We understand that Ernst & Young (“EY”) was engaged by the Treasury Markets Association (the “Association”) to perform an examination in respect of the Association’s statement of compliance with the Principles for Financial Benchmarks published by the International Organisation of Securities Commissions dated July 2013 (the “IOSCO Principles”) for the period from 1 October 2022 to 30 September 2024 in accordance with International Standard on Assurance Engagements 3000 (Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information (the “Services”).
EY has been requested by the Association to provide us (“Recipient”), subject to the terms herein, with a copy of the report prepared for the Association, on their instructions, on the Association’s statement of compliance with the IOSCO Principles with respect to its administration of HKD Interest Settlement Rates (“HKD HIBOR”), CNH Hong Kong Interbank Offered Rate (“CNH HIBOR”), HKD Overnight Index Average (“HONIA”), USD/HKD Spot Rate and USD/CNY(HK) Spot Rate (the “Report”).
We, as Recipient, understand that (1) the Services were undertaken, and the Report was prepared, solely for the benefit and internal use of the Association and its Executive Board for the purposes specified in the engagement, and are not intended for any other purpose; (2) EY has made no representation or warranty to us as to the sufficiency of the Services or otherwise with respect to the Report; (3) had EY been engaged to perform additional services or procedures, other matters might have come to EY’s attention that would have been addressed in the Report; and (4) EY has not been engaged to act, and has not acted, as advisor to any other party. Accordingly, EY makes no representations as to the appropriateness, accuracy or completeness of the Report for the Recipient’s or any other party's purposes. Further, we understand that the Report was concluded on 4 December 2024, and EY has not undertaken any further work since that time. Material events may therefore have occurred which will not be reflected in the Report.
The Services do not constitute (1) an audit, review or examination of financial statements in accordance with generally accepted auditing standards, (2) an examination of prospective financial statements in accordance with applicable professional standards, or (3) procedures to detect fraud or illegal acts. The Services do not include any procedures to test compliance with the laws or regulations of any jurisdiction.
We further acknowledge and agree that (1) we do not acquire any rights against EY, any other member firm of the global EY network, or any of their respective affiliates, partners, agents, representatives or employees (collectively, the “EY Parties”), and EY assumes no duty or liability to us, in connection with the Services or our access to the Report; (2) we may not rely on the Report; (3) we will not contend that any provisions of applicable laws could invalidate or avoid any provision of this agreement; (4) the Report is confidential and must be maintained in the strictest confidence and may not be disclosed by Recipient to any other party or used by any other party or relied upon by any other party without the prior written consent of the EY; and (5) no duty of care is owed by EY to any Recipient in respect of any use that the Recipient may make of the Report. No reliance may be placed upon the Report or any of its contents by any Recipient of the Report for any purpose. Recipient must make and rely on their own enquiries in relation to the issues to which the Report relates, the contents of the Report and all matters arising from or relating to or in any way connected with the Report or its contents.
In addition, except (1) when compelled by legal process (of which we shall promptly inform EY and tender to EY, if EY so elects, the defense thereof), or (2) with EY’s prior written consent, we will not disclose, orally or in writing, the Report or any portion thereof, or make any reference to EY in connection therewith, in any public document or to any third party. To the extent we are permitted to disclose the Report as set forth herein, we shall disclose it only in the original, complete and unaltered form provided by EY, with all restrictive legends and other agreements intact, and we will advise the party to whom we disclose the Report that it may not rely on, use, circulate, quote or otherwise refer to the Report for any purpose.
We, the Recipient, (for ourselves and our successors and assigns) hereby release each of the EY Parties from any and all claims or causes of action that we have, or hereafter may or shall have, against them in connection with the Report, our access to the Report or EY’s performance of the Services. We shall indemnify, defend and hold harmless the EY Parties from and against all claims, liabilities, losses and expenses suffered or incurred by any of them arising out of or in connection with (1) any breach of this agreement by us or our representatives; and/or (2) any use or disclosure of, or reliance on, the Report by any other party that obtains access to the Report, directly or indirectly, from or through us or at our request.
This agreement shall be governed by, and construed in accordance with, the laws of Hong Kong applicable to agreements made and fully to be performed therein by residents thereof. Any dispute, controversy, difference or claim arising out of or relating to this letter, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules, as amended by this section and as in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. The result of the arbitration shall be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction.
Except as expressly provided for in this agreement, a person or entity that is not a party to this agreement shall have no right to enforce any of its terms under the Contract (Rights of Third Parties) Ordinance (Cap. 623, Laws of Hong Kong). Where any clause of this agreement entitles any third party to enforce any terms of this agreement under the Contract (Rights of Third Parties) Ordinance, the parties reserve the right to vary that term or any other terms of this agreement without the consent of that third party.
In consideration of EY providing us with access to and a copy of the Report, we confirm our acceptance of, and agreement to, the terms of this agreement by clicking the “Accept” button below.
By clicking on the “I ACCEPT” button below, we signify that we, the Recipient, agree to be bound by these terms and conditions herein. Such acceptance and agreement shall be deemed to be as effective as a written signature by us, the Recipient, and this agreement shall be deemed to satisfy any writings requirements of any applicable law, notwithstanding that the agreement is written and accepted electronically. We acknowledge and agree that distribution or disclosure of any portion of the Report or any information or advice contained therein is prohibited.