Legal notice: These Terms of Service constitute a legally binding agreement. TrustBrig Inc. recommends that all parties obtain independent legal counsel before entering into any escrow arrangement. TrustBrig Inc. is not a law firm and does not provide legal advice.
1. Introduction and acceptance
These Terms of Service ("Terms") govern your access to and use of the escrow services offered by TrustBrig Inc. ("TrustBrig", "we", "us", or "our"), a corporation incorporated under the laws of [Province/Canada]. By registering for an account, initiating an escrow transaction, or otherwise using our platform or services, you ("User", "Party", or "you") agree to be bound by these Terms in their entirety.
If you are entering into these Terms on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to "you" shall include that entity.
If you do not agree to these Terms, you must not use our services.
2. Definitions
For the purposes of these Terms, the following definitions apply:
"Initiating Counterparty" means the party to a Transaction who is obligated to deliver funds into escrow in exchange for the delivery of Goods or fulfillment of Release Conditions.
"Responding Counterparty" means the party to a Transaction who is obligated to deliver Goods or fulfill Release Conditions in exchange for release of funds from escrow.
"Escrow Account" means the designated trust or escrow account held by TrustBrig or its banking partners into which funds are deposited pending fulfillment of Release Conditions.
"Escrow Agreement" means the specific agreement executed by the Parties for a given Transaction, incorporating these Terms and setting out the particular terms, conditions, timelines, and release instructions for that Transaction.
"Goods" means the commodities, agricultural products, oil, gas, petroleum products, or other physical or contractual assets that are the subject of a Transaction, as specified in the applicable Escrow Agreement.
"Inspection Period" means the period specified in an Escrow Agreement during which the Initiating Counterparty may inspect, test, or verify the Goods before authorising release of funds.
"Party" or "Parties" means the Initiating Counterparty, Responding Counterparty, or both, as the context requires.
"Platform" means TrustBrig's website, web application, and associated digital infrastructure through which escrow services are accessed and managed.
"Release Conditions" means the specific conditions, milestones, or events specified in an Escrow Agreement upon the fulfillment of which TrustBrig is authorised to release funds to the Responding Counterparty.
"Transaction" means an individual escrow arrangement established between a Initiating Counterparty and Responding Counterparty through the Platform.
"Transaction Fees" means the fees payable to TrustBrig for its escrow services, as set out in Section 7 of these Terms or in the applicable Escrow Agreement.
3. Description of services
TrustBrig provides technology-enabled escrow services for commercial transactions, with a focus on commodities, agricultural products, and oil and gas transactions. TrustBrig's role is limited to that of a neutral escrow agent. Specifically, TrustBrig will:
- Receive and hold funds deposited by the Initiating Counterparty in a designated Escrow Account pending satisfaction of Release Conditions
- Provide a Platform through which Parties may initiate, monitor, and manage Transactions
- Release funds to the Responding Counterparty upon confirmation that Release Conditions have been satisfied, or return funds to the Initiating Counterparty if a Transaction is cancelled or Release Conditions are not met, in each case in accordance with the applicable Escrow Agreement
- Maintain records of Transactions and communications through the Platform
TrustBrig does not: verify the quality, quantity, fitness, or legal title of any Goods; act as a broker, dealer, or commodity trading advisor; provide legal, financial, tax, or regulatory advice; guarantee the performance of either Party; or act as an insurer of any Transaction.
4. Eligibility and registration
4.1 Eligibility
To use TrustBrig's services, you must:
- Be a corporation, partnership, or other legal entity validly incorporated or registered in Canada or another jurisdiction recognised by TrustBrig, or an individual of at least 18 years of age with legal capacity to enter into binding contracts
- Not be subject to any sanctions administered by the Office of the Superintendent of Financial Institutions (OSFI), Global Affairs Canada, the United Nations Security Council, or any other applicable sanctions authority
- Comply with all applicable laws, including without limitation the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and applicable provincial regulations
4.2 Know Your Customer (KYC) and Anti-Money Laundering (AML)
TrustBrig is subject to Canadian anti-money laundering and anti-terrorist financing legislation. All Users are required to complete TrustBrig's identity verification and KYC process before initiating any Transaction. This may include providing:
- Government-issued identification
- Articles of incorporation or other corporate documentation
- Beneficial ownership information
- Documentation relating to the source of funds
- Such other information as TrustBrig may reasonably require
TrustBrig reserves the right to decline, suspend, or terminate services to any User who fails to satisfy its KYC/AML requirements or who TrustBrig reasonably suspects to be engaged in suspicious activity. TrustBrig may be required by law to report suspicious transactions to the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) and other authorities without notifying you.
