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Electronic services terms and conditions

Bankline Lite

This Agreement governs the provision of electronic services provided by The Royal Bank of Scotland plc to enable the Customer to use selected bank accounts and other services and facilities. The Customer agrees that the Service (as defined below) shall be subject to this Agreement.

1 DEFINITIONS & INTERPRETATION

In these Terms:

Account means the Customer's account(s) and any approved third party accounts benefiting from the Service

Administrator means an entity or individual that has administrative access to the Service and has the power to administer the Service on behalf of the Customer

Agent means, in the case of foreign drafts or Payments, the bank on which the foreign draft is drawn

Agreement means the agreement between the Bank and the Customer for the provision of the Service including the Terms, the User Tools, any Mandate, the Documentation and the acceptance by the Bank in writing confirming that the Service will be made available to the Customer as varied from time to time

BACS means the system relating to the automated clearing and settlement of payments between members of the BACS system or, as the context may require, the processes and all that is comprised in them for clearing of payments between members in relation to that system (including the UK three (3) day sterling payment), as administered and operated by BACS (Voca Limited (formerly BACS Limited) (company number 1023742) or, as the context may require, BACS Payment Schemes Limited (company number 4961302), and includes any entity which succeeds in whole or in part to the rights, obligations, functions and responsibilities ascribed to or contemplated as applicable to Voca Limited or BACS Payment Schemes Limited (as the case may be))

Bank means The Royal Bank of Scotland plc (also referred to as RBS)

Beneficiary means an individual or entity (including a partnership or limited liability partnership, company, club, society or unincorporated association, trust, sole trader, individual or other entity) to whom the Customer is sending the payment

BIC means the internationally recognised bank identifier code

Business Day means a day on which the Bank is ordinarily open including a day when any required specific system (including BACS and CHAPS) is fully open and operational to fulfil the Instructions

Content means any information, data, documents, files and Instructions in any form provided by the Customer via the Service from time to time

Customer means an individual or entity (including a partnership or limited liability partnership, company, club, society or unincorporated association, trust, sole trader, individual or other entity) who has a banking relationship with the Bank and/or a banking relationship with National Westminster Bank Plc and to whom the Service is provided under this Agreement.

Documentation means any Service description documents, application forms, information, instructions, help facilities, User Tools and Security Information relating to the Service (provided by the Bank to the Customer in electronic or any other format) as may be updated by the Bank from time to time

Force Majeure means an event which shall include such causes beyond the reasonable control of and without the fault or negligence of the Bank as are occasioned by acts of God, fire, floods, strikes, lock-outs, labour disputes, civil commotion, riots, acts of war, terrorism, acts of local government and parliamentary authority, the unavailability of data or information for or to update the Service, equipment, communication line, ISDN, Internet or telephone link and power failures or power shortages which affect the Bank or the access to and use of the Service

General Terms means the terms applicable to the Customer's bank account or accounts with the Bank as amended from time to time but does not include these Terms

Good Industry Practice means the exercise of that degree of skill, diligence, prudence, foresight and practice which would reasonably and ordinarily be expected from a skilled and experienced person engaged in providing services the same as or similar to the Service

IBAN means the internationally recognised international bank account number

Instructions means any use of the Service including Payment Instructions or any instructions from the Customer to the Bank in connection with the use of the Service

International Payment means a cross-border payment, whether in Pounds Sterling (£) or in any other currency and/or a currency payment (other than in Pounds Sterling) within the United Kingdom

Mandate means an authority provided by the Customer in the format from time to time required by the Bank for the Bank to set up the Customer's access to and use of Account(s) using the Service

Message of the Day or Bank Message means the message from the Bank to the Customer on the pre-login and/or login screen of the Website

NatWest means National Westminster Bank Plc

Password means any designated alphanumeric, password or passphrase, including any electronic signature, code or number for the purposes of using the Service, either issued to the Customer by the Bank for the purposes of accessing the Service or any such Password as may be created by the Customer from time to time in accordance with the User Tools

Payment and Payment Instruction means any Instruction for payment (including International Payments) to be made on behalf of the Customer under the Bank's payment services as available and selected by the Customer through the Service

PIN means the personal identification number required to enable the Customer to access the Service

Registered User means an Administrator or an entity or individual duly appointed and authorised by the Customer to have access to and use of the Service on behalf of the Customer

Secure means the reduced risk provided by use of the Service. This is achieved through the use of browser based encryption and Security Measures

Security Codes means information either provided to the Customer or created by the Customer (as amended and updated from time to time) to allow the Customer to use the Service including User ID, Password or PIN

Security Information means the Security Codes, Security Measures and Security Tokens which are necessary to enable the Customer to gain access to or use the Service. For the avoidance of doubt Security Information shall, as appropriate (and as amended or updated from time to time) and determined by the Bank, include Security Codes and/or Security Tokens and/or any additional Security Measures of any nature implemented from time to time by the Bank for the use of or access to all or part of the System by the Customer to ensure the Service is Secure

Security Measures means the security measures notified to the Customer by the Bank from time to time relating to any access and use of the Service which may as the context requires include Security Information, and the Customer's reasonable physical and/or organisational security measures

Security Token means any device (which includes devices on software and/or hardware) and/or method in any format or media as may be upgraded or substituted and supplied by the Bank to the Customer from time to time, which is necessary to enable the Customer to effect access to and use of all or any part of the Service

Service means the electronic services available to the Customer via the Website as more particularly described in the Documentation

Terms means these terms and conditions as varied from time to time by the Bank

Third Party Supplier means a third party engaged by the Bank to deliver all or part of the Service

Unlawful Content means any Content which breaches any civil or criminal law or infringes the legal rights of any party to this Agreement or a third party

User Tools means on-screen help facilities, help text, written operating instructions, Documentation and any other guidelines in any medium issued by the Bank to the Customer from time to time to assist the Customer to use the Service

User ID means a unique identifier given to the Customer to enable the Customer to access the Service

User's Permissions means the authority or access level granted by the Administrator to any Registered Users who access the Service on behalf of the Customer

Website means the website through which the Service is accessed currently known as "Bankline".

