Commercial deposit account terms and conditions  

For customers with an annual business turnover of £2 million to £15 million.

These headings have been inserted for convenience only and do not affect the legal construction or interpretation of this Agreement. These Terms and Conditions are effective from, and including, 25 February 2008. Unless otherwise stated, these Terms and Conditions apply to the Commercial Call Account, the Commercial Solicitors Call Account and the Commercial 30 Day Notice Account.

1. Definitions

Within this Agreement, ‘you’ or ‘your’ means the Business and ‘we’, ‘us’ or ‘our’ means the Bank.

Agreement: means the agreement between us and you contained in these Terms and Conditions.

Authorised Debit Interest Rate: means the agreed rate of interest charged on your account for authorised overdraft borrowing as advised to you by your relationship manager and confirmed in your most recent Facility Letter (where appropriate).

Base Rate: means the Lloyds TSB Base Rate as displayed in our branches and on our website (www.lloydstsb.com/business) and confirmed in your most recent Facility Letter (where appropriate). This may be varied at our sole discretion.

Business: means the entity which holds the relevant Deposit Account(s).

Credit Interest Rate: means the rate of interest paid on your account as displayed in our branches and on our website (www.lloydstsb.com/business) or such other rate as your relationship manager may agree.

Deposit Account: means the Commercial Call Account, the Commercial Solicitors Call Account, the Commercial 30 Day Notice Account and ‘Deposit Accounts’ means all of them.

Facility Letter: means the document detailing specific terms and conditions relevant to an overdraft or other borrowing agreed by your relationship manager (as amended, varied or supplemented from time to time).

Trading Account: means an account used by the Business for day to day banking transactions.

Uncleared Balance: means any balance which is still to be cleared through the clearing cycle after being paid into your account.

Unauthorised Debit Interest Rate: means the standard unauthorised debit interest rate charged on your account for unauthorised overdraft borrowing as displayed in our branches and on our website (www.lloydstsb.com/business) or such other rate as your relationship manager may agree in relation to your account and confirm in your most recent Facility Letter (where appropriate).

2. Your account

2.1 This Agreement is with the relevant Lloyds TSB Bank as determined by the branch where your account is held.

2.2 The Lloyds TSB Banks (‘the Bank’) are:

Lloyds TSB Bank plc, 25 Gresham Street, London EC2V 7HN; and
Lloyds TSB Scotland plc, Henry Duncan House, 120 George Street, Edinburgh EH2 4LF.

2.3 This account is only available for customers with an annual business turnover of £2 million to £15 million.

3. Purpose of the account

3.1 The Deposit Accounts must not be used as a Trading Account without the permission of your relationship manager.

3.2 There is no requirement to open or maintain a Current Account to operate a Deposit Account.

4. Running your account

4.1 In relation to the Commercial 30 Day Notice Account only, 30 days’ notice is required before a withdrawal can be made. If you need to make an instant withdrawal and therefore fail to give the required 30 days’ notice, such a withdrawal will be subject to the loss of credit interest as set out in clause 5.3 below. All notices of withdrawals should be sent in accordance with clause 12.5 below, except that they should not be sent via the Secure E-mail Service or the Cash Management Service or the Payments Services, being services available to customers through our website.

4.2 We will provide you with regular statements of account to help you manage your finances. You agree to examine your bank statements, confirmations and communications sent to you within a reasonable time after receiving them and to promptly advise us of any apparent mistake or discrepancy.

4.3 If we need to investigate a transaction on your account we may require you to co-operate with us and the police, if we need to involve them. In some cases, we will need you to give us confirmation or evidence that you have not authorised the transaction.

4.4 In certain circumstances we may refuse to accept a payment into the account.

4.5 Subject to any legal or regulatory requirements which may apply we are authorised to act upon any instruction, agreement or arrangement that is in accordance with this Agreement without enquiring about its purpose, or the circumstances in which it was given, or about the disposition of any proceeds. Therefore if any one authorised signatory is authorised to carry out any transaction or other business with us and to operate any of your accounts, that person will for example be able to withdraw any money in any of your accounts or set up any overdrafts (which may be without the knowledge of the (other) authorised signatories). You will be responsible to us for all or any of the debts on your account(s).

5. Interest on money in your account

5.1 Until further notice, interest is calculated on a daily basis on cleared credit balances at the Credit Interest Rate. Interest earned on your Deposit Account will be credited to your account on the dates and frequency agreed with us.

