OUTLINE AND INTRODUCTION
This section contains:
– a key points section, to explain some key provisions of these Terms;
– a contents page to help you find the relevant section when you need it; and
– a table detailing the services covered by these Terms.

KEY POINTS
HOW TO FIND THE TERMS THAT RELATE TO YOUR SERVICE

The services covered by these Terms are listed in the table of services on page 5. We might provide other services that are covered by both these Terms and additional Terms. If that is the case we will give you the additional Terms that apply.

We have arranged the Terms in a way we think will make it easier for you to see what is relevant to you.
PART A sets out the Main Terms that govern our relationship with you.
PART B deals with the provisions that apply to our LeumiLink users.
PART C deals with the provisions that apply to Corporate Finance customers.
PART D deals with the provisions that apply to Private Banking customers.
PART E deals with Definitions that apply to all our banking services.
Where there are banking services with special Terms, we will give them to you separately.

 

CONTENTS

A 1 LEGAL RELATIONSHIP6
A 2 KEY POINTS
A 3 VARIATION
A 4 INTERPRETATION
A 5 COMMUNICATION
A 6 YOUR OBLIGATIONS
A 7 IMPORTANT INFORMATION
A 8 HOW WE USE YOUR CUSTOMER INFORMATION
A 9 PAYMENTS INTO YOUR ACCOUNT
A 10 PAYMENTS FROM YOUR ACCOUNT
A 11 CUT-OFF TIMES
A 12 YOUR ACCOUNT BALANCE
A 13 STATEMENTS
A 14 CHARGES – GENERAL
A 15 OUR LIEN
A 16 INTEREST RATES AND FOREIGN CURRENCY EXCHANGE RATES
A 17 BORROWING AND OTHER FACILITIES
A 18 BONDS, GUARANTEES, LETTERS OF CREDIT ETC.
A 19 FOREIGN EXCHANGE AND OTHER FACILITIES
A 20 SECURITY AND GUARANTEES
A 21 INVESTMENT SERVICES
A 22 CLOSING YOUR ACCOUNT - GENERAL
A 23 WARRANTIES
A 24 NOTICE
A 25 FORCE MAJEURE
A 26 THIRD PARTY CONTRACT RIGHTS
A 27 LAW AND JURISDICTION
A 28 ALTERATIONS TO THESE TERMS FOR FOREIGN JURISDICTIONS
A 29 REGULATORY INFORMATION AND COMPLAINT HANDLING
A 30 COMPENSATION SCHEME
A 31 INFORMATION ABOUT US AND CONTACT DETAILS

B 1 GENERAL OBLIGATIONS
B 2 THE ONLINE SERVICE
B 3 SECURITY
B 4 INTELLECTUAL PROPERTY RIGHTS
B 5 ACCESS AND USE
B 6 EQUIPMENT
B 7 CONFIDENTIALITY
B 8 WARRANTIES AND INDEMNITIES
B 9 DISCLAIMER OF WARRANTY
B 10 LIABILITY
B 11 PAYMENT TERMS
B 12 TERM AND TERMINATION
B 13 CONSEQUENCES OF TERMINATION
B 14 COMMUNICATION BY TEXT MESSAGE

C 1 OPENING YOUR ACCOUNT
C 2 YOUR AUTHORITY
C 3 CHARGES – CORPORATE FINANCE CUSTOMERS
C 4 CLOSING YOUR ACCOUNT – CORPORATE FINANCE CUSTOMERS
C 5 OUR RIGHTS OF "SET-OFF" AND "COMBINATION"
C 6 OUR LIABILITY TO YOU AND YOUR LIABILITY TO US - CORPORATE FINANCE CUSTOMERS

D 1 OPENING YOUR ACCOUNT
D 2 YOUR AUTHORITY
D 3 CHARGES – PRIVATE BANKING CUSTOMERS
D 4 CLOSING YOUR ACCOUNT – PRIVATE BANKING CUSTOMERS
D 5 OUR RIGHTS OF "SET-OFF" AND "COMBINATION"
D 6 OUR LIABILITY TO YOU AND YOUR LIABILITY TO US – PRIVATE BANKING CUSTOMERS

HOW TO READ THE TABLE OF SERVICES
The table of services sets out all the parts of these Terms which apply to particular services. By way of example for explanation:
Example: for corporate customers, including online banking via LeumiLink, you will need to review:
• Main Terms;
• LeumiLink Terms;
• Corporate Finance; and
• Definitions.

PART A MAIN TERMS

In this Part A, these Main Terms, explain our obligations to you and your obligations to us, they apply to all the Accounts you hold with us and the services we provide in connection with your Accounts and must be read in conjunction with the specific Terms set out in this agreement and any additional conditions relating to a particular service or facility provided to you by us. These Main Terms apply in addition to the Terms of your mandate to us and the usual rules which govern relationships between banks and their customers.

A 1 LEGAL RELATIONSHIP
Before an Account can be opened, you will need to complete the relevant Application Form, and provide us with the identification and proof of address documents specified on the form(s) and any other documents.

A 1.1 Your legal relationship with us is governed by the whole of this document, together with the Terms set out in other documents which we give you, such as your Application Form, Mandate(s), letters relating to your overdraft facility(ies) or other documents setting out our interest rates and charges and those relating to specific financial products (together, the "Terms").

A 1.2 You can ask us, at any time, for a copy of any or all of these documents. If these Main Terms contained in this Part A are inconsistent with any Term in this or any other document, the Term in that document will apply.

A 1.2 You can ask us, at any time, for a copy of any or all of these documents. If these Main Terms contained in this Part A are inconsistent with any Term in this or any other document, the Term in that document will apply.

2 KEY POINTS

A 2.1 These Main Terms must be read in conjunction with any additional conditions relating to a particular service or facility provided to you by us. If these Main Terms are inconsistent with such additional conditions, the latter will prevail.

A 2.2 These Main Terms apply in addition to the provisions of your mandate to us and the usual rules which govern relationships between banks and their customers, and the operation of bank accounts.

A 2.3 These key points are not a substitute for reading the details in this document which are relevant to you in full and you must familiarise yourself with all Terms that apply to the services you have chosen.

A 3 VARIATION

A 3.1 We may vary these Main Terms and any other Term from time to time, in order to:
(a) respond proportionately to changes in the general law, any code or codes of practice or a decision or decisions of the Financial Ombudsman Service;
(b) meet regulatory requirements;
(c) reflect new industry guidelines and respond proportionately to changes in the Bank of England base rate, in other specified market rates, indices or tax rates;
(d) proportionately reflect other legitimate
cost increases or reductions associated with providing you with a particular product or service;
(e) make improvements that benefit you;
(f) reflect changes to our technology or systems; or
(g) if we have another valid reason to do so.

A 3.2 We may discuss with you your borrowing needs in relation to underlying transactions and requirements but such discussions are strictly on the basis that we do not give advice on the underlying transactions or on the suitability of any facilities that we provide. You should obtain independent advice on any underlying transactions for which we provide finance and on the suitability for your needs of the facilities provided.

A 4 INTERPRETATION

A 4.1 Words which begin with a capital letter have a specific meaning, which is explained in the Definitions (Section E).

A 4.2 In addition, in these Terms any reference to:
(a) "you", "your" and "yours" refers to you, the Customer, and as the context requires, your "Registered Users" and/or "Corporate Administrator" and, where applicable, their duly authorised representatives, legal personal representatives and successors;
(b) "we", "us" and "our" mean Bank Leumi (UK) plc;
(c) a Clause or a Schedule is, unless the context otherwise requires, a reference to a clause of, or a schedule to, these Terms and any reference to a sub-clause is, unless otherwise stated, a reference to the sub-clause of the Clause in which the reference appears;
(d) these Terms or to any agreement or document referred to in these Terms shall be construed as a reference to such agreement or document as amended, varied, modified, supplemented, restated, novated or replaced from time to time; and
(e) any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to such statute or statutory provision as the same may have been or may from time to time be amended, modified, extended, consolidated, re-enacted or replaced and shall include any subordinate legislation made thereunder.

A 4.3 In these Terms, except where the context otherwise requires, words denoting the singular include the plural and vice versa, words denoting a gender include every gender and references to persons include bodies corporate and unincorporate.

A 4.4 Clause headings in these Terms are inserted for convenience only and shall not affect the construction of these Terms.

INFORMATION, COMMUNICATION AND OBLIGATIONS

A 5 COMMUNICATION

A 5.1 We may contact you by post, telephone and/or computer (which in these Terms includes e-mail and any form of electronic message made by any type of electronic device) using the latest address, telephone number or e-mail address you have given us. It is your responsibility to ensure that we have your current contact details. By law, we are required to continue sending information to you at the last known address we have for you. If you do not inform us promptly of a change to your details, the security of your information could be put at risk. If correspondence addressed to you is returned to us we will be entitled to hold that and all subsequent correspondence addressed to you and you will be responsible for any resulting loss and damage.

A 5.2 When we accept e-mails from you for general communication purposes, we will not have any responsibility to you for any loss or damage that you may suffer as a result of our failure to respond to an e-mail if:

(a) we consider that your e-mail is unclear in any way;
(b) we doubt the validity of your e-mail;
(c) we are unable to receive your e-mail (and/or any attachments to it) due to a system error or rejection of your e-mail by our system; and/or
(d) the individual to which you have sent the e-mail (or the individual that monitors the e-mail account to which you have sent the e-mail) is unavailable, which causes a delay.

A 5.3 Instructions should be given to us in writing signed in accordance with the relevant mandate and as authorised in the appropriate account Application Form. If you want us to accept Instructions by telephone, fax or e-mail (or other electronic means) you should notify us in advance and we will arrange for you to sign our standard authorisation and indemnity form for telephone, fax and e-mail Instructions (authorisation). If you regularly give us Instructions by telephone, fax or e-mail you will be deemed to have signed a copy of our authorisation (copies are available at our office). It is your responsibility to ensure that any Instructions given to us by telephone, fax or e-mail are only given by people authorised to do so. You irrevocably undertake to indemnify us and to keep us indemnified against all losses, claims, actions, proceedings, demands, damages, costs and expenses incurred or sustained by us and which arise out of, or in connection with, your Instructions.

A 5.4 We can refuse to carry out any Instruction if:

(a) we have a good reason for thinking that you did not give us the Instruction;
(b) the Instruction is not clear;
(c) we believe that by carrying out the Instruction we might break a law, regulation, code or other duty or agreement which applies to us;
(d) we reasonably believe that carrying out the Instruction may damage our reputation;
(e) you do not have available funds to make the payment or you have exceeded a limit that we have applied to your Account;
(f) we feel it is necessary for the purpose of prevention of a crime or if there is a risk that the origin of the transfer to us may be unlawful and that the handling of the funds or any onward transmission thereof may cause us or our officers to be in breach of any applicable code of conduct, law or regulation and/or held liable under a civil claim;
(g) we reasonably believe that someone else may have rights over money in your Account (in this case we can ask – or require you to ask – a court what to do, or do anything else that we reasonably need to do);
(h) if the payment cannot be made by one of the payment methods which we provide (for example BACS or CHAPS); or
(i) if, in our opinion, some other valid reason applies.

A 5.5 If we refuse to carry out an Instruction we will notify you, unless it is unlawful for us to do so, either in writing or by phone at the earliest opportunity but no later than one Business Day following receipt of your Instruction.

A 5.6 We may require written confirmation and/or additional verification where the value of an individual transaction is in our opinion high or unusual for your Account. If written confirmation is needed, we will let you know when you instruct us to carry out the transaction.

A 5.7 We may record or monitor telephone conversations and monitor electronic communications (including e-mails) to make sure that we carry out your Instructions accurately, to help us maintain quality of service and for security purposes.

A 5.8 If you contact us by e-mail, you should not assume that it has reached us unless we send you an e-mail acknowledging receipt.

A 5.9 Our Terms are written in English and any written communication with you will be in English. You must also communicate with us in English unless we agree otherwise.

A 5.10 It may take time to act on Instructions and we may need to clarify Instructions, so you should always instruct us in sufficient time to meet any deadlines.

A 6 YOUR OBLIGATIONS

A 6.1 You must update us with any changes in your status or information (such as your address) or changes that are relevant to your tax obligations. Some services may no longer be available if your status changes (for example, if you become resident in another country). If you do not update us, you may not receive notices of changes to these Terms.

A 6.2 You must keep any Passwords or other security details secret and tell us if you think someone else may know them. If you do not do so, your liability for any unauthorised transactions from your account may increase.

