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Terms of Service (TOS)

Contact Email: [email protected]

1. Introduction and Acceptance of Terms​

Binding Agreement​

By accessing or using any part of the Bondi Finance platform—including our websites, mobile applications, and other interfaces—you agree to be bound by these Terms of Service (the "Terms"). If you do not agree with these Terms, you must not use our services.

Authority​

If you access or use the Platform on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

Scope​

These Terms govern all access to and use of the Platform provided by Bondi Technology Inc. ("Bondi", "we", "us", or "our"), which is designed to enable the tokenization, management, and related transactions of corporate bonds ("Bond Tokens").

2. Definitions​

For the purposes of these Terms, the following definitions apply:

  • Platform: means the Bondi Finance digital ecosystem, including the websites, mobile applications, and any other interfaces operated by Bondi Technology Inc. under the domains listed above.
  • Issuer (Ensuro): Ensuro Re Ltd., acting through a segregated account established under Bermuda law (the "Cell"), which issues and backs the Bond Tokens.
  • Cell: a segregated account of the Issuer under Bermuda’s Segregated Accounts Companies Act 2000 designed to segregate assets and liabilities from the Issuer’s general account and other cells.
  • Bond Tokens: digital representations of corporate bonds that are legally issued by the Issuer (acting through the Cell) and administered via smart contracts provided by Bondi.
  • Minting Fee: means the fee charged on the issuance (minting) of new Bond Tokens, which is 1.0% of the total value of the tokens minted (0.5% Bondi platform fee + 0.5% issuer/service fee).
  • Redemption Fee: means the fee charged upon the redemption of Bond Tokens at maturity, which is 0.5% of the redemption value.
  • Early Redemption Fee: means the fee charged upon the early redemption of Bond Tokens prior to maturity (where early redemption is made available), which is 0.5% of the redemption value.
  • Coupon Fee: means the fee charged on each coupon payment processed by the Platform, which is 0.5% of the gross coupon payment.
  • U.S. Person: has the meaning given in Regulation S under the U.S. Securities Act of 1933 (as amended) and includes, without limitation, (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under U.S. laws, and (iii) any estate or trust subject to U.S. jurisdiction, in each case as interpreted under applicable U.S. securities laws.
  • User: means any individual or legal entity that accesses or uses the Platform.

3. Description of Services​

Overview​

Bondi Finance provides a platform that enables eligible Users to participate in the tokenization of corporate bonds. Our services include:

  • Issuance (Minting) of Bond Tokens: Facilitating the creation of digital tokens that represent corporate bonds.
  • Redemption of Bond Tokens: Allowing the redemption of Bond Tokens at the maturity of the underlying bonds.
  • Processing Coupon Payments: Distributing periodic coupon payments to Bond Token holders, net of applicable fees.

Platform Role​

Bondi acts solely as a developer and provider of the software platform and smart contracts. All transactions are executed on a public blockchain via Users' self-custodial wallets. Bondi does not operate as a digital asset or derivatives exchange and does not provide trade execution or clearing services. Bond Tokens are legally issued by the Issuer (Ensuro Re Ltd., acting through the Cell) under Bermuda law. Bondi provides and maintains the smart contracts and user interfaces under authorization from the Issuer. All secondary transactions occur peer-to-peer directly between Users' blockchain addresses.

You acknowledge that the smart contracts may include compliance- and lifecycle-related controls (including freezing, forced transfers, and/or token burns) that may be triggered only:

  1. to comply with binding legal or regulatory obligations, including sanctions programmes, court orders, and other binding directives of competent authorities; and/or
  2. to implement Bond Token lifecycle and issuer-directed operational events consistent with the Bond Tokens’ governing documents (for example, maturity redemptions, issuer calls/partial calls that require burning all or a pro-rata portion of Bond Tokens and distributing the related proceeds to Bond Token holders, or other required settlement mechanics).

Bondi will not exercise such controls for unilateral commercial reasons unrelated to the above.