2 INTERPRETATION

2.1 In this Agreement, any reference to:-

2.1.1 a clause is, unless the context otherwise requires, a reference to a clause of this Agreement and any reference to a sub-clause is, unless otherwise stated, a reference to the sub clause of the clause in which the reference appears;

2.1.2 this Agreement or to any agreement or document referred to in this Agreement shall be construed as a reference to such agreement or document as amended, varied, modified, supplemented, restated, novated or replaced from time to time;

2.1.3 any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to such statute or statutory provision as the same may have been or may from time to time be amended, modified, extended, consolidated, re-enacted or replaced and shall include any subordinate legislation made thereunder;

2.1.4 the words, "include(s)" or "including" do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible.

2.2 Unless otherwise defined in these Terms, terms and expressions defined in any of the other documents constituting this Agreement shall, where the context permits, bear the same meaning in these Terms provided that no amendment to any such documents shall affect the Bank's rights, duties or obligations under this Agreement without the Bank's prior written consent.

2.3 In this Agreement, except where the context otherwise requires, words denoting the singular include the plural and vice versa, words denoting a gender include every gender and references to persons include bodies corporate and unincorporate.

2.4 In this Agreement a reference to a subsidiary company shall be construed in accordance with s.736 of the Companies Act 1985.

2.5 If there is any conflict or inconsistency with the provisions of these Terms, the Documentation or any other document referred to in this Agreement then these Terms shall prevail.

2.6 Clause headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.

3 GENERAL OBLIGATIONS

3.1 The Bank shall provide the Service in accordance with and subject to the terms and conditions of this Agreement.

3.2 The Bank shall use all reasonable endeavours to keep the Service secure in accordance with the security controls as more particularly described in the Documentation.

3.3 The Customer shall ensure that the Administrator and Registered Users at all times only use the Service with the approval of the Customer and in accordance with the User's Permissions.

3.4 The Customer shall control and monitor the use of the Service by its Administrator and Registered Users in order to minimise the risk of fraud.

3.5 The Customer shall, and shall procure that each Registered User and Administrator shall:

3.5.1 not use the Security Information for illegal purposes; and

3.5.2 not submit or otherwise use any Unlawful Content via the Service.

4 THE SERVICE

4.1 The Service enables the Customer in a Secure electronic environment to access a range of services and perform a number of tasks, including access Account(s) and Payment services by electronic means (via the internet) as permitted by the Bank.

4.2 Nothing in this Agreement affects the Customer's right to operate its Account in accordance with any General Terms.

4.3 The Customer acknowledges and agrees that the Bank may engage a Third Party Supplier in the delivery of all or part of the Service.

4.4 The Customer acknowledges and agrees that if it has its banking relationship with NatWest, then the Bank is acting as agent for NatWest when providing the Service to such a Customer and the Customer is contracting with the Bank as agent for NatWest as principal.

4.5 The Bank may monitor, review and/or audit the Customer's usage of the Service to check the Customer's compliance with obligations under this Agreement.

4.6 The Customer shall, and shall procure that its Administrator and Registered Users shall:

4.6.1 use the Service only for the purposes notified to the Customer and in accordance with the Terms, User Tools, Message of the Day, Documentation and/or other instructions from the Bank relating to the Service;

4.6.2 not use the Service after any date of cancellation, termination or withdrawal of the Service by the Bank;

4.6.3 immediately notify the Bank if any Registered User or Administrator ceases to be an authorised person or if the Customer's address changes and make such changes as far as possible in the administration section of the Service;

4.6.4 not access or attempt to access the Bank's internal network or the resources or information of the Bank's other customers;

4.6.5 neither link or frame (or make any other connection) or permit anyone else to link or frame (or make any other connection) ( Link) any part of the Service to or within any third party's website nor Link any third party website to or within any part of the Service;

4.6.6 assist in the prevention of unauthorised and/or erroneous Instructions by ensuring that the Service is only accessed by Registered Users and Administrators;

4.6.7 adhere to the Terms and any variations, additions or amendments notified to the Customer from time to time in accordance with clause 26 (Variation).

4.7 The Customer shall not use the Service for any unlawful purpose.

5 INSTRUCTIONS

5.1 The Customer shall be responsible for the authorisation and accuracy of all Instructions.

5.2 Receipt by the Bank of an Instruction shall constitute an unconditional authority from the Customer to the Bank to carry out the Instruction.

5.3 The Bank can only act on an Instruction during the hours of operation on a Business Day and in accordance with the cut off times advised in the User Tools and/or via the Service (as amended from time to time).

