RBCPay Terms and Conditions

TERMS OF SERVICE, MARKETPLACE USE & TRANSACTION AGREEMENT

Effective Date: [EFFECTIVE DATE]
Last Updated: [DATE]
Version: 1.0

These Terms and Conditions (“Terms”) govern access to and use of RBCPay.com, the RBCPay marketplace, transaction-management services, payment-related functionality, buyer and seller accounts, and all related products, features, applications and services provided by [RBCPAY LEGAL ENTITY] (“RBCPay,” “we,” “us,” or “our”).

These Terms form a legally binding agreement between RBCPay and every person or organization accessing or using the Services.

By creating an account, accessing the Services, listing an item, initiating a transaction, purchasing or selling through RBCPay, submitting payment, accepting transaction terms, or otherwise using the Services, you acknowledge that you have read, understood and agreed to these Terms.

If you do not agree to these Terms, you must not use the Services.

1. PURPOSE OF RBCPAY

RBCPay operates a third-party marketplace and transaction platform designed to provide buyers and sellers with a structured environment for conducting transactions.

RBCPay’s platform may provide functionality relating to:

Buyer and seller registration;
Identity and business verification;
Marketplace listings;
Offers and transaction negotiations;
Transaction creation;
Transaction documentation;
Payment processing through approved channels;
Payment-status tracking;
Shipping and fulfillment documentation;
Delivery verification;
Buyer inspection and acceptance where applicable;
Transaction completion;
Refund administration;
Dispute management;
Fraud prevention;
Security monitoring;
Customer support; and
Transaction recordkeeping.

The availability of particular functionality depends upon the transaction, jurisdiction, payment method and third-party providers involved.

2. NATURE OF RBCPAY’S ROLE

RBCPay provides marketplace, transaction-management and related services.

Except where RBCPay expressly identifies itself as the seller or buyer in a particular transaction, RBCPay is not the buyer or seller of goods or services offered by marketplace users.

The underlying purchase and sale agreement exists between the applicable buyer and seller.

RBCPay does not acquire ownership of merchandise merely because a transaction occurs through the platform.

RBCPay’s involvement in transaction administration does not automatically make RBCPay:

The manufacturer;
Distributor;
Importer;
Exporter;
Owner;
Carrier;
Warehouse operator;
Product guarantor;
Buyer; or
Seller

of goods offered by independent marketplace participants.

3. NO ESCROW REPRESENTATION

RBCPay does not characterize its services as “escrow” unless a particular service is actually provided under a legally established escrow arrangement.

Where transaction funds are processed, safeguarded, delayed, conditionally settled or otherwise controlled by a third-party bank, payment processor or financial-services provider, the applicable provider’s terms and legal structure govern those activities.

References to:

Payment confirmation;
Payment protection;
Settlement;
Release;
Transaction completion;
Funds availability; or
Conditional payment

describe RBCPay’s applicable transaction workflow and do not, by themselves, create an escrow, trust, fiduciary or deposit relationship.

4. ACCEPTANCE OF TERMS

You accept these Terms when you:

Create an RBCPay account;
Click an acceptance button;
Submit a marketplace listing;
Make an offer;
Accept an offer;
Initiate a transaction;
Submit payment;
Sell through RBCPay;
Purchase through RBCPay; or
Otherwise use the Services after being provided access to these Terms.

Electronic acceptance has the same effect as acceptance through a written agreement to the extent permitted by applicable law.

5. CAPACITY TO CONTRACT

You represent that you possess the legal capacity to enter into these Terms.

If you use RBCPay on behalf of a corporation, partnership or other organization, you represent that:

The organization legally exists;
You are authorized to act for it;
You are authorized to accept these Terms on its behalf; and
The organization is bound by your acceptance.

RBCPay may request evidence of authority.

6. ACCOUNT ELIGIBILITY

Access to certain RBCPay functionality requires a registered account.

RBCPay may establish eligibility requirements based upon:

Age;
Legal capacity;
Country;
Jurisdiction;
Transaction type;
Product category;
Verification status;
Payment-provider requirements;
Regulatory requirements; and
Risk considerations.

RBCPay may refuse or restrict access where eligibility requirements are not satisfied.

7. ACCOUNT TYPES

RBCPay may provide:

Buyer Accounts

Accounts primarily used to purchase goods or services.

Seller Accounts

Accounts used to list, sell and receive transaction proceeds.

Buyer and Seller Accounts

Accounts authorized to perform both functions.

Additional verification requirements apply according to account functionality and transaction risk.

8. ACCOUNT INFORMATION

Users provide accurate, complete and current information.

You must not:

Register under a false identity;
Impersonate another person;
Misrepresent a business;
Misrepresent your authority;
Provide materially false contact information;
Use another person’s payment information without authority;
Create deceptive accounts; or
Circumvent an account suspension or restriction.

Users maintain account information when circumstances change.

9. ACCOUNT VERIFICATION

RBCPay may require verification before permitting access to particular Services.

Verification may include:

Email verification;
Telephone verification;
Identity verification;
Address verification;
Business verification;
Corporate registry verification;
Authorized representative verification;
Bank-account verification;
Payment-method verification;
Beneficial ownership information where applicable;
Source-of-funds information where legally or operationally required; and
Additional transaction-specific documentation.

Failure to complete required verification may result in transaction delay, restriction or account suspension.

10. VERIFICATION DOES NOT CONSTITUTE ENDORSEMENT

A verification indicator means only that specified information has been reviewed according to the applicable RBCPay procedure.

Verification does not constitute:

An endorsement;
A guarantee of honesty;
A guarantee of solvency;
A guarantee of product quality;
A guarantee of delivery;
A guarantee of payment;
A guarantee of future conduct; or
Certification of every statement made by a user.

Users remain responsible for evaluating their transactions.

11. ACCOUNT SECURITY

Users are responsible for maintaining the security of their accounts.

Users must:

Maintain a strong password;
Protect login credentials;
Use multi-factor authentication where required;
Protect authentication codes;
Maintain control of registered email and telephone accounts;
Protect devices used to access RBCPay; and
Immediately report suspected unauthorized access.

12. PASSWORDS AND AUTHENTICATION CODES

Users must never provide their RBCPay password or one-time authentication code to another person.

