Terms and Conditions - Project

Project agreement

Version	4.0
Date of Version	15 March 2023

Parties to this agreement:

Loftslagsskrá Íslands ehf. (International Carbon Registry), incorporated in Iceland, whose registered office is at Skógarhlíð 12, 105 Reykjavík, Iceland (ICR); and

Account holder, the organization/project proponent/project developer applying to utilize ICR services for registration of their climate project and issuance of ICCs.

the "Account holder" and ICR constitute a "Party" and together the "Parties."

The parties hereby agree:

Recitals

These terms and conditions set out the terms on which ICR offers to make the International Carbon Registry software (ICR registry) available to the account holder for registration of climate project and issuance of issue ICR credits (ICCs) and constitutes an agreement between the parties, and which amends other agreements between the parties.

The account holder is a legitimate business that wants to register climate projects, issue ICCs and/or transfer ICCs from/to registry accounts and/or retire ICCs for the purpose of offsetting own emissions or on behalf of third parties.

The registration of the climate project in the ICR registry and issuance of any instruments is subject to these terms and conditions, which constitute a binding contract between the "account holder" as an account holder in the ICR registry and the ICR as administrator and owner of the ICR registry.

1 ICR Approval of the Project

1.1 Approval

ICR hereby permits the account holder to register the project and issue instruments for the crediting period (the "Service"), unless delisted in accordance with these terms and conditions and other applicable terms and conditions and the ICR operational documents, until this agreement is terminated (the "Service period").

1.2 Fees

The account holder shall pay to ICR non-refundable fees as set out by the ICR for registration and issuance of instruments. The fees shall be paid in accordance with the terms of conditions and the fee schedule as amended from time to time for the term of this agreement.

2 Obligations of the Account holder

2.1 ICR Requirements

The account holder shall at all times ensure that the project conforms to ICR requirement document, ISO 14064-2:2019, applied methodology (where applicable), and other procedural requirements set out by the ICR applicable to the implementation and operation of the project.

ICR has an absolute right to amend any of the operative documents at any time and shall not bear any liability for loss or damage or liability of any kind sustained by any account holder or any other party involved in the project in any way under the ICR program as a consequence of such amendment.

2.2 Other Registration of the Project

The account holder declares that the project and its actions have not been registered with other GHG programs or if the project that has been registered with other GHG programs it has been delisted from the relevant credit program and issued instruments been canceled or that the account holder declares that there will be not issuances of instruments for the same monitoring period in ICR and the other GHG program.

2.3 Indemnification of ICR

To the fullest extent permitted by law, the account holder agrees to indemnify, defend, and hold harmless ICR and its independent contractors and their respective officers, directors, owners, employees, agents, subsidiaries, affiliates, successors, and assigns (collectively, the indemnified party) against and from any losses, liabilities, damages, judgments, awards, fines, penalties, actions, claims, costs, and expenses, including, without limitation, any amounts paid in settlement or compromise and any fees and costs of counsel and experts, (collectively, losses) incurred, directly or indirectly, in connection with or because of, or in any way relating to, arising out of or attributable to the implementation of the project.

3 Authorized Representative

Pursuant to a binding, legally enforceable agreement entered into by and between the account holder or otherwise evidenced by the signing of this agreement, the individual(s) added as stakeholders to the project in the registry is/are authorized to communicate and transact with ICR on behalf of the account holder with respect to the project as "Authorized representative(s)".

The authorized representative is/are authorized to undertake the following scope of activities on behalf of the account holder with regard to the registration of the project and submission of project-related information to the ICR:

1. communicating with and providing instructions to ICR,

b. registering the project in the account holders account,

c. submitting the project's activity and reports to ICR,

d. updating information about the project and its activities,

e. requesting issuance of instruments,

f. making transfers of instruments,

g. making payments on behalf of the account holder, and

h. submitting, discussing, amending and doing any other such necessary thing in relation to reports and documents required from account holders under the operative documents as set out and amended from time to time on ICRs' website.

