Stabiliti Platform Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR PLATFORM. WE WILL ONLY USE YOUR PERSONAL INFORMATION AS SET OUT IN OUR PRIVACY POLICY HERE privacy policy. FOR DETAILS REGARDING OUR INTELLECTUAL PROPERTY RIGHTS IN THE PLATFORM, PLEASE SEE OUR WEBSITE TERMS OF USE HERE terms of use.

Last updated: 1 March 2024

1. About Stabiliti Platform and the operator of the Platform

   1. Stabiliti Platform (available at https://stabiliti.io) is a carbon removal credit marketplace (Platform), which allows its users to buy and retire tokenised carbon removal credits (each a Carbon Credit), review the Carbon Credit retirement records and access any other Carbon Credit information (Content).
   2. The Platform is made available and operated by Stabiliti Ltd, a company registered in England and Wales with company number 12962740 whose registered address is 71-75 Shelton Street, London, United Kingdom, WC2H 9JQ (we/us/our).

2. About these terms

   1. Our contract with you. By registering an account with us, you confirm that you understand and accept these terms and that you agree to comply with them. These terms are a legal agreement between you and us.
   2. What do these terms cover? These terms govern the use of the Platform by registered users (Registered Users).
   3. How to contact us. You can contact us by writing to us at hello@stabiliti.io.
   4. How we may contact you. If we have to contact you, we will do so by email using the email address you provided to us in your account registration.
   5. There may be additional terms applicable. There may be additional terms posted on our Platform which also apply to your use of the Platform. These additional terms may be expressly incorporated into these terms by being mentioned here, or by being published on the Platform.
   6. We may update these terms. We reserve the right to amend these terms at any time, at our discretion. If we amend these terms, you will receive a notification prompting you to accept new terms when you log in to your account. If you do not accept new terms, you will not be able to use the Platform. These terms were most recently updated on the date stated at the top.

3. The functionality and availability of our Platform

   1. You acknowledge that the Platform is made available via the internet and as a result, the availability of the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Consequently we: (a) we do not warrant that the use of the Platform will be uninterrupted or error-free; and (b) we will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.
   2. We have the right to make any changes to the functionality of the Platform at any time without notice, including: (a) to address Registered Users’ needs; (b) to comply with any applicable laws; or (c) to add new functionalities or improve existing functionalities (including integrating the Platform with third-party platforms and services).

4. Registration on and use of our Platform

   1. You must register to use our Platform. Only Registered Users will have access to functionalities on our Platform.

   2. Eligibility to register. You must meet the criteria listed below to become a Registered User. By creating an account, you confirm that:

      1. you are at least 18 years of age;
      2. you have the full power, right and authority to agree to these terms;
      3. you have successfully passed our KYC/AML checks, if we, in our sole discretion, decide to conduct them prior to registering your account;
      4. you are not subject to any financial or other sanctions, embargoes or other restrictions, including those imposed by the US Office of Foreign Assets Control (OFAC), UK government, European Union or United Nations;
      5. you are not subject to any laws or regulations in your country of nationality or residence which would make it unlawful for you to buy or retire the Carbon Credits;
      6. you understand the risks associated with owning the Carbon Credits; and
      7. all the information provided by you to us is true and accurate.

   3. Our right to reject an account registration or to suspend or terminate any account. We will have the right to refuse to register an account on our Platform at our sole discretion, in particular, if we believe that the information provided during the account registration was incorrect or the account was opened fraudulently. We may suspend or terminate an existing account immediately and without notice if we believe that a Registered User is in breach of any of these terms, no longer meets the eligibility criteria, or if we are required to do so under any applicable law or regulations or asked to do so by a regulator or any governmental body.

   4. Keep your account details secure. You shall: (a) maintain the confidentiality and security of your account access credentials and not disclose them to anyone; and (b) update your access credentials as soon as you become aware or suspect that your credentials have been compromised, or in case of any actual or suspected unauthorised use of your access credentials. We will not be liable to you for any loss or damage you incur as a result of your breach of this section 4.4.