5.4 The Bank shall have absolute discretion in determining whether to act on Instructions which are or appear to be ambiguous, incomplete, inaccurate and/or unauthorised. In the event that the Bank decides for any reason not to act on any such Instructions the Bank shall notify the Customer unless the Bank is (or believes it is) otherwise under a legal or regulatory duty preventing such notification. The Bank reserves the right to request additional authorisation of Instructions in accordance with Security Measures. In the event that the Bank decides not to act or invokes additional authorisation as a result of such ambiguous, incomplete, inaccurate and/or unauthorised Instruction it shall not be liable to the Customer for any loss of whatever nature resulting from exercising such discretion to the fullest extent permitted by applicable law.

5.5 Instructions, notices and information provided or obtained through the use of the Service in accordance with the Terms shall have the same status as between the Customer and the Bank as if contained in an instrument in writing signed on behalf of the party transmitting it and addressed to the party receiving it.

5.6 Each party undertakes to notify the other immediately if it becomes aware or suspects that there has occurred any failure or delay in receiving any Instruction, programming error, transmission error, defect or corruption of any Instruction and to reasonably co-operate with the other party in trying to remedy the same.

5.7 The Bank shall be under no obligation to cancel or amend any Instructions after such Instructions have been received by the Bank although the Bank shall use its reasonable endeavours to act on a request from a Customer for cancellation or amendment of such Instructions (where it is reasonably practicable to do so) prior to the Bank's execution of the Instructions. An Instruction may not be revoked or varied by the Customer after the Bank has actioned the Instruction or relied on it in its dealings with any third party.

5.8 It is the Customer's responsibility to check that its account balances and all other information accessed via the Service correspond with paper statements and all other account information provided by the Bank to the Customer from time to time.

5.9 The Customer shall ensure that any Instructions (including Payment Instructions and/or any Instructions that contain large amounts of data fields such as payroll related data) shall be accurate and complete and it is the Customer's responsibility to ensure that the correct Beneficiary IBAN for EU payments and/or the account numbers for any other transactions are given by the Customer to the Bank to avoid the risk to the Customer of any payment loss. The Bank shall not be liable for any Instructions that are not accurate and correct even where it appears that the Service has accepted the Instructions. For the avoidance of doubt it is the Customer's responsibility to ensure accuracy and correctness of Instructions and Beneficiary details and the Bank shall not be responsible for checking that the Beneficiary name and destination account details are correct and/or that the Beneficiary name accords with the destination account number and all other account details.

5.10 The Customer shall not create indebtedness to the Bank by using the Service except with the prior consent of the Bank. If the Customer creates unauthorised indebtedness, the Customer must provide covering funds on demand by the Bank by the close of business on the day of demand. In such event, the Bank reserves the right to process, pay, refer, reverse, suspend or cancel any transfers or Instructions whatsoever through the Service if in the Bank's reasonable opinion the circumstances so require and the Bank shall have no liability to the Customer or to the Beneficiary as a result of such processing, payment, referral, reversal, suspension or cancellation.

5.11 In the event that the Customer wishes to submit Instructions in respect of an account not held in the name of the Customer, the Customer shall procure that such account holder agrees to be bound by these Terms and to disclosure being made of the details of their account to the Customer and the Bank.

5.12 The Customer gives the Bank an irrevocable authority to debit the Customer's Account (whether or not an overdraft is so created or increased) in accordance with any Instructions. For the avoidance of doubt, nothing in this clause shall imply that such an overdraft is authorised by the Bank.

6 PAYMENT

6.1 The Bank does not accept liability for any delay in transit, unless such delay is caused by the wilful default or negligence of the Bank and the Customer also acknowledges that any confirmation that a Payment will reach the Beneficiary's bank by a certain date is not confirmation that the funds will be available to the Beneficiary by that date.

6.2 In order to make Payments, certain personal data supplied within Instructions will be transmitted with the Payment. This may mean that such personal data will be transferred outside the European Economic Area. By submitting Instructions the Customer confirms that it agrees to the transfer of personal data included in Instructions and that the Customer is authorised to instruct the Bank to transfer personal data relating to any other individuals named within Instructions.

6.3 The Customer acknowledges and agrees that where the Bank uses BACS with a multi-day payment cycle to act on a Payment Instruction from the Customer:

6.3.1 the Bank will debit the Account on the final day of the multi-day payment cycle ( Debit Day) and not day one of the multi-day payment cycle ( Instruction Day);

6.3.2 on Instruction Day, the Bank will allocate against (but not debit) the Account with the funds required to execute and complete the Payment Instructions on Debit Day;

6.3.3 before Instruction Day, the Customer shall review its Account information to ensure that sufficient funds and/or facilities are in place to allow the Bank to allocate funds on Instruction Day; and

6.3.4 funds that have been allocated against Payment Instructions may not be used by the Customer to fulfill any other Payment Instructions or any payment instructions by the Customer to the Bank by means other than via the Service ( Further Payment Instructions) and the Customer shall review its Account information (which includes all funds that have been allocated) to ensure that sufficient unallocated funds and/or facilities are available to meet any Further Payment Instructions.

7 SECURITY

7.1 The Customer shall, and shall procure that its Administrator and Registered Users shall:

7.1.1 prevent any disclosure of the Security Measures or Security Information to anyone not authorised to receive it;

7.1.2 maintain the confidentiality of the Security Information and comply with the Security Measures and prevent the Security Information from becoming known to or accessible by any unauthorised person;

7.1.3 immediately notify the Bank (and, if appropriate, cease using the Service) if, they know or have reason to believe that,

7.1.3.1 any Security Information is lost, mislaid, misused, stolen or known to a person other than an Administrator or relevant Registered User;

7.1.3.2 there has been a failure to comply with the Security Measures; and/or

7.1.3.3 Security Measures or confidentiality are breached or compromised in any way;

7.1.4 use an email address that is unique to each individual Registered User and/or Administrator in relation to use of the Services and the Customer acknowledges and agrees that the Bank shall not be responsible for checking that all Registered Users and/or Administrators use a unique email address.

