Bacstel - Direct Submitters Terms and Conditions
Contents
1. 1 if You are a Direct Submitter or an In House Bureau specifies an Account security procedures these Terms and Conditions the PKI Customer Agreement and maintained by You as the account to be debited or credited or any other Bank Bacs advised procedures set out in the User Guides 3 1 2 if You are a Grade 3 User specifies an Account maintained by You in respect of 4 5 You shall ensure that all Contacts check the information and data provided through which a contra instruction exists which substitutes for that Account an account the Service If any such information or data is incorrect or incomplete You must ensure held by the Office of Her Majesty s Paymaster General with the Bank of England that We are informed of this by following the advised Bank procedures as the account to be debited or credited or 4 6 You shall notify Us without delay by calling the Lloyds Bank Bacstel IP helpdesk at any 3 1 3 makes changes to the details held on the Reference Database about or time if You become aware of or suspect associated with an Account or provides access to any other information held by Bacs relating to that Account including without limitation any 4 6 1 any breach of or non compliance with these Terms and Conditions PKI information relating to the processing of payments made or to be made to or Customer Agreement or the Service Requirements by any Contact or other from that Account person within Your Organisation or where You are a Commercial Compu2. Bacs Confidential Information 6 2 1 to the extent necessary to comply with these Terms and Conditions 6 2 2 toa third party to the extent that this is required by any court of competent jurisdiction or by a governmental authority or regulatory authority or that a disclosure is legally required and or 6 2 3 where You are able to do so without breaching any legal or regulatory requirements in which event You will give the owner of the Bacs Confidential Information in question written notice as soon as reasonably practicable of the intended disclosure These obligations do not apply to information which 6 3 1 You can show was known by You before You received such information or learned of the same under or in connection with Bacstel IP or any payment clearing or other scheme run by Bacs and had not previously been obtained under an obligation of confidence or 6 3 2 isin or comes into the public domain and has not come into the public domain through a breach of these Terms and Conditions or any other confidentiality obligation or 6 3 3 You can show was independently developed by You or 6 3 4 is disclosed to You without restriction and without breach of any obligation of confidentiality by a third party who has the right to make such disclosure Where You cease to participate in Bacstel IP or any payment clearing or other scheme run by Bacs You shall not be entitled to keep any Bacs Confidential Information except to the extent
3. Reference Database in relation to the holder of the Digital Certificate used to Sign such Transmission Digital Certificates can only be revoked in accordance with the procedure advised in he User Guides provided All Bacstel IP Transmissions submitted using ASM shall have the same legal effect validity and enforceability as if such Bacstel IP Transmissions had been in written rather than in electronic form provided that each party wishing to rely on such Bacstel P Transmissions has complied with the procedures relating to the use of ASM in the Service Requirements You shall not challenge the legal effect validity and enforceability of a Bacstel IP Transmission including in relation to this Section 13 7 any transmission that purports o be a Bacstel IP Transmission on the basis that a such Bacstel IP Transmission is in electronic rather than written form or b the Bacstel IP Transmission constitutes a breach by You of these Terms and Conditions Suspension Withdrawal or Termination We may suspend or terminate or withdraw or cease to provide the Service to You 14 1 1 on 30 days written notice to You or 14 2 14 3 14 4 14 5 14 6 15 15 1 16 16 1 16 2 16 3 16 4 16 5 14 1 2 with immediate effect in any of the following circumstances a if Bacs has suspended or withdrawn its authorisation for the Service or ASM to be used in connection with Bacstel IP or b where We consider it
4. as a consequence thereof but if We are promptly notified of any incorrect instruction We will make reasonable efforts to recover the funds and shall be entitled to make a charge for such activity For procedures in relation to Transmissions sent in error please refer to the relevant Section of the Bacstel IP Service User Guide We may if We think it is justified decline to validate an instruction and insist on written confirmation of that instruction from an Authorised Signatory You may submit instructions for a Transmission at any time but instructions will be processed only on Business Days during the operational hours referred to in the Bacstel IP Service User Guide Confidentiality You shall keep any Bacs Confidential Information which You receive confidential at all times and shall not 6 1 1 use such Bacs Confidential Information or any part of it for any purpose other than its use in Bacstel IP or any payment clearing or other scheme run by Bacs nor 6 1 2 disclose such Bacs Confidential Information or any part of it to any person other than to those employees agents contractors or any member of Your Organisation to whom disclosure is necessary for their use of Bacstel IP or any payment clearing or other scheme run by Bacs provided that You ensure that such persons to whom Bacs Confidential Information is disclosed are at all times subject to and maintain this obligation of confidentiality You are entitled to disclose the
