Caribbean Banking - Electronic Banking Agreement

1. WHAT THIS AGREEMENT COVERS:

This Electronic Banking Agreement and its annexed Schedules, as amended from time to time (“Agreement"), applies when the Client accesses or uses Electronic Banking Services. It replaces all prior agreements between the Client and a Relevant RBC Company in respect of Electronic Banking Services. It does not replace any other agreement that the Client may have with a Relevant RBC Company (now or in the future) for any other product or service ("Other Agreement") and any Other Agreement will continue to apply to that product or service unless it conflicts with this Agreement, in which case this Agreement will prevail only to the extent of the conflict over any Other Agreement.

The parties to this Agreement are the Relevant RBC Company and the Client.

2. DEFINITIONS:

“Account” means any bank account held with a Relevant RBC Company;

“Activation Code” means the one-time activation code that a Relevant RBC Company may give to the Client;

"Aggregator" means a third party who provides an aggregation service. An aggregation service retrieves, consolidates, organizes and presents aggregation information for the client to view.

"App" means Software that you can download onto a Device in order to access the Electronic Banking Services.

“Authorizing Signature” means any combination of numbers and/or letters designated for the Client’s use, as a means of the Client’s identification and authorization to access and use the Electronic Banking Services and includes the Activation Code, any other relevant access code, password, activation code, password verification questions or user identification;

“Client” means a person who maintains a bank account in a Relevant RBC Company and has applied to access Electronic Banking Services;

“Device” means a personal computer, telephone, cell phone, smart phone, mobile device, wireless device, tablet device or any other electronic device that a Relevant RBC Company may allow a Client to use to access electronic Banking Services;

“Electronic Banking Services” includes the following banking channels: Telephone Banking, Online Banking, Mobile Banking, SMS Banking, and any other alternative channel that a Relevant RBC Company may from time to time offer the Client to enable the Client to access its Account;

“Electronic Payment” means any payment, debit, credit or transfer made using the Electronic Banking Services

“Mobile Banking" means the mobile banking services offered by the Relevant RBC Company

“Mobile Device” means any device that is used to access Mobile Banking or the SMS Service

“Online Banking” means the online banking services offered by the Relevant RBC Company;

“Person” means a male or female individual, corporations whether aggregate or sole, unincorporated bodies and any other entity or organisation that is permitted to have a bank account with a Relevant RBC Company;

“Tellerphone” means the telephone banking services offered by the Relevant RBC Company;

“Relevant RBC Company” means an RBC Company: (i) that is located in the Caribbean region; (ii) that is licensed to conduct banking business in the jurisdiction in which it is located; (iii) with which a Client maintains an Account; and (iv) with which the Client has enrolled to access its Electronic Banking Services;

“RBC Company” means Royal Bank of Canada or any of its foreign branches, subsidiaries and affiliates including RBC branches located throughout the Caribbean region and subsidiaries of RBC Financial (Caribbean) Limited located throughout the Caribbean region;

“SMS Service” means the SMS banking services offered by the Relevant RBC Company;

“Third Party Service Provider” means a party retained by an RBC Company to act on its behalf to provide, or to assist the RBC Company in providing Electronic Banking Services.

3. ACKNOWLEDGEMENT OF RECEIPT OF AND CONSENT TO THIS AGREEMENT:

The Client acknowledges that an electronic or hard copy of this Agreement has been made available to the Client and that the Client has read and understood the terms and conditions of this Agreement before the Client uses Electronic Banking Services or signs any other document acknowledging acceptance of this Agreement. The Client agrees that this Agreement becomes binding on the Client: (i) when the Client first accesses and uses the Electronic Banking Services; (ii) the Client electronically agrees to this Agreement; (iii) the Client signs any other document requiring consent with this Agreement; or (iv) the Client physically signs a hard copy of this Agreement.

4. CHANGES TO THE ELECTRONIC BANKING SERVICE AND THIS AGREEMENT:

4.1 The Client agrees that the Relevant RBC Company may add, remove or change any part or feature of a banking channel which is considered as Electronic Banking Services under this Agreement or introduce new alternative channels without giving the Client any notice. Notwithstanding any such changes, this Agreement will continue to apply to all Electronic Banking Services offered by the Relevant RBC Company. The Client acknowledges that any time the Client accesses and uses any banking channel after an amendment to any part or feature of the banking channel is made by the Relevant RBC Company, the Client accepts and agrees to these changes.

4.2 The Relevant RBC Company may discontinue any banking channel which is considered as Electronic Banking Services under this Agreement without giving the Client personal notice of any such discontinuation. The Relevant RBC Company may, in its sole discretion, give notice of any discontinuation of an electronic banking channel by making market announcements, publishing notices in the Relevant RBC Company’s website, ATM screens, branches or any other method of communication that the Relevant RBC Company desires to utilise.

4.3 The Client agrees that the Relevant RBC Company may amend the terms and conditions of this Agreement by giving the Client prior notice of any such amendments. The Client agrees that any such notice may be in the form of market announcements, notices in the Relevant RBC Company’s website, ATM screens, branches, Online Banking Mail or any other method of communication that the Relevant RBC Company desires to utilise. The Relevant RBC Company will maintain an updated electronic copy of this Agreement which may be viewed by the Client at any time on the Relevant RBC Company’s website. The Client acknowledges that any time the Client uses any of the Electronic Banking Services after an amendment to this Agreement is made by the Relevant RBC Company that the Client accepts and agrees to the changes.