5.2 Interest is normally paid at the net rate, but it may be paid at the gross rate if, for tax purposes, the account falls within an exempt category or you qualify to receive gross interest. We reserve the right, at our discretion, to pay interest at the net rate.

5.3 In relation to the Commercial 30 Day Notice Account, if you fail to give the required notice of withdrawal referred to in clause 4.1 above, you will lose 30 days’ credit interest on the amount withdrawn at the prevailing Credit Interest Rate payable at the time.

5.4 The standard rates of credit interest and the balances in relation to which such rates are payable are displayed in our UK branches and on our website (www.lloydstsb.com/business).

5.5 We may change our interest rates at any time. How and when we
do so will depend on the reason for the change.

5.6 We may change a rate:

5.6.1 if the change is to your advantage;

5.6.2 to respond proportionately to a base rate change by the Bank of England (or, if the base rate is replaced, to a change in the replacement rate);

5.6.3 to reflect changes to our costs of providing the account or related service;

5.6.4 to reflect changes in law, codes of practice which apply to us or the way we are regulated;

5.6.5 where the change enables us:

• to respond proportionately to a change which has occured, or which we reasonably think is about to occur, in the rates at which we lend money desposited with us in business accounts; or
• to reflect a change in the rates which other major banks or financial institutions in the UK pay on business accounts.

If we make a change for any of these reasons, we will tell you about the change as required by the Business Banking Code, which is by putting notices in a selection of national newspapers (including The Daily Telegraph, The Times, Daily Mail, The Sun and Daily Record (Scotland)) and our branches within three working days of making the change or by telling you personally within 30 days of making the change.

5.7 If we change a rate for a valid reason not listed in clause 5.6 above, we will tell you personally at the earliest opportunity after making the change.

5.8 In any case we may change a rate by telling you personally at least 30 days in advance.

5.9 From time to time, we may also decide to change a rate to reflect our internal policies on competitiveness, market share or profitability of our business as a whole or in respect of a particular account or service. If so, we will tell you as required by the Business Banking Code (see clause 5.6 above).

5.10 When we tell you personally about a change we can do this by letter, email, text, statement inserts or messages or in any other way which is sent to you individually.

5.11 We will update our website and interest rate helpline within three working days of a rate change taking effect.

6. Borrowing

6.1 Borrowing is not permitted on the Commercial 30 Day Notice Account.

6.2 In relation to the Commercial Call Account and Commercial Solicitors Account only:

6.2.1 You should only overdraw your account within an overdraft limit agreed in advance with your relationship manager. The overdraft limit will be confirmed in writing by your relationship manager. We normally confirm the limit on an annual basis if the borrowing facility is to continue, or at such other time that the limit is reviewed with our agreement.

6.2.2 We may at our sole discretion permit you to exceed any agreed overdraft limit or overdraw your account where an overdraft limit has not been agreed in advance with your relationship manager. Such amounts will constitute unauthorised borrowing and may incur unauthorised borrowing interest and unauthorised borrowing fees.

6.2.3 An arrangement fee may be charged for the setting up and renewal of an overdraft facility. This will be advised to you by your relationship manager at the time of your request and confirmed in writing in your most recent Facility Letter. The fee is not refundable if the facility is not used.

6.2.4 Charges may apply if your authorised overdraft is secured. These will be advised to you by your relationship manager at the time of your request and confirmed in writing. These charges are not refundable if the facility is not used.

6.2.5 Authorised borrowing will incur interest at the Authorised Debit Interest Rate on the total amount outstanding, including any Uncleared Balance, within your agreed overdraft limit.

• Such interest incurred on your Commercial Call Account or Commercial Solicitors Call Account will be debited to your account on the dates and frequency agreed with us.

6.2.6 Unauthorised borrowing will incur interest at the Unauthorised Debit Interest Rate and will be charged when the overdrawn balance on your account, including any Uncleared Balance, exceeds the agreed overdraft limit or alternatively when the account goes overdrawn (including any Uncleared Balance) when there is no agreed overdraft limit.

• Such interest incurred on your Commercial Call Account or Commercial Solicitors Call Account will be debited to your account on the dates and frequency agreed with us.

6.2.7 Unauthorised borrowing fees will be incurred if your account exceeds the agreed overdraft limit or goes overdrawn where there is no agreed overdraft limit. Details of the standard unauthorised borrowing fees are available from our website (www.lloydstsb.com/business) and from your relationship manager.

