TERMS & CONDITIONS | interDependence Agency

The interDependence Agency Terms and Conditions

Last Modified: 19th August 2019

1. What are these Terms and Conditions?

These Terms and Conditions set out the terms on which the interDependence Agency provides the interDependence Network Platform and associated mobile applications, as well as its websites (this includes the domains interdependence.agency, interdependence.community, interdependence.network and their associated subdomains), herein referred to collectively as “the Platform”. These Terms and Conditions apply to all donations made through the Platform in exchange for interDependence Climate Action Bond tokens.

Please review these Terms and Conditions carefully and make sure that you understand them before using the Platform and/or making a donation. If you do not agree to these Terms and Conditions, you will not be allowed to and must cease use of the Platform and must not make a donation through the Platform.

2. Acceptance of Terms and Conditions

By using the Platform and/or making a donation, you accept and agree to be bound by these Terms and Conditions.

The interDependence Agency may at any time modify these Terms and Conditions. The interDependence Agency will notify you of major changes to these Terms and Conditions either by emailing you (at the email address entered by you into the registration form on the Platform) and/or by posting a notice on the Platform. By continuing to use the Platform and/or making any donation after changes to these Terms and Conditions are made and notified to you, you agree to be bound by such changes.

You can review the most current version of our Terms and Conditions at any time by clicking on the “Terms and Condition” link located at the bottom of the website or within the Platform. It is your responsibility to ensure that you are familiar with the current Terms and Conditions. You are advised to check the above link on a regular basis.

3. Definitions

In these Terms and Conditions:

“Account” means the account of a Community Member which is created when a Community Member registers on the interDependence Network Platform by completing the registration form on the Platform.

“The interDependence Agency” and “us” are references to The interDependence Agency Ltd, a UK-registered not-for-profit company limited by guarantee with no share capital with registered number 11689026 and registered address at: 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX.

“The interDependence Treasury” is a UK-registered not-for-profit company limited by guarantee with no share capital with registered number 11947633and registered address at: 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX. The interDependence Treasury is the recipient of all donations made on the Platform.

“Community Member”, “User”, “Your”, “You” means a user of the Platform.

“Fiat currency” means any national government-issued currency (such as pounds sterling) but not any Virtual Currency.

“Donation” means any donation made using fiat currencies using our Platform. With each Donation interDependence Climate Action Bonds will be issued to the Donor.

“Purchase interDependence Climate Action Bonds” or “Invest in interDependence Climate Action Bonds” also means making a donation using fiat currencies using our Platform in exchange for receiving interDependence Climate Action Bonds.

“Platform” means the interdependence Network Platform published and maintained by interdependence Agency at interdepenedence.network and its subdomains as well as iOS, Android and Windows versions or Progressive Web Apps.

“Transaction” means any transaction occurring on the Platform whether that be the processing of a Donation or the transferring on any form of a digital token from one account to another on the Platform.

“Token” means any digital token issued and used exclusively on the Platform. This includes:

“interDependence Climate Action Bond” tokens (also referred to as “interDependence Climate Action Bond(s)”, “interDependence Bond(s)” or “iD Bond(s)”);
interDependence Climate Action Credit tokens (also referred to as “interDependence Climate Action Credit(s)”, “interDependence Credits(s)” or “iD Credit(s)”);
interDependence Climate Action Points tokens (also referred to as “interDependence Climate Action Points(s)”, “interDependence Points(s)” or “iD Point(s)”);

“Transfer” means sending or receiving digital tokens from one account to another on the Platform.

4. What is The interDependence Agency and interDependence Network Platform?

“The interDependence Agency” is a UK-registered not-for-profit company limited by guarantee with no share capital with registered number 11689026 and registered address at: 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX.

The interDependence Agency operates the Platform, where the platform is an electronic app-based interface through which our Community Members can:

Communicate with other Community Members; including

Creating custom groups (circles)
Joining location-based groups (spheres)

Make a donation in exchange for interDependence Bonds;

Transfer tokens where applicable to other Community Members.

5. Registering as a Community Member

To be eligible to use the Platform, you must be of at least 13 years of age.

If You wish to make a donation, you will first be required to register as a Community Member.

Completion of the new Community Member registration form which can be found on the mobile app and requires the following fields:

Full name
Email address
Password
Acceptance of this Agreement

If You wish to make a donation over a certain amount, you may be required to submit additional information, which includes:

Full name
Email address
Password
Acceptance of this Agreement
Address
Telephone number
Date of Birth
Identification Documents

In order to ensure that the interDependence Treasury Ltd is complying with anti-money laundering regulations we employ a Know Your Donor policy that is as follows:

To accept donations of any amount we require the first name, last name and email address of the individual donor or organisation.
For donations of between £5-50k in the value we require the first name, last name, email address and postal address of the individual donor or organisation.
For donations of above £50k in the value we require the first name, last name, email address, postal address and proof of identification of the individual donor. In the case of an organisation we require official documentation confirming the identity of the organisation.

