Cash Management Services Terms and Conditions

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Cash Management Services

Terms and Conditions

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Provision of services for cash and non-cash value

items and cash services account

1 Agreement

1.1 These Terms and Conditions, together with the attached Provision of Services Letter, set out the rights and obligations of Santander Corporate & Commercial (SCCB) and the Customer in relation to the provision of the Services, and the terms and conditions on which the Services will be provided by SCCB to the Customer. In the event of any conflict between the Provision of Services Letter and these Terms and Conditions, the Provision of Services Letter shall prevail.

2 Definitions and Interpretation

2.1 In this Agreement:

‘The Account’ means the bank account or accounts in the name of the Customer held with SCCB.

‘Additional Services’ means any additional services agreed to be provided by SCCB in the Provision of Services Letter, or in writing at any later time, including receipt of Foreign Notes or coin.

‘Agent’ means any agent appointed by SCCB pursuant to Clause 4.3 of this Agreement for the purposes of providing all or part of the Services.

‘This Agreement’ means these Terms and Conditions together with the Provision of Services Letter.

‘SCCB’ means Santander Corporate & Commercial.

‘Business Day’ means a day (other than a Saturday or a Sunday) on which banks in London are open for general business.

‘Card’ means a Deposit Card, a Change Card or a Withdrawal Card, or any other card issued by SCCB for a SCCB account.

‘Carrier’ means a cash in transit company employed to transport Cash and other Non-Cash Value Items between the Customer and Nominated Cash Centres. ‘Cash’ means legal tender under the Currency & Bank Notes Act 1954 and the Coinage

Act 1971, any banknotes which are legal tender in Scotland, Northern Ireland and the Channel Islands (including the Isle of Man, Jersey and Guernsey); and any bank notes or coins in any denominations which are at any time legal tender in those jurisdictions. ‘Cash Advance Limit’ means the maximum amount which may be withdrawn in Cash

at a Nominated Office as determined by SCCB as notified to the Customer from time to time.

‘Change Card’ means a SCCB card issued to the Customer for use when obtaining coin from Nominated Offices as an Additional Service.

‘CHAPS’ means the Clearing House Automated Payments System.

‘Commencement Date’ means the date set out in the Provision of Services Letter. ‘A company’ means a separate legal entity incorporated under the relevant

Companies Act.

‘Confidential Information’ means this Agreement, the Security Information, the security procedures, and all information and materials in whatever form relating to a party’s business and customers (which in the case of SCCB includes its Agents business and customers) obtained by a party as a result of entering into this Agreement, together with any other information or materials which by their nature are confidential. ‘Customer’ means the organisation set out in the Provision of Services Letter, in whose

name the Account is held.

‘Cut-Off Time’ means the time before which Cash and Non-Cash Value Items must be deposited at a Nominated Cash Centre or a Nominated Office in order to be credited that day to SCCB, as notified to the Customer by SCB from time to time. ‘Deposit Card’ means a SCCB card issued to the Customer for use when making

deposits into the Account through a Nominated Office.

‘Discrepancy’means any irregularity in the amount of Cash or Non-Cash Value Items that the Customer claims it has provided to or received from SCCB, and the amount of value of the Cash and Non-Cash Value Items that SCCB believes it has received from or provided to the Customer.

‘Euro Notes’ means banknotes denominated in Euros which are legal tender in one or more jurisdictions in the EU.

‘Fees’ means all the fees, interest and charges to be paid by the Customer to SCCB for the Services and the Account under this Agreement as set out in the Provision of Services Letter and this Agreement.

‘Foreign Notes’ means bank notes which are legal tender in any jurisdiction other than those of England, Scotland, Wales, Northern Ireland and the Channel Isles (including the Isle of Man, Jersey and Guernsey) and includes Euro Notes.

‘Intellectual Property’ means all rights in copyright, patents, knowhow, Confidential Information, database rights and designs (whether registered or unregistered) and any applications to register or rights to apply to register the same existing anywhere in the world.

‘Limited Liability Partnership’ means a legal entity incorporated under the Limited Liability Partnerships Act 2000.

‘NCS’ means the Bank of England’s note circulation scheme, as amended from time to time, and any successor scheme.

‘Nominated Cash Centre’ means those cash centres of SCCB or its Agents nominated by SCCB from time to time for use by the Customer for the purposes of this Agreement. ‘Nominated Office’ means those offices of SCCB’s Agents nominated by SCCB from

time to time for use by the Customer for the purposes of this Agreement.

‘Non-Cash Value Items’ means such of the following items as are agreed between the parties in writing to be Non-Cash Value Items: cheques, vouchers (including, without limitation, credit card vouchers, merchant vouchers and gift vouchers), credit notes, tokens or coupons.

‘Notes’ means Cash in the form of banknotes.

‘Operational Procedures’ means all documents and procedures provided to the Customer which detail how to operate the SCCB Account and the Services. ‘Overdraft Limit’ means the maximum amount of money, if any, which SCCB is

prepared to lend the Customer, as may be determined from time to time by SCCB and notified to the Customer in writing.

‘A partnership’ means a body of persons carrying on a business in common with a view to profit, within the meaning of the Partnership Act 1890.

‘Password’ means a word or number known only to the Customer and SCCB or an answer to a security question known only to the Customer and SCCB.

‘PBNE’s’ means banknote envelopes (including envelopes, sachets, packets, containers, plastic or linen bags or otherwise) for deposits of Cash.

‘Presentation Standards’ means the standards set out in Clause 20 which the Customer must meet when preparing Cash and Non-Cash Value Item deposits at Nominated Cash Centres or Nominated Offices, as applicable.

‘Provision of Services Letter’ means the letter attached to these Terms and Conditions setting out specific terms of this Agreement, and any amendments to these Terms and Conditions.

‘RPI’ means the percentage increase in each calendar year from the Commencement Date in the United Kingdom All Items Index published by the UK National Statistical Office (or by a successor Ministry, Department or other office) from time to time, or any replacement index.

‘Security Information’ means the Passwords, PINS’s, telePINS or any other information SCCB agree with, or provide to, the Customer for the purpose of ensuring the security of the Account.

‘Services’ means the receipt of Cash (and receipt of Non-Cash Value Items if specified in the Provision of Services Letter) to include all necessary counting and reconciliation of deposits by SCCB in accordance with this Agreement, together with any Additional Services set out in the Provision of Services Letter.

‘Signatory’ means anyone (including the Customer if a Sole Trader) notified to SCCB in writing by the Customer as authorised by the Customer to make payments or give instructions relating to the Account.

‘Sole Trader’ means a person operating a business in his or her own name, or under a trade name, which is neither a Company nor a Partnership-or Limited Liability Partnership, nor a club, voluntary organisation or an unincorporated association. ‘Tariff’ means the standard tariff for corporate current accounts as published by SCCB,

as varied from time to time.

‘These Terms and Conditions’ means these terms and conditions for the provision of Services for Cash and Non-Cash Value Items and Cash Services Account.

‘VAT’ means value-added tax under or pursuant to the EC Sixth VAT Directive 77/388/ EEC or any subsequent legislation and any similar tax imposed in substitution for, or in addition to, such tax.

