Terms and conditions. for LloydsLink online cash management. Your. Cash Management Agreement. 2. Cash Management Service

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1 Your Terms and conditions for LloydsLink online cash management Cash Management Agreement This Agreement sets out the terms and conditions that apply between your organisation (the Customer) and Lloyds TSB (as defined below) in respect of the use by the Customer of the Cash Management Service within the Lloyds TSB Corporate Markets website. With regard to customers of Lloyds TSB Scotland plc and Lloyds TSB Offshore Limited, each of these banks has appointed Lloyds TSB Bank plc as its agents to provide the Cash Management Service to its customers. 1. Definitions and interpretation In this Agreement the following words and expressions have the meanings set opposite them unless the context otherwise requires: Account Agreement: An authority provided by the Customer to Lloyds TSB for the operation of any account(s) in the name of the Customer held with Lloyds TSB. Authorised Users: The individuals within the Customer identified as such by the Service Administrator. The Authorised Users may be changed pursuant to Clause 6. Business Day: A day (excluding Saturday and Sunday) on which banks generally are open for business in England. Cash Management Service: A service to be provided by Lloyds TSB within the Corporate Markets website to a Customer to enable any Authorised Users to view balances and statements of account and transfer funds between accounts of the Customer held with Lloyds TSB electronically via the Internet and such other service as introduced by Lloyds TSB from time-to-time. Charges: Charges as provided by Lloyds TSB from time-to-time, or agreed between Lloyds TSB and the Customer, for the provision of the Cash Management Service, and as referred to in Clause 4. Corporate Markets Website: The Corporate Markets website and associated services (including the Cash Management Service) of Lloyds TSB Bank plc appearing at or any other URL as Lloyds TSB Bank plc may, at its sole discretion, select and includes, but is not limited to, all software, hardware, information, content, data and other equipment used to provide such website and services. Event of Force Majeure: In relation to either party, an event or circumstance beyond the reasonable control of that party, including (without limitation) any act of God, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out or trade dispute or labour disturbance, the act or omission of government or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any internet service provider, war, military operations or act of terrorism or riot. Instruction: Any instruction or request received by Lloyds TSB via the Cash Management Service from the Authorised Users for the transfer of funds between accounts of the Customer held with Lloyds TSB. Intellectual Property Rights: All intellectual property rights including, but not limited to, patents, trade secrets, trademarks, service marks, trade names, copyrights and other rights in works of authorship (including rights in computer software), moral and artists rights, design rights, trade or business names, domain names, knowhow, database rights and whether any of the foregoing are registered or unregistered. Lloyds TSB: The bank(s) at which the Customer s account(s) are held for which the Customer may access via the Cash Management Service, being any of the following: Lloyds TSB Bank plc, Lloyds TSB Scotland plc, Lloyds TSB Offshore Limited or any reconstruction, amalgamation or merger thereof as the case may be. LloydsLink online cash management registration form: The form to be completed by the Customer and submitted to Lloyds TSB, to register for the Cash Management Service. Service Administrator: All or any of the individuals within the Customer appointed by the Customer as the Service Administrator. The Service Administrator may be changed pursuant to Clause 6. Service Auditor: An individual within the Customer appointed by the Customer (if the Customer so requires) as the Service Auditor who is given access by Lloyds TSB to the audit log of the Customer s use of the Cash Management Service and whose role would be to monitor the activities undertaken by the Service Administrator and any of the Authorised Users in relation to their use of the Cash Management Service. 2. Cash Management Service 2.1 This Agreement is supplemental to the Account Agreement and if there is any conflict between the terms of this Agreement and the terms of the Account Agreement, the terms of this Agreement shall prevail. 2.2 Terms and conditions relating to the accounts the Customer may access via the Cash Management Service will continue to apply. If there is any conflict between the terms of this Agreement and those account terms and conditions, the terms of this Agreement shall prevail. 2.3 The Cash Management Service is available 24 hours a day, 7 days a week, subject to the provisions in clauses and Balances and statements of accounts shown will be the position as at the start of the Business Day. Transactions will be processed after close of business on a Business Day. For details of when Instructions have to be received for same day processing please refer to the User Guide. Responsibilities for input data 2.4 If any of the accounts accessible via the Cash Management Service include accounts held with financial institutions other than the Lloyds TSB, the Customer will be responsible for: the preparation and transmission of input data by those financial institutions; and ensuring that such input data is transmitted to Lloyds TSB as soon as it becomes available, in order that the Cash Management Service can operate efficiently. In such a case, Lloyds TSB will give any assistance it reasonably can to speed up arrangements for the availability of such input data. 2.5 If, for any reason at all, any information or input data fails to reach the Lloyds TSB Cash Management Mainframe/database, information accessible by the Customer via the Cash Management Service will be limited to the information that has been received at the Lloyds TSB Cash Management Mainframe/ database by the time the Cash Management Service output starts. For details please see the User Guide. Acting on instructions to make payments from your account(s) 2.6 Lloyds TSB will accept and act upon any Instructions Lloyds TSB receives from the Authorised Users through the Cash Management Service. 2.7 Lloyds TSB may debit the sum specified in an Instruction from the account identified in that Instruction. 2.8 Notwithstanding clauses 2.6 and 2.7 above, Lloyds TSB will be under no obligation whatsoever to make a transfer in accordance with an Instruction unless: there are already sufficient cleared funds in the account in question; or the Customer has already been authorised by Lloyds TSB to overdraw enough money on the account in question to make the payment; and the Instruction Lloyds TSB receives is irrevocable and unconditional. 2.9 If an instruction is received by Lloyds TSB for a transfer to be made from a particular account, the terms of that account will apply to the transaction (at least to the extent that those standard terms are consistent with the use of the Cash Management Service). However, the Cash Management Services is unable to recognise any withdrawal notice periods under the terms of a particular account. Consequently, for example, any transfers from an interest bearing account subject to a specified withdrawal notice period by the Customer using the Cash Management Service will be treated as having been made in breach of such notice period and the terms of the at account covering the loss of interest will apply The Customer will examine all information and data provided to the Customer via the Cash Management Service within a reasonable time after receiving them and will promptly advise Lloyds TSB of any apparent mistake or discrepancy. Delay in notification may make correcting the error difficult. User Guide: The guide Lloyds TSB provides in support of the Cash Management Service from time-to-time. Page of 8