5. may be found at www lloydsbankcommercial com contactus Governing law These Terms and Conditions and any non contractual obligations arising out of or in connection with Our agreement with You shall be governed by English law and You submit to the exclusive jurisdiction of the English courts Definitions To help Your understanding of wording or phrases used in these Terms and Conditions We include these definitions for Your assistance Account means an account with the Bank nominated by an Organisation for Bacstel IP transaction payments and receipts This account may be an individual account or a group account Administration means the facility provided through Bacstel IP to allow Contacts depending on their granted privileges to set up new Contacts allocate Contact access rights amend Contacts details amend Contacts access rights and suspend or delete a Contact s authority Alternative Security Method ASM means Service using a Contact ID and Password to anon PKI based method of accessing the provide secure access to low risk functions on the Bacs payments services web channel e g accessing reports maintaining non sensitive reference data Applicable Requirements means any requirements in relation to Your use of the Service advised by Bacs in any form whether in paper or electronic copy or given verbally from time to time including any guidelines set out in instruction material
6. that You are required to do so in order to comply with any Applicable Requirements or to maintain a record of Transmissions or any other materials relating to Your participation in Bacstel IP The provisions of these Terms and Conditions continue to apply to You for so long as You retain any such Bacs Confidential Information You agree to keep confidential all copies of the Software and the Information You agree to 6 6 1 secure and protect all copies of the Software and the Information in a manner consistent with Your obligations under these Terms and Conditions and 6 6 2 take appropriate action in order to satisfy Your obligations under these Terms and Conditions by instruction or agreement with Your employees temporary employees consultants or other third parties who are permitted access to such Software and or the Information You agree to notify Us immediately of the occurrence of and the circumstances surrounding any unauthorised use possession or knowledge of all or any part of any Software or Information which becomes known to You The provisions set out in these Terms and Conditions are in addition to and not in substitution for all other confidentiality obligations between You and Us Bacs and or any member of Bacs and any software provider 7 Teil 7 2 8 2 8 3 8 4 8 5 8 6 8 7 8 8 9 1 92 10 11 11 1 Z n3 11 4 12 121 Data protection The Bank and You shall at all times compl
7. the Reference Database by the member of Bacs that sponsored such Service User All customers use the Digital Identification Service or ASM with other products or services offered by 3 6 If You have been authorised by Us to use the Alternative Security Method ASM to the Bank these may be subject to additional terms and conditions access the Bacs System via the Service You may use ASM to access and collect reports and modify certain reference data on the Bacs System 2 Customers of Lloyds Bank International Limited 3 7 Youshall not be permitted to use ASM to access and collect reports from the Bacs 2 1 Ifthe bank that holds the Account You access via the Service and which has System in Your capacity as Service User pursuant to Section 3 6 except via a Contact contracted to provide the Service is Lloyds Bank International Limited You who is authorised to use ASM acknowledge that the Sponsoring Bank will fulfil all performance obligations in respect of the Service on its behalf and that accordingly all instructions and communications 3 8 You shall not and shall ensure that Contacts shall not use Keys Digital Certificates from You and any others acting on Your behalf in connection with the use of the Smart Cards Software or other item supplied to You for use in connection with the Service must be directed to the Sponsoring Bank Service for any unlawful purposes 2 2 You agree that Your contractual relationship in connection with the supply
8. Key can only be verified with the associated Public Key es Terms amp Conditions continued PKI Customer Agreement means an agreement between You and Us relating to the access and use by You of the Digital Identification Service A copy of it can be found at www lloydsbankcommercial com corporate terms lloydsbank pki agreement or such other address as We may specify from time to time Private Key means a cryptographic key used in PKI which must be kept private to the Contact and which has an associated Public Key In Bacstel IP the Private Key is used for Signing Public Key means a cryptographic key used in PKI which is contained in the Digital Certificate and which is associated with a specific Private Key In Bacstel IP the Public Key is used for signature verification purposes Reference Database means the database held by Bacs which records details input by Bacs the Bank and the Organisation as the case may be about the Organisation including without limitation the levels of authorisation and permission in relation to Transmissions submitted to Bacs by the Organisation as part of Bacstel IP Service means facilitation of access provided to the Bacs System for the purposes of submitting Bacstel IP Transmissions directly to the Bacs System using the Digital Identification Service or ASM Service Requirements means the guidelines relating to the use of the Service issued by Us and Bacs from time to time including the Ins