5. RBC COMMUNICATION OR INSTRUCTIONS:

5.1 The Client agrees that the Relevant RBC Company may provide the Client with instructions pertaining to the access and use of Electronic Banking Services, including but not limited to instructions relating to enhanced security features, and the Client shall accept and comply with all such instructions. These instructions may be displayed (i)on website pages in Online Banking or in Mobile Banking; (ii) only when the Client clicks on information icons or links on website pages in Online Banking or in Mobile Banking; or (iii) in any other format that the Relevant RBC Company determines. The Client must access and read these instructions, and by using or accessing an Electronic Banking Service, the Client agrees that these instructions constitute additional terms and conditions that apply to the Client’s access and use of Electronic Banking Services. The Client understands that if it does not fully comply with any RBC instruction that the Relevant RBC Company may discontinue offering to the Client all or any channel of the Electronic Banking Services.

5.2 The Client agrees that the Relevant RBC Company may communicate with the Client electronically, via any of the Electronic Banking Channels.

6. CLIENT COMMUNICATION OR INSTRUCTIONS:

6.1 Any electronic communication or instruction received from a Client will be authenticated and verified by the Relevant RBC Company. Any electronic communication or instruction that a Relevant RBC Company receives from the Client or that is purported to be given by the Client once authenticated, regardless of whether or not it was actually from the Client, will be considered to be duly authorized and binding on the Client and will be enforceable against the Client. The Client agrees that any communication, instruction or contract received or entered into by electronic communication will have the same legal effect as if made in writing and signed by the Client.

6.2 The Client acknowledges that once an instruction is submitted to the Relevant RBC Company and authenticated and verified by the Relevant RBC Company, it is final and the Relevant RBC Company has no obligation to reverse it. The Relevant RBC Company will process any Client instruction to stop a payment (“Stop Payment Order”) in accordance with the annexed Schedule F.

6.3 The Client agrees that electronic copies of communication are valid and will not contest the validity of the originals or copies in the absence of proof of altered data or tampering.

7. ACCESS TO AND USE OF ELECTRONIC BANKING SERVICES:

7.1 The Client may electronically access its Account, obtain Account information, perform transactions and transfer funds using Electronic Banking Services.

7.2 All Electronic Banking Services, other than SMS, may be accessed and used with Authorizing Signature. SMS is activated via an Activation Code issued by the Relevant RBC Company.

7.3 If the Client accesses its Account by speaking to a telephone banking officer, the Relevant RBC Company may record the Client’s telephone conversation and the Client consents to such recording. The Relevant RBC Company will let the Client know that the telephone call is being recorded for quality control reasons and both parties mutual protection and the Client’s consent will be implied once the Client does not terminate the call and proceeds with the Electronic Banking Service transaction.

7.4 The Client agrees that it will not access or use the Electronic Banking Services for illegal, fraudulent or defamatory purposes or take any steps which could undermine the security or integrity of any Electronic Banking Service, or cause harm to or threaten to harm any other user of Electronic Banking Services.

8. ACCOUNT INFORMATION:

Any balance shown through any Electronic Banking Service, if not otherwise specified, will reflect the available balance based on the debits and credits that the Relevant RBC Company processed on the Client’s Account at the time of the enquiry. The Client acknowledges that the available balance shown may not be the actual available balance on the Client’s Account. Differences in the available balance may be caused by deposits still subject to verification by the Relevant RBC Company, outstanding cheques not yet posted to the Client’s Account or other withdrawals, payments, holds, or charges.

9. AUTHORIZATION:

9.1 The Client agrees that by using its Authorizing Signature to conduct a transaction the Client authorizes the Relevant RBC Company to debit or credit the Client’s Account, as the case may be, for the amount of the transaction at the time the transaction is carried out using the Electronic Banking Service. The Client also authorizes the Relevant RBC Company to debit the Client’s Account with any service fees applicable to the transaction carried out.

9.2 The Client must only instruct the Relevant RBC Company to make withdrawals, including Electronic Payments, from the Client’s Account if the Account has or will have a sufficient balance or approved overdraft limit to permit the withdrawal. The Relevant RBC Company will not act on any withdrawal or Electronic Payment instruction if the Client’s Account does not have sufficient funds, including any approved overdraft limit.

9.3 The Client represents, warrants, covenants, and agrees that Electronic Banking Services and any security devices issued by the Relevant RBC Company will only be used by Persons properly authorized on the Client’s behalf for such purpose. The Client represents, warrants, covenants, and agrees that each such Person: (i) has the power and authority to exercise all rights, powers, and authorities in connection with this Agreement and all or any channels of Electronic Banking Services, including to incur liabilities and obligations and otherwise conduct and transact any business whatsoever on the Client’s behalf, and to delegate any of these rights, powers, and authorities to any other Person; (ii) may be provided security devices and other service materials; and (iii) will comply with this Agreement and any other instructions or document relating to the Services.

9.4 The Client further confirms that each Person who exercises or delegates any rights, powers, or authorities for the Electronic Banking Services through an electronic channel is authorized to do so, including acting alone. The Client will provide the Relevant RBC Company with prior written notice of any change in Persons who are authorised to act on behalf of the Client. The change will only be effective once it is implemented within a reasonable time frame by the Relevant RBC Company. The Relevant RBC Company may, in its discretion, with or without prior notice, accept, reject, or terminate any Person’s use of Electronic Banking Services at any time.

10. VERIFICATION AND RECORDS:

10.1 All transactions carried out using Electronic Banking Services are subject to verification and acceptance by the Relevant RBC Company. This may take place on a date later than the date the Client uses the Electronic Banking Service and will affect when transactions become effective.