All factual information the authorized representative(s) provides in relation to this agreement shall be best of the authorized representative's knowledge following due inquiry, true, accurate, and complete in all material respects, and the authorized representative(s) have not made or provided, and shall not make or provide, false, fraudulent or misleading statements or information in relation to this agreement.

The project design description and any other project related documents for which the authorized representative(s) are collectively responsible and are supplying to the ICR registry and any other person in relation to the operation of the project under the ICR operation documents, are and will be true and accurate in all material respects and shall not contain any false, fraudulent or misleading statements or information.

ICR is authorized to communicate and transact directly and exclusively with the authorized representative(s) for the scope of activities listed above. The account holder associated with the project will abide by any direction duly issued by ICR to the authorized representative.

The account holder has a continuing duty to update the authorized representatives and notify ICR if and when any authority herein ceases to be valid, enforceable, truthful, accurate or complete, or as soon as possible upon learning that any authority was not valid, enforceable, truthful, accurate or complete at the time that it was made.

Until such time as ICR receives a notification of any change to any authority, ICR shall be entitled to rely on this agreement as governing its relationship with respect to communications with the ICR.

The account holder is responsible for informing the authorized representative(s) of their obligations and that they read, understand, and will abide by the ICR operative documents.

4 Review of the Projects

4.1 ICR Right to Review Projects

ICR may, at its sole discretion (and, for the avoidance of doubt, either itself or through any agent ICR may appoint from time to time), conduct individual or periodic reviews of the project implementation and operation of VVB's performance of service they provide to seek evidence as to whether the project conforms to the requirements for registration and/or that the VVB has complied with its duties and/or conduct individual or periodic reviews of the performance of the project actions to seek evidence as to whether the project has been implemented following its project design documents and monitoring plan. Such reviews may include, but are not limited to, witnessing the VVB conducting validation and/or verification audits and/or visits to projects on-site or off-site through teleconferencing equipment. The account holder shall use all reasonable efforts to cooperate with such reviews, visits, and witnessing and shall comply with any reasonable request of ICR for information, copies of documents, or access to documents or data in connection with such reviews (only to the extent that these are not publicly available, the account holder has reasonable access to such documents or data and the provision of such documents does not breach or conflict with any duty of confidence or related contractual obligation owed by the delivering party to any third party).

5 Suspension of the Service

5.1 Suspension of the Service Period

If ICR becomes aware, whether in the course of a review in accordance with clause 4.1 or otherwise, of any evidence that the project is not operated according to clause 2.1, ICR may, at its discretion, decide to partially suspend the service by suspending the service in respect of the project. If ICR decides to suspend the service pursuant to this clause. In that case, ICR shall notify the account holder at least 15 Business days in advance of the starting date of such suspension and provide the account holder with a copy or detailed description of the evidence upon which it has based its decision.

5.2 Services during Suspension

During the period of any service suspension pursuant to clause 5.1, the account holder shall not issue any instruments and/or transfer any instruments that fall under their scope of suspended services, except with approval from ICR. During such a period, ICR may indicate that the service has been suspended for the project on its website and/or in the ICR registry platform.

5.3 Reinstatement of the Service

If following a suspension of the service, the account holder demonstrates to the reasonable satisfaction of ICR that:

· the evidence upon which such suspension was based was inaccurate or misleading;

· that the facts or circumstances leading to such suspension are no longer current;

then, unless ICR is entitled to terminate this agreement pursuant to clause 5.4 and has already sent the required notice, ICR shall lift the suspension, and the service period for the suspended service shall resume.

5.4 Termination

Where the service is suspended, and that suspension has been continuing for a period of at least 12 months, ICR may, at its discretion, terminate this agreement by notifying the account holder at least 15 business days in advance of the date of termination. When the agreement is terminated, the project is delisted from the registry, and no instruments can be issued following termination.