RBCPay personnel do not require users to disclose account passwords.

RBCPay may temporarily restrict an account where unauthorized access is suspected.

13. RESPONSIBILITY FOR ACCOUNT ACTIVITY

Users are responsible for activity conducted through their accounts to the extent permitted by applicable law.

If unauthorized activity occurs, the user must notify RBCPay promptly.

RBCPay may investigate the circumstances before processing a requested transaction, refund, account change or settlement.

14. SELLER OBLIGATIONS

A seller offering goods or services through RBCPay represents that:

The listing is accurate;
The seller has authority to sell the item;
The item exists where represented as existing inventory;
Material defects are disclosed;
Product photographs are not intentionally deceptive;
Product specifications are materially accurate;
The seller can lawfully transfer the product;
The transaction does not violate applicable law;
Required licences or authorizations are maintained; and
Fulfillment will comply with the accepted transaction terms.

15. SELLER OWNERSHIP AND AUTHORITY

A seller must have lawful ownership of, or lawful authority to sell, every item offered through RBCPay.

Sellers must not offer:

Stolen property;
Fraudulently obtained property;
Property subject to an undisclosed lien preventing lawful transfer;
Counterfeit goods;
Unauthorized goods;
Goods the seller lacks authority to transfer; or
Property whose sale is prohibited by law.

RBCPay may request ownership documentation.

16. SELLER LISTING ACCURACY

Listings contain accurate material information.

Sellers disclose information reasonably relevant to a buyer’s purchasing decision, including where applicable:

Manufacturer;
Model;
Condition;
Quantity;
Specifications;
Serial number;
Material defects;
Warranty status;
Shipping limitations;
Delivery terms; and
Other material characteristics.

Intentional misrepresentation constitutes a material violation of these Terms.

17. BUYER OBLIGATIONS

Buyers agree to:

Provide accurate information;
Use authorized payment methods;
Pay amounts validly agreed to;
Review transaction terms before acceptance;
Provide accurate delivery information;
Cooperate with reasonable verification;
Inspect goods within applicable inspection periods;
Report genuine problems promptly; and
Use dispute procedures in good faith.

18. BUYER PAYMENT AUTHORITY

A buyer submitting a payment represents that the buyer is authorized to use the applicable payment method.

Users must not knowingly submit:

Stolen cards;
Unauthorized bank accounts;
Fraudulent cheques;
Fraudulent money orders;
Unauthorized cryptocurrency;
False payment confirmations; or
Other unauthorized payment instruments.

19. TRANSACTION CREATION

RBCPay creates a transaction record for transactions processed through its transaction-management system.

A transaction may contain:

Transaction ID;
Buyer;
Seller;
Product or service;
Quantity;
Condition;
Price;
Currency;
Taxes;
Fees;
Shipping charges;
Payment method;
Delivery method;
Delivery location;
Inspection terms;
Acceptance requirements;
Return conditions;
Release conditions; and
Special terms.

20. TRANSACTION TERMS

The buyer and seller are responsible for reviewing transaction terms before acceptance.

Once accepted, the transaction terms form part of the agreement governing the transaction.

Users must not rely solely upon oral representations that conflict with the recorded transaction terms.

21. ELECTRONIC ACCEPTANCE

RBCPay may record electronic acceptance of transaction terms.

The transaction record may include:

Account;
User;
Date;
Time;
Transaction version;
Acceptance action; and
Relevant session or technical information.

Electronic acceptance is binding to the extent permitted by applicable law.

22. CHANGES TO TRANSACTION TERMS

Material transaction terms cannot be silently changed after acceptance.

Material changes may require a revised transaction record and renewed acceptance.

Changes may include:

Price;
Quantity;
Product;
Shipping destination;
Delivery method;
Inspection period;
Return conditions; and
Other material terms.

23. TRANSACTION VERSION HISTORY

RBCPay may retain previous versions of transaction terms.

The record may show:

Original Terms → Amendment → Acceptance → Subsequent Amendment → Acceptance

Historical records remain part of the transaction audit trail.

24. PRICING

Sellers are responsible for establishing their listing prices unless otherwise agreed.

The amount payable by a buyer may include:

Product price;
Applicable taxes;
Marketplace fees;
Payment fees;
Shipping;
Insurance;
Duties;
Customs charges; and
Other disclosed transaction charges.

The final amount is displayed or documented before payment where applicable.

25. CURRENCY

Transactions may be denominated in supported currencies.

Currency conversion may be performed by:

A payment processor;
Financial institution;
Card issuer;
Cryptocurrency provider; or
Other authorized provider.

Exchange rates and conversion fees may differ from publicly quoted rates.

26. TAXES

Users remain responsible for taxes applicable to their activities except where RBCPay is legally required to collect, withhold or remit particular amounts.

Applicable taxes may include:

GST;
HST;
PST;
QST;
Sales tax;
VAT;
Customs duties;
Import taxes; and
Other governmental charges.

RBCPay may collect information necessary for tax compliance.

27. RBCPAY FEES

RBCPay may charge fees for Services.

Fees may include:

Marketplace fees;
Seller fees;
Buyer fees;
Transaction fees;
Payment-processing fees;
Currency-conversion charges;
Administrative fees;
Inspection-related fees; and
Other disclosed fees.

Applicable fees are communicated through the platform, transaction agreement, fee schedule or other applicable documentation.

28. PAYMENT METHODS

RBCPay may support approved payment methods including, where available:

Visa;
Mastercard;
American Express;
Discover;
Bank wire;
ACH;
Interac e-Transfer;
Approved cryptocurrency payments;
Zelle where supported through an authorized arrangement;
Cheque;
Money order;
Cash under approved procedures; and
Other approved payment methods.

Availability varies by transaction and jurisdiction.

29. THIRD-PARTY PAYMENT PROCESSORS

Payments may be processed by third-party payment providers.

Users authorize RBCPay to provide information reasonably necessary to applicable payment providers for:

Authorization;
Processing;
Verification;
Fraud prevention;
Settlement;
Refunds;
Chargebacks; and

Third-party payment-provider terms may also apply.

30. PAYMENT STATUS

RBCPay distinguishes between payment statuses.