10.2 The Relevant RBC Company’s records of transactions on the Client’s Account completed through an Electronic Banking Service and the Relevant RBC Company’s determination of the details of that transaction will be considered correct and binding on the Client, unless the Client informs the Relevant RBC Company in writing of any mistakes. The Client must inform the Relevant RBC Company of any mistakes within 15 days of the date of a disputed transaction or, such longer time period as may be required by an agreement between the Client and the Relevant RBC Company for the operation of the account to which the mistake relates.

10.3 An electronic transaction record may be issued to help the Client with its account record-keeping. If the Client does not agree with the particulars shown on a record, the Relevant RBC Company will review its records to settle the disagreement. The Client agrees that the Bank may charge a fee for paper statements and transaction records.

11. FOREIGN CURRENCY TRANSACTIONS:

Any transaction of any Electronic Banking Service negotiated in a foreign currency will be converted at the exchange rate determined by the Relevant RBC Company on the day the transaction is posted to the Client’s Account.

12. TRANSACTION LIMITS:

The Relevant RBC Company may from time to time set or change limits for transactions that may be carried out by the Client through Electronic Banking Services. Notification of changes will be in accordance with regulatory requirements of the country in which the Account is maintained. These limits, whether daily, weekly, per transaction or otherwise, may vary from country to country and will be made available in the Client’s branch or at the Relevant RBC Company’s website or otherwise.

13. SERVICE CHARGES:

13.1 When the Client uses any Electronic Banking Service the Client agrees to pay the Relevant RBC Company’s service charges, including any service fee that may be imposed by a third party. If the Client does not have sufficient funds in its Account to cover the service charges and fees, they may be charged to any other Account the Client has with the Relevant RBC Company, or the Client’s Account may be overdrawn.

13.2 The Relevant RBC Company may change its service charges periodically. Notification of changes will be in accordance with legal or regulatory requirements of the country in which the Account is maintained.

14. AUTHORIZING SIGNATURE SECURITY AND CONFIDENTIALITY:

14.1 Protecting the security of the Client’s Authorizing Signature is important. The Client agrees to keep the Client’s Authorizing Signature confidential at all times. The Client is required to select an Authorizing Signature which cannot be easily guessed. Authorizing Signature combination selected from the Client’s name, date of birth, telephone numbers or address, sequential numbers, or personal identification number (PIN) that the Client uses with the Client’s debit card or credit card or the Client’s self-selected username can be easily guessed and must not be used. No one but the Client is permitted to know or use the Client’s Authorizing Signature. If someone obtains the Client’s Authorizing Signature enabling them to access the Client’s Account, the Client may be liable for their use of the Client’s Authorizing Signature and any transactions on the Client’s Account.

14.2 The Client is responsible for taking reasonable precautions to keep the Client’s Authorizing Signature safe. These include:

  • Never reveal the Client’s Authorizing Signature to anyone, including financial institution employees, law enforcement agencies or even close family members or friends;
  • If the Client suspects that someone knows the Client’s Authorizing Signature, immediately change it at the Client’s branch or call the RBC Relevant Company and the RBC Relevant Company will reset the Client’s Authorizing Signature;
  • Regularly check the Client’s Account statements and balances to verify all transactions have been properly recorded. If entries do not accurately reflect the Client’s transaction activities, such as missing or additional transactions, the Client should visit the Client’s branch or contact the RBC Relevant Company immediately;
  • Do not keep any written records of the Client’s Authorizing Signature; and
  • Take all reasonable precautions to ensure that no one discovers the Client’s Authorizing Signature while keying it in or logging into an Electronic Banking Service.

14.3 The Client may choose to share the Client’s Password with an Aggregator. If the Client shares the Client’s Password with an Aggregator, the Client understands that (i) the Relevant RBC Company will not help the Aggregator in any way and the Relevant RBC Company will not be responsible for the information retrieved by the Aggregator; (ii) the Relevant RBC Company will not be responsible to the Client for any losses that may result from the Client sharing the Client’s Password or using the Aggregator’s service; (iii) the Client is responsible for reviewing the security and privacy standards and the terms of use of the Aggregator and to determine what the Client’s liability will be in connection with the Aggregator’s service; (iv) the Client will change the Client’s Password immediately when the Client ends their relationship with the Aggregator; and (v) the RBC Relevant Company has the right to prevent Aggregators from accessing your Accounts.

15. OBLIGATIONS OF THE CLIENT:

The Client represents and agrees to the following by enrolling for Electronic Banking Services and by using any of the Services:

15.1 The Client is the legal owner of the Accounts and other financial information which may be accessed via use of Electronic Banking Services;

15.2 Information provided by the Client is accurate, current and complete, and the Client has the right to provide such information to the Relevant RBC Company for the purpose of using the Electronic Banking Services. The Client agrees not to misrepresent the Client’s identity or the Client’s account information. The Client agrees to keep the Client’s account information up to date and accurate. The Client represents that the Client is an authorized user of the Device the Client will use to access Electronic Banking Services;

15.3 The Client agrees to take every precaution to ensure the safety, security and integrity of the Client’s account and transactions when using the Electronic Banking Services. The Client agrees not to leave the Client’s Device unattended while logged into any of the Electronic Banking Services and to log off immediately at the completion of each access by The Client.