‘Withdrawal Card’ means a SCCB card issued to the Customer for a SCCB Account to enable the Customer to withdraw Cash from a Nominated Office without use of a cheque.

2.2 Clause headings are for convenience only and shall not affect the interpretation of this Agreement.

2.3 Except where the context otherwise requires, words importing the singular include the plural and vice versa.

3 The Account

The following provisions shall apply to an Account held with SCCB:

3.1 When applying to open an Account, and prior to Services being made available to the Customer, the Customer must provide SCCB with such information about the Customer and its business as SCCB may require for credit assessment purposes or to allow SCCB to comply with its obligations under law. In particular but not by way of limitation: 3.1.1 A Company is required to provide its:

i) Certificate of Incorporation; ii) Trading certificate (if applicable); iii) Memorandum and Articles of Association; iv) Statutory Statement certified by an auditor.

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SCCB may require other documents at its discretion; 3.1.2 A Partnership is required to provide its: i) Partnership agreement; ii) Certified accounts.

3.1.3 A Limited Liability Partnership is required to provide its: i) Certificate of Incorporation;

ii) Incorporation Document; iii) Partnership Agreement (if applicable); iv) Certified Accounts.

3.1.4 The Customer must inform SCCB who the Signatories are for the Account and complete a mandate showing specimen signatures for the Signatories. 3.1.5 The Customer must agree a Password with SCCB before the Customer will be able to give instructions to SCCB by telephone relating to the Account.

3.2 Where the Account has been opened by two or more persons in joint names or is in the name of a Partnership (excluding Limited Liability Partnerships):

3.2.1 Unless otherwise instructed in writing by any of the Account holders, SCCB may act on instructions given (whether by telephone, in writing or by electronic means), provided that only one signature is normally required for operation of the Account.

3.2.2 Any change to the authority to operate the Account must be notified to SCCB in writing and signed by all account holders/partners.

3.2.3 All Customer obligations and liabilities under this Agreement shall be joint and several.

3.2.4 Any money standing to the credit of the Account shall be payable to the order of the survivor or survivors or to the executors or administrators of the last survivor.

3.3 SCCB will only provide an overdraft facility to the Customer under a written agreement. This Agreement does not confer on the Customer any right to overdraw any Account

which it maintains with SCCB. In the event of any overdraft arising on the Account, the Customer will pay interest on such overdraft at such rate of interest as may be determined by SCCB and notified to the Customer. Nothing in these Terms and Conditions should be regarded as an agreement for the provision of credit.

3.4 The Customer may instruct SCCB by telephone (confirmed by facsimile), by facsimile or by any other telecommunications or electronic system acceptable to SCCB, to transfer funds to the Account from any other account held by the Customer with SCCB or to make payments from the Account.

3.4.1 Instructions by telephone must be received by SCCB before 12:00 noon on the day on which the transfer payment is to be made.

3.4.2 SCCB will determine and notify the Customer of the security procedures to be followed when giving instructions or accessing Account information by telephone. All instructions or Account access given by telephone must be given in accordance with these security procedures and must be validated by use of the Password or following the notified security procedure. The Customer must take all necessary measures to ensure that instructions relating to the Account are not given by any unauthorised person. Instructions given by telephone must be confirmed in writing, signed by a Signatory.

3.4.3 If the Customer knows or ought to know that the Password, any PIN or telePIN has become known to any unauthorised person, or that they are liable to misuse, or that the security of the Password, a PIN or telePIN is breached in any other way, then the Customer must notify SCCB immediately by telephone and the Password/PIN/telePIN must immediately be changed.

3.4.4 SCCB may, at its discretion and at any time, change the Password by giving the Customer notice in writing.

3.5 SCCB will make payments from the Account in accordance with the Customers instructions provided that:

3.5.1 The instruction is authorised by a Signatory or, if given by telephone, is given in accordance with Clause 3.4.

3.5.2 The balance in the Account is sufficient to cover the payments, or the amounts due are covered by an overdraft agreed by SCCB.

3.6 The Customer will ensure that the cleared balance on the Account at the beginning of each Business Day is sufficient to cover any payments from the Account which take place during that day, together with any charges due.

3.6.1 SCCB may refuse to make any payment out of the Account which is to be made against unconfirmed or uncleared payments or where the Overdraft Limit, if any, may be exceeded. SCCB shall be entitled to refuse to make any payment out

of the Account in excess of any credit balance or Overdraft Limit. This shall not affect the Customers liability to repay that sum or any other charges.

3.6.2 If SCCB decide to make a payment out of the Account which may cause it to become overdrawn or to exceed the Overdraft Limit, this does not mean that SCCB will do so on another occasion. If a payment does result in an overdraft or in any Overdraft Limit being exceeded, the Customer must immediately deposit in or transfer to the Account the amount of the deficit, together with interest and such other charges as may be determined by SCCB and notified to the Customer. 3.6.3 SCCB shall not be obliged to take into account any credit balances held by the

Customer in separate accounts with SCCB or in any of the accounts comprising the Account in deciding whether to make a payment out of the Account.

3.7 The following provisions shall apply to all cheques, corporate cash facility documentation and Cards issued on the Account:

3.7.1 The Customer must:

i) Sign the Card as soon as it is received;

ii) Immediately memorise the Security Information and destroy the PIN/telePIN or any other document containing Security Information;

iii) Not keep any written record at all of Security Information without effectively disguising it;

iv) Keep the Security Information secret and take reasonable steps to prevent the Card being lost or stolen, or anyone else finding out the Security Information; v) Not quote the Security Information in any correspondence;

vi) Not quote the PIN/telePIN or any other Security Information over the telephone unless it is Security Information provided to permit telephone banking. When quoting any Security Information over the telephone, the Customer must ensure it cannot be overheard;

vii) Keep cheques, Cards and corporate cash facility documentation secure, and not keep the Account chequebook and any Card together;

viii) Not allow anyone other than Signatories and authorised Cardholders to use the Card or know the Security Information;

ix) Not allow anyone other than authorised persons to use cheques or corporate cash facility documentation or know the Security Information;

x) Be responsible for all distribution of all cheque books, corporate cash facility documents and Cards to authorised persons, authorised Cardholders and

Signatories immediately the same are received from SCCB by the Customer at its head office. If the Customer requests SCCB to send cheque books, corporate cash facility documents or Cards to any address other than the Customer’s head office, or addressed to any named individual (whether at a Customer address or any other address), then the Customer shall remain solely responsible for ensuring that the same are received by an authorised person, authorised Cardholder or Signatory.