Statuses may include:

Payment Initiated

Payment Pending

Payment Confirmed

Payment Under Review

Payment Failed

Payment Reversed

Transaction Eligible for Settlement

A payment instruction or screenshot does not constitute confirmation of funds.

31. PAYMENT CONFIRMATION

RBCPay relies upon appropriate banking, processor or payment-system confirmation when determining payment status.

Sellers must not rely upon:

Buyer screenshots;
Forwarded emails;
Text messages;
Verbal assurances;
Unverified bank screenshots; or
Other unofficial evidence

as proof that payment is final.

32. PAYMENT HOLDS AND REVIEWS

A transaction or payment may be delayed or reviewed where reasonably required for:

Fraud prevention;
Account verification;
Payment verification;
Chargeback risk;
Compliance review;
Dispute review;
Security investigation;
Payment-provider requirements;
Legal obligations; or
Other legitimate risk-management purposes.

A review does not itself establish wrongdoing.

33. PAYMENT FINALITY

A payment displayed as received or confirmed within RBCPay may remain subject to:

Payment-network rules;
Bank reversals;
Chargebacks;
Fraud claims;
ACH returns;
Cheque returns;
Legal orders;
Processor action; and
Other applicable payment-system rules.

RBCPay does not represent a payment as legally irreversible where the applicable payment method permits reversal.

34. BANK WIRES

Wire transfers must follow the instructions displayed or independently verified through RBCPay’s authorized transaction procedures.

Users must not rely upon unexpected banking instructions received solely through:

Email;
SMS;
Social media;
Messaging applications; or
Telephone calls.

Changes to payment instructions require authenticated verification.

35. ACH PAYMENTS

ACH transactions remain subject to applicable banking and network rules.

ACH transactions may require processing time and may be subject to:

Returns;
Reversals;
Verification;
Account validation; and
Risk review.

36. INTERAC E-TRANSFER

Canadian Interac e-Transfer payments are subject to:

Financial-institution rules;
Transfer limits;
Verification requirements;
Processing limitations; and
Applicable RBCPay procedures.

37. ZELLE

Where Zelle is available through an authorized RBCPay arrangement, transactions remain subject to the applicable bank and Zelle network requirements.

RBCPay does not represent itself as Zelle or as an affiliate of Zelle unless an actual authorized relationship exists.

38. CHEQUES

Receipt of a cheque does not constitute cleared funds.

RBCPay may delay fulfillment or settlement until appropriate confirmation is received.

A bank making funds temporarily available does not necessarily establish that a cheque is genuine or finally settled.

39. MONEY ORDERS AND BANK DRAFTS

Money orders, certified cheques and bank drafts may be subject to verification.

Physical appearance alone does not establish authenticity.

RBCPay may require clearance or independent verification.

40. CASH

Cash transactions are permitted only where specifically authorized by RBCPay procedures.

Cash transactions may be subject to:

Amount limitations;
Identity verification;
Receipts;
Dual verification;
Compliance review;
Source-of-funds requirements;
Recordkeeping; and
Other security procedures.

Anonymous high-value cash transactions may be prohibited.

41. CRYPTOCURRENCY

Where RBCPay accepts approved cryptocurrency payments, the applicable transaction is governed by RBCPay’s cryptocurrency procedures.

Requirements may include:

Approved digital asset;
Approved network;
Correct wallet address;
Required blockchain confirmations;
Exchange-rate methodology;
Network fees;
Transaction monitoring;
Sanctions screening;
Refund procedures; and
Compliance requirements.

42. CRYPTOCURRENCY TRANSACTION RISK

Cryptocurrency transfers may be technically irreversible.

Users are responsible for verifying:

Asset;
Network;
Amount; and
Destination

before authorizing a transfer.

Sending funds to an incorrect address or unsupported network may result in permanent loss.

RBCPay does not guarantee recovery of incorrectly transmitted digital assets.

43. CRYPTOCURRENCY PRICE VOLATILITY

Where a transaction is priced in fiat currency but paid using cryptocurrency, RBCPay or the applicable provider may establish a conversion rate and payment window.

Market-value changes occurring after conversion do not automatically change the underlying purchase price.

Refund methodology is governed by the applicable transaction and payment rules.

44. HANDLING OF TRANSACTION FUNDS

Transaction funds are handled according to RBCPay’s actual banking and payment-provider arrangements.

RBCPay does not use terminology such as:

“Trust account”;
“Escrow account”;
“Insured funds”;
“Guaranteed funds”; or
“Protected deposit”

unless the applicable legal and financial structure supports that representation.

45. TRANSACTION FUNDING

A transaction becomes funded only after the applicable payment status required by RBCPay has been satisfied.

Payment initiation does not automatically authorize:

Shipment;
Release;
Settlement;
Withdrawal; or
Transaction completion.

46. CONDITIONAL SETTLEMENT

Where supported by RBCPay’s payment architecture, settlement may depend upon transaction milestones.

Milestones may include:

Payment Confirmed

↓

Seller Authorized to Fulfill

↓

Shipment Recorded

↓

Delivery Verified

↓

Inspection/Acceptance Completed

↓

No Active Eligible Dispute

↓

Transaction Eligible for Settlement

The applicable transaction record controls the specific conditions.

47. NO UNILATERAL RELEASE DEMAND

Neither a buyer nor seller can compel RBCPay to disregard established transaction conditions merely by demanding immediate payment, release or refund.

RBCPay follows the applicable transaction record, payment-provider rules, dispute procedures and legal requirements.

48. SHIPPING

Unless otherwise stated, sellers are responsible for shipping goods according to the accepted transaction terms.

Seller responsibilities may include:

Proper packaging;
Correct carrier;
Accurate destination;
Shipping documentation;
Tracking;
Insurance where required;
Export documentation;
Customs documentation; and
Compliance with shipping restrictions.

49. SHIPPING INFORMATION

Sellers provide accurate shipping information.

Depending upon the transaction, required information may include:

Carrier;
Tracking number;
Shipment date;
Bill of lading;
Freight documents;
Serial numbers;
Insurance information; and
Other fulfillment evidence.