6 Representations and Warranties

The account holder represents and warrants and is a condition of this agreement at the date of this agreement:

· it is duly organized and existing in good standing under the laws of the jurisdiction of its incorporation;

· it is competent to perform its obligations and has sufficient human resources, resources, skills, experience, tools, and all such other materials as may be required to meet any obligations in accordance with the implementation of the project activities;

· the obligations expressed to be assumed by it in this agreement are legal, valid, binding, and enforceable obligations;

· no default is continuing;

· no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to render impossible or economically impracticable or otherwise hinder its implementation of the project activities (to the best of its knowledge) been started or threatened against it; and

· any factual information it provides in accordance with its obligations under this agreement is (to the best of its knowledge) true and accurate in all material respects at the date it is provided.

· has the authority to register the project in the registry and issue instruments.

The account holder recognizes, accepts and expects that ICR will rely upon the truth, accuracy and completeness of the authority granted and matters including but not limited to assuring compliance with the ICR operative documents. The account holder recognizes and accepts that ICR may suffer losses and damages if any authority is or becomes untrue, invalid, inaccurate or incomplete or if it expires or is withdrawn, and each agrees to indemnify ICR for any such losses and damages.

The account holder holds or represents full and exclusive legal and equitable title and rights to all and any mitigations generated by the project for which the authorized representative(s) is/are eligible to request ICC issuance during the project crediting period free and clear of all encumbrances; and

The account holder recognizes that the agreement shall not be construed to modify any operative document, and in the event of a conflict between this agreement and any operative document, the applicable operative document shall take precedence.

The account holder represents and warrants that no person will submit, seek, request or receive any recognition of, or legal rights in respect of, the mitigations generated by the project during the crediting period and for which ICC issuance will be requested, as another form of GHG-related environmental credit (including without limitation as renewable energy certificates), or the authorized representatives will provide evidence to the ICR in accordance with the ICR operative documents that any such credits have not been used and have been canceled under the relevant environmental credit program.

7 Liability

Neither party shall be liable to the other party in respect of any loss of profits, revenue, income, or anticipated savings. Neither party shall be liable to the other party in respect of any loss of business, contracts, or opportunities.

Nothing in this agreement will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

Notwithstanding any other provision of this agreement, the account holder is not released from and shall remain liable for compliance with all terms and conditions of ICR, including without limitation indemnification of ICR and ICR registry software provider, defaults committed by the authorized representative and payment of all amounts due or to become due under the agreement and the terms of conditions. The authorized representative's authorization to make payment of any such amounts hereunder shall not release the account holder from liability for any obligations not satisfied by the authorized representative, financial or otherwise.

7.1 ICR Not Liable

Neither ICR nor any of its affiliates, directors, employees, agents, licensors, and/or contractors shall be liable to the account holder nor any other person with respect to any claims whatsoever arising out of this agreement for indirect, consequential, special, punitive or exemplary damages, including without limitation, claims for losses resulting from claims of whatsoever nature brought against the account holder by registry account holders, other account holders, validation and verification bodies, or any other third party, or against ICR, its affiliates, directors, employees, agents, licensors and/or contractors in respect of the acts or omissions of the account holder pursuant to this agreement.

Nothing in this agreement shall be construed to create or give rise to any liability on the part of ICR, and the account holder expressly waives any claims that may arise against ICR under this agreement.

7.2 Hold Harmless

The account holder hereby agrees that it, and not ICR, shall accept sole responsibility and hold ICR harmless in respect of any liability towards the account holders, other account holders, or other third-parties for any losses suffered by registry account holders, projects or account holders resulting from

(a) the issuance of any instruments which would not have been issued but for the breach of clause 2 by the account holder,

(b) the negligence, fraud, or willful misconduct of the account holder, or

(c) any performance of the validation/verification service conducted by VVB at any time during the service period.

7.3 No Other Action

The account holder hereby agrees that ICR shall not be under any obligation, pursuant to the terms of this agreement or otherwise, to take action of whatsoever nature against any third party.