7.2 The Customer shall follow the recommendations stipulated in the User Tools including in relation to the expiry of any Password for its Registered Users.

7.3 If the Customer believes or has reason to believe that content or information accessed or received by the Customer in connection with its use of the Service is not intended for the Customer, the Customer shall promptly notify the Bank and immediately delete any record of the information, not access it further, but not delete the record of its receipt, and undertakes not to divulge to any other party that information or the fact that any such information has been accessible or received.

7.4 The Customer shall take reasonable care in accordance with the Security Measures to ensure that unauthorised access to the Service is prevented.

7.5 Subject to the Bank complying with its obligations under this Agreement, the Customer authorises the Bank to act upon all the Instructions delivered through the Service.

7.6 The Customer agrees to follow the Security Measures precisely and in a pro-active manner. The Customer shall use all reasonable endeavours to take all steps necessary so that the Security Measures are likely to be successful under the circumstances of the Customer's business and its day-to-day methods of transacting business (which the Customer knows best). It is the Customer's responsibility to maintain and monitor it's own hardware and software to ensure that it is not contaminated by viruses, worms, Trojan horses, cancel bots, and other contaminants or containing any codes or instructions that may or will be used to access, modify, delete, corrupt, deteriorate, alter or damage any data, files or other computer programs.

7.7 The Customer agrees that the Security Measures are commercially reasonable under the factual circumstances of the Customer's business including appropriate and up-to-date firewalls and anti-virus software. The Customer shall notify the Bank if, at any time, the Customer becomes aware of facts which suggest that the Security Measures no longer seem to be or will be adequate.

7.8 Where the Customer has accounts with both RBS and NatWest, the Customer may use whichever Service it is registered with to send Instructions to the Bank regarding both the Customer's RBS and NatWest Accounts.

7.9 The Customer acknowledges that it is solely responsible for establishing and applying adequate security systems and procedures for monitoring all use of or access to the Service, including all transactions and payments and transfers made in order to ensure that any person using the Service is doing so within the limits of his authority and that no transactions have been effected which would indicate that unauthorised persons are in possession of the Security Information.

7.10 The Customer acknowledges and agrees that the Administrator has all the powers of the Customer in relation to the use of the Service on the Customer's behalf including the appointment of additional Administrators via the Service, the appointment and termination of Registered Users and the allocation of User's Permissions. The Customer must ensure that neither the Customer, Administrator or Registered Users do anything during or after the term of this Agreement which may result in the security of the Service, the Service or security of any other Bank Customers being compromised. For the avoidance of doubt this includes accessing the Service but leaving it open for other unauthorised users to access, leaving Security Information on display or available for unauthorised users to access the Service or using the Service via a computer or other such device without first ensuring that it is secure (such as at an internet café or via other such public places where internet access can be used to access and use the Service).

7.11 Prior to the provision of the Service to the Customer, the Customer shall notify the Bank in writing or any other format requested by the Bank of the name and address of the Administrators to whom the Bank is to send the Security Codes, Security Tokens, other information relating to use of the Service, the appointment and termination of Registered Users and the allocation of User Permissions. The Bank will remain authorised to send the Security Codes, Security Tokens and other such information to such Administrator until the Customer notifies the Bank to the contrary in writing. The Customer shall provide such evidence of its authority to nominate the Administrators as the Bank may require.

7.12 Subject to these Terms, the Bank shall not be liable for any loss arising directly or indirectly from unauthorised access to or use of the Security Measures or any other confidential material or information used in the provision or use of the Service except to the extent that such loss results from the Bank's or its Third Party Supplier's fraud, wilful default or negligence.

7.13 The Customer acknowledges and agrees that it is responsible for any software (excluding any software provided by the Bank) that it uses to access and use the Service.

7.14 Once the Customer has told the Bank that someone else knows or may know the Security Information, the Bank shall promptly cancel such Security Codes and/or Security Tokens as is necessary to maintain the integrity of the Service.

8 INTELLECTUAL PROPERTY RIGHTS

8.1 The Bank owns or is licensed to use the copyright to all the material used in the provision of the Service and to permit the Customer to copy the User Tools solely for the purposes of the Service under this Agreement.

8.2 The Bank grants the Customer for the duration of this Agreement a non transferable, non exclusive, worldwide, royalty free licence to access and use the Bank's information, User Tools, know-how relating thereto, trade marks, patents, copyrights, design rights (whether registered or unregistered), database rights, all other intellectual property rights and any material or content in the Service (collectively known as Intellectual Property) solely to the extent necessary to access and use the Service in accordance with the Agreement with no power to grant any sub-licence or sub-licences in respect of such licence.

8.3 The Customer grants to the Bank for the purposes of providing the Service a perpetual, irrevocable, non exclusive, worldwide, royalty free licence to use all information provided by the Customer to the Bank in using the Service.

8.4 The Customer undertakes not to copy, reproduce, publish, distribute, sell, exploit or otherwise part with or make any other use of the Intellectual Property except to the extent required by law, nor to authorise, enable or assist any third party in doing so.