Segregated Accounts; Bankruptcy Remoteness; Limited Recourse​

Bond Tokens are issued by, and constitute limited-recourse obligations of, the Cell only. All cash and assets contributed to, acquired for, or otherwise credited to the Cell (including underlying bonds, coupon proceeds, redemption proceeds, and reserves) are held to the credit of the Cell and, by operation of Bermuda’s segregated accounts regime, are intended to be legally segregated and insulated from the liabilities of (i) the Issuer’s general account, (ii) any other segregated account of the Issuer, and (iii) Bondi Technology Inc. and its affiliates. Holders of Bond Tokens and other creditors in respect of the Bond Tokens have recourse solely to the specific Underlying Bond assets corresponding to their Bond Tokens held within the Cell and have no recourse to the assets of the Issuer’s general account, any other segregated account, or Bondi Technology Inc. The segregated-accounts structure is designed to achieve bankruptcy remoteness; however, its effectiveness may be affected by applicable law, court orders, regulatory actions, fraud, misappropriation, operational error, commingling, or extraordinary intervention. No assurance can be given that courts in all jurisdictions will give effect to the segregation of assets and liabilities of the Cell in all circumstances.

4. Disclaimers and Important Notices​

Software and Service Disclaimer​

Bondi is the developer and owner of the software that powers the Platform. However, Bondi does not operate a digital asset exchange or offer trade execution or clearing services.

  • User Transactions: All transactions involving Bond Tokens occur directly on a public blockchain and are executed via Users' self-custodial wallets. Bondi has no control over the underlying blockchain protocols and does not intervene in the execution of these transactions.
  • Limited Control Measures: While Bondi cannot restrict access to self-custodial wallets, you acknowledge that the smart contracts may permit controls (including freezes, forced transfers, and/or token burns) only (i) to comply with binding legal or regulatory obligations (including sanctions programmes and court orders) and/or authenticated directives of competent authorities, and/or (ii) to implement Bond Token lifecycle and issuer-directed operational events consistent with the Bond Tokens’ governing documents (for example, maturity redemptions and issuer calls/partial calls). Bondi will not initiate such measures for unilateral commercial reasons unrelated to the above.

No Financial Solicitation​

The information contained on this Platform and its associated websites is provided for informational purposes only and is not intended to solicit, offer, or provide any financial product or service directly.

Regulatory Status of Bond Tokens​

BOND TOKENS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR ANY OTHER SECURITIES REGULATORY AUTHORITY. ACCORDINGLY, BOND TOKENS MAY NOT BE OFFERED, SOLD, OR DELIVERED TO U.S. PERSONS OR FOR THEIR BENEFIT, AND MAY BE AVAILABLE ONLY TO USERS WHO ARE NON-U.S. PERSONS, SUBJECT TO APPLICABLE LAWS.

For clarity, Bond Tokens are legally issued in Bermuda by the Issuer (Ensuro Re Ltd., acting through the Cell), which operates under regulatory oversight of the Bermuda Monetary Authority. Bondi Technology Inc. does not issue Bond Tokens or hold underlying assets; it provides the software infrastructure and user interfaces through which Users interact with the Issuer’s smart contracts.

"As Is" and "As Available" Basis​

To the maximum extent permitted by law, the Platform, its software, and the Services are provided on an "as is" and "as available" basis without any representations, warranties, or conditions of any kind, whether express or implied.

  • No Warranty: Bondi expressly disclaims all warranties, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, security, availability, reliability, accuracy, and non-infringement.
  • No Guarantee of Uninterrupted Service: Bondi does not guarantee that the Platform or Services will be uninterrupted, error-free, or secure. Bondi shall not be liable for any loss or damage arising from the use or inability to use the Platform, including but not limited to data loss, system failures, or force majeure events.

5. Fees and Payment Terms​

Minting Fee​

When new Bond Tokens are issued, a Minting Fee of 1.0% of the total token value will be automatically deducted from the transaction amount (0.5% Bondi platform fee + 0.5% issuer/service fee).

Redemption Fee​

Upon redemption of Bond Tokens at maturity, a Redemption Fee of 0.5% of the redemption value will be applied and deducted from the proceeds.

Early Redemption Fee​

Where early redemption is made available for a given Bond Token, an Early Redemption Fee of 0.5% of the early redemption value will be applied and deducted from the proceeds.