In submitting these and other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update The interDependence Agency using the Platform if any information changes, such as change of address.

6. interDependence Climate Action Bond

General Summary

When an individual or organisation makes a donation to the interDependence Treasury Ltd they receive interDependence Climate Action Bond tokens.
interDependence Climate Action Bond tokens are digital tokens representing an electronic certificate issued to the electronic wallet on the interdependence.network platform of the individual or organisation making a donation to the interDependence Treasury Ltd.
interDependence Climate Action Bond tokens can be used as a medium of exchange or held as a store of value on the interdependence.network platform.
For the avoidance of doubt interDependence Climate Action Bond tokens are not to be confused with “bonds” in the traditional sense of fixed or floating coupon securities issued in capital markets.
Once a donation has been made to the interDependence Treasury Ltd, interDependence Climate Action Bond token is not redeemable for fiat currency.
interDependence Climate Action Bond tokens do not receive any dividends from the interDependence Treasury Ltd.
interDependence Climate Action Bond tokens do not confer any voting rights concerning how funds raised from donations are spent by the interDependence Treasury Ltd.
Funds raised from donations are used by the interDependence Treasury Ltd to invest in sustainable infrastructure assets, including renewable energy, sustainable food production, climate resilience housing (at least 80%) and to invest in climate solutions, digital tools enabling community action on climate change and growing the interDependence movement (up to 20%)

Bond issuance price - fixed and floating valuation era

Fixed valuation era

interDependence Climate Action Bonds will be issued at a value of 1 interDependence Climate Action Bonds for £1 Pound Sterling (GBP) until the value of each interDependence Climate Action Bonds exceeds £1 as calculated by the following formula:

Value of interDependence Climate Action Bonds = Net Asset Value of all the assets held by the interDependence Treasury/number of interDependence Climate Action Bonds in the issuance

Floating valuation era

Once the value of each interDependence Climate Action Bond exceeds £1, the Directors of the interDependence Treasury will, at their discretion, determine whether to issue new interDependence Climate Action Bonds at their fair market value above £1 or keep their issuance price at £1.

For example, the Directors of the interDependence Treasury may determine that it is in the best interests of the interDependence Community to delay an increase in issuance price until 2 consecutive year’s worth of data is available for the Net Asset Value of the assets held.

No capital redemptions

interDependence Climate Action Bond token holders will not be entitled to redeem their Bonds for fiat money (Pounds, Euros, Dollars etc.) once they have made a deposit to the interDependence Treasury Ltd.

No dividends

interDependence Climate Action Bondholders will not be entitled to receive dividends from the interDependence Treasury Ltd.

No voting rights

interDependence Climate Action Bond token holders will not be entitled to vote on how the interDependence Treasury allocates funds.

Spending interDependence Bonds on the interDependence Network community platform

The long term objective is to develop a marketplace on the interDependence Network in which interDependence Climate Action Bonds can be exchanged for goods and services offered by third parties.

The interDependence Treasury will aim to make its investment into renewable energy, sustainable food production and housing infrastructure contingent on those projects accepting interDependence Climate Action Bonds for a portion of their services, increasing the number of places in which the Bonds can be spent.

Liquidation scenario

In the event that insufficient funds are raised to effectively invest in sustainable infrastructure assets as detailed in the interDependence Climate Action Bond whitepaper.8August2019, the balance will be allocated to climate solutions, such as planting trees.

In the event that the interDependence Treasury Ltd is wound up, its assets will be transferred to another not-for-profit or charitable organisation whose mission and values the Directors deem to be in alignment with those of the interDependence concept.

For further information please refer to the interDependence Climate Action Bond whitepaper.

7. Payment

The interDependence Agency uses Mangopay as a third-party supplier to process payments for Donations made on the Platform.

With each successful account creation, a Mangopay account will also be opened on behalf of our Community Members to process any Donations made.

Community Members have the option to store their credit/debit card information (16 digits + 3 digit code) for making future Donations. This credit/debit card information will be stored on the Mangopay platform as per Mangopay’s Terms and Conditions. This credit/debit card information will not be stored on interDependence servers.

Community Members will be required to pay the transaction fees when making a Donation.

