Terms and Conditions - Trading Hub
Version no.
1.0
Date of Version
3. March 2025
Parties:
Mojoflower ehf. ("Carbonregistry.com"), an Icelandic registered company with offices at Suðurlandsbraut 4a, 108 Reykjavík, Iceland, acting as the registry provider for the International Carbon Registry (ICR) and operator of the Trading Hub; and
Project Proponent or Project Developer (“Seller”) is an account holder with the ICR registry who transfers instruments from its account(s) to the Carbonregistry.com Trading Hub for trading by authorized intermediaries and purchase by buyers; and
Market Participant ("Intermediary"), is an account holder with the ICR registry who is authorized to trade and sell instruments on behalf of sellers who are also account holders with the ICR registry; and
Buyer, is an individual or an organization who is buying instruments through authorized intermediaries from sellers to compensate for emissions by retiring purchased instruments.
Sellers, intermediaries and buyers are jointly referred to as account holders, Carbonregistry.com and account holders are individually referred to herein as a "Party," and collectively referred to herein as the "parties").
Recitals
Carbonregistry.com is the registry provider for ICR and facilitates the issuance, transactions, and retirement of instruments.
Carbonregistry.com operates a trading platform "Trading Hub" that enables authorized intermediaries to trade and sell instruments issued under Carbonregistry.com registry software on behalf of sellers, to buyers.
Carbonregistry.com does not act as an intermediary for trading with instruments available for sale on the Trading Hub but acts as a service provider facilitating access to instruments for authorized intermediaries and access to intermediaries for sellers and settlement of transactions with buyers.
Sellers may deposit instruments from their accounts to the Trading hub, authorizing intermediaries to sell and buyers to buy their instruments through intermediaries.
This agreement governs the relationship, rights, obligations, and liabilities of sellers, intermediaries, buyers and Carbonregistry.com concerning the use of the Trading Hub.
This agreement complements ICR’s general terms and conditions for account holders “general terms and conditions”.
These terms and conditions of use (Terms and Conditions) set out the terms and conditions on which the Carbonregistry.com (Carbonregistry.com, we, us or our) provides sellers, intermediaries and buyers (you, your, yours) access and use of the Trading Hub to account holders.
General Terms and Conditions
The account holder acknowledges and agrees that when using the Trading Hub to comply with these terms and conditions, as updated periodically by Carbonregistry.com. Continued use of the Trading Hub constitutes acceptance of updated terms and conditions.
Where there may be inconsistency between the terms and conditions and the requirements of ICR or other adapted schemes, the ICR requirements or of the relevant scheme will prevail over these terms and conditions.
Access to the Trading Hub is conditional upon the sellers and intermediaries maintaining an active account with ICR, completing Know-Your-Business (KYB) verification, and adhering to applicable laws and regulations.
Carbonregistry.com reserves the right to suspend or terminate access to the Trading Hub if an account holder fails to meet its obligations under this agreement or that an ICR account has been suspended or terminated under the general terms and conditions.
If the account holder does not agree to these terms and conditions, the account holder may not access or otherwise use the Trading Hub.
The Trading Hub
Our role and responsibility under these Terms and Conditions is limited to providing the infrastructure allowing for seamless transactions with instruments and consequently operating the Trading Hub. Carbonregistry.com is neither the party paying the seller of the instruments nor the party offering the respective instruments for sale nor acting in the authority as an intermediary of negotiating prices or promoting specific instruments. These elements pertain to and are a part of a contract directly concluded between the seller, buyer and intermediary. We do not become a party to any purchase agreements and are not liable for any obligations of the buyer, the seller or the intermediary arising under or in connection with any sales/purchase agreements of instruments.
Carbonregistry.com is not and does not act as your agent or trustee. Carbonregistry.com does not guarantee or confirm in any way the identity of any seller or buyer or offer any guarantee or assurance that a buyer or a seller will complete a transaction.
The seller agrees to transfer instruments to the Trading Hub to allow intermediaries to trade the instruments. The seller has the right to refuse to list instruments with intermediaries.
The intermediary agrees to list instruments available on the Trading Hub for sale. The intermediary has the right to refuse to list instruments.