9. Terms and Conditions for i Bacstel IP LLOYDS BANK Direct Submitters For Corporate customers only Terms amp Conditions 1 Introduction 1 1 These Terms and Conditions in conjunction with the Digital Identification Service set out Your rights and obligations in connection with Your use of the Service as a Direct Submitter In House Bureau Grade 3 User Multi Banked Customer or Commercial Computer Bureau The Terms and Conditions which apply to You will differ depending on which of these categories applies to Your Organisation These Terms and Conditions in conjunction with the Digital Identification Service are legally binding so You should read them carefully before You agree to them 3 3 Where another bank is providing the security credentials to access the Bacstel IP service We agree to settle payments associated with Transmissions submitted by You using such other Bank s Bacstel IP service as We may from time to time agree from Your Account provided that You have entered into a mandate agreement with Us to enable Us to operate Your Account in accordance with among other things instructions issued by way of such Transmissions Commercial Computer Bureaux 3 4 You shall and shall ensure that Contacts only use the Service in connection with Bacs 1 2 These Terms and Conditions replace all earlier Terms and Conditions relating to the for submitting Transmissions directly to Bacs or for collecting reports from Bacs on provisi
10. acts of God expropriation or confiscation of facilities any form of war hostilities rebellion terrorist activity local or national emergency sabotage or riots floods fires explosions or other catastrophes or natural disasters Our compliance with any law or governmental order rule regulation or direction or failure of equipment software or communications networks or other circumstances affecting the supply of goods or services Page 2 of 6 12494 CORP 0913 one Terms amp Conditions continued 122 12 4 13 13 1 13 4 14 14 1 Our entire liability to You in contract tort including negligence misrepresentation restitution or otherwise arising out of the performance or contemplated performance of the agreement between You and Us and or Your use of the Service in any period of 12 months or such lesser period as the agreement has been in force up to the date when the liability was incurred shall not exceed a the amount if any necessary to reimburse You in respect of any transaction as required by law plus b the amount of the fees paid by You for the Service in respect of that period or the sum of 5 000 whichever shall be the greater You must compensate Us for any loss We suffer as a result of You breaching any of these Terms and Conditions or allowing any Contact to do so Without prejudice to Our liability in no event shall We or any of Our licensors be liable for any special indirect incidental conseq
11. ade by a Primary Security Contact performing processing of payments made or to be made to or from that Account and or Administration You will inform Us in writing of any changes that We need to make Nominated Account Page 1 of 6 12494 CORP 0913 ona Terms amp Conditions continued 5 3 54 5 5 5 6 a 6 2 6 3 64 6 5 6 6 6 7 You agree that any Contact may validly give instructions electronically through the Service in connection with any Service User Number or Account or a bank account with another member of Bacs where relevant which You have authorised that Contact to access through the Service and You acknowledge that Bacs will act on such instructions The Bank shall be entitled to rely on and the Customer shall accept full liability for any Bacstel IP Transmission Signed using a Private Key and Digital Certificate issued by the Digital Identification Service to the Customer provided that 5 4 1 the Digital Certificate used to Sign such Bacstel IP Transmission is valid has not expired has not been revoked or suspended 5 4 2 the Bacstel IP Transmission does not contravene the levels of authorisation and permission set out in the Reference Database in relation to the relevant Service User whose Contact has used its Digital Certificate to Sign such Bacstel IP Transmission If an instruction is found by You to have been incorrect We will not be liable for any loss damage or expense whatsoever incurred
12. appropriate to do so in order to protect the security integrity or reputation of Bacstel IP or c where in Our opinion You are in breach of any provision of these Terms and Conditions including without limitation any breach of the Service Requirements or any other arrangement with Us or You have caused an unauthorised overdraft or d You have given Us notice under Section 4 6 above or e where i You become unable to pay Your debts within the meaning of Sections 123 or 268 of the Insolvency Act 1986 or any amendment to or re enactment of such legislation or ii a resolution is passed or a petition is presented for Your winding up or iii You compound with or enter into any arrangements with creditors or iv areceiver or administrator is appointed over any of Your property or assets or an administration application is presented or made for the making of an administration application order or anotice of intention to appoint an administrator is issued or anotice of appointment of an administrator is filed with the court or v You are dissolved or become bankrupt or vi any action is taken in any jurisdiction which is similar or analogous to any of the events set out in this Section 14 1 2 e or vii in the case where payments are made under a credit line there is in Our reasonable opinion a significantly increased risk that You may be unable to fulfil Your obligation to pay f If You fail to mainta
13. eive Transmissions including without limitation data relating to the import or export of any equipment software or technology Overseas dispatch of the Smart Card We maintain the right not to dispatch Smart Cards and or any security and Instructional Materials to addresses outside the United Kingdom Introduction of viruses You shall use all reasonable care including without limitation the use of up to date Virus checking software to prevent the introduction of any Viruses into or any Virus contamination including cross contamination of any Transmissions or the Service or any ASM or PKI based service used by any other participant to access Bacstel IP or any Bacstel IP related hardware or software Liability for loss Subject as otherwise provided in these Terms and Conditions We are only liable for direct losses to You and then only if caused by Our negligence or deliberate default We will not be liable for indirect or consequential loss We will not be liable for any loss liability or cost arising as result of the acts or omissions of any person who is not party to the agreement between You and Us Examples where We are not liable include 12 1 1 incompatibility between Your System and the Service or the Software 12 1 2 anything beyond Our reasonable control that disrupts the Service or causes Your instructions to be delayed or not acted upon including but not limited to any abnormal or unforeseeable circumstances