15.4 The Client agrees not to use the Electronic Banking Services or the content or information delivered through Electronic Banking Services in any way that would: (a) infringe any third-party copyright, patent, trademark, trade secret or other proprietary rights or rights of privacy, including any rights in the Software; (b) be fraudulent or involve the sale of counterfeit or stolen items, including, but not limited to, use of the Electronic Banking Services to impersonate another person or entity; (c) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (d) be false, misleading or inaccurate; (e) create liability for any RBC Company or service providers, or cause any RBC Company to lose (in whole or in part) the services of any of its service providers; (f) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (g) potentially be perceived as illegal, offensive or objectionable; (h) interfere with or disrupt computer networks connected to Electronic Banking Services; (i) interfere with or disrupt the use of Electronic Banking Services by any other user; or (j) use Electronic Banking Services in such a manner as to gain unauthorized entry or access to the computer systems of others;

15.5 The Client agrees that the Electronic Banking Service is only for the personal or business use of individuals authorized to access the Client’s account information. The Client agrees not to make any commercial use of Electronic Banking Services or resell, lease, rent or distribute access to Electronic Banking Services;

15.6 There are sections on the Relevant RBC Company’s websites about how the Client can make Electronic Banking Services more secure and about how the Relevant RBC Company makes Electronic Banking Services more secure. The Client agrees to read these sections regularly;

15.7 The Client agrees to use reasonable steps and precautions to protect the Client’s Electronic Access Device against loss or theft;

15.8 The Client agrees to implement and maintain reasonable security measures which include up-to-date virus scanning software and a firewall system, if such security measures are available for the Client’s Electronic Access Device;

15.9 The Client agrees to notify the Relevant RBC Company immediately, verbally and in writing, if any security device or service material provided by the Relevant RBC Company is lost or stolen or any unusual, suspicious or fraudulent activity in an Account or other unauthorized use relating to Electronic Banking Services, including if: (i) any unauthorized Person has had, or may have, access to any of the Client’s Electronic Banking Services, security device, other service materials or document; or (ii) any of the Client’s Electronic Banking Services, security device, other service materials or document has been, or may be, used in a manner contrary to this Agreement.

16. PRIVACY:

Safeguarding clients’ privacy and confidentiality is of paramount importance to RBC Companies and the Online Banking Privacy Policy describes all of the efforts of RBC Companies to ensure that clients’ money and personal data are secure and that all transactions remain confidential. The Client understands that while the Relevant RBC Company will use its best endeavours to ensure that all information transmitted or received using the Electronic Banking Services is secure and cannot be accessed by unauthorised third parties, the Relevant RBC Company does not warrant the security of any information transmitted by the Client using the Electronic Banking Services. Accordingly, the Client agrees to accept the risk that any information transmitted or received using the Electronic Banking Services may be accessed by unauthorised third parties and the Client agrees not to hold the Relevant RBC Company liable for any such unauthorised access or any loss or damage suffered as a result. The Client may obtain more information about the Relevant RBC Company’s privacy policies by contacting the Client’s branch or by visiting the Relevant RBC Company’s website.

17. COLLECTION AND USE OF CLIENT INFORMATION:

17.1 Collecting the Client’s information

The Client agrees that the Relevant RBC Company may from time to time collect financial and other information about the Client such as:

  • information establishing the Client’s identity (for example, name, address, phone number, date of birth, etc.), type of business (if any) and the Client’s personal background;
  • information related to transactions arising from the Client’s relationship with and through RBC Companies and from other financial institutions;
  • information the Client provides on an application for any of RBC Companies’ products and services;
  • information for the provision of products and services;
  • information about financial behaviour such as the Client’s payment history and credit worthiness;
  • information related to the Client’s usage of the Electronic Banking Services; and
  • information required by regulatory bodies and legislative provisions.

The Relevant RBC Company may collect and confirm this information during the course of the parties’ relationship. The Relevant RBC Company may obtain this information from a variety of sources, wherever located, including from the Client, other RBC Companies, service providers, credit reporting agencies, financial institutions (including correspondent banks), registries, references the Client provides to RBC Companies and from other sources as the Relevant RBC Company deems necessary.

17.2 Using Client information

Client information collected under section 17.1 may be used for the following purposes:

  • to verify the Client’s identity and investigate the Client’s personal background;
  • to open and operate the Client’s Account(s) and provide the Client with products and services the Client may request; to better understand the Client’s financial situation;
  • to determine the Client’s eligibility for products and services that RBC Companies offer;
  • to help the Relevant RBC Company better understand the current and future needs of our clients;
  • to communicate to the Client any benefit, feature and other information about products and services the Client has with the Relevant RBC Company;
  • to protect the Client’s interests where, in the Relevant RBC Company’s sole discretion, the Relevant RBC Company deem necessary or desirable;to help the Relevant RBC Company better manage its business and the Client’s relationship with the Relevant RBC Company;
  • to maintain the accuracy and integrity of information held by a credit reporting agency;
  • to improve the efficiency of the Electronic Banking Services;
  • as required or permitted by law;
  • to manage the risks and operations of the Relevant RBC Company and other RBC Companies; and
  • to comply with valid requests for information about the Client from regulators, government agencies, public bodies or other entities who have a right to issue such requests.

For these purposes, the Relevant RBC Company may:

  • make this information available to the Relevant RBC Company’s employees, agents and service providers and other RBC Companies, who are required to maintain the confidentiality of this information;
  • share this information with other financial institutions (including correspondent banks) or persons with whom the Client has or may have financial and other business dealings, wherever located;
  • give credit, financial and other related information to credit reporting agencies who may share it with others;
  • upon the Client’s request, the Relevant RBC Company may give this information to other persons;
  • if the Relevant RBC Company has the Client’s relevant tax number, the Relevant RBC Company may use it for tax related purposes if the Client holds a product generating income and share it with the appropriate government agencies, and the Relevant RBC Company may also share it with credit reporting agencies as an aid to identify the Client; and
  • share this information with regulatory bodies and public authorities.