A 7 IMPORTANT INFORMATION

A 7.1 For some financial products, you will have a cooling off period in which you can change your mind and cancel the relevant agreement. Details will be provided to you with the relevant agreement.

A 7.2 In certain circumstances, we will have the right to "set-off" amounts you owe us against any amounts we owe you, including against any amounts in your Account. We may sell your investments to recover what you owe us.

A 7.3 Where we delegate or outsource a function to a third party when providing a service to you (such as custody of your investments) we may not be liable for certain losses caused by that third party. We provide banking, investment and other services; whether you can use these services may depend on your status or location.

A 7.4 Clause A 8 (below) is a summary of how we use your personal information. Full details are available on our website: www.bankleumi.co.uk or in hardcopy from 20 Stratford Place, London W1C 1BG.

A 8 HOW WE USE YOUR CUSTOMER INFORMATION

A 8.1 This Clause A 8 sets out the basis on which any Personal Data, confidential information or tax information relating to you or your directors, officers and employees ("Customer Information") will be processed by us. Please read the following carefully to understand our practices regarding Customer Information and how we will treat it.

Information we collect

A 8.2 Customer Information includes information which we:
(a) obtain from you or from third parties, such as employers, joint Account holders, credit reference agencies (who may search the electoral register), fraud prevention agencies or other organisations, when you apply for an Account or any other product or service, or which you or they give to us at any other time; or
(b) learn from the way you use and manage
your Account(s), from the transactions you make and from the payments which are made to your Account(s).

A 8.3 Where you provide personal and financial information relating to others (e.g. dependants or Joint Account holders) for the purpose of opening or administering your Account you:
(a) must ensure that each of those individuals has been notified of and has provided their consent to the processing, disclosure and transfer of information as set out in this Clause;
(b) agree that you will, following a request by us, provide a copy of such consent to the use of such information (in accordance with paragraph (a) above) in writing;
(c) confirm that you have their consent or are otherwise entitled to provide this information to us and/or to use it in accordance with these Terms; and
(d) where you have not obtained such consent and disclose such information to us, you will defend and indemnify us against any claims and liabilities resulting from an unauthorised disclosure of personal information.

A 8.4 In considering any application from you or making lending decisions, we may search files held by credit reference agencies, which may keep a record of the search. We reserve the right to carry out further checks from time to time for fraud prevention and credit control purposes.

A 8.5 Information held about you by credit reference agencies may already be linked to records relating to your partner or members of your household where a financial 'association' has been created. Any enquiry we make at a credit reference agency may be assessed with reference to any 'associated' records. Another person's record will be 'associated' with yours when:
(a) you make a joint application;
(b) you advise us of a financial association with another person; or
(c) if the credit reference agencies have existing linked or 'associated' records,
this 'association' will be taken into account in all future applications and shall continue until one of you applies to the credit reference agencies and is successful in filing a 'disassociation'.

A 8.6 You must provide us with any information that we may at any time reasonably require (including information which we may require to comply with anti-money laundering regulations) and must inform us of any material change of facts or circumstances relating to you and/or your business. We will not be responsible for any loss arising from your failure to notify us of such a change, even if the information has been published. We will not be responsible for any loss arising from your failure to notify us of such a change, even if the information has been published. We will use your Customer Information to manage your Account(s); send you statements; provide our services; for assessment and analysis to prevent and detect fraud, money laundering and other crime; develop and improve our services to you and other customers; and protect our interests.

A 8.7 Where you have provided consent, we may use your Customer Information to inform you by letter, telephone, fax, e-mail and other electronic methods about products and services (including those of our Associates and others) which may be of interest to you. You may tell us now or at any time if you do not wish to receive marketing communications from us by writing to us providing your full name, address and Account details.

A 8.8 We use Customer Information to carry out regulatory checks; meet our obligations to any relevant regulatory authority and we or any of our relevant Associates may process and disclose Customer Information where we are obliged or requested to do so under or pursuant to any applicable rules or by any regulatory authority.

A 8.9 We will retain information about you after the closure of your Account or if your application is declined or abandoned for as long as permitted for legal, regulatory, fraud prevention and legitimate business purposes.

Disclosure of your information

A 8.10 We may disclose Customer Information to the following for the purposes set out in this Clause:
(a) any of our Affiliates or Associates;
(b) third parties who provide a service to us or are acting as our agents, on the understanding that they will keep the information confidential; and
(c) anyone to whom we transfer or may transfer our rights and duties under these Terms.

A 8.11 We may share your Customer Information with credit reference and fraud prevention agencies. We and other organisations may access and use this information to make credit assessments and to prevent and detect fraud, money laundering and other crimes. Examples of circumstances when your information or information relating to your partner or other members of your household may be accessed and/or shared include:
(a) checking details on applications for credit, credit related or other facilities; and
(b) managing credit and credit related Accounts or facilities. We do not give information about savings accounts to credit reference agencies.

A 8.12 Credit reference agencies keep a record of our enquiries and may record, use and give out information we give them to other lenders, insurers and other organisations. If false or inaccurate information is provided or fraud is suspected, details may be passed to fraud prevention and credit reference agencies. Law enforcement agencies may access and use this information. The information recorded by fraud prevention agencies may be accessed and used by organisations in the UK and other countries.

A 8.13 We may also give out information about you if we have a duty to do so, or if required or requested by any governmental, banking, taxation or other regulatory authority or similar body, or by the rules of any relevant stock exchange or pursuant to any applicable law or regulation or if the law allows us to do so.

A 8.14 We may disclose information to credit reference agencies about your personal debts to us if:
(a) you have fallen behind with your payments;
(b) the amount owed is not in dispute;
(c) you have not made satisfactory proposals to us for repayment following the service on you of a formal demand; and
(d) we have given you at least 28 days' notice of our intention to disclose the information.

A 8.15 We will not reply to a request for a bank reference, or any other request for a reference, without your consent.

A 8.16 Where applicable, you authorise us to disclose to your auditors any information concerning your Accounts which they may from time to time request. You also authorise your auditors to provide us directly with copies of your accounts.

Disclosure of your information to tax authorities

A 8.17 We may be required by law or agreement with relevant tax authorities to report certain information about you and your relationship with us, including information about your Accounts:
(a) to the tax authorities in the UK, which may then pass that information to the tax authorities in other countries where you may be subject to tax; or
(b) directly to the tax authorities in other countries where we reasonably think or are required to presume you are subject to tax.

A 8.18 If we are required to report such information, you agree that:
(a) you will provide on our request any additional information or documents we need from you and that confidentiality rights under applicable data protection, bank secrecy or similar laws will not apply to information we report or obtain from you to comply with our obligations;
(b) if you do not provide us with information or documents we need, we may either apply a withholding tax to amounts, including interest, we pay to you, close your Account or withdraw the provision of banking services to you; and
(c) we will not be liable to you for any loss you may suffer as a result of our complying with any laws or agreements with tax authorities in accordance with this condition, unless that loss is caused by our gross negligence, wilful default or fraud.

Transfers of information to locations outside of the European Economic Area

A 8.19 You agree that we may disclose Customer Information to an Associate or third party, wherever located in the world, to the extent necessary for the provision to you of the services under these Terms. You expressly consent for this purpose to the transfer of information we hold about you to any country including countries outside the European Economic Area (which may not have data protection laws which are commensurate with those in force in the United Kingdom).

A 8.20 We will take all reasonable steps to ensure that the jurisdictions in which information may be disclosed, stored or processed under these Terms shall have data protection laws equivalent to those of the European Economic Area to protect such information. If they do not we will ensure that other protections (for example appropriate contracts) are in place to ensure that any data transferred outside of the European Economic Area is adequately protected.

Your rights

A 8.21 You have the right to access a copy of the Personal Data we hold about you by writing to us. A fee of £10 will be charged for each access request. This is the current fee we are permitted to charge under the Data Protection Act 1998 but we may increase the fee if the law changes.

YOUR ACCOUNT – THE BASICS

A 9 PAYMENTS INTO YOUR ACCOUNT

Cheques

A 9.1 When you pay a cheque into your Account it has to be sent to the paying bank (the bank holding the account from which the cheque is drawn) for payment. This process is known as the cheque clearing cycle. The clearing cycle for cheques reflects the time it takes to send the cheque to the paying bank, for that bank to decide whether it can pay the cheque and to tell us if they decide not to pay it.

Sterling Cheques issued by a UK Bank

A 9.2 When you pay a sterling cheque into your Account, the proceeds of the cheque will normally be available four Business Days after the cheque was paid in, e.g. the proceeds of a cheque paid into your Account on Monday will normally be available for withdrawal on Friday.

Foreign Cheques

A 9.3 By 'foreign cheques' we mean cheques drawn in a foreign currency or cheques in pounds sterling drawn from an account at an overseas bank (other than in the Isle of Man, Gibraltar or the Channel Islands). If you pay a foreign cheque into your Account, we will collect it. The proceeds of the cheque will be available upon receipt of the funds from the drawer's bank.

A 9.4 If you pay a cheque into your Account and it is subsequently returned unpaid, we may debit your Account for the amount of the cheque in addition to any charges we incur. This may happen even if such action will cause your Account to become overdrawn and/or where we have allowed you to make a payment or to withdraw cash against that item. You may incur charges and interest on any overdrawn amount.

A 9.5 You must indemnify us against all liabilities, claims, losses, costs and expenses (including exchange fluctuations and agents' charges where applicable) which may be imposed upon, asserted against or incurred by us in any way relating to or arising out of the collection of cheques on your behalf.

Cash

A 9.6 When you pay cash into your Account using other banks, the cash will clear and appear in the balance of your Account upon us receiving the funds. This is normally within two Business Days.
Standing Orders and Electronic Payments

A 9.7 Standing orders and electronic payments will be credited to your Account on the same Business Day that we receive the funds.

A 9.8 If a standing order which has been credited to your Account is returned unpaid, or an electronic payment is fraudulently or mistakenly paid into your Account, we may subsequently deduct the relevant amount from your Account. This may happen even if such action will cause your Account to become overdrawn and/or where we have allowed you to make a payment or to withdraw cash against that item. You may incur charges and interest on any overdrawn amount.

A 9.9 We shall be entitled to credit payments to your Account net of any cost, expense, tax or levy which we may be required to pay in connection with the funds credited.

A 10 PAYMENTS FROM YOUR ACCOUNT

A 10.1 You are responsible for the accuracy of the Payment Instructions and all of the Beneficiary's details including without limitation the Beneficiary's account number, full name and address of the Beneficiary's bank and any BIC or IBAN. If this information is not provided or is incorrect, we reserve the right to suspend, refer or cancel the Payment Instructions without an explanation to you. If you are unable to provide correct payment details we can send it using an alternative payment method, where different charging methods will apply.

A 10.2 We do not accept liability for any delay in transit, unless such delay is caused by our fault or negligence and you also acknowledge that any confirmation that a Payment will reach the Beneficiary's bank by a certain date is not confirmation that the funds will be available to the Beneficiary by that date.

A 10.3 In order to make Payments, certain Personal Data supplied within Instructions will be transmitted with the Payment. This may mean that such Personal Data will be transferred outside the European Economic Area. By submitting your Instructions you are confirming that you agree to the transfer of Personal Data included in Instructions and that you are authorised to instruct us to transfer Personal Data relating to any other individuals named within Instructions.

A 10.4 We shall be under no obligation to agree to a request by you to cancel, amend or otherwise reverse any Instruction (for the avoidance of doubt this includes (without limitation) any Payment) but we may do so at our absolute discretion and in the event that we elect to do so, you agree and acknowledge that you shall be liable for any costs, losses or charges associated with such cancellation, amendment or any other reversal of the Instruction.

Cheques

A 10.5 When you issue a cheque on your Account, the amount will normally be deducted from your Account within four Business Days after the payee pays it into their account.

A 10.6 When writing a cheque:
(a) you must take all reasonable precautions to prevent anyone else from altering it or making a forgery;
(b) clearly write the name of the person you are paying the cheque to and also put any other relevant information about them on the front of the cheque; for example, AAA Bank, account A Cohen; and
(c) you should not write a future date on it as it may prevent the payee from paying it into their account before that date.

A 10.7 If we receive for payment one of your cheques which is dated more than six months prior, we shall not be obliged to pay it, but may do so.

A 10.8 You must keep your chequebook in a safe place. Immediately upon receipt of a chequebook from us, you should check it and notify us immediately if you discover that any cheques are missing. This is to assist us in the prevention of fraud.

A 10.9 If your cheque book or any cheque drawn on your Account is lost or stolen, or if you know or believe that someone has signed or altered a cheque without your permission, you must notify us immediately.