2 Cash Management Agreement 3. Use of the Corporate Markets website and the Cash Management Service 3.1 Lloyds TSB grants to the Customer a non-exclusive, royalty-free licence to use the Corporate Markets website and the Cash Management Service subject to the following terms: The Customer may permit Authorised Users to use the Corporate Markets website and the Cash Management Service and shall be responsible for all use made of the Corporate Markets website and the Cash Management Service by Authorised Users as if such use was by the Customer itself Except in respect of information provided by the Customer, the Customer shall obtain no rights whatsoever (including but not limited to Intellectual Property Rights) in the Corporate Markets website or in any data input into, or processed by the Corporate Markets website, all such rights vesting in Lloyds TSB. And The Customer shall not, without the prior written agreement of Lloyds TSB, create links from any generally accessible website to any part of the Corporate Markets website other than the home page or cause the Corporate Markets website to appear in any form (whether by framing or otherwise) other than the form intended by Lloyds TSB. 3.2 The Customer acknowledges that Lloyds TSB Bank plc may, from time-to-time, modify the Corporate Markets website or use new versions or releases of the hardware and software used to provide the Corporate Markets website. Lloyds TSB shall be under no obligation to continue to provide any prior versions or releases of the Corporate Markets website or such hardware or software and the Customer shall be responsible for all activities necessary to ensure its computer systems remain compatible with such new modifications, versions or releases. 3.3 The Customer shall not remove, destroy or alter any proprietary markings, confidential legends or any trade marks, trade names or brand names placed upon or contained within any material downloaded from the Corporate Markets website. 4. Charges 4.1 The Customer agrees to pay to Lloyds TSB the Charges. Lloyds TSB will invoice the Customer each month for the Charges and the Customer authorises Lloyds TSB to debit the charges shown on the invoice from the account identified on the LloydsLink online cash management registration form and where applicable the Customer will set up a Direct Debit Authority in favour of Lloyds TSB. Lloyds TSB will debit the said account between not less than 2 days and not more than 21 days after the invoice date. 4.2 If the authority to Lloyds TSB (in Clause 4.1) to debit the Charges from the said account is cancelled or if no new Direct Debit authority is being set up (where applicable), Lloyds TSB shall be entitled to cease providing the Cash Management Service to the Customer or terminate this Agreement. 4.3 If the Charges are not paid by the due dates, Lloyds TSB will be entitled to charge interest on the amount still outstanding. (This right applies after as well as up to the date of any formal demand or court judgement.) The interest rate will be 3% per annum above Lloyds TSB Bank plc s base lending rate at the time. Any interest that is unpaid will be compounded once a month. 4.4 The Charges do not include: VAT; or any other taxes or duties payable in connection with banking services the Customer asks Lloyds TSB to supply via the Cash Management Service; or any other taxes or duties payable in connection with the supply and use of the Cash Management Service (except those that are attributable to Lloyds TSB s profits). The Customer will be responsible for paying any applicable taxes and duties at the applicable rate and in the way laid down by law. 4.5 Lloyds TSB may change its Charges at any time. If Lloyds TSB increases the Charges or introduces a new charge, Lloyds TSB will give the Customer at least thirty days written notice before the change takes effect. The Customer will be notified of such changes by sent to the Service Administrator. At any time up to 60 days from the date of the notification, the Customer may without notice terminate this Agreement without having to pay extra charges or interest for doing this. 4.6 To avoid any doubt, please note that the word Charges as used in this Agreement only applies to Lloyds TSB s charges for providing the Cash Management Service to the Customer. It does not apply to any charges for particular banking or other services which are provided to the Customer in response to any Instructions via Cash Management Services which will be subject to separate terms and charges governing the use of those particular services. 5. Warranties and undertakings 5.1 Each party warrants and represents that to the best of its knowledge, information and belief it has all the rights which are requisite to enable it to enter into this Agreement and to perform its obligations under this Agreement without infringing the rights of any third party. 5.2 The Customer agrees and acknowledges that: Lloyds TSB and its agents and sub-contractors shall have the right to monitor the usage by the Customer of the Cash Management Service for the purposes of providing the Cash Management Service, billing, ensuring that the Customer complies with its obligations under this Agreement, identifying products and services which might be suitable for the Customer and updating our records about the Customer; Lloyds TSB Bank plc may temporarily suspend or take offline the Corporate Markets website which would include the Cash Management Service from time-to-time for maintenance work, repair or improvement of its facilities (although Lloyds TSB will, where it is reasonably practicable to do so, give reasonable prior notice of any planned maintenance work); and Lloyds TSB have a right to suspend the Cash Management Service at any time without notice to the Customer due to reasons beyond the reasonable control of Lloyds TSB or if Lloyds TSB considers that the Cash Management Service is in any way being abused. 5.3 The Customer warrants and represents that the information provided by the Customer in the LloydsLink online cash management registration form is accurate, complete and up to date and, for the purposes of this Clause 5.3, references to information provided by the Customer include information provided by its Service Administrator, Service Auditor (if applicable) and Authorised Users. 5.4 Other than the warranties expressly stated above, Lloyds TSB makes no express or implied warranties relating to the Corporate Markets website or the Cash Management Service or any other deliverables or activities arising out of or connected to this Agreement including, but not limited to, warranties of merchantability, satisfactory quality or fitness for purpose. 6. Security and passwords 6.1 To register for the Cash Management Service, the Customer must first complete and sign the LloydsLink online cash management registration form, in accordance with the existing Account Agreement and the Customer shall appoint at least one individual, to act as its Service Administrator and (if it so requires) its Service Auditor. Details of the registration procedure shall be provided to the Customer. 6.2 The Service Administrator shall be responsible for the control of the Service Auditor (if appointed) and all Authorised Users and shall have the right to suspend or remove the Service Auditor and/or any Authorised Users from accessing or using the Cash Management Service and shall be responsible for ensuring that any changes to the identity of the Service Auditor and/or each Authorised User shall be notified to Lloyds TSB accordingly. 6.3 Lloyds TSB shall notify the Service Administrator as and when a user has applied to be a Service Auditor or an Authorised User of the Customer. It is the responsibility of the Service Administrator to verify the identity of such user and to confirm its approval to such registration, by logging onto the Cash Management Service and approving such user, before Lloyds TSB accepts such user as a Service Auditor or an Authorised User. Once the Service Administrator has approved such user s registration, the Service Auditor and/or Authorised User will be notified that they can transmit orders using the Cash Management Service. 