By making Donations on the Platform Community Members are agreeing to Mangopay’s Terms and Conditions, available here: https://www.mangopay.com/en_UK/start/download-tcs/

8. Your Conduct

By downloading and/or using the Platform, You agree not to upload, post, e-mail or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Platform.

You agree and undertake to keep Your username and password confidential, not to disclose Your password to any other person and not to permit any other person to log in to the Platform using Your username and password.

You agree not to interfere with the servers or networks connected to the Platform or to violate any of the procedures, policies or regulations of networks connected to the Platform, including these Terms and Conditions.

You also agree not to:

Attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Platform to any third party, or jeopardise the correct functioning of the Platform, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Platform;
Attempt to gain access to secured portions of the Platform to which You do not possess access right;
Impersonate any other person while using the Platform;
Conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the Platform;
Resell or export the software associated with the Platform;
Use the Platform to generate unsolicited advertisements or spam; or
Use any automatic or manual process to search or harvest information from the Platform, or to interfere in any way with the proper functioning of the Platform.

9. Our Rights

In providing You with access to the Platform, and permitting you to make Donations via the Platform, The interDependence Agency reserves the following rights, and in accessing, browsing or otherwise using the Platform and/or making any Donation via the Platform you grant to The interDependence Agency and agree that The interDependence Agency shall have the following rights:

The right to refuse or withdraw your access to the Platform in accordance with applicable laws for any reason at any time (with or without notice) if in The interDependence Agency’s sole and absolute discretion you violate or breach any of these Terms and Conditions;
The right to suspend, amend or disable your account without giving you notice or any reason;
The right to amend or update the Platform or these Terms and Conditions from time to time;

10. Intellectual Property

The interDependence Agency Ltd is the sole owner of the Platform, which includes any software, domains, and content made available through the Platform.

The interDependence Agency and interDependence Network brands and the Platform are protected by the UK and international copyright and other intellectual property laws. Without limitation, this means that You may not sell, export, license, modify, copy, distribute or transmit the Platform (or any part of it) or any material provided through the Platform without The interDependence Agency’s prior express written consent.

Any unauthorised use of the Platform will result in the termination of Your Account on the Platform.

The interDependence Agency and its graphics, logos, icons, and service names related to the Platform are registered and unregistered trademarks for the interDependence Agency. They may not be used without the interDependence Agency’s prior express written permission.

All other trademarks not owned by The interDependence Agency that appear in connection with the Platform are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by The interDependence Agency.

11. Security

Whilst we have implemented commercially reasonable technical and organisational measures to secure Your personal information from unauthorised use, we cannot guarantee that unauthorised third parties will never be able to defeat those measures. You acknowledge that You provide Your personal information at Your own risk.

12. Electronic Communications

By using the Platform, You consent to receive electronic communications and notices from The interDependence Agency. You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

13. Privacy

You provide us with information when You register an Account on the Platform. We also collect information both relating to You (for example on Your usage and Donations history) and to Community Members of the Platform in general. Any information that You submit or that we collect when You are using the Platform is subject to The interDependence Agency Privacy Policy, the terms of which are hereby incorporated into these Terms and Conditions.

14. No Warranty and Liability Limit

The interDependence Agency provides Platform “as is” and without any warranty or condition, whether express, implied or statutory.

The interDependence Agency assumes no liability or responsibility for any errors or omissions in the Platform; any failures, delays or interruptions in the Platform or in the processing of any Transaction.

The interDependence Agency reserves the right to deliver the Platform at its sole and absolute discretion.

In no event shall The interDependence Agency, its directors, officers, employees or agents be liable (jointly or severally) to You for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Platform.

The interDependence Agency specifically excludes liability for any loss, harm, distress or damage suffered by You or any third party as a result of inaccurate information appearing on the Platform.

15. Indemnity

You agree to indemnify and hold The interDependence Agency and The interDependence Treasury and each of their respective directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys’ fees and court costs, arising, directly or indirectly, out of Your breach of these Terms and Conditions and/or Your violation of any law or the rights of any third party.

16. Disputes

You agree that these Terms and Conditions and any claim, dispute or controversy arising out of in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims), the Platform or any related transaction between You and The interDependence Agency or The interDependence Treasury shall be governed by and construed in accordance with English law.

Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.

17. Termination

The interDependence Agency may change or discontinue the availability of the Platform and at any time without prior notice. The interDependence Agency reserves the right to terminate these Terms and Conditions for any reason, without notice, and these Terms and Conditions shall automatically terminate in the event that You violate any of the Terms and Conditions set forth herein (with prejudice to our accumulated rights against You).

18. General

These Terms and Conditions set forth the entire understanding and agreement between You and The interDependence Agency with respect to the subject matter hereof.