A 10.10 Your chequebook remains our property at all times and must be returned to us should we ask you to do so, or if the Account is closed.

Direct Debits

A 10.11 A 'Direct Debit' is an authority from you allowing an organisation to collect varying sums of money from your Account on a regular basis. Direct Debit payments are covered by the Direct Debit Guarantee Scheme. The organisation collecting the payment will normally tell you at least ten Business Days before your regular payment date of the amount that they will collect from your Account, unless you agree otherwise.

A 10.12 We will allow Direct Debit payments to be collected from your Account on the date specified in your Direct Debit Instruction. If the payment falls on a non-Business Day, we will make payment on the next Business Day.

A 10.13 If you believe that a Direct Debit payment has been incorrectly taken from your Account, you should inform us immediately. You should also contact the relevant organisation to let them know what you have done. Under the Direct Debit Guarantee Scheme, if an error is made in the payment of your direct debit by us, you will be entitled to a full refund. If you receive a refund you are not entitled to, you must pay it back when we ask you to.

A 10.14 If you wish to cancel a Direct Debit, you must inform us at least one Business Day before the next payment will be taken. You are responsible for telling the organisation collecting payments that you have cancelled your Direct Debit Instruction.

Standing Orders

A 10.15 A 'standing order' is an authority from you to deduct regular payments of a fixed amount from your Account. Standing order payments will normally reach the beneficiary's account by the next Business Day after payment is scheduled to be made.

A 10.16 If you wish to set up a standing order on your Account, you must provide us with the sort code and account number of the destination account. This must be in writing.

A 10.17 If you wish to cancel a standing order, you must inform us at least one Business Day before the next payment is due to be deducted from your Account. This must be in writing.

Electronic Funds Transfers

A 10.18 You can instruct us to make payments from your Account either to another Account you hold with us or to a third party account by Electronic Funds Transfer.

A 10.19 Electronic Funds Transfers to UK bank accounts can be sent either by CHAPS or by BACS:
(a) where you instruct us to transfer funds by CHAPS, the funds will normally be credited to the beneficiary account by the next Business Day; and
(b) where you instruct us to transfer funds by BACS, we can only transfer funds for post-dated payments. The funds will take at least three Business Days to reach the Beneficiary's account.

A 10.20 If you wish to make a payment to another account in the UK, you must provide us with the sort code and account number of the beneficiary account.

A 10.21 For payments to an account outside of the UK, you must provide us with:
(a) the correct details of the receiving bank, including the bank's SWIFT, BIC, sorting code or national bank code;
(b) the Beneficiary's account number, or IBAN if paying in Euro to a bank in the European Union or European Economic Area;
(c) the name and address of the Beneficiary;
(d) your own Account number, name and address (this is a legal requirement and these details will be passed to the Beneficiary's bank); and
(e) the Beneficiary's reference, if applicable,
we will not be responsible for any loss or delay caused by you failing to provide us with all of the above details, or providing incorrect details.

A 10.22 You may not revoke an Instruction to make an Electronic Funds Transfer after it has been received by us, unless the Instruction is post-dated. If you wish to cancel a post-dated Instruction, you must inform us in writing at least one Business Day prior to the date of the intended payment.

A 10.23 If we impose a charge for making an Electronic Funds Transfer, this will be debited separately from your Account.

A 10.24 You acknowledge and agree that where we use BACS with a multi-day payment cycle to act on a Payment Instruction from you:
(a) we will debit the Account on the first day of the multi-day payment cycle (Debit Day). The debit will be value dated for day 3 of the multi-day payment cycle (Effective Date); and
(b) funds that have been allocated against Payment Instructions may not be used by you to fulfil any other Payment Instructions and you shall review the Account information (which includes without limitation, all funds that have been allocated) to ensure that sufficient unallocated funds and/or facilities are available to meet any further Payment Instructions.

A 10.25 You acknowledge and agree that where we use SEPA with a multi-day payment cycle to act on a Payment Instruction from you:
(a) we will debit the Account on the first day of the multi-day payment cycle (Debit Day). The debit will be value dated for day 2 of the multi-day payment cycle (Effective Date); and
(b) funds that have been allocated against Payment Instructions may not be used by you to fulfil any other Payment Instructions and you shall review the Account information (which includes without limitation, all funds that have been allocated) to ensure that sufficient unallocated funds and/or facilities are available to meet any further Payment Instructions.

A 11 CUT-OFF TIMES

A 11.1 Where we receive an Instruction from you to make a payment from your Account or where you wish to make a credit to your Account, we will normally process the transaction the same day provided that it is received before 3pm (London time).

A 11.2 Instructions received after 3pm (London time) will normally be processed on the next Business Day, subject to the following exceptions:
(a) Instructions to make a transfer to another Account you hold with us will normally be processed the same day provided that they are received before 4pm (London time); and
(b) Instructions to make a payment in a currency other than Euro, Pound Sterling, or US Dollars will normally be processed within two Business Days provided that they are received before 4pm (London time).

A 11.3 Where Instructions are received on a non-Business Day, these will normally be processed on the next Business Day.

A 11.4 Where we are in receipt of an Instruction to make a payment to a person with an account at a bank in the European Economic Area, and the payment is in Euro, the payment will reach the other bank no later than the next Business Day.

A 11.5 If we accept your Instructions to make a payment on a future date, we will make the payment on that date. If the payment falls due on a non-Business Day, we will make the payment on the next Business Day.

A 12 YOUR ACCOUNT BALANCE
There are two types of Account balance; these are:
(a) the cleared balance – the actual amount we owe you, or you owe us, each day on your Account. This includes cheques, once they have been paid by the bank on which they are drawn or once we have decided to treat them as cleared, and other payments once we have received cleared funds. Interest (where applicable) is calculated on the cleared balance; and
(b) the ledger balance – the amount (including payments which may not have cleared) which we record on your statement, or tell you if at any time you ask for your Account balance.

A 13 STATEMENTS

A 13.1 We will send you a statement of Account at the frequency agreed at the Account opening stage unless you have advised us in writing that you do not wish to receive such statements. If you would like to change your statement frequency, please contact your relationship manager. If you are a LeumiLink user, statements will be provided to you electronically.

A 13.2 If you do not receive Account statements at the agreed frequency, please notify us immediately.

A 13.3 Statements will include transaction information. You can request the following information on each transaction carried out by an Electronic Funds Transfer:
(a) details of the transaction into and out of your Account including a reference to enable you to identify the transaction;
(b) the amount of the transaction;
(c) where applicable, any charges applied to your Account in relation to the transaction;
(d) where applicable, any exchange rates used by us in relation to the transaction; and
(e) where applicable the date of receipt of the transaction into your Account.

A 13.4 You must check your statements within a reasonable time of receiving them. If you become aware, or suspect, that any transaction was posted to your Account in error or was not authorised by you, you must notify us immediately. The information contained in your statement shall be deemed to be correct and you will be deemed to have accepted it unless you query it in writing within six years of the date of the statement.

A 14 CHARGES – GENERAL
Please note that the provisions set out in this Clause are relevant to all Customers. For account specific provisions in relation to charges, please refer to Sections C or D (as relevant) of these Terms and the charges booklet, which was provided to you when your Account was opened, which details the charges payable by you for the use of our banking services. You can also request a copy of the booklet from your relationship manager at any time, or alternatively, a copy can be found on our website: www.bankleumi.co.uk.

A 14.1 Any costs, losses, charges, expenses, internal management costs and any professional fees reasonably incurred by us in relation to any facility or service which we provide to you (including any related security or guarantee), or which we may incur as a result of you not complying with the Terms of any facility or service, are payable by you on demand. All remuneration payable to us by you must be paid in full, free of all deductions and withholdings.

A 14.2 In addition to notifying you in writing prior to us increasing our charges or introducing any new charges, all information regarding any changes to our charges will be available from our website - www.bankleumi.co.uk.

A 15 OUR LIEN
In addition to any lien which arises under governing law, we shall have a lien over all securities and documents of title of any kind and other items (including cheques for collection) deposited with us (or our agents) by you (or on your behalf).

A 16 INTEREST RATES AND FOREIGN CURRENCY EXCHANGE RATES

A 16.1 You will receive interest at the rate applicable to your Account, if appropriate. Our current interest rates are available by contacting your relationship manager.

A 16.2 We may vary our interest rates at any time for a valid reason, including the following non-exhaustive list of reasons:
(a) following, or in anticipation of, a change in relevant law, regulation, code of practice or guidance or general banking practice;
(b) to reflect the making of a relevant recommendation, requirement, or decision of any court, ombudsman, regulator or similar body;
(c) to reflect any change in the base rate, or any rate that replaces it, as set by the Bank of England or by any other institution that takes over responsibility for setting such a rate;
(d) to reflect any change in the applicable base rate, or any rate that replaces it, as set by any other interest rate decision-making body or similar body outside of the UK;
(e) to reflect any change or anticipated change in relevant interest rates charged or paid by other major banks or financial institutions in the UK or similar products;
(f) to reflect changes or anticipated changes in costs associated with changes in relevant market conditions, relevant technology, the costs we pay to others in respect of the product in question, inflation and/or in our costs of providing Accounts, services or facilities;
(g) to reflect our internal policies on competitiveness, market share and/or profitability of our business as a whole, or in respect of a particular product or service;
(h) to reflect any changes or anticipated changes in money market interest rates or the cost to us of money we lend;
(i) to reflect any reorganisation of our business; or
(j) to reflect any event beyond our control.

A 16.3 Interest is calculated on a daily basis, unless we have told you otherwise. For fixed term deposits, the interest rate will be fixed at the beginning of the deposit term and interest will be paid at the end of the deposit term.

A 16.4 The following conditions apply in respect of fixed term deposits:
(a) when the term of your deposit ends, applicable interest will be credited to your Account and the balance will be automatically rolled over into another fixed-term deposit. If you do not want us to automatically rollover your deposit, you should inform us prior to the end of the term of your deposit; and
(b) if you wish to make an early withdrawal from a fixed term deposit, this will be at our discretion. Where we allow you to make an early withdrawal, there will be an interest adjustment and you may incur an administration charge. Please refer to the charges booklet or applicable additional conditions relevant to the deposit.

A 16.5 All credit interest will be paid gross. If you are a tax payer you may have to pay additional income tax on your interest. We reserve the right to pass on to you the cost of holding any credit balances in your Account as a result of changes in relevant market conditions (including in the case of negative interest rates). We will advise you before we debit your Account with the first such payment. We will not exercise this right during the term of a fixed term deposit but may do so upon rollover into another fixed term deposit.

A 16.6 Interest on authorised borrowing will be charged and payable at the rate and intervals set out in the relevant facility letter. Interest will be calculated, compounded and charged (after as well as before any judgment) at our sterling base rate (as varied from time to time) plus 5% or, if interest on any relevant agreed facility is calculated by reference to one of our lending reference rates, at such reference rate (as varied from time to time) plus 5% on:
(a) any borrowing not agreed in advance;
(b) any borrowing which exceeds the limit set out in any relevant facility document; or
(c) any facility or part facility in respect of which no basis has been specified for the calculation of interest.

A 16.7 In respect of any borrowing not agreed in advance or any borrowing which exceeds the limit set out in any facility document, we will charge you a fee. Please refer to the charges booklet for details.

A 16.8 Our sterling base rate and our lending reference rates are displayed at our offices together with any notice of increase or decrease. You can also find those rates on our website - www.bankleumi.co.uk. Where we are required to do so, we will notify you in writing of such changes.

A 16.9 Where we publish interest rates and exchange rates on our website - www.bankleumi.co.uk these are for indicative purposes only. If you would like details of the current interest rates and exchange rates we offer, you should contact your relationship manager.

A 17 BORROWING AND OTHER FACILITIES

A 17.1 Unless a facility document clearly is a committed term facility, all facilities are repayable on demand, which may be made by us at any time. Any reference in a facility document to a facility being available until, or reviewable at, a given date is indicative of our intention at the date of that document. We may, however, at our discretion, review the facility at an earlier date and withdraw or reduce it, or make it subject to further conditions.

A 17.2 The limits specified in a facility document for each facility and/or each Account must not at any time be exceeded. We will not be obliged to allow, or to continue to allow, any borrowing in excess of agreed facilities.
A 17.3 In working out whether any proposed withdrawal or borrowing would fall within agreed limits, we will, in calculating the existing balance on the Account, only have regard to receipts which have been cleared.

A 18 BONDS, GUARANTEES, LETTERS OF CREDIT ETC.

