Dodd Frank Act - External Business Conduct

Global Regulation

Dodd Frank Act - External Business Conduct

It is important to us that you understand everything you need to know about a swap transaction before entering into an agreement with us.

The following documentation and links contain important information that you should read and understand about swap products which HSBC Bank plc, The Hongkong and Shanghai Banking Corporation Limited or HSBC Bank USA, NA ("HSBC") may make available to you and which align with industry standards.

HSBC is obliged to provide you this information as a result of its ongoing commitment to work with international regulators to create safer swap markets.

By viewing the information on this website, you agree to be bound by the following obligations and limitations.

Where this refers to “we” or “HSBC” it refers to the relevant HSBC entity with which you are transacting (The Hongkong and Shanghai Banking Corporation Limited, HSBC Bank USA, NA or HSBC Bank plc as applicable) and where this refers to “you” it refers to you or your organisation.

If you have adhered to the ISDA August 2012 DF Protocol Agreement, you agree that HSBC has effectively delivered to you the relevant disclosure required pursuant to CFTC Regulation 23.431, including disclosure of (a) the daily mark (in accordance with CFTC Regulation 23.431(d) and Section 2.12 of the ISDA August 2012 DF Protocol Supplement) and (b) the material risks, characteristics and economic terms of the transaction (in accordance with CFTC Regulation 23.431(a)). You are solely responsible for making your own independent appraisal of and investigation into the products, investments and transactions referred to on this website and should not rely on the information on this website as constituting investment advice.

HSBC is not responsible for providing you with legal, tax or other specialist advice and you should make your own arrangements in respect of this accordingly.

Material Risk Disclosures

The General Disclosure Statement and each of the Annexes (together, the "ISDA DF Disclosure") published by the International Swaps and Derivatives Association, Inc. (“ISDA”), which can be accessed using the link below, contain standard form risk disclosures intended to relate primarily to the requirements of Commodity Futures Trading Commission Rules 23.431, 23.450(g) and 23.605(e).

In no event may any copyright or trademark notice from ISDA be removed. Your use of the ISDA DF Disclosure should be undertaken only after securing appropriate legal advice on its provisions and neither HSBC nor ISDA makes any representation, warranty or assurance, express or implied, concerning the suitability of the ISDA DF Disclosure for use in any particular transaction and bears no responsibility or liability whatsoever, whether in tort or in contract, in respect of any use of this instrument.

No document produced by ISDA (each, an “ISDA Document”) may be reproduced or distributed without ISDA's written permission except ISDA Master Agreements, ISDA Credit Support Documents and standardized general and product specific risk disclosures published by ISDA, which may be reproduced and distributed solely for use in documenting specific commercial transactions.

Content of the ISDA Documents is protected by copyright pursuant to U.S. and international copyright laws. In no event may any copyright or trademark notice be removed.

You are solely responsible for making your own independent appraisal of and investigation into the products, investments and transactions contemplated, particularly outside of the ISDA DF Disclosure.

Please familiarise yourself with the ISDA DF Disclosure before you or your organisation (“you”) undertakes any swap transaction with HSBC.

HSBC is not responsible for providing you with legal, tax or other specialist advice and you should make your own arrangements in respect of this accordingly.

Last updated: 17 March 2015

Rates

The links below contain market standard material terms (as supplemented by the relevant Reference Documents) for the relevant swaps referred to under "Products" below ("Static Terms"). The relevant Static Terms will be supplemented by transaction-specific material terms to be communicated to you prior to trading ("Transactional Terms" and together with the Static Terms, the "Terms"). The Transactional Terms may amend the Static Terms, as notified by us. The Terms are intended to relate primarily to the requirements of the Commodity Futures Trading Commission.

Product Type
Product Currency

You are solely responsible for making your own independent appraisal of and investigation into the products, investments and transactions contemplated, particularly outside of the Static Terms provided. Please familiarise yourself with the Static Terms and consider these in conjunction with the Transactional Terms before you or your organisation (“you”) undertakes any swap transaction with HSBC.

