General terms and conditions

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In this document:

• References to 'you', 'your' and 'yours' are references to you, the person(s) accessing this Site.
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• References to 'market information' on this Site refer to market and research related services. Market information includes, but is not restricted to, global research, bonds offerings, market data, market commentary and trading ideas.
• References to 'Terms and Conditions' shall mean the General Terms and Conditions and the Specific Terms and Conditions (each as defined below).

Order of precedence

The terms and conditions in this document shall be referred to as the 'General Terms and Conditions'. If you are accessing this Site from any of the countries listed under the section 'Country Clauses', your use of the Site may be subject to additional terms and conditions ('Country Clauses'), which shall be deemed to be incorporated in the General Terms and Conditions. These can be viewed by clicking the link to the relevant country listed below.

The Privacy and Data Protection Statement (including the Cookie Policy) can be viewed by clicking on the link listed below and shall also be deemed to be incorporated in the General Terms and Conditions.

From this Site we may provide information or hyperlinks to other websites or pages which may be subject to their own specific terms and conditions including disclaimers ('Specific Terms and Conditions').

To the extent that there is any conflict between any of the Terms and Conditions, the following shall be the order of precedence in relation to such conflict:

1. Specific Terms and Conditions;
2. Country Clauses; and
3. General Terms and Conditions.

Note that particular products and services provided by any member of the HSBC Group may have their own terms and conditions which will form the legal agreement between you and that member of the HSBC Group. You should carefully read such terms and conditions before obtaining the product or service from that member of the HSBC Group.

We may change the Terms and Conditions at any time by updating these pages. You agree to review any applicable terms and conditions regularly and that your use of any part of this Site will be subject to any such changes once they are made.

Availability of the site, products and services

The content, including layout, of this Site or products or services available via this Site may be wholly or partially suspended, withdrawn or changed at any time. We reserve the right at any time to immediately suspend the provision of all or any part of this Site to you and/or block your access to this Site.

The provision of financial services or products

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Market information

Market information services are not intended to provide professional advice and should not be relied upon in that regard. Persons accessing these pages are advised to obtain appropriate professional advice where necessary. No consideration has been given to the particular investment objectives, financial situation or particular needs of any recipient.

Market information is not and should not be construed as an offer to sell or the solicitation of an offer to purchase or subscribe for any investment. Market information is obtained from sources believed to be reliable but which has not been independently verified; no guarantee, representation or warranty is made and no responsibility or liability as to its accuracy or completeness is accepted.

Reliance on information

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The information on this Site is based on understanding of current law, regulation and tax practice at the time of going to press. Future changes in law, regulation, or tax practice could affect the information on this Site.

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Investment performance

Please note that the value of investments and the income derived from them may fluctuate and an investor may not receive back the amount originally invested. Where past performance is shown it refers to the past and should not be seen as an indication of future performance. The value and any income arising from any investment referred to on this Site may go down as well as up. In particular you may not get back the full amount invested. Where overseas securities are held, the rate of exchange may cause the value of the investment to go up as well as down. Any forecast, projection or target is indicative only and is not guaranteed in any way. We accept no liability for any failure to meet such a forecast, projection or target.

In the case of investments for which there is not a recognised market it may be difficult for investors to sell their investment or to obtain reliable information about its value or the extent of the risks to which it is exposed.

Interest by HSBC group members

Members of the HSBC Group and/or their officers, directors and employees may own or have positions in any securities mentioned in this Site (or in any related investment) and may from time to time add to or dispose of any such securities (or investment).

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Our monitoring of communications

To help us improve our service and in the interest of security, we may monitor and/or record communications (whether over the Internet, telephone or otherwise) between you and us. All recordings are our sole property.

Miscellaneous

Any notice to be given under these Terms and Conditions must be communicated by post, telex, email or facsimile to the address most recently notified by the receiving party. Receipt of notice shall be deemed to occur at the time when the notice would in the ordinary course be delivered or transmitted. If any part of these Terms and Conditions is found by any court or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the rest of such terms which shall continue to be valid and enforceable to the fullest extent permitted by law.