A 18.1 Where we have agreed to provide you with a facility (such as letters of credit, acceptance credits, bonds or guarantees) under which we will enter into obligations to third parties on your behalf, we shall have the right not to issue or enter into any letter of credit, guarantee, bond or undertake any obligation unless the Terms of the document setting out our obligation have been approved by us in advance.

A 18.2 You will indemnify us against the full value of any liabilities, which we may incur at your request (such as letters of credit, acceptances, bonds or guarantees). You will, on demand, pay to us an amount equal to the full value of any such liabilities, whether they are contingent or future. We may hold any such payment in our own name and may use it to meet such liabilities. We may require you to execute a counter-indemnity in our standard form.

A 18.3 Where we open a letter of credit (or other documentary credit) on your behalf, we will have a lien over, and you pledge to us, all documents (and all goods represented by those documents and all proceeds of sale and all related insurance policies) which relate to the goods covered by that credit and which are in the possession of us or our agents as security for all your obligations to us.

A 19 FOREIGN EXCHANGE AND OTHER FACILITIES
Unless the facility document provides otherwise, any spot or forward foreign exchange facilities, terminable indemnities, guarantees, negotiations, documentary credits, confirmed credits or non-account-based facilities which are detailed in any facility document are offered on the basis that there is no commitment on our part to enter into any such facility with you. We reserve the right at our absolute discretion to decide whether, and subject to what conditions, a utilisation may be made. No forward purchase or sale of any currency shall be made for speculative purposes without our prior written consent.

A 20 SECURITY AND GUARANTEES
Any references in a facility document to security documents and guarantees shall (unless we specify otherwise) be references to our appropriate standard documents validly executed and delivered to us, together with such evidence as we may require to satisfy ourselves that they are legally binding. Unless otherwise agreed, any guarantee must cover all of your liabilities to us.

A 21 INVESTMENT SERVICES
Where we agree to provide investment services to you, such services will be governed by our separate investment terms of business.

A 22 CLOSING YOUR ACCOUNT - GENERAL
Please note that, the provisions set out in this Clause are relevant to all Customers. For account specific provisions in relation to charges, please refer to Sections C or D (as relevant) of these Terms.

A 22.1 If you are not happy with your Account, you have a period of 14 days following on from the date that your Account was opened to close your Account. If you do so you must repay all amounts that you owe to us.

A 22.2 The cancellation rights under Clause A 22.1 will not apply to Accounts where the rate of interest payable is fixed upon Account opening or Accounts which rely upon the performance of an underlying asset which is subject to price fluctuations in the financial markets e.g. structured capital at risk deposits.

A 22.3 After this 14-day period has lapsed, you may terminate your relationship with us at any time. If you do so you must repay all amounts that you owe and obtain a release (or counter indemnification to our satisfaction) for all contingent obligations we may have incurred on your behalf.

A 22.4 When your Account is closed it is your responsibility to cancel any direct payments to or from your Account. Where someone attempts to make a payment into an Account which has been closed, we will take reasonable steps to return the payment to the sender.

A 23 WARRANTIES
Each party represents and warrants to the other that:
(a) it has the capacity and authority to enter into and perform these Terms;
(b) the making of and performance of these Terms does not conflict with any existing obligations of that party; and
(c) once duly entered into, these Terms will constitute legal, valid and binding obligations.

A 24 NOTICE
We may give written notice or make demand for repayment of any facility by hand, by post or by fax. Notice shall be validly served by hand if it is left at your home or in the case of business customers at your registered office, or your principal place of business or handed to an officer of the company at any place. A notice or demand sent by post or by fax may be addressed to you at home, at your registered office or address or place of business or using the fax number last known to us and shall be deemed to have been received (in the case of service by post) on the first Business Day after posting and (in the case of service by fax) when sent. Any electronic communication will be effective only when actually received in readable form. Any electronic communication which becomes effective, in accordance with the preceding sentence, after 5.00pm in the place of receipt shall be deemed only to have become effective on the following Business Day.

A 25 FORCE MAJEURE
We shall not be responsible for delays or failures in the performance of our obligations under these Terms resulting from a force majeure which renders such performance impossible or illegal. We shall, however, minimise the effects of such failure to the extent reasonably possible, give notice and wherever practicable provide details of the force majeure immediately to you. The phrase 'force majeure' shall include, but is not limited to, such causes beyond our reasonable control and without our fault or negligence as are occasioned by acts of God, fire, floods, strikes, lock-outs, labour disputes, civil commotion, riots, acts of war, terrorism, acts of local government and parliamentary authority, the unavailability of data or information for or to update the Online Service, equipment, communication line, Integrated Services Digital Network (ISDN), internet or telephone link and power failures or power shortages which affect us or the access to and use of the Online Service.

A 26 THIRD PARTY CONTRACT RIGHTS
No Term is intended for the benefit of any third party, and neither we nor you intend that any Term should be enforceable by a third party either under the Contracts (Rights of Third Parties) Act 1999 or otherwise unless expressly stated otherwise in product specific Terms.

A 27 LAW AND JURISDICTION

A 27.1 The relationship between us and these Terms (including any non-contractual obligations arising out of or in connection with these Terms) is governed by the laws of England and Wales.

A 27.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including without limitation non-contractual disputes or claims). It is agreed that the courts of England are the most appropriate and convenient courts to settle disputes or claims and neither party will argue to the contrary. This Clause is for our benefit only. As a result, we shall not be prevented from taking proceedings relating to any dispute or claim in any other courts with jurisdiction. To the extent allowed by law, we may take concurrent proceedings in any number of jurisdictions.

A 27.3 If you have not entered into these Terms for the purpose of a business, trade or profession, the Clause directly above shall not apply and the courts of England shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including without limitation non-contractual disputes or claims).

A 27.4 If we choose not to exercise in full, or to delay exercising, any of our rights, powers or remedies arising under any facility document or otherwise, this will not prevent us from exercising our rights in full at a later date should we choose to do so.

A 28 ALTERATIONS TO THESE TERMS FOR FOREIGN JURISDICTIONS
You acknowledge that the use of banking services in relation to your Account(s) in certain countries or states is subject to specific local legislation. You hereby agree to be bound by any supplementary conditions which it may be necessary to include in these Terms to take account of such legislation.

A 29 REGULATORY INFORMATION AND COMPLAINT HANDLING

A 29.1 Bank Leumi (UK) plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Our firm registration number is 139217. To find out more about us, please see the financial services register: www.fca.org.uk/register.

A 29.2 If we do not deliver the standard of service you expect, or if you think we have made a mistake, please let us know. We will investigate the matter and, if necessary, set about putting things right as soon as possible. If you would like further information about our complaint handling process, please contact your relationship manager or our Compliance Department on +44 20 3772 1500.

A 29.3 We are a member of the Financial Ombudsman Service. If you make a complaint and are not satisfied with the outcome, you may be able to refer your complaint to the Ombudsman. You can find out more about the Financial Ombudsman Service by requesting a leaflet from our Compliance Department. Alternatively, you can contact the Financial Ombudsman Service by writing to Exchange Tower, Marsh Wall, London, E14 9SR or by telephone on 0800 023 4567 or 0300 123 9123, or from outside the United Kingdom on +44 20 7964 0500. Details are also available from the website of the Financial Ombudsman Service: www.financial-ombudsman.org.uk

A 30 COMPENSATION SCHEME
We are a member of the Financial Services Compensation Scheme (“FSCS”) established under the Financial Services and Markets Act 2000. If we are unable to meet our financial obligations, you may be eligible to claim compensation under the FSCS. Most depositors, including individuals and most businesses, are covered by the FSCS up to the current compensation limit. For further information about the compensation provided by the FSCS (including the amounts covered and eligibility to claim) please call us on +44 20 3772 1500 or refer to the FSCS website: www.FSCS.org.uk or call the FSCS on 0800 678 1100 or +44 20 7741 4100. Please note only compensation related queries should be directed to the FSCS.

A 31 INFORMATION ABOUT US AND CONTACT DETAILS

Bank Leumi (UK) plc is a company registered with the Registrar of Companies for England and Wales (Company number: 640370). Our registered office is 20 Stratford Place, London, W1C 1BG. Our telephone number is +44 20 3772 1500 and our fax number is +44 20 3772 1501. 

PART B LEUMILINK TERMS

This Part B governs the provision of the Online Service provided by us to enable you to use internet services to access and use selected bank Accounts and securities portfolios and other services and facilities. You agree that the Online Service provided to you will be subject to the Terms (including these LeumiLink Terms).

B 1 GENERAL OBLIGATIONS

B 1.1 Subject to your compliance with the Customer Pre-Requisites, any instructions issued by us and the procedures set out in these Terms, User Tools and any other document provided to you relating to the Online Service (as updated from time to time and acceptance by you of any update shall be deemed by your continued use of the Online Service), we will use our reasonable efforts to make the Online Service available in accordance with these Terms.

B 1.2 You undertake that the Corporate Administrator(s) and Registered User(s) will, at all times, only use the Online Service in accordance with your approval and with the Terms (including these LeumiLink Terms) including any variations, additions or amendments as notified to you from time to time.

B 1.3 You undertake that you will:
(a) at all times comply with the Security Measures;
(b) use the Online Service only for the purposes notified to you and in accordance with the User Tools, Bank Messages and/or other instructions from us;
(c) not use the Online Service after any notification of cancellation or withdrawal of the Online Service has been given to you either by us or by any person acting on our behalf;
(d) treat as confidential and maintain the confidentiality of the Security Information and Security Measures;
(e) prevent any disclosure of the Security Measures or Security Information (except to the Corporate Administrator or to Registered Users and the random characters from the relevant Security Codes requested by the system so that you can use the Online Service);
(f) instruct all Registered Users and Corporate Administrators to maintain the confidentiality of the Security Information and comply with the Security Measures;
(g) immediately notify us if any Registered User or Corporate Administrator ceases to be an authorised person, or leaves you, or if your address changes and make such changes as far as possible in the administration section of the Online Service;
(h) not access or attempt to access our internal network or the resources or information of our other customers;
(i) neither link or frame (or make any other connection to) or permit anyone else to link or frame (or make any other connection to) any part of the Online Service to or within any third party's website nor link any third party website to or within any part of the Online Service;
(j) ensure that the Online Service is only accessed by Registered Users and Corporate Administrators to prevent unauthorised and/or erroneous Instructions;
(k) adhere to these LeumiLink Terms and any variations, additions or amendments notified to you from time to time in accordance with Clause B 1.8;
(l) immediately notify us (and, if appropriate, cease using the Online Service) if you know or have reason to believe that:
(i) any Security Information is lost, mislaid, stolen or known to a person other than a Registered User or Corporate Administrator;
(ii) your Digipass® or any other Security Device is lost, stolen, misappropriated, misused, no longer works or has been compromised in any way by telephoning us on +44(0) 33 3241 6946;
(iii) there has been a failure to comply with the Security Measures; and/or
(iv) Security Measures or confidentiality are breached or compromised in any way.

B 1.4 You undertake that you will procure that each Registered User and Corporate Administrator:
(a) observes and performs the conditions of use of the Online Service set out in these LeumiLink Terms;
(b) takes all reasonable precautions to prevent the Security Information from becoming known to another person and prevents fraudulent use (for the avoidance of doubt, 'another' person does not include providing your Security Codes when requested by the Online Service);
(c) immediately notifies you and that you will notify us if the Security Information is lost, mislaid, stolen, becomes known to a person other than a Registered User, if there has been a failure to comply with the Security Measures or if there has been a delay in receipt of new or replacement Security Information;
(d) shall not use the Online Service for illegal purposes;
(e) shall not use the Online Service if they or you are in a jurisdiction or if they or you are a company or person restricted or prohibited under trade controls or sanctions regimes of the European Union, United States of America, United Kingdom or Switzerland and the respective governmental authorities or agencies of any of the foregoing; and
(f) shall use the Online Service in accordance with the relevant conditions for each Instruction and generally ensure that all Instructions to us:
(i) are appropriately and fully authorised by you;
(ii) are accurate and complete (the Online Service may not let you proceed or execute your Instructions in certain circumstances if all data fields are not accurate and complete); and
(iii) will achieve your intended purpose.

B 1.5 It is recommended that Registered Users change their Security Codes regularly and not less frequently than may be stipulated in the User Tools.

B 1.6 You undertake to immediately notify us if any matter under Clause B 1.3 or B 1.4 arises and is reported to you.

B 1.7 We shall not be responsible for fulfilling any Instructions made if you have failed to inform us of any of the circumstances described at Clause B 1.3.

