Acceptance of The Portal Terms and Conditions of Use

Please read this document carefully and in its entirety.  These terms and conditions constitute a legal agreement entered into between you (as the Entity, as defined below) and the Royal Canadian Mint (the “RCM”).  The RCM operates and maintains this portal for the purpose of facilitating the exchange of communications, notifications, information and instructions connected to the day-to-day business activities contemplated under the applicable Enabling Agreement (the “Portal”).  The following terms and conditions, together with any other documents specified, or referred to, in these terms and conditions, govern your access to and use of the Portal and everything contained within it, including, without limitation, any actions, content, functionality and services offered on or through the Portal in connection with the applicable Enabling Agreement (the “Terms and Conditions”).  The RCM permits authorized individuals designated by you and acting on your behalf (the “Users”) to access and use this Portal to conduct the day-to-day business activities contemplated under the applicable Enabling Agreement, subject to compliance with these Terms and Conditions.

As each User is accessing or using the Portal on your behalf as the Entity: (a) any reference to "you" or “your” or “you’re” or “yourself” throughout these Terms and Conditions shall mean the Entity (as defined below); (b) you represent and warrant that the User is your authorized representative with the legal authority to bind you to these Terms and Conditions, and that the User’s agreement to these Terms and Conditions are on your behalf such that the User’s acceptance of these Terms and Conditions is deemed to be acceptance by you; (c) access and use of the Portal by a User shall be deemed to be access and use of the Portal by you; (d) any communications, notifications, and information received by a User from the RCM through the Portal is deemed to be received by you; (e) any communications, notifications, information, and instructions received by the RCM from a User through the Portal is deemed to have been sent by you; and (f) you are legally responsible for any acts and/or omissions connected to or arising from your Users’ use of the Portal, as if you performed those acts and/or omissions yourself. 

BY CLICKING TO “ACCEPT THE TERMS”, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND CONDITIONS.

These Terms and Conditions do not amend or modify any terms and conditions in the applicable Enabling Agreement. 

Additional Definitions 

• “Business Day” means any Monday to Friday inclusively, excluding holidays observed by the Mint. Holidays observed by the Mint include, but may not be limited to, the following: New Year’s Day, Good Friday, Easter Monday, Victoria Day, Canada Day, Civic Holiday, Labour Day, Canadian Thanksgiving, Remembrance Day, Christmas, and Boxing Day;
• “Enabling Agreement” means the applicable Refining Agreement and/or Trading Agreement concluded between the Entity and the RCM governing their business relationship, which forms part of these Terms and Conditions; and
• “Entity” or “you” or “your” or “you’re” or “yourself” means the corporation or other entity that has concluded an Enabling Agreement, on behalf of which the User is acting.

Modifications to the Terms and Conditions

RCM reserves the right in its sole discretion to amend these Terms and Conditions from time-to-time as the RCM deems necessary.  When this occurs, you will be presented with the amended Terms and Conditions the next time you attempt to log onto the Portal, and you will be asked to review and indicate your acceptance of the Terms and Conditions once again.

Access and Use of the Portal

You are granted access and use of the Portal, only for the purpose of doing business with RCM under the applicable Enabling Agreement concluded between you and the RCM. 

You understand and accept that the RCM can suspend or revoke User access to the Portal without notice at any time and from time to time, under the following circumstances: (a) RCM suspects unauthorized use of your User’s personal or sign in information; (b) you fail to comply with any of these Terms and Conditions; (c) as a security measure; (d) for operational reasons; and (e) for administrative reasons.  

You agree that you will not directly or indirectly misuse the Portal in any way, including by: (a) probing, scanning, or testing the vulnerability of any system or associated network; (b) breaching or otherwise circumventing any security or authentication measures; (c) accessing, tampering with, or using non-public or shared areas of the Portal that you haven't been invited to; (d) interfering with, degrading the performance of, or disrupting any user, host, or network; (e) intentionally sending a virus or a corrupt file, Trojan horse or worm or other material that is malicious or technologically harmful; (f) performing any other activity with the intent to overload, flood, or spam any part of the Portal or its services; (g) accessing or searching the Portal by any means other than through supported interfaces (for example, "scraping"); (h) modifying the Portal or any of its content, except as expressly permitted in this Portal; (i) sending unsolicited communications, promotions or advertisements, or spam through the Portal or its services; (j) ending altered, deceptive or false source-identifying information, including "spoofing" or "phishing"; (k) providing unauthorized access to the Portal to others or accessing the Portal on behalf of another person without appropriate authorization; (l) using the Portal or its services to store or transmit content or data that is invasive of privacy, infringing, obscene, libelous, or that is otherwise unlawful or tortious, or to carry out infringing or unlawful activities, or activities which are not connected to the Enabling Agreement; and (l) abusing the Portal in any manner, and otherwise attempting to interfere with the proper working of the Portal.