14. erms and Conditions Payment Services Regulations The Payment Services Regulations 2009 as amended or supplemented from time to time shall apply to this agreement except that all the provisions contained in those Approved Software means software which Approved Software Service has been approved through the Bacs ASM Contact means a Contact who accesses the Service via the ASM Authorised Signatory means an authorised signatory on one or more Accounts who is designated by the Organisation under an authority or mandate given by the Organisation to the Bank as having authority to apply for the Service on behalf of the Organisation and appoint other Contacts Bacs means Bacs Payment Schemes Limite any successor entity or entities thereof d and or VocaLink as appropriate and Bacs Confidential Information means all information of Bacs and any member of Bacs which is disclosed or made available to You in connection with or for the purposes of using Bacstel IP and the Service and which is by its nature confidential is designated as confidential by the p relates or arty who discloses it or to whom it You know or ought reasonably to know is confidential including without limitation information relating to any customer of the Bank or any member of Bacs any person to whom the Bank or any member of Bacs provides a service or any customer of such a person information relating
15. f the Service with immediate effect and without having to pay any extra charges for doing this If the change is not to Your disadvantage We may make the change immediately and tell You about it in writing within 30 days If We have made a major change or a lot of minor changes in any one year We will send You a copy of the new Terms and Conditions or a summary of the changes or direct You to the Commercial Banking website www lloydsbankcommercial com where the latest Terms and Conditions and or a summary of the changes are posted Copies of the latest documents comprising these Terms and Conditions and all other documents and material referred to herein are available to You on request from Your relationship manager and at www lloydsbankcommercial com The validity of these Terms and Conditions We have made every attempt to ensure the fairness of these Terms and Conditions If any part proves not to be legally valid because it is unfair it will not affect the rest and We are entitled to treat that term as changed in a way that makes it fair and valid Assignment and third party rights We may transfer any and all of Our rights and duties under these Terms and Conditions The Sponsoring Bank shall be entitled to enforce any provisions of these Terms and Conditions but otherwise a person who is not a party to these Terms and Conditions shall have no right under the Contracts Rights of Third Parties Act 1999 to enforce any provision of these T
16. ike this in Braille large print or on audio tape We accept calls via Text Relay 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 Bank plc Registered Office 25 Gresham Street London EC2V 7HN Registered in England and Wales no 2065 Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority Lloyds Bank International Limited Registered Office and principal place of business PO Box 160 25 New Street St Helier Jersey JE4 8RG Registered in Jersey number 4029 Regulated by the Jersey Financial Services Commission We abide by the Jersey Code of Practice for Consumer Lending The Isle of Man branch of Lloyds Bank International Limited is licensed by the Isle of Man Financial Supervision Commission and registered with the Insurance and Pensions Authority in respect of General Business The Guernsey branch of Lloyds Bank International Limited is licensed to conduct banking investment and insurance intermediary business by the Guernsey Financial Services Commission under the Banking Page 6 of 6 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 2002 12494 CORP 0913
17. in an account with the Bank Upon any suspension or withdrawal of the Service in accordance with these Terms and Conditions 14 2 1 You shall not and shall ensure that Your employees contractors and agents shall not Sign or submit any Transmissions using the Service or use the ASM or HSM after such suspension or withdrawal unless and until in the case of a suspension such suspension is lifted by Us giving written notice to that effect to You and 14 2 2 You shall ensure that any hardware software or documentation issued by Us and Bacs is returned to Us or destroyed Subject to Clause 14 1 2 this Agreement may be terminated at anytime by You giving Us not less than 30 days notice Where any Contact ceases to be authorised by You to use the Service You will immediately arrange to remove that Contact from the Service and ensure the cancellation and destruction of their Smart Card Certificate Ending Your use of the Service will affect Your instructions in the following way if We have acted upon such instructions We will try to cancel them at Your request if it is reasonable and possible to do so Unless to do so would compromise reasonable security measures or is otherwise unlawful in any case where We suspend the Service or access thereto We will send You anotice giving Our reasons for doing so If We are unable to send You prior notice We will do so as soon as practicable thereafter When the reasons for suspension have ceased to