6.3 Nothing in this Agreement restricts our right to refuse to allow any overdraft or other borrowing or increase in any overdraft or other borrowing.

6.4 We will put notices about our Base Rate changes in our branches and in the newspapers we usually use which includes the Daily Telegraph, The Times and Daily Record (Scotland), The Sun and Daily Mail. We will also update our website within three working days of the change. You can contact your relationship manager to check the Base Rate and to get details of Base Rate changes at any time.

7. Fees and charges

7.1 We will charge you for transactions by applying the tariff relevant to your account as agreed with your relationship manager when the account is opened or as subsequently agreed from time to time. A copy of this tariff will be provided by your relationship manager. Details of our standard tariff are available from our website (www.lloydstsb.com/business). You may request a copy of your tariff at any time from your relationship manager.

7.2 Account transaction charges incurred in respect of your Deposit Account will be debited to your account on the dates and frequency agreed with us.

7.3 We reserve the right to pass onto you other charges to cover the additional work involved in monitoring your account. You will be pre-notified of these charges by your relationship manager.

7.3.1 Unless we tell you or you request otherwise, we will send you pre-notification of account transaction charges and debit interest on your bank statement 14 days in advance of them being debited to your account.

7.4 If we increase any of our account transaction charges, or introduce a new one, we will contact you direct at least 30 days before the change takes effect. In these circumstances, you may within 60 days switch your account or close it without having to pay any extra charges or interest for doing so.

7.5 We will tell you the charge for any other service or product before we provide that service or product, and at anytime you ask.

8. Changes to Terms and Conditions

8.1 We may change any of these Terms and Conditions.

8.2 We will tell you personally at least 30 days before we make a change to your disadvantage (other than a rate change). If you close or change your account within 60 days of us telling you about this change, we will not charge you extra to do so and you will not lose any interest for doing this.

8.3 We may make any other changes straight away by telling you personally or by putting notices in a selection of national newspapers, in our branches or on our website within the next 30 days.

8.4 When we tell you personally about a change we will do so by letter, email, text, statement inserts or messages or in any other way which is sent to you individually.

8.5 Where we can notify you about a change in a number of different ways under clause 8.3 above, we will do so in a way that we reasonably think is likely to come to your attention and which satisfies legal, Business Banking Code and other regulatory requirements.

8.6 If we have made a major change or a number of minor changes in any one year, we will give you a copy of the new terms and conditions or a summary of the changes.

9. Termination/closing of accounts

9.1 We reserve the right not to open an account or to require an account to be closed without giving a reason. This applies even if closure of the account results in a loss of tax benefits, and we will not be liable to compensate you for any loss of tax benefits or any other consequential or indirect losses whatsoever and howsoever arising.

9.2 In normal circumstances we will not close your account without giving you at least 30 days’ notice. However, examples of when we may close an account without notice include (but are not limited to):

9.2.1 improper use of the account;

9.2.2 threatening or abusive behaviour towards staff;

9.2.3 to comply with legal, fiscal or regulatory changes; and/or

9.2.4 any other circumstances we reasonably feel requires the account to be closed without notice.

9.3 Any closure of your account will not release you from any liability in respect of sums owing to us or from any previous liability or indemnity for any act performed by us in accordance with instructions previously received from you or an authorised signatory.

10. Liability for losses

10.1 We will only be liable for any reasonable losses, costs and expenses incurred by you which arise directly from our breach of contract or negligence in relation to the account and if, in the ordinary course of events and with the knowledge we had, we might reasonably have expected such loss to result directly from our breach or negligence. Our liability pursuant to this clause 10.1 will be limited to the monetary amount of the relevant transaction in relation to the account pursuant to which our breach of contract or negligence occurred.

10.2 We will not be liable to you for any consequential or indirect loss, loss of profits, loss of business, loss of goodwill or any form of special damages arising from the operation of the account whether such liability was reasonably foreseeable or not and whether or not we have been advised of the possibility of such loss being incurred.

10.3 We will not be liable to you for any fraud, mistakes on your account, consequential or indirect loss, loss of profits, loss of business, loss of goodwill if you use a third party aggregation service.

10.4 Nothing in the clause 10 excludes our liability for fraudulent misrepresentation by us, our servants or agents or our liability for death or personal injury caused by our negligence or the negligence of our servants or agents.