50. PROHIBITED SHIPPING PRACTICES

Users must not knowingly:

Provide false tracking;
Reuse unrelated tracking numbers;
Ship an intentionally different item;
Falsify shipping documents;
Manipulate delivery records;
Misstate shipment contents; or
Circumvent customs or shipping law.

51. DELIVERY

Delivery is determined according to the applicable transaction terms and available delivery evidence.

Evidence may include:

Carrier tracking;
Signature confirmation;
Delivery receipt;
Bill of lading;
Warehouse receipt;
Photographic evidence;
Named recipient; and
Independent confirmation.

52. HIGH-VALUE DELIVERY

RBCPay may require additional delivery controls for high-value transactions.

These may include:

Signature;
Identity confirmation;
Commercial bill of lading;
Insured transportation;
Warehouse confirmation;
Independent inspection; or
Other transaction-specific controls.

53. BUYER INSPECTION

Where a transaction provides an inspection period, the buyer must inspect the goods within the applicable period.

The inspection period begins according to the transaction terms, commonly following verified delivery.

During that period, the buyer may:

ACCEPT

Confirm satisfactory receipt.

REPORT A PROBLEM

Submit a qualifying dispute.

REQUEST REVIEW

Request additional review where permitted.

54. BUYER ACCEPTANCE

Buyer acceptance is a material transaction event.

Acceptance may confirm that the buyer has received and accepted the transaction subject to applicable law and transaction terms.

Users must not select acceptance before they are prepared to authorize the consequences associated with that action.

55. AUTOMATIC COMPLETION

Where clearly disclosed and legally permitted, a transaction may automatically proceed toward completion after an inspection or response period expires without an eligible dispute.

The applicable transaction displays the relevant deadline.

56. RETURNS

Return rights depend upon:

Transaction terms;
Seller policy;
RBCPay buyer-protection rules where applicable;
Product category;
Product condition;
Applicable consumer-protection law; and
Dispute outcome.

RBCPay does not represent every transaction as automatically returnable.

57. RETURN CONDITION

Where a return is authorized, the buyer must preserve the goods in substantially the condition required by the applicable return terms, except for reasonable inspection.

Users must not intentionally:

Damage merchandise;
Remove components;
Substitute goods;
Alter serial numbers;
Return counterfeit replacements; or
Misrepresent product condition.

58. REFUNDS

Refunds are processed according to:

Transaction terms;
RBCPay policy;
Payment-provider rules;
Dispute decisions;
Applicable law; and
Technical payment limitations.

Refund processing time varies by payment method and financial institution.

59. REFUND DESTINATION

Where practical and required by payment rules, refunds are returned through the original payment method.

RBCPay may refuse requests to redirect a refund to an unrelated person, account, wallet or payment method where doing so creates security, fraud or compliance risk.

60. DISPUTES BETWEEN BUYERS AND SELLERS

RBCPay provides structured dispute procedures for eligible transactions.

A dispute must be:

Submitted within the applicable period;
Based upon a legitimate issue;
Supported by relevant information; and
Submitted in good faith.

61. DISPUTE GROUNDS

Potential dispute grounds may include:

Item not received;
Materially incorrect item;
Material undisclosed damage;
Material quantity discrepancy;
Counterfeit item;
Material specification discrepancy;
Unauthorized transaction; or
Other grounds recognized by applicable policy.

Minor dissatisfaction does not automatically establish a valid dispute.

62. DISPUTE EVIDENCE

RBCPay may require evidence including:

Listing;
Transaction terms;
Messages;
Invoice;
Payment records;
Product photographs;
Videos;
Serial numbers;
Tracking;
Bill of lading;
Delivery records;
Inspection report;
Return documentation; and
Other relevant evidence.

63. DUTY TO COOPERATE

Users involved in a dispute cooperate reasonably with the review.

Failure to provide requested information may affect RBCPay’s ability to evaluate a claim.

RBCPay may make a determination based upon available evidence where a party fails to respond.

64. EVIDENCE-BASED REVIEW

RBCPay evaluates disputes according to available evidence and applicable transaction rules.

Review considers:

What did the parties agree to?
What was paid?
What was shipped or performed?
What was delivered?
What was accepted?
What evidence supports each party?
What do the applicable rules require?

65. DISPUTE HOLD

Where permitted by the applicable payment architecture, an eligible dispute may interrupt transaction completion or settlement.

The existence of a dispute does not guarantee a refund.

66. DISPUTE OUTCOMES

Subject to applicable law, payment-provider rules and RBCPay’s authority, outcomes may include:

Transaction completion;
Full refund;
Partial refund;
Return;
Replacement;
Additional inspection;
Payment release;
Continued review; or
Referral to an external provider or authority.

67. FALSE DISPUTES

Users must not knowingly file fraudulent disputes.

Prohibited conduct includes:

Claiming non-delivery after receiving goods;
Submitting altered evidence;
Substituting returned goods;
Falsifying photographs;
Filing knowingly false unauthorized-payment claims; and
Using disputes to obtain goods without payment.

False disputes may result in account restriction or other action.

68. CHARGEBACKS

Cardholders may possess chargeback rights under card-network and issuer rules independent of RBCPay’s internal dispute procedures.

RBCPay may provide transaction evidence to payment processors, acquiring institutions and card networks in response to chargebacks.

69. DUPLICATE RECOVERY

A user is not entitled to obtain multiple recoveries for the same loss.

For example, a buyer cannot retain:

A full RBCPay refund;
A full card chargeback; and
The merchandise

where doing so would result in an improper duplicate recovery.

RBCPay may adjust account balances or pursue recovery where legally permitted.

70. FRAUD PREVENTION

RBCPay monitors activity for legitimate fraud and security purposes.

RBCPay may evaluate:

Transaction patterns;
Payment behaviour;
Account history;
Device information;
Geographic indicators;
Shipping patterns;
Account changes;
Verification results;
Disputes;
Chargebacks; and
Other legitimate risk indicators.

71. ACCOUNT REVIEW

RBCPay may place an account or transaction under review where unusual or potentially unauthorized activity is detected.

Review may require additional information.

A review is not an accusation of wrongdoing.