17.3 Other uses of the Client’s information

  • The Relevant RBC Company may use the Client’s information to promote its products and services, and promote products and services of third parties that the Relevant RBC Company selects, which may be of interest to the Client. The Relevant RBC Company may communicate with the Client through various channels, including telephone, computer or mail, using the contact information the Client provided.
  • The Relevant RBC Company may also, where not prohibited by law, share this information with RBC Companies for the purpose of referring the Client to them or promoting to the Client products and services which may be of interest to the Client. The Relevant RBC Company and RBC Companies may communicate with the Client through various channels, including telephone, computer or mail, using the contact information the Client have provided.
  • If the Client also deals with other RBC Companies, the Relevant RBC Company may, where not prohibited by law, consolidate this information with information that the Relevant RBC Company has about the Client to allow the Relevant RBC Company and other RBC Companies to manage the Client’s relationship with RBC Companies and its business.

The Client understands that the Relevant RBC Company and RBC Companies are separate, affiliated corporations. RBC Companies include parent companies, affiliates and subsidiaries, which are engaged in the business of providing any one or more of the following services to the public: deposits, loans and other personal financial services; credit, charge and payment card services; trust and custodial services; securities and brokerage services; and insurance services.

17.4 The Client’s right to access its information

The Client may obtain access to the information the Relevant RBC Company holds about the Client at any time and review its content and accuracy, and have it amended as appropriate. However, access may be restricted as permitted or required by law. To request access to such information or to ask questions about the Relevant RBC Company’s privacy policies, the Client may contact the Client’s branch.

18. THIRD PARTIES:

The Client understands and agrees that

(a) the Relevant RBC Company may use Third Party Service Providers to provide or to help the Relevant RBC Company provide Electronic Banking Services;

(b) other than RBC Companies’ subsidiaries or affiliates, the Relevant RBC Company does not sponsor or endorse and is not affiliated or associated with any third party; and

(c) there may be links from the Electronic Banking Services to third party websites and online services and once the Client activate these links the Client leaves the Electronic Banking Services offered by the Relevant RBC Company.

19. LIABILITIES:

This section governs the liability of the Relevant RBC Company for Unauthorized Transactions (as defined below) relating to Electronic Banking Services:

19.1 Subject to the other provisions of this Agreement, the Relevant RBC Company will reimburse the Client for monetary losses to the Client’s Account relating directly from the following unauthorized transactions on the Client’s Account using Electronic Banking Services (collectively, “Unauthorized Transactions”):

i. transactions that occur after the Client provides to the Relevant RBC Company any immediate notifications as required under section 15.9;

ii. transactions where it can be shown that the Client has been a victim of fraud, theft or has been coerced by trickery, force or intimidation, so long as the Client immediately reports the incident to the Relevant RBC Company and fully cooperates and assists the Relevant RBC Company in any investigation;

iii. transactions resulting from negligent conduct by the Relevant RBC Company, its employees or Third Party Service Providers; and

19.2 A transaction is not an Unauthorized Transaction if the Client engages in any of the actions listed in section 19.3 below. In addition, in no event, even if the Relevant RBC Company is negligent, will the Relevant RBC Company be liable for any loss of data, or any indirect, consequential, special, aggravated, punitive or exemplary damages whatsoever, in whole or in part, (including any business interruption, loss of profits, data, information, opportunity, revenues, goodwill or any other commercial or economic loss), caused to the Client, regardless of the cause of action, even if the Relevant RBC Company has been advised of the possibility of such damages.

19.3 The Relevant RBC Company will not be responsible for and will not reimburse the Client for losses to the Client’s Account if:

i. the Client does not comply with the notification requirements of section 15.9 or with any instructions provided by the Relevant RBC Company to the Client in respect of Electronic Banking Services;

ii. the Client engages (either alone or with others) in any fraudulent, criminal or dishonest acts related to Electronic Banking Services;

iii. the Client accesses Electronic Banking Services via an electronic access device that the Client knows or reasonably ought to know contains software that has the ability to reveal to anyone, or to otherwise compromise, any of the Client’s Passwords, Personal Verification Questions or any other element of the Client’s Authorizing Signature;

iv. the Client carries out a transaction, including if the transaction is a result of any mistake, error, omission, inaccuracy or other inadequacy of, or contained in, any data or information, that the Client furnishes to the Relevant RBC Company;

v. the Client shares its Passwords or Personal Verification Questions or any other element of the Client’s Authorizing Signature with any other Person; or

vi. the Client consents to, contributes to or authorizes a transaction in any way.

19.4 The Relevant RBC Company will not be liable to the Client:

i. for any delay, injury, loss, damage or inconvenience that the Client may incur or suffer resulting from any operational failure, error, malfunction or technical problem of the RBC Company’s system or equipment (or use thereof) or from providing or failing to provide any Electronic Banking Service;

ii. for the acts or omissions of any third party including but not limited to telecommunications providers;

iii. for any failure or delay by the Relevant RBC Company in processing any Electronic Banking Service transaction which results from any interruption of the Relevant RBC Company’s business due to equipment failure or malfunction, energy shortage, fire, flood, civil commotion, acts of terrorism, labour difficulties, (including strike, boycott or slowdown), adverse weather conditions or any other circumstance or event outside of the Relevant RBC Company’s control;

iv. under any circumstances for mistakes, errors, omissions, inaccuracies or other inadequacies of, or contained in (i) any data or information (including Log-In Information) given by the Client to the Relevant RBC Company or to any Third Party Service Provider (including the Client’s failure to update); (ii) any data or information given by any third party; or

v. under any circumstances for the Client’s leaving the Relevant RBC Company’s website or Apps and linking to and from or using any third party’s website or Apps.

