Buyer/Seller Escrow Instructions
Approved legal and compliance content sourced from 05_Buyer_Seller_Escrow_Instructions.md.
1. Scope
1.1 These Buyer/Seller Escrow Instructions (the "Instructions") explain, in operational terms, the steps a Buyer and a Seller take to set up, fund, progress, and complete an Escrow on the Escrow Bunny platform (the "Platform" or "Service").
1.2 These Instructions are operational guidance that supplement and are subordinate to the Standard Escrow Agreement and the other Policies. They do not replace, vary, or override the legal terms of the Standard Escrow Agreement, the Terms of Service, or any other Policy. In the event of conflict, the [order of precedence in the Standard Escrow Agreement Section 1.4 controls — PLACEHOLDER pending counsel confirmation].
1.3 These Instructions are incorporated by reference into the Standard Escrow Agreement for each Escrow.
1.4 Capitalized terms not defined here have the meaning given in the Standard Escrow Agreement and the Terms of Service.
2. Definitions
- "Buyer" — the Party that deposits or is obligated to deposit funds or value into the Escrow.
- "Seller" — the Party that is to receive funds or value upon satisfaction of Escrow conditions.
- "Organization" — a registered entity under which a Buyer or Seller may act, and its authorized representatives.
- "Escrow Parameters" — the transaction-specific terms configured for the Escrow (parties, amounts, Milestones, conditions, timelines, instructions).
- "Milestone" — a defined stage that gates approvals and Releases within the Escrow.
- "Approval" — a recorded act confirming that a Milestone's conditions are satisfied.
- "Release" — disbursement or allocation of escrowed funds/value upon satisfaction of conditions.
- "Refund" — return of escrowed funds/value to the funding Party.
- "Verification gate" — a required identity (KYC), organization (KYB), or beneficial-owner verification and screening step that must pass before funding.
- Other capitalized terms have the meaning given in the Standard Escrow Agreement and Terms of Service.
3. Before You Begin: Eligibility and Verification
3.1 Both Buyer and Seller (and any Organization they act for) must:
- meet the eligibility requirements in the Terms of Service;
- complete identity verification (KYC), and where applicable organization verification (KYB) and beneficial-owner verification, through Verified by Toni; and
- pass sanctions/watchlist screening, as described in the KYC/KYB and Sanctions Screening Policy.
3.2 Provide truthful, accurate information and only authorized, lawful transaction documents. Submitting false or unauthorized information may result in verification failure, freeze, cancellation, or decline of service.
3.3 The transaction must not be a Prohibited Transaction and must not involve prohibited goods, services, jurisdictions, or persons (see Prohibited Transactions Policy).
4. Step-by-Step: Buyer
4.1 Create or join the Escrow. Review the proposed Escrow Parameters (parties, roles, amount(s), Milestones, conditions, timelines).
4.2 Complete verification. Pass all required Buyer (and Organization) Verification gates.
4.3 Review and accept the Standard Escrow Agreement. Acceptance is captured per Escrow, per User, by party role, Agreement version, IP address, user agent, and timestamp. Funding is blocked until all required Buyer, Seller, and Organization verification gates pass and the Standard Escrow Agreement is accepted by all required Parties.
4.4 Fund the Escrow. Fund in the amount and manner specified in the Escrow Parameters. [PLACEHOLDER — describe the actual funding method once confirmed. Stripe/payment processing is not active at launch unless designated future functionality; confirm the launch funding mechanism and holding arrangement, which depend on the Standard Escrow Agreement Section 3.1 determination.] Funding is recorded in the immutable double-entry Ledger.
4.5 Monitor Milestones. Track progress against each Milestone and review deliverables or evidence the Seller submits.
4.6 Approve or raise an issue. When a Milestone's conditions are met, provide the required Approval so the associated Release can occur. If conditions are not met, [follow the approval/objection mechanics — PLACEHOLDER; confirm whether Buyer approval is required, whether there is a response window, and the default behavior if the Buyer does not act]. To dispute, open a Dispute under the Dispute Resolution Policy.
4.7 Completion. When all Milestones are approved and Released, the Escrow completes. Records are retained per the Data Retention and Deletion Policy.
5. Step-by-Step: Seller
5.1 Review the Escrow. Confirm the Escrow Parameters accurately reflect the agreed transaction before proceeding.
5.2 Complete verification. Pass all required Seller (and Organization) Verification gates.
5.3 Review and accept the Standard Escrow Agreement. Acceptance is captured as described in Section 4.3.
5.4 Wait for funding confirmation. Do not begin performance in reliance on the Escrow until you confirm the Escrow is funded and active, unless the Escrow Parameters state otherwise. [Confirm recommended guidance with business/counsel; do not advise reliance on unfunded Escrows.]
5.5 Perform and submit evidence. Perform the obligations for each Milestone and submit the required deliverables, documents, or evidence through the Platform.
