Legal Information

These terms apply to the e-invoicing Service provided by The Royal Bank of Scotland plc ("Bank"). The e-invoicing Service enables Users to send and receive Transaction Documents. By accessing the System, you agree to these terms, which will bind you as an agreement ("Agreement"). If you do not agree to these terms, then do not use the e-invoicing Service.

The Agreement will be concluded in English.

You may correct any of your details before concluding this Agreement, please contact the Bank by using the address set out in clause 22.4 or by notifying your Category 1 User.

  • 1. DEFINITIONS AND INTERPRETATION
    • Category 1 User: means a User who has entered into a contract with the Bank for a fee, which entitles that User to use the e-invoicing Service to send and receive Transaction Documents to its suppliers and customers.
    • Category 2 User: means a User who has been nominated by a Category 1 User as entitled to send and receive Transaction Documents to that Category 1 User and who has entered into a contract with the Bank which limits the User to use the e-invoicing Service to send and receive Transaction Documents to Category 1 Users by accepting these terms.
    • e-invoicing Service: services relating to the provision of and access to the System provided by the Bank pursuant to this Agreement.
    • Force Majeure: an event beyond the reasonable control of and without the fault or negligence of the Bank affecting the performance of the Bank's obligations under the Agreement, including acts of God, fire, floods, strikes, lock-outs, labour disputes, civil commotion, riots, acts of war, terrorism, acts of any regulatory authority, the unavailability of data or information for or to update the e-invoicing Service and network, communications and internet failures and power failures or power shortages.
    • Software: all software made available or used by the Bank under the Agreement whether hosted on the Hub or supplied for use by Users.
    • System: the system used by the Bank which enables Users to send and receive a Transaction Document in electronic format including all Software, User Documentation and relevant equipment.
    • Transaction Document: any electronic invoice or document which a User is permitted to send or receive through the System.
    • User: any person that is set up for use of the e-invoicing Service by the Bank.
    • User Documentation: documentation describing operations and/or use of the e-invoicing Service and/or System provided by the Bank.
    • VAT: value added tax as defined in the Value Added Tax Act 1994 and including any other tax from time to time replacing it or of a similar fiscal nature, or its equivalent or similar charged in other jurisdictions.
  • 2. SERVICE DESCRIPTION
    • 2.1 The e-invoicing Service is provided via a secure web portal, through which buyers and suppliers can upload and download invoice data ("Portal"). The service is executed and managed via the Portal, which can be accessed using standard Internet browsers. The e-invoicing Service is remotely hosted on a secure server facility ("Hub").
    • 2.2 You are a Category 2 User and can only use the e-invoicing Service to send and receive Transaction Documents to and from a Category 1 User for so long as a Category 1 User has nominated you as a Category 2 User. If you wish to become a Category 1 User, please contact the Bank as you will need to enter into a different contract with the Bank.
    • 2.3 Following registration as a Category 2 User, you will be entered into a central database listing trading partners who can send and receive electronic invoices ("Global Directory"). The Global Directory will indicate which Category 1 Users you are connected to via the e-invoicing Service.
    • 2.4 The Bank does not warrant that the e-invoicing Service shall be made available on a continuous basis. The Bank may give notice of the availability of the service or of other matters, either via the Portal or by email ("Messages of the Day").
    • 2.5 All data sent to the Portal is archived for a minimum of one year, however, the Bank does not warrant that it shall so store or archive data (including Transaction Documentation) sent to the Portal on your behalf. You acknowledge that you are responsible for maintaining records for VAT and other regulatory compliance relating to your activities and for retaining copies of any data that you require.
  • 3. APPROVED TERRITORIES
    • 3.1 The e-invoicing Service is supplied solely for intra-border invoicing in and cross-border invoicing from the United Kingdom and other territories notified by the Bank at the website www.rbs.co.uk/e-invoicing from time to time ("Approved Territories"). The Bank may change any of the Approved Territories other than the United Kingdom.
