Summary of changes to the terms and conditions for your online banking service

If there is a conflict between the Product & Services Terms & Conditions for the Service and any separate terms and conditions relating to products and services we provide under the Service, the Product & Services Terms & Conditions for the Service will prevail in respect of access to those products and the appointment of Primary Administrators and Permissions.

The Product & Services Terms & Conditions for the Service govern your access to and use of the Service. You may access, view or operate an account or accounts held with other members of Lloyds Banking Group via the Service.

If this is the case, any terms and conditions in place with other members of Lloyds Banking Group which relate to the Service will continue to apply and you are responsible for complying with them. We will act as agent for the relevant account holding bank in respect of those accounts and online products. Our references to Accounts in the terms and conditions refers to accounts which are held with us and those held with other members of Lloyds Banking Group and/or a third party.

Account Agreements

We have removed the definition for Account Agreements. We no longer need these to operate domestic or international accounts.

Administrators and Users

We have changed the terminology relating to users. Where we previously defined various types of user such as, Account Maintenance Users, Service Administrators and Service Auditors, we now refer to Primary Administrators, Administrators and other Users.

We have retained the concept of Permissions but this has changed. All Users will be registered to use the Service and will be allocated specific Permissions by you depending on the type of User they are.

The term Primary Administrators refers to Users appointed by you who can access all Users and the full range of our online products. The term Administrators refers to Users appointed by Primary Administrators on your behalf to access specific accounts and specific Users.

An Administrator has a more limited range of powers than a Primary Administrator but can change and create Permissions for Users within their assigned groups. Our changes give you the flexibility to allocate bespoke Permissions to each User. There is no longer a distinct concept of self-approval.

Cash Management Service

We no longer refer to the Cash Management Services. The term Online Payment and Viewing Function is now used to describe these services.

Euro Payment Day

We no longer refer to Euro Payment Day. Where payments are to be made in other currencies, the terms which govern such payments are contained in the Relationship Terms & Conditions document. This also removes the need for the definition of Target2.

Intellectual Property Rights

We have included a definition of Intellectual Property Rights to clarify the broad range of rights we are looking to protect.

Online Payment and Viewing Functions

We have changed the definition of Services and now refer to the functions that allow you to view balances and statements, and transfer funds between accounts, as the Online Payment and Viewing Functions.

Payment Systems

We no longer refer to Payment Systems. The definition of Service Equipment includes payment systems so there is no need to refer to such systems separately. The definition of Systems has also been removed.

Permissions

We have retained the concept of Permissions but this has changed. Where we previously defined various types of user such as; Creator, Verifier, Approver and Submitter all Users will be registered to use the Service and will be allocated specific Permissions by you depending on the type of User they are.

The term Primary Administrators refers to Users appointed by you and who can access all Users and the full range of our online products.

The term Administrators refers to Users appointed by Primary Administrators on your behalf to access specific accounts and specific Users.

An Administrator has a more limited range of powers than a Primary Administrator but can change and create Permissions for Users within their assigned group. Our changes give you the flexibility to allocate bespoke Permissions to each User.

Proprietary Information

We have introduced a definition of Proprietary Information which covers all material and information that we provide to you in respect of the Services. This is used in conjunction with clause 14.2 which clarifies that we own this information.

Security Device

We have amended the definition of Security Device. We no longer refer to specific types of security device such as the Authenticator Card, PIN and Reader. Security Devices may include hardware, software and any other items designed to help protect your online banking security.

Security Procedures

We have introduced a definition of Security Procedures to clarify what these include. Such references could be to Security Devices and the security information we provide to you.

Self Approval

We no longer define Self Approval. Individual Users will be assigned Permissions by you which will include the ability for such Users to approve payments.

Service

As in the Current Terms, the definition of Service allows us and you the flexibility to determine the scope of service you need. This means the service we offer you may change from time to time. The Product & Services Terms & Conditions for the Service governs the provision of the Service. This is structured differently to the Current Terms and therefore there are no service specific conditions referring to particular parts of the Service.

Service Specific Conditions

The Product & Services Terms & Conditions for the Service has been structured differently to the Current Terms. All of the terms and conditions are contained within it as supplemented by the Relationship Terms & Conditions and the General Information on Payments, Charges & Contacts document.

On this basis, we do not refer to any service specific conditions and there is no longer a need for any annexes dealing with such specific terms. This means that specific terms that were covered off in the Annexes to your Current Terms around Instructions and Operating Hours are covered off in the Product & Services Terms & Conditions for the Service.