18. ing for the avoidance of doubt the Bank or a Service User as the case may be Contact ID means a unique alphanumeric identification code of up to 18 characters generated from a Contact s surname and a 6 digit number which is used for ASM with a Password Commercial Banking website means the website and associated services of the Bank appearing at www lloydsbankcommercial com or any other URL as the Bank may select Different Member Model applies where i You are a Commercial Computer Bureau which makes Transmissions using the Service ii You accept payment instructions relating to such Transmissions from Your customers in connection with their accounts with other members of the Bacs System and iii such payment instructions are not authenticated using the PKI service of such other members Digital Certificate means a data structure used in PKI to bind an individual as identified by the Distinguished Name to a Public Key the corresponding Private Key being securely owned by that individual A Digital Certificate is issued by a trusted certification authority For Bacstel IP Digital Certificates may be held on a Smart Card or an HSM Page 4 of 6 12494 CORP 0913 Digital Identification Service the access and use of the Public Key Infrastructure using the Software Hardware and Smart Cards and or HSM s provided to You by or on behalf of the Bank on separate terms and conditions Digital Signature means the result
19. n the English language Page 3 of 6 12494 CORP 0913 ios Terms amp Conditions continued 17 agil 172 17 3 18 18 1 18 2 18 3 19 20 21 22 23 24 About Our charges We will charge You fees for the Service and or Smart Cards monthly in arrears If We increase the fees or introduce a new fee or charge We will give You at least 30 days written notice before the change takes place We may debit those fees and charges from Your nominated current account or Your principal account if You fail to nominate one Details of Our charges are advised in Our sales brochure Our right to make changes to these Terms and Conditions We have the right to make changes to these Terms and Conditions at any time including changes to ensure compliance with legal or regulatory requirements to rectify errors or omissions or to take account of reorganisations within Lloyds Banking Group to change the scope of the Service to improve security or to take account of changes to systems Changes will be notified to You in writing by post or by email and in either case may direct You to the Commercial Banking website www lloydsbankcommercial com where details of the change are posted If the change is to Your disadvantage We will give You 30 days prior notice before We make the change You may by notice in writing to be received by the Bank no later than 60 days after the date of the Bank s notice terminate Your agreement for use o
20. of hashing data and encrypting the hash using a Contact s Private Key Successful verification of a Digital Signature using the Contact s Public Key provides a guarantee to a recipient that the signed file came from the person who sent it and that it has not altered since it was signed The signature is attached to the file or message before it is sent Direct Submitter means a Service User who submits Transmissions directly to Bacs via Bacstel IP and includes but is not limited to In House Bureaux Grade 3 Users Multi Banked Customers and Commercial Computer Bureaux Distinguished Name means a unique piece of information allocated to a Contact partly based upon the Contact s name which is held on the Contact s Digital Certificate This information is recorded on Bacstel IP when a Smart Card Certificate is registered DPA means the Data Protection Act 1998 Good Response means that the Digital Certificate is active i e that it has not been revoked or suspended Grade 3 User applies where Your Account is an account in respect of which a contra instruction exists which substitutes for that Account an account held by the Office of Her Majesty s Paymaster General with the Bank of England Hardware means the equipment used in the operation of the Service Hardware Security Module HSM means a hardware device used for the secure storage of data particularly PKI credentials such as Private Keys and Digital Certificates
21. of the 3 9 You shall not and shall ensure that Contacts do not use any service other than the Service will be with Lloyds Bank International Limited Service for submitting Transmissions to Bacs for your Service User Number s 2 3 The Sponsoring Bank may require the disclosure by Lloyds Bank International Limited 4 Security of information related to the Account including information stored on its database You authorise Lloyds Bank International Limited to disclose all such information as may 4 1 Before You can use the Service You must set up Your own appropriate security be requested by the Sponsoring Bank in pursuance of the supply of the Service to You procedures in accordance with the Bacstel IP Service User Guide 3 Use of the Service 4 2 You are responsible for ensuring that each Contact complies with the security procedures set out in the User Guide these Terms and Conditions and the PKI Direct Submitters In House Bureaux and Grade 3 Users Customer Agreement at all times 3 1 You shall and shall ensure that Contacts only use the Service in connection with Bacs 4 3 You acknowledge that We or Our licensors own all Digital Certificates and Smart Cards for submitting Transmissions directly to Bacs or for collecting reports from Bacs for issued to You including accompanying technical specifications and service marks Your own Service User Number s which 44 Youare responsible for ensuring that each Smart Card user complies with your own 3 1
