Independent Auditor’s assurance report in respect of the Bank of England’s statement of compliance, explaining where compliance is not appropriate given the Bank’s position as the United Kingdom’s central bank (the ‘Statement of compliance’) with the IOSCO Principles for Financial Benchmarks (the ‘IOSCO Principles’) to the [Court of Directors of the Bank of England] (the ‘Bank’) as at 12 November 2021
Ernst & Young LLP have been requested by the Bank to provide you, the recipient company, firm or organisation (‘Recipient’), with a copy of the report we prepared, on their instructions, on the Bank’s Statement of compliance with the IOSCO principles with respect to its administration of the SONIA benchmark (‘the ‘Report’).
The Report was prepared solely for the use of our client and addressed issues specific to them. Accordingly, we may not have addressed issues of relevance to you. Further, the Report was concluded on 13 April 2022, and we have not undertaken any further work since that time. Material events may therefore have occurred which will not be reflected in the Report.
1. Whilst we are prepared to provide a copy of the Report to you, it is only on the basis
that you acknowledge and agree, on your own behalf, as the Recipient and each of your Relevant Persons, that: Ernst & Young LLP (including EY Persons) accepts no responsibility and shall have no liability in contract, tort or otherwise to you, any Relevant Person or any other third party in relation to the contents of the Report,
2. Any use you or any Relevant Person make of the Report, is entirely at your own risk,
3. Subject to the provisions of clause 4 below neither you nor any Relevant Person shall disclose all or any part of the Report to any other person, by any means, or refer to us or any member of the global network of Ernst & Young firms in connection with the Report,
4. The Report to the extent it relates to tax matters, including tax advice, tax opinions, tax returns, or the tax treatment of tax structure of any transaction (‘Tax Advice’) is provided solely for the information and internal use of the Bank and may not be relied upon by anyone else (other than tax authorities who may rely on the information provided to them) for any purpose without EY’s prior written consent. Notwithstanding
any confidentiality obligations or other restrictions on disclosure contained in this agreement, the Recipient (and its Relevant Persons) may disclose to any person or entity, without limitation, Tax Advice subject to first obtaining the written consent of the Client before making such disclosure. Recipient shall also inform the other third party that it cannot rely on the Tax Advice for any purpose without EY’s prior written
5. To the fullest extent permitted by applicable law and professional regulations, you and each Relevant Person shall indemnify the EY Persons against all claims by third parties (including by any Relevant Person) and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) arising out of a third party’s (including any Relevant Person’s) use of or reliance on the Report disclosed to it by or through you or at your request,
6. The terms of this agreement shall be governed by and construed in accordance with English law and any dispute regarding these terms shall be subject to the exclusive jurisdiction of the English courts.
For the purposes of these terms and conditions:
An “affiliate” of an entity shall mean an entity or individual that controls, is controlled by, or is under common control with, the first entity, and "control" means the ability to direct the policies or operations of an entity, whether by contract, ownership of equity interests, or otherwise;
“EY Persons” shall mean EY, any other member of the global network of Ernst & Young Firms and any of their respective subcontractors, members, shareholders, directors, officers, partners, principals or employees (including but not limited to employees of Ernst & Young Services Limited). EY Persons shall be entitled to enforce these terms and conditions in accordance with the Contracts (Rights of Third
Parties) Act 1999; and
“Relevant Persons” shall mean each of the Recipient’s affiliates and the Recipient’s and its affiliates’ officers, directors, employees, agents, advisors, subcontractors and partners.
If you wish access to the Report, you should confirm your acceptance of, and agreement
to, the terms of this agreement by clicking the “Accept” button below.
By clicking on the "I ACCEPT" button below, you signify that you agree to be bound by these terms and conditions. The individual clicking “I Accept” on behalf of the Recipient confirms that he / she is authorised to enter into this agreement on behalf of the Recipient and any Relevant Person, and that he / she agree on behalf of the Recipient and any Relevant Person to comply with and be bound by these terms and conditions. Such acceptance and agreement shall be deemed to be as effective as a written signature provided manually by the individual authorised to sign, for and on behalf of the Recipient and any Relevant Person, and shall be deemed to satisfy any requirements of any applicable law to create a legally enforceable contract, notwithstanding that the agreement is written and accepted electronically. Distribution or disclosure of any portion of the Report or any information or advice contained therein to persons other than any Relevant Person is prohibited.