User Guide

We no longer refer to the User Guide. Any information supporting the Service will be found in the Relationship Terms and Conditions, other relevant Product & Services Terms & Conditions and the General Information on Payments, Charges & Contacts document.

User Instruction

We have replaced the definition of Instructions with User Instructions. This now covers all instructions given by Users.

Clause 3

Our obligation to provide the Service is subject to us being entitled to carry out routine and emergency maintenance where necessary. We will notify you of any maintenance in advance if this is reasonably possible.

Clause 4

The information on charges for the Service is now contained in the General Information on Payments, Charges & Contacts document. We have included a clause to specify we are entitled to charge interest on any late payments. We may or may not make use of our right under this clause at our discretion. If we choose to charge interest, it will be charged at a rate of 8% per annum above the Bank of England base rate from the due date until the date of payment.

Clause 5.1

Clause 5 provides you with guidance on how to set up and allocate Permissions to Users. It will be your responsibility to allocate and register Users and assign them with appropriate Permissions unless we have agreed to do this on your behalf.

Clause 5.2

We may require information from you in relation to Primary Administrators and have included an obligation on you to provide this as necessary. We have also included a right entitling us to run checks on your Primary Administrators and Users to ensure we comply with laws and regulations.

Clause 5.3 - 5.4

Your Primary Administrators will be responsible for registering Administrators and setting Permissions for them in a similar way to the System Administrator under your Current Terms. Your Primary Administrators and Administrators will be able to register other Users and allocate Permissions to them in a similar way to the System Administrator under your Current Terms.

Clause 5.5

We have included wording to make it clear that a User must be you or an individual employed by you or a member of your corporate group or a person or entity connected with you. We may ask for evidence to confirm the relationship.

Clause 5.6

We have simplified the process of appointing and removing Primary Administrators. You will need to complete the relevant forms but will no longer need any additional supporting documentation as previously required.

Clause 5.7

We will require certain information from your Primary Administrators to ensure we can identify them. We will ask that each Primary Administrator signs a declaration which deals with their use of the Service and allows us to use data relating to them. We have included additional obligations to ensure we can obtain this information.

Clause 6.1 - 6.5

We have made some changes with regards to User Instructions. We can accept instructions from all Users if the instructions align with the Permissions allocated to them by you. We have included a right allowing us to ask for verification for any particular instruction given to us by a User at any time. It is your responsibility to ensure that Users act within their Permissions.

Clause 6.2

We have included wording to clarify that it is your responsibility to appoint enough Users with appropriate Permissions to issue instructions to us.

Clause 6.3

We can decline or delay processing any User Instructions at our discretion where the person providing the instructions has not been properly registered or their Permissions have not been properly allocated. In this case, we will not be responsible to you for any loss or damage which arises as a result.

Clause 6.4

As with the Current Terms, we are authorised to accept User Instructions and act on them, provided that such instructions were within that User’s Permissions. We have included wording to clarify the position with future payments.

Where a User provides an instruction for a payment to be made on a date or recurring dates in the future, we are authorised to process the payment provided that such instruction was within that User’s Permissions at the time of the instruction.

The concept is similar to the Current Terms where consent for a payment transaction is provided at the time the Security Device is used to authorise that payment. This is the case even if, between the instruction being given and the payment being made, the specific User no longer has the relevant Permission.

Clause 6.6

You may need us to undertake certain tasks relating to the set up and operation of the Service on your behalf. We can offer this as part of our Service. We will only ever act in accordance with your instructions in this regard and will not be responsible for any loss or damage caused in complying with your instructions.

Clause 6.9

We will now accept withdrawal of consent to payment instructions provided that this is given in accordance with the Relationship Terms & Conditions, and using the Security Devices and Security Procedures.

Clause 6.10

We have included a right allowing us to apply limits to User Instructions. Information about limits can be found on our website. Such limits will come into effect immediately after we apply them and we will notify you as soon as possible.

Clause 7.1

In future, we may require at least two Primary Administrators to approve User Permissions. We may allow exceptions to this rule only with our specific agreement. Please contact us if this will cause you a problem.

Clause 7.2

There may be some instructions we require more than one User to authorise. We have included some wording to clarify this.

Clause 7.3

The Service allows you to specify the number and type of Users required to approve instructions. We will not execute instructions which are not authorised by the specified number or type of Users.