11. Force Majeure

11.1 Force Majeure means an event beyond the reasonable control of the affected party affecting its ability to perform any of its obligations under this Agreement (other than as to payment) which does not relate to its fault or negligence. Force Majeure includes, for example and without limitation, acts of God, expropriation or confiscation of facilities, any form of war, hostilities, rebellion, terrorist activity, local or national emergency, sabotage or riots, and floods, fires, explosions or other catastrophes.

11.2 A party shall not be responsible for failure to carry out any of its duties under this Agreement (other than as to payment) to the extent to which such failure is caused by Force Majeure, provided that, the affected party:

11.2.1 has taken all reasonable steps to prevent and avoid the Force Majeure;

11.2.2 carries out its duties to the best level reasonably achievable in the circumstances of the Force Majeure;

11.2.3 takes all reasonable steps to overcome and mitigate the effects of the Force Majeure as soon as reasonably practicable;

11.2.4 on actually becoming aware of the Force Majeure, as soon as practicable informs the other party that something has happened which is a Force Majeure, giving details of the Force Majeure, which services have been affected, the steps being taken to overcome and mitigate it, and a reasonable estimate of the period during which the Force Majeure will continue and confirming this information to the other party in writing as soon as reasonably practicable; and

11.2.5 informs the other party as soon as possible when the Force Majeure has stopped.

12. Other terms

12.1 This Agreement is governed by the laws of England if your account is with Lloyds TSB Bank plc in England and Wales, or by the laws of Scotland if your account is with Lloyds TSB Scotland plc.

12.2 These Terms and Conditions apply to the Deposit Accounts only. In the event of any overlap and/or inconsistencies between these Terms and Conditions and any other terms and conditions relating to any of our other products and services, the terms and conditions relating to such other products and services will take precedence in respect of those products and services.

12.3 No transaction carried out under this Agreement shall confer any benefit on or be enforceable by any party other than you or us.

12.4 Please make sure you advise your relationship manager as soon as possible if the nature or your business changes or if you change your:

• business name,
• address,
• phone number,
• email address.

In addition, please advise your relationship manager of the
following:

• details of new directors when appointed,
• changes to company ownership structure.

12.5 Any notice (other than notification on changes to interest rates referred to in clauses 5.5 and 6.4 above) to be given by either party in relation to the account shall be written, sent by facsimile, first class post or otherwise delivered to the other party, subject to the stipulations in clause 4.1 (if applicable). The address for any such notice for us will be your relationship manager’s address until further notice. The address for any such notice for you will be the latest correspondence address we hold for the Business.

Either party may change address for communication by giving seven days’ notice in writing to the other party.

12.6 We aim to provide the highest level of customer service possible. If you do experience a problem, we will always seek to resolve this as quickly and efficiently as possible. If you would like a copy of our complaint procedures, please contact your relationship manager. You can also find details on our website, at www.lloydstsb.com/business

12.7 You should let us know as soon as possible if your business is experiencing financial difficulties. We will always seek to help you and develop a repayment plan with you.

Lloyds TSB Commercial is a trading name of Lloyds TSB Bank plc and Lloyds TSB Scotland plc and serves customers with an annual turnover of up to £15 million.

Lloyds TSB Bank plc. Registered Office: 25 Gresham Street, London EC2V 7HN. Registered in England and Wales no. 2065.

Lloyds TSB Scotland plc. Registered Office: Henry Duncan House, 120 George Street, Edinburgh EH2 4LH. Registered in Scotland no. 95237.

Authorised and regulated by the Financial Services Authority and signatories to the Banking Codes.

Lloyds TSB Bank plc and Lloyds TSB Scotland plc are members of the Financial Services Compensation Scheme established under the Financial Services and Markets Act 2000. Most deposits, including those made by individuals and small firms, are protected by the Scheme. Where you make a deposit to us in the UK, payments under the Scheme are limited to 100% of the first £35,000 of your total deposits with us and resulting in a maximum payment of £35,000. The Scheme also covers deposits made with our offices elsewhere in the European Economic Area, and deposits in all currencies are treated alike. Please note that due to the Scheme’s eligibility criteria not all Lloyds TSB Commercial customers will be covered by the Scheme. A leaflet with further details is available on request from the Scheme. Call their Helpline on 020 7892 7300, log onto their website at www.fscs.org.uk or write to the Financial Services Compensation Scheme, 7th floor Lloyds Chambers, Portsoken Street, London E1 8BN.