In no event may any copyright or trademark notice from the International Swaps and Derivatives Association, Inc. (“ISDA”) be removed. Your use of the Terms should be undertaken only after securing appropriate legal advice on its provisions and neither HSBC nor ISDA makes any representation, warranty or assurance, express or implied, concerning the suitability of the Terms for use in any particular transaction and bears no responsibility or liability whatsoever, whether in tort or in contract, in respect of any use of this instrument.

Neither the Static Terms nor any other document produced by ISDA (each, an “ISDA Document”) may be reproduced or distributed without ISDA's written permission except ISDA Master Agreements, ISDA Credit Support Documents and standardized general and product specific risk disclosures published by ISDA, which may be reproduced and distributed solely for use in documenting specific commercial transactions.

Content of the ISDA Documents is protected by copyright pursuant to U.S. and international copyright laws. In no event may any copyright or trademark notice be removed.

HSBC is not responsible for providing you with legal, tax or other specialist advice and you should make your own arrangements in respect of this accordingly.

Last updated: 8 July 2014

Equities

This web page contains links to forms of confirmations and spreadsheets of material economic terms relating to a variety of types of transactions (“Transactions”) that we may enter into with you from time to time. Any confirmation or other documentation we directly provide to you in respect of an actual or potential Transaction will supersede the information on this website and, to the extent inconsistent, such confirmation or other documentation will control. In addition, the agreed upon terms of any Transaction that we enter into with you will be set forth in the confirmation or other agreement that you and we enter into with respect to that Transaction and may differ materially from the terms set forth in the forms and spreadsheets available on or through this web page. By making this web page available, we are not indicating that we are willing to enter into any Transaction with any counterparty on any terms.

Equity Derivatives Confirmation terms and ISDA Equity Derivatives documentation:

Legal Entity
Product Type


ISDA Equity Derivatives Documentation

In no event may any copyright or trademark notice from the International Swaps and Derivatives Association, Inc. (“ISDA”) be removed. Your use of the forms of confirmations and spreadsheets of material economic terms for each Transaction should be undertaken only after securing appropriate legal advice on its provisions and neither HSBC nor ISDA makes any representation, warranty or assurance, express or implied, concerning the suitability of the terms for use in any particular Transaction and bears no responsibility or liability whatsoever, whether in tort or in contract, in respect of any use of this instrument.

No document produced by ISDA (each, an “ISDA Document”) may be reproduced or distributed without ISDA's written permission except ISDA Master Agreements, ISDA Credit Support Documents and standardized general and product specific risk disclosures published by ISDA, which may be reproduced and distributed solely for use in documenting specific commercial transactions.

Content of the ISDA Documents is protected by copyright pursuant to U.S. and international copyright laws. In no event may any copyright or trademark notice be removed.

HSBC is not responsible for providing you with legal, tax or other specialist advice and you should make your own arrangements in respect of this accordingly."

Last updated: 09 December 2014

Foreign Exchange

As a Swap Dealer, we are required under the DFA's new regulatory framework to provide our swap counterparties (other than counterparties who are Swap Dealers or Major Swap Participants), with a Mid Market Mark prior to trading. The Mid-Market Mark calculation excludes credit reserve, hedging, liquidity, profit and any other cost adjustments.

For certain FX products HSBC has developed an electronic pricing tool which displays our Mid-Market Mark for all FX currency pairs which we currently trade on e-platforms. The products included are FX Swaps, Outright Forwards, Non-Deliverable Forwards and Time Options. Please see the link below to the pricing tool. If our Mid-Market Mark for the currency pair selected is not available, please contact your local HSBC Salesperson.

FX Mid-Price Calculator

The links (if any) for the selected Product Type and HSBC Entity below contain market standard material terms (as supplemented by the relevant Reference Documents) for the relevant swaps referred to under "Product Type" below ("Static Terms"). The relevant Static Terms will be supplemented by transaction-specific material terms to be communicated to you prior to trading ("Transactional Terms") and together with the Static Terms, the "Terms"). The Transactional Terms may amend the Static Terms, as notified by us. The Terms are intended to relate primarily to the requirements of the Commodity Futures Trading Commission.