8.5 The Customer undertakes not to delete or alter any proprietary or copyright notices or trade mark(s) or trade mark notices appearing on the Service, User Tools or any materials furnished to it under this Agreement.

8.6 The Customer acknowledges that all rights in the Intellectual Property (including images of vouchers) are, and shall remain, vested in the Bank and agrees not to infringe, challenge or call into question the Bank's rights in the Intellectual Property nor to do or permit anything to be done which may reflect badly upon or be detrimental to the Intellectual Property or which may be inconsistent with or damage the good name, reputation and image of the Bank. The Customer agrees to inform the Bank immediately if it becomes aware of any third party activity which infringes or threatens the Intellectual Property.

9 ACCESS AND USE

9.1 The Bank reserves the right to modify or suspend access to the Service at any time. However, should it be necessary to modify or suspend the Service for any reason, including the need to maintain the integrity and/or security of the Service, wherever possible, the Bank shall notify the Customer.

9.2 In the event of any breach of the Security Measures or security of the Service, the Bank may disconnect the Service from the internet and/or the Customer's systems. The Bank shall, in any event be entitled to disconnect the Service from the Customer's systems if the Bank believes that such action is advisable for the protection of the Service and/or the Customer's systems. In such an event, the Bank shall notify the Customer of the disconnection when it is practical to do so. If the breach of security is due to the Customer's failure to implement the Security Measures the Bank shall be entitled to suspend the Customer's access to the Service until the Bank is satisfied that the security failure has been remedied.

9.3 A Registered User's Security Token, User ID, PIN and Password may be revoked or cancelled by the Bank at any time and where the Bank considers it is reasonable to do so without giving the Customer prior notice, for the purpose of the Bank maintaining the security of the Customer's Account and/or use of the Service. However, the Bank shall inform the Customer of such revocation and/or cancellation as soon as is reasonably practicable for the Bank to do so.

9.4 The Message of the Day may be used to notify the Customer of the availability of the Service.

9.5 The Customer undertakes to access and use the Service, the User Tools and all other materials supplied to the Customer by the Bank in connection with this Agreement only for the purpose of using the Service in accordance with the Terms and the Customer acknowledges that use, in any other way, of the Service, Documentation or any other materials supplied by the Bank to the Customer shall be deemed to be a breach of this Agreement.

10 EQUIPMENT

10.1 The Customer is responsible for access to the Website through its own internet service provider and equipment that meets the specifications provided to the Customer in the User Tools. The Bank is not responsible for any errors or failures that arise from any malfunction of the Customer's equipment or any costs associated with the Customer's equipment or the provision of services from the Customer's internet service provider(s).

11 CONFIDENTIALITY

11.1 The Customer agrees at all times to treat and maintain as strictly confidential the User Tools and any other property, material or other information (including the methodology in the use of the Service) furnished to it hereunder by the Bank whether verbally or in writing or electronically (hereinafter ' Bank Confidential Information') and the Customer shall not demonstrate or otherwise show, describe or make available the Bank Confidential Information.

11.2 The Bank shall take reasonable care to ensure that confidential information pertaining to the Customer remains confidential and protected from access by third parties save that the Customer hereby authorises the Bank to provide third parties with such information as may in the Bank's reasonable opinion be necessary to give effect to any Instruction or otherwise provided to a third party where the Bank considers it should do so for its own internal purposes or in order to comply with any legal or regulatory duty to do so including the order of any court, government agency, regulatory organisation or other lawful authority in any jurisdiction.

12 WARRANTIES AND INDEMNITIES

12.1 Each party represents and warrants to the other that:

12.1.1 it has the capacity and authority to enter into and perform this Agreement;

12.1.2 the making of and performance of this Agreement does not conflict with any existing obligations of that party; and

12.1.3 once duly entered into this Agreement will constitute its legal, valid and binding obligations.

12.2 The Customer warrants that any Instructions or operations whatsoever that impact on the Accounts of third parties through the Customer's use of the Service are done so with the authority of the third party.

12.3 Whilst every effort shall be taken to maintain the security of the Service, due to the use of common components such as the internet and the Customer's own systems and infrastructure, receipt of Instructions will not be guaranteed by the Service. In the event that there is a dispute as to whether or not an Instruction was delayed or delivered or as to the nature or content of an Instruction sent via the Service, including any purported repudiation of an Instruction, the Bank's records shall be determinative of the issue unless the contrary is proved.

12.4 It is the Customer's responsibility to establish and maintain whatever back-up data the Customer considers necessary for its business needs.

12.5 The Customer understands and agrees that (i) new technology, configuration changes, software upgrades and routine maintenance, among other items, can create new and unknown security exposures; and (ii) computer “hackers” and other third parties continue to employ increasingly sophisticated techniques and tools, resulting in ever-growing challenges to individual computer system security and that consequently the Bank's performance as described in this Agreement does not constitute any representation or warranty from the Bank about the security of the Service including any representation or warranty that Service is safe from intrusions, viruses, virus threats or any other security exposures, or that the Service will identify all security vulnerabilities. However, the Bank shall monitor emerging computer security threats using Good Industry Practice and advise the Customer of any additional Security Measures which it would recommend generally against new security threats.

