Path Digital Platform Terms And Conditions

1. Who we are

1.1 These Terms are between you (the customer) and us. They apply to your access to the Pilot Programme and the Platform (both described below). In these Terms when we talk about “we”, “us”, “our” or “RBS” we mean National Westminster Bank Plc, company number 929027 with its registered Office at 250 Bishopsgate, London EC2M 4AA trading as either RBS Mentor or NatWest Mentor, whose offices are at 250 St Vincent Street, Glasgow G2 5SH (unless the context requires otherwise). When we talk about “you” or “your” we mean you the customer.

2. The Path Digital Platform

2.1 These Conditions cover your access to the Path online platform as well as the various tools, resources and materials that it provides (in these Conditions we call this the “Platform”) which we will make available to you on a pilot basis (we call this the “Pilot Programme”). The Pilot Programme will start on the date we notify you and will continue until we tell you that the Pilot Programme is coming to an end. In these Conditions we call that period of time the “Pilot Period”.

2.2 During the Pilot Period we’ll provide you with access to various tools, resources and materials via the Platform and/or other media such as text messages, which may include the following:

2.2.1 tools to help you streamline employee admin processes;

2.2.2 downloadable written guidance;

2.2.3 notifications to assist compliance in relation to certain areas of your business.

Before you use the Platform you must accept these Conditions. You should read these Conditions carefully before accepting them. You should print them and keep them safe for future reference. For information on how your data may be used with these services please review section 7.1 of our Privacy Policy

3.Security and Proper Use

3.1 When you first get access to the Platform you will need to set up a username and password. In these Conditions we call these your “Login Details”. As long as our systems have checked your identity by verifying Login Details we’ll assume that it is you who is accessing the Platform. You agree:

3.1.1 not to share your Login Details with anybody;

3.1.2 not to write down your Login Details in a way that they could be understood by anyone else;

3.1.3 to make sure no-one else sees you enter your Login Details when you’re using the Platform;

3.1.4 to always access the Platform through a computer (and using a browser) that has up to date security software installed.

3.2 You must tell us as soon as you can if someone else knows your Login Details (or you think they may do) and make arrangements with us to change your Login Details.

3.3 We might ask you to change your Login Details for operational or security reasons.

3.4 You must only use the Platform for lawful purposes and in a way that doesn’t infringe our rights, or the rights of any other authorised user of the Platform or third party. You must not use the Platform in a way that adversely affects the operation or use of the Platform. You must also make sure that any document, file or information which you import or post (or provide to us to post) on the Platform doesn’t breach any applicable law or any other person's legal rights.

3.5 You must not upload or post to the Platform any documents, files or information in which you don’t own (or have a licence to) the intellectual property rights. You must not post or upload anything which is threatening, abusive, libellous or defamatory, pornographic or otherwise obscene, or racially or ethnically or otherwise objectionable.

4. How we use your data

4.1 For full details about how we use the personal and financial information of our customers, please see our full Privacy Notice here.

4.2 The information we hold about you

4.2.1 Your information is made up of all the information we hold about you and it includes information:

(a) you give to us when using the Platform;

(b) that we receive from third parties; and

(c) that we gather from the technology which you use to access our services (for example location data from your mobile phone, or an Internet Protocol (IP) address or telephone number).

4.3 How we use and share your information

4.3.1 We may use and share your information with third parties. This information is used by us and them to:

(a) provide you with the Platform services and manage our relationship with you, and/or as part of a sale, reorganisation, transfer or other transaction relating to our business;

(b) understand our customers’ preferences and expectations in order to improve the products and services we offer them;

(c) develop, test, monitor and review the performance of products, services, internal systems and security arrangements offered by the Platform and RBS; and

(d) comply with legal and regulatory obligations.

