InvestorAccess Terms & Conditions

Definitions

1. “Company” shall mean the entity by which you are employed or retained and for whose benefit you are using the Products and Services, and to which these Terms and Conditions apply.
2. “S&P Global” (and “we” and “us”) shall mean S&P Global and its affiliates, including but not limited to S&P Global Inc. and Ipreo Limited.
3. “S&P Global Customers” shall mean any Company that has entered into a master services agreement, other services or license agreement, or other form or terms agreement with S&P Global.
4. “Order” shall mean any indications of interest (including soft orders) and firm orders, as the case may be, entered or submitted by you, the Company and the Company’s Permitted Users in connection with any Transaction.
5. “Permitted Users” shall mean authorized S&P Global Customers, authorized guest users (non-S&P Global Customers) that have a license to use the Products and Services due to being a customer of an S&P Global partner entity, or are otherwise authorized to use the Products and Services, and registered trial users.
6. “Products and Services” shall mean any products and/or services of S&P Global, including services provided by S&P Global through a third-party partner or other entity.
7. “Specified Entity” shall mean an entity specified within the Syndicate Bank Group, based on your jurisdiction or otherwise, that shall be deemed to be communicating with you and acting as the counterparty in connection with any securities transaction.
8. “Syndicate Bank” shall mean any entity offering or selling securities through the Products and Services.
9. “Syndicate Bank Group” shall mean a Syndicate Bank together with any of its affiliates.
10. “Terms” shall mean, collectively, the S&P Global GCP Products Terms of Use, these Terms and Conditions, the S&P Global Corporate Privacy Policy and the Third Party Data Terms/Restrictions set forth in the S&P Global Terms of Use, each in their entirety.
11. “Terms and Conditions” shall mean this S&P Global Products and Services Terms and Conditions document in its entirety.
12. “Transaction Information” shall mean any content relating to any offering of securities, including but not limited to any terms and conditions, offering documents, notice of allocation, roadshow or other promotional and/or event information, or other information relating to, an offering of equity and/or fixed income or municipal securities or other investment or financing opportunities or transactions.
13. “you” shall mean the person authorized to make the acknowledgements, representations, warranties and agreements contained herein, and references to “you” herein shall mean “you and/or the Company”.

I. Representations & Warranties

In connection with accessing and using the Products and Services of S&P Global, you represent, acknowledge, warrant and agree that:

1. You are duly authorized on behalf of the Company for which these Terms and Conditions apply to make the acknowledgements, representations, warranties and agreements contained herein;
2. The Company is a sophisticated institutional investor with such knowledge and experience in financial and business matters and expertise in assessing investment risk that it is capable of evaluating the merits, risks and suitability of investing in any securities that it determines to purchase; it has the capacity to protect its own interest in connection with any such investment; it has sufficient financial resources to make any such investment; and it has the ability to bear the economic and other risks of any such investment, including the total loss of any such investment;
3. All information that you have provided directly or indirectly to S&P Global relating to the Company’s identity, country of residence and location from which the Company and its Permitted Users are accessing the Products and Services is accurate as of the date hereof, and you agree to promptly provide S&P Global with updated information, to the extent that any such information is no longer correct as of any future date, as a condition of the Company’s continued access and use of the Products and Services;
4. The Company’s Permitted Users who access and use the Products and Services are under the control and supervision of the Company, and the Company is responsible for ensuring compliance by all such Permitted Users with all of the representations, warranties, acknowledgements and agreements contained herein; and
5. The Company has implemented and enforces reasonable and appropriate security measures to prevent unauthorized access or use of login, passwords, or other credentials or means of access to the Products and Services.

II. Acknowledgements & Agreements

In connection with accessing and using the Products and Services provided by S&P Global, you acknowledge and agree that:

1. The Company and its Permitted Users (i) shall comply with all applicable laws and regulations in connection with accessing and using the Products and Services and in the performance of the obligations set forth herein and in the Terms, and You will be and (ii) shall remain responsible for such compliance regardless of whether any of the Products and Services facilitates compliance with any such obligations;
2. S&P Global makes no representation or warranty (i) that any offering of securities complies with applicable law, including non-U.S., U.S. federal or U.S. state securities laws; or (ii) as to the Company’s eligibility to be offered or to purchase securities in any such offering;
3. Any offering of securities may be subject to offering and transfer restrictions and have legends reflecting such restrictions, and the Company is responsible for reviewing all offering materials prior to making an investment decision in respect of any such securities;
4. (i) Except as otherwise expressly provided in an applicable customer agreement, the Products and Services and all Transaction Information found on any Products and Services are provided to you on an “as is” and “as available” basis and without representation or warranty of any kind, whether express, implied, statutory or otherwise; S&P Global makes no representation or warranty as to the completeness or accuracy of any Transaction Information that the Company receives through the Products and Services from any Syndicate Bank or that the Transaction Information will be uninterrupted, current, complete or error-free, that it will meet your requirements, that it will be available continuously or at any particular time, or that it will be compatible with any particular device, software or platform; and (iii) to the maximum extent permitted by law, S&P Global expressly disclaims all warranties and conditions of any kind, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and no information (oral or written) obtained by you from S&P Global or through the Products and Services shall create any warranty not expressly stated in these Terms and Conditions;
5. S&P Global is not providing you or the Company or any of the Company’s Permitted Users with any investment, legal, business, tax, consulting or other advice in any manner by providing access to Transaction Information through the Products and Services, and S&P Global does not validate and makes no recommendations with respect to any Transaction Information or other content provided through the Products and Services or with respect to any ratio, metric, measure, method or computation derived from such Transaction Information or other content in connection with the Products and Services (and, without limiting the foregoing, neither any calculation of value nor any output from the Products and Services constitutes U.S. federal tax advice or any other tax advice), and to the extent needed or appropriate, you shall engage third-party professionals to obtain relevant and specific professional advice before making any such decision;
6. S&P Global may make changes to the methodology used by Products and Services according to various opinions about financial theory at any time without notification, and you shall not rely on S&P Global, the Products and Services or any content (including Transaction Information) on the Products and Services in making an investment or other financial decision;
7. Nothing contained in the Terms or the Products and Services is intended to or shall require S&P Global to engage in any activities that will cause S&P Global or any of its affiliates to have to register as a broker or dealer in any jurisdiction in which the Products and Services are provided to you, the Company and its Permitted Users are to be performed;
8. The Company and its Permitted Users are responsible for, are required to inform themselves about, and shall comply with all obligations and restrictions (including, but not limited to, all obligations relating to any selling restrictions or disclaimers) applicable to it imposed by a Syndicate Bank, by applicable law or otherwise, in connection with the use of the Products and Services, and shall remain responsible for compliance therewith regardless of whether any of the Products and Services facilitates compliance with any such obligations;
9. You will contact the applicable Syndicate Bank with any questions about any Transaction Information or the offer to which such Transaction Information relates;
10. The Transaction Information made available to the Company through the Products and Services is being made available to it on the basis, and in reliance upon the fact that the Company is an investor to whom the Transaction Information lawfully may be made available in accordance with the laws of the jurisdiction in which the Company is located;
11. Under no circumstances shall any Transaction Information constitute an offer to sell or a solicitation of an offer to buy, and there shall be no sale of securities, in any jurisdiction in which any such offer, solicitation or sale would be unlawful;
12. Access to certain Transaction Information and the ability to submit Orders may be subject to the approval of the Syndicate Banks that provide the Transaction Information and S&P Global will not be able to supply such Transaction Information until such approval is granted, and S&P Global may be required to suspend or terminate access to certain Transaction Information or ability to submit Orders without advance notice to the Company under its agreements with Syndicate Banks or other third parties, and S&P Global shall not be responsible for any such denial of access, suspension or termination;
13. You (in your individual capacity) shall only use the Products and Services (including any Transaction Information obtained from the Products and Services) in connection with Company business, and not for your own personal purposes;
14. To the extent the Company is permitted to place Orders for securities offered through the Products and Services, and for the benefit of S&P Global and any Syndicate Bank with which any Order is placed,
    1. The Company shall bear responsibility for any such Order, including the dollar amount, quantity, size, Company specification and any other information forming part of such Order, and for any person placing such Order being a Permitted User who is authorized by the Company to place such Orders; and neither S&P Global, any Syndicate Bank nor any other person (other than the Company and its affiliates) shall be liable for any operator errors made by the Company or a Permitted User in placing such Order;
    2. Each Permitted User placing an Order for the Company is an employee or contractor of the Company whose primary responsibilities for the Company include working on or for the Company’s trading desk, and is authorized by the Company to place the Order on behalf of the Company, and each such Permitted User has agreed to and is in compliance with all of the terms and conditions of the offering of securities, including any offering, transfer and selling restrictions, and neither S&P Global, any Syndicate Bank nor any other person (other than the Company and its affiliates) shall be liable for any issues related thereto; and
    3. The Syndicate Bank(s) to which the Company submits any such Order for securities offered through the Products and Services are relying upon the truth and accuracy of the acknowledgements, representations and agreements contained in these Terms and Conditions as of the date such Order is placed;
15. In respect of communications received by you through the Products and Services in relation to any offering, marketing or sale of securities by a Syndicate Bank or a Syndicate Bank Group, you may be informed by a relevant entity within the Syndicate Bank Group that any such communication is being made to you by a Specified Entity, and upon being so informed, all communications received by you through the Products and Services from any member of the Syndicate Bank Group in relation to any securities will be communications of the Specified Entity, and the Specified Entity will also be the counterparty to any subsequent transaction you enter into in relation to any securities; and
16. (i) S&P Global is not registered as a broker or dealer with the U.S. Securities and Exchange Commission nor is it a member of a self-regulatory organization such as the Financial Industry Regulatory Authority, Inc. or of the Securities Investor Protection Corporation; and (ii) outside of the UK, S&P Global does not engage in any activities that will require it to register as a broker or dealer in the jurisdiction in which such activities are performed or provided.