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To the extent permitted by law, neither we nor any member of the HSBC Group shall be liable for any damage, loss or liability (whether arising in contract, tort, including negligence, or otherwise) arising out of or in connection with (a) your use of this Site; (b)your reliance on or your inability to use the information, products or services on this Site; and/or (c) any failure in performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure to this Site or your use or attempted use of it.

The above exclusions apply to any damage which is direct, indirect, special, incidental or consequential or consists of loss of profits, business, opportunity or data. All of the above exclusions apply even if you have advised us or any other member of the HSBC Group of the possibility of the above types of damage, loss or liability. Nothing in these terms shall exclude or limit the liability of any member of the HSBC Group in relation to fraud, personal injury or death.

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Governing law

These Terms and Conditions are governed by and are to be interpreted in accordance with the laws of England and Wales. The courts in England and Wales will have non-exclusive jurisdiction in respect of any dispute which may arise in connection with the Terms and Conditions or your use of this Site.

Your queries

If you wish to contact HSBC Bank plc, please refer to the Contact Us link which can be found on each page of the Site.

HSBC's business has been built on trust between us and our customers. To preserve the confidentiality of all information you provide to us, we commit to the following in relation to such information:

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• HSBC aim to keep the information up-to-date.
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Your personal data may be disclosed or transferred worldwide to agents or third parties authorised to act on our behalf or other members of the HSBC Group or to third parties including our subcontractors, for the purposes of: providing services to the company/organisation that you represent and/or for servicing and/or developing our relationship with that company/organisation or you, verifying your identity, preventing and detecting crime and complying with appropriate governmental and non-governmental regulators or ombudsman.

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The returns on HSBC structured investments are linked to the performance of various market measure underliers. Investing in a structured investment is not equivalent to investing directly in the underlier. Before investing, clients should carefully read the offering documents for the specific issuance, which will explain the terms of the issuance as well as the risks related to the issuance. An investment in structured investments involves risks. These risks will depend on the terms of the specific issuance and the nature of the underlying market measure and could include: fluctuations in the price, level or yield of the underlier, changes in interest rates, currency values or credit quality, substantial or complete loss of principal, limits on participation in appreciation of the underlying instrument, limited liquidity, exposure to HSBC credit risk and certain conflicts of interest.

HSBC operates in various jurisdictions through its affiliates, including, but not limited to, HSBC Bank USA, N.A. and HSBC Securities (USA) Inc., member of NYSE, FINRA and SIPC.

HSBC has filed a registration statement (including a prospectus, a prospectus supplement and an equity index underlying supplement) with the SEC for the securities offerings to which this document relates. Before you invest, you should read these documents in that registration statement and other documents HSBC has filed with the SEC for more complete information about HSBC and those offerings. You may get these documents for free by visiting EDGAR on the SEC’s web site at www.sec.gov. Alternatively, HSBC Securities (USA) Inc. or any dealer participating in this offering will arrange to send you these documents if you request them by calling toll-free 1-866-811-8049.

The strategy tracked by AiPEX5 and the Base Index and the views implicit in AiPEX5 and the Base Index are not guaranteed to succeed.
The strategies tracked by AiPEX5 and its underlying index, the AI Powered US Equity Base Index (the “Base Index”), are not guaranteed to be successful. It is impossible to predict whether and the extent to which AiPEX5, the Base Index or the underlying constituents of the Base Index will yield positive or negative results. AiPEX5 adjusts its exposure to the Base Index based on historical economic relationships which may not hold true in the future. You should seek your own advice as necessary to assess AiPEX5, the Base Index and their respective strategies.