Product Type
HSBC Entity

 

You are solely responsible for making your own independent appraisal of and investigation into the products, investments and transactions contemplated, particularly outside of the Static Terms provided. Please familiarise yourself with the Static Terms and consider these in conjunction with the Transactional Terms before you or your organisation (“you”) undertakes any swap transaction with HSBC.

In no event may any copyright or trademark notice from the International Swaps and Derivatives Association, Inc. (“ISDA”) be removed. Your use of the Terms should be undertaken only after securing appropriate legal advice on its provisions and neither HSBC nor ISDA makes any representation, warranty or assurance, express or implied, concerning the suitability of the Terms for use in any particular transaction and bears no responsibility or liability whatsoever, whether in tort or in contract, in respect of any use of this instrument.

Neither the Static Terms nor any other document produced by ISDA (each, an “ISDA Document”) may be reproduced or distributed without ISDA's written permission except ISDA Master Agreements, ISDA Credit Support Documents and standardized general and product specific risk disclosures published by ISDA, which may be reproduced and distributed solely for use in documenting specific commercial transactions.

Content of the ISDA Documents is protected by copyright pursuant to U.S. and international copyright laws. In no event may any copyright or trademark notice be removed.

HSBC is not responsible for providing you with legal, tax or other specialist advice and you should make your own arrangements in respect of this accordingly.

Last updated: 6 June 2014

Emerging Markets

The tables displayed for each selected Product Type and Product Currency below (as supplemented by the relevant Reference Documents) contain market standard material terms for the relevant swaps referred to for the selected "Product Type" below ("Static Terms"). The relevant Static Terms will be supplemented by transaction-specific material terms to be communicated to you prior to trading ("Transactional Terms") and together with the Static Terms, the "Terms"). The Transactional Terms may amend the Static Terms, as notified by us. The Terms are intended to relate primarily to the requirements of the Commodity Futures Trading Commission.

Product Type
Product Currency

Reference Documents

You are solely responsible for making your own independent appraisal of and investigation into the products, investments and transactions contemplated, particularly outside of the Static Terms provided. Please familiarise yourself with the Static Terms and consider these in conjunction with the Transactional Terms before you or your organisation (“you”) undertakes any swap transaction with HSBC.

In no event may any copyright or trademark notice from the International Swaps and Derivatives Association, Inc. (“ISDA”) be removed. Your use of the Terms should be undertaken only after securing appropriate legal advice on its provisions and neither HSBC nor ISDA makes any representation, warranty or assurance, express or implied, concerning the suitability of the Terms for use in any particular transaction and bears no responsibility or liability whatsoever, whether in tort or in contract, in respect of any use of this instrument.

Neither the Static Terms nor any other document produced by ISDA (each, an “ISDA Document”) may be reproduced or distributed without ISDA's written permission except ISDA Master Agreements, ISDA Credit Support Documents and standardized general and product specific risk disclosures published by ISDA, which may be reproduced and distributed solely for use in documenting specific commercial transactions.

Content of the ISDA Documents is protected by copyright pursuant to U.S. and international copyright laws. In no event may any copyright or trademark notice be removed.

HSBC is not responsible for providing you with legal, tax or other specialist advice and you should make your own arrangements in respect of this accordingly.

Last updated: 6 June 2014

Credit

The standard form Master Credit Derivatives Confirmation Agreements (as supplemented by the relevant Reference Documents) that can be accessed via the links below contain market standard material terms for credit derivatives transactions ("Static Terms"). If you have previously entered into a Master Credit Derivatives Confirmation Agreement, Standard Terms Supplement or other pre-agreed economic terms with us in respect of the particular product you intend to trade, please refer to that agreement or those terms for the Static Terms. The relevant Static Terms will be supplemented by transaction-specific material terms to be communicated to you prior to trading ("Transactional Terms" and together with the Static Terms, the "Terms"). The Transactional Terms may amend the Static Terms, as notified by us prior to trading. The pre-trading disclosure of the Terms is intended to relate primarily to the requirements of the Commodity Futures Trading Commission.