III. UK FCA Required Terms & Disclosures

In connection with accessing and using the Products and Services, you are deemed to accept and agree to the following terms and disclosures that S&P Global, as an authorized firm, is required to provide to you in accordance with the Financial Conduct Authority’s rules and the Markets in Financial Instruments Regulation (MiFIR), the recast Markets in Financial Instruments Directive (MiFID II) and their implementing laws and regulations. Such terms and disclosures form an integral part of the agreement between you and us.

1. Information About S&P Global
   1. S&P Global Limited is authorised and regulated by the UK Financial Conduct Authority under reference number 775369 on the Financial Services Register at http://www.fca.org.uk/register/, and has its principal place of business at 1stFloor, Castle House, 37-45 Paul Street, London, EC2A 4LS. Our FCA registration number is 775369. The FCA has its head office at 25 The North Colonnade London E14 5HS.
2. Our Services
   1. As set out further in our standard agreement, we may, as part of the services we provide, facilitate the arrangement of deals in investments in relation to transferable securities (including equity securities and debt securities). We are a provider of infrastructure and not a distributor of financial instruments. Please refer to the Instruments and Associated Risks section below for a summary of the nature of, and principal risks associated with the financial instruments in relation to which we may provide services.
   2. We will not:
      1. hold cash or securities on your behalf;
      2. recommend or market instruments to you; or
      3. provide investment advice in relation to any instrument or as regards to your financial position generally.
   3. You agree that we may fulfil any requirements to which we may be subject under applicable law in relation to any service provided, including (but not limited to) any reporting requirements, recordkeeping requirements and any requirements to monitor and prevent market abuse.
   4. You agree to provide any information which we may require to meet our obligations under applicable law and regulation, including your legal entity identifier and any other information we may require to record, transmit or report in accordance with applicable laws and regulations. Any such information must be provided promptly upon request in such format as we may prescribe and must be accurate and complete. You warrant that you have full authority and all consents necessary to permit us to receive and use such information as contemplated by this clause.
3. Your Capacity
   1. We will treat you alone as our client for all purposes related to the investment services we provide, even if you are acting as an agent.
4. Know Your Client (KYC) Requirements
   1. The services we provide to you will be covered by certain applicable laws relating to client identification and money laundering which may require us to seek further evidence and confirmation of your identify and the business that you propose to undertake with us.
   2. If satisfactory evidence of your identity has not been obtained within a reasonable period, we reserve the right not to provide or to cease providing services to you.
5. Client Categorisation
   1. As an entity regulated by the FCA, we are required to classify our clients as either Retail Clients, Professional Clients or Eligible Counterparties (each as defined in the FCA’s handbook of rules and guidance). Based on the information available to us, we have categorised you as a Professional Client for the purposes of your business relationship with us. A Professional Client is a client who possesses the experience, knowledge, and expertise to make its own investment decisions and properly assess the risks that it incurs. You will therefore benefit from the regulatory protections afforded by applicable laws, rules and regulations to this category of clients.
   2. As a Professional Client, you do not benefit from the additional regulatory protections afforded by applicable laws and regulations to Retail Clients including those:
      1. requiring us not to assume you have the necessary experience and knowledge in Order to understand the risks involved in relation to the products or investment services offered or demanded when assessing whether an investment service is appropriate for you; and
      2. requiring that where you are provided with information about a financial instrument that is the subject of a current offer to the public and a prospectus has been published in connection with that offer, we inform you, in good time before the provision of investment services, where that prospectus is made available to the public.
   3. Your classification as a Professional Client is not permanent. You are responsible for informing us of any change to your status or situation which could affect your classification, and we will notify you of any new classification if it results from information available to us that you no longer comply with the criteria applicable for being treated as a Professional Client.
6. Requesting a Different Categorisation
   1. You have the right to request a different classification as an Eligible Counterparty or a Retail Client, in general or for specific financial instruments or services. You may make such a request via email at ipreocompliance@ihsmarkit.com.