6.4 The Customer shall be responsible for ensuring that each of the System Administrator, the Service Auditor and the Authorised Users complies with all applicable security procedures and in particular shall ensure that all usernames and passwords are kept secure and confidential. The Customer shall immediately notify Lloyds TSB of any breach of this Clause 6.4 and if the Customer becomes aware of or suspects that a breach of security has taken place. 6.5 If the Customer wishes to appoint an additional Service Administrator or replace any Service Administrator, it may do so by specifying the date from which such appointment or replacement is effective or advising the name of the outgoing Service Administrator, by letter by first class post to Lloyds TSB Bank plc, signed by the Customer in accordance with the existing Account Agreement, together with a relevant appointment form duly completed and signed by both the additional or new Service Administrator and the Customer in accordance with the existing Account Agreement. Page 2 of 8

3 6.6 The Customer accepts that Lloyds TSB uses a very high level of encryption which may be illegal in jurisdictions outside of the UK, Jersey, Guernsey and Isle of Man (Permitted Jurisdictions). It is the Customer s responsibility to ensure that, if outside the Permitted Jurisdictions its ability to use the Cash Management Service is permitted by local law and Lloyds TSB shall not be liable for any loss or damage suffered by the Customer as a result of not being able to use, or being prosecuted for using, the Cash Management Service in these jurisdictions. 7. Confidentiality 7.1 Lloyds TSB and the Customer agree and undertake that during this Agreement, and thereafter, each party will keep confidential and will not use for its own purposes or without the prior written consent of the other party, disclose directly or indirectly to any third party any information concerning the business and affairs of the other (including trade secrets and information of commercial value but for the avoidance of doubt not including the fact of this Agreement) which may become known to such party as a result of the performance of this Agreement unless such information; is public knowledge other than as a result of a breach of this clause; has been independently acquired from a third party without restriction on disclosure; or is required by law or any regulatory body or for the purposes of litigation by or against either party to be disclosed. Each party undertakes to the other to take all steps as shall from time to time be necessary to ensure compliance with the provisions of this clause by its Authorised Users, employees, agents and sub-contractors. However, nothing in this Agreement shall prevent the Customer s Lloyds TSB bank from disclosing information to the other Lloyds TSB banks and their agents and sub-contractors for the purposes of Lloyds TSB fulfilling its obligations under this Agreement. 8. Access Cash Management Agreement The Customer shall not seek to obtain, and shall not obtain, any unauthorised access to any computer system of Lloyds TSB or its agents or sub-contractors including (without limitation) any software, hardware or firmware. 9. Limitation of liability 9.1 Lloyds TSB shall not be liable for any loss, damage, injury, interruption, delay or non-performance arising out of: l fire, storm, flood or acts of God; or l strikes or other labour disputes (even if they involve Lloyds TSB employees); or l explosion, war, riot or other civil disturbance; or l any intervention by government or other authority; or l the failure or fluctuation of any power supply; or the use by the Customer of software which may compromise the security and control of access to the Cash Management Service from the Customer s computers use of the Cash Management Service: l in a way or for a purpose not recommended, authorised or intended by Lloyds TSB; or l in contravention of any law or regulation. 9.2 Lloyds TSB shall not be liable for any consequential or indirect losses, loss of profits, loss of business, loss of goodwill or any form of special damages whatsoever and howsoever arising and whether such liability was reasonably foreseeable or not and whether or not Lloyds TSB has been advised of the possibility of such loss being incurred. 9.3 Without prejudice to any other provision of this Agreement, Lloyds TSB shall not be liable for any loss, damage, injury, interruption, delay, loss of data or nonperformance howsoever caused or arising save to the extent that: the same is caused directly by the fraud, wilful default or negligence of Lloyds TSB, its servants or agents; and in the case of claims arising from fraud, wilful default or negligence, Lloyds TSB shall only be liable for direct losses and the total aggregate liability of Lloyds TSB to the Customer in any given Year in respect of all claims arising out of or in connection with this Agreement shall not exceed the total amount of Charges actually paid by the Customer to Lloyds TSB for the Cash Management Service during the Year and Year shall mean a period of 12 calendar months prior to the liability arising or such lesser period as this Agreement has been in effect. 9.4 Nothing in this Agreement shall be construed so as to exclude or limit the liability of either party in respect of death or personal injury caused by negligence or in respect of any fraudulent misrepresentation. 9.5 Lloyds TSB will not be bound by any representation or warranty given by an employee or agent of Lloyds TSB in connection with the Cash Management Service unless it has been confirmed in writing by someone who is authorised to make such representations or warranties on Lloyds TSB s behalf. 9.6 The Customer hereby agrees to indemnify Lloyds TSB against any loss or damage and any claims, actions, proceedings, costs or expenses suffered or incurred by Lloyds TSB by reason directly or indirectly of the Customer s employees, servants, agents or representatives negligence or failure to act in accordance with the User Guide, or the terms of this Agreement or of Lloyds TSB acting in accordance with the terms of this Agreement. 10. Termination 10.1 This Agreement may be terminated forthwith by notice in writing by either party if the other commits a material breach of any term of this Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of receipt of a written request to remedy the same This Agreement may be terminated in accordance with Clause 4.2 above and Clause 13.1 below Either party may terminate this Agreement by giving 30 days notice in writing to the other party Termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect any provision, which is intended to apply after such termination. The provisions of Clauses 4, 6, 7, 8, 9, 12, 13.3, 13.5, 13.6, 13.7, 13.8, 13.9, and shall survive termination of this Agreement. 11. Force majeure 11.1 Neither party shall be liable for any breach of its obligations under this Agreement resulting from an Event of Force Majeure Each party agrees to notify the other immediately upon becoming aware of an Event of Force Majeure to which Clause 11.1 applies, such notice to contain details of the circumstances giving rise to the Event of Force Majeure If any Event of Force Majeure subsists for a period of 30 days or more, the Customer may, by giving written notice to Lloyds TSB, terminate the Agreement with immediate effect. 12. Data protection 12.1 All personal data provided by the Service Administrator, the Service Auditor and all Authorised Users shall only be used in relation to the provision of the Cash Management Service by Lloyds TSB to the Customer and in particular, unless the parties otherwise agree, any contact by Lloyds TSB with the Customer in relation to the Cash Management Service shall be by to the Service Administrator using the address provided by such Service Administrator. The Customer shall ensure that the Service Administrator, the Service Auditor and all Authorised Users, in respect of whom data is provided to Lloyds TSB by the Customer, have consented to such use The Customer shall comply with all relevant data protection and privacy laws applicable to the use by the Customer of the Cash Management Service. 