Glossary

Acceptance Deadline

In accordance with DT 12, a date set by the Chief Adjudicator by which a Complainant must accept a Determination if they wish to do so.

Appeal Deadline

In accordance with DT 12, a date set by the Chief Adjudicator by which a Complainant or Respondent must appeal a Determination if they wish to do so.

Appeal Notice

The notice for starting an appeal as provided for in AP 3.

Appeal Panel

A three-person panel appointed for the purpose of determining an appeal brought under AP 1 which will:

  1. be appointed by the Chief Adjudicator;
  2. be drawn from a pool comprising the Chief Adjudicator, Deputy Chief Adjudicator and appropriately senior and experienced Case Assessors (excluding any person who has worked at any time on the case the subject of the appeal);
  3. be chaired by either the Chief Adjudicator or such other person appointed by the Chief Adjudicator; and
  4. reach unanimous decisions, failing which the majority decision will prevail.

 

Appellant

In accordance with AP 2, the person bringing an appeal under AP 1.

Articles of Association

The articles of association of BBRS from time to time.

Award

In accordance with AW 2, an award set out in a Determination or a Final Determination, comprising any or all of a Money Award, a Costs Award, an Interest Award, or a Direction.

Award Limit

Has the meaning given in rule AW 3.

BBRS

Business Banking Resolution Service, a company limited by guarantee, registered company 12096333, registered address Tallis House, 2 Tallis Street, Temple, London, United Kingdom, EC4Y 0AB.

BBRS Board

The board of directors of BBRS for the time being appointed in accordance with the Articles of Association.

Banking Service

A service provided by a Respondent to a small or medium sized enterprise which consists of:

  1. a Regulated Business Banking Activity;
  2. the lending of money;
  3. payment services; or
  4. any activity ancillary to (a), (b) or (c),

But excludes:

  1. any activity relating to general insurance; and
  2. lending money under the Bounce Back Loan Scheme implemented by HM Treasury in relation to the Covid-19 pandemic.

 

Business Organisation

Any of the following entities only:

  1. a Company;
  2. a partnership;
  3. a limited partnership;
  4. a limited liability partnership;
  5. a trust;
  6. a charity; or
  7. a friendly society or other co-operative society;

formed or incorporated, and (where registration is required) registered, under the law of any part of the United Kingdom.

Case Assessor

A person appointed by BBRS to the role of Case Assessor, as outlined in GPR 7.

Chief Adjudicator

The person appointed to the role of Chief Adjudicator in accordance with the BBRS Articles.

Claim

Any claim, potential claim, counterclaim, or similar action, however and whenever arising, and in whatever capacity or country, including without limitation a claim for interest or costs.

Company

A company registered and formed under the Companies Acts.

Company’s Object

The object of BBRS as set out in Article 2 of the Articles of Association, namely:
to provide, in light of the recommendations of the Walker Review (as defined in the Articles of Association), a scheme for the resolution of eligible historical and future disputes between SMEs and the Participating Institutions (as defined in the Articles of Association), delivering fair and independent outcomes without the need for litigation.

Companies Acts

Has the meaning set out in section 2(1) of the Companies Act 2006.

Complaint

Any oral or written expression of dissatisfaction, whether justified or not, from, or on behalf of, a Complainant, relating to acts and/or omissions of a Respondent (where relevant, before any Out of Scheme Transfer):

  1. arising from that Respondent’s provision of, or failure to provide, a Banking Service to the Complainant; or
  2. arising from a personal guarantee by a Guarantor to a Respondent;

which alleges that the Complainant, or Guarantor, has suffered (or may suffer) financial loss, material distress or material inconvenience.

Complainant

A person falling into one of the following categories only:

  1. a sole trader or a Business Organisation that, in either case, is or was at the time of the matters alleged in the Complaint both:
    1. carrying on a business; and
    2. a customer, or a potential customer, of the relevant Respondent; or
  2. a Guarantor of one of the persons mentioned in paragraph (a) where the person in (a) met the financial characteristics set out in EL 3 or EL 4(1)(i); or
  3. a Recognised Assignee; or
  4. a Dissolved Complainant.

A person in (a) includes a sole trader or Business Organisation which, at the time the Complaint is referred to BBRS, is subject to insolvency procedure provided for by the law of any part of the United Kingdom.

Confidential Complaint Information

Any information, evidence or documents provided, received, or generated during and for the purposes of BBRS’s process of dealing with a Complaint, either under these Scheme Rules or otherwise. For the avoidance of doubt, this includes any Provisional Determination, Determination or Final Determination.

Connected Complaint

A Complaint which the Chief Adjudicator determines meets the criteria in SC 9(1).