   2. If you request to be treated as a Retail Client or if we consider, based on information available to us, that you should be treated as a Retail Client, we will no longer be able to provide services to you.
   3. If you request to be treated as an Eligible Counterparty, we may accept your request if you satisfy the relevant conditions to qualify as an Eligible Counterpart, and you provide written confirmation that you are aware of the consequences of the protections you may lose. If we agree to your request, you will no longer benefit from the regulatory protections afforded by applicable law and regulations to Professional Clients, including those resulting from the requirement for us to:
      1. act in accordance with your best interests;
      2. assess the appropriateness of services proposed to you or requested by you; and
      3. take all sufficient steps for obtaining the best possible result for the reception and transmission of your Orders, where applicable;
7. Execution Policy
   1. In accordance with our obligations under applicable laws and regulations we have implemented an execution policy to ensure we meet our regulatory obligation to take all sufficient steps to obtain the best possible result for our clients when receiving and transmitting Orders.
   2. Our services are non-discretionary: we do not exercise discretion as to the terms of any Order or as to the basis on which Orders are transmitted. Accordingly, our policy is to facilitate the specific instructions of our clients in receiving and transmitting Orders. Where you provide instructions in relation to an Order, our systems will facilitate that instruction so far as is reasonably practicable when receiving and transmitting the Order. By facilitating your specific instruction, we will have satisfied our obligation to obtain the best possible result in relation to that transaction.
   3. If you would have a requirement to receive information about the entities to which we transmit Orders, please email us at ipreocompliance@ihsmarkit.com.
8. Conflicts of Interest
   1. We are committed to identifying and managing actual or potential conflicts of interests which may arise in the normal course of business. A conflict of interest is a situation where, within the course of our activities, our interests and/or the interests of our clients, managers, employees, agents or any person directly or indirectly controlling S&P Global compete, whether directly or indirectly.
   2. We have a conflict of interests policy in place to identify, manage and/or prevent conflicts of interest. The policy sets out guidance on the identification of conflicts, and the organisational or administrative arrangements we have in place to manage actual or potential conflicts of interest. Where such arrangements are not able to ensure that the risk of a conflict having an impact on you will be prevented, we will disclose the source and nature of the conflict to you as soon as reasonably possible as well as the steps taken to mitigate those risks prior to providing services to you. A copy of our policy can be provided on request by emailing ipreocompliance@ihsmarkit.com.
9. Communications
   1. By accepting our services, you agree that we may monitor and retain records of communications (including electronic communications) for the purposes of ensuring compliance with our legal and regulatory obligations, and internal policies. You agree to obtain any necessary consent and give any necessary notices to your relevant personnel relating to our monitoring and retaining communications.
   2. A copy of any communications we record relating to your Orders will be available on request from the date of the communication for a period of five years, and, where requested by the FCA, for a period of up to seven years.
   3. You agree, to the extent permitted or required by applicable law and regulations, that records may be submitted as evidence in any dispute or other proceedings in relation to these terms and disclosures or the services we provided, including in relation to any enquiry by the FCA. Such records will be our sole property, and will be conclusive evidence of the request or communication, and may be used as evidence in the event of a dispute.
   4. You consent to our providing communications to you by means of our website.
10. Reports
    1. Where required by applicable laws and regulations, we will provide you with periodic reports on the services we offer you, taking into account the type and complexity of the instruments involved and the nature of the service provided.
11. Complaints
    1. We have a written complaints management policy and procedure for handling complaints. We intend to handle all complaints fairly, promptly and in a consistent manner, free of charge. Further details on our complaints management policy can be provided on request by emailing ipreocompliance@ihsmarkit.com.
    2. If you have a complaint about us or are dissatisfied with any aspect of the service you have received, you should first raise it with your usual point of contact at S&P Global. If you are not satisfied with the response of the S&P Global contact, or if you prefer not to raise the matter with your S&P Global contact, you may email the complaints management function at ipreocompliance@ihsmarkit.com.