20. INDEMNIFICATION:

Except to the extent caused directly by the Relevant RBC Company’s negligence, fraud or wilful misconduct, the Client agrees to indemnify and hold harmless the Relevant RBC Company against any claim, cost or liability incurred by the Relevant RBC Company in connection with or arising out of the Client’s use of any Electronic Banking Services or any other dealing between the Relevant RBC Company and the Client, including all and losses arising out of, or incidental to, the use, including all unauthorized use, of Electronic Banking Services and any security device or service material by the Client’s authorised Persons mentioned in sections 9.3 and 9.4 of this Agreement.

21. INTELLECTUAL PROPERTY:

RBC Companies are the owner of all intellectual property rights subsisting on each website page in Online Banking and Mobile Banking, the Mobile Banking screens made available through RBC Companies’ Apps, and all other Electronic Banking Services intellectual property. Unless otherwise indicated, trademarks and logos, and all works, including texts, images, illustrations, software, HTML codes, audio clips and videos appearing on our Services are RBC Companies’ property and without the express written permission of an appropriate RBC Company, may not be reproduced, republished, downloaded, posted, transmitted, distributed or modified, in whole or in part, in any form whatsoever, except for personal and non-commercial use, including viewing, printing or archiving of electronic copies of the Client’s Online Banking activities, in accordance with the terms of this Agreement and as the Relevant RBC Company may further instruct the Client. Nothing in this Agreement is to be interpreted as conferring a right to use RBC Companies’ works, trademarks or logos in any other way.

22. SUSPENSION/TERMINATION:

The Relevant RBC Company can terminate (either all or part of) this Agreement or suspend or terminate the Client’s access to any of the Electronic Banking Services immediately for any reason whatsoever at any time without prior notice. The Relevant RBC Company will not be responsible for any loss or inconvenience that may result from such suspension or termination. The Client may terminate access to any of the Electronic Banking Services and the applicable provisions of this Agreement, by giving fourteen (14) days prior written notice to the Client’s branch and this Agreement will not apply with respect to the particular channel of Electronic Banking Services so cancelled.

23. SETTLING DISPUTES:

The Relevant RBC Company will attempt to amicably settle any dispute or difference arising out of this Agreement with the Client. If the Relevant RBC Company cannot arrive at an amicable resolution within a reasonable period of time as determined by the Relevant RBC Company, in its sole discretion, the Relevant RBC Company may initiate legal proceedings.

24. SEVERABILITY:

If any one or more of the provisions of this Agreement is for any reason deemed void, invalid, illegal or unenforceable, the remaining provisions will remain valid and in force.

25. NO WAIVER:

The Client understands and agrees that no delay or failure on the Relevant RBC Company’s part to exercise any right, remedy, power or privilege available under the Agreement will affect or preclude the Relevant RBC Company’s future exercise of that right, remedy, power or privilege.

26. JOINT AND SEVERAL LIABILITY:

Where the Electronic Banking Services are linked to a joint account, all joint account holders are jointly and severally liable under the provisions of this Agreement.

27. SUCCESSION AND ASSIGNMENT:

This Agreement contains the Client’s continuing consent and agreement which will extend to and be binding upon the Client’s heirs, executors, administrators, successors and assigns as permitted herein and will continue to the benefit of the Relevant RBC Company and its successors and assigns. The Client is not entitled to transfer or assign all or any of the Client’s rights, benefits or obligations under this Agreement without the Relevant RBC Company’s prior written consent. The Relevant RBC Company may at any time without the Client’s prior approval or consent, transfer or assign all or any of the Client’s rights, benefits or obligations under this Agreement to another RBC Company or any other person. The Client consents to disclosure by the Relevant RBC Company to potential or actual transferees or assignees of the Client’s confidential information (including any such information provided by the Client to the Relevant RBC Company’s).

28. NOTICES:

Any instructions to the Relevant RBC Company may be given by the Client in person at the Client’s branch or delivered to the Client’s branch in writing. The Relevant RBC Company, in its sole discretion, may also accept instructions through the post, when received at the relevant branch, by e-mail, facsimile or telephone (electronic instructions).

The Relevant RBC Company will use the address and any other contact details provided by the Client for the account(s) records to contact or provide notice to the Client. The Client agrees to advise the Relevant RBC Company of any changes to these details as soon as possible. The Relevant RBC Company may contact the Client by means, including without limitation, post, computer, Internet, networks, telephone, mobile phones, smart phones, S.W.I.F.T. (Society of Worldwide Interbank Financial Telecommunication), electronic message, facsimile, bank wire or other method of telecommunication or electronic transmission.

Any notice from the Client will be deemed to have been delivered when received by the Relevant RBC Company. Any notice from the Relevant RBC Company to the Client will be deemed to have been received by the Client two (2) days after the notice was first posted on our automated teller machine screens or on our public internet sites or after being mailed to the Client.

29. RECEIPT OF PROCESS:

Should the Relevant RBC Company receive any summons, order, directive, injunction, execution, restraint, levy, lien, notice or other process (hereinafter called “Process”) which in the Relevant RBC Company’s opinion affects the Client’s Account, the Relevant RBC Company may comply with the terms of such Process without first giving notice thereof to the Client and without questioning the correctness or legitimacy of such Process. The Relevant RBC Company may also at its option and without liability thereon refuse to honour or pay orders to withdraw or transfer sums from the Client’s Account and either hold the balance therein until the Process is disposed of to the Relevant RBC Company’s satisfaction.