Clause 8.1 - 8.2

These clauses provide you with more detail about the Online Payment and Viewing Functions provided by the Service. They make it clear that we can determine whether or not to provide you with an online product. The Online Payment and Viewing Functions are the same as your current functions so you can view balances and statements of accounts and transfer funds between accounts. These activities will all be governed by the relevant Permissions of Users.

Clause 8.3

Certain cut-off times may apply to the Online Payment and Viewing Functions. Such cut-off times will now be set out in the General Information on Payments, Charges & Contacts document.

Clause 8.7

We have added wording to clarify that where a beneficiary has changed their account under the current account switch service, you will be responsible for updating the bank account and other details of any payment recipients. In relation to the Service, account numbers and sort codes of recipients are set up by you as templates and are under your control. We will not be responsible for updating them. Section 26.3 of the Relationship Terms & Conditions do not apply to the Product & Services Terms & Conditions for the Service.

Clause 9.1

We have changed the process for deleting or suspending Users. Currently, it is our responsibility to do this once you have told us, this will now be the responsibility of your Primary Administrators. If you wish to suspend or delete a User and the Primary Administrator is unable to do so, for whatever reason, you must inform us immediately.

If a Primary Administrator is deleted and this causes the number of Primary Administrators to fall below two, you must appoint a new Primary Administrator unless we have agreed otherwise with you.

Clause 9.3

We have included a right allowing us to delete Users that have not used the Service for a period of time to ensure we maintain sufficient control over Users. We will provide you with reasonable notice before we delete Users.

Clause 9.4

We have included a right allowing us to carry out maintenance on the Service and ensure we maintain security. This means we can suspend the Service or suspend access to the Service for specific periods of time. We will let you know when we need to do this unless this would compromise security.

We will let you know when the supply of the Service has resumed. We will not be able to process any User instructions deemed to be received by us during the period of suspension.

This will include any Future Dated payments due to be processed during the suspension period. We will let you know that we are unable to process any payment instructions in accordance with the Relationship Terms & Conditions.

Clause 9.5

We have included wording to clarify that if either you or we suspend or remove a User’s access, this will not take effect until the User logs out of the Service. We will comply with any User instructions given up until the point that the User logs out. We cannot be liable for any actions of the User between the time we become aware a User will be suspended or removed and that User logging out.

Clause 10.1 - 10.2

As in the Current Terms, we will specify the Security Procedures you must follow from time to time and may make changes to these and to our Terms and Conditions in connection with such changes. This may mean we will need you to enter into additional or separate agreements relating to the new procedures, and may need additional approval steps to maximise the security of the Service. We will not be required to provide you with 2 months’ written notice of these changes as updates to our Security Procedures will not be deemed to be a change.

Clause 10.2

We have included wording to make it clear that you are responsible for the competency, honesty and integrity of your Users and ensuring that Security Procedures are only made known to your Users.

Clause 10.4

In your Current Terms, the System Administrator is responsible for taking necessary steps to cancel or suspend access rights of Users in specific circumstances. This will now be the responsibility of the Primary Administrator.

Clause 10.5

To ensure the Service is secure, we have included a new obligation where you must use reasonable endeavours to ensure that no one leaves computers or other devices related to the Service unattended or allows them to be accessed by others.

Clause 10.7

We have included a right allowing us to automatically log a User out of the Service if they have been inactive for a period of time. We are entitled to determine that period. This is to ensure we maintain control of the security of the Service. We will not be responsible to you for any information lost as a result of the automatic log out.

Clause 10.8

We have included a right allowing us to use our security systems in order to monitor your use of the Service. This will help us identify any unauthorised access.

Clause 12.1

We have included wording to make it clear that if you need to download third party software to access the Service, the use of that software may be subject to your acceptance of third party licence terms. If this is the case, such third party liabilities will confirm your rights and liabilities in relation to the use of the software. We do not give any warranty in respect of any third party software.

Clause 12.3 - 12.4

We have included clauses to make it clear that you are responsible for arranging access to the Service using the internet or other method of communication approved by us. We will inform you of the internet browsers the Service is designed to be accessed by. It will be your responsibility to comply with any specifications and technical requirements to access the Service. We will let you know what these are.

Clause 12.5

We have included wording to make it clear that it is your responsibility to make suitable contingency arrangements to cover any systems operating failures.