  • 4. DELIVERY OF THE SERVICE
    • 4.1 The Bank will use reasonable skill and care in the provision of the e-invoicing Service and System.
    • 4.2 The Bank may engage a third party to deliver all or part of the e-invoicing Service ("Third Party Supplier").
  • 5. DEPENDENCIES
    • 5.1 The e-invoicing Service is provided subject to you:
      • 5.1.1 performing your responsibilities specified in the Agreement
      • 5.1.2 installing any necessary Software provided by the Bank for installation on your systems for use of the e-invoicing Service
      • 5.1.3 having the minimum hardware, software and network connectivity to access and use the System specified by the Bank.
  • 6. OBLIGATIONS
    • 6.1 You will ensure that the e-invoicing Service is solely used:
      • 6.1.1 for transactions between you and other Category 1 Users in the United Kingdom or an Approved Territory
      • 6.1.2 in relation to the supply and receipt of goods, services or other deliverables between you and another Category 1 User and not for the benefit of any third party.
    • 6.2 You will:
      • 6.2.1 not link or make any other connection between the Portal and any third party's website
      • 6.2.2 comply with the security measures as required by the Bank and notified to you and ensure that the security measures do not become known to or accessible by any unauthorised person
      • 6.2.3 keep secret and confidential the operation of the e-invoicing Service and its contents
      • 6.2.4 back up data that you input into the System in case of failure, suspension or withdrawal of the e-invoicing Service
      • 6.2.5 use a separate email address from any other User.
      • 6.2.6 use all reasonable care and skill to prevent contamination by viruses or similar threats
      • 6.2.7 not store, distribute or transmit any material by use of the e-invoicing Service that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities
      • 6.2.8 not attempt to duplicate, modify or distribute any portion of the Software
      • 6.2.9 not attempt to reverse compile, disassemble, reverse engineer or reduce to human-perceivable form any of the Software, except as allowed by any law which cannot be excluded by agreement between the parties.
  • 7. TRANSACTION DOCUMENTS
    • 7.1 The sending of a Transaction Document to the System is an unconditional authority from you to the Bank to process that Transaction Document as permitted by the System. The Bank may treat all Transaction Documents sent and received by the System as properly authorised by you even if a Transaction Document was not authorised, was made fraudulently or conflicts with your other instructions. The Bank is not required to check the authenticity of Transaction Documents, the details of the sending or receiving person or the authority of any persons sending or receiving them, or cancel or amend the transmission of a Transaction Document once received.
    • 7.2 You agree that:
      • 7.2.1 the e-invoicing Service does not validate or confirm (a) the accuracy of data; or (b) the identity of the sending or receiving party submitted by any User
      • 7.2.2 the e-invoicing Service does not verify the accuracy of the contact details and other data within the Global Directory
      • 7.2.3 you will be solely responsible for verifying the (a) accuracy of data submitted to the System by you or your Category 1 Users for processing as part of the e-invoicing Service; and (b) identity of the sending or receiving party
      • 7.2.4 the Bank will not be liable to you for any losses suffered by you as a result of the performance of the e-invoicing Service using inaccurate data.
      • 7.3 The Bank is not responsible for a failure to send or receive Transaction Documents resulting from circumstances not within the Bank's obligations including network or communication failings, inaccurate details in the Global Directory and failings of any User's systems.
      • 7.4 The Bank is not obliged to hold in archive on the System a copy of a Transaction Document and may delete any such Transaction Document at any time.
  • 8. SECURITY
    • 8.1 You may be required to use a security device to use the e-invoicing Service. You are responsible for the security of any such device stored or held in your systems, computers or memory. You must ensure that each security device:
      • 8.1.1 is not sent to any unauthorised person
      • 8.1.2 cannot be accessed, copied or tampered with by an unauthorised person
      • 8.1.3 is removed from any computers that leave your possession for any length of time
      • 8.1.4 is only used to identify you to the Bank and your other Category 1 Users.