Coupon Fee​

Each coupon payment processed through the Platform will incur a Coupon Fee of 0.5%, deducted from the gross coupon amount before distribution to Bond Token holders.

Fee Adjustments​

Bondi reserves the right to modify the fee structure upon providing advance notice through the Platform. Continued use of the Platform after such modifications constitutes acceptance of the updated fees.

Non-Refundable Nature​

All fees are non-refundable once processed as part of a transaction.

6. User Obligations and Account Security​

Accuracy and Completeness​

Users shall provide accurate, current, and complete information when registering or interacting with the Platform. Inaccurate or incomplete information may result in suspension or termination of access.

KYC/AML and Identity Verification​

You must complete Know Your Customer ("KYC") and Anti-Money Laundering ("AML") checks prior to engaging in any activity on the Platform. Bondi operates an identity-verification process using idenfy (or a substantially similar service). By proceeding, you authorize Bondi to collect, process, and verify your identification information and to share such information and results with the Issuer to satisfy applicable compliance obligations. You acknowledge and agree that failure to successfully complete or maintain KYC/AML approval may result in denial, suspension, or termination of access.

Self-Custodial Wallet Responsibility​

Since all Bond Tokens are transacted on a public blockchain via Users' self-custodial wallets, each User is solely responsible for the security, control, and backup of their wallet credentials and private keys. Bondi Technology Inc. shall have no liability for any loss, theft, or compromise arising from the User's failure to maintain adequate security.

Compliance with Applicable Laws​

Users agree to comply with all applicable laws and regulations, including, without limitation, those of Bermuda (in respect of the Issuer and the Cell), Panama (in respect of Bondi), and any other legal requirements in their jurisdiction. Users are solely responsible for determining the legal status of using the Platform in their respective locales.

Security and Prohibited Conduct​

Users must maintain the confidentiality of their account and wallet information. Any unauthorized use of an account is the sole responsibility of the User.

Token control actions. You acknowledge that Bondi Technology Inc. may technically effect a freeze, forced transfer, and/or token burn only:

  1. where such action is mandated by law, regulation, court order, sanctions list, or other binding directive, or at the authenticated written direction of competent authorities; and/or
  2. where such action is necessary to implement Bond Token lifecycle and issuer-directed operational events consistent with the Bond Tokens’ governing documents (for example, maturity redemptions, issuer calls/partial calls, and related settlement mechanics).

Bondi will not exercise these technical measures unilaterally for commercial reasons unrelated to the above.

Restricted Jurisdictions​

U.S. Persons are not permitted to access or use the Platform or receive Bond Tokens under any circumstances.

In addition, the Platform and all associated services are strictly prohibited from being offered to, accessed by, or used by Users who are located in, resident of, or accessing from the following jurisdictions (the "Restricted Jurisdictions"):

Afghanistan, Albania, Belarus, Bosnia and Herzegovina, Central African Republic, Congo (Brazzaville), Cuba, Hong Kong, Iran, Iraq, Côte d'Ivoire, Lebanon, Libya, Mali, Myanmar, Nicaragua, North Korea, Panama, Russia, Serbia, Slovenia, Somalia, South Sudan, Sudan, Syrian Arab Republic, United States of America, Venezuela, Yemen, Zimbabwe, Angola, Algeria, Burkina Faso, Cameroon, Croatia, Congo (Kinshasa), Haiti, Kenya, Monaco, Mozambique, Namibia, Nigeria, Philippines, South Georgia and the South Sandwich Islands, South Africa, Tanzania, Viet Nam, Palestine.

By accessing or using the Platform, you represent and warrant that you (i) are not a U.S. Person and (ii) are not located in, resident of, or accessing from any of the Restricted Jurisdictions listed above. Bondi Technology Inc. employs geofencing and other technological measures to enforce these restrictions. Use of the Platform and Bond Tokens also remains subject to any additional eligibility restrictions published by the Issuer or required by applicable law.