3.7.2 The Customer must notify SCCB immediately by telephone and confirm in writing within 7 days if:

i) Any cheques, corporate cash facility documentation or Cards are stolen; ii) The Customer knows or suspects that an unauthorised person is accessing or

has tried to access the Account;

iii) The Customer knows or suspects an unauthorised person knows the PIN/ telePIN or Security Information;

iv) The Customer forgets any Security Information. 3.7.3 The Customer may be liable for any loss where:

i) The Card is used before the Customer notifies SCCB it has been stolen. The Customer will be liable for the total loss if the Customer has not kept the PIN/ telePIN secret, has acted fraudulently or without reasonable care. In other cases the Customer’s loss is limited to a maximum of £50.00;

ii) Any instructions are given by telephone. The Customer will be liable for any loss, even if the instructions were not given by the Customer;

iii) The Security Information is used by any person with the Customer’s permission. If the Customer or SCCB suffer loss, the Customer shall be liable for all losses;

iv) Any person uses the Card details without the Customer’s permission and the Card has not been stolen. The Customer will only be liable for losses if the Customer has acted fraudulently or without reasonable care;

v) The Card is used before the Customer receives it. The Customer will only be liable for losses if the Customer has acted fraudulently or without reasonable care.

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3.7.4 Any lost or stolen Card which is subsequently recovered by the Customer must either be destroyed by the Customer or returned to SCCB cut in half through the magnetic stripe or chip, if applicable.

3.7.5 SCCB may accept a notification of a stolen Card from a card registration scheme that SCCB recognises.

3.7.6 SCCB may require the Customer to change the Security Information at any time for any reason, and the Customer must change the Security Information if SCCB so request.

3.7.7 SCCB may replace a Card (including re-numbering it) at any time. 3.7.8 The Cards, chequebooks, corporate cash facility documentation and other

materials issued by SCCB:

i) Remain SCCB’s property and must be returned on request. Returned Cards must be cut in half through the magnetic stripe or chip if applicable; ii) May only be used for the facilities and benefits authorised by SCCB, and

within any Overdraft Limit and Cash Advance Limits.

3.7.9 Any Security Information or any documentation relating to giving instructions by telephone which is supplied by SCCB remains SCCB’s property. Any such information shall not be copied or used for any purposes other than as allowed by these Terms and Conditions at any time, even after the Account has been closed.

3.8 When the Customer issues a cheque it will normally be debited from the Account two Business Days after the payee pays it into the payee’s bank, but this cannot be guaranteed.

3.8.1 The Customer may instruct SCCB to stop payment of a cheque, standing order, direct debit or other payment provided that:

i) It has not been issued in conjunction with a cheque guarantee card; or ii) It has not already been paid from the Account; or

iii) No commitment has been given to the payee’s bank that the payment will be made; and

iv) The Customer has given SCCB adequate notice;

3.8.2 Whilst SCCB shall make all reasonable efforts to comply with the Customers’ instructions to stop a payment, SCCB cannot guarantee to do so. If SCCB are unable to prevent the payment being made, for whatever reason, SCCB shall be entitled to debit the Account. SCCB will not stop payment of a banker’s draft. SCCB may refuse to pay a cheque or other payment instruction issued by the Customer if it is more than six months old when SCCB receive it. 3.8.3 The Customer shall not issue post-dated cheques. If the Customer does issue

one and the payee presents it for payment before the date on the cheque, SCCB cannot guarantee that the cheque will not be paid. If it is paid, SCCB will debit the amount of the cheque from the Account.

3.9 When writing a cheque on the Account the Customer must take all reasonable precautions to prevent subsequent alterations or forgery by third parties. SCCB may, at its discretion, and without reference to the Customer, give the police information about any cheques which have been reported stolen, and any transaction involving such cheques. The Customer must assist SCCB and/or the police to recover the cheques.

3.10 If the Customer issues a cheque outside the United Kingdom, any charges which may be incurred in clearing the cheque will be debited to the Account. The Customer shall not issue cheques expressed in foreign currency.

3.11 If any cheques drawn on the Account are lost or stolen or may be liable tomisuse, the Customer must immediately notify SCCB by telephone and confirm the notification in writing within seven days.

3.12 SCCB may make BACS payments from the Account in accordance with the Customers instructions provided that:

3.12.1 The Customer provides details of the individual payment reference and the payee’s name, and the payees bank account number and bank sort code, or the payee’s building society number, bank sort code and building society reference number (if appropriate);

3.12.2 The cleared balance in the Account is sufficient to cover the amount of the BACS payment and any relevant charges;

3.12.3 On the date of instruction or the date upon which the Customer complies with Clause 3.12.2 (whichever is the later), SCCB will deduct the amount of the BACS payment and any relevant charges from the Account. The payee will receive the BACS payment on the second Business Day after the date SCCB deducts the amount of the BACS payment from the Account.

*The timescales outlined relate to unsponsored BACS transactions only.

**Both the sending account and the destination account must be part of the faster payment scheme for your payment to go faster.

3.12.4 If the Customer wishes to cancel a BACS payment the Customer must: i) Telephone or fax SCCB by no later than 3pm on the day after the date SCCB

deducted the amount of the BACS payment from the Account; and ii) Supply the same details the Customer supplied under Clause 3.12.1.

3.12.5 Such notification must be confirmed in writing to SCCB. SCCB will use all reasonable endeavours to recall all or part of the BACS payment. SCCB reserve the right to charge the Customer such amount as it considers reasonable for stopping all or part of a BACS payment and to debit such a charge to the Account.

3.13 SCCB shall accept payments into the Account of Cash; cheques; and credit card vouchers.

3.13.1 Cash may be deposited by:

i) Electronic transfer from cash centres/Customer’s cash services provider/other financial institutions; or

ii) By direct deposit to a Nominated Office and/or Nominated Cash Centre as specified in the Provision of Services Letter. SCCB shall not be liable for loss of Cash sent to SCCB by any other method.

3.13.2 Cheques and credit card vouchers may be deposited by sending them directly to SCCB by post in the envelope provided by SCCB. Cheques and/or credit card vouchers may be deposited by direct deposit in a sealed envelope to a Nominated Office and/or Nominated Cash Centre if specified in the Provision of Services Letter as Non-Cash Value Items. SCCB shall not be liable for cheques or other Non-Cash Value Items until they are received at SCCB, Bootle.

3.14 The Customer will ensure that cheques or other deposited payments are made out as follows:

3.14.1 If a Sole Trader – to the Sole Trader or the name in which the Sole Trader trades; 3.14.2 If a Partnership to any or all partners individually or the name in which the

Partnership trades;

3.14.3 If a Company – to the Company or the name in which the Company trades; 3.14.4 If a Limited Liability Partnership – to the Limited Liability Partnership or the name

in which it trades.

3.15 If any cheque deposited with SCCB under this Agreement is not made payable to the Customer, the payee of the cheque must endorse the cheque. If the cheque is marked by the words ‘not transferable’ or ‘account payee’, with or without the word ‘only’ thereafter, then SCCB can only credit this to the Customer if the Customer is the named payee. If SCCB incurs a liability as a result of crediting the value of a deposited cheque marked by such words to the Customer, then SCCB shall be entitled to debit the amount of such cheque and all costs incurred in connection with it from the Account, and SCCB shall not be obliged to take any further action in connection with such deposit.

3.16 The rate of any interest charges which apply to the Account may be varied by SCCB at any time. Notification of any variation to the Customer shall be given by publication in three national newspapers as determined by SCCB three Business Days before the change takes effect. SCCB will notify the Customer of the changes in writing within 30 days of the change taking effect. Any other charges payable on the Account may be varied by SCCB at any time provided that 30 days’ notice has been given to the Customer prior to the variation taking effect.