   5. Right to use our Platform. By accepting your account registration application and creating an account for you on our Platform, we grant to you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform, subject to your compliance with these terms, including section 4.6

   6. Prohibited uses. You shall not use the Platform for or in connection with any of the purposes or any of the manners listed below, and you acknowledge that any such use may result in immediate suspension or termination of your account and of your right to use the Platform. You shall not use the Platform to:

      1. collude with other Registered Users to manipulate the price of the Carbon Credits or in any other way affect or influence the value or the price of the Carbon Credits;
      2. conduct any unsolicited or unauthorised advertising or promotional activity or any other form of similar solicitation (spam);
      3. conduct or be involved (directly or indirectly) in any activities which are, or may result in, a breach of any applicable laws (including local, national and international law or regulation), including, but not limited to, laws against money laundering and/or terrorism financing;
      4. engage in speculative investments;
      5. engage in any activity that may bring us or our Platform and/or any other Registered User into disrepute (whether defamatory or not);
      6. conduct or be involved (directly or indirectly) in any activities which are, or may result in, a breach of any rights of any third party, including their intellectual property rights;
      7. act in any way that is unlawful, fraudulent, or has any unlawful or fraudulent purpose or effect (including providing any false, inaccurate or misleading information to us and/or any other Registered User);
      8. disseminate any content that contains viruses, or is illegal, immoral or in any other way inappropriate or harmful;
      9. interfere in any way in any software in the Platform or incorporate it into any other program or application;
      10. disassemble, decompile, reverse-engineer or otherwise attempt to obtain access to the source code, object code, algorithms, components and/or any concepts or ideas incorporated into the Platform;
      11. access any part of the Platform to build a product or service which competes with the Platform or any functionality provided by it;
      12. upload any content that contains viruses, or is illegal, immoral, or in any other way inappropriate or harmful; or
      13. assist any ineligible person in opening account on the Platform.

   7. We are not responsible for viruses and you must not introduce them. We do not guarantee that the Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access the Platform. You should use your own virus protection software. You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not attack the Platform via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you may commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Platform will cease immediately.

5. User Content

   1. All information, materials, video, audio and any other items uploaded by the Registered Users onto the Platform constitute User Content.
   2. User Content standards. All User Content submitted to the Platform: (a) must be accurate; (b) must comply with all applicable law or regulation, including in any country from which it is posted; (c) must be appropriate and not offensive; (d) must not infringe any third-party rights (including intellectual property rights or licence terms); and (e) must pass all necessary intellectual property checks (if we decide to conduct them). We are not required to monitor the User Content, but we reserve the right to remove any User Content from the Platform if it does not, in our opinion, meet these User Content standards. All Registered Users are responsible for complying with the User Content standards for any User Content they submit. We accept no liability to you or any other Registered User or third party in relation to the content, accuracy or completeness of any User Content. You will indemnify us for any loss or damage we suffer as a result of any breach by you of the User Content standards set out in this section.
   3. Ownership of User Content. For the purpose of these terms, we assume that you own your User Content. By uploading or posting it on our Platform you do not transfer any ownership to us. By uploading any User Content, you: (a) represent and warrant that you have the right to upload and publish the User Content, whether as an owner or a licensee; and (b) grant us a non-exclusive, worldwide, royalty-free, fully paid up, transferrable, sublicensable, perpetual and irrevocable licence to copy, display, upload, distribute, publish, store, and otherwise use your User Content to the extent and in such a manner as is necessary to operate the Platform.