30. GOVERNING LAW:

This Agreement is governed by the laws of the jurisdiction in which the Client’s Account with the Relevant RBC Company is located.


SCHEDULE A: BUSINESS CLIENTS

The following terms and conditions also apply to Business Clients:

  1. For the sole purpose of access to Electronic Banking Services, this Agreement supersedes any other agreement with a Relevant RBC Company which identifies any signing authorities/officers of the Client and any of the Client’s Resolution of Directors regarding Bank Accounts Form and the Application for Business Deposit Account Form. For all other purposes, the Resolution of Directors regarding Bank Accounts Form and the Application for Business Deposit Account Form shall continue to apply.
  2. The Client shall designate one or more persons (“the Authorized Persons”), each of whom shall be individually authorized by the Client in writing to:
  3. (i) Receive information from the Relevant RBC Company concerning the operation of Electronic Banking Services, including without limitation any Authorizing Signature initially provided to the Client by the Relevant RBC Company;

    (ii) Give written or oral instructions to the Relevant RBC Company or otherwise inform the Relevant RBC Company of any action or request for action by the Client with respect to Electronic Banking Services, including without limitation the selection or deletion of any of the channels or features of a channel; or

    (iii) Give any notice or execute any document which such Authorized Person may consider necessary or convenient in connection with this Agreement.

  4. The Authorized Persons initially designated by the Client are referred to in the “Corporate and Commercial Access Control Document” including all specifications per authorized person.

The Client shall be solely responsible for compliance by each of its Authorized Persons and each of its directors, officers, employees, servants and agents with the terms and conditions of this Agreement, any and all appropriate security measures necessary to protect the Client’s confidential access to Electronic Banking Services.

SCHEDULE B: SMS AND MOBILE BANKING SERVICES

The following terms and conditions also apply to SMS and Mobile Banking Services:

  1. SMS Services are only accessible from the mobile phone registered by the Client when the Client applies for these services.
  2. The Client is responsible for payment of all airtime and other charges levied by the Client’s telecommunications provider in relation to the Mobile Banking and SMS Services in accordance with their terms and conditions.
  3. The Client must immediately notify the Relevant RBC Company in the event of the loss or theft of the Client’s mobile device or SIM card or a change or disconnection of the mobile number linked to the SMS Services or Mobile Banking;
  4. The Relevant RBC Company will not be liable to the Client for any loss or damage or for any disclosure of information arising from this use of the SMS Services or Mobile Banking where the Client has failed to notify the Relevant RBC Company of a lost or stolen mobile phone, change in mobile number or a change in telecommunications provider which may result in a third party receiving the Client’s alert/information.

SCHEDULE C: SOFTWARE

The following terms apply if the Client downloads Software published by RBC Companies:

1.1 The Relevant RBC Company grants the Client a non-exclusive and non-transferable license for the Software for the Client’s use only. The license authorizes the Client to use the Software in object code format for the purpose of using Mobile Banking and/or accessing any services, features, functionality, content and/or information made available by us using certain Electronic Access Devices.

1.2 The Relevant RBC Company retains at all times all ownership rights, including without limitation, copyright, in the Software. The Client agrees not to copy, reproduce, transfer copies or reverse engineer the Software and not to disclose or distribute the Software to third parties. The Relevant RBC Company has no obligation to provide any training, maintenance, or other assistance for the Software.

1.3 The Client accepts the Software "as is" and assumes the entire risk for the performance of the Software. The Relevant RBC Company will not be liable to the Client for any damages resulting from the Client’s use of the Software, under this Agreement or otherwise.

1.4 The Relevant RBC Company may end the terms relating to any Software at any time on notice to the Client. On the ending of these terms, the Client will destroy or return all copies of the Software or of any documentation for it then in the Client’s possession. The grant of the license in this Agreement may not be assigned by the Client unless agreed upon in writing by us.

1.5 By choosing to install Software such as our Apps on the Client’s Electronic Access Device for the purpose of accessing certain mobile services such as Mobile Banking: (i) The Client consents to the installation of Software and any future updates or upgrades to the Software (The Client may withdraw the Client’s consent by deleting the Software from the Client’s Electronic Access Device); and (ii) The Client consents to and provides written acknowledgement of Software functions including accessing the Client’s physical location for Find Us.

2. The Relevant RBC Company may use Third Party Service Providers to assist in providing Software. In such cases:

2.1 The Client accepts the software “as is” and assumes the entire risk for the performance of the Software. Third Party service provider will not be liable to the Client for any damages resulting from the Client’s use of the software, under this Agreement or otherwise.

2.2 In no event will Third Party Service Provider be liable for any loss of data, or any incidental, indirect, consequential, special, aggravated, punitive, exemplary or similar damages whatsoever, in whole or in part, (including any business interruption, loss of profits, data, information, opportunity, revenues, goodwill or any other commercial or economic loss), caused to the Client, regardless of the cause of action, even if the Third Party Service Provider has been advised of the possibility of such damages.

2.3 In no event will the Third Party Service Provider’s liability to the Client for all damages exceed the amount of fees paid, if any.