7. Risk Disclosures and Assumption of Risk​

Inherent Risks​

Users acknowledge that the tokenization and trading of corporate bonds via Bond Tokens involve significant risks, including but not limited to:

  • Market Risk: Fluctuations in the market value of corporate bonds and, correspondingly, Bond Tokens.
  • Operational Risk: Risks associated with blockchain technology, including network congestion, technical failures, or potential security breaches.
  • Regulatory Risk: Potential changes in applicable laws and regulatory frameworks that may affect the Platform or the value of Bond Tokens.

No Investment or Financial Advice​

All information provided on the Platform is for informational purposes only. Nothing on the Platform constitutes financial, investment, legal, or tax advice. Users should seek independent professional advice before making any investment decisions related to Bond Tokens.

Assumption of Risk​

By using the Platform, Users acknowledge that they fully understand and assume all risks associated with the issuance, management, and trading of Bond Tokens. Bondi Technology Inc. shall not be liable for any losses incurred as a result of these risks, to the fullest extent permitted by applicable law.

8. Intellectual Property and Proprietary Rights​

Ownership​

All content, software, trademarks, and other intellectual property on the Platform are the exclusive property of Bondi Technology Inc. or its licensors. No rights are granted to Users except as expressly provided herein.

User-Submitted Content​

Where permitted, Users may submit content (such as comments or feedback) to the Platform. By doing so, Users grant Bondi a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute such content for purposes including the operation, improvement, and promotion of the Platform.

Restrictions​

Users are expressly prohibited from copying, modifying, distributing, or creating derivative works based on any portion of the Platform or its content without the prior written consent of Bondi Technology Inc. Unauthorized use may result in termination of access and further legal action.

9. Prohibited Activities​

General Prohibitions​

Users agree not to engage in any activities that could harm Bondi Technology Inc., its Users, or third parties. Without limitation, Users shall not:

  • Use the Platform for any unlawful, fraudulent, or harmful purposes.
  • Attempt to bypass or undermine the security features of the Platform.
  • Transmit or introduce malicious software, viruses, or any harmful code.
  • Engage in money laundering, terrorist financing, or any related activities.

Enforcement​

Bondi Technology Inc. reserves the right to monitor Platform activity and to take immediate action—such as restricting or terminating Platform access—against any wallet suspected of engaging in prohibited activities or violating these Terms. For the avoidance of doubt, any freeze, forced transfer, and/or token burn can occur only in accordance with the limited circumstances described elsewhere in these Terms (including compliance with binding legal or regulatory obligations and/or Bond Token lifecycle and issuer-directed operational events).

10. Modification, Suspension, and Termination​

Right to Modify​

Bondi Technology Inc. reserves the right to modify, update, or amend these Terms or any portion of the Platform or Services at any time to reflect changes in our business, technology, or applicable law.

Notice of changes. We will post the updated Terms on the Platform. Where reasonably practicable, and where required by applicable law or where the change is material, we will provide advance notice through the Platform and/or by email. Users are responsible for reviewing the most current version of these Terms periodically. Continued use of the Platform following any modifications constitutes acceptance of the updated Terms.

Suspension or Termination​

Bondi may, in its sole discretion, suspend or terminate access to the Platform or any part thereof, with or without prior notice, for reasons including, but not limited to:

  • Violation of these Terms or applicable laws and regulations;
  • Security or technical concerns, including suspected fraudulent or harmful activity; or
  • Necessary operational or maintenance requirements.

Suspension or termination does not absolve Users of any outstanding obligations or fees incurred prior to such action.

Wallet Functionality and Token Measures​

While Bond Tokens reside on a public blockchain within Users' self-custodial wallets—which cannot be revoked or restricted in their inherent functionality—the smart contracts may enable freezes, forced transfers, and/or token burns only to the extent necessary to (i) comply with binding legal or regulatory obligations (including sanctions or court orders) or authenticated written instruction of competent authorities, and/or (ii) implement Bond Token lifecycle and issuer-directed operational events consistent with the Bond Tokens’ governing documents (for example, maturity redemptions, issuer calls/partial calls, and related settlement mechanics). Bondi will not otherwise interfere with the transferability of your Bond Tokens for unilateral commercial reasons unrelated to the above.