Consequential Financial Loss

A type of loss in respect of which a Money Award may be made in accordance with these Scheme Rules, as provided for in rule AW 8.

Contemporary Scheme

The scheme under which BBRS may resolve Complaints arising from acts or omissions which occurred on or after 1 April 2019, which is subject to the Contemporary Scheme Conditions.

Contemporary Scheme Conditions

The conditions which must be met for a Complaint and Complainant to be eligible for the Contemporary Scheme, as set out at EL 4.

Costs Award

In accordance with AW 12, an award in respect of a Complainant’s reasonable legal and other professional costs necessarily incurred by the Complaint in bringing the Complaint.

Customer Champion

A person appointed by BBRS to the role of Customer Champion, as outlined in GPR 7

Customer Agreement

The legal documents entered into by a Complainant in the form prescribed by BBRS, which allow BBRS to consider the eligibility of, and proceed with resolving, a Complaint.

Declined Appeal Notice

In accordance with AP 6(2)(a), the written notice dismissing an appeal where, in the view of the Chief Adjudicator, there is no real prospect of a successful appeal.

Determination

A decision resolving a Complaint before an appeal, in accordance with DT 12.

Direct Financial Loss

A type of loss in respect of which a Money Award may be made in accordance with these Scheme Rules, as set out at AW 7.

Direction

In accordance with AW 15, a direction that a Respondent take such steps in relation to a Complainant as the Chief Adjudicator considers just and appropriate (whether or not a Court could order those steps to be taken), subject to the relevant Award Limit.

Distress and Inconvenience

A type of loss in respect of which a Money Award may be made in accordance with these Scheme Rules, as set out at AW 10.

Dissolved Complainant

A Business Organisation which would have met paragraph (a) of the definition of Complainant but for its dissolution.

Dissolved Complainant Waiver

A document in which a former director, shareholder, partner, member, trustee, or member of management (as relevant) of a Dissolved Complainant agrees not to bring any complaint or Claim against any Respondent or BBRS arising out of BBRS’ consideration of a Complaint from that Dissolved Complainant, including but not limited to the sharing of information with BBRS, and the making of an Award

Duly Authorised; Due Authorisation

In relation to each Complainant, one individual who is duly authorised to act on that Complainant’s behalf to bring the Complaint to BBRS and then deal generally with BBRS in relation to it. For the purposes of these Scheme Rules, a person will, in relation to a Complainant, be Duly Authorised as follows:

  1. where the Complainant is a solvent sole trader, the person is that sole trader;
  2. where the Complainant is an insolvent sole trader, the person is either: (i) that sole trader’s Insolvency Practitioner; or (ii) the insolvent sole trader, provided the relevant Insolvency Practitioner acting in his or her insolvency proceeding has lawfully granted him or her express consent to bring the Complaint to BBRS on that Insolvency Practitioner’s behalf;
  3. where the Complainant was a sole trader but is deceased, the person is a lawfully appointed executor or personal representative acting on behalf of that sole trader’s estate;
  4. where the Complainant is a solvent Company, the person is a current or former director, or a current or former shareholder, or another natural person, in each case acting with the express consent of the Complainant’s current Board (or acting with the express consent of a senior manager of that entity authorised by its current Board to give that consent);
  5. where the Complainant is a solvent partnership (of any kind), the person is a current partner, or a former partner, or (in the case of a limited liability partnership) a current or former member, or another natural person , in each case acting with the express consent of the current partnership;
  6. where the Complainant is a solvent trust, a trustee, or another person, in each case acting with the express consent of the current trustees;
  7. where the Complainant is a solvent charity, a member of its management, or a trustee, or another natural person, in each case acting with the express consent of the charity’s current Board or trustees (as applicable under its governing document);
  8. where the Complainant is a solvent friendly society or other co-operative society, a member of its management, or another natural person acting with the express consent of its current management;
  9. where the Complainant is an insolvent Business Organisation (of any kind), either the Insolvency Practitioner acting in the relevant insolvency, or a natural person who has been specifically authorised in writing by that Insolvency Practitioner to act on behalf of that insolvent Business Organisation. The specific written authorisation must be sufficient to enable the natural person to pursue the Complaint before BBRS (including but not limited to entering into the Customer Agreement on behalf of the Complainant, enabling the Complainant to perform all its obligations under the Customer Agreement such as providing documentation required by the Chief Adjudicator, and accepting any Determination or Final Determination) ;
  10. where the Complainant is a Dissolved Complainant, a Recognised Individual;
  11. where the Complainant is a solvent Recognised Assignee, that Recognised Assignee;
  12. where the Complainant is an insolvent Recognised Assignee, the person is either: (i) that Recognised Assignee’s Insolvency Practitioner; or (ii) the insolvent Recognised Assignee, provided the relevant Insolvency Practitioner acting in his or her insolvency proceeding has lawfully granted him or her express consent to bring the Complaint to BBRS on that Insolvency Practitioner’s behalf.
  13. where the Complainant is a solvent Guarantor, that Guarantor;
  14. where the Complainant is an insolvent Guarantor, the person is either: (i) that Guarantor’s Insolvency Practitioner; or (ii) the insolvent Guarantor, provided the relevant Insolvency Practitioner acting in his or her insolvency proceeding has lawfully granted him or her express consent to bring the Complaint to BBRS on that Insolvency Practitioner’s behalf.
Eligibility Conditions