Carbonregistry.com facilitates the transfer, tracking and settlement of instruments.
Account holders access the Trading Hub is electronic through the interface hosted by Carbonregistry.com or through available APIs, the use of which is governed by these terms and conditions.
Carbonregistry.com will periodically provide account holders with sales reports, including aggregated transactions facilitated by authorized intermediaries.
The account holder shall issue invoices to Carbonregistry.com for aggregated sales of instruments as reported by Carbonregistry.com, and Carbonregistry.com will remit payments to the account holder after deducting any applicable fees.
Although we seek to ensure uninterrupted availability of the Trading Hub, we do not provide any assurance, promise or guarantee as to the permanent availability of the Trading Hub.
We do not warrant that:
You will be able to use the Trading Hub or that it will continue to be made available in its current or any other form and that the Trading Hub is fit for any particular purpose, whether implied or not;
The Trading Hub or any software or material of whatsoever nature available on or downloaded from it will be free from viruses or defects, compatible with your equipment or fit for any purpose. It is your responsibility to use suitable anti-virus software on any software or other material that you may download from the Trading Hub and to ensure the compatibility of such software or material with your equipment;
Any content or information published on the Trading Hub is accurate or complete.
It is your responsibility to ensure that your password and login details remain secure and confidential. You must inform us as soon as reasonably practicable if you know or suspect that either your password or login ID or both are known by or available to any third party. If you inform us of any suspected or actual loss or disclosure of your password and/or login ID, we will revoke your access rights.
You are liable for any use of your login ID and password on the Trading Hub, including in particular any actions taken using your login id and password, unless we have actual knowledge of your login id and password having been compromised and fail to take reasonable steps to prevent unauthorized access to the Trading Hub.
You are responsible for keeping your email address up-to-date in your ICR registry account.
You should be aware that the Internet, being an "open network", is not completely secure. If you choose to send or receive any electronic communications to or from us by means of the Trading Hub, or if you submit any content or information for publication on the Trading Hub (whether by means of e-mail or through forms made available on the Trading Hub), you do so at your own risk.
We cannot guarantee that such communications will not be intercepted or changed or that they will reach the intended recipient without interruption or at all.
We will use reasonable endeavors to ensure that the Trading Hub is reasonably secure. However, we cannot guarantee that any information displayed on the Trading Hub has not been changed or modified through malicious attacks or any other unauthorized third party intervention.
Eligibility for Using the Trading Hub
Buyers
If you are a natural person aged 18 and over, a legal entity (including but not limited to governments, governmental organizations, non-governmental organizations, institutions, organizations, or corporations), with legal capacity then you are eligible to participate in the Trading Hub through a registered ICR account or guest-type account.
If you wish to purchase instruments on the Trading Hub you may choose to register and sign up for an ICR registry account, however, you may also purchase instruments without registering for an ICR registry account. If you don’t register for an account, the credits will be automatically be retired in the name of the buyer.
Buyers sign up for an account (Account) by:
Completing the registration form available on the Trading Hub during check out; and
Confirming the registration through clicking a confirmation link in a confirmation e-mail sent to you after you have completed the registration process.
Registration for an ICR registry account is subject to ICR fee schedule.
By registering, you agree to provide us with true, current and accurate information and to update this information promptly in order that the information remains true, current and accurate.
You are not entitled, and we are not obliged, to open more than one account per buyer or to transfer any account between two entities (whether natural or legal).
Sellers
If you wish to offer instruments on the Trading Hub for sale, you must be an account holder on the ICR registry, own or have developed a registered project and have issued instruments. The authorized user engaging with the Trading Hub shall be an authorized representative of the account holder.
You agree that your information that is stored in the ICR registry will automatically be matched with your registry account.
You, as a seller, must hold in your ICR registry account, and/or the ICR registry account from which you have authority to offer instruments, the quantity of instruments offered on the Trading Hub. You must not offer instruments that you are offering for cancellation on the Trading Hub in any other forum, unless you first withdraw the CERs from the Trading Hub.