B 1.8 We reserve the right to vary the Online Service at any time and shall in all cases endeavour to provide a period of notice appropriate to the circumstances giving rise to such variation or replacement.

B 1.9 You acknowledge that our supply to you of the Online Service and related technical information, documents and materials is subject to European Union and United States of America export control and trade sanctions laws and regulations, including but not limited to the European Union dual-use regulations, European Union financial sanctions, the United States of America export administration regulations and the United States of America Office of Foreign Assets Control trade sanctions regulations, in effect from time to time ("Trade Controls"). You further acknowledge the existence of such laws and limitations and agree to:
(a) comply strictly with the legal requirements established under the Trade Controls only to the extent that you have been informed of any such specific requirements by us; and
(b) co-operate with us in any official or unofficial audit, inspection or investigation that relates to the Trade Controls (only to the extent permissible by law and regulation applicable to you).

B 2 THE ONLINE SERVICE

B 2.1 The Online Service enables you in a Secure electronic environment to access a range of services and perform a number of tasks, including access Account(s) and a range of services including without limitation making Payment Instructions by electronic means (via the internet) as permitted by us (at our sole discretion).

B 2.2 Nothing in the LeumiLink Terms affects your right to operate your Account in accordance with the existing Terms of that Account.

B 2.3 You agree to us opting out of the applicable requirements of the Electronic Commerce Regulations (EC Directive) Regulations 2002 (as amended from time to time) to the maximum permissible extent.

B 2.4 You acknowledge that we may engage a Third Party Supplier to deliver all or part of the Online Service to you.

B 2.5 We may prepare, review and/or audit reports of your usage of the Online Service to ensure compliance with your obligations under the LeumiLink Terms.

B 2.6 You undertake to not use the Online Service for any unlawful or immoral purpose, including any illegal gambling or gaming purposes.

B 2.7 You shall be responsible for the content and accuracy of all Instructions.

B 2.8 Receipt by us of an Instruction shall constitute an unconditional authority from you to us to carry out the Instruction.

B 2.9 We can only act on an Instruction during our hours of operation and in accordance with the cut off times advised in the Main Terms, the User Tools and/or on the Online Service (as amended from time to time).

B 2.10 You acknowledge that any rate displayed when an Instruction is made by you may not necessarily be the rate which applies once such an Instruction is accepted and processed by us.

B 2.11 You authorise us to act upon all Instructions without taking any steps to ensure the authenticity of Instructions, notwithstanding that such Instructions may conflict with or are in any way inconsistent with any other Instruction received by us from you. Such authority shall survive any termination of the Online Service provided pursuant to the LeumiLink Terms in respect of Instructions received by us during a period of notice in respect of such termination.

B 2.12 We shall have absolute discretion in determining whether or not to act on Instructions which are or appear to be incomplete or inaccurate or may appear to be altered in the course of transmission. In the event that we decide for any reason not to act on any Instruction we may, but shall not be obliged to, notify you stating our reasons for that decision or we may request additional authorisation in accordance with the Security Measures. In the event that we decide not to act on any such Instruction or require additional authorisation we shall not be liable to you for any loss of whatever nature resulting from such declination or delay.

B 2.13 Instructions, notices and information provided or obtained through the use of the Online Service in accordance with the Terms shall have the same status as between you and us as if contained in an instrument in writing signed on behalf of the party transmitting it and addressed to the party receiving it.

B 2.14 If you believe or have reason to believe that content or information accessed or received by you in connection with your use of the Online Service is not intended for you, you shall promptly notify us and forthwith delete any record of the information, not access it further, not delete the record of its receipt and undertake not to divulge to any other party that information or the fact that any such information has been accessible or received.

B 2.15 Each party undertakes to notify the other immediately if it becomes aware or suspects that there has occurred any failure or delay in receiving any Instruction, programming error, transmission error, defect or corruption of any Instruction and to co-operate with the other party in trying to remedy the same.

B 2.16 You may not cancel/amend any Instruction after it has been received by us, unless the Instruction is post-dated. If you wish to cancel a post-dated Instruction, you must inform us at least one Business Day prior to the date of the intended payment.

B 2.17 It is your responsibility to check that the Account balances and all other information accessed via the Online Service correspond with paper statements and all other Account information provided by us to you from time to time.

B 2.18 You acknowledge that any Instructions (including, without limitation, any Instructions that contain large amounts of data fields such as payroll related data) shall be accurate and complete and it is your responsibility to ensure that each data field is accurate and complete. We will not be liable for any Instructions that are not accurate and complete even where it appears that the Online Service has accepted the Instructions in relation to large amounts of data fields. For the avoidance of doubt we shall not be responsible for checking or ensuring the accuracy or correctness of Beneficiary details including without limitation checking that Beneficiary name and destination account details are correct.

B 2.19 You shall not create indebtedness to us by using the Online Service except with our prior consent. If you create unauthorised indebtedness, you must provide covering funds on demand by the close of business on the day of demand.

B 2.20 We reserve the right to refer, reverse, suspend or cancel any transfers or Instructions whatsoever through the Online Service if in our reasonable opinion the circumstances so require and we shall have no liability to you or to the Beneficiary as a result of such referral, reversal, suspension or cancellation.

B 2.21 In the event that you wish to effect Instructions in respect of an Account not held in your name, you shall procure that such Account holder agrees to be bound by these LeumiLink Terms and to disclosure being made of the details of their Account to you and us in a form provided to and accepted by us from time to time. You undertake to indemnify us for any claims that such Account holders may make for breach of confidentiality.

B 3 SECURITY

B 3.1 The login procedure, which involves a User ID, Security Codes and Security Device is designed to aid the security of the Online Service.

B 3.2 We will only accept Instructions from you through the Online Service in accordance with the Security Measures.

B 3.3 You must use all reasonable endeavours to:
(a) ensure that Registered Users do not give or disclose your account details, Security Devices or Payment Instructions to anyone else to use them;
(b) ensure that Registered Users do not chose a Security Code or any security details which are easy for anyone to guess; and
(c) ensure that Registered Users store all Security Devices safely and dispose of any personal information securely and permanently.

B 3.4 You shall take reasonable care to ensure that unauthorised access to the Online Service is prevented.

B 3.5 Subject to the Terms, you authorise us to act upon all your Instructions delivered through the Online Service without taking any steps to ensure the authenticity of such Instructions, or the authority of the persons giving the Instructions, even if such Instructions were in fact not so authorised, or made fraudulently, or conflict with or are in any way inconsistent with any other Instructions or mandates given by you.

B 3.6 We have adopted Security Measures only for the purposes of verifying Instructions as being yours and not for detecting errors in the content of the Instructions. We cannot guarantee that our monitoring and analysis procedures will identify all possible intrusions that our Online Service may encounter.

B 3.7 You agree to follow the Security Measures precisely and in a pro-active manner. You will use all reasonable endeavours to implement and enforce any Security Measures in consideration of your business and your day-to-day commercial practices (which you know best), including keeping the Security Measures confidential to prevent unauthorised Instructions or errors. It is your responsibility to maintain and monitor your own hardware and software to ensure that it is not contaminated by viruses, worms, "Trojan horses", cancel bots, and other contaminants or containing any codes or Instructions that may or will be used to access, modify, delete, corrupt, deteriorate, alter or damage any data, files or other computer programs.

B 3.8 You confirm that the Security Measures are appropriate for your intended use and without limitation, that you are responsible for the installation and maintenance of appropriate and up-to-date browsers, firewalls and anti-virus software. You will notify us if, at any time, you become aware of facts which suggest that the Security Measures no longer seem or will be adequate.

B 3.9 You acknowledge that you are solely responsible for establishing and applying adequate security systems and procedures for monitoring all use of or access to the Online Service, including, without limitation, all payments and transfers made, in order to ensure that any person using the Online Service is doing so within the limits of his authority and that no Instructions have been effected which would indicate that unauthorised persons are in possession of the Security Codes.

B 3.10 You acknowledge and accept the extensive ability and control available to you to use the Online Service on your behalf and you must ensure that neither you or your Registered User(s) do anything during or after the termination of the Online Service provided pursuant to the LeumiLink Terms which may result in the security of the Online Service, the Online Service itself or the security of any other customers being compromised. For the avoidance of doubt this includes (without limitation):
(a) accessing the Online Service but leaving it open for unauthorised users to access; and
(b) leaving Security Information on display or available for unauthorised users to access the Online Service or using the Online Service via a computer or other such device without first ensuring that it is secure (such as at an internet cafe or such other public places where internet access can be used to access and use the Online Service).

B 3.11 Prior to the provision of the Online Service to you, you shall notify us in writing or any other format requested by us of the name and address of the Registered User(s) or Corporate Administrator(s) to whom we are to send the Security Codes, Security Devices and any other information relating to use of the Online Service. We will remain authorised to send the Security Codes and other such information to that/those person(s) until you notify us to the contrary in writing. You will provide such evidence of your authority to nominate the Corporate Administrator(s) and Registered User(s) as we may require.

B 3.12 We shall not be liable for any loss arising directly or indirectly from your use of any software (including but not limited to software which stores passwords) communication link, user guide or other information/media not specifically referred to in these LeumiLink Terms or supplied/recommended by us.

B 4 INTELLECTUAL PROPERTY RIGHTS

B 4.1 We own or are licensed to use the names Bank Leumi (UK), Bank Leumi (UK) plc and LeumiLink and to all the material used in the provision of the Online Service and permit you to copy the User Tools solely for the purposes of the Online Service under these LeumiLink Terms.

B 4.2 We grant you, for the duration of these LeumiLink Terms a non-transferable, non-exclusive, worldwide, royalty free licence to access and use our information, User Tools, know-how relating thereto, trademarks, patents, copyrights, design rights (whether registered or unregistered), database rights, all other intellectual property rights and any material or content in the Online Service (collectively known as Intellectual Property) solely to the extent necessary to access and use the Online Service in accordance with these LeumiLink Terms with no power to grant any sub-licence or sub-licences in respect of such licence.

B 4.3 You grant us a perpetual, irrevocable, non-exclusive, worldwide, royalty free licence to use all information provided by you to us in using the Online Service. You consent to us using the information (including company name, individual contact at the company, company address, trading habits) we obtain from you for the purposes of carrying out the activities contemplated by these LeumiLink Terms.

B 4.4 You undertake not to copy, reproduce, publish, distribute, sell, exploit or otherwise part with or make any other use of the Intellectual Property nor to authorise, enable or assist any third party in doing so, except to the extent required by law.

B 4.5 You undertake not to delete or alter or attempt to delete or alter any proprietary or copyright notices or trade mark(s) or trade mark notices appearing on the Online Service, User Tools or any materials furnished to you under these LeumiLink Terms.

B 4.6 You acknowledge that all rights in the Intellectual Property are, and shall remain, vested in us and agree not to infringe, challenge or call into question our rights in the Intellectual Property nor to do or permit anything to be done which may reflect badly upon or be detrimental to the Intellectual Property or which may be inconsistent with or damage our good name, reputation and image. You agree to inform us immediately if you become aware of any third party activity which infringes or threatens to infringe the Intellectual Property.

B 4.7 You shall indemnify us from and against any losses, damages, costs, charges, expenses and other liabilities (including, without limitation, reasonable legal fees), incurred or awarded against us as a result of, or in connection with, your use of the Intellectual Property otherwise than in accordance with these LeumiLink Terms.

B 5 ACCESS AND USE

B 5.1 Your access to and use of (in either whole or part(s)) the Online Service will be determined at our sole discretion.

B 5.2 We reserve the right to modify or suspend access to the Online Service at any time. However, should it be necessary to modify or suspend the Online Service for any reason, including the need to maintain the integrity and/or security of the Online Service, wherever possible, we will notify you.

B 5.3 In the event of any breach of the Security Measures or security of the Online Service, we may disconnect the Online Service from the internet and/or your systems. We shall, in any event and without liability, disconnect the Online Service from your systems if we believe that such action is advisable for the protection of the Online Service and/or your system. In such an event, we shall notify you of the disconnection as soon as practical. If the breach of security is due to your failure to implement the Security Measures we will be entitled to suspend your access to the Online Service until we are satisfied that the security failure has been remedied.

B 5.4 A Registered User's Security Device, User ID and Security Codes may be revoked or cancelled at any time without giving you prior notice to assist us in maintaining the security of your Account or use of the Online Service.

B 5.5 A Bank Message may be used to advise you of the availability of the Online Service.