The conditions which must be met in order for BBRS to accept a Complaint, as set out at EL 1.

Enforcement Date

Subject to and in accordance with the Participation Deed, the date on which a Determination becomes binding on a Respondent under DT 17 or DT 19 (as the case may be), or a Final Determination becomes binding on a Respondent under AP 10.

Excluded Scheme

Excluded Scheme means any scheme in the list below:

  1. in relation to all Respondents, the reviews arising from the supervisory intervention, commenced by the FSA in June 2012 and continued by the FCA, relating to sales of Interest Rate Hedging Products;
  2. in relation to National Westminster Bank PLC, The Royal Bank of Scotland PLC, NatWest Markets Plc, Coutts & Company and Ulster Bank Limited, the RBS GRG (Global Restructuring Group) complaints process;
  3. in relation to Lloyds Bank plc and Bank of Scotland plc, the reviews of customer cases impacted by the HBOS Impaired Assets Reading fraud being:
    1. the Customer Review overseen by Professor Griggs;
    2. the Foskett Re-Review; and
    3. the independent appeals process overseen by Rory Phillips QC;
  4. in relation to Clydesdale Bank PLC, the FCA Review of Interest Rate Hedging Products, includes the voluntary review of Complex Tailored Business Loans;
    and any other scheme notified by BBRS as an Excluded Scheme on its website from time to time, in accordance with the Participation Deed.
Execution Conditions

In accordance with DT 8(9) and AP 8(3)(j), any conditions that the Chief Adjudicator considers must be fulfilled by a Complainant or a Respondent before a Determination or Final Determination will become binding, and are specified in the relevant Determination or Final Determination.

Final Determination

A decision resolving a Complaint after an appeal, issued in accordance with AP 8.

Final Determination Acceptance Deadline

In accordance with AP 8, a date by which a Complainant must accept a Final Determination, if the Complainant wishes to accept it.

FOS

The Financial Ombudsman Service.

Group

One of the following:

  1. two or more persons who, unless it is shown otherwise, constitute a single risk because one of them, directly or indirectly, has control over the other or others; or
  2. two or more persons between whom there is no relationship of control as set out in (1) but who are to be regarded as constituting a single risk because they are so interconnected that, if one of them were to experience financial problems, in particular funding or repayment difficulties, the other or all of the others would be likely to encounter funding or repayment difficulties.
Group Complaint

Two or more Complaints which the Chief Adjudicator aggregates in accordance with SC 8(1) and which BBRS deals with as a single Complaint.

Guarantor

A natural person who has given a personal guarantee to a Respondent in respect of lending to a relevant Business Organisation or sole trader.

Historical Scheme

The scheme under which BBRS may resolve Complaints arising from acts and/or omissions which occurred on or after 1 December 2001 but before 1 April 2019, to which the Historical Scheme Conditions apply.

Historical Scheme Conditions

The conditions which must be met for a Complaint and Complainant to be eligible for the Historical Scheme, as set out at EL 2.

Insolvency Practitioner

A licensed person appointed under the law of any part of the United Kingdom to undertake an insolvency procedure in relation to an insolvent Complainant.

Interest Award

An award of interest as defined In AW 14.

Late Acceptance

In accordance with DT 19 and AP 10(4), an executed Settlement Document provided by the Complainant to the Chief Adjudicator after the Acceptance Deadline, but within one calendar year of the Acceptance Deadline, indicating that the Complainant wishes to accept a Determination.

Liaison Panel

Liaison panels for Respondents and other scheme users established under BBRS’ constitutional arrangements from time to time.

Micro-enterprise Recommendation

The European Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium sized enterprises.

Money Award

In accordance with AW 6, an award comprising a sum of money in respect of one or more of Direct Financial Loss, Consequential Financial Loss, and Distress and Inconvenience.