8 Events of Default

It shall constitute an event of default in relation to a party if:

· in respect of the account holder, an improper instrument issuance occurs in respect of the project;

· it fails to comply with any of its obligations under this agreement, and that failure is not remedied within 15 business days of the notice of such failure given by the other party;

· it fails to make payment when due under this agreement, and that failure is not remedied on or before the 15th business day after the notice of such failure given by the other party;

· any representation or statement made or deemed to be made by it under or in connection with this agreement is or proves to have been incorrect or misleading in any material respect when made or deemed to be made;

· it becomes insolvent, ceases trading, enters into liquidation, whether compulsory or voluntary, other than for the purposes of a solvent amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or if a trustee, administrator, or administrative receiver or general officer is appointed over all or any part of its assets or if it generally becomes unable to pay its debts causes or is subject to any event with respect to it that, under the applicable laws of any jurisdiction, has an analogous effect to any of the foregoing events;

· the institution against it of any litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a material adverse effect on the project; or

· it consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to another entity.

If an event of default occurs in relation to the account holder, ICR shall be entitled to terminate this agreement immediately by giving notice to the account holder.

9 Assignment

9.1 Assignment or Transfer

The account holder may not assign any of its rights or otherwise transfer any of its rights or obligations under this agreement, whether in whole or in part, to any third party without the prior written consent of ICR.

10 Payment and Notices

10.1 Payment

For any payment obligation of the account holder under this agreement to be satisfied, payment must be made by electronic transfer in cleared funds such that ICR receives the full amount and according to the payment instructions provided by ICR, which can be found on the ICR website.

10.2 Notices

Any notice or communication to be made under or in connection with this agreement shall be given in writing, in the English language, signed by or on behalf of the party giving it, delivered personally or sent by first class post, pre-paid recorded delivery or (other than in relation to termination) by email and deemed given (unless there is evidence that it was received earlier) if delivered personally, when left at the address for the party due to receive the notice as set out in this clause, if sent by post, two business days after posting it; and if sent by email when the party has given acknowledgment of its receipt due to receive the notice.

The parties' address details for the service of notices and other communications are as follows:

Loftslagsskrá Íslands ehf. (International Carbon Registry)

Skógarhlíð 12

105 Reykjavík

Iceland

Attention: Registry administrator

Email: [e-mail]

Account holder

The address provided at the time of registration, as updated by the account holder from time to time.

11 Confidentiality

11.1 Confidential Information

ICR may publicly disclose, announce or advertise the status of the project with relevant documentation outlined in the operative documentation. ICR will not disclose any confidential information on the registry or by other means without written consent from the account holder.

Neither party may make any public disclosure, communication, or announcement about the contents of this agreement or of any of the other information of which it has become aware in connection with this agreement or in the course of the exercise of its rights or performance of its obligations under this agreement except:

· as expressly provided in this agreement;

· to the extent required by applicable law or a competent court or other competent authority;

· to the professional advisers of each party, provided that each party ensures that the matters disclosed are kept confidential; or

· in respect of the information that is lawfully in the public domain.

No announcements, press releases, circulars, advertisements, statements, or other publicity concerning the existence or the subject matter of this agreement shall be made or issued by or on behalf of the account holder through any medium (including email, the account holders website, and the internet generally) prior to the early registration/registration of the project without the prior written consent of ICR, such consent not to be unreasonably withheld.

The account holder may publicly disclose, announce or advertise that it has registered the project on any day while the agreement valid indicating the status of the registration.

12 Governing Law and Dispute Resolution

12.1 Governing Law

This agreement and all non-contractual or other obligations arising out of or in connection with it are governed by Icelandic law.

12.2 Dispute Resolution

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 rules of the Nordic Arbitration Centre shall apply. The arbitration must consist of one arbitration judge appointed by the Board of the Nordic Arbitration Center.

The parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. Notwithstanding this, a party shall not be prevented from disclosing such information in order to safeguard in the best possible way its rights vis-à-vis the other parties in connection with the dispute, or if such a right exists pursuant to statute, regulation, a decision by an authority, a stock exchange rules or similar.

Before or during any arbitral proceedings, any party may apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of the arbitral proceedings.

In the event of any claim or controversy arising out of or relating to these terms and conditions, or the breach thereof, or any other claim or controversy between the parties (any such claim or controversy, a dispute), the parties first shall attempt to settle such claim or controversy by mediation 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.