3.17 The Customer will, in addition to any other liability under this Agreement, pay to SCCB any losses, costs, expenses or legal fees (including VAT thereon) on a full indemnity basis incurred by SCCB in tracing the Customer or as a result of any breach by the Customer of the Agreement.

3.18 SCCB shall not be required to carry out transactions on the Account in any particular order.

Instructions to

transfer funds Funds will be debited from your account Funds will normally be available on

BACS* payment online

before 5pm Same banking day 3rd banking day BACS* payment by speaking

to a customer adviser by phone before 5pm

Same banking day 3rd banking day

Faster payments**

Future dated payment Date specified Date specified Single immediate payment Same day Same day Standing orders Same banking day Same banking day

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3.19 If the Customer believes any facility on the Account may be being misused, the Customer must immediately notify SCCB by telephone. The Customer must operate the Account at all times in accordance with the Operating Procedures and the security procedures.

3.20 SCCB will provide the Customer with regular statements of credits and debits into the Account, as agreed with the Customer. Provision of Account statements more often than is normally available will incur an additional charge. The Customer should check statements regularly. If there is an entry which seems to be incorrect, the Customer should inform SCCB as soon as possible.

3.21 The Direct Debit Guarantee is offered by all Banks/Building Societies that take part in the Direct Debit Scheme. The efficiency and security of the Scheme is monitored and protected by the Customer’s own Bank/Building Society. If the amounts to be paid, or the payment dates change on any direct debit from the Account, then SCCB will notify the Customer 7 Business Days in advance of any debit being made. If a direct debit error is made by SCCB or the Customers Bank/Building Society, the Customer is guaranteed a full and immediate refund from its Bank of the amount paid. The Customer can cancel a direct debit at any time by writing to its Bank/Building Society. Cancellation of any direct debit in favour of SCCB should be notified immediately to SCCB.

4 Provision of Services

4.1 Throughout the period of this Agreement SCCB will provide the Services to the Customer. The Provision of Services Letter will specify if Cash or Non- Cash Value Item deposits will be accepted by SCCB at a Nominated Cash Centre, a Nominated Office or by post.

4.2 SCCB may provide Additional Services by agreement with the Customer.

4.3 SCCB shall be permitted to use third parties to act as agents on its behalf for the receipt of Cash and Non-Cash Value Items as required, and to provide any other services agreed to be provided by SCCB to the Customer under this Agreement. SCCB shall notify the Customer of the appointment or removal of any Agent.

4.4 The Customer shall ensure that all Cash and Non-Cash Value Items are deposited at Nominated Cash Centres and Nominated Offices each day before the Cut-Off Time for that Nominated Cash Centre or Nominated Office, as applicable.

4.5 The Customer shall open and at all times maintain the Account into which SCCB shall deposit all monies due to the Customer under this Agreement and from which all amounts withdrawn shall be ledgered. SCCB will pay the Customer value for Cash deposited with SCCB for which title has transferred under Clause 5.2 of this Agreement. Monies will be credited to the Account within the timescales set out in the Provision of Services Letter.

4.6 All deposits into a Nominated Cash Centre must be accompanied by the relevant itemised deposit form as specified by SCCB. All Cash deposits into a Nominated Office must be made using a Deposit Card (or a bar coded deposit document if expressly agreed by SCCB), and cheque deposits must be accompanied by the relevant deposit form as specified by SCCB. If any deposit is paid into a Nominated Cash Centre without the deposit form, or paid into a Nominated Office without the applicable Deposit Card, bar coded deposit document, or deposit form, or does not meet the Presentation Standards, or is incorrectly packed in PBNEs or other envelopes, packets etc, SCCB reserves the right (by SCCB or its Agent) to refuse to accept the deposit in its absolute discretion. Where a deposit is accepted by SCCB or its Agent, the deposit shall be dealt with in accordance with the terms of this Agreement.

4.7 The Customer must keep a record of the details of all deposits made under this Agreement, and provide this record to SCCB on request. Records of cheque deposits should include the number of cheques in each deposit and the payer, sortcode, cheque number, bank account number, date, and amount of each individual cheque. The Account numbers should be written on the back of each cheque.

4.8 The Customer shall ensure that where any deposits have been made in PBNEs, or otherwise, the deposits are correctly itemised on the relevant deposit document as specified by SCCB.

4.9 All deposits of Cash and Non-Cash Value Items made by the Customer under this Agreement must be made in accordance with the Presentation Standards set out in Clause 20. If deposits are made which do not meet the Presentation Standards on a regular basis over any 3 month period, then SCCB shall be entitled on written notice to the Customer to increase the Fees payable for all future deposits until such time as deposits consistently meet the required Presentation Standards.

4.10 Any unconfirmed or uncleared Non-Cash Value Items credited to the Account by SCCB under this Agreement may subsequently be debited from the Account if dishonoured. All credits shown on statements of monies due to the Customer issued by SCCB should be regarded as provisional until the Non-Cash Value Items, transfers or other orders for payment have been cleared.

4.11 If any amount is credited to the Customer as the result of an error,howsoever caused, SCCB reserves the right to debit such amount from the Account, but shall not be obliged to take any other action in respect of suchamount.

4.12 If SCCB agrees in the Provision of Services Letter, or in writing at any later time, to accept deposits of Foreign Notes or coin at Nominated Cash Centres as Additional Services, then any additional Fees, terms, conditions and procedures (including Discrepancy procedures) relating to such bank notes or coin will be notified to the Customer by SCCB from time to time.

4.13 If SCCB agrees to make its black pouch service available to the Customer forNominated Offices deposits, then all additional terms, conditions and deposit procedures relating to this service will be notified to the Customer by SCCB from time to time.

4.14 Discrepancy procedures for deposits of Foreign Notes and other Additional Services shall be as notified by SCCB to the Customer from time to time. All other Discrepancies shall be dealt with in accordance with Clauses 17 and 18.

4.15 SCCB shall make available to the Customer all PBNEs, deposit stationery and other consumables as are notified to the Customer from time to time.

4.16 The Customer agrees that throughout the period of this Agreement, SCCB will be the only supplier to the Customer of services the same as, or similar to, any part of the Services.

5 Title and Risk

5.1 On acceptance by SCCB’s Agent of a deposit of Cash or Non-Cash Value Items at a Nominated Cash Centre or Nominated Office, risk in the same shall pass to SCCB.

5.2 On acceptance by SCCB’s Agent of a deposit of Cash and/or Foreign Notes or coin at a Nominated Cash Centre, legal and beneficial title to that Cash and/or Foreign Notes and coin shall pass to SCCB’s Agent on SCCB’s behalf.

5.3 On acceptance by SCCB’s Agent of a deposit of Cash at a Nominated Office, legal and beneficial title to that Cash shall pass to SCCB’s Agent.

5.4 SCCB’s Agent at each Nominated Cash Centre will issue a receipt to the Customer’s Carrier as evidence of acceptance of delivery of each deposit. SCCB’s Agent at each Nominated Office will issue a receipt to the Customer as evidence of acceptance of delivery of each deposit. It shall be the responsibility of the Customer, prior to leaving the Nominated Office, to check any receipt issued by SCCB’s Agent for a deposit made using a Deposit Card to ensure that the receipt correctly shows the sum deposited.