Communications and Electronic Delivery

By having a User register to use the Portal you agree to receive and send information, instructions, and other communications and digital alerts necessary for the day-to-day business activities connected to the Enabling Agreement electronically through the Portal.  Optionally, a User may enable notifications within the Portal to receive email updates when information and communications are received through the Portal.  You are responsible for ensuring that your User’s email and other contact information used on the Portal is up to date.

Messages, correspondence, instructions, information and documents necessary for the day-to-day business activities contemplated under the Enabling Agreement which previously would be exchanged between you and the RCM over other electronic means will now be exchanged through the Portal, unless otherwise indicated by the RCM.  RCM will indicate to you in writing which notices must continue to be exchanged with the RCM in accordance with the “Notice” section in the applicable Enabling Agreement and which will be exchanged through the Portal going forward.  

If a User has opted to use notifications, the RCM will send an email to the User’s registered email address to notify you when a document is available and/or when you have correspondence waiting for you within the Portal.   Anyone with access to the User’s registered email account may be able to view these alerts. RCM will never include your User’s password in these email communications, but RCM may include your User’s name, email address and type of document and/or correspondence that has been published to the Portal.

It is your responsibility to ensure that your User(s) regularly review the correspondence, information and documents delivered to you through the Portal.  Correspondence and forms sent through, and documents uploaded onto, the Portal are deemed to be received by the intended recipient on the Business Day they are sent through or uploaded onto the Portal, as the case may be.  For clarity, the time and date that the correspondence and/or documents is received by the intended recipient is when they are made available to the User on the Portal, and not when they are first accessed.  Correspondence, information and documents sent through or uploaded onto the Portal on a day other than a Business Day, is deemed received by the intended recipient on the following Business Day.     

RCM (including its employees, officers, directors, representatives and agents) will not be liable for any claims, loss or damages you may suffer or incur as a result of your failure to access and review correspondence, information and documents made available on the Portal in a timely manner.

Users will be able to download some information and documents connected to the Enabling Agreement from the Portal. It is your responsibility to download the documents if applicable.  The RCM will keep a file according to our record keeping rules.

If for any reason the RCM cannot, or decides not to, deliver correspondence, information or a document through the Portal, the RCM will send you a copy through other electronic means to the registered address that RCM has on file (e.g. by email).

Use of Username and Password

You acknowledge and agree that you are at all times responsible for your User(s) sign-in information (i.e. email address, username, password, and any other piece of information chosen by your User, or provided to your User as part of RCM security procedures to access the Portal). This responsibility applies even if your User(s) change their sign-in information. Each account is personal to your User where sign-in information must be kept confidential by each User at all times and must not be shared with or disclosed to any other person or entity.    

Each User will be assigned permissions to perform specific actions and functions within the Portal; such Users shall be deemed your authorized representatives/signatories with regards to the specific permissions, actions and functions within the Portal that have been assigned to them.

When your User(s) is/are signed in to the Portal with their username/email address and password, any of the following will be deemed as your User’s electronic signature:

• Agreeing to or authorizing specific actions by selecting a checkbox.
• Selecting a button to indicate your agreement or confirmation of submission; and/or
• Otherwise providing the signature of an authorized representative/signatory on any given document which is then subsequently uploaded onto the Portal.

An electronic signature has the same effect as a written one and gives RCM permission to act on what you have asked the RCM to do.

You are responsible for ensuring that your Users protect their email address, username, password and electronic signature, and are likewise responsible for preventing any misuse of your User’s information.

Any page you visit on the Portal is considered to be a written document. When your Users follow instructions, fill out an online form and select "accept", "register", "submit", "continue", “post”, "OK" or similar buttons, or authorize specific actions by selecting a checkbox, as the case may be, this has the same effect as if you had signed and delivered paper copy versions of the documents/instructions to the RCM.

RCM (and its employees, officers, representatives and agents) will not be liable to you for any claims, losses or damages related to use of your User’s account or electronic signature.

It is your responsibility to notify the RCM immediately if the confidentiality of your User’s email address, user ID/name, password and/or electronic signature is compromised, or if there has been any unauthorized use of the foregoing or other breach of security.

