ICR Terms and Conditions Market Participants
Last updated
Last updated
Version no.
1.0
Date of Version
3. March 2025
Parties:
International Carbon Registry ehf. (International Carbon Registry) or ICR, an Icelandic registered company, with offices at Suðurlandsbraut 4a, 108 Reykjavík, Iceland; and
Market Participant, the account holder who intends to act in the capacity of a market participant.
These terms and conditions govern the use of the International Carbon Registry (ICR) by market participants, as addressed in section 6 of the ICR terms and conditions for organizations, who wish to trade, transfer, or retire International Carbon Credits (ICCs) and other instruments. Market participants include but are not limited to, brokers, traders, resellers, and organizations managing credits on behalf of third parties.
By using the ICR, the market participant agrees to comply with these terms and conditions, as well as any relevant operational procedures and regulatory requirements. These terms and conditions are in addition to the underlying terms and conditions governing the use of the ICR by organizations “ICR terms and conditions for organizations”.
Market participants acknowledge that their access to and use of the ICR registry is subject to these terms and conditions, which may be updated from time to time. Any changes will be communicated through the ICR website.
Where there is a conflict between these terms and ICR terms and conditions for organizations, the ICR terms and conditions for organizations will take precedence.
Where there is a conflict between these terms and any applicable regulatory or scheme requirements, the regulatory requirements will take precedence.
Market participants must ensure the accuracy and legitimacy of all documents and information provided to the ICR and update them promptly when necessary.
ICR provides market participants with access to the registry for the purpose of:
- Buying and selling ICCs and other instruments. - Facilitating transfers of credits between accounts. - Retiring ICCs on behalf of clients. - Acting as an intermediary in market transactions.
Market participants are responsible for ensuring that all transactions comply with applicable laws and regulations.
To become a market participant, an entity must apply for an account with the ICR and complete the Know-Your-Business (KYB) verification process. ICR reserves the right to reject any application at its sole discretion.
The market participant must designate an authorized representative to manage their account and transactions. Users under the account must also complete Know-Your-Customer (KYC) verification.
ICR may request additional information at any time to maintain compliance.
Market participants may hold ICCs or other instruments on behalf of third parties (indirect owners). In such cases, the market participant must:
- Maintain clear records identifying the beneficial owner(s) of the instruments. - Provide ICR with details on the domicile of indirect owners when requested. - Ensure compliance with all relevant legal and regulatory requirements.
ICR does not assume responsibility for disputes related to ownership of instruments.
ICR reserves the right to request relevant data from market participants to ensure compliance with these terms and to maintain transparency within the registry. Market participants may be requested to provide information regarding any transactions conducted, including but not limited to, details of indirect owners, transaction counterparties, and the nature of the transactions.
Market participants are obligated to maintain accurate records of all transactions and must submit this data to ICR upon request within a reasonable timeframe. Failure to provide the requested information may result in suspension or termination of access to the registry.
ICR may use the collected transaction data to assess market activity, ensure compliance with applicable laws, and enhance the integrity of the registry. Any data provided to ICR will be handled in accordance with the confidentiality provisions outlined in these terms and conditions.
Market participants may facilitate the transfer of ICCs and other instruments between accounts within the ICR. All transfers are final and cannot be reversed unless explicitly authorized by ICR due to errors or fraudulent activity.
ICR does not verify or guarantee the validity of transactions conducted by market participants.
Market participants must ensure that no ICCs are double-counted or used in multiple programs.
Market participants are subject to fees as specified in the ICR fee schedule, which may include:
- Account setup and annual maintenance fees. - Transaction fees for transfers and retirements. - Fees for additional services provided by ICR.
Fees must be paid within 30 days of invoice issuance. Late payments may result in suspension of account access and interest charges.
ICR reserves the right to update the fee structure with prior notice.
Market participants represent and warrant that:
- They have the legal authority to trade and manage instruments. - They will comply with all relevant laws and regulations. - They will not engage in fraudulent or deceptive practices.
Market participants must also ensure that all instruments they trade are legitimate and have not been previously retired or canceled.
ICR is not responsible for any losses, damages, or disputes arising from transactions conducted by market participants.
Market participants agree to indemnify and hold harmless ICR from any claims, liabilities, or damages resulting from their activities within the registry.
ICR’s total liability under these terms is limited to the total fees paid by the market participant in the preceding 12 months.
ICR may suspend or terminate a market participant’s account if:
- They fail to comply with these terms and conditions. - They engage in fraudulent or illegal activities. - They fail to pay required fees.
Market participants may terminate their account with 30 days’ written notice, but any outstanding obligations must be settled before termination.
ICR and market participants agree to maintain the confidentiality of all non-public information shared through the registry, except where disclosure is required by law and according to the ICR terms and conditions for organizations.
ICR publishes information on credit retirements and transactions as required for transparency and regulatory compliance.
Any disputes between ICR and market participants shall be resolved through arbitration administered by the Nordic Arbitration Centre of the Iceland Chamber of Commerce.
Disputes must first go through mediation before arbitration can be initiated.
These terms and conditions are governed by the laws of Iceland.
ICR is not liable for any failure to perform its obligations due to unforeseen events beyond its control, including natural disasters, cyberattacks, and regulatory changes.
Assignment: Market participants may not assign their rights under these terms without prior written approval from ICR. Severability: If any provision is found to be invalid, the remaining provisions will remain in effect. Audit Rights: ICR reserves the right to audit market participants’ records to ensure compliance. Notices: Communications will be sent via email or the ICR online portal.
By accessing the ICR registry as a market participant, you agree to these terms and conditions and acknowledge that they may be updated periodically.
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).
