Back Canadian Services Schedule
Last Modified: 08 September 2025
This schedule describes the additional terms and conditions applicable to Customers who contract with Tipalti Canada, Inc. If in conflict with any other part of the Agreement, this Schedule will control.
- Making Payments.
1.1 Linked Accounts. To fund a Tipalti Account, Customer must associate one or more Linked Accounts with its Tipalti Account(s). Customer shall provide to Tipalti all account numbers, owner identifications, and other information regarding each Linked Account reasonably requested. Tipalti may refuse to accept a payment into a Tipalti Account at any time if Tipalti believes accepting such payment creates excessive regulatory, security, financial, or reputational risk. Customer represents and warrants that (1) it has the authority to provide all requested information regarding each Linked Account, and that any representative providing the information has the authority to provide it, and (2) it provides complete and accurate information regarding the Linked Account. Customer shall notify Tipalti promptly of any changes to information regarding the Linked Account.
1.2 Tipalti Account. Tipalti is not a bank and does not itself take deposits, pay interest or provide deposit-taking services. On receipt by Tipalti Bank of Customer funds sent for loading into the Tipalti Account, Tipalti will combine those funds with funds received from other customers and place them into one or more pooled accounts at eligible financial institutions which accounts will not be used for any other purpose (such funds being, “End User Funds”). Tipalti will hold End User Funds in a bare trust for Customer unless it elects to use another method permitted by the Retail Payment Activities Act (“RPAA”) to safeguard them in which case it will update the Agreement to reflect such change. The trust relationship hereby created, solely for the purposes of this Schedule, shall be governed by the laws of the Province of British Columbia. As trustee to Customer, Tipalti is hereby expressly granted full power and authority to manage and direct the End User Funds in accordance with this Agreement and Applicable Law. Tipalti will not use End User Funds for its own business purposes. End User Funds will remain in safeguarding accounts at Tipalti Bank until they are withdrawn, transferred, or used to satisfy Customer obligations to Tipalti, its Affiliates or a third party in accordance with the Agreement or Applicable Law. The following are not part of the End User Funds: (i) funds held as a reserve or fraud or loss prevention mechanism provided for in the Agreement, if any; or (ii) funds for which Customer has provided instructions for immediate transfer.
In the event of the bankruptcy or insolvency of Tipalti, it is expressly stipulated that any funds held as End User Funds in trust shall remain the sole property of the Customer and shall not be subject to the claims of creditors of Tipalti. Tipalti’s creditors shall have no rights to access, seize, or otherwise interfere with the End User Funds, as these funds are held solely for the benefit of the Customer and other customers of Tipalti under a trust arrangement, and do not form part of the assets of Tipalti subject to creditor claims.
In the event of the winding up of the trust created under this Agreement, all End User Funds shall be promptly distributed to the Customer and other customers in accordance with their respective entitlements. Tipalti shall ensure that the distribution of such funds is executed promptly and in compliance with Applicable Law, and all necessary measures shall be taken to facilitate the smooth transfer of End User Funds to the rightful Customer.
Customer’s transfer to their Tipalti Account neither confers depositor rights or protections under Canadian law nor qualifies as a deposit received by Tipalti pursuant to the Trust and Loan Companies Act (Canada) or the Bank Act. Tipalti does not pay any interest to Customer on the balance of any Tipalti Account. Customer acknowledges and understands that Funds held in trust by Tipalti Canada, Inc. are not deposits and are not eligible for protection under the Canada Deposit Insurance Corporation (CDIC) or any other deposit insurance program. Such End User Funds are, however, protected through: (1) segregation in dedicated trust accounts separate from Tipalti’s operating accounts, (2) maintenance in accordance with applicable trust laws of the Province of British Columbia, and (3) Tipalti’s operational risk management framework that includes safeguards, controls, and regular monitoring of fund movements. If Tipalti or the Tipalti Bank receives an order of any court or governmental or regulatory authority relating to Customer, or if Tipalti or the Tipalti Bank deems it advisable in order to comply with Applicable Law or considering that it could be in breach of any Applicable Laws relating to any Customer, Tipalti or the Tipalti Bank may freeze Funds or block transfer of Funds. Tipalti shall ensure Customer has reliable and timely access to its End User Funds through the Services, subject only to restrictions required by Applicable Law, fraud and risk management or security measures, or temporary technical maintenance which shall be communicated to Customer in advance whenever possible. In the event of any significant operational incident affecting access to Funds, Tipalti will promptly notify affected Customers and relevant regulatory authorities, including the Bank of Canada, in accordance with Applicable Law.