Credit Index Annex Confirmations

Reference Documents

You are solely responsible for making your own independent appraisal of and investigation into the products, investments and transactions contemplated, particularly outside of the Static Terms provided. Please familiarise yourself with the Static Terms and consider these in conjunction with the Transactional Terms before you or your organisation (“you”) undertakes any swap transaction with HSBC.

In no event may any copyright or trademark notice from the International Swaps and Derivatives Association, Inc. (“ISDA”) be removed. Your use of the Terms should be undertaken only after securing appropriate legal advice on its provisions and neither HSBC nor ISDA makes any representation, warranty or assurance, express or implied, concerning the suitability of the Terms for use in any particular transaction and bears no responsibility or liability whatsoever, whether in tort or in contract, in respect of any use of this instrument.

Neither the Static Terms nor any other document produced by ISDA (each, an “ISDA Document”) may be reproduced or distributed without ISDA's written permission except ISDA Master Agreements, ISDA Credit Support Documents and standardized general and product specific risk disclosures published by ISDA, which may be reproduced and distributed solely for use in documenting specific commercial transactions.

Content of the ISDA Documents is protected by copyright pursuant to U.S. and international copyright laws. In no event may any copyright or trademark notice be removed.

HSBC is not responsible for providing you with legal, tax or other specialist advice and you should make your own arrangements in respect of this accordingly.

Last updated: 20 June 2014

Metals

The links (if any) for the selected Product Type and HSBC Entity below contain market standard material terms (as supplemented by the relevant Reference Documents) for the relevant swaps referred to under "Product Type" below ("Static Terms"). The relevant Static Terms will be supplemented by transaction-specific material terms to be communicated to you prior to trading ("Transactional Terms" and together with the Static Terms, the "Terms"). The Transactional Terms may amend the Static Terms, as notified by us. The Terms are intended to relate primarily to the requirements of the Commodity Futures Trading Commission.

Commodity Swap - Static Material Economic Terms

A cash-settled forward contract typically transacted in a Metal (Gold, Silver, Platinum or Palladium), where the profit or loss at the time of settlement date is calculated by taking the difference between the fixed price and the market price at the time of settlement, for an agreed upon notional amount of Metal.

Unless otherwise specified the market price is established based on a reference price typically referred to as the "London Metal Fixing" [Gold, Silver, Platinum and Palladium].

For all other static terms to the transaction, HSBC adheres to standard market practice typically referred to as "Good Delivery" as defined by the London Platinum and Palladium Market for Platinum and the London Bullion Market Association for Gold and Silver.

Last updated: 09 December 2014

Daily Mark Calculation

References to valuation statements include the daily mark required pursuant to Commodity Futures Trading Commission ("CFTC") Regulation 23.431(d) (the "Daily Mark", and together with all other valuations, the "Valuations").

All Valuations from HSBC are provided for convenient reference and information purposes only and are intended solely for the use of the original recipient. All Valuations will be based on data as at the close of business of each business day unless otherwise agreed to in writing by the parties. The Daily Mark is calculated by HSBC as of the close of business on the prior business day in New York, London or Hong Kong.

Any Valuation you receive is not intended as an offer or solicitation of the purchase or sale of any instrument and does not constitute a recommendation or investment advice. HSBC shall not be liable for any financial loss or any decision taken on the basis of the information disclosed in any Valuation. HSBC is not responsible for providing you with legal, tax or other specialist advice and you should make your own arrangements in respect of this accordingly. Should you wish to undertake a transaction in any instrument, please refer to your local sales contact at HSBC.