    • 8.2 The Bank is not liable to you or to third parties for any loss arising from the unauthorised copying or use of any security device.
    • 8.3 The Bank does not guarantee that the System is free from viruses or other security risks but will monitor computer security threats and take appropriate actions exercising the care reasonably expected of a person providing services similar to the e-invoicing Service.
    • 8.4 You will tell the Bank immediately if:
      • 8.4.1 you suspect or believe that:
        • (a) any security device is misused, its details are stolen or it fails to functions incorrectly
        • (b) any security measures (including digital certificates) may be known to a person other than you
        • (c) there has been any unauthorised use of the e-invoicing Service.
      • 8.4.2 there has been a failure or delay in the System sending or receiving a Transaction Document or you suspect a programming or transmission error, defect or corruption in a Transaction Document. You will assist the Bank to remedy the problem
      • 8.4.3 any information displayed on the Portal is incorrect.
    • 8.5 If you tell the Bank that someone else may know the security measures, the Bank may promptly cancel those measures and any security devices as necessary.
    • 8.6 If information accessed or received through the e-invoicing Service is not intended for you, you will:
      • 8.6.1 immediately notify the Bank and delete it
      • 8.6.2 not access the information further
      • 8.6.3 keep the information and the fact that it was received confidential.
  • 9. INTELLECTUAL PROPERTY
    • 9.1 The e-invoicing Service and System are the property of the Bank and its suppliers and are protected by copyright and other intellectual property rights. The Bank grants you a non-transferable, non-exclusive and revocable licence to access and use the e-invoicing Service and the System on the terms of the Agreement.
    • 9.2 You will not sub-licence the e-invoicing Service to any third party and shall use the e-invoicing Service for your internal business purposes only.
    • 9.3 You will use any equipment, Software, User Documentation and materials supplied by the Bank solely for the purposes of using the e-invoicing Service.
    • 9.4 The Bank will not acquire ownership of any data transmitted by you. Any such data will be processed solely for the purpose of providing the e-invoicing Service or as the Bank may reasonably require to comply with its legal and regulatory obligations. Data supplied by you may be used in the Global Directory and accessed by your Category 1 Users after the expiry or termination of the Agreement.
    • 9.5 You shall not during or at any time after expiry or termination of this Agreement, in any way question or dispute the ownership of any intellectual property rights the subject of this clause 9, nor do anything which might bring into question the ownership of such rights by the Bank or its suppliers or their validity.
  • 10. CONFIDENTIALITY
    • 10.1 You will maintain as strictly confidential any property, material or other information provided to by the Bank whether verbally, in writing or electronically and that is in the nature of confidential information ("Confidential Information") and use such Confidential Information solely for the purposes of this Agreement. You will not reveal the e-invoicing Service, System or methodology in the use of the e-invoicing Service to any third party.
    • 10.2 You may disclose such Confidential Information:
      • 10.2.1 to those of your employees, agents, permitted sub-contractors, consultants, auditors and professional advisers that need to know the Confidential Information for the purposes of the Agreement
      • 10.2.2 to the extent required by law or by any governmental or, regulatory authority, court or other authority of competent jurisdiction.
    • 10.3 The term "Confidential Information" does not include any information that:
      • 10.3.1 is or becomes generally available to the public (other than as a result of its disclosure by you or your representatives in breach of this clause)
      • 10.3.2 was lawfully available to you on a non-confidential basis prior to disclosure by the Bank
      • 10.3.3 was, is or becomes available to you on a non-confidential basis from a person who, to your knowledge, is not bound by a confidentiality agreement with the Bank or otherwise prohibited from disclosing the information to you
      • 10.3.4 was known to you before the information was disclosed by the Bank; or
      • 10.3.5 the parties agree in writing is not confidential or may be disclosed.