SCHEDULE D: ALERTS

The following terms and conditions also apply to any alerts chosen by the Client:

1. If the Client requests Alerts, the Relevant RBC Company will send Alerts in the selected manner, for example, via email, text message or push notification to the Client’s Electronic Access Device. If the Client is enrolled in Alerts, have downloaded the version of an App that supports push notifications and have enabled notifications through settings in the Client’s Electronic Access Device, then the Client understands and agrees that the Client may automatically receive push notifications. Alerts will also be made available in the Client’s Alert Centre and inbox in the Apps, if applicable. Alerts are unsecure and not encrypted and can be read by others if the Client allows them to access the Client’s email account or to view the Client’s Electronic Access Device. Although the Relevant RBC Company will partially mask the Client’s card and account numbers, information such as an account balance may be included in an Alert. The Relevant RBC Company does not charge for Alerts, but standard message and data rates may be charged by the Client’s mobile carrier. The Relevant RBC Company provides Alerts for convenience and information purposes only.

SCHEDULE E: ELECTRONIC PAYMENTS

The following terms and conditions also apply to electronic payments:

  1. The Client is responsible for the accuracy of its Electronic Payment instructions, including but not limited to account numbers, email addresses, payee names and payment amounts. Some types of Electronic Payment instructions once sent are final and irrevocable, so that funds sent in error cannot be retrieved. It is the Client’s responsibility to ensure that account numbers, email addresses, payee names (including personal payee information in the Client’s profile), and the Client’s personal information registered on the Relevant RBC Company’s system, is accurate at all times. The Relevant RBC Company may update the Client’s profile, including the Client’s payee account numbers and payees’ names, if informed of a change by that third party or if deemed necessary by the Relevant RBC Company.
  2. The Relevant RBC Company will not process postdated Electronic Payments if the Client has insufficient funds. If the account number on the Client’s postdated payment and the account number registered on the Client’s profile at the time of processing the payment do not match or if there has been a change in status of the Client’s card, the payee, or the Client’s profile.
  3. The Client recognizes that different service providers have different payment requirements and that the Client is responsible for knowing the payment requirements of the third party service provider. The Relevant RBC Company may reject, cancel or return an Electronic Payment to the Client that does not meet these requirements.
  4. The Client acknowledges that different service providers may not treat payments as being received as of the date the instructions are given or, in the case of post-dated payments, on the later date. The Relevant RBC Company will not be responsible for any losses resulting from problems or disputes such as a third party not crediting the Client for a payment for any reason (even if that third party is no longer included on the Client’s payee list), charging the Client late fees or interest penalties, not supplying goods or services purchased or supplying goods or services that are not suitable. The Client agrees to settle any dispute directly with that third party.
  5. The Relevant RBC Company may without notice decline or refuse to act on an instruction given or purported to be given by the Client, including if the Relevant RBC Company believes that the Client or the recipient of any Payment is engaging in fraudulent, unlawful or improper activity, or that an error or mistake has occurred.
  6. The Client understands and agrees that in respect of SWIFT WIRES, the Relevant RBC Company may make the remittance through such agents and correspondents as the Relevant RBC Company deems appropriate and that if the transfer cannot be effected, the Relevant RBC Company will refund to the Client the local currency equivalent of the amount which was to be transferred, at the rate applicable to purchases of the particular currency involved at the time of the refund. In addition, neither the Relevant RBC Company nor its agents and the correspondents will be held liable for delays in effecting this transfer which are caused by circumstances beyond their control.

 

SCHEDULE F: STOP PAYMENT ORDERS

  1. A Client may issue a Stop Payment Order to the Relevant RBC Company using Online Banking or any other electronic channel in which Stop Payment Orders may be issued.
  2. A Stop Payment Order must be received by the Relevant RBC Company at such time and in such a manner that the Relevant RBC Company has a reasonable opportunity to act on it.
  3. Stop Payment Orders must be received by the Relevant RBC Company at the cutoff hour established by the Relevant RBC Company for receipt of such requests, if any.
  4. Stop Payment orders received after regular banking hours on Monday through Friday or received on Saturdays, Sundays, public holidays, or the Bank’s established cutoff times will be considered as received and will be processed at the opening of business on the next banking day, provided that there is still an opportunity for the Relevant RBC Bank to act on the Stop Payment Order.
  5. The Client understands and agrees that stopping payment on a cheque does not relieve the Client or any other signer of such cheque from liability on the cheque to a person who has taken such cheque for value, in good faith and without notice of any defense or claim that the Client or any other signer of the cheque may have on the cheque. If more than one signer is required on such cheque, the Relevant RBC Company is authorized to accept any Stop Payment Order from any of such signers.
  6. The Client agrees to pay the stop payment fees identified in the Relevant RBC Company’s current fee schedule, as amended from time to time, and authorize the Relevant RBC Company to deduct any such fees from any account the Client maintains with the Relevant RBC Company.
  7. The Client understands the need for absolute accuracy in describing the cheque or any other transaction upon which a stop payment is being requested. If any information describing the cheque or any other transaction is not accurate, the Relevant RBC Company may not be able to initiate the Stop Payment Order. The Relevant RBC Company shall not be liable for failing to stop payment on a cheque or any other transaction or for stopping payment on the wrong cheque or any other transaction if the information provided by the Client in the Stop Order Payment is not completely and accurately described.
  8. The Client agrees to indemnify and hold harmless the Relevant RBC Company against any loss, cost, claim, expense, damage or liability (including reasonable attorneys' fees) the Relevant RBC Company may sustain for stopping payment in accordance with any Stop Payment Order given by the Client.
  9. The Client agrees to notify the Relevant RBC Company promptly of the issuance, cheque number and date of a duplicate cheque or the return of the original cheque.
  10. The Client agrees that the Relevant RBC Company is not bound by a Stop Payment Order after six (6) months from the date of such Stop Payment Order unless the Client renews the Stop Payment Order for an additional period of six (6) months.
  11. The Client agrees to notify the Relevant RBC Company if it wishes to release the Stop Payment Order.