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Summary of changes to the terms and conditions for your online banking service
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Your use of the existing Corporate Online service (the Legacy Service) will continue to be governed by the Current Terms. There may be a period of time when you are using both the Service and Legacy Service at the same time. In this case, the Current Terms will continue to govern your use of the Legacy Service and the Product & Services Terms & Conditions for the Service will govern your use of the Service.
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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.
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Administrators and Users
We have changed the terminology relating to Users. Where we previously defined two types of User, Type 1 and Type 2 Users, we now refer to Primary Administrators, Administrators and other Users. We have introduced the concept of Permissions.
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.
Digital Identification Service - PKI (Public Key Infrastructure) Customer Agreement
We no longer refer to the Digital Identification Service which was the PKI Customer Agreement. It will no longer apply as your PKI Customer Agreement will end automatically when you stop using the Legacy Services and the Service is the only channel you are using. All references to the PKI Customer Agreement have been removed for this reason. The PKI Customer Agreement will continue to apply to other services provided by the bank which use the Digital Identification Service.
Security Device
We have amended the definition of Security Device to include hardware, software and any other items designed to help protect your online banking security.
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Clause 3
We have included a new clause 3 so it is clear what we are obliged to provide to you. This expands upon clause 2.2.1 of your Current Terms.
It explains that we will provide the Service to you subject to you complying with the Terms and Conditions set out in the Product & Services Terms & Conditions for the Service, Relationship Terms & Conditions and any applicable information contained within the General Information on Payments, Charges & Contacts.
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 if this is reasonably possible.
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Clause 4
As our right to charge for the Service is addressed in the Relationship Terms & Conditions, we have removed the wording which repeated that entitlement in the Product & Services Terms & Conditions for the Service.
The information on Charges for the Service is contained in the General Information on Payments, Charges & Contacts document as per your Current Terms. We have included a clause to specify we are entitled to charge interest on any late payments. We may or may not use 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.
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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
Previously your System Administrators and Type 2 Users had to be appointed as nominated representatives or Authorised Users under your PKI Customer Agreement. This is no longer the case. As there will no longer be a PKI Customer Agreement, there is no need for Users to qualify and be appointed as Authorised Users in accordance with those terms.
Clause 5.3 and 5.4
In your Current Terms, System Administrators have a very specific and defined role. You are now able to allocate Permissions to your Users and define their role and powers accordingly. 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 5.7
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.
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Clause 6.1 and 6.5
We are no longer only obliged to accept User Instructions from a specific type of user. 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 6.3
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 instruction were within that User’s Permissions.
We have included wording to clarify the position with future dated 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 therefore not be responsible for any loss or damage caused in complying with your instructions.
Clause 6.8
We have included wording to specify that the content and accuracy of User Instructions will be your responsibility. This is to align with changes made to User Instructions that explain we can accept any instruction provided it is within a User’s Permissions.
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.
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Clause 7.1
Under the Current Terms, we recommend that you appoint more than one System Administrator at a time. 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.
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Clause 8.3
Certain cut-off times may apply to the Online Payment and Viewing Functions. Cut-off times will now be set out in the General Information on Payments, Charges & Contacts document.
Clause 8.4 and 8.5
As part of the Service, some of the accounts accessible via the Online Payment and Viewing Functions may include accounts held with other financial institutions. In this case, you will be responsible for the preparation and transmission of input data by those institutions and for ensuring that it is transmitted to us as soon as it becomes available.
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.
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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 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.
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.
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Clause 10.1
As in the Current Terms, we will specify the Security Procedures you must follow from time to time and may make changes to these procedures 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 channel.
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 10.7
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 to monitor your use of the Service. This will help us to identify any unauthorised access.
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Clause 11.1
There are some additional responsibilities for you to ensure the data provided to us by your Users is accurate, their User profiles are up to date and that you remove redundant User profiles. This will help us to ensure we maintain security.
Clause 11.2
We have included additional responsibilities to ensure you and your Users use the Service in the way it is intended to be used and not in a way that would contravene any laws or regulations.
Clause 11.3
As in your Current Terms, if you or your Users access the Service from outside the United Kingdom, you are still obliged to comply with the laws and regulations of that country. We have expanded this obligation to ensure you comply with laws and regulations relating to the import and export of any Service Equipment. In addition, we have included a right which allows us to prohibit the use of the Service Equipment in any country where we consider it may jeopardise us, you or the Service.
Clause 11.4
The Product & Services Terms & Conditions allows us the flexibility to update security and Service Equipment as necessary to ensure a secure service for you. We have included a right allowing us to modify the Service Equipment or supply replacements at any time and you are obliged to use the modified or replaced equipment without delay.
Clause 11.5
We have included wording to make it clear that any software we provide in our Service Equipment belongs to us and our licensors.
If any defect appears in the Service Equipment, we will correct this as soon as is reasonable after you have told us in writing. There will be no other remedy available to you in respect of such defects.
We will let you know any hardware items or software products which you will require to ensure the Service Equipment can operate. We cannot say our Service Equipment will operate in conjunction with any other hardware items or software products other than those we notify you of and will not be responsible if such equipment does not work in conjunction with other products and items.
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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.
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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 these accounts.
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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.
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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 16.3
You will still be liable to us in respect of any losses, damages, liability, expenses or costs that we incur or suffer as a result of your access to and use of the Service or any breach of the Agreement. You will be liable to us on an indemnity basis in respect of such losses, damages, liability and expenses.
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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 that 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 that you have followed this request.
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Clause 18.2
We have included a restriction which states you cannot use the Service to make any payment in your name when acting as the payment service provider for a third party, unless we have agreed to this. This is to ensure that we maintain strict compliance with our anti-money laundering policies and applicable laws. This is most likely to apply to you if you are a financial institution.
Clause 18.3
If either Lloyds Bank Corporate Markets plc or Bank of Scotland plc have agreed to supply the Service to you, please note that Lloyds Bank plc will be performing all the obligations of Lloyds Bank Corporate Markets plc or Bank of Scotland plc, as applicable, on their behalf. Any instructions and communications from you should therefore be direct to Lloyds Bank plc.
Clause 18.4
Where either Lloyds Bank Corporate Markets plc or Bank of Scotland plc has undertaken to supply the Service to you, your sole contractual relationship in relation to the supply of the Service shall be with that relevant entity and not Lloyds Bank plc. This means that, when reading the Product & Services Terms & Conditions for the Service, you will need to read any references to the Bank or Lloyds Bank as meaning Lloyds Bank Corporate Markets plc or Bank of Scotland plc as applicable to you.
Clause 18.5
Any reference 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.
Clause 18.8
The Product & Services Terms & Conditions for the Service will govern the access to and use of the Service. We may provide you with other products and services and we may provide you with separate terms and conditions relating to those. If this is the case, those separate agreements will apply to those products and services.
Clause 18.9
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 you under the Service, the Product & Services Terms & Conditions for the Service will prevail over any other terms and conditions.
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Clause 19
We have simplified the way in which 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.