    • 10.4 The Bank may disclose your confidential information to any (a) third party as reasonably required to provide the e-invoicing Service to you; and (b) other member of the RBS group of companies.
  • 11. PERSONAL DATA
    • 11.1 In this clause, "data controller", "data processor" and "personal data" have the meanings given in the Data Protection Act 1998 (as amended or replaced from time to time) ("Act").
    • 11.2 You will comply with your obligations under the provisions of the Act. You shall supply (a) personal data to the Bank for supply to a Third Party Supplier to process as data controller in connection with the Global Directory (or by the Bank if the Bank assumes that responsibility) and (b) personal data to the Bank to process as data processor for processing of Transaction Documents and related information submitted to the Portal. To the extent that the Bank processes personal data as a data processor on your behalf, the Bank will:
      • 11.2.1 act solely on instructions from you as a data controller, including to process personal data in accordance with this Agreement; and
      • 11.2.2 take all appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
    • 11.3 You warrant that you hold all requisite authority and consents to provide the Bank, the Third Party Supplier and your Category 1 Users with information and data:
      • 11.3.1 to be processed by the System as contemplated by the Agreement; and
      • 11.3.2 to be processed by the Bank or a Third Party Supplier as data controller in connection with the Global Directory used for the provision of the e-invoicing Services to Users during and after expiry of the Agreement.
    • 11.4 To process a Transaction Document, the Bank may be required to transfer personal data to third parties. This may mean personal data is transferred to countries that do not provide the same level of protection for personal information as the United Kingdom. By sending a Transaction Document, you agree to this and confirm you are authorised to instruct the Bank to transfer personal data to third parties and to countries that do not provide the same level of protection as the United Kingdom. Information transferred to third parties may be accessed and used by law enforcement agencies and other authorities to prevent and detect crime and comply with legal obligations.
  • 12. EXCLUSIONS AND LIMITATIONS
    • 12.1 This clause 12 limits the Bank's liability under or in connection with the Agreement, whether arising in contract, tort (including negligence) or otherwise. To the maximum extent permitted by law, all implied terms in relation to your use of the e-invoicing Service are excluded.
    • 12.2 You agree that the System will be subject to scheduled and unscheduled downtime. The Bank does not warrant that the Software shall be error-free.
    • 12.3 The Bank will not be liable for any loss arising from unauthorised access to the e-invoicing Service or any confidential information, unless the loss results from the Bank's or its Third Party Supplier's wilful default or negligence or failure to comply with this Agreement.
    • 12.4 The Bank excludes liability for any:
      • 12.4.1 delays or failures in the performance of its obligations under this Agreement resulting from a Force Majeure event
      • 12.4.2 injury to reputation, business interruption, loss of revenue, profit, goodwill, opportunity or anticipated savings or any indirect, special or consequential loss
      • 12.4.3 loss arising from delayed, incorrect or non-payment or erroneous transactions resulting from use of the e-invoicing Service
      • 12.4.4 security-related information or advice voluntarily provided outside the scope of the Agreement.
    • 12.5 The Bank excludes liability for disputes arising, or the contents of documents and messages sent, between such parties in the course of using the e-invoicing Service. The Bank excludes liability for all loss, damages, expenses, liabilities and claims arising from, or incurred in connection with, any dispute or liability incurred between you and any User for any reason whatsoever in connection with a Transaction Document or other document or message processed using the e-invoicing Service, or any contract or arrangement associated with them ("User Disputes"). You shall indemnify and hold harmless the Bank against any and all loss, damages, expenses, liabilities and claims arising from, or that the Bank incurs in connection with, any User Dispute.