12.6 Except to the extent caused by the Bank's or its Third Party Suppliers' fraud, wilful default or negligence, the Customer shall indemnify the Bank and keep the Bank indemnified from and against any and all actions, liabilities, proceedings, claims, demands, losses, costs, charges, damages and expenses of whatsoever nature which the Bank may incur or sustain arising out of or as a result of acting on the Customer's Instructions under this Agreement.

12.7 Except to the extent caused by the Bank's or its Third Party Suppliers' fraud, wilful default or negligence, the Customer shall indemnify the Bank and keep the Bank indemnified from and against any and all actions, liabilities, proceedings, claims, demands, losses, costs, charges, damages and expenses of whatsoever nature which the Bank may incur or sustain arising out of or as a result of the Customer's submission or use of Unlawful Content in relation to the Service.

12.8 Except to the extent caused by the Bank's or its Third Party Suppliers' fraud, wilful default or negligence, the Customer shall indemnify the Bank and keep the Bank indemnified from and against any and all actions, liabilities, proceedings, claims, demands, losses, costs, charges, damages and expenses of whatsoever nature which the Bank may incur or sustain arising out of or as a result of the Bank exercising its discretion under clause 5.4 (Instructions) in determining whether to act on Instructions which are or appear to be ambiguous, incomplete, inaccurate and/or unauthorised.

12.9 Except to the extent caused by the Bank's or its Third Party Suppliers' fraud, wilful default or negligence, the Customer shall indemnify the Bank and keep the Bank indemnified from and against any and all actions, liabilities, proceedings, claims, demands, losses, costs, charges, damages and expenses of whatsoever nature which the Bank may incur or sustain arising out of or as a result of a breach of the warranty in clause 12.2 (Warranties and Indemnities).

12.10 Unless incurred or suffered as a result of the fraud, wilful default or negligence of the Bank, the Customer shall be responsible for and shall indemnify and keep indemnified the Bank on demand from and against all costs, losses, claims, damages and demands ("Claims") which may be incurred or suffered directly or indirectly by the Bank as a consequence of:

12.10.1 the delay or non-arrival of Instructions sent by the Customer to the Bank;

12.10.2 use of the Service by any unauthorised person or entity, providing such unauthorised use is as a result, directly or indirectly, of an act or failure to act on the part of the Customer;

12.10.3 the Customer operating designated accounts using the Service providing any such Claims are made as a result, directly or indirectly, of an act or failure to act on the part of the Customer.

12.11 The indemnities in this Agreement are in addition to and not in substitution for the provisions of any other indemnity that the Customer may have given or shall provide to the Bank (from time to time).

13 DISCLAIMER

13.1 Except as expressly set out in this Agreement, any warranties, representations, undertakings, terms or conditions (statutory or otherwise) express or implied relating to the Service are hereby excluded by the Bank to the maximum extent permitted by applicable law.

14 LIABILITY

14.1 Subject to clause 14.5, the Bank expressly excludes liability, howsoever caused, for:

14.1.1 loss of or corruption to data, business interruption, loss of profits, loss of business, loss of revenue, loss of goodwill, loss of opportunity, loss or injury to reputation or loss of anticipated savings even if the Bank was aware of the possibility that such loss or damage could occur which may arise out of or in connection with the Customer's use of all or any part of the Service or the Customer entering into this Agreement; and

14.1.2 any indirect or consequential loss or damage which may arise out of or in connection with the performance or purported performance of or failure in performance of its obligations under this Agreement or the use of the Service.

14.2 The Service is subject to planned and unplanned maintenance work. In particular, the Bank reserves the right to perform unscheduled and emergency maintenance work at any time. Whilst reasonable efforts will be made to minimise the impact of the maintenance work on the Service and to notify the Customer, the hours of operation of the Service may be affected and the Bank accepts no liability arising from the non-availability of the Service.

14.3 Subject to clause 14.5 and these Terms, the Customer agrees that the Bank shall have no liability:

14.3.1 for any provision of security-related information or advice that the Bank may voluntarily provide outside the scope of this Agreement; or

14.3.2 any third party disruptions to the Service; or

14.3.3 any delay in transit of payments or carrying out any Instructions.

14.4 The provisions of this clause 14 are in addition and without prejudice to any other specific provisions limiting or excluding the liability of the Bank under this Agreement including these Terms.

14.5 Nothing in this Agreement and in particular within this clause 14 shall attempt to limit and/or exclude the Bank's liability to the extent that it is not permissible under applicable law, including for death or personal injury caused by negligence, or for fraudulent misrepresentation or under the Financial Services and Markets Act 2000 and rules made under it.

14.6 The Customer agrees that the limitations and exclusions set out in this Agreement are reasonable having regard to all the relevant circumstances, and the levels of risk associated with the Bank's obligations under this Agreement.

15 FORCE MAJEURE

15.1 The Bank shall not be responsible for delays or failures in the performance of its obligations under this Agreement resulting from a Force Majeure event which renders such performance impossible or illegal. The Bank shall, however, minimise the effects of such failure to the extent reasonably possible and give notice and wherever practicable provide details of the Force Majeure event immediately to the Customer.

16 PAYMENT TERMS

16.1 The Customer agrees to pay the Bank's charges as the same may vary from time to time for the provision of the Service as specified in the tariff advised to the Customer by the Bank from time to time ( Tariff) and any other charges arising from the use of the Service. The Tariff shall be exclusive of VAT.

16.2 The Bank may vary the Tariff from time to time giving the Customer thirty (30) days notice in writing.

17 SET-OFF

17.1 Nothing in this Agreement affects any right of set-off which the Bank may have against any of the Customer's funds held by the Bank.