Out of Scheme Transfer

A situation in which a Respondent was providing a Banking Service to a Complainant, but then, in accordance with its agreement with the Complainant, transferred responsibility for providing that Banking Service to the Complainant to another firm that is not a Respondent (an “Out of Scheme Firm“). For the purpose of these Scheme Rules, provided the Complainant was notified of the relevant transfer at the time it took place:

  1. a complaint about the transfer, or about the conduct of the Out of Scheme Firm following the transfer, cannot be a Complaint and will not meet the Eligibility Conditions regardless of the legal form the transfer took and the law under which it took place; and
  2. in the case of a transfer from a Respondent to an Out of Scheme Firm by way of assignment of beneficial title or interest, or by way of declaration of trust, or by any means where the Respondent remains (in relation to the Complainant) a lender of record only, a complaint will not be a Complaint and will not meet the Eligibility Conditions insofar as it concerns the conduct of the Respondent acting in accordance with its obligations under the relevant transfer documents, or (as the case may be) at the instruction of the relevant Out of Scheme Firm.
Participation Deed

The legal document entered into by a Respondent with BBRS, which creates the rights and obligations of BBRS and the Respondent in relation to the scheme, and the rights of Complainants to enforce Determinations and Final Determinations, as published from time to time on the BBRS website.

Provisional Determination

Has the meaning set out at DT 8.

Provisional Determination Response Deadline

A date set by the Chief Adjudicator by which a Complainant and Respondent may provide responses and/or further evidence in response to a Provisional Determination.

Recognised Assignee

A natural person in relation to whom all the following conditions are met:

  1. the person has been assigned a right of action by the Insolvency Practitioner appointed in respect of a Business Organisation or a sole trader which: (a) is or has been in an insolvency procedure; and (b) met the financial characteristics set out in either EL 3 or EL 4(1)(i) at the time of the act or omission about which the Complaint is brought;
  2. the assignment of that right of action has been made lawfully in writing, for value (as assessed by the Insolvency Practitioner, which may include nominal value) flowing to, or to flow to, the insolvent estate of the relevant Business Organisation or sole trader, and has been produced to BBRS;
  3. the natural person is one of the following:
    where the right of action in (i) is assigned from an insolvent Company:

    • a current or former director who, either at the time of the act or omission complained of, or at the time of the insolvency, is or was a director of the Complainant, unless that person:
      • is disqualified from being a director under the law of any jurisdiction;
      • has been disqualified as a director as a result of conduct in connection with the Complainant; or
      • is an undischarged bankrupt, or
    • a current or former shareholder who, either at the time of the act or omission complained of, or at the insolvency of the Complainant, is or was a shareholder who held at least 25% of the issued share capital of the Complainant, or
    • a current or former shareholder nominated to be a Recognised Assignee by a group of current or former shareholders who together held (either at the time of the act or omission complained of, or at the insolvency of the Complainant) at least 25% of the issued share capital of the Complainant in aggregate; or

where the right of action in (i) is assigned from an insolvent partnership of any type, a current partner, or a former partner, or (in the case of a limited liability partnership) a current or former member who, either at the time of the act or omission complained of, or at the time of the insolvency, is or was a partner or member of the Complainant, unless that person:

  • is disqualified under the law of any jurisdiction;
  • has been disqualified as a result of conduct in connection with the Complainant; or
  • is an undischarged bankrupt; or

where the right of action in (i) is assigned from a trust, a current or former trustee unless that person:

  • is disqualified under the law of any jurisdiction;
  • has been disqualified as a result of conduct in connection with the Complainant; or
  • is an undischarged bankrupt; or

where the right of action in (i) is assigned from an insolvent charity, a current or former member of its management, or a current or former trustee, unless that person:

  • is disqualified under the law of any jurisdiction;
  • has been disqualified as a result of conduct in connection with the Complainant; or
  • is an undischarged bankrupt; or

where the right of action in (i) is assigned from an insolvent friendly society or other co-operative society, a current or former member of its management, unless that person:

  • is disqualified under the law of any jurisdiction;
  • has been disqualified as a result of conduct in connection with the Complainant; or
  • is an undischarged bankrupt.

in relation to an insolvent sole trader, that sole trader.