We are entitled but not obliged to reject any forwarding request from you outside of the Trading Hub that, if we were to process the request, would result in the balance of instruments in your ICR registry account, and/or the ICR registry account from which you have authority to offer instruments, being fewer than the number of instruments offered by you for sale on the Trading Hub.
Notwithstanding the requirement to avoid the sale of instruments offered for sale on the Trading Hub in another forum, you agree that in the event that you offer the same instruments for sale on the Trading Hub and for sale in any forum outside the Trading Hub (an OTC transaction) at the same time, an accepted offer on the Trading Hub prevails over the OTC transaction irrespective of the actual timing of the transactions and irrespective of the contractual terms of the OTC transaction. For the avoidance of doubt, we are not liable to any third party in an OTC transaction for any loss or damage arising from these terms and conditions.
In addition, you agree that if for any reason the balance of instruments in your ICR registry account, and/or the ICR registry account from which you have authority to offer instruments, falls below the amount of instruments that you are offering for sale on the Trading Hub, the amount of instruments you are offering on the Trading Hub will be automatically reduced to match the balance in your ICR registry account.
By depositing instruments to the Trading Hub the seller acknowledges and agrees to that intermediaries have access to sell instruments at the asking price plus additional applicable fees.
Intermediaries
If you as an intermediary wish to offer instruments available from sellers on the Trading Hub, for sale to buyers you must be an account holder on the ICR registry. The authorized user engaging with the Trading Hub shall be an authorized representative of the account holder.
You agree that your information that is stored in the ICR registry will automatically be matched with your registry account.
By listing instruments for sale the intermediary acknowledges and agrees to sell instruments at the asking price plus any additional applicable fees.
Transactions
Seller
The seller shall:
Ensure the validity and accuracy of all instruments and associated documentation transferred to the Trading Hub.
Promptly issue invoices to Carbonregistry.com based on sales reports provided by Carbonregistry.com.
Maintain a minimum balance of instruments on the Trading Hub as may be required by intermediaries.
provide the asking price for any instruments deposited to the Trading hub.
The seller may withdraw instruments from the Trading Hub at any time, provided that instruments already sold or retired by authorized intermediaries remain so.
When listing an item, you, as seller, agree that:
You are responsible for the accuracy and content of your listing and the instruments offered for sale;
Your listing may not be immediately searchable by keyword or category for several hours (or up to 48 hours in some circumstances). We cannot guarantee exactly when your listing will appear;
Content that violates these Terms and Conditions may be deleted without prior notice at our discretion;
You need to provide us with payment details.
You need to add the asking price for the quantity of instruments for sale (asking price) on the Trading Hub. You are entitled to place as many instruments as you wish at a time. You are entitled to determine the price per instrument per offer of instruments. You cannot offer a different price for each individual instrument within an offer of instruments. Until your offer of instruments is accepted in part or in whole by a buyer, you are entitled to withdraw the offer of instruments by deleting the relevant listing from the Trading Hub;
You may withdraw instruments from the Trading Hub at any time, provided that instruments already sold or retired by authorized intermediaries remain so.
The seller acknowledges and agrees that intermediaries may choose not to trade instruments deposited by the account holder to the Trading Hub.
You may add any applicable taxes in an aggregated form to the listing price. Any such taxes are to be borne either by you and your responsibility to pay such added taxes;
You enter into a legally binding contract with a buyer when that buyer confirms through the Trading Hub settlement page their purchase order of the instruments that you are offering on the Trading Hub. Once we receive confirmation of payment from the payment gateway operator or bank, instruments are delivered to the buyer by the means chosen by the buyer.
Payment gateway fees may be applicable and may vary depending on the terms and conditions of the payment gateway operator. Bank transfer fees may be applicable and may vary depending on the terms and conditions of the banks involved in the transaction. All additional fees are added to the final invoice amount, payable by the buyer.
We are not a party to the settlement and are not liable for any obligations that you or the buyer have arising under or in connection with the settlement, including but not limited to obligations in relation to any fees payable to the payment gateway operator or intermediary or any applicable tax.
The seller acknowledges and agrees that authorized intermediaries may choose not to trade instruments deposited by the account holder to the Trading Hub.
Intermediaries
You need to provide us with payment details and fees associated with your service.