4.3 Account security
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify TrustBrig immediately at security@trustbrig.com if you suspect any unauthorised access to or use of your account.
5. Initiating a transaction
5.1 Escrow Agreement
Each Transaction requires the execution of an Escrow Agreement by all Parties. The Escrow Agreement will specify, at a minimum:
- The identity of the Initiating Counterparty and Responding Counterparty
- A description of the Goods
- The escrow amount and currency
- The Release Conditions, including any Inspection Period
- The timeline and deadlines applicable to the Transaction
- The allocation of Transaction Fees between the Parties
- Dispute resolution procedures applicable to that Transaction
5.2 Deposit of funds
Following execution of the Escrow Agreement, the Initiating Counterparty must deposit the specified escrow amount into the designated Escrow Account by the deadline set out in the Escrow Agreement. TrustBrig will confirm receipt of funds in writing through the Platform. Transactions will not proceed until funds have been confirmed as received and cleared.
5.3 Accepted currencies and payment methods
TrustBrig currently accepts funds in Canadian dollars (CAD) and United States dollars (USD) via wire transfer. Additional currencies and payment methods may be made available at TrustBrig's discretion. TrustBrig does not currently accept cryptocurrency or digital asset deposits.
6. Release of funds and dispute resolution
6.1 Release upon satisfaction of conditions
TrustBrig will release funds to the Responding Counterparty promptly upon receiving written confirmation from both Parties, or upon TrustBrig's reasonable determination, that all Release Conditions specified in the Escrow Agreement have been satisfied.
6.2 Inspection Period
If the Escrow Agreement specifies an Inspection Period, the Initiating Counterparty must notify TrustBrig in writing before the expiry of the Inspection Period if the Initiating Counterparty disputes that Release Conditions have been met. Failure to provide timely written notice of a dispute will be deemed acceptance of the Goods and authorisation for TrustBrig to release funds to the Responding Counterparty.
6.3 Disputes
If a dispute arises between the Parties regarding whether Release Conditions have been satisfied, TrustBrig will:
- Notify both Parties in writing of the dispute
- Hold funds in the Escrow Account pending resolution
- Not release funds until receiving either: (a) a joint written instruction signed by both Parties; or (b) a final order of a court or arbitral tribunal of competent jurisdiction directing release
TrustBrig is not an adjudicator and will not make determinations regarding the merits of any dispute. TrustBrig's obligation is to hold funds securely and release them in accordance with joint instructions or a binding legal order.
6.4 Cancellation
If a Transaction is cancelled prior to the satisfaction of Release Conditions, funds will be returned to the Initiating Counterparty in accordance with the Escrow Agreement, less any Transaction Fees that have accrued.
7. Fees
7.1 Transaction Fees
TrustBrig charges Transaction Fees for its escrow services as set out in TrustBrig's fee schedule, available on the Platform, or as otherwise specified in the applicable Escrow Agreement. Fees are subject to change with reasonable notice.
7.2 Payment of fees
Transaction Fees are earned upon execution of the Escrow Agreement and are non-refundable except as expressly provided in the applicable Escrow Agreement. The allocation of Transaction Fees between the Initiating Counterparty and Responding Counterparty is as agreed between the Parties and set out in the Escrow Agreement.
7.3 Taxes
You are responsible for all applicable taxes arising from your use of TrustBrig's services. TrustBrig's fees are exclusive of GST/HST and any other applicable taxes, which will be added where required by law.