5.5 Where SCCB provides Notes or coins to the Customer by way of Additional Services, then:

5.5.1 On delivery (by means of a release of Cash to the Customer’s Carrier or direct to the Customer, as applicable, by SCCB’s Agent), risk in the Cash shall pass to the Customer.

5.5.2 On delivery (by means of a release of Cash to the Customer’s Carrier or direct to the Customer, as applicable, by SCCB’s Agent), SCCB shall procure that legal and beneficial title to the Cash shall pass to the Customer.

5.5.3 SCCB’s Agent at each Nominated Cash Centre will obtain a receipt (prepared by the Agent) signed by the Customer’s Carrier as evidence of each delivery of Cash to the Customer’s Carrier.

5.5.4 SCCB’s Agent at each Nominated Office will obtain a receipt (prepared by the Agent) signed by the Customer as evidence of each delivery of Cash to the Customer.

6 Fees and Other Charges

6.1 The Customer shall pay the Fees to SCCB for the provision of the Account, the Services and any Additional Services.

6.2 SCCB will use reasonable endeavours to send the Customer a notice of the Fees payable for the previous month within 5 Business Days of the monthend.

6.3 The Fees for the Services shall be payable for the duration of this Agreement, monthly in arrears. Fees shall be debited each month from the Account (or such other bank account as may be agreed between the parties from time to time) in accordance with the authority granted in Clause 24.1 or the instruction to pay/direct debit to be provided by the Customer under Clause 6.13, on or following issue of the notice of Fees payable for thatmonth under Clause 6.2.

6.4 All Fees are expressed to be exclusive of VAT. In the event that VAT is, or becomes, payable in respect of the Services or any part of them, a tax invoice shall be issued by SCCB and all such VAT shall be paid to SCCB by the Customer in addition to the Fees.

6.5 The Customer will pay such interest and charges in connection with the Account as are determined by SCCB and published in the Tariff or as specified in this Agreement. SCCB reserves the right to discount or waive any charges. If the Customer requires an additional banking service such as stopping a cheque or requesting duplicate bank statements, SCCB shall advise the Customer in advance of the charge. Where the Agreement provides for deduction of charges at the time of any transaction, charges shall be deducted at that time. If no time for payment of Fees is specified, Fees shall be payable monthly in arrears in accordance with Clause 6.3.

6.6 The Customer shall pay interest on any overdraft on the Account at such rate of interest as SCCB may determine and notify to the Customer. Interest shall be calculated daily on the amount of any overdraft and will be debited from the Account monthly in arrears on a day to be selected by SCCB. If the Account is closed, interest will continue to be due until payment of all the outstanding overdraft and interest.

6.7 Any overdraft and all interest accrued thereon and all Account charges are (subject to the Consumer Credit Act 1974) payable by the Customer to SCCB on demand.

(6)

6.8 In the event of any change in the rules or practice relating to NCS, or any change to any other industry practice which has or may have a material effect on the costs SCCB incurs in providing the Customer with the Services, or VAT is or becomes payable in respect of the services provided to SCCB by its Agents pursuant to this Agreement, SCCB reserves the right to vary the Fees to take account of any additional costs it or its Agents may incur. If SCCB vary the Fees, SCCB will give the Customer 30 days notice before any variation takes effect.

6.9 If, for whatever reason, payment of the Fees is not received by SCCB in accordance with this Clause 6, then the Customer shall pay interest to SCCB on the amount due at the Bank of England’s base rate plus 3% from the date payment became due until the date of payment.

6.10 On each anniversary of the Commencement Date, the Fees for the Services set out in the Provision of Services Letter shall be increased by the year on year increase in the RPI.

6.11 In the event that the actual annual Cash or cheque deposit volumes in any 12 month period (such volumes to be calculated on a rolling basis) vary by plus or minus 10% compared with the Annual Cash Deposit Volumes set out in the Provision of Services Letter, then SCCB shall have the option to propose amended Fees to be payable under this Agreement.

6.12 If SCCB proposes amended Fees under Clause 6.11 above, then the parties shall discuss the proposed Fees and if new Fees are agreed then these shall apply from the date of agreement. If the parties have not agreed amended Fees within 1 month of SCCB’s proposal under Clause 6.11, then the Customer shall have the option within the next month to terminate this Agreement on 6 months’ written notice. If the Customer serves notice under this Clause 6.12 then the existing Fees shall apply during the notice period. If the Customer has not served notice to terminate under this Clause 6.12 within 2 months of SCCB’s proposal under Clause 6.11, and no other agreement as to amended Fees is made, then the amended Fees proposed by SCCB shall apply from the date SCCB made the proposal.

6.13 If Fees are not paid from the Account, then the Customer shall forthwith execute a direct debit or instructions to pay letter(s) in favour of SCCB relating to the other bank account agreed by the parties under Clause 6.3 in a form specified by SCCB.

7 Duration

7.1 This Agreement shall commence on the Commencement Date and, subject to earlier termination under Clause 14, shall be for an initial period of 12 months, continuing thereafter until terminated by either party on not less than 6 months prior written notice to the other party.

7.2 Subject to earlier termination under Clause 14, the parties agree to review this Agreement (and in particular the Fees) on each anniversary of the Commencement Date, and to make such amendments to the Fees and other terms of this Agreement as the parties may agree. If the parties have not agreed new Fees within one month of an annual review (or if no review has taken place within one month of a Commencement Date anniversary), then either party may terminate this Agreement on three months prior written notice to the other party.

8 Warranties

Each party warrants that:

8.1 It has full capacity and authority to enter into and perform this Agreement; and that (in the case of the Customer) the signatory(s) to this Agreement and any direct debit or instructions to pay letter(s) under Clause 6.13 have full authority on behalf of the Customer to authorise credits to, and debits from, the Account and any other bank account agreed under Clause 6.3 in accordance with this Agreement; and

8.2 It will perform its obligations under this Agreement using reasonable care and skill.

9 Confidentiality

9.1 Each party shall keep all Confidential Information in strictest confidence, and shall not without the prior approval of the other party use such Confidential Information for any purposes other than for the purpose of fulfilling its obligations under this Agreement. Neither party shall disclose Confidential Information to any person other than its officers and employees (and in the case of SCCB, its Agents) without the prior written consent of the other party. Each party shall ensure that its officers, employees and Agents are aware of the need for compliance with the provisions of this Clause, and any disclosure to officers, employees and Agents shall be solely for the purposes of this Agreement.

9.2 The foregoing shall not apply to Confidential Information which: 9.2.1 Is already known by the other party;

9.2.2 Is or becomes within the public domain other than by reason of a breach by such party of this Clause 9;

9.2.3 Is properly received by the other party from a third party who is not bound by any obligation of confidence;

9.2.4 Is required to be disclosed by any law or governmental or regulatory authority or agency or by any order of any court of competent jurisdiction;

9.2.5 Is required to be disclosed by the regulations of any recognised stock exchange.

10 Additional Services

10.1 If SCCB shall agree to provide Cash from a Nominated Cash Centre as anAdditional Service then, upon receipt of an order from the Customer, SCCB shall confirm to the Customer if that order can be accepted, and when the order will be available for collection by the Customer’s Carrier. The procedure for valid issue and acceptance of orders and supply of Cash by SCCB shall be as agreed between the parties.