As an intermediary facilitating the sale of instruments on the Trading Hub, you agree that:
You are responsible for ensuring that all instruments listed for sale on behalf of sellers comply with the accuracy and content requirements specified in these terms and conditions;
You may be required to verify the authenticity and validity of the instruments before listing them on the Trading Hub, as per regulatory requirements;
You must comply with all applicable legal and regulatory obligations in your jurisdiction related to the trading and sale of instruments;
Your role is limited to facilitating transactions and act as an intermediary in trading instruments on behalf of the seller, and you do not assume ownership of the instruments unless explicitly agreed upon with the seller or buyer;
Any content that violates these terms and conditions or applicable laws may be removed from the Trading Hub without prior notice, at our sole discretion.
You are required to provide payment details necessary for processing transactions. The seller remains responsible for setting the asking price, but as an intermediary, you may assist the seller in pricing strategies, compliance verification, and market analysis to facilitate transactions.
You may only list instruments on behalf of a seller if you have obtained proper authorization from the seller and ensure that the seller has the legal right to sell the instruments. The listing price must reflect the seller’s declared price, and any applicable taxes or fees must be clearly disclosed. Intermediaries are not permitted to unilaterally alter the listing price but may advise the seller on pricing adjustments.
Until an offer of instruments is accepted in part or in whole by a buyer, the seller (or intermediary acting on their behalf) may withdraw the listing from the Trading Hub. Instruments that have been sold, transferred, or retired through authorized processes must remain as such and cannot be re-listed.
Intermediaries acknowledge and agree that they have no obligation to facilitate the trade of any specific instruments and may, at their discretion, decline to list or trade instruments for any reason without prior notification.
All transactions facilitated by an intermediary must comply with the Trading Hub’s settlement procedures. When a buyer confirms a purchase order, the transaction is legally binding. Upon confirmation of payment from the payment gateway operator or bank, instruments are delivered to the buyer through the chosen means.
Payment gateway fees, bank transfer fees, and any applicable intermediary service fees must be disclosed prior to the transaction. Any additional costs arising from these fees are the responsibility of the buyer, unless otherwise agreed upon in writing between the seller and intermediary.
The intermediary acknowledges that they are not a party to the final settlement and are not liable for any obligations arising between the seller and buyer, including but not limited to fees payable to the payment gateway operator, taxes, or any other financial liabilities related to the transaction.
You are required to maintain accurate records of transactions and ensure that they comply with reporting obligations under applicable laws and regulations.
When listing instruments, you, as an intermediary, agree that:
You are responsible for making all information relating to the listing available for potential buyers. You need to list the final price of the instruments inclusive of all fees and other charges.
The intermediary is responsible for conducting KYB on all potential buyers and AML for any purchases in excess of 10,000 USD.
You need to collect all relevant information from the buyer including:
Name
Address
Reason for retirement
Reporting period for emissions
Retirement comment
When the buyer chooses to get the instruments delivered the intermediary shall guide buyers how to establish an ICR account.
Buyer
When purchasing instruments, you, as a buyer, agree that:
You are responsible for reading the full item listing before making a commitment to pay by confirming an order.
You enter into a legally binding contract with the seller when you confirm the purchase of instruments on the Trading Hub where the seller commits to selling you the instruments and you commit to buy the instruments at the asking price and associated fees. You have an obligation to pay the seller for the instruments you have selected and confirmed.
You are purchasing the instruments that you have selected and confirmed. Accordingly, the seller transfers legal ownership to the GHG emission mitigations to you represented in the instruments that you have selected and confirmed for purchase.
If you have chosen the payment gateway as the method to pay immediately after placing and confirming your purchase order, you will be redirected to the payment gateway operator to pay for your order. Payment gateway fees may be applicable and may vary depending on the terms and conditions of the payment gateway operator. You will receive immediate confirmation of your purchase by electronic mail to the email address you have provided on the Trading Hub. You will receive payment confirmation according to the terms and conditions of the payment gateway operator.