5.6 Await Approval and Release. Release occurs only when the Milestone conditions are satisfied and the required Approval(s) are recorded, per the Funds Release and Refund Authorization Policy.
5.7 If there is a disagreement. If the Buyer does not approve or raises an issue, follow the Dispute Resolution Policy. While a Dispute is open, release approval and fund Release for the affected scope are frozen.
6. Milestones, Approvals, and Releases
6.1 An Escrow may have one or more Milestones. Each Milestone defines the conditions to be satisfied and the Approval(s) required before the associated Release (or partial Release).
6.2 Release occurs only on satisfaction of the relevant Milestone conditions and recording of the required Approval(s), in accordance with the Escrow Parameters and the Funds Release and Refund Authorization Policy.
6.3 Approval model. [PLACEHOLDER — confirm the approval model against the product specification: e.g., single-Party approval, dual approval, time-based auto-approval after a response window, or condition-based. State the default behavior if a Party does not act in time. This was not available for this draft.]
6.4 Partial Releases, if supported, occur per Milestone as configured in the Escrow Parameters. [Confirm whether partial Releases are supported.]
7. Disputes (Operational Summary)
7.1 Either Party may open a Dispute through the Platform if there is a disagreement about whether Milestone conditions are met. The full process is in the Dispute Resolution Policy.
7.2 While a Dispute is open, release approval and fund Release for the affected scope are frozen until the Dispute is resolved.
7.3 The outcome of a Dispute may result in Release, partial Release, Refund, or cancellation, as determined under the Dispute Resolution Policy and the Funds Release and Refund Authorization Policy.
8. Refunds and Cancellations (Operational Summary)
8.1 Refunds and cancellations occur per the Escrow Parameters and the Funds Release and Refund Authorization Policy — for example, on mutual cancellation, failed conditions, expiry, or a Dispute outcome.
8.2 Refunds, cancellations, Releases, and partial Releases are recorded as immutable Ledger postings and Audit Log events.
8.3 Whether and how fees are affected by a Refund or cancellation is governed by [FEE TERMS — PLACEHOLDER; see Standard Escrow Agreement Section 13].
9. When Escrow Bunny May Intervene
9.1 Escrow Bunny may freeze the Escrow, suspend or restrict a Party's Account, request additional information or documentation, or decline or unwind service where required verification is incomplete or fails, a sanctions or Prohibited Transaction concern arises, a Dispute is open, legal process is received, fraud or security risk is identified, or as required by law or the Policies.
9.2 Parties must respond to information requests promptly and truthfully. Delay or refusal may prolong a freeze or result in cancellation. [Counsel to confirm notice language and any restriction on disclosing the reason for a freeze or hold.]
10. Good-Practice Reminders for Parties
10.1 Agree the Escrow Parameters clearly before funding, including precise Milestone conditions and acceptance criteria.
10.2 Keep communications and document exchange on the Platform so they are recorded.
10.3 Keep your contact information current to receive electronic notices (see Electronic Records and Signatures Consent).
10.4 Do not act outside the Platform in reliance on an Escrow that is not yet funded and active.
10.5 Retain your own copies of important documents; records are also retained per the Data Retention and Deletion Policy.
These are practical reminders, not legal advice. Parties are responsible for the underlying commercial transaction and should obtain their own professional advice where needed.
11. User Acknowledgements
By participating in an Escrow, each Party acknowledges and agrees that:
- These Instructions are operational guidance subordinate to the Standard Escrow Agreement and the other Policies and do not vary the legal terms.
- Funding is blocked until all required verification gates pass and the Standard Escrow Agreement is accepted by all required Parties.
- Release occurs only when Milestone conditions are satisfied and required Approvals are recorded.
- An open Dispute freezes release approval and fund Release for the affected scope.
- Refunds, cancellations, Releases, and partial Releases are recorded as immutable Ledger and Audit Log entries.
- Escrow Bunny may freeze the Escrow, suspend an Account, request information, or decline/unwind service as described.
- The Party has provided truthful information and authorized, lawful documents, and the transaction is not a Prohibited Transaction.
Acceptance capture: Acceptance of these Instructions follows acceptance of the Standard Escrow Agreement and is recorded per Escrow, per User, by party role, version, IP address, user agent, and timestamp.
12. Contact / Legal Notice
- Operating entity: [LEGAL ENTITY NAME — PLACEHOLDER]
- Registered address: [ADDRESS — PLACEHOLDER]
- Escrow support: [SUPPORT EMAIL — PLACEHOLDER]
- Disputes: [DISPUTES CHANNEL — PLACEHOLDER; see Dispute Resolution Policy]
- Legal notices: [LEGAL NOTICE EMAIL / POSTAL ADDRESS — PLACEHOLDER; see Support, Complaints, and Legal Notices Policy]
13. Change History
| Version | Date | Summary | Author |
|---|---|---|---|
| 0.1 | [2026-05-17 DRAFT] | Initial first-pass draft for counsel review. | [DRAFTER / Claude-assisted] |