6. Purchase of the Carbon Credits

   1. Purchase of the Carbon Credits. If you are a Registered User, you will have the right to purchase the Carbon Credits on the Platform. The Carbon Credits are the direct representations of the off-chain Carbon Credits (Off-Chain Carbon Credits) held by us in our registry or third party registries (such as Verra or Gold Standard) and stored by us on the Platform.
   2. In order to purchase the Carbon Credits, you must choose the Carbon Credits that you want to purchase and make a payment in full, in any nominated fiat or digital currency and in the amount stated on the Platform at the time of the purchase of the Carbon Credits (Purchase Price). Once the Purchase Price is paid, you will be able to see the purchased Carbon Credits in your account on the Platform. The Carbon Credits will remain stored by us on the Platform and you will have no right to sell or transfer the Carbon Credits to any third party marketplace.
   3. Taxes. The Registered Users are responsible for any taxes that may be due in connection with the transactions concluded on the Platform. It is the Registered Users sole responsibility to determine whether, and to what extent, any taxes apply to the transaction on our Platform, including purchase of the Carbon Credits, and to withhold, collect, report, and remit the correct amount of tax to the appropriate tax authorities. You will indemnify us in full in the event we are required to pay any taxes in respect of any transaction concluded by you on the Platform.

7. Retirement of the Carbon Credits

   Retirement. If you are a holder of the Carbon Credits on the Platform, you will have the right to retire such Carbon Credits on the Platform to offset your carbon footprint. There is no limit on how many Carbon Credits you can retire of those that you hold, but we have the right, at our absolute discretion, to refuse to retire the Carbon Credits on the Platform for any reason and without notice. If we refuse to retire the Carbon Credits, we will notify you of our decision via email using the email address you provided to us in your account registration. For more information on how to retire the Carbon Credits, please see our website here retirement. Once the Carbon Credits have been retired it will not be possible to reverse that process.

8. Ownership

   Carbon Credits. Once you have purchased Carbon Credits through the Platform, you are the legal owner of the Carbon Credits and we act as custodian on your behalf. However, you acknowledge that purchase of the Carbon Credits does not make you the legal owner of the Off-Chain Carbon Credits. Instead, we hereby grant you, with effect from the moment of purchase of the Carbon Credits a right to display and retire the Carbon Credits on the Platform. The carbon projects remain the legal owner of the Off-Chain Carbon Credits and we act as custodian on your behalf and will retire them on your behalf at the moment you retire the Carbon Credits on the Platform.

9. Content

   1. Content. If you are a Registered User, you will have the right to access the Content on our Platform free of charge. We are the owner, or the licensee of the Content on our Platform and we hereby grant you, with effect from the moment of your account registration a worldwide, perpetual, revocable, non-exclusive, non-transferable, royalty-free licence to access the Content for personal purpose only, with no right to commercially exploit the Content or part of it.

   2. Restrictions. You shall not, and shall not permit any other person to do or attempt to do any of the following:

      1. trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Content;
      2. take any action which would or might invalidate, challenge, oppose or otherwise put in dispute the owner’s intellectual property rights in the Content, or contravene the moral rights of the creator of the Content;
      3. use the Content in connection with any illegal activities;
      4. create any financial instrument or derivative product based on the Content; or
      5. (e)use the Content in connection with any images, videos, or any other forms of media or content that depict hatred, intolerance, violence, cruelty or anything else that could reasonably be found to constitute hate speech, infringe upon the rights of others or otherwise bring us into disrepute.

   3. Any breach of the restrictions set out in section 9.2 will result in the automatic termination of the licence to use the Content granted under section 9.1.

10. Third-party sites, products and services

    The Platform may integrate with third-party platforms or services, for example, digital wallets, carbon registries or payments processing services (Third-Party Products). You acknowledge that all Third-Party Products are provided by the relevant third parties, not by us, and are subject to the third-party terms applicable to Third-Party Products. We will not be responsible for the availability of any Third-Party Products and will not be liable to you for any matters related to the delivery of (or a failure to deliver) any Third-Party Products to you.