If you have chosen the bank transfer method as the payment method, including when this is the only available method for the purchase order, after placing and confirming your purchase order, you receive an email from the Carbonregistry.com containing an invoice and bank account details for the payment. Bank transfer fees may be applicable and may vary depending on the terms and conditions of the banks involved in the transaction. As a buyer, you are requested to cover all bank charges. You will receive confirmation of your purchase and confirmation of your payment by email to the email address you have provided on the Trading Hub when Carbonregistry.com has confirmed the payment;
You will receive a retirement certificate by email to the same email address up to 48 hours after receiving confirmation of your purchase and retirement of the instruments. Paid orders for which retirements have been completed are not refundable.
When you complete the purchase you need to provide the following information that will be used on your retirement certificate.
Retirement beneficiary
Reason for retirement
Retirement comment
Period for emissions.
If your instruments are not eligible yet for retirement, e.g. ex-ante ICCs, you will receive retirement certificate at the time of conversion of the instruments to retireable instruments.
We are not a party to the transaction and are not liable for any obligations that you, the intermediary or the seller have arising under or in connection with the purchase, including but not limited to obligations in relation to any fees payable to payment gateway operator, intermediary or a financial intermediary (such as a bank) or any applicable tax.
Carbonregistry.com
Carbonregistry.com does not guarantee any sales or trading of instruments and shall not be held liable for delays or interruptions in the Trading Hub operations or any delays by authorized intermediaries.
Carbonregistry.com shall:
Provide periodic sales reports to sellers detailing aggregated transactions facilitated by authorized intermediaries.
Ensure that payments to sellers are processed within 14 days of receiving a valid invoice based on the sales report.
Deduct applicable Carbonregistry.com service fees and intermediary service fees before remitting payments to sellers.
Notify sellers of any discrepancies or issues in sales reports that may affect payment processing.
Ensure transparency in the fund distribution process by making payment details accessible through the Trading Hub platform.
Carbonregistry.com shall:
Deduct authorized intermediary fees before remitting payments to sellers based on the sales transactions facilitated through the Trading Hub.
Ensure that fees are clearly outlined in the transaction breakdown provided to sellers and buyers.
Maintain an up-to-date fee schedule that is accessible to all Trading Hub users.
Process payments to intermediaries based on the agreed fee structure within 14 days of receiving a valid invoice from the intermediary.
Provide clear reporting on fee deductions in the periodic sales reports.
Carbonregistry.com shall:
Issue retirement certificates to buyers within 48 hours of confirming payment and retirement of the purchased instruments.
Ensure that buyers receive retirement certificates via the email address provided during the transaction.
Provide a secure and accessible method for buyers to retrieve their retirement certificates via the Trading Hub platform.
If instruments are ex-ante ICCs (not yet eligible for immediate retirement), Carbonregistry.com shall issue the retirement certificate at the time of conversion.
Maintain records of all retirement certificates issued for transparency and auditability.
Ownership of Instruments on the Trading Hub
When instruments are made available for sale on the Trading Hub by intermediaries for buyers the ownership remains by the seller. Upon successful purchase of the instruments the ownership is transferred from the seller to the buyer.
Data, Reporting, and Confidentiality
Issued and paid invoices are made available for account holders on the registry platform.
Carbonregistry.com issues yearly sales reports detailing aggregated transactions of instruments to account holders, including buyer and intermediaries’ details where applicable. Data related to transactions is publicly accessible due to the use of blockchain technology, ensuring transparency.
Carbonregistry.com will handle account holders’ confidential information in compliance with its privacy policy the general terms and conditions and applicable laws.
Fees, Taxes and Payments
Carbonregistry.com charges service fees as service options available on the Trading Hub from time to time.
The account holder acknowledges that Carbonregistry.com’s service fee and intermediaries service fees are deducted from payments remitted to account holders based on sales reports.
Intermediaries acknowledge that their fees are payable upon invoices being sent to Carbonregistry.com.
Invoices from account holders will be processed within 14 days of receipt, provided they include the reporting period, quantity of sold instruments, and other required details.
The retail price of instruments is calculated as follows:
Base retail price (Excluding VAT/sales tax) = Asking price × (1 + Carbonregistry.com service fee + intermediary service fee)
The seller is responsible for payments of any VAT/sales taxes associated with the sale of instruments, as required by the applicable laws and regulations of their jurisdiction
Termination
Sellers and intermediaries may terminate this Agreement upon 30 days' written notice to Carbonregistry.com.