13. General provisions 13.1 Without affecting Lloyds TSB s right to change the Charges (as set out in Clause 4.5), Lloyds TSB may change the terms of this Agreement in order to: comply with legal, fiscal or regulatory requirements; rectify errors, omissions, inaccuracies or ambiguities; take account of any corporate reorganisation within the Lloyds TSB group of companies; and reflect alterations in the scope and nature of the service which Lloyds TSB is able to provide to the Customer under this Agreement in accordance with Lloyds TSB s systems capabilities and routines and having regard to market practice and overall customer demand. If the change is to the Customer s disadvantage, Lloyds TSB will give the Customer 30 days written notice before Lloyds TSB makes the change. At any time up to 60 days from the date of the notification, the Customer may without notice terminate this Agreement without having to pay extra charges or interest for doing this. If a change is not to the Customer s disadvantage Lloyds TSB may make a change immediately and tell the Customer about it in writing within 30 days. If Lloyds TSB has made a major change, or a lot of minor changes, in any one year, Lloyds TSB will give the Customer a copy of the new terms and conditions or a summary of the changes. All such notification will be given to the Customer by sent to the Service Administrator. Page 3 of 8

4 13.2 The Customer acknowledges that Lloyds TSB may sub-contract any one or more of its activities under this Agreement to any one or more of Lloyds TSB s subcontractors The failure of either party to enforce (or delay in enforcing) any term of this Agreement shall not be regarded as a waiver of such rights and shall not prevent either party from subsequently enforcing such rights that it has under this Agreement Other than in relation to notices regarding changes to the Service Administrator (which are dealt with by Clause 6.5), and unless otherwise agreed by the parties, any notice to be given under this Agreement shall be delivered to, where Lloyds TSB is the receiving party, Lloyds TSB Bank plc, and where the Customer is the receiving party, to the Service Administrator whose address has been notified in the LloydsLink online cash management registration form or such other address of the Service Administrator as notified to Lloyds TSB. Any notices containing any confidential information shall be delivered or sent by first class post to the Customer s address given on the LloydsLink online cash management registration form This Agreement sets out the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement, except in respect of fraudulent misrepresentation If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement that shall remain in full force and effect If there are two or more persons comprised in the expression the Customer then the undertakings and liabilities of the Customer under this Agreement shall be joint and several undertakings and liabilities of each of them and shall be construed accordingly and reference herein to Customer shall mean any one or more of them If the Customer is a partnership then this Agreement shall continue in full force and effect and continue to bind each of the partners comprising the Customer notwithstanding any change in the name, style or constitution of the Customer whether by the death or retirement of a partner or partners in the Customer or the introduction of a new partner or partners into the Customer or otherwise This Agreement may not be assigned by the Customer without the prior written consent of Lloyds TSB, which shall not be unreasonably withheld or delayed. Lloyds TSB shall have the right to assign, transfer or novate this Agreement to any third party on providing the Customer with 30 days notice This Agreement shall not give any third party any enforceable right of action or benefit and the Contracts (Rights of Third Parties) Act 1999 is therefore hereby excluded If any dispute arises out of this Agreement, the parties shall refer such disputes in the first instance to mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure This Agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non-exclusive jurisdiction of the courts of England Calls may be monitored or recorded in case we need to check we have carried out your instructions correctly and to help improve our quality of service. 14. Complaints Cash Management Agreement We aim to provide the highest level of customer service possible. However if you experience a problem we will always seek to resolve this as quickly and efficiently as possible. A copy of Our How to voice your concerns leaflet can be obtained by contacting us. The complaint procedures are also on our Corporate Markets website markets 15. Customers of Lloyds TSB Scotland plc 15.1 In order for Lloyds TSB Scotland plc to provide the Cash Management Service to its customers, Lloyds TSB Scotland plc has entered into arrangements with Lloyds TSB Bank plc. The Customers acknowledge that the Cash Management Service is provided by Lloyds TSB Bank plc in the United Kingdom on behalf of Lloyds TSB Scotland plc to the customers of Lloyds TSB Scotland plc and that the Customers instructions in connection with the operation of the Cash Management Service will be provided by the Authorised Users directly to Lloyds TSB Bank plc The Customers agree and acknowledge that they have no direct or indirect contractual relationship with Lloyds TSB Bank plc with respect to the Cash Management Service and that they are contracting with Lloyds TSB Scotland plc with respect to the Cash Management Service The Customers authorise Lloyds TSB Scotland plc to disclose to Lloyds TSB Bank plc and Lloyds TSB Bank plc to obtain from Lloyds TSB Scotland plc such information relating to their accounts (including information stored on any database) which Lloyds TSB Bank plc acting in its absolute discretion deems appropriate to enable it to provide the Cash Management Service to the Customers The Customers agree and acknowledge that this Agreement shall be governed by and construed in accordance with English law and agree to submit to the non-exclusive jurisdiction of the courts of England. 16. Customers of Lloyds TSB Offshore Limited 16.1 In order for Lloyds TSB Offshore Limited to provide the Cash Management Service to its customers, Lloyds TSB Offshore Limited has entered into arrangements with Lloyds TSB Bank plc. The Customers acknowledge that the Cash Management Service is provided by Lloyds TSB Bank plc in the United Kingdom on behalf of Lloyds TSB Offshore Limited to the customers of Lloyds TSB Offshore Limited and that the Customers instructions in connection with the operation of the Cash Management Service will be provided by the Authorised Users directly to Lloyds TSB Bank plc in the United Kingdom The Customers agree and acknowledge that they have no direct or indirect contractual relationship with Lloyds TSB Bank plc with respect to the Cash Management Service and that they are contracting with Lloyds TSB Offshore Limited with respect to the Cash Management Service The Customers authorise Lloyds TSB Offshore Limited to disclose to Lloyds TSB Bank plc and Lloyds TSB Bank plc to obtain from Lloyds TSB Offshore Limited such information relating to their accounts (including information stored on any database) which Lloyds TSB Bank plc acting in its absolute discretion deems appropriate to enable it to provide the Cash Management Service to the Customers The Customers confirm that when they give Lloyds TSB Offshore Limited information about another person including, for the avoidance of doubt, the Service Administrator, the Service Auditor and all Authorised Users, those individuals have appointed the Customers to act for them to consent to the processing of their personal data for the purpose of the performance of this Agreement and to the transfer of their information abroad and to receive on their behalf any data protection notices The Customers agree and acknowledge that Lloyds TSB Bank plc is subject to the laws and regulations of the United Kingdom and that this Agreement shall be governed by and construed in accordance with English law and agree to submit to the non-exclusive jurisdiction of the courts of England The Customers acknowledge that the United Kingdom financial ombudsman service is not available to them. Lloyds TSB Offshore Limited has internal procedures for handling customer complaints fairly and speedily. Details of these procedures will be provided to the Customers by Lloyds TSB Offshore Limited upon request. Page 4 of 8

