Terms of Use for the UK “Public Offers” section of Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”)

 

These Terms of Use govern access to and use of the UK section of the BBVA website on which information and documents relating to securities that may be offered to the public in the United Kingdom are made available (the “Website”).

 

1. Permission to Use

 

BBVA grants natural persons visiting the Website (“Users”) a revocable, non-exclusive, non-transferable and limited permission to access the Website and the content made available on it and to use such content solely in accordance with these Terms of Use.

 

Use is permitted only for lawful purposes and in a manner that does not adversely affect the operation, security or availability of the Website. In particular, Users must not attempt to interfere with the proper operation of the Website, gain unauthorised access to systems or data, or circumvent technical protection measures.

 

2. No Offer

 

Unless expressly provided otherwise in the applicable Prospectus Documents, the general information, product overviews, prices, valuations, calculations, descriptions and other content made available on the Website do not constitute an offer or solicitation to acquire, subscribe for, sell or dispose of securities or other financial instruments.

 

Any public offer of securities in the United Kingdom is made exclusively during the applicable offer period and on the basis of the applicable Offering Documents. Prices or valuations displayed are non-binding and for information purposes only, unless expressly stated otherwise.

 

3. Prospectuses and Other Offering Documents as the Basis for Investment Decisions

 

The complete and legally relevant information relating to the relevant securities, including their risks, is contained in the applicable base prospectus or prospectus, any supplements thereto, the applicable final terms and any documents incorporated by reference therein (together, the “Prospectus Documents”).

 

The Prospectus Documents constitute the authoritative basis for any public offer. Investors should read the Prospectus Documents in full before making an investment decision in order to understand the potential risks and rewards associated with an investment in the securities.

 

Approval of a prospectus by the Financial Conduct Authority or another competent authority should not be understood as an endorsement or recommendation of the relevant securities.

 

Where a product summary, key information document or other consumer disclosure document is available or required for a security, it should also be read before making an investment decision. Any such disclosure document is separate from, and does not form part of, the prospectus.

 

In the event of any inconsistency between non-prospectus information on the Website and the Prospectus Documents, the Prospectus Documents shall prevail.

 

4. Advertising and Other Communications

 

Not all information made available on the Website constitutes advertising within the meaning of applicable prospectus law. Where a communication on the Website qualifies as advertising relating to a specific public offer of securities, it will be identified as such and will be subject to the applicable legal requirements, in particular as regards reference to the prospectus, recognisability as advertising, accuracy, non-misleading presentation and consistency with the Prospectus Documents.

 

Other information relating to a public offer, even where not published for advertising purposes, must also be consistent with the information contained in the applicable Prospectus Documents.

 

5. No Investment Advice or Personal Recommendation

 

The information made available on the Website does not constitute investment advice, a personal recommendation, legal advice, tax advice or any other form of individual advice. In particular, it does not take into account the personal knowledge and experience, financial situation, investment objectives or risk tolerance of any particular User.

 

Users should independently assess whether a security is suitable for them and, where appropriate, obtain independent professional advice before making an investment decision.

 

6. Past Performance and Forward-Looking Information

 

Past performance, historical prices, simulations or model calculations are not reliable indicators of future results. The value of securities and underlying assets may rise or fall, and investors may lose some or all of the capital invested.

 

Forward-looking statements, assessments and forecasts are based on assumptions and information available at the time of publication. Actual developments may differ materially from them.

 

7. Limitation of Liability

 

The information, products and services on this website are provided on an "as is" basis. Although the information provided to you on this website is obtained or compiled from sources we believe to be reliable, BBVA cannot and does not guarantee the accuracy, validity, timeliness or completeness of any information or data made available to you for any particular purpose.

 

The user assumes all responsibility and risk for the use of this website and the internet generally. To the fullest extent permitted by applicable law and regulation, none of BBVA, nor any of its affiliates, subsidiaries, members, officers, employees or directors or advisers accepts any responsibility, obligation or liability (including for any error, omission or opinion expressed herein) to any person whatsoever for any direct, indirect, incidental, special or consequential damages, or lost profits, or any other loss, damage or claim of any kind, arising from or in relation to the distribution, use, or possession of this website or any part thereof, or any action taken in reliance thereon, in or from any jurisdiction. Nor shall BBVA be liable for any such damages including, but not limited to, reliance by a user or visitor on any information obtained via the website; or that result from mistakes, omissions, interruptions, deletion of files, viruses, errors, defects, or failure of performance, communication failure, theft, destruction or unauthorised access.

 

The provision of, or the content referred to in, this website or other services will not give rise to any obligation on the part of BBVA towards users.

 

Except to the extent expressly set out in the relevant prospectus, base prospectus, offer document, final terms or other applicable offering document, no person or entity may use, copy or rely on the information made available on this website for any purpose whatsoever, including, in particular, the making of any offer to sell, or any solicitation of an offer to buy, any securities issued by BBVA Global Markets B.V. No rights can be derived from the information available on this website except as expressly provided in the applicable offering documents or by applicable law. All information available on this website must be read at all times in connection with the base prospectus, the relevant final terms, any supplement to the base prospectus and the applicable consumer disclosure document.

 

BBVA and its affiliates makes no representation or warranty, either express or implied, as to the accuracy, reliability, fairness or completeness of any of the information contained in this website and do not accept any liability whatsoever for the use of, or any reliance on, any information provided in this website including (but without limitation) liability for any loss of any kind (direct, consequential or indirect), liabilities, damages, claims, actions, demands, proceedings, costs, charges and expenses howsoever arising including (but without limitation) out of any error or inaccuracy of the information contained in this website.