    • 12.6 Total Aggregate Liability
      • 12.6.1 The Bank's total aggregate liability for any and all events giving rise to any liability whether under the Agreement and/or any end-user licence agreement for any Software made available by the Bank to you in order to use the e-invoicing Service shall, in total, not exceed an amount equal to the fees and charges paid or payable by you under this Agreement or under any such end-user licence agreement. Where no such fees and charges are payable under the Agreement or any such end-user licence agreement, you acknowledge and agree that the Bank's total aggregate liability under this Agreement and any such end-user licence agreement shall be nil and that such a sum is reasonable on the basis that the e-invoicing Service and any Software has been provided free of charge.
      • 12.6.2 The cap under this clause does not limit either party's liabilities to the other under any indemnity.
    • 12.7 Nothing in the Agreement excludes or limits a party's liability for death or personal injury caused by that party's negligence, for fraudulent misrepresentation or any other liability which cannot be excluded or limited by law.
  • 13. DURATION
    • 13.1 The Agreement will continue until terminated as set out below.
    • 13.2 Either party may terminate the Agreement on immediate written notice at any time.
    • 13.3 The Bank may elect to suspend your use of the e-invoicing Service or any part of it with immediate effect.
    • 13.4 Notwithstanding the foregoing, this Agreement shall immediately terminate where all Category 1 Users who have nominated you as entitled to send and receive Transaction Documents to that Category 1 User have ceased their nomination of you as being so entitled.
  • 14. CONSEQUENCES OF TERMINATION
    • 14.1 On termination of the Agreement:
      • 14.1.1 you must cease all activities authorised by the Agreement, and all rights granted to you under the Agreement shall cease
      • 14.1.2 the Bank may process Transaction Documents received before the date of termination
      • 14.1.3 you will within 14 days, return or destroy (as directed by the Bank) and delete from its systems all originals and copies of the equipment (if any), Software, User Documentation and other materials provided to you in connection with the e-invoicing Service. This obligation does not apply to any copies of Transaction Documents processed on your behalf during the Agreement
      • 14.1.4 the Bank may delete all Transaction Documents from the System.
    • 14.2 Termination of the Agreement will not affect any rights of either party accrued to the date of termination.
    • 14.3 Any termination of the Agreement will not affect the continuation of clauses 6.2.4, 7, 8, 10-13, 15, 16-19, 21-24 and any other provision that by its nature is implied to survive termination.
  • 15. TRANSFERS
    • 15.1 The Bank may give to anyone any information about you or the arrangement under the Agreement in connection with any proposed transfer of, or financial arrangement by reference to, the Agreement. The Bank may allow any person to take over any of its rights and duties under the Agreement. References to the Bank in the Agreement include its successors.
    • 15.2 You may not transfer the benefit of the Agreement. The Bank may transfer the Agreement to the Third Party Supplier or any other member of the RBS Group of companies and you hereby provides consent to such transfer.
  • 16. WAIVER
    • 16.1 If the Bank waives any of its rights under the Agreement, it does not mean the Bank will waive that right in the future.
  • 17. SEVERABILITY
    • 17.1 If any of the terms of the Agreement are determined to be unlawful or unenforceable, the term will be severed from the remaining terms, which will continue in full effect.
  • 18. ENTIRE AGREEMENT
    • 18.1 The Agreement forms the entire agreement between the Bank and you together with any end-user licence agreement for any Software made available by the Bank to you in order to use the e-invoicing Service. Except as set out in the Agreement and any such end-user licence agreement, the parties do not have any rights against each other in relation to, and have not relied on, any prior oral or written representation, warranty or collateral contract in relation to the e-invoicing Service.
  • 19. CHANGES TO SERVICE AND AGREEMENT
    • 19.1 The Bank may enhance and develop the e-invoicing Service during the term of the Agreement at its discretion.
    • 19.2 The Bank may vary at its discretion the provisions of the Agreement. The Bank will notify you of any changes via the Portal or otherwise in writing and will use all reasonable endeavours to do so a maximum of 30 days before the changes come into effect.
    • 19.3 Without limiting clause 19.2, the Bank may at any time introduce a fee applicable to your use of the e-invoicing Service. The Bank shall give at least 30 days notice of the introduction of any such fee, and you may terminate the Agreement under clause 13.2 if you do not wish to pay the fee.