Intellectual Property

This Portal was developed by the RCM, and the information, materials, design and content of this Portal including, without limitation, the text, graphics, photographs, interfaces, form of expression, “look and feel” and the arrangement of the content, are the sole and exclusive property of the RCM, and are protected by copyright, trademark and/or other intellectual property laws of Canada and other countries. Subject to the limited license to use the Portal, you agree not to use all or any part of this Portal or its contents for any improper purpose and, except with the prior written consent of the RCM, you agree not to redistribute, reproduce or republish in any form, or link to the Portal or its contents in any manner whatsoever, including by way of hyperlinks or framing, except as expressly permitted in this Portal.

RCM owns or has obtained the right to use the trademarks, logos and domain names used on the Portal. The trademarks are protected by Canadian and foreign trademark laws. All rights reserved. The display of trademarks on the Portal should not be construed as an implied license to use such trademarks.

Design, and marks displayed on the Portal followed by the TM symbol at first time of use are registered or unregistered trademarks of the RCM or a third party. Third-party marks are used by the RCM with permission or under license.

Security and General Disclaimer

It is your responsibility to make sure the network through which you access the Portal is secure.  RCM has taken all reasonable steps to ensure the security of this Portal.  RCM has incorporated procedures to protect your data and information at all times.  By using this Portal, you acknowledge and agree that notwithstanding any security measures that RCM may implement, the Internet is a public network and there is a remote possibility of data security violations (e.g. information interception, manipulation or viewing by persons other than you, your Users, RCM and its employees).  You further agree that RCM (including its employees, officers, directors, representatives and agents) is not liable to you for any damages or losses of any kind you may experience as a result of any data security violations.

RCM does not make and expressly disclaims any representations or warranties whatsoever relating to or arising from your use of the Portal.

RCM always tries to make sure the Portal is working at its best, but RCM cannot guarantee you will not experience errors, interruptions or browser issues. 

RCM (including its employees, officers, directors, representatives and agents) will not be liable to you for any claims, losses, or damages in relation to: (a) the availability or unavailability, for any reason, of the Internet, sign in services, and/or the Portal; (b) any fraudulent use of your User’s sign-in information or electronic signature; (c) any restriction, delay, malfunction, or unavailability of the Portal; (d) any loss of data, computer time or any loss or damage of any nature whatsoever attributable to your use or inability to use the Portal for any reason whatsoever. 

Limitation of Liability

In no event is the RCM liable for special, incidental, indirect, exemplary or consequential damages (including, without limitation, damages for loss of business or loss of profit) in connection with or arising from you and your Users use of the Portal, even if the RCM has been advised of the possibility of such damages.

Indemnity

You agree to indemnify and hold harmless the RCM (including its employees, officers, directors, representatives and agents) of any costs, losses, expenses, damages, legal fees, liabilities, claims, demands, actions and settlement amounts resulting from or related to you and/or your Users misuse of the Portal and the misuse of the Portal by any third party using your User’s sign-in details and/or electronic signature.

Waiver

No party is to be deemed to have waived the exercise of any right that it holds under these Terms and Conditions unless such waiver is made in writing.  No waiver made with respect to any instance involving the exercise of any such right is to be deemed to be a waiver with respect to any other instance involving the exercise of the right or with respect to any other such right.

Severability

If any provision of these Terms and Conditions is declared to be invalid, illegal or unenforceable in whole or in part by a court or, as applicable, an arbitral tribunal having competent jurisdiction, that provision will be deemed severed from the remainder of the Terms and Conditions and the remaining provisions in these Terms and Conditions remain in full force and effect.

Disputes/Governing Law

The Terms and Conditions, all matters relating to the Terms and Conditions and your and your Users use of the Portal (whether in contract, statute, tort (including, without limitation, negligence) or otherwise), is governed by and construed in accordance with the laws of the Province of Ontario and federal laws of Canada (without giving effect to the choice of law principles thereof).

Any dispute arising out of or in connection with the Terms and Conditions Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the Commercial Arbitration Act, R.S.C. 1985, c. 17 (2nd Supp.) and any amendments thereto.  The number of arbitrators will be three (3).  The place of arbitration will be the city of Ottawa, Ontario, Canada.  The language to be used in arbitral proceedings is English and/or French.  All proceedings, submissions and awards related to any recourse hereunder shall be kept confidential to the extent permissible by law.

Entire Agreement

These Terms and Conditions, along with the terms and conditions laid out in the applicable Enabling Agreement, constitute the entire agreement between you and the RCM, with respect to the subject matter hereof, and supersede all previous negotiations and documents in relation thereto. 

This agreement is binding on you, your successors and assigns.

Last amended: [March 5, 2024].