Instruments and Associated Risks

This Instruments and Associated Risks section summarises the nature of, and principal risks associated with, financial instruments in relation to which we may provide services. The summary below takes into account your categorisation as a Professional Client.

This Instruments and Associated Risks section cannot disclose all the risks and other significant aspects of a financial instrument. You should not transact in a financial instrument unless you understand its nature and risks and the extent of your exposure to risk. You should also be satisfied that the instrument is suitable for you in light of your circumstances and financial position. There are risks that will apply generally to any investment. These include (but are not limited to):

1. Currency risk: if investments are denominated in a currency other than that in which the investor’s initial investment was made, returns could be reduced, or losses incurred, due to currency fluctuations.
2. Change in law risk: if there is a change in law which affects an investment, or the manner in which it is traded or held, additional costs might be incurred or, in extreme circumstances, investments lost.
3. Tax risk: a change in tax law to impose a new tax on the transfer or holding of an instrument could result in costs being incurred when realising one’s investment.
4. Third party risk: certain investments may need third parties to act in relation to investments traded or held by you (e.g. custodians, settlement agents, exchanges). Your investments may be at risk in the event of failure and/or fraud in respect of one of these third parties.
5. Fraud risk: if there is a fraud in relation to investments which you hold, you may be at risk of losing your investment.
6. Legal risk in other jurisdictions: Some markets investments or the holding of each may be subject to different or diminished investor protection.

Equity Securities

1. Shares can increase and decrease in price leading to potential gains and/or losses for shareholders. Changes in price are often unpredictable and volatile, reflecting market appraisal of the company’s performance and prospects. The value of equity investments can further be influenced by wider market conditions and changes in the economic, political and regulatory environment. Adverse market conditions may also affect the ability of shareholders to effect transactions in shares, determine a value or fair price, or to liquidate all or part of their investments.
2. The issuing of dividends to shareholders by companies is not guaranteed. The company may not have sufficient profits to issue a dividend or may be otherwise restricted from doing so. Further, if profits are limited the company may choose not to make a dividend payment. As owners of the company, shareholders also risk losing their principal investment if the company becomes insolvent.
3. Companies occasionally raise funds through equity finance. Such financing may or may not be conducted on a pre-emptive basis or existing shareholders may decide not to participate in the financing. Shareholders could accordingly experience a dilution of their shareholdings.

Debt Securities

1. The payment of principal and interest on debt securities is subject to the risk that that the issuer of the debt security may be unable to fulfil interest rate payments or pay the principal amount due. The value of the security may also decline if the market views the issuer as unlikely to meet repayment obligations. Any change in the credit ratings of a debt security itself or the issuer can further influence market value.
2. Market assessment of the value of debt securities can be affected by other factors, including interest rate changes, which may be unpredictable. Adverse market conditions may also affect the ability of shareholders to effect transactions in debt securities, determine a value or fair price, or to liquidate all or part of their investments.

Warrants

1. A warrant is a time-limited right to subscribe for shares, debentures, loan stock or government securities and is exercisable against the original issuer of the underlying securities.
2. A relatively small movement in the price of the underlying security may result in a disproportionately large movement, unfavourable or favourable, in the price of the warrant. The prices of warrants can therefore be volatile. Purchasers of warrants must be prepared to sustain a loss of the money invested plus any commission or other transaction charges.
3. It is essential for anyone who is considering purchasing warrants to understand that the right to subscribe which a warrant confers is invariably limited in time with the consequence that if the investor fails to exercise this right within the predetermined timescale then the investment becomes worthless.
4. You should not buy a warrant unless you are prepared to sustain a total loss of the money you have invested plus any commission or other transaction charges.