4.4 Sharing with Third Parties

4.4.1 We will not share your information with anyone outside RBS except:

(a) where we have your permission;

(b) where required for your product or service;

(c) where we are required by law;

(d) to third parties providing services to us and agents and sub-contractors acting on our behalf;

(e) where required for a sale, reorganisation, transfer or other transaction relating to our business;

(f) where permitted by law, it is necessary for our legitimate interests or those of a third party, and it is not inconsistent with the purposes listed above.

4.5 Transferring information overseas

4.5.1 We may transfer your information to organisations in other countries on the basis that anyone to whom we pass it protects it in the same way we would and in accordance with applicable laws

4.6 How long we keep your information

4.6.1 We will keep your information for as long as it is required by us or other RBS companies in order to comply with legal and regulatory requirements or for other operational reasons.

5. Confidentiality

5.1 Both you and we acknowledge that each of us may have access to confidential information and materials that relate to the business, affairs, operations, products, personnel and suppliers of each other (and, in our case, including any other member of the Royal Bank of Scotland Group), including the existence and terms of these Conditions (we call this “Confidential Information”).

5.2 Both you and we agree not to disclose each other’s Confidential Information or to use it other than in connection with the Pilot Programme. You and we will each use at least the same security measures as we use to protect our own Confidential Information to protect each other’s Confidential Information.

5.3 Confidential Information doesn’t include information or materials that are: (a) already lawfully in the receiving party’s possession at the time of disclosure; (b) in the public domain through no fault of each party or breach of these Conditions; or (c) required to be disclosed pursuant to law or court order, provided that you and we shall notify each other in good time prior to such required disclosure and assist each other in preventing or limiting such required disclosure.

5.4 We might ask you to provide feedback to us on your participation in the Pilot Programme. You will be bound by the obligations of confidentiality in this Clause 5 in relation to any such feedback. However we will be free to use, disclose, reproduce or otherwise distribute and exploit the feedback freely, including by using your name.

6. Charges and Added Value Services

We won’t charge you to use the Platform during the Pilot Programme however we may give you the option to take other “added value” services on top of the Platform. If we do, the use of those extra services will be subject to other terms and conditions (and possibly charges) which we will make you aware of before you decide to proceed with those services.

7. Platform Availability and Functionality

7.1 You can usually use the Platform at any time but if we (or our suppliers) have to make repairs, updates and maintenance on our systems some of the features may be temporarily unavailable. We won’t always be able to let you know when the Platform (or some of its functions) won’t be available and we won’t be responsible for any losses you suffer as a result of such unavailability or where the Platform isn’t working properly for other reasons outside of our control. The Platform is an internet-based service and it may be subject to limitations, failures, delays and other problems and that these won’t constitute a breach of these Conditions.

7.2 The Platform is provided using the internet and you will need to correspond in connection with the Platform and/or access website content via third-party facilities such as communications, connections, servers and third party websites. You do that solely at your own risk. We don’t accept any responsibility or liability in relation to any such third party facilities.

7.3 All warranties, terms and conditions, whether express or implied by statute, common law or otherwise (including, but not limited to, any warranties against infringement of third party rights, merchantability, accuracy and fitness for a particular purpose) are excluded to the extent permitted by law.

7.4 We don’t warrant that your use of the Pilot Programme or the Platform will be uninterrupted or error-free or able to operate in a particular environment or that errors (if any) will be corrected.

7.5 The Pilot Programme and Platform has not been designed to meet your individual requirements and the Pilot Programme and Platform may not meet your requirements, identify all potential risks or vulnerabilities or prevent and/or protect you against risks or vulnerabilities (whether or not identified) and nothing in the Pilot Programme or the Platform constitutes advice (either legal, financial or otherwise). We accept no responsibility or liability for the matters set out in Clauses 7.3 – 7.5.

7.6 As far as permitted by law (including with regard to any implied terms) all our liability is hereby excluded under or in connection with these Conditions in relation to disputes (including non-contractual disputes). If our liability under or in connection with these Conditions cannot lawfully be excluded but may be limited, our entire liability to you in relation to disputes (including non-contractual disputes) under or in connection with these Conditions and your participation in the Pilot Programme shall not exceed £50.

