Terms and Conditions
Spa Holdings 3 Oy and its group companies (collectively, the “Company”, “we” or “our”) provides this website (the “Website”) and the information contained herein for general informational purposes only and subject to these terms and conditions (as amended from time to time, the “Terms and Conditions”). By reading, accessing or making any other use of the information made available on this Website, you acknowledge and irrevocably represent that you have read and understood these Terms and Conditions and you voluntarily and irrevocably accept and agree to be bound by these Terms and Conditions. Please read them carefully. You also agree to comply with all laws and regulations applicable to the use of this Website and to the activities involved in using this Website. Persons who access the Website do so at their own initiative and are responsible for compliance with local laws or regulations. If you do not agree to these Terms and Conditions, please do not use this Website. Any use of this website in a manner inconsistent with these Terms and Conditions is deemed unauthorized access and may subject the user to civil or criminal penalties.
We reserve the right to amend these Terms and Conditions at any time and for any reason, without prior notice, by updating this posting. Your continued use of this website following the posting of any changes to the Terms and Conditions will mean that you accept the revised terms. We strongly recommend that you regularly review the Terms and Conditions.
Purpose: This Website is used to communicate information to existing and prospective lenders and noteholders, securities analysts, rating agencies and other eligible persons in connection with the reporting requirements under our principal financing arrangements. This Website may not be used for any other purpose. By accessing this Website, you confirm and agree that you continue to satisfy the foregoing eligibility requirements.
No Offer: None of the information made available on this Website constitutes or forms part of, and is not made in connection with, any offer, invitation or recommendation to subscribe for, underwrite or otherwise acquire any securities of the Company or any of its affiliates, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any security, nor shall it or any part of it form the basis of or be relied upon as investment, legal, accounting, tax or other professional advice or in connection with any offer or sale of securities or any contract or commitment whatsoever. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may be offered or sold only to investors who are either (i) qualified institutional buyers (within the meaning of Rule 144A under the Securities Act) in the United States or (ii) non-U.S. persons that are outside the United States and who are acquiring such securities in offshore transactions in reliance on Regulation S under the Securities Act, provided that investors resident in a Member State of the European Economic Area (“EEA”) or the United Kingdom are not retail investors. For these purposes, a “retail investor” means: (a) in the EEA, a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended from time to time, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (b) in the United Kingdom, a person who is one (or more) of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (“FSMA”) and any rules or regulations made under the FSMA to implement the Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
You must comply with all laws that apply to you in any place in which you buy, offer or sell any securities or access or possess the content contained in this Website. If you access this Website, you must inform yourself about and observe any such restrictions and seek appropriate independent professional advice where necessary.
Neither this Website nor any of its consents has been filed with or reviewed by the U.S. Securities and Exchange Commission or any other governmental or self-regulatory authority. Investments in securities involve numerous risks, including but not limited to market, currency, economic, regulatory, tax, political, business and other risks. There can be no guarantee that an investment in securities will be profitable, or that investors in securities will not lose some or all of their investment.
Forward-Looking Statements: Certain statements contained in this Website may be statements of future expectations and other forward-looking statements. The forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding the Company’s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where the Company participates or is seeking to participate. You can identify these forward-looking statements by the use of words such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “objectives,” “ongoing,” “outlook,” “plan,” “potential,” “predict,” “probably,” “project,” “seek,” “should,” “target,” “will,” “would” or the negative version of these words or similar expressions. Any forward-looking statements in this Website are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause the Company’s actual results and performance to differ materially from any expected future results or performance expressed or implied by any forward-looking statements. Due to such uncertainties and risks, you are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. The Company undertakes no obligation to update publicly or revise any information on the Website, whether as a result of new information, future developments or otherwise. The information and opinions contained in this Website are provided as at the date of posting unless another date is indicated, and are subject to change without notice. Content on this Website will not be updated to reflect any subsequent development and may be superseded or otherwise modified by subsequent releases or other updates.
No Representation or Warranty: Neither the Company nor any of its affiliates makes any representation or warranty or other assurance, express or implied, that this Website or the information contained herein or the assumptions on which they are based are accurate, complete, adequate, fair, reasonable or up to date and they should not be relied upon as such. Neither the Company nor any of its affiliates accepts any liability for any loss or damage (including any direct, indirect or consequential loss or damages) suffered by any person as a result of relying on all or any part of this document and any liability is expressly disclaimed.
While the Company uses reasonable efforts to obtain information from reliable sources, the Company makes no representations or warranties as to the accuracy, reliability or completeness of any information or document on the Website obtained from outside sources. Unsourced statements should be understood to reflect the subjective beliefs, opinions, expectations or understandings of the Company, which may be inaccurate.
Use of this Website: We are the owner or the licensee of all intellectual property rights in the Website, and in the material published on it. Those works are protected by intellectual property laws and treaties. All such rights are reserved. You may use or download certain content that is purposely and expressly made available by the Company for use or downloading from this Website, provided that: (1) you must use the content in accordance with the purposes described in these Terms and Conditions on a strict non-reliance basis and only for your personal informational purpose, and you must not use the content for any illegal purpose, (2) you must not remove any proprietary notice or disclaimer language in any copies of the content or make any other modifications to the content, (3) you do not make any representations or warranties relating to the content, (4) you comply with the confidentiality requirements of these Terms and Conditions, and (5) you accept and agree that neither the Company nor any other author of the content accepts any responsibility, duty of care or liability towards you and, accordingly, if you wish to rely on such content, you do so entirely at your own risk. Where the Website contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
Access to Website: Our Website is made available free of charge. We do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons.
Governing Law: These Terms and Conditions, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the laws of Finland. We both agree to the exclusive jurisdiction of the Arbitration Institute of the Finland Chamber of Commerce in accordance its arbitration rules, in the event of any disputes arising from these Terms and Conditions.