AiPEX5 and the Base Index were recently launched and have limited operating history.
AiPEX5 was launched on May 4, 2020 and therefore has limited historical performance. The Base Index has also recently launched and has similarly limited historical performance. As a result, limited actual historical performance information is available for you to consider in making an independent investigation of AiPEX5, which may make it more difficult for you to evaluate the historical performance of AiPEX5 and make an informed investment decision than would be the case if AiPEX5 and the Base Index had a longer trading history.

Hypothetical back-tested performance prior to the launch of AiPEX5 and the Base Index provided in this brochure refers to simulated performance data created by applying AiPEX5’s and the Base Index’s calculation methodologies to historical prices of the equities that comprise the Base Index and SOFR or, prior to April 2, 2018, the Federal Funds Rate (as described in the AiPEX5 index guideline available on Solactive AG’s website). Such simulated performance data has been produced by the retroactive application of a backtested methodology in hindsight, and may give more preference towards equities that have performed well in the past. Hypothetical back-tested results are neither an indicator nor a guarantor of future results.

The hypothetical back-tested performance of AiPEX5 prior to May 4, 2020 cannot fully reflect the actual results that would have occurred had AiPEX5 actually been calculated during that period, and should not be relied upon as an indication of AiPEX5’s future performance. A longer history of actual performance could be helpful in providing more reliable information on which to assess AiPEX5.

AiPEX5 may not approximate the Target Volatility.
No assurance can be given that AiPEX5 will maintain a realized volatility that approximates the Target Volatility, and the actual realized volatility of AiPEX5 may be greater or less than the Target Volatility. AiPEX5 seeks to maintain a realized volatility approximately equal to the Target Volatility of 5% by rebalancing its exposures to the Base Index on each day based on two measures of realized volatility. However, there is no guarantee that trends exhibited by any such measures will continue in the future.

The volatility-targeting feature may cause AiPEX5 to perform poorly during certain market conditions.
AiPEX5 allocates exposure to the Base Index based on two measures of realized volatility. Realized volatility is not the same as implied volatility, which is an estimation of future volatility, and may better reflect market volatility expectation. Because exposure is adjusted based on historic levels and trends, AiPEX5 may not meaningfully reduce its exposure to the Base Index until a down-turn has already occurred, and by the time reduced exposure does take effect, the recovery may have already begun.

AiPEX5 varies its exposure to the Base Index. As a result, exposure to the Base Index may be limited and the performance of AiPEX5 may be adversely affected.
AiPEX5, on each day on which it is calculated, adjusts its exposure to the Base Index in an attempt to maintain a historical volatility approximately equal to the Target Volatility. If the exposure to the Base Index is less than 100%, AiPEX5 will include an uninvested position that does not earn interest or any other return. AiPEX5 may include an uninvested position even when the Base Index is performing favorably. As a result, AiPEX5 may underperform a similar index that does not include an uninvested position.

The performance of AiPEX5 will be reduced by the performance of the reference rate and the embedded adjustment factor.
AiPEX5 is an excess return index. The return of AiPEX5 is determined by reference to the performance of the Base Index (as adjusted based on the applicable exposure) in excess of the performance of a reference rate, SOFR. The level of AiPEX5 also reflects an embedded adjustment factor of 0.85% per annum, deducted daily. The performance of the reference rate and the embedded adjustment factor will offset, in whole or in part, any positive performance and increase any negative performance of the Base Index. As a result, any return on AiPEX5 may be reduced or eliminated. When AiPEX5 is uninvested (i.e. the exposure to the Base Index is less than 100%), the negative effect of the embedded adjustment factor will be magnified, and the return on AiPEX5 may be negative even while the level of the Base Index increases.

Any changes to SOFR may adversely affect the level of AiPEX5.
A discontinuance of SOFR or a change in its method of calculation could have a material adverse effect on the level of AiPEX5.