B 5.6 You undertake to access and use the Online Service, the User Tools and all other materials supplied to you by us in connection with these LeumiLink Terms only for the purpose of using the Online Service in accordance with the Terms (including the LeumiLink Terms) and you acknowledge that any other use of the Online Service or any other materials supplied by us to you shall be deemed to be a breach of these LeumiLink Terms.

B 5.7 We may use cookies on the Website and to enable us to provide the Online Service. Switching off or "opting out" of the use of cookies will mean that Registered Users may not be able to use certain features of the Website and the Online Service. We shall not have any responsibility to you for any loss or damage that you may suffer as a result of any inability or delay in your ability to use the Online Service or any functionality of the Online Service (including that relating to Instructions and payments) resulting from cookies being disabled. You can find out more information about the cookies we use by reading the cookies policy on the Website.

B 5.8 You understand and agree that:
(a) new technology, configuration changes, software upgrades and routine maintenance, among other items, can create new and unknown security exposures; and
(b) computer "hackers" and other third parties continue to employ increasingly sophisticated techniques and tools, resulting in ever-growing challenges to individual computer system security and that consequently our performance as described in these LeumiLink Terms does not constitute any representation or warranty by us about the security of the Online Service including any representation or warranty that the Online Service is safe from intrusions, viruses, virus threats or any other security exposures, or that the Online Service will identify all security vulnerabilities,
however, we will monitor emerging computer security threats using Good Industry Practice and advise you of any additional Security Measures which we would recommend generally against new security threats.

B 5.9 It is essential that you tell us as soon as you can if you suspect or discover that someone else knows your Security Information and may use it without your authority. Once you have told us that someone else knows your Security Information, we will take immediate steps to prevent this information from being used. We will refund you the amount of any transaction not authorised by you after you have told us that someone else knows your Security Information.

B 6 EQUIPMENT

B 6.1 The Digipass® and any other Security Device provided you by us shall, at all times, remain our property.

B 6.2 Pursuant to Clause B 1.3(l)(ii), should, for whatever reason, your Digipass® or any other Security Device become lost, stolen, misappropriated, misused, no longer work or become compromised in any way, you are required to inform us immediately by telephoning us on +44 (0) 33 3241 6946. A replacement will be provided however fees may be incurred.

B 6.3 You are responsible for access to the Website through your own internet service provider and equipment that meets the specifications provided to you in the User Tools. We are not responsible for any errors or failures that arise from any malfunction of your equipment or any costs associated with your equipment or the provision of services from your internet service provider.

B 7 CONFIDENTIALITY

B 7.1 You agree at all times to treat and maintain as strictly confidential the User Tools and any other property, material or other information (including, without limitation, the methodology in the use of the Online Service) furnished to you hereunder by us whether verbally, in writing or electronically and you shall not and shall procure that the Corporate Administrator(s) and Registered User(s) shall not demonstrate or otherwise show, describe or make available the operation of the Online Service or the User Tools (including any supporting documentation) to any third party without our express prior written consent.

B 7.2 This Clause shall continue in force notwithstanding the termination of the Online Service provided pursuant to the LeumiLink Terms.

B 8 WARRANTIES AND INDEMNITIES

B 8.1 We will make reasonable efforts to ensure that the Online Service will perform in substantially the same way as described in these LeumiLink Terms. We will take reasonable precautions to maintain the security of the Online Service.

B 8.2 Whilst every effort will be taken to maintain the security of the Online Service, due to the use of common components such as the internet and your own systems and infrastructure, receipt of Instructions will not be guaranteed by the Online Service. Accordingly, we cannot accept any responsibility for the delay or non-delivery of Instructions or accept any liability for such non-delivery. In the event that there is a dispute as to whether or not an Instruction was delayed or delivered or as to the nature or content of an Instruction sent via the Online Service, including any purported repudiation of an Instruction, our records shall be conclusive of the issue.

B 8.3 Further, whilst every effort is made to ensure that no data, including Instructions, are lost from the system this cannot be guaranteed. Further, once you delete data from the Online Service it cannot be retrieved. Accordingly, it is your responsibility to establish and maintain whatever back-up data you believe necessary for your business needs.

B 8.4 You agree that we shall have no liability:
(a) for any provision of security-related services or advice that we may voluntarily provide outside the scope of these LeumiLink Terms; or
(b) any third party disruptions to the Online Service.

B 8.5 It is agreed that you will keep us indemnified from and against all actions, proceedings, claims and demands which may be brought or made against us and all losses, costs, charges, damages and expenses which we may incur or sustain in acting on your Instructions or for which, as a result, you may become liable, provided that such Instructions reasonably appear to be sent in accordance with the Security Measures.

B 8.6 You give us your irrevocable authority to debit your Account (whether or not an overdraft is so created or increased) in accordance with any Instructions (and with any sums due under this indemnity).

B 8.7 You will indemnify us (and any Third Party Supplier) and keep us (and any Third Party Supplier) indemnified against any damages, penalties, costs and expenses which may be awarded by a court against us (or any Third Party Supplier) or the amount of any settlement agreed by us (or any Third Party Supplier) as a result of any claim or action brought against us (or any Third Party Supplier) to the extent that the claim is that our (or any Third Party Supplier’s) possession or use of the Content by its completion, amendment or alteration by you is Unlawful Content.

B 8.8 The provisions of this Clause B 8 are in addition to and not in substitution for the provisions of your Mandate (from time to time).

B 8.9 If we are unable to complete our security checks or any other verification or authorisation process for any reason, you accept that we will not process the Instructions and we will not be held liable for any subsequent losses, claims, costs or interest incurred by you.

B 8.10 You warrant that any Instructions or operations whatsoever that impact on Associated Accounts or the Accounts of third parties through your use of the Online Service is done so with the authority of the third party and you will indemnify us and keep us indemnified against any damages, penalties, costs and expenses which may be awarded by a court against us or the amount of any settlement agreed by us as a result of any claim or action brought against us by a third party as a result of such use of the Online Service.

B 9 DISCLAIMER OF WARRANTY
The warranties set out in Clause B 8 are the only warranties made by us in respect of the Online Service. We do not warrant that the Online Service will meet your specific requirements. Subject to Clause B 8, we make no warranty of any kind, either express or implied, with respect to the use of the Online Service. We disclaim any and all statutorily or otherwise implied warranties, including of quality, satisfactory quality or fitness for a particular purpose to the maximum extent permissible by law. Subject to these LeumiLink Terms, you assume the entire risk as to the availability, quality and performance of the Online Service.

B 10 LIABILITY

B 10.1 We shall use all reasonable endeavours to provide the Online Service in accordance with these LeumiLink Terms and to ensure that all information available through the Online Service is accurate.

B 10.2 Unless incurred or suffered as a result of the negligence or wilful default of the Bank (save in respect of Clause B 10.2(f)), you shall be responsible for and shall indemnify and keep us indemnified on demand from and against all costs, losses, claims, damages and demands which may be incurred or suffered directly or indirectly by us as consequence of:
(a) your use of the Online Service otherwise than in accordance with these LeumiLink Terms and/or the User Tools;
(b) unintelligible or incorrect information provided by you;
(c) the delay or non-arrival of Instructions sent by you to us;
(d) any failure by you (which includes, without limitation, by your Corporate Administrators and Registered Users) to comply with any of these LeumiLink Terms;
(e) use of the Online Service by any unauthorised person or entity, providing such unauthorised use is as a result, directly or indirectly, of an act or failure to act on your part, or on the part of your Corporate Administrator or Registered User; and
(f) any claims or demands made against us by your customers or clients for whom you operate designated Accounts using the Online Service providing any such claims or demands are made as a result, directly or indirectly, of an act or failure to act on your part.

B 10.3 We expressly exclude liability for indirect or consequential loss or damage which may arise out of or in connection with the performance or purported performance of or failure in performance of our obligations under these LeumiLink Terms or the use of the Online Service and for loss of or corruption to data, loss of profit, business, revenue, goodwill or anticipated savings even if we were aware of the possibility that such loss or damage could occur, which may arise out of or in connection with your use of any part of Online Service or you entering into these LeumiLink Terms.

B 10.4 The Online Service is subject to planned and unplanned maintenance work. In particular, we reserve the right to perform unscheduled and emergency maintenance work at any time to maintain security, data network connectivity and/or a component of the Online Service. Whilst every effort will be made to minimise the impact of the maintenance work on the Online Service, the hours of operation of the Online Service may be affected and we accept no liability arising from the non-availability of the Online Service.

B 10.5 We do not accept liability for any delay in the transit of Payments or the carrying out of any Instructions in general, unless such delay is caused by our fault or negligence.

B 10.6 The provisions of this Clause B 10 are in addition and without prejudice to any other specific provisions excluding our liability under these LeumiLink Terms.

B 10.7 You shall notify us immediately of any errors contained in the information we obtain through any part of the Online Service. If you are aware of errors or an error which you fail to relay to us, you will be liable for any losses which we incur as a result of your failure to relay information about those errors or that error.

B 10.8 Nothing in these LeumiLink Terms and in particular within this Clause B 10 shall attempt to exclude liability that is not permissible under applicable law, including without limitation, for death or personal injury, or for fraudulent misrepresentation.

B 10.9 You agree that the limitations and exclusions set out in these LeumiLink Terms are reasonable having regard to all the relevant circumstances, and the levels of risk associated with our obligations under these LeumiLink Terms.

B 10.10 You shall take all reasonable steps to mitigate your loss arising in relation to any claim or action (whether for negligence, breach of contract or otherwise) which you bring against us.

B 10.11 Nothing in these LeumiLink Terms shall exclude any liability we may owe to you under the Financial Services and Markets Act 2000 and rules made under it.

B 11 PAYMENT TERMS

B 11.1 You agree to pay our scale of charges as the same may vary from time to time for the provision of the Online Service as specified in the charges booklet advised to you by us from time to time and any other charges arising from the use of the Online Service. The charges shall be exclusive of VAT.

B 11.2 We may vary the charges from time to time giving you two months' notice in writing including through the Online Service.

B 12 TERM AND TERMINATION

B 12.1 We may terminate the Online Service provided pursuant to the LeumiLink Terms or, at our option, suspend the provision of the Online Service to you until we, at our entire discretion, are satisfied that the provision of the Online Service to you may be resumed summarily without prior notice to you on the occurrence of any or all of the following events:
(a) if you breach any of your obligations under these LeumiLink Terms; or
(b) the occurrence of a force majeure as defined in Clause A 25.

B 12.2 Notwithstanding the right to terminate by giving no less than one month’s prior notice in writing, we reserve the right to suspend immediately Users' Permissions whenever we deem such action necessary in our absolute discretion.

B 12.3 Wherever practicable we will give you reasonable notice before terminating or suspending the Online Service in accordance with Clause B 12, and where the reason for termination falls under B 12.1 and the breach is capable of remedy, we may, in our sole discretion, allow you a reasonable opportunity to remedy such breach.

B 12.4 Either party may terminate the provision or use of all or part of the Online Service provided pursuant to the LeumiLink Terms by giving to the other not less than one month's notice in writing.

B 12.5 Subject to Clause B 12.1, we shall have the right at any time by giving notice in writing or through the Online Service to you to terminate the provision of all or part of the Online Service provided pursuant to the LeumiLink Terms forthwith in any of the following events:
(a) if you through your use of the Online Service or otherwise, misuse your Account or Accounts with us for the purposes of or relating to any conduct which is or may be unlawful or a criminal offence; or
(b) you becoming Insolvent or being subject to Insolvency Proceedings in any jurisdiction in which you are incorporated, resident or carrying on business.

B 12.6 The provision of the Online Service and these LeumiLink Terms shall terminate automatically without notice being given by either party on the termination, expiry or closure of your Account or Accounts with us in respect of which the Online Service is provided.

B 12.7 You agree to cancel all future Instructions through the Online Service at the time of termination, to ensure that transactions made by you will not be duplicated. We will cease to act on Instructions including previously scheduled transactions, once we have had a reasonable opportunity to act on the termination notice.

B 12.8 In the case of termination of your use of the Online Service, no further transactions from your Account will be actioned via the Online Service, including those that have been previously authorised.

B 13 CONSEQUENCES OF TERMINATION

B 13.1 Within 14 days following the date of termination of the provision of all or part of the Online Service you shall return to us in good condition the User Tools and all materials supplied to you by us in connection with the terminated part of the Online Service provided pursuant to the LeumiLink Terms or with these LeumiLink Terms (as the case may require) and any copies thereof.

B 13.2 Termination of all and/or part of the Online Service shall not affect any action required to complete or implement Instructions which were sent by means of the Online Service before such termination if the Bank, in its absolute discretion, decides to complete or implement any such Instructions.