Customer agrees that if Tipalti Bank pays interest on Customer funds that are End User Funds or otherwise, Tipalti may keep all of that interest and pay none of it to Customer.
1.3 Rejected or Returned Transactions. If a payment is rejected or returned by the Payee or the Payee’s bank or financial institution, or a correspondent bank or financial institution, then Tipalti may attempt the payment again, attempt payment using a different payment method, or return the funds to Customer’s Tipalti Account. Funds from rejected Transactions will be exchanged back to the currency it originated from by the Tipalti Bank at the then-applicable exchange rate. Customer is responsible for all costs associated with rejected or returned Transactions, including but not limited to penalties and conversion fees. Customer authorizes Tipalti to open and process any mail which is addressed to Customer at Tipalti’s address.
1.4 Single Sign-On. Customer may enable single sign-on (“SSO”) for Customer Users, wherein Customer shall use SSO authentication providers via a third-party application to manage login credentials to access the Services. If Customer enables SSO then (1) Customer is responsible for its SSO use and configuration and shall ensure that it and its SSO authentication provider uses two-factor authentication; (2) Tipalti is not required to provide two-factor authentication; and (3) Tipalti may, in its sole discretion and at any time without notice to Customer, discontinue the SSO configuration. - General
2.1 How Tipalti is Regulated. Tipalti Canada, Inc. is a British Columbia company located at 505 Burrard ST, Suite 1400, Vancouver, British Columbia, Canada, V7X 1M5, registered in British Columbia, Canada, with corporate registry ID BC1184769. Tipalti Canada, Inc. is registered with the Financial Transactions and Reports Analysis Centre (“FINTRAC”) as a Money Services Business, with FINTRAC registration number C100000235, and has applied to register as a Payment Service Provider with the Bank of Canada under the Retail Payment Activities Act (“RPAA”). Upon confirmation of RPAA registration, Tipalti will comply with all applicable RPAA requirements, including submission of annual reports to the Bank of Canada and safeguarding of funds. Should Tipalti’s registration status change, Customers will be notified at least 30 days in advance where possible and provided with updated terms as necessary, unless shorter notice is required by Applicable Law or regulatory requirements. Tipalti Canada, Inc. is not regulated under the Trust and Loan Companies Act (Canada), nor the Bank Act, and does not engage in activities requiring such regulation.
2.2 Scope of Trust Relationship. The trust relationship created herein is limited exclusively to the End User Funds as defined in this Schedule. Tipalti’s role as trustee does not extend to, and creates no fiduciary obligations with respect to, any other Services, funds, or relationships between Tipalti and Customer, including but not limited to those arising elsewhere under this Agreement or any other business relationship existing outside the scope of the Agreement. Accordingly, all trustee duties and obligations shall be subject to and limited by the requirements of the RPAA and regulations made thereunder. In the event of any conflict between the provisions of this Schedule and such RPAA requirements, the RPAA requirements shall prevail.
2.3 Modification of Trustee Duties. Customer acknowledges and consents to the following modifications of trustee duties applicable to Tipalti:
(a) Service Fees and Self-Dealing: Tipalti may profit from its role as trustee through Fees charged under this Agreement and may engage in transactions that would otherwise constitute self-dealing, provided such activities (i) are disclosed in this Agreement or otherwise communicated to Customer, (ii) comply with Applicable Law and (ii) in no circumstances involve use of End User Funds for Tipalti’s own business purposes (other than for discharging Tipalti’s safeguarding obligations under the RPAA);
(b) Operational Conflicts: Tipalti may act in capacities that create potential conflicts of interest with its trustee role, including providing services to competitors of Customer and operating its own business interests; provided, that, Tipalti shall nonetheless comply with its obligations as a Payment Services Provider under the RPAA;
(c) Reporting: Tipalti’s accounting obligations are limited to those specifically set forth in this Agreement and arising under the RPAA;
(d) Investment Limitations: Tipalti’s investment obligations are limited to maintaining End User Funds in eligible financial institutions, as required by the RPAA and this Agreement.