5 Secure agreement This Agreement sets out the terms and conditions that apply between your organisation (the Customer) and Lloyds TSB Bank plc (acting on its own account or on behalf of Lloyds TSB Scotland plc or Lloyds TSB Offshore Limited) (the Bank) in respect of the provision of the Secure channel. 1 Definitions and interpretation 1.1 In this Agreement the following words and expressions have the meanings set opposite them unless the context otherwise requires: Authorised Users: The individuals identified as such by the Service Administrator. Business Day: Any day except Saturday, Sunday, United Kingdom bank holidays and other United Kingdom public holidays. Charges: Such charges as published by the Bank from time-to-time, or agreed between the Bank and the Customer, for the provision of Secure , and as referred to in Clause 4. Corporate Markets Website: The website and associated services (including Secure ) of the Bank appearing at or any other URL as the Bank may, at its sole discretion, select and includes, but is not limited to, all software, hardware, information, content, data and other equipment used to provide such website and services. Event of Force Majeure: In relation to either party, an event or circumstance beyond the reasonable control of that party, including (without limitation) any act of God, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out or trade dispute or labour disturbance, the act or omission of government or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet service provider, war, military operations or act of terrorism or riot. Intellectual Property Rights: All intellectual property rights including, but not limited to, patents, trade secrets, trademarks, service marks, trade names, copyrights and other rights in works of authorship (including rights in computer software), moral and artists rights, design rights, trade or business names, domain names, know-how, database rights and whether any of the foregoing are registered or unregistered. Lloyds TSB Banks: Lloyds TSB Bank plc, Lloyds TSB Scotland plc, Lloyds TSB Offshore Limited or any reconstruction, amalgamation or merger thereof as the case may be. Lloyds TSB Corporate Markets: A trading name of Lloyds TSB Bank plc. Secure The authenticated secure channel provided by the Bank within the Corporate Markets Website. Secure allows the Authorised User(s) to send secure, authenticated electronic messages to the Bank. The Bank may reply to such messages via the secure channel. For a full description of Secure please refer to the User Guide. Service Administrator: All or any of the individuals within the Customer appointed by the Customer as the Service Administrator. The Service Administrator may be changed pursuant to Clause 6. Service Auditor: An individual within the Customer appointed by the Customer (if the Customer so requires) as the Service Auditor who is given access by the Bank to the audit log of the Customer s use of Secure and whose role would be to monitor the activities undertaken by the Service Administrator and any of the Authorised Users in relation to their use of Secure . Service Registration Form: The form to be completed by the Customer and submitted to the Bank, to register for Secure or for another Lloyds TSB Corporate service which provides access to Secure as part of that service. User Guide: The guide the Bank provides in support of Secure from time-to-time. 1.2 Secure is open to customers of Lloyds TSB Banks where such customers have completed a Service Registration Form. 1.3 This Agreement is supplemental to the Customer s bank mandate and all other terms and conditions relating to products and services provided by the Bank. For further details please see Clauses 2.4 and 2.5 below. 1.4 In the event of the Customer s relationship with Lloyds TSB Corporate being terminated, this Agreement will automatically come to an end. 2 Secure 2.1 You may submit instructions and messages via Secure 24 hours a day 7 days a week, subject to the provisions in clauses and Messages or instructions will only be accessed by the Bank on Business Days between 9am and 5pm. 2.2 The Bank reserves the right at its sole discretion to refuse to act on instructions or reply to messages submitted via Secure or to demand additional identification or authentication before acting on such instructions or messages. Where the Bank decides not to act on an instruction it will notify the Customer of this. 2.3 The Customer cannot assume that the Bank has acted on an instruction given via Secure unless the Bank confirms that it is acting on such instruction. The Bank will not necessarily confirm that it is acting on an instruction unless the Customer asks for a confirmation in their instruction. 2.4 Before acting on any instructions submitted via Secure the Bank may require the Customer to agree to additional terms and conditions relating to those instructions. 2.5 Instructions submitted via Secure are subject to the Customer s bank mandate and any other agreements entered into between the Customer and the Bank which relate to such instructions. This includes (but is not limited to) the fact that any limits imposed on an Authorised User in their capacity as an authorised user under the Bank s electronic payments products will be observed where a relevant instruction is submitted via Secure The Bank reserves the right to insist that instructions are submitted using a channel other than Secure (for example, one of the electronic payment products available via the Corporate Markets Website) should the Bank, in its absolute discretion, consider that there is a more appropriate channel. 2.7 The Bank does not guarantee or represent that it will respond to messages or act on instructions sent via Secure within a particular time frame. Any indication of a time frame given in response to a Secure will not be binding on the Bank. The Customer should use other more appropriate channels if instructions or messages are time critical. The Customer should contact the Relationship Manager with whom it usually deals in order to discuss alternative channels. 3 Use of the Corporate Markets Website and Secure 3.1 The Bank grants to the Customer a non-exclusive, royalty-free licence to use the Corporate Markets Website and Secure subject to the following terms: The Customer may permit Authorised Users to use the Corporate Markets Website and Secure and shall be responsible for all use made of the Corporate Markets Website and Secure by Authorised Users as if such use was by the Customer itself; Except in respect of information provided by the Customer, the Customer shall obtain no rights whatsoever (including but not limited to Intellectual Property Rights) in the Corporate Markets Website or in any data input into, or processed by the Corporate Markets Website, all such rights vesting in the Bank and its associates and third party suppliers. 3.2 The Customer shall not, without the prior written agreement of the Bank, create links from any generally accessible website to any part of the Corporate Markets Website other than the homepage or cause the Corporate Markets Website to appear in any form (whether by framing or otherwise) other than the form intended by the Bank. 3.3 The Customer acknowledges that the Bank may, from time-to-time, modify the Corporate Markets Website or use new versions or releases of the hardware and software used to provide the Corporate Markets Website. The Bank shall be under no obligation to continue to provide any prior versions or releases of the Corporate Markets Website or such hardware or software and the Customer shall be responsible for all activities necessary to ensure its computer systems remain compatible with such new modifications, versions or releases. 3.4 The Customer shall not remove, destroy or alter any proprietary markings, confidential legends or any trade marks, trade names or brand names placed upon or contained within any material downloaded from the Corporate Markets Website. Page 5 of 8