22. on of the Service and are in addition to the Terms and Conditions that apply to behalf of 1 2 1 Your accounts with Us and 3 4 1 inthe Multi Certificated Commercial Bureau Model any Service User authorised by Us where the Account is with Us or 1 2 2 the banking services that We provide 3 4 2 inthe Thin Client Model any Service User authorised by any other member of 1 3 If there is a conflict these Terms and Conditions will prevail Bacs where that Service User always signs the relevant Submission itself or 14 All Instructional Materials provided to You by Us and Bacs form part of these Terms 3 4 3 inthe Different Member Model any Service User authorised by any other and Conditions member of Bacs to submit Transmissions to You pursuant to Section 3 5 below which specifies an account maintained by such other Service User with such 1 5 You must ensure all Contacts within Your Organisation comply with the User Guides other member as the account to be debited or credited and the PKI Customer Agreement 3 5 You may process for any other Service User Transmissions submitted to You using 1 6 Section 24 of these Terms and Conditions sets out the meaning of the various capitalised terms used in these Terms and Conditions 1 7 You may not use the Digital Identification Service or ASM for use with any other product or service without the prior written consent of the Bank Where You wish to the Service provided that such Service User has been registered on
23. plications and rights to apply for or for the protection of any of the foregoing Keys means the Private Key and the Public Key Lloyds Banking Group means Lloyds Banking Group plc and its subsidiaries for the time being Multi Banked Customer applies where You have Bacs System settlement accounts at more than one bank Multi Certificated Commercial Bureau Model means the model where a Commercial Computer Bureau i makes Transmissions to or collects reports from Bacs using the Service where the Transmission specifies an Account and ii uses a digital certificate obtained through a service provided by another member of the Bacs System where the Transmission specifies an account held with such other member Nominated Account an account maintained by You with such other bank as We may from time to time agree Organisation means a customer organisation sponsored by the Sponsoring Bank to use the Service Password means the ASM access code associated with a Contact ID as issued by the Bacs System to the relevant ASM Contact or subsequently changed by the Bacs System or any ASM Contact as contemplated by amongst other documents the Bacstel IP Service User Guide Public Key Infrastructure PKI means a set of infrastructure services that supports the use of Public Key based Digital Signatures and encryption PKI security is used by Bacstel IP Each Contact has a Public Key and a Private Key Messages signed with the Private
24. prevail We will notify You that the supply of the Service has been resumed and will take such other action as is appropriate in pursuance thereof Communications and electronic records The Sponsoring Bank including its subcontractors and or Bacs may monitor and record communications with You Your agents employees and contractors including but not limited to Transmissions for any purpose connected with Bacstel IP which the Sponsoring Bank including its subcontractors and or Bacs consider appropriate Records and audit logs maintained by the Sponsoring Bank or Bacs in relation to the Service any Transmission or Bacstel IP communication shall be deemed to be accurate until the contrary is proved and the burden of proof that they are inaccurate shall lie with You Contacting each other We may contact You by post telephone and electronically using the last details You supplied Us We may contact the Authorised Signatory or Contact It will be the responsibility of these persons to pass on any relevant information to Contacts or appropriate persons You can contact Us in writing at Lloyds Bank plc P O Box 72 Bailey Drive Gillingham Business Park Gillingham Kent ME8 OLS or by calling the Lloyds Bank Bacstel IP helpdesk on 0870 9025210 or such other number as We may notify to You We will update You in writing of any changes to contact details and or procedure All notices or other communications between the parties shall be i
25. ransmissions and ii whose customers use the PKI service of another member of Bacs to authenticate payment instructions to You Transmissions see Bacstel IP Transmission above Us means the Bank and shall be deemed to include the Sponsoring Bank including its subcontractors and We and Our shall be interpreted accordingly User Guide means the guidelines that We provide from time to time in connection with Your operation of the Service including guidance in hard copy form for example in a user manual or by letter spoken guidelines through any technical helpdesks We may operate guidance through any on line help service available as part of the Service and any updates of any of the above items and any other information provided by Bacs Viruses means viruses worms Trojan horses malicious code locking or destructive mechanisms or any thing or things similar to any of the foregoing or analogous to them Writing for the purposes of these Terms and Conditions means all forms of written communication including electronic communication not excluding email and fax You Your means the Organisation which is a customer of the Bank and which becomes registered with Us for the use of the Service Your System means the electronic equipment or other device used by Contacts to access the Service Page 5 of 6 12494 CORP 0913 wwwa lloydsbankcommercial com Please contact us if you d l
26. s for example the Bacstel IP Materials and any law regulation order rule guidance voluntary code or standard applicable to You including without limitation all import and export controls and requirements Bacstel IP Transmission Transmission means an instruction message file data or other communication which is transmitted in electronic form via Bacstel IP to or from Bacs including without limitation any such communication which allows access to or changes to be made to the Reference Database This data may consist of all or part of a Submission Each Transmission must involve a transport header in XML Bank means the bank that holds the Account You access via the Service being any of Lloyds Bank plc or Lloyds Bank International Limited Business Day means a day excluding Saturday and Sunday on which banks are generally open for business in England Commercial Computer Bureau applies where You are a commercial computer bureau which is authorised by Us to make submissions to receive output from or collect reports from the Bacs System on behalf of Your customers who may supply You with data in a variety of formats Your customers may be authorised to use Bacstel IP by any member of Bacs regardless of Your banking arrangements Contact means a person who is authorised to access and use the Bacs System via Bacstel IP either using Digital Identification Service or ASM on behalf of amember of the Bacs System includ