Carbonregistry.com may terminate this Agreement upon 30 days' written notice to the other party.
Carbonregistry.com may terminate this Agreement immediately if the account holder breaches any of its terms.
Upon termination:
The account holder’s access to the Trading Hub will be revoked.
Unsold instruments will be returned to the account holders account, while instruments already sold or retired will remain so.
Dispute
If something goes wrong with an order, the first step is to contact us (see below for specific instructions). Depending on what the problem is, we may ask to you to contact the seller or intermediary directly. You will need to use your best efforts to settle any problem between you and the seller or intermediary amicably. If you are unable to reach an agreement on your own, you may be able to escalate your problem to a claim.
If the problem is a technical problem with the platform, we will investigate and keep you informed about how we are dealing with the problem.
Contact us at admin@mojoflower.io with the details of the problem and include ‘Problem with order’ in the subject line.
Problem related to certificate (for buyers)
In the unlikely event that you have paid for instruments and have not received a certificate within 48 hours after your payment transaction is completed and confirmed, contact us at admin@mojoflower.io and include ‘Certificate not received’ in the subject line.
We note that the reason you give for purchasing and retiring instruments, which appears on your certificate, cannot be changed after purchase.
Problem listing an item (for sellers)
If you have any problems listing an instrument, the first step is to refer to the user guide. If you are unable to resolve the problem by referring to the user guide, contact us as at admin@mojoflower.io and include ‘Problem with listing’ in the subject line.
Problem making payment
If you have a problem making or receiving a payment through the payment gateway, you will need to contact the payment gateway directly in accordance with its claims and dispute resolution policy.
Problem receiving payments
If you have not received payments for the sale or intermediation of instruments make sure that you have correctly sent an invoice to Carbonregistry.com. If you have successfully sent an invoice and the funds have not been received please contact us at admin@mojoflower.io and include “Problem receiving payments” in the subject line.
You will use your best efforts to amicably settle any dispute, controversy, or claim arising out of or in connection with these terms and conditions or the breach, termination, or invalidity thereof by first following the preceding steps.
Any disputes arising under this Agreement not settled within sixty (60) days after receipt by one party of the other party’s written request for such amicable settlement, shall be referred by either party to an arbitration.
Any dispute, controversy, or claim arising out of, or in connection with, these terms and conditions, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the Nordic Arbitration Centre of the Iceland Chamber of Commerce in accordance with the rules of arbitration procure adopted by the Nordic Arbitration Centre and in force at the time when such proceedings are commenced. The seat of arbitration shall be Reykjavik, Iceland. The language to be used in the arbitral proceedings shall be Icelandic unless the parties have agreed otherwise. The parties agree to attempt mediation before initiating arbitration.
The laws of Iceland govern these terms and conditions.
If any provision is deemed invalid, the remaining provisions shall remain in full force and effect.
General
Relationship of the parties
The relationship of the parties is that of independent parties dealing at arm's length. Except as otherwise stated in this agreement, nothing in this agreement shall constitute the parties as partners, joint ventures, fiduciaries, or co-owners, or constitute either party as the agent, employee, or representative of the other, or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other. No party shall hold itself out as having authority to do the same.
No Waiver
No failure or delay in exercising any right or remedy provided by this agreement shall operate as a waiver or release thereof or prejudice any other or further exercise of rights and remedies hereunder. The rights and remedies herein are cumulative and are not exclusive of any rights or remedies provided by applicable law. No single or partial exercise of a right or remedy provided by this agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.
Assignment
The seller or intermediary shall not assign these terms or any of its rights, benefits, duties, and obligations hereunder without the prior written consent of Carbonregistry.com.
No Third-Party Beneficiaries
Except as set forth elsewhere in these terms and conditions, these terms confer no rights whatsoever upon any person other than the parties and shall not impose, or be interpreted as imposing, any standard of care, duty, or liability upon any person other than a party.
Severability
If any term or provision of these terms is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of these terms and conditions shall not in any way be affected or impaired thereby.