B 13.3 Termination will not affect the rights and remedies of either party accrued prior to the date of termination nor will it affect any provision of these LeumiLink Terms under which such rights and remedies accrued. Further, after termination you will maintain the confidentiality of the Online Service, Security Information and Security Measures.

B 13.4 All rights and obligations of the parties shall cease to have effect immediately upon termination of the Online Service provided pursuant to the LeumiLink Terms except that termination shall not affect the accrued rights and obligations of the parties under those clauses in the LeumiLink Terms which are expressed to survive termination.

B 14 COMMUNICATION BY TEXT MESSAGE

B 14.1 In accordance with your indicated preference on your Account opening mandate and Application Form and where you have provided consent, we may send you text messages:
(a) in relation to the verification, authentication and identification of you, your Account or your Security Information;
(b) if we have agreed an informal overdraft on your Account;
(c) if there is an insufficient available balance in your Account to meet payments due to be made that day; or
(d) for other purposes which we may notify you of from time to time.

B 14.2 Once you have opted-in, you can chose not to receive text messages at any time by opting-out online via LeumiLink or by contacting us directly (please see our contact details at Clause A 31).

B 14.3 It may not be possible for us to send you text messages on every occasion specified above (if, for example, we are updating our systems) and you must continue to monitor your Account carefully yourself.

B 14.4 We will send text messages in accordance with the above, to the most recent mobile number we hold. You must inform us as soon as possible if your contact details change.

B 14.5 If you are outside of the UK some mobile network operators may charge you for receiving text alerts.

PART C CORPORATE FINANCE – TERMS

In this Part C these Corporate Finance Terms explain our obligations to you and your obligations to us in relation to your Corporate Finance Account(s). They apply to such Account(s) you hold with us and the services we provide in connection with your Account(s) and must be read in conjunction with the Main Terms and any additional conditions relating to a particular service or facility provided to you by us.

We may discuss with you your borrowing needs in relation to underlying transactions and requirements but such discussions are strictly on the basis that we do not give advice on the underlying transactions or on the suitability of any facilities that we provide. You should obtain independent advice on any underlying transactions for which we provide finance and on the suitability for your needs of the facilities provided.

C 1 OPENING YOUR ACCOUNT
Before an Account can be opened, you will need to complete the relevant Application Form, and provide us with the identification and proof of address documents specified on the form(s) and any other documents as we may require from time to time.

C 2 YOUR AUTHORITY

C 2.1 Subject to the provisions of this Clause, we will act in accordance with the authority contained in the mandate for your Account unless it is cancelled by you, or treated as cancelled by operation of law.

C 2.2 We reserve the right not to carry out any Instruction which we consider to be incomplete or unclear or which appears to us to conflict with another Instruction or to be contrary to law. Where appropriate, we will attempt to make contact to seek clarification of the Instruction. We shall not be liable for any loss or damage which you may incur as a result of our seeking clarification or our decision not to carry out Instructions where clarification cannot be obtained to our satisfaction.

C 2.3 If correspondence addressed to you is returned to us unopened or if your Account is dormant for a period of 12 months we may require you to fulfil our Account opening formalities for a new Account before acting on your Instructions.

C 3 CHARGES – CORPORATE FINANCE CUSTOMERS

Please note that these Terms should be read in conjunction with the Main Terms relating to charges (as contained at Clause A 14).

C 3.1 We may vary our charges from time to time. We will notify you in writing at least one month prior to us increasing our charges or introducing a new charge.

C 3.2 Unless we indicate otherwise in writing, any fees quoted for the provision of a facility or service will be exclusive of all legal, valuation and other expenses which we may incur in connection with the provision of that facility (including any associated security) or service. We shall be entitled to deduct from your Account our standard fee or commission for any facilities or services that we provide.

C 4 CLOSING YOUR ACCOUNT – CORPORATE FINANCE CUSTOMERS

Please note that these Terms should be read in conjunction with the Main Terms relating to closing your account (as contained at Clause A 22).

C 4.1 We may, at any time, terminate our relationship with you on giving you at least one month’s prior notice (subject to Clause C 4.2). On expiry of this notice all amounts outstanding under any Account or facility will become immediately due and payable by you and interest will continue to accrue on all debit balances at the interest rate(s) applicable to each respective facility until payment is received in full. Interest shall cease to accrue on any credit balances immediately on expiry of the notice.

C 4.2 We may take action to close your Account immediately in exceptional circumstances such as that we reasonably believe that:
(a) you have given us false information at any time;
(b) you or someone else is using the Account illegally or for criminal activity;
(c) your behaviour is such that we consider it inappropriate for us to maintain your Account;
(d) by maintaining your Account we might break a law, regulation, code or other duty which applies to us;
(e) by maintaining your Account we consider we may cause damage to our reputation;
(f) you have been in serious or persistent breach of these Terms or any additional conditions which apply to an Account or facility; or
(g) it may leave us exposed to censure from government, a regulator or law enforcement.

C 5 OUR RIGHTS OF "SET-OFF" AND "COMBINATION"

C 5.1 If any Accounts you hold with us are in credit and you have failed to pay us any amount which you owe on any other Accounts you hold with us anywhere (including any loan or card Accounts and those in different currencies) or otherwise under any facility or agreement you have with us, we may use the money you hold with us to reduce or repay the amount which you owe us. This is called our right of "set-off". We may also set one of your Accounts against another of your Accounts to determine how much you owe us. This is called our right of "combination". We may (and you irrevocably authorise us to) use this money to buy such other currencies at our spot rate as may be necessary in order for us to exercise any right of set-off or combination we may have.

C 5.2 We can use our right of set-off or combination in respect of Accounts which are in your sole name and Accounts which are in the joint names of you and another person to reduce or repay amounts owed by you or that person in your sole name or jointly.

C 5.3 We can use money you have in your Account(s) to pay something you owe us as described above even if there is a court decision against you or you are fined (including interest arising after the date of the final decision or fine), unless the court instructs us otherwise, or we are otherwise prevented by law.

C 5.4 We will not use our right of set-off or combination against any money which we hold in an Account in your name which you have advised us is not yours. We will also not use our right of set-off or combination
against any money which we are required to hold by law in an Account in your name for someone else.

C 5.5 We can use our right of set-off or combination without telling you in advance.

C 6 OUR LIABILITY TO YOU AND YOUR LIABILITY TO US - CORPORATE FINANCE CUSTOMERS

C 6.1 We will be liable to you for any loss, injury or damage resulting from any failure, delay or error in carrying out your Instructions (however caused) but our liability will be limited to the lower of:
(a) the amount of such loss, injury or damage; and
(b) the amount of any interest you do not receive or any interest you have to pay as a result of such failure, delay or error.

C 6.2 We will not be liable to you if:
(a) we do not act on your Instructions for any reason under Clause A 5;
(b) the Instructions you give us are incorrect; or
(c) we cannot carry out our responsibilities under these conditions as a result of anything beyond our reasonable control. This includes, amongst other things, any machine or electronic device failing to work and industrial disputes.

C 6.3 We will not be liable to you in any circumstances for:
(a) loss of business, loss of goodwill, loss of opportunity, loss of profit;
(b) any type of special, consequential or indirect loss whatsoever; or
(c) loss caused as a result of any use by you of any Account aggregation or similar service provided by someone else.

C 6.4 If you discover that someone has used, or attempted to use, your Account fraudulently, you should notify us immediately. Notification can be provided to us by phone or fax. We will be liable for any losses incurred subsequent to you notifying us.

C 6.5 Nothing in these Terms and in particular within this Clause C 6 shall attempt to exclude liability that is not permissible under applicable law, including without limitation, for death or personal injury, or for fraudulent misrepresentation.

C 6.6 If you breach any of these Terms, we shall be entitled to claim from you any losses or costs that we incur as a result of your breach. These include, but are not limited to, the costs of tracing you, notifying you of the breach, communicating with you about the breach and enforcing payment of any amount due to us. Our entitlement to claim such losses from you is in addition to our entitlement to recover from you any monies that you already owe us (such as the amount outstanding on any facility we have made available to you, or any fees for our services that you have not yet paid).

PART D PRIVATE BANKING - TERMS

In this Part D these Private Banking Terms explain our obligations to you and your obligations to us in relation to your Private Banking Account(s). They apply to such Account(s) you hold with us and the services we provide in connection with your Account(s) and must be read in conjunction with the Main Terms and any additional conditions relating to a particular service or facility provided to you by us.

D 1 OPENING YOUR ACCOUNT
Before an Account can be opened, you will need to complete the relevant Application Form, and provide us with the identification and proof of address documents specified on the form(s) and any other documents.

D 2 YOR UAUTHORITY

D 2.1 Subject to the provisions of this Clause, we will act in accordance with the authority contained in the mandate for your Account unless it is cancelled by you, or treated as cancelled by operation of law.

D 2.2 We reserve the right not to carry out any Instruction which we consider to be incomplete or unclear or which appears to us to conflict with another Instruction or to be contrary to law. Where appropriate, we will attempt to make contact to seek clarification of the Instruction. We shall not be liable for any loss or damage which you may incur as a result of our seeking clarification or our decision not to carry out Instructions where clarification cannot be obtained to our satisfaction.

D 2.3 If correspondence addressed to you is returned to us unopened or if your Account is dormant for a period of 12 months we may require you to fulfil our Account opening formalities for a new Account before acting on your Instructions.

D 2.4 If you have a joint Account with us, and any one of the joint Account holders informs us of a dispute between you and them, we may treat this as a request to cancel the mandate and may refuse to carry out further Instructions without the express authority of all joint Account holders. We will notify you if this is the case.

D 2.5 If we receive evidence of the death of one of the joint Account holders, we will transfer the account into the name of the remaining Account holder(s) who will have authority to instruct us to pay to them any credit balance, subject to the provisions of the mandate and to any rights which we or any third party may have (for example, a beneficiary under the will of the person who has died).

D 2.6 If we receive notice that one joint Account holder has become mentally incapable, we will not allow withdrawals, accept new Payment Instructions or an Instruction to close the account from the remaining joint Account holder from that time. We will only be able to make payments that were authorised before we received such notice until either an attorney or receiver is appointed to act for that person who is mentally incapable.

D 2.7 In the event of your death, we may require a grant of probate or grant of representation before releasing the money in your Account to your personal representative(s).

D 3 CHARGES – PRIVATE BANKING CUSTOMERS

Please note that these Terms should be read in conjunction with the Main Terms relating to charges (as contained at Clause A 14).

D 3.1 We may vary our charges from time to time. We will notify you in writing at least two months prior to us increasing our charges or introducing a new charge.

D 3.2 Unless we indicate otherwise in writing, any fees quoted for the provision of a facility or service will be exclusive of all legal, valuation and other expenses which we may incur in connection with the provision of that facility (including any associated security) or service. We shall be entitled to deduct from your Account our standard fee or commission for any facilities or services that we provide.

D 4 CLOSING YOUR ACCOUNT – PRIVATE BANKING CUSTOMERS

Please note that these Terms should be read in conjunction with the Main Terms relating to closing your account (as contained at Clause A 22).

D 4.1 We may, at any time, terminate our relationship with you on giving you at least one month’s prior notice (subject to Clause D 4.2). On expiry of this notice all amounts outstanding under any Account or facility will become immediately due and payable by you and interest will continue to accrue on all debit balances at the interest rate(s) applicable to each respective facility until payment is received in full. Interest shall cease to accrue on any credit balances immediately on expiry of the notice.

D 4.2 We may take action to close your Account immediately in exceptional circumstances such as that we reasonably believe that:
(a) you have given us false information at any time;
(b) you or someone else is using the Account illegally or for criminal activity;
(c) your behaviour is such that we consider it inappropriate for us to maintain your Account;
(d) by maintaining your Account we might break a law, regulation, code or other duty which applies to us;
(e) by maintaining your Account we consider we may cause damage to our reputation;
(f) you have been in serious or persistent breach of these Terms or any additional conditions which apply to an Account or facility; or
(g) it may leave us exposed to censure from government a regulator or law enforcement.

D 5 OUR RIGHTS OF "SET-OFF" AND "COMBINATION"

D 5.1 If any Accounts you hold with us are in credit and you have failed to pay us any amount which you owe on any other Account(s) you hold with us anywhere (including any loan or card Accounts and those in different currencies) or otherwise under any facility or agreement you have with us, we may use the money you hold with us to reduce or repay the amount which you owe us. This is called our right of "set-off". We may also set one of your Accounts against another of your Accounts to determine how much you owe us. This is called our right of "combination". We may (and you irrevocably authorise us to) use this money to buy such other currencies at our spot rate as may be necessary in order for us to exercise any right of set-off or combination we may have.