10.2 If SCCB agree to provide a Cash withdrawal facility from Nominated Offices either by cashing a cheque or using SCCB’s corporate cash facility as an Additional Service, then any additional Fees, terms, conditions and procedures applicable to that facility (including any Cash Advance Limits) shall be notified by SCCB to the Customer from time to time.

10.3 SCCB reserves the right to determine and vary the Nominated Offices at which the Customer may cash a cheque or use the corporate cash facility, the amount of Cash that can be obtained, and the frequency of withdrawals, upon notice to the Customer given at any time.

10.4 Where the Customer gives its cheque book to any person to enable a cheque signed by a Signatory to be cashed on the Customer’s behalf, payment of the cheque to anyone presenting it with a cheque book shall operate as a good discharge to SCCB, whether or not the person to whom payment is made is authorised by the Customer to cash the cheque, and SCCB shall not be liable for any misappropriation by any person of any Cash paid to that person.

10.5 Where the Customer gives a corporate cash facility document to any person to enable Cash to be obtained at a Nominated Office on the Customer’s behalf, delivery of Cash by the Nominated Office to anyone presenting that document shall operate as a good discharge to SCCB, whether or not the person to whom payment is made is authorised by the Customer to use that document or make that withdrawal, and SCCB shall not be liable for any misappropriation by any person of any Cash paid to that person.

10.6 SCCB shall have no obligation to cash any of the Customer’s cheques at any Nominated Office.

10.7 Transfer of risk and title to Notes and coin provided by SCCB as Additional Services shall be as set out in Clause 5.5.

10.8 The Customer shall pay to SCCB by direct bank transfer the full face value of all Cash ordered from a Nominated Cash Centre under Additional Servicesprior to delivery of any ordered Cash to the Customer’s Carrier.

10.9 If SCCB agree to provide a Cash withdrawal facility from Nominated Offices using a Withdrawal Card as an Additional Service, then the procedure for using the Withdrawal Card shall be notified by SCCB to the Customer.

10.10 SCCB reserves the right to determine and vary the Nominated Offices at which the Customer may use any Withdrawal Card, the amount of Cash that can be obtained, and the frequency of use of Withdrawal Cards, upon notice to the Customer given at any time. All Withdrawal Cards shall be subject to a Cash Advance Limit notified by SCCB to the Customer from time to time.

10.11 Where the Customer gives a Withdrawal Card to any person to enable Cash to be obtained at a Nominated Office on the Customer’s behalf, delivery of Cash by the Nominated Office to anyone presenting the Withdrawal Card shall operate as a good discharge to SCCB, whether or not the person to whom payment is made is authorised by the Customer to use the Withdrawal Card or make that withdrawal; and SCCB shall not be liable for any misappropriation by any person of any Cash paid to that person.

10.12 If SCCB shall agree a facility for the Customer to obtain Cash in the form of coin from any Nominated Office using a Change Card, then the procedure for using the Change Card shall be notified by SCCB to the Customer. The Customer shall pay SCCB’s Agent at the Nominated Office the full face value of all coin ordered from the Nominated Office (payment to be made in Notes) prior to delivery of the ordered coin to the Customer.

10.13 SCCB reserves the right to determine and vary the Nominated Offices at which the Customer may use any Change Card, the amount of Cash that canbe obtained, and the frequency of use of Change Cards, upon notice to the Customer given at any time. All Change Cards shall be subject to a Cash Advance Limit notified by SCCB to the Customer from time to time.

10.14 Where the Customer gives a Change Card to any person to enable coin to be obtained at a Nominated Office on the Customer’s behalf, delivery of coin by the Nominated Office to anyone presenting the Change Card shall operate as a good discharge to SCCB, whether or not the person to whom payment is made is authorised by the Customer to use the Change Card or make that withdrawal; and SCCB shall not be liable for any misappropriation by any person of any coin paid to that person.

10.15 If the Customer requests SCCB to send cheque books, corporate cash facility documents or Cards to any address other than the Customer’s head office, or addressed to any named individual (whether at a Customer address or any other address), then delivery of Cash by a Nominated Office to anyone presenting the relevant cheque book, corporate cash facility document or Card shall operate as a good discharge to SCCB, whether or not the person to whom payment is made is authorised by the Customer to make that withdrawal; and SCCB shall not be liable for any misappropriation by any person of any Cash paid to that person.

10.16 The full face value of all Cash withdrawn from a Nominated Office by cashing a cheque, using a Withdrawal Card or using a corporate cash facility document, shall be debited from the Account by SCCB.

(7)

11 Intellectual Property

11.1 Neither party may use or reproduce in any manner or in any form any Intellectual Property belonging to the other party or to the Agent without the prior written consent of that party. If any such consent is given, it may be withdrawn at any time by giving written notice, in which case the party receiving the notice shall immediately withdraw from use any items incorporating the Intellectual Property.

11.2 Neither party shall refer to this Agreement, the Services, or to the otherparty in any publicity, advertisement, promotion or other disclosure without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

12 Nominated Cash Centres and Nominated Offices

12.1 All deposits and collections of Cash and Non-Cash Value Items at Nominated Cash Centres made on behalf of the Customer shall be made only by Carriers approved in writing by SCCB, such approval not to be unreasonably withheld.

12.2 All deposits and collections of Cash and Non-Cash Value items at Nominated Offices shall be made by the Customer. Deposits by Carrier or any Agent on behalf of the Customer shall not be accepted unless agreed in writing by SCCB.

13 Assignment

13.1 This Agreement is personal to the Customer and the Customer shall not be entitled to sub-contract, assign or transfer all or any of its rights, benefits and/or obligations under this Agreement without the prior written consent of SCCB.

13.2 SCCB may assign or transfer all or any of its rights and/or obligations under this Agreement at any time upon notice in writing to the Customer, and the Customer shall enter into such documents as SCCB may stipulate in order to effect such transfer or assignment.

13.3 SCCB may subcontract all or any of its rights, benefits and/or obligations under this Agreement at any time without the prior written consent of the Customer.

14 Termination of Facilities, The Account or The Agreement

14.1 Subject to Clauses 14.2 and 14.3, SCCB may at any time, but on giving not less than 30 days’ notice:

14.1.1 Terminate, cancel or suspend any facility provided pursuant to these Terms and Conditions.

14.1.2 Refuse to issue, renew or replace any Card. 14.1.3 Close the Account.

Without in any case affecting the Customers obligations to SCCB which shall continue in force, subject to statutory requirements.

14.2 If the Customer is in breach of these Terms and Conditions, if any event occurs which in SCCB’s reasonable opinion could damage its reputation or that of any company in the Santander Group, or that of any Card scheme, or could otherwise damage SCCB’s business or give rise to investigation by SCCB’s regulator, or gives rise to any suspicion of fraud or money laundering, or if reasons of security require it, SCCB may take any of the actions described in Clause 14.1 with immediate effect.