Electronic Documents
To the extent permitted by law, parties understand and agree that any document that is signed, executed, or submitted electronically will have the same force of law as if the same process had been conducted using physical documents.
Invoice and Payment Collection
To collect funds from sales, the sellers and intermediaries shall issue an invoice to the Carbonregistry.com.
Mojoflower ehf.
ID: 5705210710
Address: Suðurlandsbraut 4a
Email: collection@mojoflower.io
Invoices must include:
1. The Reporting Period
2. The Quantity of Sold Credits during the period
Invoices will be processed within 14 days of receipt.
Reference to Other Terms and Conditions
This Agreement, together with ICR’s general terms and conditions, constitutes the entire understanding between the parties regarding the Trading Hub.
This Agreement is subject to and incorporates by reference ICR’s general terms and conditions for account holders. In the event of a conflict, the provisions of the general terms and conditions shall prevail.
For any inquiries or clarifications, please contact:
Mojoflower ehf.
Attn: Administrator
Suðurlandsbraut 4a, 108 Reykjavík, Iceland
Email: info@mojoflower.io
Schedule 1 - Definitions
In addition to definitions provided in the ICR definitions, the following definitions apply:
Agreement means these terms and conditions.
Business day means any day except a Saturday, Sunday, or national holiday. A business day shall open at 8:00 a.m. and close at 5:00 p.m. GMT.
Commencement date means the date on which the account holder indicated the account holder's acceptance of these terms and conditions through a website maintained by Carbonregistry.com.
Due date means the date at which any fees charged and invoiced must be paid, which is no later than 30 days after the relevant invoice date.
End date means the date these terms and conditions are terminated.
Intellectual property rights means all rights in any patent, copyright, database rights, registered design or other design rights, utility model, trademark (whether registered or not and including any rights), brand name, service mark, trade name, eligible layout right, chip topography right and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not and wherever existing in the world, including all renewals, extensions, and revivals of, and all rights to apply for, any of the foregoing rights owned, used, or intended to be used, by a party whether or not registered, registrable or patentable.
Interest rate means, for any date, the per annum rate of interest equal to the prime lending rate published by the Central bank of Iceland on such day (or if not published on such day, on the most recent preceding day on which published), plus two percent (2%).
Schedule 2 - Interpretation
In these terms and conditions:
a clause is, subject to any contrary indication, a reference to a clause of these terms and conditions.
law means any law, including common law, statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order, or any other measure of any government, local government, statutory or regulatory body or court having the force of law; and
person means any natural or juristic person, firm, company, corporation, government, state, agency, or organ of a state, association, trust, or partnership (whether or not having separate legal personality).
Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
The headings do not govern or affect the interpretation of these terms and conditions.
If any provision in a definition confers rights or imposes obligations on any party, the effect is given to it as a substantive provision of these terms and conditions.
Unless the context indicates otherwise, an expression that denotes any gender includes both the others; reference to a natural person includes a juristic person; the singular includes the plural, and the plural includes the singular.
Any number of days prescribed in these terms and conditions excludes the first day and includes the last day, and any relevant action or notice may be validly done or given on the last day.
Unless the context indicates otherwise if the day for payment of any amount or performance of any obligation falls on a day, which is not a business day, that day will be the next business day.
The words "including" and "in particular" are without limitation.
Any reference to a document or instrument includes the document or instrument as ceded, delegated, novated, altered, supplemented, or replaced from time to time.
A reference to a party includes that party's successors-in-title and permitted assigns.
A year is 12 calendar months.
A time of day is a reference to Reykjavík Iceland GMT.
In the event of ambiguity, the rule of interpretation that the contract must be interpreted against the party responsible for drafting the terms does not apply.
The termination of these terms and conditions does not affect those of its provisions that expressly provide that they will operate after termination, or must continue to have effect after termination, or must by implication continue to have effect after termination.
Unless the context otherwise requires, a clause, schedule, or paragraph is a reference to a clause, schedule, or paragraph to these terms and conditions.
a document is a reference to that document as modified or replaced from time to time.
the singular includes the plural and vice versa (unless the context otherwise requires).
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