6 4 Charges Secure agreement 4.1 As at the date of this Agreement, there are no Charges payable by the Customer for Secure If the Bank introduces any Charges or increases the Charges, the Bank will give the Customer at least 30 days written notice before the change takes effect. The Customer will be notified of such changes by sent to the Service Administrator. At any time up to 60 days from the date of the notification, the Customer may without notice terminate this Agreement without having to pay extra charges or interest for doing this. 4.3 To avoid any doubt, please note that the word Charges as used in this Agreement only applies to the Bank s charges for providing Secure to the Customer. It does not apply to any charges for particular banking or other services which are provided to the Customer (via Secure or otherwise) and which will be subject to separate terms and charges governing the use of those particular services. 5 Warranties and undertakings 5.1 Each party warrants and represents that to the best of its knowledge, information and belief it has all the rights which are requisite to enable it to enter into this Agreement and to perform its obligations under this Agreement without infringing the rights of any third party. 5.2 The Customer warrants and represents that the information provided by the Customer in the Service Registration Form is accurate, complete and up to date and, for the purposes of this Clause 5.2, references to information provided by the Customer include information provided by its Service Administrator, Service Auditor (if applicable) and Authorised Users. 5.3 Other than the warranties expressly stated above, the Bank makes no express or implied warranties relating to the Corporate Markets Website or Secure or any other deliverables or activities arising out of or connected to this Agreement including, but not limited to, warranties of merchantability, satisfactory quality or fitness for purpose. 5.4 The Customer agrees and acknowledges that: the Bank and its sub-contractors shall have the right to monitor the usage by the Customer of Secure for the purposes of providing Secure , billing, ensuring that the Customer complies with its obligations under the Agreement, identifying products and services which might be suitable for the Customer and updating its records about the Customer; the Bank may temporarily suspend or take off line the Corporate Markets Website (which would include Secure ) from time-to-time for maintenance work, repair or improvement of its facilities (although the Bank will, where it is reasonably practicable to do so, give reasonable prior notice of any planned maintenance work); and the Bank has a right to suspend Secure at any time without notice to the Customer due to reasons beyond the reasonable control of the Bank or if the Bank considers that Secure is in any way being abused. 6 Security and passwords 6.1 To register for Secure , the Customer must first complete and sign a Service Registration Form in accordance with the Electronic Banking clause of the Customer s existing bank mandate or in accordance with a specific Electronic Banking board resolution and the Customer shall appoint at least one individual, to act as its Service Administrator and (if it so requires) its Service Auditor. Details of the registration procedure shall be provided to the Customer. 6.2 If the Customer registers for any Lloyds TSB Corporate service which provides access to Secure as part of that service, the Service Administrator(s), Authorised User(s) and Service Auditor for those services will also perform those roles in relation to Secure and their roles will be added or removed when they are added or removed in relation to that service (provided that if they have those roles for more than one service they will continue until they are removed from all relevant services). 6.3 If the Customer has not registered for any other Lloyds TSB Corporate service or if the Customer wishes to appoint Service Administrator(s), Authorised User(s) or a Service Auditor who are different to those registered for such other service then the Customer will need to register for Secure separately. 6.4 The Service Administrator shall be responsible for the control of the Service Auditor (if appointed) and all Authorised Users. The Service Administrator shall have the right to suspend or remove the Service Auditor and/or any Authorised Users from accessing or using Secure and shall be responsible for ensuring that any changes to the identity of the Service Auditor and/or each Authorised User shall be notified to the Bank accordingly. 6.5 The Bank shall notify the Service Administrator as and when a user has applied to be a Service Auditor or an Authorised User of the Customer. It is the responsibility of the Service Administrator to verify the identity of such user and to confirm its approval to such registration, by logging onto the Service Administrator inbox within the Corporate Markets Website and approving such user, before the Bank accepts such user as a Service Auditor or an Authorised User. Once the Service Administrator has approved such user s registration, the Service Auditor and/or Authorised User will be notified that they can use Secure The Customer shall be responsible for ensuring that each of the Service Administrator, the Service Auditor and the Authorised Users comply with all applicable security procedures and in particular shall ensure that all usernames and passwords are kept secure and confidential. The Customer shall immediately notify the Bank of any breach of this Clause 6.6 and/or if the Customer becomes aware of or suspects that a breach of security has taken place. 6.7 If the Customer wishes to appoint an additional Service Administrator or replace any Service Administrator, it may do so by specifying the date from which such appointment or replacement is effective or advising the name of the outgoing Service Administrator by letter (sent by first class post) to the Bank s E- Operations, Charlton Place (CP2), Charlton Road, Andover, Hants, SP10 1RE. This letter must be signed by the Customer in accordance with the Electronic Banking clause of the Customer s existing bank mandate or in accordance with a specific Electronic Banking board resolution. The Customer must also submit the relevant appointment form duly completed and signed by both the additional or new Service Administrator and the Customer in accordance with the Electronic Banking clause of the Customer s existing bank mandate or in accordance with a specific Electronic Banking board resolution. 6.8 The Customer accepts that the Bank uses a very high level of encryption which may be illegal in jurisdictions outside of the UK, Jersey, Guernsey and Isle of Man (Permitted Jurisdictions). It is the Customer s responsibility to ensure that, if outside the Permitted Jurisdictions, its ability to use Secure is permitted by local law and the Bank shall not be liable for any loss or damage suffered by the Customer as a result of not being able to use, or being prosecuted for using, Secure in these jurisdictions. 