14.3 SCCB may terminate, withdraw or suspend any transaction to be effected and/or any facilities provided through any terminal or machine whether wholly or in part and without notice.

14.4 This Agreement may be terminated as follows:

14.4.1 By either party forthwith by notice in writing to the other if the other party is in material breach of this Agreement and fails to remedy the breach within 30 days of notice of the breach being given by the non-defaulting party.

14.4.2 By either party forthwith by notice in writing to the other if the other party (or its parent or holding company) shall be in breach of any financial obligation under any banking or credit facility granted to it by a bank or financial institution, shall cease to carry on business, become insolvent or bankrupt, shall convene a meeting of creditors, or if a proposal shall be made for a voluntary arrangement or any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors, or if it shall be unable (or is deemed by law to be unable) to pay its debts, or if a trustee, receiver, administrator, administrative receiver, liquidator or similar officer is appointed in respect of all or any part of its business or assets or if a petition is presented or a meeting is convened for the purpose of consideration of a resolution or other steps are taken for the bankruptcy, winding up or dissolution of the other party or for the making of an administration order (other than for the purposes of a reconstruction or amalgamation).

14.4.3 By SCCB forthwith by notice in writing if the Fees (or any part of the Fees) remain unpaid for whatever reason 30 days after the date payment becomes due under Clause 6.

14.4.4 By either party as provided for in Clauses 7.1 or 7.2.

14.4.5 By SCCB forthwith by notice in writing if SCCB has reasonable grounds to believe the Account or the Services are being used for fraudulent or money laundering purposes.

14.4.6 By SCCB on one months prior written notice if SCCB reasonably believes that a significant proportion of deposits made by the Customer have failed to meet the required Presentation Standards.

14.4.7 By SCCB forthwith if the Account is closed.

14.4.8 By the Customer as provided for in Clauses 6.12 or 30.2.

14.5 If, in SCCB’s reasonable opinion, there is a material change in the Customers financial position; or a change in the Customers business which is relevant to this Agreement or any facility granted on the Account; then SCCB may (without prejudice to its rights under Clause 14.4):

14.5.1 Refuse to accept the deposit of any cheques which appear to SCCB to have been drawn other than in the ordinary course of the Customers business; and/or 14.5.2 Review these Terms and Conditions or any Account facility which has been

provided; and/or

14.5.3 Vary the timescales for availability of funds set out in the Provision of Services Letter; and/or

14.5.4 Return or refuse to pay any cheques, standing orders, direct debits, corporate cash facility withdrawal, Card withdrawal or any other items where there are insufficient funds in the Account to meet such payments or where funds paid into the Account have not yet cleared without prejudice to SCCB’s rights under Clause 3.6.1; and/or

14.5.5 Terminate this Agreement forthwith on written notice to the Customer.

14.6 All amounts due under this Agreement (subject to statutory provisions) become immediately due and payable if any of the following events occur:

14.6.1 A Sole Trader dies.

14.6.2 Any of the events set out in Clause 14.4.2 occurs, or (if the Customer is a Partnership or Limited Liability Partnership) any such event occurs to any partner or member.

14.6.3 The Customer is in breach of this Agreement. 14.6.4 This Agreement terminates.

14.7 Any termination of this Agreement pursuant to this Clause 14 shall be without prejudice to any other rights or remedies either party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party.

14.8 The rights and obligations of the parties under Clauses 3.2.3, 3.2.4, 3.3, 3.6.2, 3.7.3, 3.7.8, 3.8.2, 3.8.3, 3.12.5, 3.13, 3.15, 3.16, 3.17, 3.21, 4.7, 4.9, 4.10, 4.11, 5, 6, 9 (for 5 years from termination), 10.4, 10.5, 10.11, 10.14, 10.15, 10.16, 11, 13, 14, 15, 16, 17, 18, 21, 24, 25, 26, 28, 30.3, 31 and 33 shall survive any termination of this Agreement.

15 Force Majeure

15.1 SCCB shall not be responsible for delay or failure to perform the Services or any part of the Services or any omission, error, delay or default in the processing of any transaction or the acceptance of any Customer instruction due to causes beyond it or its Agent’s reasonable control, including (as examples but not by way of limitation) force majeure, act of God or governmental act, fire, explosion, accident, civil commotion, war (whether declared or not), terrorist attack, industrial dispute (whether at SCCB, the Agent or any third party) or the failure (directly or indirectly) of any machine, tele communication, data or electronic processing system, or transmission link (“an event of Force Majeure”).

15.2 SCCB agrees to give notice forthwith to the Customer upon becoming aware of an event of Force Majeure and to use all reasonable endeavours to mitigate the effect of any event of Force Majeure upon the performance of this Agreement.

16 Liability

16.1 Neither party shall be liable to the other party for any loss of profits, revenue, anticipated savings, goodwill, data or contracts, or for any loss or damage suffered by a party as a result of any claims brought by a third party; or any indirect, special or consequential loss, which arises in connection with this Agreement or the Services or the Account, even if such loss was reasonably foreseeable or the defaulting party had been advised of the possibility of the other party incurring the same.

16.2 SCCB shall not be liable to the Customer for:

16.2.1 Any loss suffered as a result of the misuse of the Services, the Account, any cheque, Card or corporate cash facility document by the Customer. 16.2.2 Any loss suffered, error or delay in connection with the making of any money

transfer which is not directly due to the negligence, fraud or wilful default of SCCB officers, employees or agents.

16.2.3 Any loss the Customer suffers as a result of SCCB acting on an instruction from the Customer except in so far as SCCB is negligent.

16.2.4 Any disclosure of Confidential Information by SCCB where the Customer has failed to take reasonable precautions to protect the Password/PIN/telePIN or failed to follow the security procedures notified to the Customer under Clause 3.4.2.

(8)

16.3 The Customer undertakes to indemnify SCCB and keep SCCB indemnified at all times against all actions, proceedings, costs, claims, demands, liabilities, losses, actions and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by SCCB directly or indirectly in respect of:

16.3.1 Access to and/or use of the Account by the Customer, Signatories authorised Cardholders, or other authorised persons.

16.3.2 Any information, data or material produced, transmitted or downloaded by the Customer or Signatories.

16.3.3 Any breach by the Customer, Signatories, authorised Cardholders, or other authorised persons of any of these Terms and Conditions or of any law, code or regulation.

16.4 The Customer undertakes to indemnify SCCB and keep SCCB indemnified at all times against all actions, costs, claims, demands, liabilities, losses, actions or expenses resulting: 16.4.1 Directly or indirectly from instructions or purported instructions given to SCCB by

telephone, internet or other telecommunications or electronic system. 16.4.2 From any error, inaccuracy or incompleteness of information supplied by

he Customer.

16.4.3 From any breach by the Customer of these Terms and Conditions. 16.4.4 From any unauthorised instructions.

16.5 SCCB’s total aggregate liability to the Customer under or in connection with this Agreement, the Services and the Account (whether in contract, tort or howsoever arising) shall not exceed the amount of Fees paid by the Customer to SCCB in the 12 months prior to the cause of action arising.

