Before entering this Website / page, please read carefully the following important Terms and Conditions that govern your access to, and the use of, this Website and the information it contains, and acknowledge your agreement to them. If you agree to the Terms, click 'Accept' below to enter the Website. If you do not accept the terms and conditions, you are not permitted and may not access this Website or any of the information it contains. Please click “Go back”.
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 and use of this Website (“Website”) and the information it contains is conditional upon agreement to and compliance with these Terms and Conditions of Access to the Website (“Terms”) and the general Website Terms of Use (“Website Terms of Use”). In the event of any inconsistency between the provisions of these Terms and the Website Terms of Use, these Terms shall prevail.
1. Access to and use of this Website
The materials on the Website are directed, in the UK and in other EEA countries, to persons regarded as market counterparties and intermediate customers and not to private customers, as defined by the rules of the Financial Conduct Authority, who should not rely on the Website or any materials available on the Website. Moreover, any investment or services to which the Website may relate will not be made available to such private 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 The materials on the Website are intended for use by authorised users only and may not be published, copied or distributed to any other person.
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.
You agree that you have not made, and will not make, any offer for securities referred to on the Website other than in accordance with applicable law and regulation. 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. You will use the Website solely for internal use in accordance with the terms and conditions of these Terms.
By accessing the Website you confirm that:
- Either (x) (i) you are not a "U.S. person" as that term is defined in Regulation S under the Securities Act, not located in the United States and not a resident of the United States; (ii) otherwise you are not a person to whom the communication of the information contained on the Website is 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’;
- If you are a person in the UK, at persons who are "qualified investors" within the meaning of the Regulation (EU) 2017/1129 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK Prospectus Regulation"). In addition, in the UK, the Website is only directed to qualified investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial and Services Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom they may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"); and
- If you are a person in a member states of the European Economic Area ("EEA"), to persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation").
The Website or the materials on the Website are not directed at and must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who are not qualified investors.
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 you and Vida Bank Limited (“Vida Bank”).
The Website may contain other proprietary notices and copyright information, the terms of which must be observed and followed.
By clicking ‘Accept’ below, 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.
2. Acknowledgments and disclaimers
The Client further acknowledges and agrees to the following:
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No duty to update or correct materials.
The materials included on this site are historical in nature and only current as of the date of the materials. Neither Vida Bank 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.
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Changes to materials.
Vida Bank may remove or make changes to the materials available on the Website at any time.
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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 Vida Bank does not warrant its completeness or accuracy. Vida Bank 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 Vida Bank for the opinions, ideas, products, information or services offered therein, or any representation regarding the content of any Third Party Materials.
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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 Vida Bank. 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.
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Vida Bank Positions.
Vida Bank may have its own interests in relation to the issuers or any affiliates of the issuers of Securities or transactions mentioned on the Website.
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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.
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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.
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Discontinuance and disruption of service.
Vida Bank or its suppliers may discontinue the Website at any time.
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Information may not be sufficient.
The information on the Website may not be sufficient for the purpose of any particular Client. In particular, each Client is required to make their own assessment as to the information provided on the Website and on the programme generally.
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
Neither Vida Bank nor any other party accepts any liability or responsibility for, and makes no representations or warranties in relation to, the adequacy, accuracy or completeness of the information on the Website. In addition, neither Vida Bank nor any other party has any duty or obligation to you in respect of such information (including as to verifying or correcting any information included therein).
Vida Bank and third party data providers are not responsible for any errors in or omission from the information contained in or accessed through the Website (including all information, tools and materials contained in the Website).
The Website may contain statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, such as the words "believes", "expects", "may", "intends", "should" or "anticipates", or the negative or other variations of those terms. These statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results and performance of the securities issued, Vida Bank, or the UK residential mortgage industry to differ materially from any future results or performance expressed or implied in the forward-looking statements. These risks, uncertainties and other factors include, among others: general economic and business conditions in the United Kingdom; currency exchange and interest rate fluctuations; government, statutory, regulatory or administrative initiatives affecting Vida Bank; changes in business strategy, lending practices or customer relationships; and other factors that may be referred to in the Website.
Except as may be otherwise expressly provided by written agreement between Vida Bank and the user, Vida Bank will under no circumstances have any 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.
Vida Bank 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 Vida Bank has been advised of the possibility of such damages.
Nothing in this clause shall limit or exclude liability of Vida Bank: (a) for personal injury arising from negligence; (b) for fraud, or (c) that may not be limited or excluded under applicable law and regulation.
Vida Bank 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 Vida Bank have been advised of the possibility of such damages.
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.
5. Rights of third parties
No person may enforce any of the terms of this agreement under the Contracts (Rights of Third Parties) Act 1999.
Notwithstanding any other term of this letter, the consent of any third party is not required for any variation or termination of these Terms.
6. Governing Law and Jurisdiction
These Terms and any non-contractual obligations arising out of or in connection to them will be governed, and construed in accordance with, the laws of England and Wales.
The English courts will have jurisdiction to settle any disputes which may arise in connection with the Terms.