6.9 For the avoidance of doubt, the Bank is entitled to assume that a message which is sent from the account of an Authorised User has been sent by the individual identified as the Authorised User during the registration process. The Customer agrees to ensure that Authorised Users comply with the security procedures set out in the User Guide. 7 Confidentiality 7.1 The Bank and the Customer agree and undertake that during this Agreement and thereafter each party will keep confidential and will not use for its own purposes or without the prior written consent of the other party, disclose directly or indirectly to any third party any information concerning the business and affairs of the other (including trade secrets and information of commercial value but for the avoidance of doubt not including the fact of this Agreement) which may become known to such party as a result of the performance of this Agreement unless such information: is public knowledge other than as a result of a breach of this clause; has been independently acquired from a third party without restriction on disclosure; or is required to be disclosed by reason of law, regulation or for the purposes of litigation by or against either party. Each party undertakes to the other to take all steps as shall from time-to-time be necessary to ensure compliance with the provisions of this clause by its Authorised Users, employees, agents and sub-contractors. However, nothing in this Agreement shall prevent the Bank from disclosing information to its subcontractors and/or any of the Lloyds TSB Banks for the purposes of the Bank fulfilling its obligations under this Agreement. Page 6 of 8

7 8 Access Secure agreement The Customer shall not seek to obtain, and shall not obtain, any unauthorised access to any computer system of the Bank or its sub-contractors including (without limitation) any software, hardware or firmware. 9 Limitation of liability 9.1 The Bank shall not be liable for any loss, damage, injury, interruption, delay or non-performance arising out of: causes beyond the Bank s control, including: fire, storm, flood or acts of God; or strikes or other labour disputes (even if they involve the Bank s employees); or explosion, war, riot or other civil disturbance; or any intervention by government or other authority; or the failure or fluctuation of any power supply; or the use by the Customer of software, which may compromise the security and control of access to Secure from the Customer s computers; use of Secure in a way or for a purpose not recommended, authorised or intended by the Bank; or in contravention of any law or regulation. 9.2 The Bank shall not be liable for any consequential or indirect losses, loss of profits, loss of business, loss of goodwill or any form of special damages whatsoever and howsoever arising and whether such liability was reasonably foreseeable or not and whether or not the Bank has been advised of the possibility of such loss being incurred. 9.3 Without prejudice to any other provision of this Agreement, the Bank shall not be liable for any loss, damage, injury, interruption, delay, loss of data or nonperformance howsoever caused or arising save to the extent that: the same is caused directly by the fraud, breach of this Agreement or negligence of the Bank, its servants or agents; and in the case of claims arising from breach of this Agreement or negligence, the Bank shall only be liable for direct losses and the total aggregate liability of the Bank to the Customer in any given Year in respect of all claims arising out of or in connection with this Agreement shall not exceed the greater of 1,000 or the total amount of Charges actually paid by the Customer to the Bank for Secure during the Year and Year shall mean a period of 12 calendar months prior to the liability arising or such lesser period as this Agreement has been in effect. 9.4 The Bank will not be bound by any representation or warranty given by an employee or agent of the Bank in connection with Secure unless it has been confirmed in writing by someone who is authorised to make such representations or warranties on the Bank s behalf. 9.5 The Customer hereby agrees to indemnify the Bank against any loss or damage and any claims, actions, proceedings, costs or expenses suffered or incurred by the Bank by reason directly or indirectly of: (a) (b) the Customer s employees, servants, agents or representatives negligence or failure to act in accordance with the User Guide, or the terms of this Agreement; or the Bank acting in accordance with the terms of this Agreement. 9.6 The Customer confirms that it is its responsibility to keep the list of Authorised Users up to date. 9.7 Neither party excludes or limits liability to the other in respect of death or personal injury caused by the negligence of the other or in respect of any fraudulent misrepresentation. 10 Termination 10.1 This Agreement may be terminated with immediate effect by notice in writing: by either party if the other commits a material breach of any term of this Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of receipt of a written request to remedy the same; or by the Bank if the Customer uses Secure in a manner which the Bank (in its reasonable opinion) considers offensive including (but not limited to) where an Authorised User uses abusive, foul or derogatory language in a message sent via Secure This Agreement may be terminated in accordance with Clause 1.4 and Clause 4.2 above and Clause 13.1 below Either party may terminate this Agreement by giving 30 days notice in writing to the other party Termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect any provision which is intended to apply after such termination. The provisions of clauses 4, 6, 7, 8, 9, 12, 13.3, 13.5, 13.6, 13.7, 13.8, 13.9, 13.10, and shall survive termination of this Agreement. 11 Event of Force Majeure 11.1 Neither party shall be liable for any breach of its obligations under this Agreement resulting from an Event of Force Majeure Each party agrees to notify the other immediately upon becoming aware of an Event of Force Majeure to which Clause 11.1 applies, such notice to contain details of the circumstances giving rise to the Event of Force Majeure If any Event of Force Majeure subsists for a period of 30 days or more, the Customer may, by giving written notice to the Bank, terminate this Agreement with immediate effect. 12 Data protection 12.1 All personal data provided by the Service Administrator, the Service Auditor and all Authorised Users shall only be used in relation to the provision of Secure e- mail by the Bank to the Customer and in particular, unless the parties otherwise agree, any contact by the Bank with the Customer in relation to Secure shall be by Secure to the Service Administrator or by to the Service Administrator using the address provided by such Service Administrator. The Customer shall ensure that the Service Administrator, the Service Auditor and all Authorised Users, in respect of whom data is provided to the Bank by the Customer, have consented to such use The Customer shall comply with all relevant data protection and privacy laws applicable to the use by the Customer of Secure General provisions 13.1 Subject to Clause 4 above, the Bank may, at its discretion, change the terms of this Agreement. Changes will typically (but not exclusively) be in order to: comply with legal, fiscal or regulatory requirements; rectify errors, omissions, inaccuracies or ambiguities; take account of any corporate reorganisation within the Lloyds TSB group of companies; and reflect alterations in the scope and nature of the service which the Bank is able to provide to the Customer under this Agreement in accordance with the Bank s systems capabilities and routines and having regard to market practice and overall customer demand. If the change is to the Customer s disadvantage, the Bank will give the Customer 30 days written notice before the Bank makes the change. At any time up to 60 days from the date of the notification, the Customer may without notice terminate this Agreement without having to pay extra charges or interest for doing this. If a change is not to the Customer s disadvantage the Bank may make a change immediately and tell the Customer about it in writing within 30 days. If the Bank has made a major change, or a large number of minor changes in any one year, the Bank will give the Customer a copy of the new terms and conditions or a summary of the changes. All such notification will be given to the Customer by or Secure to the Service Administrator The Customer acknowledges that the Bank may sub-contract any one or more of its activities under this Agreement to any one or more of the Bank s subcontractors The failure of either party to enforce (or delay in enforcing) any term of this Agreement shall not be regarded as a waiver of such rights and shall not prevent either party from subsequently enforcing such rights that it has under this Agreement. Page 7 of 8