72. ACCOUNT RESTRICTION

RBCPay may restrict account functionality where reasonably necessary to:

Protect users;
Prevent fraud;
Investigate account compromise;
Manage payment risk;
Comply with law;
Enforce these Terms;
Address disputes;
Protect RBCPay; or
Protect the marketplace.

73. ACCOUNT SUSPENSION

RBCPay may suspend accounts involving:

Fraud;
Repeated policy violations;
False identity information;
Prohibited goods;
Payment abuse;
Security threats;
Unauthorized access;
Unresolved verification issues; or
Other material violations.

74. ACCOUNT TERMINATION

RBCPay may terminate access for material or repeated violations, subject to applicable law and contractual obligations.

Termination does not eliminate obligations arising before termination.

75. EFFECT OF ACCOUNT TERMINATION

Following termination, RBCPay may retain information required for:

Completed transactions;
Outstanding transactions;
Refunds;
Disputes;
Chargebacks;
Fraud prevention;
Tax;
Accounting;
Legal claims; and
Regulatory obligations.

76. PROHIBITED ITEMS

Users must not list, purchase or sell items prohibited by law or RBCPay policy.

Prohibited or restricted categories may include:

Illegal goods;
Stolen property;
Counterfeit goods;
Unlawful controlled substances;
Prohibited weapons;
Explosives;
Illegal wildlife products;
Fraudulent documents;
Stolen financial information;
Malware;
Illegally obtained personal information;
Sanctioned goods; and
Other prohibited items.

RBCPay may maintain a separate Prohibited and Restricted Items Policy.

77. REGULATED GOODS

Certain lawful goods may nevertheless require:

Licensing;
Age verification;
Import authorization;
Export authorization;
Medical authorization;
Carrier approval;
Customs documentation; or
Other regulatory compliance.

Users remain responsible for ensuring their transactions are lawful.

78. EXPORT CONTROLS

Users must comply with applicable export-control and trade-control laws.

Users must not use RBCPay to circumvent:

Export restrictions;
Sanctions;
End-user restrictions;
Destination restrictions;
Licensing requirements; or
Technology-transfer restrictions.

79. SANCTIONS

RBCPay may screen users and transactions against applicable sanctions requirements.

RBCPay may reject, restrict, delay or report transactions where required by law or financial-service-provider requirements.

80. ANTI-MONEY-LAUNDERING CONTROLS

Where applicable to RBCPay or its financial-service providers, users cooperate with legally required anti-money-laundering and anti-terrorist-financing controls.

This may include requests concerning:

Identity;
Business;
Beneficial ownership;
Source of funds;
Transaction purpose; and
Other legally required information.

81. NO STRUCTURING OR EVASION

Users must not deliberately divide transactions, create multiple accounts or manipulate payment methods for the purpose of evading:

Verification;
Transaction limits;
Reporting;
Risk review;
Compliance controls; or
Legal requirements.

82. OFF-PLATFORM TRANSACTIONS

Users who move transactions outside RBCPay lose the benefit of transaction records and procedures available only through the platform.

RBCPay is not responsible for independent transactions completed outside its systems.

Users must not falsely represent an off-platform transaction as an RBCPay-protected transaction.

83. COMMUNICATIONS

RBCPay may provide messaging functionality.

Users must not use communications to:

Commit fraud;
Harass;
Threaten;
Phish;
Distribute malware;
Solicit passwords;
Request authentication codes;
Circumvent payment controls; or
Engage in unlawful conduct.

84. COMMUNICATION RECORDS

Communications made through RBCPay may be retained as part of:

Transaction records;
Security records;
Fraud investigations;
Dispute files;
Customer-support records; and
Legal records.

Use of RBCPay messaging is subject to the Privacy Policy.

85. PRIVACY

RBCPay handles personal information according to the RBCPay Privacy & Personal Information Protection Policy.

By using RBCPay, users acknowledge that information may be processed as described in that policy.

86. DATA SECURITY

RBCPay maintains administrative, technical and physical safeguards appropriate to its systems and information.

No internet-connected system can be guaranteed to be completely secure.

RBCPay does not promise that unauthorized access, cyberattacks, service interruption or security incidents can never occur.

87. USER SECURITY RESPONSIBILITIES

Users contribute to transaction security.

Users must:

Protect credentials;
Use authentic RBCPay pages;
Verify payment instructions;
Review transaction details;
Protect devices;
Report suspicious activity; and
Avoid sharing confidential authentication information.

88. SOCIAL ENGINEERING

RBCPay is not responsible for losses resulting solely from a user’s intentional disclosure of credentials or authentication codes to an unauthorized person to the extent permitted by law.

RBCPay investigates reported social-engineering incidents according to applicable procedures.

89. INTELLECTUAL PROPERTY

RBCPay and its licensors retain rights in the platform, including:

Software;
Interface;
Design;
Text;
Graphics;
Databases;
Systems;
Trademarks;
Logos;
Processes; and
Other protected materials.

Use of the Services does not transfer ownership of RBCPay intellectual property.

90. USER CONTENT

Users retain applicable rights in content they submit.

By submitting content necessary to operate the marketplace, users grant RBCPay a non-exclusive licence to host, store, reproduce, display, process and transmit that content to the extent reasonably necessary to:

Operate the Services;
Display listings;
Process transactions;
Provide support;
Prevent fraud;
Resolve disputes;
Enforce these Terms; and
Meet legal obligations.

91. CONTENT AUTHORITY

Users represent that they have the rights necessary to submit content to RBCPay.

Users must not knowingly upload:

Copyright-infringing material;
Stolen photographs;
Unauthorized confidential information;
Unlawfully obtained personal information; or
Other content they lack authority to use.

92. MARKETPLACE REVIEWS AND RATINGS

Where RBCPay provides ratings or reviews, users submit genuine experiences.

Users must not:

Purchase fake reviews;
Create deceptive reviews;
Threaten users for reviews;
Manipulate ratings;
Review their own business through deceptive accounts; or
Publish knowingly false defamatory statements.

93. THIRD-PARTY SERVICES

RBCPay may integrate with third-party services.

Examples include:

Payment processors;
Identity providers;
Shipping companies;
Cloud providers;
Analytics services;
Communications providers; and
Fraud-prevention providers.

Third-party services may be governed by separate terms.