Either party may commence mediation by providing to the Nordic Arbitration Centre of the Iceland Chamber of Commerce and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested, including the amount sought in the dispute.

The parties will cooperate with the Nordic Arbitration Centre of the Iceland Chamber of Commerce, select a mediator from the Nordic Arbitration Centre of the Iceland Chamber of Commerce panel of neutrals, and schedule the mediation proceedings. The parties agree that they will participate in the mediation in good faith and that they will share its costs equally. At least fifteen (15) days prior to the commencement of the mediation, the party seeking to mediate (the Demanding party) shall give the other party all documents available to the Demanding party that support its position in the dispute.

All offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator or any Nordic Arbitration Centre of the Iceland Chamber of Commerce employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

Any dispute that has not been resolved by mediation as provided herein within thirty (30) days after commencement of the mediation shall be finally resolved by arbitration administered by the Nordic Arbitration Centre of the Iceland Chamber of Commerce. All proceedings shall be held in Reykjavík, Iceland. The arbitration will be conducted according to the provisions of the Nordic Arbitration Centre of the Iceland Chamber of Commerce Comprehensive Arbitration rules and Procedures in effect when filing the demand for arbitration. The parties will cooperate with the Nordic Arbitration Centre of the Iceland Chamber of Commerce, select an arbitrator from the Nordic Arbitration Centre of the Iceland Chamber of Commerce panel of neutrals, and schedule the arbitration proceedings. The parties shall participate in the arbitration in good faith and shall share equally in its costs.

Any court of competent jurisdiction may enforce the provisions of this clause, and the party seeking enforcement shall be entitled to an award of all costs, fees, and expenses, including attorney fees, to be paid by the party against whom enforcement is ordered.

The parties shall continue to perform their respective obligations under these terms and conditions during the pendency of dispute resolution proceedings, including mediation and arbitration.

Except as otherwise provided herein, each party shall be responsible for the payment of all of its costs associated with the resolution of any dispute, whether in mediation, arbitration, or before a court of law, including but not limited to any filing fees, mediator or arbitrator fees, its reasonable attorneys' fees, and other costs incurred in such proceeding, provided that if a dispute is initiated in bad faith, as determined by the mediator, arbitrator or court, the party initiating the dispute shall be responsible for all of the other party's defense costs.

The parties agree that neither may bring a claim nor assert a cause of action against the other, in any form or manner, more than one (1) year after the latter of:

· the date on which the claim or cause of action accrued; and

· the earliest date on which the aggrieved party could have reasonably discovered the wrong giving rise to the claim or cause of action.

13 Term

By accepting these terms and conditions, the account holder accepts and agrees to be bound by these terms and conditions (the agreement) as modified from time to time and agrees to take affirmative responsibility for the user's compliance with these terms and conditions in addition to the general terms and conditions applicable for account holders.

If the account holder does not agree to these terms and conditions, the account holder and its' users may not register and issue any instruments in the registry. These terms and conditions commence on the date on which the account holder indicates that he agrees with and accepts the terms and conditions (commencement date). These terms and conditions shall continue in effect until terminated or by the end of the last crediting period.

The current terms and conditions are accessible for review at any time at the ICR registry. When using the ICR registry, the account holder is subject to any requirements applicable to such use, which may be posted on the ICR website from time to time, including but not limited to the ICR requirement documents, ICR process requirements, templates, the ICR operating procedures and the fee schedule, each as modified or restated from time-to-time.

14 General

14.1 Survival of Clauses

The provisions of clauses 2.3, 7, 11 and 12 and schedule 1 and 2 (as well as any provisions necessary for interpretation) shall survive termination of this agreement.

14.2 Relationship of the parties

The relationship of the parties is that of independent contractors 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. Neither party shall hold itself out as having authority to do the same.

14.3 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.

14.4 Severability

If any term or provision in this agreement is held to be invalid or unenforceable in any respect. In that case, the validity and enforceability of this agreement's remaining terms and provisions of this agreement shall not in any way be affected or impaired.