11. Indemnification​

User Indemnity​

You agree to indemnify, defend, and hold harmless Bondi Technology Inc. and its officers, directors, employees, agents, and affiliates ("Indemnified Parties") from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Your use of the Platform or Services;
  • Any breach or violation of these Terms;
  • Any misrepresentation or inaccuracy in the information you provide; or
  • Your violation of applicable laws or regulations.

Defense Cooperation​

In the event of a claim subject to indemnification under these Terms, Bondi will notify you in writing. You agree to cooperate fully in Bondi's defense and shall not settle any claim without Bondi's prior written consent, which shall not be unreasonably withheld.

12. Limitation of Liability​

Exclusion of Damages​

To the maximum extent permitted by applicable law, Bondi Technology Inc. and its Indemnified Parties shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages (including, without limitation, loss of profits, revenue, data, or use) arising out of or in connection with your use of, or inability to use, the Platform or Services.

Aggregate Liability Cap​

Notwithstanding any other provision herein, Bondi's aggregate liability to you for any claims, whether arising in contract, tort, or otherwise, shall not exceed the greater of (i) the total fees you have paid to Bondi in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) any other amount as permitted under applicable law.

"As Is" Provision​

The Platform and Services are provided "as is" and "as available" without any warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, or non-infringement. Bondi does not guarantee uninterrupted or error-free operation of the Platform.

13. Dispute Resolution and Governing Law​

Governing Law​

These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Panama, without regard to its conflicts of law principles. For the avoidance of doubt, matters relating to the issuance, custody, and administration of Bond Tokens by the Issuer (including the Cell) are subject to the governing instruments of the Cell and applicable Bermuda law and regulation; however, this does not alter that these Terms govern your access to and use of the Platform provided by Bondi.

Disputes Relating to Bond Tokens (Issuer)​

Any dispute, controversy, or claim arising out of or relating to the issuance, custody, or administration of Bond Tokens, or your rights as a token holder vis‑à‑vis the Issuer and the Cell, shall be resolved in accordance with the Issuer’s dispute‑resolution terms, which provide for Bermuda law and binding arbitration (currently administered under the JAMS Comprehensive Arbitration Rules, conducted in Bermuda and remotely to the extent permitted). This Issuer‑level dispute resolution is separate from, and in addition to, the Panama‑law arbitration terms above governing your use of the Platform.

Dispute Resolution Process​

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or your use of the Platform, the parties agree to first attempt to resolve the matter through good faith negotiations. If the dispute is not resolved within thirty (30) days, it shall be submitted to binding arbitration in Panama City, Panama, in accordance with the rules of arbitration applicable in Panama. The arbitration proceedings shall be conducted in Spanish, and the arbitrator's decision shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Waiver of Class Actions​

Unless prohibited by law, any dispute resolution will be conducted solely on an individual basis, and Users waive any right to participate in class, consolidated, or representative actions.

Interim Relief​

Notwithstanding the dispute resolution process, either party may seek interim or provisional relief from a court of competent jurisdiction to protect its rights or property pending the outcome of arbitration.

14. General Provisions​

Severability​

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

Entire Agreement​

These Terms constitute the entire agreement between you and Bondi Technology Inc. regarding your use of the Platform and supersede all prior or contemporaneous understandings, agreements, representations, or warranties, whether oral or written, except that your rights and obligations relating to the issuance, custody, administration, and economic entitlements of Bond Tokens are governed by the Issuer’s governing documents for the applicable Cell (including any token-holder participation agreement and issuer-level terms), and applicable Bermuda law and regulation.

If there is a conflict between these Terms and any Issuer governing document, then:

  1. for matters relating to Platform access and use, these Terms control; and
  2. for matters relating to Bond Token issuance, token-holder rights, and Cell-level mechanics, the Issuer governing document controls.

Amendments​

Bondi reserves the right to amend these Terms at any time. Amendments will be posted on the Platform, and your continued use of the Platform constitutes your acceptance of such changes.

Assignment​

You may not assign or transfer any rights or obligations under these Terms without the prior written consent of Bondi, except that Bondi may assign these Terms in its entirety without notice.

Notices​

Any notices or communications under these Terms must be in writing and delivered by email, posted on the Platform, or sent by registered mail to the address provided in your account or as otherwise notified by Bondi.