94. THIRD-PARTY AVAILABILITY

RBCPay does not control every third-party service.

Temporary interruption of a bank, payment processor, shipping provider, network or other external provider may affect RBCPay functionality.

95. SERVICE AVAILABILITY

RBCPay seeks to maintain reliable Services but does not guarantee uninterrupted availability.

Services may be interrupted for:

Maintenance;
Security;
Software updates;
Provider outages;
Network failures;
Cybersecurity events;
Legal requirements;
Force majeure; or
Other operational reasons.

96. SERVICE CHANGES

RBCPay may modify, add, restrict or discontinue features.

Material changes affecting contractual rights are handled according to applicable law and these Terms.

97. NO GUARANTEE OF TRANSACTION SUCCESS

RBCPay does not guarantee that:

An item will sell;
A buyer will complete a transaction;
A seller will accept an offer;
Financing will be available;
A payment will be approved;
A shipment will arrive by a particular time; or
Every dispute will be resolved to a user’s satisfaction.

98. NO GUARANTEE OF USER CONDUCT

RBCPay employs verification, security and fraud controls but cannot guarantee the future conduct of every user.

Users remain responsible for exercising reasonable judgment.

99. NO PRODUCT WARRANTY BY RBCPAY

Unless RBCPay expressly sells a product as principal, RBCPay does not manufacture or independently warrant third-party marketplace goods.

Seller or manufacturer warranties, where available, govern the applicable product.

100. PRODUCT CONDITION

RBCPay does not independently inspect every marketplace item.

Where an item has been inspected or verified, the scope of the inspection is limited to the service expressly described.

Verification does not create a warranty beyond that stated scope.

101. HIGH-VALUE TRANSACTIONS

RBCPay may impose additional requirements for high-value transactions.

These may include:

LEVEL 1 — Identity Verification

LEVEL 2 — Business Verification

LEVEL 3 — Payment Verification

LEVEL 4 — Asset Verification

LEVEL 5 — Fulfillment Verification

LEVEL 6 — Delivery and Acceptance

LEVEL 7 — Settlement Authorization

Users agree to cooperate with applicable high-value transaction requirements.

102. MANUAL REVIEW

High-value or unusual transactions may receive manual review.

RBCPay may request:

Additional identity documentation;
Corporate documentation;
Ownership evidence;
Product verification;
Inspection;
Payment verification;
Shipping documentation; or
Other reasonable evidence.

103. TRANSACTION RECORDS

RBCPay maintains transaction records according to applicable retention requirements.

Records may include:

User;
Terms;
Payment events;
Communications;
Shipping;
Delivery;
Acceptance;
Disputes;
Refunds;
Settlement; and
Administrative actions.

104. AUDIT TRAIL

Material transaction actions may create an audit record.

RBCPay’s audit trail is designed to establish:

WHO

WHAT

WHEN

WHICH TRANSACTION

WHAT CHANGED

Historical records may be preserved even after current account information changes.

105. ELECTRONIC RECORDS

Users agree that RBCPay may maintain records electronically.

Electronic transaction records may be used for:

Customer support;
Disputes;
Chargebacks;
Audits;
Fraud investigations;
Legal proceedings;
Compliance; and
Other legitimate purposes.

106. ELECTRONIC COMMUNICATIONS

Users consent to receive electronic communications relating to the Services to the extent permitted by law.

These may include:

Transaction confirmations;
Security alerts;
Account notices;
Payment notices;
Shipping notices;
Dispute notices;
Policy updates; and
Legal communications.

107. MARKETING COMMUNICATIONS

Marketing communications are managed separately from essential transactional communications.

Users may unsubscribe from eligible marketing communications.

Unsubscribing from marketing does not prevent essential account, security or transaction communications.

108. RECORD RETENTION

RBCPay retains information for periods reasonably required for:

Transaction administration;
Accounting;
Tax;
Fraud prevention;
Security;
Chargebacks;
Disputes;
Litigation;
Regulatory requirements; and
Other legitimate obligations.

109. COMPLAINTS

Users may submit complaints through RBCPay’s designated complaint process.

Complaints are documented and reviewed according to the nature of the issue.

110. USER-TO-USER DISPUTES

RBCPay’s internal dispute procedures do not necessarily eliminate legal rights a buyer or seller may possess directly against the other party.

Nothing in these Terms removes rights that cannot lawfully be waived.

111. RBCPAY DISPUTES

A dispute concerning RBCPay itself is distinct from a buyer-seller transaction dispute.

Users first provide RBCPay with reasonable notice of the issue and an opportunity to investigate and attempt resolution, except where applicable law provides otherwise.

112. GOVERNING LAW

These Terms are governed by the laws of [PROVINCE/TERRITORY] and the applicable federal laws of Canada, without regard to conflict-of-laws principles, except where mandatory law requires otherwise.

113. JURISDICTION

Subject to applicable consumer law and any valid dispute-resolution provisions contained in these Terms, legal proceedings relating to these Terms are brought in the courts of [CITY, PROVINCE/TERRITORY, CANADA].

Nothing in this section deprives a consumer of mandatory rights that cannot legally be waived.

114. OPTIONAL ARBITRATION PROVISION

[LEGAL REVIEW REQUIRED BEFORE ACTIVATION]

Where legally permitted and expressly adopted by RBCPay, specified disputes may be resolved through binding arbitration under stated rules.

Any arbitration provision must identify:

Arbitration organization;
Applicable rules;
Location;
Costs;
Consumer protections;
Opt-out rights where applicable;
Class-action treatment; and

RBCPay does not rely upon an incomplete arbitration clause.

115. CONSUMER RIGHTS

Nothing in these Terms excludes, limits or waives a statutory consumer right where such exclusion, limitation or waiver is prohibited by law.

Where mandatory consumer-protection law conflicts with these Terms, the mandatory law controls to the extent of the conflict.

116. DISCLAIMERS

To the maximum extent permitted by applicable law, the Services are provided on an “as available” basis.

RBCPay does not make warranties beyond those expressly stated or legally required.

Nothing in these Terms excludes warranties or conditions that cannot legally be excluded.

117. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, RBCPay is not liable for indirect, incidental, special, exemplary, punitive or consequential damages arising from use of the Services where such limitation is legally enforceable.

This limitation does not apply where liability cannot lawfully be excluded or limited.

118. DIRECT LOSS

Any contractual limitation on RBCPay’s liability for direct loss is subject to applicable law.

No provision of these Terms excludes liability for conduct for which exclusion is prohibited.

The final monetary liability cap, if used, is stated only after legal review and approval.

[INSERT APPROVED LIABILITY CAP]

119. USER INDEMNIFICATION

To the extent permitted by law, a business user agrees to indemnify RBCPay against third-party claims arising from that user’s:

Unlawful conduct;
Fraud;
Material breach of these Terms;
Infringement of third-party rights;
Illegal product listing;
Unauthorized sale; or
Material misrepresentation.

Consumer indemnification rights and obligations remain subject to applicable law.

120. FORCE MAJEURE

RBCPay is not responsible for delay or failure caused by events outside its reasonable control to the extent permitted by law.

Events may include:

Natural disasters;
War;
Civil disturbance;
Government action;
Internet failure;
Telecommunications failure;
Major cyberattack;
Banking-system disruption;
Payment-network outage;
Carrier interruption;
Labour disruption; and
Other extraordinary events.

121. NO WAIVER

Failure by RBCPay to enforce a provision on one occasion does not automatically waive the right to enforce that provision later.

122. SEVERABILITY

If a provision is determined to be invalid or unenforceable, the remaining provisions continue to apply to the extent legally permitted.

The invalid provision is interpreted or modified only to the extent necessary to make it enforceable where legally permissible.

123. ASSIGNMENT

Users may not assign their rights or obligations under these Terms without RBCPay’s authorization where such restriction is legally permitted.

RBCPay may assign these Terms in connection with:

Corporate reorganization;
Merger;
Acquisition;
Sale of business;
Financing;
Transfer of assets; or
Similar transaction,

subject to applicable law.

124. NO PARTNERSHIP OR AGENCY

Use of RBCPay does not create a:

Partnership;
Joint venture;
Employment relationship;
Franchise; or
General agency relationship

between RBCPay and a user.

A seller does not have authority to bind RBCPay.

125. HEADINGS

Section headings are provided for convenience and do not independently alter the meaning of these Terms.

126. INTERPRETATION

Words in the singular include the plural where context requires and vice versa.

“Including” means including without limitation unless the context requires otherwise.

References to laws include amendments and successor legislation where applicable.

127. CONFLICTING TRANSACTION TERMS

Where a transaction contains specifically accepted transaction terms that conflict with general marketplace provisions, the specifically accepted terms govern that transaction to the extent permitted by law and to the extent the transaction terms expressly address the conflict.

RBCPay’s legal, privacy, security and prohibited-conduct requirements continue to apply.

128. POLICY INCORPORATION

The following policies may form part of these Terms where applicable:

Privacy & Personal Information Protection Policy
Security & Transaction Integrity Policy
Buyer Protection Policy
Seller Protection Policy
Payment & Settlement Policy
Transaction Release Policy
Identity Verification / KYC Policy
Fraud Prevention & Risk Policy
Dispute Resolution Policy
Refund & Cancellation Policy
Prohibited & Restricted Items Policy
Cryptocurrency Policy
Complaint Handling Policy
Cookie Policy
High-Value Transaction Policy

Users agree to policies applicable to the Services they use.

129. CHANGES TO THESE TERMS

RBCPay may update these Terms to reflect:

Changes to Services;
New features;
New payment methods;
Security requirements;
Legal requirements;
Regulatory developments;
Payment-provider requirements; or
Business changes.

Material amendments are communicated as required by applicable law.

130. EXISTING TRANSACTIONS AFTER TERMS CHANGES

Where appropriate, a transaction already accepted before materially revised Terms become effective remains governed by the terms applicable when the transaction was accepted, except where:

The parties agree otherwise;
A change is legally required;
A security requirement requires immediate implementation; or
Applicable law provides otherwise.

RBCPay maintains version records for material Terms updates.

131. TERMINATION BY USER

A user may request account closure according to RBCPay’s account procedures.

Account closure does not cancel:

Completed transactions;
Outstanding payment obligations;
Existing disputes;
Refund obligations;
Chargebacks;
Legal holds;
Tax obligations; or
Other obligations arising before closure.

132. TERMINATION BY RBCPAY

RBCPay may terminate or restrict access for material violations of these Terms or where continued access creates material security, fraud, legal or operational risk.

Where legally required, appropriate notice is provided.

133. SURVIVAL

Provisions that by their nature continue after termination remain effective.

These may include provisions relating to:

Payment obligations;
Transaction records;
Intellectual property;
Privacy;
Disputes;
Liability;
Indemnification;
Governing law;
Fraud investigations; and
Legal compliance.

134. FRAUDULENT REPRESENTATION OF RBCPAY

No person may falsely claim:

To be RBCPay;
To represent RBCPay;
To operate an RBCPay payment account;
To have RBCPay authorization;
That a transaction is protected by RBCPay when it is not; or
That RBCPay has confirmed a payment when it has not.

RBCPay may investigate and report impersonation or fraudulent use of its identity.

135. NO PAYMENT BY SCREENSHOT

RBCPay applies the following rule:

A screenshot, email, text message, PDF, receipt image or verbal statement is not independently sufficient proof that transaction funds have been received, cleared or finally settled.

Official transaction status and appropriate payment-provider confirmation control.

136. NO BANKING CHANGES BY EMAIL ALONE

RBCPay applies the following security requirement:

Banking and settlement instructions are not changed solely because an email, text message or telephone caller requests a change.

Authenticated verification is required.

137. TRANSACTION INTEGRITY RULE

No RBCPay transaction advances to a material stage solely because one participant requests advancement.

Required conditions apply.

These may include:

IDENTITY VERIFIED

↓

TERMS ACCEPTED

↓

PAYMENT STATUS CONFIRMED

↓

FULFILLMENT DOCUMENTED

↓

DELIVERY VERIFIED

↓

ACCEPTANCE OR APPLICABLE COMPLETION CONDITION

↓

NO ACTIVE ELIGIBLE DISPUTE

↓

SETTLEMENT ELIGIBILITY

138. RBCPAY’S FIVE TRANSACTION PRINCIPLES

RBCPay operates around five transaction-integrity principles:

VERIFY. DOCUMENT. PROTECT. CONFIRM. RECORD.

