forwarding, distribution or reproduction by, or on behalf of, you of any Information in whole or in part is unauthorised. Failure to comply with the Terms and Conditions may result in a violation of the Securities Act or the applicable laws of other jurisdictions. You agree that you have not made and will not make any offer of Securities other than in accordance with applicable law and regulation. You should read all of the offering materials, including the prospectus, related to any offering of Securities before you purchase any such Securities. Prospective investors should consult their own financial and legal advisers about risks associated with investment in a particular issue of Securities and the suitability of investing in such Securities in light of their particular circumstances.
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. The Website may contain other proprietary notices and copyright information, the terms of which must be observed and followed.
2. Acknowledgements and disclaimers
In addition to the matters set out above, 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. Historic performance information is no indication of future performance. There shall be no obligation on Yorkshire Building Society to update any such Information.
(b) Information may change. Further information may be added to the Website and/or changes may be made to the Information at any time. In general, the Information should be read and construed as a whole as updated from time to time.
(c) Information may not be sufficient. If Article 122a of the EU Directive 2006/48/EC (the "CRD") applies to any transaction you are required to independently assess and determine the sufficiency of any Information for the purposes of complying with Article 122a and any implementing rules of the CRD and any analogous regulatory requirements in any relevant jurisdiction.
(d) 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. No audit has been conducted in respect of any Information including, without limitation, Loan Level Data and investor reports in relation to the assets backing issued securities ("Investor Reports").
(e) Third party information and opinions. Any information, representation or warranty on the Website prepared by or sourced from a party other than Yorkshire Building Society (including, without limitation, any links to other websites) does not imply any endorsement or responsibility by Yorkshire Building Society for the information therein, or any representation regarding any such information.
(f) Offering materials. Any final offering prospectus or other offering materials posted on the Website are provided solely for your convenience to generally describe the terms of the transaction described therein and does not constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, any security. You should not assume that the information contained or incorporated by reference in any such materials is accurate as of any date other than the respective date set forth therein or the date of the information incorporated therein. Such offering materials 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.
(g) Forward-Looking Statements. The Information includes statements that are, or may be deemed to be, forward-looking statements. 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 and related and similar expressions. Such statements are based on current expectations and are subject to risks and uncertainties that could cause actual results or developments to differ materially from any expected future events or results referred to in or implied by these forward-looking statements. The forward-looking statements are only current as of its applicable or stated date and Yorkshire Building Society has no obligation to update or revise any forward-looking statements, whether as a result of new information, future developments, occurrence of unanticipated events or otherwise
(h) Click-through. Any acknowledgment, 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.
3. Limitation of liability and remedies
3.1 Yorkshire Building Society 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, Yorkshire Building Society has no duty or obligation to you in respect of such Information (including as to verifying or correcting any Information).
3.2 Yorkshire Building Society 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, Yorkshire Building Society has no duty or obligation to you in respect of such Information (including as to verifying or correcting any Information).
4. Rights of third parties
4.1 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 Yorkshire Building Society shall have the benefit thereof and shall be entitled to enforce them.
4.2 The Terms and Conditions may be varied or terminated by Yorkshire Building Society 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 Yorkshire Building Society.
5. Governing law and jurisdiction
5.1 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.
5.2 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.
Click "I agree" below if you acknowledge and agree to the Terms and Conditions and agree to proceed on the basis of the Terms and Conditions.