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 '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.

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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.

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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.

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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.

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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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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 Adjustment Factor, or decrement, of 5.00% per annum and the monthly Rebalancing Fee of 0.01% of the change in the composition of the Notional Portfolio will always adversely affect the performance of the Index.
The Index has a decrement feature whereby 5.00% per annum is deducted daily from the Index level. The Index tracks the performance of the Notional Portfolio (as defined below), which is a notional portfolio of stocks selected from the Benchmark. The Notional Portfolio does not have a decrement feature. Also, the Rebalancing Fee of 0.01% of the relevant change in the composition of the Notional Portfolio is deducted from the Index’s level every time such composition is rebalanced, which is expected to occur monthly.

Consequently, the Index will always underperform the Notional Portfolio.

Due to the decrement feature, the Index’s level will only increase if the Notional Portfolio’s aggregate performance (as reduced by the monthly Rebalancing Fee) exceeds 5.00% per annum.
The Index level may decline even if the Notional Portfolio level appreciates.

Any potential benefit from the total return feature of the Notional Portfolio will be reduced by the Index’s decrement of 5.00% per annum.
The Notional Portfolio is calculated as if it were a total return index, reflecting the reinvestment of dividends on its components. Because of the 5.00% per annum decrement feature of the Index, the Index level will always be less than the Notional Portfolio solely modified by the monthly Rebalancing Fee. The 5.00% per annum decrement will be deducted daily from the Index, regardless of whether any dividends were paid on the Index Components (as defined below).

The Index strategy is not guaranteed to succeed.
The Index strategy is not guaranteed to be successful. It is impossible to predict whether and the extent to which the Index and the Notional Portfolio will yield positive or negative results. The Index adjusts its exposure to the selected constituents of the Benchmark based on historical economic relationships which may not hold true in the future.

The Index tracks the total return of the Notional Portfolio selected by EquBot from the constituents (the “Index Universe Components”) of the Solactive US Large & Mid Cap Index (the “Index Universe”) following a methodology based on artificial intelligence (“AI”) techniques developed by EquBot, subject to certain allocation constraints. The selection of shares includes a tracking error constraint to cap the Tracking Error between the Index and the Benchmark at 2.60%.

There is no guarantee that the EquBot AI techniques will select the best performing Index Universe Components from the Benchmark to become constituents of the Index (“Index Components”). The Index may underperform an alternative strategy based upon the Benchmark or any other measure or portion of the US equity market.

The Index and the Notional Portfolio are purely notional.
The exposure to the Notional Portfolio is purely notional and will exist solely in the records maintained by or on behalf of Solactive AG (“Solactive”). Although the Notional Portfolio may also be referred as the “portfolio”, the “underlying portfolio” or other similar terms, there is no actual portfolio of assets to which any person is entitled or in which any person has any ownership interest.

The Index was recently launched and has a limited operating history.
The Index was launched on July 14, 2021 and therefore has limited historical performance. As a result, limited actual historical performance information is available for you to consider in making an independent investigation of the Index, which may make it difficult for you to evaluate the historical performance of the Index and make an informed investment decision than would be the case if the Index had a longer trading history.

Hypothetical back-tested performance prior to the launch of the Index provided in this document refers to simulated performance data created by applying the Index’s calculation methodology to historical prices of the underlying constituents. Such simulated performance data has been produced by the retroactive application of a back-tested methodology in hindsight, and may give more preference towards underlying constituents 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 the Index prior to July 14, 2021 cannot fully reflect the actual results that would have occurred had the Index actually been calculated during that period, and should not be relied upon as an indication of the Index’s future performance.

Solactive administers, calculates and publishes the Index, the Index Universe and the Benchmark.
Solactive has the authority to determine whether certain events affecting the Index have occurred including, but not limited to, events affecting the underlying equity constituents of the Index.

Potential investors in any financial instrument of which the Index is an underlying need to be aware that any determination or calculation made by Solactive may affect the Index’s level, as applicable, and, as appropriate, the performance of any instruments linked to the performance of the Index. Solactive 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 (in the absence of manifest or proven error) are binding on all investors and holders of such instruments.

The Index selects and weights the Index Components based on AI models; the strategies and views implicit in such models and in the Index are not guaranteed to succeed.
The strategy of the AI models, and therefore the Index, is not guaranteed to be successful. It is impossible to predict whether and the extent to which any underlying constituents of the Index will yield positive or negative results. The AI models evaluate the Index Universe Components, and the Index selects and weights the Index Components, based on historical data which may not reflect future performance. You should seek your own advice as necessary to assess the Index and the underlying AI models.

The method by which the Index reweights the Index Components and the reallocation period may negatively affect the Index’s level.
The Index Components are reviewed and the Notional Portfolio is rebalanced monthly. Near the end of each month, the AI models are used to recalculate the AI scores for each Index Universe Component, and these scores are used by EquBot to select and weight the Index Components, subject to pre-determined constraints. The weight of each Index Component selected from the Index Universe Components 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 selection and weight of the Index Components is also subject to a tracking error constraint, which caps the Tracking Error between the Index and the Benchmark at 2.60%. The allocation rules, including the cap, will be followed even where they limit the Index’s exposure to positively performing Index Components or increase the Index’s exposure to negatively performing Index Components, and may result in lower returns on the Index.

The AI models attempt to estimate the future price of each eligible Index Universe Component over a 1-month time horizon, relative to its current price. There is no way to determine whether any future price will actually be achieved or if any projected growth will occur before the next monthly rebalancing. Additionally, an eligible Index Universe Component that was predicted to perform poorly may outperform those which were selected for inclusion in the Index. The Index’s level may be adversely affected if the Index Components do not perform as the AI models predict.

Any changes to the Index Components and their relative weights are made over a three trading day period. This delay between the observed values and the following reallocation may negatively affect the ability of the Index to implement its strategy and the return on the Index.

The Index Universe is exposed to equity risk, including from mid-capitalization companies.
The Index Universe includes U.S. large-capitalization and mid-capitalization stocks. The Index’s level can rise or fall sharply due to factors specific to the Index Universe Components, 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.

The Index’s level may be determined by reference to the SPDR S&P 500 ETF Trust (“SPY”) if the AI models become unavailable.
In the event that EquBot, 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 Index Component with a weight of 100%. In such an event, the value of the Index will be determined by reference to SPY, the tracking error constraint and the Adjustment Factor, or decrement.