27. ssary to enable Contacts to Sign submit and receive Transmissions If You are a Commercial Computer Bureau You shall have the right to sub license the Bacstel IP Materials which for the avoidance of doubt does not include the Software and Information to Your customers but only to the extent necessary to enable such customer to sign submit and receive Transmissions or to access the Bacs System via ASM We give no warranty that the Bacstel IP Materials and User Guides licensed to You shall not infringe the Intellectual Property Rights of any third party The licence set out in Section 8 3 shall terminate automatically on any termination or suspension of Bacstel IP by Bacs and or any termination or suspension of the Service by Us On such termination You must destroy all copies of the Bacstel IP Materials and User Guides provided to You or which are otherwise in the Contacts possession custody or power If You are a Commercial Computer Bureau and You have sublicensed any Bacstel IP Materials to any of Your customers in accordance with Section 9 4 You shall procure the destruction of such Bacstel IP Materials including all copies Bacs Applicable Requirements You shall comply at all times with all Applicable Requirements and obtain and maintain at all times all licences consents permissions and authorisations and ensure that You advise Us of any changes to customer reference contact data necessary to sign submit or rec
28. t did not see check or review the contents of the Transmission before or when Signing it 13 2 3 the Transmission was Signed automatically or without direct human instigation or intervention whether by a Hardware Security Module or otherwise 13 2 4 the Transmission or the Signing transmission and processing of the Transmission constitutes a breach by You of these Terms and Conditions or of the provisions or terms of use of any relevant third party provider or third party trust scheme 13 2 5 a Contact exceeded his authority to act on behalf of You or was not so authorised at all in relation to the content of the Transmission or 13 2 6 a Contact did not sign the Transmission or the Transmission was not Signed using the Digital Certificate You shall be liable for Transmissions signed using the Keys and Digital Certificates issued to You and Your Contacts unless and until You have notified Us that any Digital Certificate has been lost stolen damaged or blocked We shall be entitled to rely on and You shall accept full liability for any Transmission Signed using a Private Key and or Digital Certificate issued by the Service to You provided that 13 4 1 the Digital Certificate used to Sign such Transmission is valid has not expired has not been revoked or suspended and You have not requested that it be revoked or suspended and 13 4 2 the Transmission does not contravene the levels of authorisation and permission set out in the
29. ter Bureau or In House Bureau by any of Your customers or Multi Banked Customers 4 6 2 any loss theft misappropriation or unauthorised use of a Smart Card or HSM or 3 2 Where We provide the Service You shall and shall ensure that Contacts only use the any fraud in or breach or compromise of the security affecting the Service giving Service in connection with Bacs for submitting Transmissions directly to Bacs or for reasonable details of the circumstances collecting reports from Bacs for Your own Service User Number s which 47 You shall make any notification to Us under this Section 4 in accordance with 3 2 1 specifies as the account to be debited or credited either Section 16 3 We may require the notification to be confirmed in writing before taking any action a an Account maintained by You or 5 Carrying out Your instructions b a Nominated Account maintained by You or 5 1 You must not allow anyone other than Contacts authorised by You to use the Service 3 2 2 make changes to the details held on the Reference Database about or associated with an Account or a Nominated Account or provide access to any 5 2 You agree that the Primary Security Contacts are authorised by You to conduct other information held by Bacs relating to that Account and or Nominated Administration and that We do not need any further instruction or confirmation Account including without limitation any information relating to the from You to implement the changes m
30. to the operation internal management structure personnel policies or business strategies of Bacs the Bank any member of Bacs or Bacstel IP and computer object or source codes and Bacs System means the system relating to payments operated by Bacs Bacstel IP means a service providing a high internet technologies and PKI to allow acces payment file processing report accessing e validation of Submissions related documentation he automated clearing and settlement of ly secure access channel into Bacs using s to Bacs payment services including c which carries out some online Bacstel IP Materials means any materials provided by Bacs to You or other Contacts in connection with the Service including the Bacstel IP Service User Guide means the d Bacstel IP Service User Guide locument entitled Service User Guide Bacstel IP Bacs document reference PN3763 provided by Bacs as amended from time to time regulations which can be excluded in agreements with large businesses are excluded to the fullest extent possible Highest Level of Service We aim to provide the highest level of service but if You should experience any problem We will seek to resolve it as quickly and efficiently as possible A copy of the leaflet entitled How to voice your concerns may be obtained from Your relationship manager or business team on request or from any of Our branches Our complaint procedures