8. Representations and warranties
Each Party represents and warrants to TrustBrig and to the other Party that:
- It has full legal capacity and authority to enter into the Escrow Agreement and these Terms
- The execution and performance of the Escrow Agreement and these Terms do not violate any applicable law, regulation, or agreement to which it is a party
- It is not subject to any sanctions that would prohibit it from participating in the Transaction
- All information provided to TrustBrig in connection with the KYC process and the Transaction is true, accurate, and complete
- The funds deposited into escrow are from legitimate sources and are not the proceeds of any unlawful activity
9. Limitation of liability
9.1 No warranty
TrustBrig provides its services on an "as is" basis. TrustBrig makes no warranty, express or implied, regarding the Platform or its services, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement.
9.2 Limitation
To the maximum extent permitted by applicable law, TrustBrig's aggregate liability to any User for any claim arising out of or related to these Terms or any Transaction shall not exceed the Transaction Fees paid by that User in connection with the Transaction giving rise to the claim.
9.3 Exclusion of consequential damages
TrustBrig shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to these Terms or any Transaction, including without limitation loss of profits, loss of revenue, or loss of business opportunity, even if TrustBrig has been advised of the possibility of such damages.
9.4 Force majeure
TrustBrig shall not be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by circumstances beyond TrustBrig's reasonable control, including without limitation acts of God, natural disasters, war, civil unrest, government action, or failures of third-party infrastructure.
10. Indemnification
You agree to indemnify, defend, and hold harmless TrustBrig and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform or services; (b) your breach of these Terms or any Escrow Agreement; (c) your violation of any applicable law or regulation; or (d) any dispute between you and another Party to a Transaction.
11. Privacy
TrustBrig collects, uses, and discloses personal information in accordance with its Privacy Policy, available at trustbrig.com/privacy. By using TrustBrig's services, you consent to the collection, use, and disclosure of your personal information as described in the Privacy Policy.
12. Termination and suspension
TrustBrig may suspend or terminate your access to the Platform and services at any time, with or without notice, if TrustBrig reasonably believes that you have violated these Terms, engaged in fraudulent or illegal activity, or pose a risk to other users or to TrustBrig. Termination does not affect TrustBrig's obligations with respect to funds held in escrow at the time of termination, which will be handled in accordance with the applicable Escrow Agreement.
13. Amendments
TrustBrig may amend these Terms at any time by posting updated Terms on the Platform. Continued use of the Platform following notice of amended Terms constitutes acceptance of the amended Terms. Material changes will be communicated to registered users by email at least 30 days before taking effect.
14. Governing law and dispute resolution
14.1 Governing law
These Terms are governed by and construed in accordance with the laws of the Province of [Ontario/Alberta] and the federal laws of Canada applicable therein, without regard to conflict of law principles.
14.2 Dispute resolution
Any dispute arising out of or related to these Terms that cannot be resolved by negotiation shall be submitted to binding arbitration in accordance with the rules of the ADR Institute of Canada. The arbitration shall be conducted in [City], [Province], in the English language. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.
14.3 Injunctive relief
Notwithstanding Section 14.2, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.
15. General provisions
15.1 Entire agreement
These Terms, together with the applicable Escrow Agreement and Privacy Policy, constitute the entire agreement between you and TrustBrig with respect to the subject matter hereof and supersede all prior agreements and understandings.
15.2 Severability
If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
15.3 Waiver
TrustBrig's failure to enforce any provision of these Terms shall not constitute a waiver of its right to enforce that provision in the future.
15.4 Assignment
You may not assign your rights or obligations under these Terms without TrustBrig's prior written consent. TrustBrig may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
15.5 Language
The Parties have requested that these Terms and all related documents be drafted in English. Les parties ont demandé que les présentes conditions et tous les documents connexes soient rédigés en anglais.
16. Contact information
TrustBrig Inc. Email: legal@trustbrig.com Address: [Street Address, City, Province, Postal Code]
These Terms of Service were last updated on [DATE]. This document requires review by qualified legal counsel prior to publication.