18 TERM AND TERMINATION

18.1 The Bank may terminate this Agreement with immediate effect or, at its option, suspend the provision of the Service to the Customer until the Bank, in its entire discretion, is satisfied that the provision of the Service to the Customer may be resumed summarily without prior notice to the Customer on the occurrence of any or all of the following events:-

18.1.1 the Bank's licence for the software used to provide the Service or any part thereof from any third party licensor of the Bank is terminated or suspended;

18.1.2 the Customer breaches any of its obligations under this Agreement;

18.1.3 the occurrence of Force Majeure;

18.1.4 if the Customer through its use of the Service or otherwise, misuses its Accounts for the purposes of or relating to any conduct which is or maybe unlawful or a criminal offence; or

18.1.5 the bankruptcy or institution of proceedings for the bankruptcy of the Customer or, in the event of the Customer being a corporate entity, the liquidation or institution of proceedings for the liquidation of the corporate entity or the appointment of a receiver or manager, administrative receiver or other similar official in respect of any of the property of the corporate entity or any application whether by the corporate entity, any of the directors thereof or by any other party for the making of an administration order or the appointment of an administrator in respect of the corporate entity or if any event analogous to any of the foregoing shall occur (i) to a Customer not being a corporate entity; or (ii) in any jurisdiction in which the Customer is incorporated, resident or carrying on business.

18.2 Wherever practicable the Bank shall give the Customer reasonable notice before terminating or suspending the Service in accordance with clause 18.1 and where the reason for termination falls under clause 18.1 and the breach is capable of remedy, the Bank may, in its sole discretion, allow the Customer a reasonable opportunity to remedy such breach.

18.3 Either party may terminate the provision or use of all or part of the Service and this Agreement by giving to the other not less than thirty (30) days notice in writing.

18.4 The provision of the Service and this Agreement shall terminate automatically without notice being given by either party on the termination, expiry or closure of the Customer's banking account or accounts with the Bank in respect of which the Service is provided.

18.5 Termination shall not affect the rights and remedies of either party accrued to the date of termination nor will it affect any provision of this Agreement under which such rights and remedies accrued. Further, after termination the Customer shall maintain the confidentiality of the Service, Security Information and Security Measures.

19 CONSEQUENCES OF TERMINATION

19.1 Within 14 days following the date of termination of the provision of all or part of the Service or within 14 days following the date of termination of this Agreement the Customer shall return to the Bank in good condition the User Tools and all materials supplied to the Customer by the Bank in connection with the terminated part of the Service or with this Agreement (as the case may require) and any copies thereof.

19.2 Termination of all and/or part of the Service or this Agreement shall not affect any action required to complete or implement Instructions which were sent by means of the Service before such termination if the Bank, in its absolute discretion, decides to complete or implement any such Instructions.

19.3 All rights and obligations of the parties shall cease to have effect immediately upon termination of this Agreement except that termination shall not affect the accrued rights and obligations of the parties under those clauses in this Agreement which are expressed to survive termination.

19.4 The Customer agrees to cancel all future Instructions through the Service at the time of termination. The Bank shall cease to act on Instructions including previously scheduled transactions once the Bank has had a reasonable opportunity to act on the termination notice.

19.5 The clauses in these Terms which expressly or impliedly have effect after termination shall survive any termination of this Agreement, including clause 8.1, 8.4, 8.6, 11.1, 11.2, 12.6 - 12.9, 14.1 - 14.6, 19.1 - 19.4, 27 and 28.

20 CONSTITUTION OF THIS AGREEMENT

20.1 This Agreement shall be entered into and take effect on the date when the Bank sends confirmation in writing (in any form) to the Customer with an activation code for the Service.

21 NOTICES

21.1 Other than changes to the User Tools, any notice required to be given by the Customer to the Bank (or vice-versa) under this Agreement shall be in writing and, unless otherwise agreed in writing by the Bank, shall be deemed duly delivered if sent by registered post to (in the case of the Customer) the address notified to the Bank for this purpose or (in the case of the Bank) the address notified to the Customer from time to time, with a copy to the Customer's relationship manager. Without prejudice to any other of the provisions contained in these Terms, the Customer, may at its absolute discretion give advance notice of or subsequent confirmation of any notice, communication or Instructions to the Bank solely for the purpose of facilitating communications between the Customer and the Bank.

21.2 Notwithstanding clause 21.1, any notice required to be given by the Bank to the Customer under this Agreement may at the Bank's sole discretion be given by the Bank to the Customer through the Service and receipt of any such notice by the Customer shall be deemed to be in writing and occur on the Business Day that it is sent by the Bank through the Service.

21.3 Subject to clause 21.2, any notice given under this Agreement in writing must be communicated by post, telex or facsimile to the address most recently notified by the receiving party. Receipt shall be deemed to occur:

21.3.1 in the case of delivery by post,

21.3.1.1 for UK Customers, on the second Business Day after posting in the UK;

21.3.1.2 for all other Customers, on the tenth Business Day after posting; or

21.3.2 if before 16.00 hours (UK time) on a Business Day, upon successful transmission in the case of delivery by fax or telex.

22 ASSIGNMENT

22.1 The Customer shall not assign or declare any trust in respect of all or any of its rights or obligations under this Agreement, save with the express prior written consent of the Bank. The Bank may transfer, assign or otherwise dispose of this Agreement without the consent of the Customer.