11. Risks

    1. Risks. You acknowledge that the Platform and the Carbon Credits utilise new types of technologies and is subject to various risks, some of which are difficult to predict. By registering an account on the Platform, you accept the following risks:

       1. changes in laws and regulations may affect your right to use our Platform, buy or retire the Carbon Credits or access the Content;
       2. transactions involving crypto currencies may be irreversible, including when they are accidental or fraudulent, which means that losses suffered may not be recoverable;
       3. the volatile nature of the Carbon Credits means that the price can fluctuate rapidly and your ability to buy or retire the Carbon Credits may be affected; and
       4. the Carbon Credits and the Content may be susceptible to fraud, cyberattacks or technological issues which may affect your ability to buy or retire the Carbon Credits or access the Content.

    2. Delays. If any transaction on the Platform is delayed by an event outside our control, for example as a result of any delays in the blockchain network, we will not be liable for delays caused by such event. You acknowledge that it will not be possible to cancel or reverse any transaction even in the circumstances of a significant delay.

    3. Cancellation. You acknowledge that all transactions on the Platform are irreversible and agree that no refunds will be due to you in any circumstances.

12. Disclaimers and liability

    1. We are not responsible or liable for the actions of users of our Platform. All Registered Users must ensure that they have all necessary rights, authorisations, and permissions to use our Platform, buy or retire the Carbon Credits or access the Content. We will not verify any user’s rights, authorisations, and permissions and we will not be liable for the acts or omissions of any Registered User.
    2. We do not provide advice. The Carbon Credits are not intended for speculative use and are not sold or represented to be financial products. The Platform and the Content should not be interpreted as giving, or be relied on, as financial advice to you or any other person. We do not give any financial or other advice, and nothing said or written by us should be relied on by you.
    3. We do not make any warranties in respect of the Platform. The Platform, the Carbon Credits and the Content are provided on an “as is” and “as available” basis and we make no representations or warranties (whether express or implied) that: (a) the Platform will meet your requirements; (b) the results, outcomes or financial returns obtained from the use of the Platform will meet your expectations; (c) the Carbon Credits will always be available for purchase on our Platform or that any specific Carbon Credit will be available; and (d) the Content will be accurate, reliable, complete, legal or safe. To the fullest extent permitted by law, we disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the Platform, the Carbon Credits or the Content. This does not affect any warranties that cannot be excluded or limited under applicable law.
    4. Limitation of liability. To the fullest extent permitted by law, in no event will we be liable to you or any third party for any: (a) loss of profit; (b) loss of sales; (c) loss of data or information; (d) damage to goodwill; (e) loss of revenue; (f) loss of use; (g) indirect, consequential, exemplary, incidental, special or punitive damages, arising in connection with the use of the Platform and/or these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and whether foreseeable or not, and even if we have been advised of the possibility of any such losses occurring. Notwithstanding anything to the contrary in these terms in no event will our total aggregate liability to you exceed £1000. The limitations and exclusions of liability in this section 12.4 or anywhere else in these terms will not apply to our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.
    5. Your liability to us. You agree to indemnify us to the fullest extent permitted by the applicable laws, and agree to defend and hold us harmless, from and against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with: (a) your use of our Platform, purchase, sale or retirement of the Carbon Credits or access of the Content; and (b) infringement by you of any third-party rights (including intellectual property rights).

13. Other important terms

    1. No partnership or agency. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and us.
    2. Assignment. We may assign our rights and obligations under these terms (without your prior express consent), provided that your rights under these terms remain unaffected. You must not assign your rights and obligations under these terms.
    3. Events outside control. Neither party will have any liability under or be deemed to be in breach of these terms for any delays or failures in performance of these terms which result from circumstances beyond its reasonable control.****
    4. Waiver. Any right or remedy granted to us for breach of these terms will be in addition to all other rights and remedies available to us. If we fail or delay to exercise any right or remedy, or only exercise the same in part, this does not mean that we waive such right or remedy in full in the future.
    5. Severance. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
    6. Third-party rights. A person or entity who is not a party to these terms has no right to enforce any of these terms.
    7. Governing law and jurisdiction. These terms and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that the courts of England and Wales will have exclusive jurisdiction to settle such disputes or claims.