D 5.2 We can use our right of set-off or combination in respect of Accounts which are in your sole name and Accounts which are in the joint names of you and another person to reduce or repay amounts owed by you or that person in your sole name or jointly.

D 5.3 We can use money you have in your Accounts to pay something you owe us as described above even if there is a court decision against you or you are fined (including interest arising after the date of the final decision or fine), unless the court instructs us otherwise, or we are otherwise prevented by law.

D 5.4 We will not use our right of set-off or combination against any money which we hold in an Account in your name which you have advised us is not yours. We will also not use our right of set-off or combination against any money which we are required to hold by law in an account in your name for someone else.

D 5.5 We can use our right of set-off or combination without telling you in advance. However, where you have not entered into these Terms for the purpose of a business, trade or profession, we will remind you of our right of set-off or combination in advance, unless we reasonably think you will do something to prevent us from obtaining repayment by set-off or combination.

D 6 OUR LIABILITY TO YOU AND YOUR LIABILITY TO US – PRIVATE BANKING CUSTOMERS

D 6.1 We will be liable to you for any loss, injury or damage resulting from any failure, delay or error in carrying out your Instructions (however caused) but our liability will be limited to the lower of:
(a) the amount of such loss, injury or damage; and
(b) the amount of any interest you do not receive or any interest you have to pay as a result of such failure, delay or error.

D 6.2 We will not be liable to you if:
(a) we do not act on your Instructions for any reason under Clause A 5;
(b) the Instructions you give us are incorrect; or
(c) we cannot carry out our responsibilities under these conditions as a result of anything beyond our reasonable control. This includes, amongst other things, any machine or electronic device failing to work and industrial disputes.

D 6.3 We will not be liable to you in any circumstances for:
(a) loss of business, loss of goodwill, loss of opportunity, loss of profit;
(b) any type of special, consequential or indirect loss whatsoever; or
(c) loss caused as a result of any use by you of any Account aggregation or similar service provided by someone else.

D 6.4 If you discover that someone has used, or attempted to use, your Account fraudulently, you should notify us immediately. Notification can be provided to us by phone or fax. We will be liable for any losses incurred subsequent to you notifying us.

D 6.5 Nothing in these Terms and in particular within this Clause D 6 shall attempt to exclude liability that is not permissible under applicable law, including without limitation, for death or personal injury, or for fraudulent misrepresentation.

D 6.6 If you breach any of these Terms, we shall be entitled to claim from you any losses or costs that we incur as a result of your breach. These include, but are not limited to, the costs of tracing you, notifying you of the breach, communicating with you about the breach and enforcing payment of any amount due to us. Our entitlement to claim such losses from you is in addition to our entitlement to recover from you any monies that you already owe us (such as the amount outstanding on any facility we have made available to you, or any fees for our services that you have not yet paid).

PART E DEFINITIONS

Account means your account(s) (including certain securities portfolios) and any approved third party or Associated Accounts.

Affiliates means in relation to the Bank, any Subsidiary or any Holding Company, or any other Subsidiary of that Holding Company.

Application Form means the form completed by you which, alongside the Mandate, contains the information required for us to open your Account.

Associate has the meaning given in the Regulators’ Rules at the date of these Terms.

Associated Account means any Account held in the name of a third party to which you have been authorised access and as set out in the Customer Pre-Requisites.

BACS means the system relating to the automated clearing and settlement of payments between members of the BACS system or, as the context may require, the processes and all that is comprised in them for clearing of payments between members in relation to that system (including, without limitation, the UK three (3) day sterling payment), as administered and operated by BACS (Voca Limited (formerly BACS Limited) (company number 1023742) or, as the context may require, BACS Payment Schemes Limited (company number 4961302), including any entity which succeeds in whole or in part to the rights, obligations, functions and responsibilities ascribed to or contemplated as applicable to Voca Limited or BACS Payment Schemes Limited (as the case may be)).

Bank means Bank Leumi (UK) plc (company number 00640370).

Bank Message means a message from us to you or a Registered User as the case may be, including, but not limited to, a broadcast, ticker or other alert.

Beneficiary means the association, company, individual, partnership, society or sole trader to whom you are sending a payment.

BIC means the internationally recognised bank identifier code.

Business Day means Monday to Friday (inclusive), excluding UK bank and public holidays and Jewish High Holy Days.

CHAPS means the Clearing House Automated Payment System.

Content means documents, files and Instructions stored within the Online Service from time to time.

Corporate Administrator means the individual duly appointed and authorised as such by you in a form acceptable to us to have administrative control and use of the Online Service.

Customer means an individual or entity (including without limitation a partnership or limited liability partnership, company, club society or unincorporated association, trust, sole trader, individual or other entity) who has a banking relationship with us and to whom the banking services and/or the Online Service is provided under these Terms.

Customer Information has the meaning given to it in Clause A 8.

Customer Pre-Requisites means such procedures as are to be completed by, and the requirements to be met by, you or the holder of any Associated Account as specified by us from time to time for access to and use of the Online Service.

Digipass® means the authentication device and/or application that generates security codes, provided to you for use with the Online Service. Digipass is a registered trademark of VASCO Data Security, Inc..

Direct Debit means a mandate set up by you to make regular payments to a Beneficiary.

Direct Debit Guarantee Scheme means the guarantee provided to you in relation to your Direct Debits.

Direct Debit Instruction means an Instruction by you to debit an amount from your Account by Direct Debit.

Electronic Funds Transfer means any payment of funds made electronically including (but not limited to) payment by CHAPS, SWIFT, SEPA, faster payments and BACS.

FCA means the Financial Conduct Authority of the United Kingdom.

Good Industry Practice means the exercise of that degree of skill, diligence, prudence, foresight and practice which would reasonably and ordinarily be expected from a skilled and experienced person engaged in providing services the same as or similar to the Online Service.

Group means the Bank and each of our Subsidiaries for the time being.

Holding Company means, in relation to the Bank, any other person in respect of which it is a Subsidiary.

IBAN means International Bank Account Number.

Insolvency Administrator means any person appointed as an administrator under Schedule B1 of the Insolvency Act 1986 to manage a person's business and property.

Insolvency Proceedings means, in relation to any person (and for the purposes of this definition "person" shall include a partnership and/or a company):

(a) any distress, diligence, execution, or sequestration is exercised against the assets of that person;

(b) any petition or proposal is presented or a meeting is convened with a view to a composition, assignment or arrangement with any creditors of that person;

(c) a meeting of that person is convened for the purpose of considering any resolution for (or to petition for) its winding-up or for its administration or any such resolution is passed;

(d) a notice of intention to appoint an Insolvency Administrator being given by any person or an application for an administration order is presented to the Court or an Insolvency Administrator being appointed;

(e) any person presents a petition for the winding up of that person;

(f) an order for the winding-up or administration or bankruptcy of that person is made;

(g) a moratorium pursuant to Section 1A and Schedule A1 of the Insolvency Act 1986 or pursuant to paragraph 1A of Schedule 1 of the Insolvent Partnerships Order 1994 is established;

(h) any petition or proposal is presented or a meeting is convened with a view to the rehabilitation, administration, receivership, custodianship, liquidation, winding-up or dissolution of that person (other than for the purpose of an amalgamation or reconstruction whilst solvent), or any other insolvency proceedings involving that person;

(i) the bankruptcy of any partner in the case of a partnership; or

(j) any event analogous to any of (a) to (i) herein occurs in any jurisdiction.

Insolvent means, in relation to any person (and for the purposes of this definition "person" shall include a partnership and/or a company), if that person:

(a) is, or is deemed for the purposes of any law to be unable to pay its debts or to be insolvent, or admits its inability to pay its debts as they fall due;

(b) ceases to trade or notifies the Bank of its intention to cease to trade or the Bank otherwise becomes aware of such intention through a source reasonably considered to be reliable;

(c) takes any step (including petition, proposal, giving notice, convening a meeting or applying to court) with a view to:
(i) a composition or scheme of arrangement with any of its creditors;
(ii) its administration, winding up, liquidation or dissolution;
(iii) its receivership or bankruptcy; or
(iv) anything analogous to sub-paragraphs

(c)(i) – (iii) above;

(d) an Insolvency Administrator or liquidator or receiver is appointed over it; or

(e) it is insolvent within the provisions of the Insolvency Act 1986.

Instructions mean any instruction, notification or request by you to us which relates (but is not limited to) use of the Online Service, Payment Instructions, or any other instructions from you or on your behalf to us.

Intellectual Property means any patents, trademarks, service marks, designs, business names, copyrights, design rights, moral rights, inventions, confidential information, know-how and other intellectual property rights and interests whether registered or unregistered.

Investment Terms of Business means our terms of business which govern our provision of investment services to you.

Jewish gh HoHily Day means Jewish New Year (Rosh Hashanah) and the Day of Atonement (Yom Kippur).

LeumiLink Terms means the terms set out at Part B of these Terms for the provision of the Online Service incorporating the provisions of any documents forming part of the Customer Pre-Requisites (including, without limitation, the User Application, the Terms, the User Tools, any Mandate, and the acceptance by us in writing confirming that the Online Service will be made available to you).

Main Terms means the terms set out in Part A of these Terms.

Mandate means an authority provided by you in the form from time to time required by us to set up your access to and use of Account(s) using banking services or the Online Service and any Terms contained therein.

Online Service means the electronic services (including without limitation, Instructions or any services which may be provided in substitution, in whole or part, thereof) provided by us to you from time to time as described in the LeumiLink Terms and any other generic reference to the Online Service and other additional electronic functionality as we may provide from time to time in relation to the Online Service.

Password means any confidential designated alphanumeric, password or pass phrase, including any electronic signature, code or number, issued to you by us.

Payment and Payment Instruction means any Instruction for payment to be made on your behalf under our payment services as available and selected by you.

Personal Data means any information relating to an individual from which they can be identified.

PIN means any personal identification number required to enable you to access the Online Service.

PRA means the Bank of England Prudential Regulation Authority.

Registered User means you, your authorised officers, authorised partners or trustee and/or authorised employee and/or any third party including any Corporate Administrators authorised by you to access and operate the Online Service on your behalf, in accordance with Users' Permissions and registered as an authorised user of the Online Service.

Regulators means the Prudential Regulation Authority and the Financial Conduct Authority and any replacement or substitute body.

Rules means the rules, guidance, directions and other provisions in the Regulators Handbook or otherwise made by the Regulators as from time to time in force.

Secure means the reduced risk provided by use of the Online Service. This is achieved through the use of browser based encryption technology and Security Measures.

Security Codes means information either provided to you by us or created by you (as amended and updated from time to time) to allow you to use the Online Service including but not limited to User ID, Password, memorable phrase or PIN.

Security Device means your Digipass® and any device (which includes without limitation devices on software and/or hardware) and/or method in any format or media as may be upgraded or substituted and supplied by us to you from time to time, which is necessary to enable the you to effect access to and use of all or any part of the Online Service.

Security Information means the Security Codes and any Security Measures which are necessary to enable you to gain access to or use the Online Service. For the avoidance of doubt Security Information shall, as appropriate (and as amended or updated from time to time) and determined by us, include Security Codes and/or Security Devices and/or any additional Security Measures of any nature implemented from time to time by the Bank for the use of or access to all or part of the Website by you to ensure the Online Service is Secure.

Security Measures means the security measures notified to you by us from time to time relating to any access and use of the Online Service which may as the context requires include Security Information.

SEPA means a payment using the Single Euro Payments Area initiative.

Subsidiary means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006.

SWIFT means the payment messaging services provided by the Society for Worldwide Interbank Financial Telecommunications.

Terms means the terms and conditions described at Clause A 1.1.
Third Party Supplier means a third party instructed by us to deliver all or part of the Online Service.

Unlawful Content means any Content which breaches any civil or criminal law or infringes the legal rights of any party to this Agreement or a third party.

User Application means the application form for the Online Service executed by you by the mandated signatories to the Account(s) or by the Registered User(s).

User Tools means on-screen help facilities and displays, written operating instructions or user guide and any other guidelines in any medium issued by us to you from time to time to assist you to use the Online Service.

User ID means a unique identifier given to you to enable you to access the Online Service.

Users' Permissions means the access level granted to any Registered User who accesses the Online Service on your behalf, as set out in the User Application or as otherwise notified to us in writing.

Website means the website designated by us through which the Online Service is accessed.