Clause 12.6

We have included wording to make it clear that if you suspect or become aware of any error or failure with regards to the Service, it will be your responsibility to notify us immediately and use your best endeavours to implement any remedial steps that we propose. This is to ensure that we manage any issues quickly and effectively.

Clause 12.7

We will use cookies on our website so we can provide you with the Service. You will be able to switch off or opt out of using cookies. If you do, you may not be able to use certain features of our website and the Service and this will not be our responsibility.

Clause 13.1 - 13.2

We have included wording to make it clear that account information made available using the Service is for reference purposes only. This should not be relied upon by you as an accurate or up to date account position at any particular time. Timings of processing transactions may differ depending upon how the transaction is processed. This means that some transactions appear immediately whilst others do not. We will however use reasonable endeavours to ensure that account information is regularly updated and accurate.

Clause 13.3

We have included wording to make it clear that records of instructions and authorisations received and payments that we, you or Users complete will be conclusive evidence of such instructions, authorisations and payments.

Clause 13.4

If you open new accounts, we will be entitled to notify the Primary Administrators of such accounts and make them available to the Primary Administrators so that appropriate Permissions can be allocated for the accounts.

Clause 14.1

Your confidentiality obligations remain the same in that you are obliged to maintain the Service Equipment and materials provided by the Bank as confidential. You will also be required to comply with the confidentiality provisions set out in the Relationship Terms & Conditions where we define Confidential Information to ensure that it is clear what must be maintained as confidential.

Clause 14.2

We have simplified the wording around Intellectual Property Rights to make it clear that you agree all Intellectual Property Rights remain vested in us and our licensors and that you will take all reasonable steps to protect our Proprietary Information and Intellectual Property Rights and will notify us if you become aware of any potential infringement of such rights.

Clause 14.4

We have included a clause to clarify the restrictions around the use of our Intellectual Property Rights. This is similar to your Current Terms in that you must not use the Intellectual Property Rights or Proprietary Information other than in relation to the proper access of the Service.

Clause 14.5

In order for us to provide the Service, we may require other members of Lloyds Banking Group to give us information relating to you, your Users and/or your accounts. In agreeing to these Terms and Conditions, you authorise other members of Lloyds Banking Group to disclose all information that we request.

Clause 15.1.1

We have included an additional disclaimer to specify that we do not warrant that the use of the Service will meet your general or particular requirements.

Clause 16

We have changed the liability clause on what we will be liable for. We will have no liability to you in connection with your use of, access to or reliance upon the Service except in relation to any liability which we cannot exclude as a matter of law. This is different to the previous liability position where we agreed to be liable to you up to a specific financial limit.

Clause 17.1

Certain parts of the Product & Services Terms & Conditions for the Service will continue to apply upon termination of the Service. The confidentiality clause, liability clause, consequences of termination clause and notices clause will continue to apply following any such termination. This means you will be obliged to comply with any of your obligations under these clauses.

Clause 17.2

We may ask you to destroy any Security Devices and materials upon termination of the Service and/or these Terms and Conditions, instead of asking you to return them. We may also ask you to confirm you have followed this request.

Clause 18.1

We have included wording to make it clear this Service can be used in connection with joint accounts. In this case, one of the account holders must have authority to access and use the account and that account holder must apply to use the Service in accordance with the Product & Services Terms & Conditions for the Service.

Clause 18.5

Any references to Business Day will not include public or bank holidays or non-working days in other countries which are relevant to a payment instruction. If there is a public holiday in a country where a payment is to be made which results in that payment being late, we will not be responsible for any such delay.

Clause 18.6

We have included a right allowing us to settle international payments using any payment systems we may choose to ensure that the payment occurs. This is the same as your Current Terms but we no longer define Payment Systems so have updated our terminology.

Clause 18.11

The same principles apply to the Service as your Current Terms in relation to conflicts between different Product & Services Terms and Conditions. We have made it clear that if there is any conflict between the Product & Services Terms & Conditions for the Service and any other Product & Services Terms & Conditions which apply to online products supplied by us, the Product & Services Terms & Conditions for the Service will prevail in respect of the access to the online products and the appointment of the Primary Administrators and allocation of Permissions.

Clause 19

We have simplified the way we can send notices to you. This is now dealt with in your Relationship Terms & Conditions. Our contact details have not changed and you can contact us in the same way.

We no longer deal with terms relating to International Payments in the Product & Services Terms & Conditions for the Service. These are covered in clause 26 of your Relationship Terms & Conditions.