  • 20. REGULATORY COMPLIANCE
    • 20.1 You acknowledge and agree that the Bank has legal and regulatory obligations regarding the detection, reporting and prevention of fraud, money laundering and terrorist activity and, among other things, may be required to take action where it has suspicions about the use of, or any activity concerning, any accounts or funds it holds or any facilities it provides; and obliged to refuse transactions or instructions.
    • 20.2 Nothing in the Agreement will prevent the Bank from complying with any of its legal and regulatory obligations and the Bank will not, to the fullest extent permitted by law, be liable to you nor any third party for any loss or damage arising from any action it may take as a result of such obligations.
    • 20.3 Without limiting the Bank's other rights under the Agreement, the Bank may amend the Agreement as a response to any change in laws and/or regulations affecting the provision of the e-invoicing Service, including but not limited to laws and regulations applicable to VAT.
  • 21. THIRD PARTY RIGHTS
    • 21.1 A person who is not a party to the Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.
  • 22. NOTICES
    • 22.1 All notices and other communications must be in writing.
    • 22.2 The Bank may deliver a notice or communication to you by the Portal, by Messages of the Day or at the contact details last known to the Bank or your registered office.
    • 22.3 A notice or communication by the Bank will be effective at the time a message is emailed or delivered via the Portal, at the time of personal delivery; on the next week day other than a United Kingdom national holiday ("Business Day") after posting; or, if by fax, at the time of sending, if sent before 6.00 p.m. on a Business Day, or otherwise on the next Business Day.
    • 22.4 A notice from you to the Bank must be addressed to the e-invoicing Helpdesk, 5th Floor, 138-142, Holborn, London EC1N 2TH and will be effective on receipt.
  • 23. LAW AND JURISDICTION
    • 23.1 English law applies to the Agreement and the English Courts have exclusive jurisdiction.
    • 23.2 For the benefit of the Bank, you irrevocably submit to the jurisdiction of the English Courts and irrevocably agrees that a judgement or ruling in any proceedings in connection with the Agreement in those courts will be conclusive and binding on you and may be enforced against you in the courts of any other jurisdiction.
  • 24. YOUR INFORMATION
    • 24.1 The Bank is a member of The Royal Bank of Scotland Group ("the Group"). For information about our group of companies please visit www.rbs.com and click on 'About Us', or for similar enquiries please telephone 0131 556 8555 or Textphone 0845 900 5960.
    • 24.2 Your information comprises all the details the Bank holds about you and your transactions, and includes information obtained from third parties.
    • 24.3 The Bank may use and share your information with other members of the Group to help the Bank and other members:
      • assess financial and insurance risks
      • recover debt
      • prevent and detect crime
      • understand our customers' and Users' requirements
      • develop and test products and services.
    • 24.4 The Bank does not disclose your information to anyone outside the Group except:
      • where the Bank has your permission
      • where the Bank is required or permitted to do so by law
      • to credit reference and fraud prevention agencies and other companies that provides service to the Bank or you
      • where the Bank may transfer rights and obligations under this agreement.
    • 24.5 The Bank may transfer your information to other countries on the basis that anyone to whom it passes it provides an adequate level of protection. Such information may be accessed by law enforcement agencies and other authorities to prevent and detect crime and comply with legal obligations.
    • 24.6 From time to time the Bank may change the way it uses your information. Where the Bank believes you may not reasonably expect such a change the bank shall write to you. If you do not object to the change within 60 days, you consent to that change.
  • 25. REGULATORY INFORMATION
    • 25.1 The Bank is authorised and regulated by the Financial Services Authority. The Bank is entered in the FSA's Register and its registered number is 121882. The FSA's Register can be accessed at www.fsa.gov.uk/register/. The Bank's registered VAT number is GB 243852752.