The Daily Mark provided does not include amounts for profit, credit reserve, hedging, funding, liquidity or any other costs or adjustments. The Valuations provided do not represent (i) the actual terms at which new transactions could be entered into, (ii) a price at which either you or HSBC would necessarily agree to replace, terminate, liquidate or unwind the swap, (iii) the value of the swap that is marked on the books of HSBC, or (iv) the calculation or estimate of an amount that would be payable following the designation or occurrence of: (a) an Early Termination Date under Section 6(e) of any ISDA Master Agreement or any ISDA Interest Rate and Currency Exchange Agreement, (b) a similar date under FBF and AFB master Agreement, or (c) a similar date or event under another master agreement or master agreement terms. HSBC may from time to time make a market in or otherwise buy and sell instruments identical or economically related to the valued instruments and the price at which HSBC engages in such activity for a given investment may not be identical to the Daily Mark for such investment. Additionally, calls for margin may be based on considerations other than the Valuations provided by HSBC.

The Daily Mark will not reflect the actual market price at which an offer would be made to purchase, sell, enter into, exercise, novate, unwind, terminate or settle a transaction. Rather, it will represent mathematical approximations of market values as of a given date derived from proprietary models and methodologies based on certain assumptions regarding past, present and future market conditions or other factors, or from other sources of pricing information (eg third party quotes, prices on trading venues, or clearing house marks for comparable or interpolated transactions). In HSBC's sole discretion, we may use a variety of models, methodologies and assumptions to prepare the Daily Mark, depending upon the type of transaction, its characteristics, whether there is a liquid market, and other factors. We reserve the right to alter, replace or vary our models, methodologies, and assumptions from time to time.

Swap valuations are prepared by discounting future cash flows to arrive at a current value. Forward curves are used to determine the expected value of future cash flows; however, in some cases, we may use probabilistic models, simulation models or mathematical pricing models to determine the expected value of future cash flows before discounting. In these models, volatility levels, along with forward curves, as well as other factors including mid-market price, foreign exchange spot or forward rates and correlations may be used as inputs. These inputs are based on observable market inputs or other estimates, depending upon asset class and availability.

We do not take into account specific tax rules or accounting methods applicable to counterparties, clients or potential clients of HSBC in its preparation of the Daily Mark. We may have prepared the Daily Mark on the basis of proprietary models used for HSBC's needs. Therefore, we shall not be liable for differences, if any, between the Daily Mark and daily marks provided by third parties, as such differences may arise as a result of the application and implementation of alternative accounting methods, tax rules or valuation models.

The methodology and assumptions used to prepare the Daily Mark shall be provided via this website and HSBC shall update you upon any material change to the methodology or assumptions used to prepare the Daily Mark during the term of the swap provided that HSBC shall not be obligated to disclose confidential, proprietary information about any model it may use to prepare the Daily Mark.

Except in the case of fraudulent misrepresentation, HSBC expressly disclaims any responsibility for (i) the accuracy of the models or estimates used in deriving the Valuations, (ii) any errors or omissions in computing or disseminating the Valuations, (iii) any uses to which the Valuations are put and (iv) any loss or damage arising out of the provision or use of this information (including, without limitation, incidental or consequential damages).

Distribution, possession or delivery of the Daily Mark in, to or from certain jurisdictions may be restricted or prohibited by law. Recipients of the Daily Mark are required to inform themselves of and comply with all such restrictions or prohibitions. Neither HSBC nor any of its affiliates directors, employees, agents or advisers or any other person accepts any liability to any person in relation to the distribution, possession or delivery of the Daily Mark in, to or from any jurisdiction.

HSBC is under no obligation to keep current the information in this website. No part hereof may be reproduced, distributed or published by you for any purpose without the prior written consent of HSBC. For the avoidance of doubt, the Valuations of derivative transactions provided by HSBC may not be reproduced in the audited annual reports of the original recipient named above or any of its affiliates, and HSBC will not, under any circumstances, provide any consent to a request to reproduce the Valuations in audited annual reports.

Please note that any Valuation may incorporate only a subset of your financial transactions with HSBC.

You can receive Daily Marks directly to your HSBCnet account. If you do not have an HSBCnet account you can register for one here: HSBCnet registration

Last updated: 17 March 2015