16.6 Notwithstanding anything to the contrary contained in this Agreement, neither party excludes or limits liability for fraud, fraudulent misrepresentation or for death or personal injury resulting from a negligent act or omission of its employees, agents

or subcontractors.

16.7 Save as expressly set out in this Agreement, SCCB gives no warranties,guarantees or undertakings concerning its performance of the Services, any Additional Services or the provision of the Account; and the Customer hereby expressly agrees and acknowledges that all other conditions, terms, undertakings and warranties, express, implied or statutory in respect of the Services, the Account and the Additional Services (including but not limited to those as to quality, performance, suitability or fitness for purpose) are hereby excluded.

16.8 SCCB and A&L plc is a member of the Financial Services Compensation Scheme established under the Financial Services and Markets Act 2000. In respect of deposits with a UK office, payments under the Scheme are limited to 100% of the first £2,000 of a depositor’s total deposits with a bank, and 90% of the next £33,000; resulting in a maximum payment of £31,700. Most depositors, including private individuals and small firms, are covered. The Scheme covers deposits made with the offices of SCCB in the European Economic Area, and deposits denominated in all currencies are treated alike. Further details of the Scheme are available from SCCB on request.

17 Discrepancies (Nominated Cash Centres)

17.1 All Note deposits will be opened and check weighed within a tolerance limit of one Note on the day of receipt at the Nominated Cash Centre.

17.2 All Note Discrepancies above the tolerance limit will be notified to the Customer within 48 hours of the day of receipt at the Nominated Cash Centre. All Note Discrepancies within the above tolerance limit will be notified to the Customer within 7 Business Days of the day of receipt at the Nominated Cash Centre. All Discrepancies relating to coin, forged Notes and Non-Cash Value Items will be notified to the Customer within 7 Business Days of receipt at the Nominated Cash Centre. Notification shall be by letter or any form of suitable electronic communication (including fax or email) as the parties may agree or SCCB considers appropriate.

17.3 All Discrepancies will be debited/credited to the Account upon notification under Clause 17.2 above.

17.4 If the Customer disputes any Discrepancy notified under Clause 17.2 above, then the Customer must advise SCCB in writing of the dispute within 2 months of the date of the notification under Clause 17.2. SCCB will fully investigate any disputed Discrepancy, and report its findings to the Customer within 3 months.

17.5 If, following an investigation and report under Clause 17.4 above, a satisfactory resolution to the disputed Discrepancy has not been reached, then SCCB reserves the right to retain any debit made under Clause 17.3.

18 Discrepancies (Nominated Offices & SCCB)

18.1 If there is any Discrepancy between the value of Cash or Non-Cash Value Items actually deposited with SCCB or an Agent, and the amounts entered on the relevant deposit form or receipt issued for a deposit made using a Deposit Card, or bar coded deposit document, (including Discrepancies due to forged Notes) this will be notified to the Customer by letter sent within 7 Business Days of the day of receipt by SCCB or the Agent.

18.2 All Discrepancies identified by SCCB or its Agent other than Cash forgeries will be credited/debited to the Customer as the case may require. All Cash forgery Discrepancies will be debited from the Account upon notification under clause 18.1.

18.3 If the Customer disputes any Discrepancy notified under Clause 18.2 above, then the Customer must advise SCCB in writing of the dispute within 2 months of the date of the notification under Clause 18.2. SCCB will fully investigate any disputed Discrepancy, and use reasonable endeavours to report its findings to the Customer within 4 months.

18.4 If, following an investigation and report under Clause 18.3 above, a satisfactory solution to the disputed Discrepancy has not been reached SCCB reserves the right to debit any Discrepancy claimed by SCCB from the Account.

19 Disputes

19.1 If any dispute or difference arises in connection with this Agreement (other than in relation to a Discrepancy), the parties shall meet in good faith with a view to resolving the dispute. If the parties are unable to resolve the dispute within ten Business Days, then the parties may refer the matter to their senior management representatives for resolution.

19.2 If the senior management representatives are unable to resolve the dispute within a further ten Business Days then the parties may, by agreement, refer the matter to mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure, the costs of which shall be borne jointly by the parties.

20 Presentation Standards

20.1 All deposits at Nominated Cash Centres shall be made in accordance with Clause 4 and the following standards:

20.1.1 All Notes should be deposited in separate bundles of different denominations, with clean and soiled (torn, dirty or mutilated) Notes also separately bundled. Note bundles should not include staples, rubber bands, paperclips or folded Notes. Where deposits are made in England or Wales; English, Scottish and Irish Notes should not be mixed. Notes should be enveloped in the relevant PBNE, and each PBNE should be filled to the maximum value stated on the PBNE. Part-filled PBNE’s are not acceptable. Each PBNE should be sealed, stamped with the date and the Customers name and branch reference number, and identify if the contents are clean or soiled. A deposit form shall be completed for each deposit in a form specified by SCCB.

20.1.2 Coin should be bagged in the correct denominational sachet. Where large amounts of coin are deposited, the smaller sachets must be packaged into the

larger plastic or linen bags with only one coin denomination in each bag. Each bag should be filled to the maximum value stated on the bag. Part-filled bags are not acceptable. Each bag, as applicable, should be sealed, and labelled with the date and the Customers name and branch reference number.

20.1.3 Non-Cash Value Items such as cheques should be placed in a cheque envelope which should be sealed, stamped with the date, the Customers name and branch reference number. Cheque deposits must comply with Clause 4.7. Clause 3.13.2 shall apply to all cheques and other Non-Cash Value Items.

20.1.4 All sealed deposits (Cash PBNEs, coin sachets/bags and cheque envelopes), should be placed into a security deposit bag upto the relevant Carrier value limit for that security deposit bag. A deposit slip must be completed for each deposit. Where only one security deposit bag is deposited, the deposit slip should be securely attached to a PBNE inside the security deposit bag. Where it is necessary to put a single deposit in more than one security deposit bag, the outside of each bag should be numbered sequentially indicating how many bags make up the deposit. The deposit slip should be securely attached to a PBNE in the last bag, and the front of this bag should be marked with a large X. Where multiple deposits are made in one security deposit bag, these will only be accepted if each individual deposit complies with this Clause 20, and a Schedule of Deposits is placed in the security deposit bag. All security deposit bags should always be individually sealed.

20.2 All deposits at Nominated Offices shall be made in accordance with Clause 4 and the following Standards:

20.2.1 All Notes should be deposited in separate bundles of different denominations, with clean and soiled (torn, dirty or mutilated) Notes also separately bundled. Any odd amounts of Notes should be placed in an oddments envelope. Note bundles should not include staples, rubber bands, paperclips or folded Notes. Where deposits are made in England or Wales; English, Scottish and Irish Notes should not be mixed. Notes should be enveloped in the relevant PBNE, and each PBNE should be filled to the maximum value stated on the PBNE. Part-filled PBNE’s are not acceptable. Each PBNE should be sealed, stamped with the date and the Customers name and branch reference number, and identify if the contents are clean or soiled. A cash ladder form should accompany each deposit in a form specified by SCCB. A Deposit Card or bar coded deposit document (if agreed by SCCB) must be presented with each Cash deposit.