23 WAIVER

23.1 No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver of such term or condition or in any way prejudice any right of that party under this Agreement.

24 SEVERABILITY

24.1 In the event and to the extent that any of the Terms shall be determined to be invalid, unlawful or unenforceable, any such Term shall be severed from the remaining Terms which shall continue to be valid and binding to the fullest extent permitted by law.

24.2 Without prejudice to clause 24.1 above, any such term shall, whenever allowed by the context, be deemed replaced by such valid and enforceable term, covenant or provision whose contents are as close as permissible to those of the said paragraph.

25 ENTIRE AGREEMENT

25.1 This Agreement forms the entire agreement between the parties concerning the use of the Service. Neither party shall have a right of action against the other arising from any previous agreement, communication, representation and discussion in respect of the Services, except in the case of fraud. Any other agreements between the Customer and the Bank, General Terms, terms of business, Mandate and/or any other mandates relating to the conduct of the Customer's Account or the Bank's provision of related services shall remain unaffected, save that if any conflict between such terms and the terms of this Agreement arises, this Agreement shall prevail but only insofar as the conflict relates to the Service.

25.2 Each party acknowledges that in entering into this Agreement it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it) made by or on behalf of any other party before the date of this Agreement. Each party waives all rights and remedies which, but for this clause 25.2, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance. Nothing in this clause shall operate to exclude liability for fraudulent misrepresentation.

26 VARIATION

26.1 The Bank may vary or replace the Terms, or the User Tools from time to time in accordance with this Agreement by giving notice to the Customer, including but not restricted to, a notice via the Service and/or by using the Message of the Day. The Customer's continued use of the Service following notice of a variation shall be deemed acceptance of the variation.

26.2 If the variation or replacement is to the Customer's disadvantage the Bank may vary or replace the Terms by giving not less than thirty (30) days notice in writing. The Bank may make any other changes immediately without prior notice and inform the Customer about such changes within thirty (30) days. The Bank may also vary or replace the User Tools and shall in all cases strive to provide a period of notice appropriate to the circumstances giving rise to such variation or replacement.

26.3 Neither party shall lose any rights under this Agreement because it has failed to exercise or delayed in exercising them.

27 THIRD PARTY CONTRACT RIGHTS

27.1 Except where the Bank act as agent for NatWest who shall have the right to enforce any rights or benefits in this Agreement, no term of this Agreement is intended for the benefit of any third party, and the parties do not intend that any term of this Agreement should be enforceable by a third party either under the Contract (Rights of Third Parties) Act 1999 or otherwise. Where the Bank acts as agent for NatWest, NatWest as principal and/or the Bank as agent may enforce this Agreement.

28 LAW AND JURISDICTION

28.1 This Agreement shall be governed and construed in accordance with English Law and the Customer submits to the jurisdiction of the English Courts to settle any dispute arising out of or in connection with this Agreement.

28.2 The Customer waives any right to object to the English courts on grounds that they are an inconvenient or inappropriate forum to settle such dispute.

29 ALTERATIONS TO THIS AGREEMENT FOR FOREIGN JURISDICTIONS

29.1 The Customer acknowledges that the use of the Service in relation to Customer accounts in certain countries or states is subject to specific local legislation. The Customer hereby agrees to be bound by any supplementary conditions which it may be necessary to include in this Agreement to take account of such legislation.

29.2 The Customer shall comply with any applicable local legislation, in particular, any laws and regulations (including laws and regulations applicable to taxation and similar duties) applicable to any Instructions or any operation of the Service. For the avoidance of doubt this also includes withholding tax and the Customer shall be responsible for the payment of any withholding tax to the applicable tax authority/authorities.

30 REGULATORY INFORMATION

30.1 The Royal Bank of Scotland plc is authorised and regulated by the Financial Services Authority. The Bank is entered in the FSA's Register and its Register number is 121882. The FSA's Register can be accessed at www.fsa.gov.uk/register/. The Bank's registered VAT number is GB 243852752.

30.2 National Westminster Bank Plc is authorised and regulated by the Financial Services Authority. The Bank is entered in the FSA's Register and its Register number is 121878. The FSA's Register can be accessed at www.fsa.gov.uk/register/. The Bank's registered VAT number is GB 243852752.

30.3 Both The Royal Bank of Scotland plc and National Westminster Bank Plc subscribe to the Lending Code. The Code can be found at www.lendingstandardsboard.org.uk.

30.4 If the Customer is not satisfied with any of The Royal Bank of Scotland plc's products or services, the Bank has a complaint handling procedure that the Customer can use to resolve such matters. For more information about this procedure and ways to contact the Bank ask at any branch or see www.rbs.com.

30.5 If the Customer is not satisfied with any of NatWest's products or services, NatWest has a complaint handling procedure that the Customer can use to resolve such matters. For more information about this procedure and ways to contact NatWest ask at any branch or see www.natwest.com.

30.6 Both The Royal Bank of Scotland plc and National Westminster Bank Plc are members of The Financial Ombudsman Service. If the Customer is still not satisfied after following the Bank's or NatWest's complaint procedures, the Customer may ask the Ombudsman to review the complaint.

30.7 The Customer can find out more about The Financial Ombudsman Service in a leaflet available from any branch or by telephoning the Bank or NatWest. Alternatively the Customer can write to: Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London E14 9SR or telephone 0845 080 1800.

The Royal Bank of Scotland plc, Registered in Scotland No 90312. Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB.

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