14.5 Third-Party Beneficiaries

Except as set forth elsewhere in this agreement, the 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.

14.6 VAT

A sum payable under this agreement by one party to another is exclusive of any value added tax chargeable on the supply for which that sum is the consideration (in whole or in part) for value added tax purposes.

14.7 Counterparts

This agreement may be executed in counterparts, each of which will be an original and constitute the same agreement.

Schedule 1 - Definitions

In addition to definitions provided in the ICR definitions, the following definitions apply:

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 ICR.

Confidential information means:

(a) all information:

(i) to which the account holder, ICR, or any third party (to the extent such third party owes a duty of confidence to the account holder or ICR) has rights; and

(ii) which is marked to expressly indicate its confidential, restricted, or proprietary nature by the party having rights in the same, or which, under all of the circumstances, a reasonable business person should know to treat as confidential, restricted, and/or proprietary; and

(b) At the applicable time, all information is deemed to be Confidential Information pursuant to clause 18 in general Terms and conditions.

(c) Notwithstanding the foregoing, Confidential Information does not include the following information:

(i) that is, as of the time of its disclosure or after that becomes, part of the public domain through a source other than the receiving party;

(ii) that was known to the receiving party as of the time of its disclosure;

(iii) that is independently developed by the receiving party without reference to the Confidential Information of the disclosing party;

(iv) that subsequent to its disclosure is received by the receiving party from a third party not subject to any obligation of confidentiality with respect to the information disclosed; or

(v) with respect to which the disclosing party provides to the receiving party in accordance with clause 18 in general Terms and conditions or through an electronic interface comprising part of the ICR registry an express waiver of any confidentiality protection under these terms and conditions.

Default means an event of default or any event or circumstance specified in clause 8 which would, with the expiry of a grace period or the giving of notice, become an event of default.

Dispute means any disagreement, claim, or allegation, concerning the generation, creation, ownership, issuance, validity, legality, or registration of any instruments that may arise between the account holder and any third party, including ICR.

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 in accordance with clause 5.4.

Event of default means any event or circumstance specified as such in clause 8;

Force majeure means an event or circumstance which prevents ICR from performing its obligations under these terms and conditions, which event or circumstance was not anticipated as of the date these terms and conditions were agreed to, which is not within the reasonable control of, or the result of the negligence of, ICR, and which, by the exercise of reasonable commercial efforts, ICR is unable to overcome or avoid or cause to be avoided.

Government authority means:

(a) a government, whether foreign, federal, state, territorial or local;

(b) a department, office, or minister of a government acting in that capacity; or

(c) a commission, delegate, instrumentality, agency, board, or other governmental, semi-governmental, judicial, administrative, monetary, or fiscal authority, whether statutory or not, and includes any relevant international agency.

ICR bank account means the bank account nominated by ICR from time to time for the payment of fees by the account holder.

Intellectual property rights mean 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.

Improper instrument Issuance means instruments that are identified, following a review in accordance with the review criteria, as having been issued other than in accordance with the ICR requirement document or this agreement as a result of any negligence, fraud, or wilful misconduct of the by the account holder.

Interest rate means, for any date, the per annum rate of interest equal to the prime lending rate published in The Wall Street Journal on such day (or if not published on such day, on the most recent preceding day on which published), plus two percent (2%).

Loss means any loss, liability, damage, expense, or cost (including reasonable legal fees and expenses and costs of investigation or review of the project) of any kind or nature arising directly from the negligence, fraud, or willful misconduct of the account holder but does not, for the avoidance of doubt, include indirect or consequential damages, including, but not limited to, the cost of purchases in relation to improperly issued instruments, any loss, liability, damage, expense or cost which ICR recovers through the operation of clause 7.

Negligence means, in respect of an account holder or the VVB, a failure to, in good faith, perform (and seek to perform) contractual obligations.

Project agreement means these terms and conditions.

Schedule 2 - Interpretation

In this agreement:

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 a 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.

a clause, schedule, or paragraph, unless the context otherwise requires, 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);