VERIFY

Establish appropriate information about participants.

DOCUMENT

Record material transaction terms.

PROTECT

Apply appropriate account, payment and security controls.

CONFIRM

Require appropriate evidence before critical milestones.

RECORD

Maintain an auditable history of material transaction events.

139. TRANSACTION RESPONSIBILITY

RBCPay provides infrastructure designed to reduce risk and increase transaction accountability.

RBCPay does not eliminate every risk associated with commerce.

Buyers remain responsible for evaluating what they purchase.

Sellers remain responsible for what they sell.

Both parties remain responsible for complying with accepted transaction terms and applicable law.

RBCPay remains responsible for performing its own contractual obligations under these Terms.

140. CONTACT INFORMATION

Questions regarding these Terms may be directed to:

RBCPay Legal & Compliance

Email: [LEGAL/COMPLIANCE EMAIL]

Telephone: [TELEPHONE]

Mail:

[RBCPAY LEGAL ENTITY]
[REGISTERED ADDRESS]
[CITY, PROVINCE, POSTAL CODE]
Canada

141. LEGAL NOTICES

Formal legal notices to RBCPay must be delivered through the designated legal contact or other method expressly identified by RBCPay.

Customer-support communications do not automatically constitute formal legal service.

142. COMPLETE AGREEMENT

These Terms, together with incorporated policies and specifically accepted transaction terms, constitute the agreement governing use of the applicable RBCPay Services.

They supersede prior representations concerning the same subject matter except where a separate written agreement expressly states that it controls.

143. USER ACKNOWLEDGEMENT

By using RBCPay, the user acknowledges:

I have reviewed the applicable transaction terms.

I understand that RBCPay operates a third-party marketplace and transaction platform.

I understand that buyer and seller obligations remain between the transaction participants except for obligations expressly undertaken by RBCPay.

I understand that payment initiation is not necessarily the same as final settlement.

I understand that payment methods may be governed by third-party financial-service rules.

I understand that transactions may be reviewed for security, fraud and compliance purposes.

I understand that high-value transactions may require additional verification.

I understand that disputes are evaluated according to applicable rules and available evidence.

I agree to comply with RBCPay’s security and verification procedures.

I agree not to use RBCPay for fraudulent, unlawful or prohibited activity.

I agree to these Terms and Conditions.

144. RBCPAY TRANSACTION COMMITMENT

RBCPay’s marketplace is built around a structured transaction record.

For an eligible transaction, the platform is designed to answer:

WHO?

Who are the buyer and seller?

WHAT?

What did the parties agree to buy and sell?

HOW MUCH?

What amount was agreed?

HOW?

What approved payment method was used?

PAID?

What is the payment status?

FULFILLED?

What evidence establishes seller performance?

DELIVERED?

What evidence establishes delivery?

ACCEPTED?

What acceptance or completion event occurred?

DISPUTED?

Was a qualifying dispute submitted?

COMPLETED?

What event authorized transaction completion?

RECORDED?

Can the material history be reconstructed?

145. FINAL TERMS PRINCIPLE

RBCPay’s Terms are built around a simple principle:

A secure marketplace transaction requires more than a payment. It requires identifiable participants, documented terms, authorized payment, evidence of performance, defined completion conditions, structured dispute procedures and a reliable transaction record.

RBCPay provides the framework through which those elements are connected.

BUYER + SELLER + AGREEMENT + PAYMENT + PERFORMANCE + VERIFICATION + RECORD

Together, these elements form the RBCPay transaction process.

146. IMPORTANT LEGAL AND OPERATIONAL REQUIREMENT

These Terms describe RBCPay’s intended contractual and operational framework.

Before publication, RBCPay confirms that every representation contained in these Terms corresponds to the platform’s actual:

Corporate structure;
Banking relationships;
Payment processors;
Payment flows;
Identity-verification procedures;
Marketplace functionality;
Settlement procedures;
Refund procedures;
Dispute procedures;
Security systems;
Data practices; and
Geographic availability.

RBCPay does not advertise or contractually promise functionality that has not been implemented.

Particular attention is given to statements concerning:

Holding customer funds;
Conditional settlement;
Payment protection;
Payment guarantees;
Insurance;
Trust accounts;
Payment reversibility;
Buyer protection;
Seller protection;
Cryptocurrency;
Financial regulation; and
Dispute authority.

147. LEGAL REVIEW REQUIREMENT

Before these Terms become the production Terms governing RBCPay.com, RBCPay obtains legal review appropriate to its operating jurisdictions.

The final review addresses, at minimum:

Canadian federal law;
Applicable provincial law;
Consumer-protection requirements;
Electronic-commerce requirements;
Privacy legislation;
Payment-services regulation;
Anti-money-laundering obligations where applicable;
Card-network requirements;
Cryptocurrency requirements where applicable;
Sanctions and trade restrictions;
Marketplace liability;
Liability limitations;
Dispute provisions;
Governing law;
Tax obligations; and
RBCPay’s precise role in handling transaction funds.

No placeholder contained in these Terms remains in the production version.

148. EFFECTIVE DATE AND VERSION CONTROL

Document: RBCPay Terms and Conditions
Document Type: Terms of Service, Marketplace Use & Transaction Agreement
Owner: RBCPay Legal & Compliance
Approved By: [APPROVING AUTHORITY]
Effective Date: [EFFECTIVE DATE]
Last Reviewed: [DATE]
Next Review: [DATE]
Version: 1.0

RBCPay maintains historical versions of these Terms according to its record-retention procedures.

RBCPAY TERMS OF SERVICE

TRANSACTIONS BUILT AROUND VERIFICATION, DOCUMENTATION AND ACCOUNTABILITY.

Every participant has responsibilities.

Every transaction has terms.

Every payment has a status.

Every fulfillment event requires evidence appropriate to the transaction.

Every eligible dispute follows a process.

Every material transaction event creates a record.

That is the foundation of the RBCPay marketplace.