Recognised Individual

In respect of a Dissolved Complainant which was a Company, one of the following natural persons:

  1. a person who, either at the time of the act or omission complained of, or at the dissolution of the Dissolved Complainant, was a director of the Dissolved Complainant, unless that person:
    1. is disqualified from being a director under the law of any jurisdiction;
    2. has been disqualified as a director as a result of conduct in connection with the Dissolved Complainant; or
    3. is an undischarged bankrupt;
  2. a person who, either at the time of the act or omission complained of, or at the dissolution of the Dissolved Complainant, was a shareholder who held at least 25% of the issued share capital of the Dissolved Complainant; or
  3. a former shareholder nominated to be a Recognised Individual by a group of former shareholders who together held (either at the time of the act or omission complained of, or at the dissolution of the Dissolved Complainant) at least 25% of the issued share capital of the Dissolved Complainant in aggregate.
    • In respect of a Dissolved Complainant which was a partnership of any type, a natural person who, either at the time of the act or omission complained of, or at the dissolution of the Dissolved Complainant, was a partner or member, unless that person: is disqualified under the law of any jurisdiction;
    • has been disqualified as a result of conduct in connection with the Dissolved Complainant; or
    • is an undischarged bankrupt;

In respect of a Dissolved Complainant which was a trust, a natural person who, either at the time of the act or omission complained of, or at the time of the dissolution of the Dissolved Complainant, was a trustee, unless that person:

  • is disqualified under the law of any jurisdiction;
  • has been disqualified as a result of conduct in connection with the Dissolved Complainant; or
  • is an undischarged bankrupt;

In respect of a Dissolved Complainant which was a charity, a natural person who, either at the time of the act or omission complained of, or at the time of the dissolution of the Dissolved Complainant, was a member of its management, or a trustee, unless that person:

  • is disqualified under the law of any jurisdiction;
  • has been disqualified as a result of conduct in connection with the Dissolved Complainant; or
  • is an undischarged bankrupt;

In respect of a Dissolved Complainant which was a friendly society or other co-operative society, a natural person who, either at the time of the act or omission complained of, or at the time of the dissolution of the Dissolved Complainant, was a member of its management, unless that person:

  • is disqualified under the law of any jurisdiction;
  • has been disqualified as a result of conduct in connection with the Dissolved Complainant; or
  • is an undischarged bankrupt.
Recommended Action

In accordance with AW 5(2), a non-binding recommendation from the Chief Adjudicator to a Respondent in a Determination as to a step it should take in relation to a Complainant.

Recommended Amount

In accordance with AW 5(1), a non-binding recommendation from the Chief Adjudicator to a Respondent in a Determination to pay the balance of a sum in excess of an Award Limit.

Regulated Business Banking Activity

A ‘regulated activity’ defined under section 22 of the Financial Services and Markets Act 2000, and set out in the Financial Services and Markets Act 2000 Regulated Activities Order 2001 SI 544/2001 (as amended from time to time), to the extent it is carried out for small and medium sized enterprises in the course of commercial business banking.

Relevant Litigation

Legal proceedings of any kind including but not limited to the situation where pre-action correspondence has been issued by lawyers and the situation where proceedings have been issued and are pending before a Court or tribunal which:

  1. are ongoing and have not been discontinued, or settled or (by agreement of all parties, or order of the court) stayed or sisted so that the matter may be considered by BBRS; or
  2. have resulted in any judgment or order of a Court or tribunal concerning the subject matter of the Complaint (whether or not that judgment or order is final).
Resolved Complaint

In accordance with SC 8, a Complaint which has previously been heard by BBRS which was subject to a Determination or a Final Determination, and which has been accepted and become binding in accordance with the Scheme Rules.

Respondent

A firm which has agreed with the BBRS to act as Respondent to Complaints under the Participation Deed.

Respondent’s Position Statement

In accordance with CD 3, a document which a Respondent may choose to submit to BBRS, to enable the Respondent to set out its position in response to a Complaint.

Revised Acceptance Deadline

In accordance with AP 6(2)(b), the date set out in the Declined Appeal Notice by which the Complainant must accept a Determination, if the Complainant still wishes to accept it.

Scheme Rules

Scheme Rules are the rules set out in this document.

Settlement Document

A Settlement Document is either:
(i) subject to (ii), a deed in the form prescribed by BBRS and attached to a Determination or Final Determination, the execution of which by a Complainant confirms the acceptance of the Determination or Final Determination; or
(ii) where (a) the Complainant is a Dissolved Complainant; or (b) the BBRS, Complainant and the Respondent all otherwise agree that an alternative settlement agreement should be used in place of the deed mentioned in (i), a settlement agreement in a form acceptable to the Respondent and the Complainant (which must contain at least the provisions set out in DT 20, or as the case may be AP 11).

Split Determination

The process whereby the Chief Adjudicator decides to determine a Complaint in two stages in accordance with DT 2 to DT 7.

United Kingdom

England and Wales, Scotland and Northern Ireland (but not the Channel Islands or the Isle of Man).

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