 

8. Use and Modification of the Website

 

8.1 Changes, Restrictions and Discontinuation

 

BBVA may modify, restrict, temporarily suspend or discontinue the content, structure, functions and services of the Website at any time. This applies in particular to content and functions not required by law.

 

BBVA may restrict access to individual areas or functions where this is necessary or appropriate for legal, regulatory, technical, security-related or operational reasons.

 

8.2 Amendments to these Terms of Use

 

BBVA may amend or supplement these Terms of Use with effect for the future. The current version will be published on the Website. Where required by law, Users will be informed of material changes in an appropriate manner.

 

9. Copyright, Database Rights and Other Intellectual Property Rights

 

All rights in texts, data, graphics, images, signs, software, databases, documents and other content of the Website (“Content”) are owned, unless otherwise indicated, by BBVA, companies within the BBVA Group or the respective licensors.

 

Users may view Content solely for their own non-commercial information purposes and, where permitted by the relevant function or by law, download or print it. Prospectus Documents and consumer disclosure documents that are required to be made available by law or regulation may be stored, printed and used for their intended purpose.

 

Without the prior consent of the relevant rights holder, Content may otherwise not, in particular, be reproduced, modified, adapted, made publicly available, redistributed, sold, rented, sublicensed, embedded in other services or used for commercial data products, indices or automated data collections, unless permitted by law.

 

Trademarks, logos, business identifiers, product names and domain names of BBVA or third parties may not be used, modified or removed without appropriate authorisation.

 

10. Data Protection

 

Personal data are processed in connection with use of the Website in accordance with applicable data protection laws. Further details are set out in the privacy notices and cookie information made available on the Website from time to time.

 

11. Security of Data Communications

 

The transmission of data via the internet and by email may involve risks despite appropriate technical and organisational security measures. In particular, data may be intercepted, altered, delayed, lost or affected by malware.

 

BBVA implements appropriate measures to mitigate such risks but cannot guarantee absolute security or uninterrupted data transmission. Users should implement their own appropriate security measures.

 

12. Links and References to Third-Party Websites

 

The Website may contain links or other references to websites, content, data sources or services of independent third parties. BBVA does not adopt such content as its own merely by providing a link and assumes no responsibility for its availability, accuracy or content.

 

This applies in particular to stock-exchange, financial, price and other market data obtained from independent data providers. Opinions or recommendations on third-party websites are not to be regarded as opinions or recommendations of BBVA unless expressly stated otherwise.

 

The provision of a link does not, as a general rule, constitute a recommendation, endorsement or confirmation by BBVA of the linked offering, its operator or its content.

 

13. Governing Law and Jurisdiction

 

13.1 Governing Law

 

These Terms of Use and any non-contractual obligations arising out of or in connection with them shall be governed by the laws of England and Wales.

 

13.2 Jurisdiction

 

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms of Use or their subject matter.

 

14. Miscellaneous

 

14.1 Severability

 

If any provision of these Terms of Use is or becomes wholly or partially invalid, unlawful or unenforceable, the remaining provisions shall remain in effect to the fullest extent permitted by law.

 

14.2 Scope and Beneficiaries

 

These Terms of Use operate for the benefit of BBVA and, to the extent this may validly be agreed under applicable law, for the benefit of those companies within the BBVA Group, licensors, service providers and legal successors whose content or services are provided in connection with the Website.

 

14.3 Use of Third Parties

 

BBVA may arrange for suitable third parties to perform functions in connection with the operation, hosting, technical provision, data supply or maintenance of the Website, provided this is consistent with applicable legal and regulatory requirements.

 

14.4 No Implied Waiver

 

No failure or delay by BBVA in exercising any right shall constitute a waiver of that right. The partial exercise of a right shall not preclude its further exercise.

 

14.5 Priority of Individual or Other Contractual Arrangements

 

Where specific contractual arrangements exist between BBVA and a User and differ from these Terms of Use, the specific contractual arrangements shall prevail to the extent of the inconsistency.

 

14.6 Export Control and Sanctions

 

Use of the Website, certain technologies or Content may be subject to export-control, sanctions or other foreign-trade restrictions. Users may transfer, export or re-export technologies, software or other controlled Content only in compliance with all applicable requirements.

 

15. Selling and Access Restrictions

 

The securities described on the Website may not be offered or sold in all jurisdictions or to all categories of persons. The selling restrictions contained in the relevant Prospectus Documents and all other applicable legal and regulatory requirements shall apply.

 

Unless expressly stated otherwise in the relevant Prospectus Documents, the section for public offers in the United Kingdom is intended solely for persons who may lawfully access content intended for the United Kingdom. Persons accessing the Website from other jurisdictions are responsible for complying with the restrictions applicable in those jurisdictions.

 

In particular, the information and securities on this Website are not directed at persons in the United States of America or at U.S. Persons within the meaning of the applicable U.S. securities laws, unless the relevant Prospectus Documents expressly provide otherwise. The relevant securities are generally not registered under the U.S. Securities Act of 1933 and may be offered, sold, transferred or delivered only in compliance with the applicable U.S. selling restrictions.

 

Information on the Website may be distributed or forwarded only in jurisdictions in which this is legally permissible. Users must carefully review the country- and person-specific selling restrictions set out in the relevant Prospectus Documents.

 

16. Publisher and Contact

 

The publisher of this Website section is Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”). Information regarding its registered office, registration, supervisory authorities, contact details and other legally required provider information is set out in the Website’s legal notice.