SOFR has a very limited history, and its historical performance is not indicative of future performance.
The Federal Reserve Bank of New York began to publish SOFR in April 2018. Although the Federal Reserve Bank of New York has also begun publishing historical indicative SOFR going back to 2014, such historical indicative data inherently involves assumptions, estimates and approximations. Therefore, SOFR has limited performance history, and any hypothetical back-tested performance of AiPEX5 prior to April 2, 2018 was calculated using the Federal Funds Rate plus a spread in place of SOFR.

Future levels of SOFR may bear little or no relation to the historical level of SOFR. The future performance of SOFR is impossible to predict and therefore no future performance of SOFR may be inferred from any hypothetical or actual historical performance data. Hypothetical or actual historical performance data are not indicative of the future performance of SOFR.

The Base Index selects and weights its underlying constituents based on AI models; the strategies and views implicit in such models and in the Base Index are not guaranteed to succeed.

The strategy of the AI models, and therefore the Base Index, is not guaranteed to be successful. It is impossible to predict whether and the extent to which any underlying constituents of the Base Index will yield positive or negative results.

The method by which the Base Index reweights the underlying constituents and the reallocation period may negatively affect the level of the Base Index.
The underlying constituents are reviewed and the Base Index is rebalanced monthly. At the end of each month, the AI models are used to recalculate the AI scores for each eligible constituent, and these scores are used by the index sponsor to select and weight the underlying constituents, subject to pre-determined constraints. The weight of each underlying constituent selected from the eligible constituents is subject to a cap (equal to 7.50% unless a lower cap is applicable based on the realized volatility of such underlying) and any excess weight is allocated to the iShares® 1-3 Year Treasury Bond ETF (“the ETF Constituent”). The allocation rules, including the cap, will be followed even where they limit the Base Index’s exposure to positively performing underlying constituents or increase the Base Index’s exposure to negatively performing underlying constituents, and may result in lower returns on the Base Index.

The Base Index is exposed to equity risk, including from mid-capitalization companies.
The Base Index is linked to the performance of the underlying constituents, which include U.S. large-capitalization and mid-capitalization stocks. The level of the Base Index can rise or fall sharply due to factors specific to the underlying constituents, such as stock price volatility, earnings and financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general market volatility and levels, interest rates and economic and political conditions.

Changes in U.S. Treasury rates and the perceived creditworthiness of the United States may affect the level of the Base Index.
Because the value of the Base Index is linked, in part, to the ETF Constituent which tracks the value of U.S. Treasury bonds, changes in U.S. Treasury rates may affect the level of the Base Index.

AiPEX5 and the Base Index are purely notional.
The exposures to the underlying constituents are purely notional and will exist solely in the records maintained by or on behalf of Solactive AG. There is no actual portfolio of assets to which any person is entitled or in which any person has any ownership interest. Consequently, you will not have any claim against any of the underlying assets that are referenced by AiPEX5 or the Base Index.

Solactive AG administers, calculates and publishes AiPEX5 and the Base Index.
Solactive AG has the authority to determine whether certain events affecting AiPEX5 or the Base Index have occurred including, but not limited to, events affecting the reference rate or the underlying equity constituents of the Base Index.

Potential investors in any financial instrument of which AiPEX5 or the Base Index is an underlying need to be aware that any determination or calculation made by Solactive may affect the level of AiPEX5 or the Base Index, as applicable, and, as appropriate, the performance of any instruments linked to the performance of AiPEX5 or the Base Index. Solactive AG has no obligation to consider the interest of investors in any such instruments when making any determination or calculation. Such discretion in the decisions taken by Solactive AG (in the absence of manifest or proven error) are binding on all investors and holders of such instruments.

The level of the Base Index, and therefore AiPEX5, may be determined by reference to the SPDR® S&P 500® ETF (“SPY”) if the AI models become unavailable.
In the event that EquBot Inc., the provider of the AI models, no longer provides the applicable AI scores with respect to the eligible constituents, the shares of SPY will be selected as the sole underlying constituent of the Base Index with a weight of 100%. In such an event, the value of the Base Index, and therefore AiPEX5, will be determined by reference to SPY.