31. tructional Materials Service User means a company group of companies charity Financial Institution etc that is sponsored by the Sponsoring Bank to use one or more Bacs service Service User Number means a 6 digit number allocated by the Sponsoring Bank to a Service User to identify it uniquely to Bacs Sign means the use of a person s Private Key and associated Digital Certificate to create a Digital Signature on or for a Transmission and Signed and Signing shall be construed accordingly Smart Card means a plastic card with an embedded microchip that is used to store a Contact s Digital Certificate Public Key and Private Key Smart Card User means a User who accesses the Service via a Smart Card Software means the middleware software used in the operation of the Service that facilitates communication between a Smart Card and Smart Card enabled higher applications Sponsoring Bank means Lloyds Bank plc Registered Office 25 Gresham Street London EC2V 7HN Registered in England and Wales company no 2065 Submission means a payment file transmitted to Bacs for processing Terms and Conditions means the Terms and Conditions in relation to Your use of the Service as set out in this document and the other documents referred to in it including without limitation the Instructional Materials Thin Client Model applies where You are a Commercial Computer Bureau i which uses the Service to authenticate T
32. uential or punitive losses or damages including losses or damages for any lost revenues profits or data even if advised or made aware of the possibility of any such losses or damages and regardless of whether the claim 12 4 1 relates to the Software any third party software product or the performance or non performance thereof or 12 4 2 is based on breach of contract or warranty negligence or other tort strict liability or other theory of liability Nothing in these Terms and Conditions shall operate to exclude or restrict Our liability for death or personal injury caused by Our negligence or Our fraudulent acts Legal effectiveness and admissibility of Electronic Signatures and Digital Certificates All Transmissions Signed by or on behalf of a Contact using a Private Key and Digital Certificate issued by the Service to You shall have the same legal effect validity and enforceability as if such Transmission had been in writing signed by or on behalf of the Contact provided that 13 1 1 the Digital Certificate is within its validity period and 13 1 2 the recipient of the Transmission requests a validation of such Digital Certificate and the response received to such validation request is a Good Response You and each Contact shall not challenge the legal effect validity or enforceability of a Transmission on the basis that 13 2 1 such Transmission is in electronic rather than written form 13 2 2 You or any other Contac
33. which can be used by a Contact to effect unattended Submissions to Bacstel IP Information means the information accompanying the Software Infringement Claim means threatened or pending judicial action brought against You alleging that Your use of the Software infringes a valid United States patent or copyright or constitutes misuse or misappropriation of any United States trade secret In House Bureau applies where You are a service department or office of an Organisation which makes submissions to and or receives output from the Bacs System via the Service from a single Service User Number on behalf of various other Service Users belonging to the same Organisation Instructional Materials means all documents information and other materials provided or made available to the Organisation its employees contractors or agents at any time by or on behalf of the Bank or Bacs in connection with the implementation and operation of Bacstel IP including without limitation the Bacstel IP Service User Guide Intellectual Property Rights means all intellectual property rights in any part of the world and includes without limitation patents rights in inventions registered and unregistered trade marks rights in business and trade names and get up rights in domain names registered designs unregistered rights in designs copyrights database rights rights in know how and in each case rights of a similar or corresponding character and all ap
34. y with the DPA and any other applicable regulations or legislation and in particular with the data protection principles set out in the DPA Where personal data is provided or disclosed by You to Us or Bacs You will ensure that all necessary consents have been obtained from the persons to whom those data relate and that the purpose of the data processed is understood by Contacts allowing Us and Our data processors including Bacs to receive such personal data and to use and process it in order to 7 2 1 provide the Service to You and 7 2 2 validate and process Transmissions submitted by or on behalf of You Intellectual Property Rights Allright title interest and Intellectual Property Rights in the Bacstel IP Materials shall vest in Bacs or its licensors and except to the extent set out in these Terms and Conditions You shall obtain no right title or interest in any Bacstel IP Materials or in any Intellectual Property Rights therein Allright title interest and Intellectual Property Rights in the User Guides shall vest in the Bank or Bacs and except to the extent set out in these Terms and Conditions You shall obtain no right title or interest in any User Guides or in any Intellectual Property Rights therein We hereby grant You a licence to use and copy but not to sublicense the Bacstel IP Materials other than any documents information and other materials relating to Bacs and the User Guides but only to the extent nece
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