7.7 We won’t be liable to you for: (a) any loss of profit (whether arising directly or indirectly), pure economic loss, depletion of goodwill or business interruption; or (b) any special, indirect or consequential loss or damage (whether in contract, tort, negligence or otherwise) or loss or corruption of data or information, in each case howsoever caused and regardless of whether we knew or ought to have known that such losses were likely to arise.

7.8 You agree to indemnify and hold harmless us and each member of the Royal Bank of Scotland Group from any and all damages, liability, costs and expenses (including reasonable legal fees) arising out of the your participation in the Pilot Programme and/or use if the Platform.

8. Intellectual Property Rights

8.1 We (or our licensors/ suppliers) own and will continue to own any intellectual property rights in the Platform and any materials, tools or resources used in the Pilot Programme (we call these “Our Materials”). We give you a non-transferable, non-exclusive licence to use Our Materials but you must comply with the restrictions on use set out in this section. This licence is for your own internal governance purposes use and you must not try to make the Platform available to anyone else or for any other purpose.

8.2 You must not (and must not authorise any third party to) copy, alter or otherwise interfere with all or any part of Our Materials or distribute, sell, lend, rent or transfer Our Materials (or any part of them) or otherwise take any action that may cause Our Materials or any part of them to be placed in the public domain.

8.3 By accessing the Platform you accept the terms of this licence. This licence begins when you first access the Platform and will terminate automatically:

8.3.1 when we end the Pilot Programme or your use of the Platform; or

8.3.2 if you don’t comply with these Conditions.

PATH is a UK registered trade mark of The Royal Bank of Scotland Group plc. You are not permitted to use it without our approval, unless it is part of Our Materials which you are using as permitted under this Clause 8.

9. Changes in the Platform/ Conditions

9.1 We can change or withdraw the Pilot Programme or the Platform or any part of it at any time and we’ll use commercially reasonable efforts to notify you of any material changes. We may change these Conditions at any time by giving you written notice (which may be via an email). If you don’t agree to the changes, you can stop using the Platform. Unless you choose not to accept the change and stop using the Platform before the change is made, we will assume you’ve accepted the change.

10. Removing access to the Platform

10.1 We may cancel the Pilot Programme and stop you from accessing the Platform (and cancel this agreement) for any reason at any time. If we do terminate this agreement (or the Pilot Period expires) your participation in the Pilot Programme will be automatically terminated. Termination or expiry of this agreement won’t affect any accrued rights and/or liabilities arising under these Conditions. The provisions of Clauses 4, 5, 7, 8 10.1 and 11 will survive termination or expiry.

10.2 We may stop you using the Platform immediately if the Platform is at risk or if we suspect there’s been unauthorised or fraudulent use.

10.3 We may also remove your access to the Platform immediately if you seriously or persistently breach these Conditions.

10.4 If you’re stopped from using the Platform, you’ll be told beforehand or as soon as possible afterwards.

11. Other Stuff

11.1 We won’t be liable under these Conditions if we are prevented from or delayed in performing our obligations by any acts, events, omissions or accidents outside our reasonable control. Where possible, we will notify you of any such event and its expected duration.

11.2 You may not assign or transfer you rights or obligations under these Conditions unless we agree to it. We may at any time assign or transfer all or part of our rights and/or obligations under these Conditions to any person. We can also disclose information held about you to such a person as far as reasonably necessary to help with the actual or potential assignment. Your rights under these Conditions and your legal rights will not be affected.

11.3 We can enforce these Conditions or any other rights at any time, even if we haven’t insisted on enforcing them in the past. If any part of these Conditions is found to be invalid or unenforceable that provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties and the other provisions will remain in force.

11.4 These conditions don’t confer any rights on any person other than we and you under the Contracts (Rights of Third Parties) Act 1999.

11.5 The law of England and Wales will apply to these Conditions. If there is a dispute under these Conditions you and we submit to the exclusive jurisdiction of the courts of England and Wales to settle it.