8 Secure agreement 13.4 Other than in relation to notices regarding changes to the Service Administrator (which are dealt with by Clause 6.7), and unless otherwise agreed by the parties, any notice to be given under this Agreement shall be delivered to, where the Bank is the receiving party, LTSB, E-Operations, Charlton Place (CP2), Charlton Road, Andover, Hants, SP10 1RE. Customer is the receiving party, to the Service Administrator by Secure or via the address which has been notified in the Service Registration Form or such other address of the Service Administrator as notified to the Bank. Any notices containing any confidential information shall be delivered or sent by first class post to the Customer s registered office or by Secure to the Service Administrator This Agreement sets out the entire agreement and understanding of the Bank and the Customer and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement, except in respect of fraudulent misrepresentation If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement that shall remain in full force and effect If there are two or more persons comprised in the expression the Customer then the undertakings and liabilities of the Customer under this Agreement shall be joint and several undertakings and liabilities of each of them and shall be construed accordingly and reference herein to Customer shall mean any one or more of them If the Customer is a partnership then this Agreement shall continue in full force and effect and continue to bind each of the partners comprising the Customer notwithstanding any change in the name, style or constitution of the Customer whether by the death or retirement of a partner or partners in the Customer or the introduction of a new partner or partners into the Customer or otherwise This Agreement may not be assigned by the Customer without the prior written consent of the Bank, which shall not be unreasonably withheld or delayed. The Bank shall have the right to assign, transfer or novate this Agreement to any third party on providing the Customer with 30 days notice This Agreement shall not give any third party any enforceable right of action or benefit and the Contracts (Rights of Third Parties) Act 1999 is therefore hereby excluded If any dispute arises out of this Agreement, the parties shall refer such disputes in the first instance to mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure This Agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English courts The Bank may record or monitor phone calls with the Customer in case the Bank needs to check that it has carried out the Customer s instructions correctly and to help improve the Bank s quality of service. 14 Complaints We aim to provide the highest level of customer service possible. However if You experience a problem We will always seek to resolve this as quickly and efficiently as possible. A copy of Our complaint procedures is available on request from Your relationship manager or any of Our Corporate Banking offices. The complaints procedures are also on Our website com/corporatemarkets. 15 Customers of Lloyds TSB Scotland and Lloyds TSB Offshore Limited 15.1 This Clause 15 applies if the Customer s accounts are held with Lloyds TSB Scotland plc or Lloyds TSB Offshore Limited In order for Lloyds TSB Scotland plc or Lloyds TSB Offshore Limited (as appropriate) to provide Secure to the Customer, Lloyds TSB Scotland plc or Lloyds TSB Offshore Limited (as appropriate) has entered into arrangements with Lloyds TSB Bank plc. The Customer acknowledges that Secure is provided by Lloyds TSB Bank plc in the United Kingdom on behalf of Lloyds TSB Scotland plc or Lloyds TSB Offshore Limited (as appropriate) to the Customer and that instructions in connection with the operation of Secure will be provided by the Service Administrator(s), Service Auditor, Authorised User(s) and others acting on the Customer s behalf directly to Lloyds TSB Bank plc in the United Kingdom The Customer agrees and acknowledges that it has no direct or indirect contractual relationship with Lloyds TSB Bank plc with respect to Secure and that the Customer is contracting with Lloyds TSB Scotland plc or Lloyds TSB Offshore Limited (as appropriate) with respect to Secure The Customer authorises Lloyds TSB Scotland plc or Lloyds TSB Offshore Limited (as appropriate) to disclose to Lloyds TSB Bank plc and Lloyds TSB Bank plc to obtain from Lloyds TSB Scotland plc or Lloyds TSB Offshore Limited (as appropriate) such information relating to any of its accounts (including information stored on any database) which Lloyds TSB Bank plc acting in its absolute discretion deems appropriate to enable it to provide Secure to the Customer The Customer confirms that when it gives Lloyds TSB Offshore Limited information about another person including for the avoidance of doubt, any of the Service Administrator(s), Service Auditor, Authorised User(s) or others acting on its behalf, those individuals have appointed the Customer to act for them to consent to the processing of their personal data for the purposes of the performance of this agreement and to the transfer of their information abroad and to receive on their behalf any data protection notices In relation to accounts held with Lloyds TSB Offshore Limited: The Customer acknowledges that the United Kingdom financial ombudsman service is not available to it. Lloyds TSB Offshore Limited has internal procedures for handling customer complaints fairly and speedily. Details of these procedures will be provided to the Customer by Lloyds TSB Offshore Limited upon request. Please contact your relationship manager if you d like this in Braille, large print or on audio tape. We accept calls made through RNID Typetalk. We may monitor or record phone calls with you in case we need to check we have carried out your instructions correctly and to help improve our quality of service. Lloyds TSB Corporate Markets is a trading name of Lloyds TSB Bank plc. Lloyds TSB Bank plc Registered Office: 25 Gresham Street, London EC2V 7HN. Registered in England and Wales no Lloyds TSB Scotland plc Registered Office: Henry Duncan House, 120 George Street, Edinburgh EH2 4LH. Registered in Scotland no Authorised and regulated by the Financial Services Authority and signatories to the Banking Codes. Lloyds TSB Offshore Limited Registered Office: PO Box 160, 25 New Street, St Helier, Jersey JE4 8RG. Registered in Jersey no Licensed by the Jersey Financial Services Commission to conduct banking, investment and general insurance mediation business. The Guernsey branch of Lloyds TSB Offshore Limited is licensed to conduct banking, investment and insurance business by the Guernsey Financial Services Commission under the Banking Supervision (Bailiwick of Guernsey) Law 1994, the Protection of Investors (Bailiwick of Guernsey) Law 1987 and the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law The Isle of Man branch of Lloyds TSB Offshore Limited is licensed by the Financial Supervision Commission to conduct banking and investment business and is registered with the Insurance and Pensions Authority in respect of General Business. Issue date: December 2006 Page 8 of 8

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