Risk Disclosure

This Risk Disclosure is provided to ensure that you fully understand the material risks associated with using the Nodera platform before committing any funds. Please read this document carefully and in its entirety. By registering an account or making any deposit, you confirm that you have read, understood, and accepted this Risk Disclosure.

Nothing in this document or anywhere on the Platform constitutes financial advice, investment advice, or a recommendation to invest. You should seek independent professional advice before making any financial decision.

1.1. Nodera Ltd provides users with the ability to rent shares of GPU/CPU compute infrastructure operated by the Company. Revenue distributed to users is generated from payments made by B2B clients for access to that compute capacity.

1.2. Nodera Ltd is a private company limited by guarantee, incorporated in England and Wales (Company No. 16990791). It is not a bank, authorised deposit-taker, investment fund, securities exchange, or firm authorised and regulated by the Financial Conduct Authority (FCA) for the purposes of the Financial Services and Markets Act 2000 (FSMA).

1.3. Funds held on the Platform are not protected by the Financial Services Compensation Scheme (FSCS). You will not have access to the Financial Ombudsman Service (FOS) in respect of disputes arising from your use of the Platform.

1.4. Participation in the Platform should be considered speculative in nature. You may lose some or all of the funds you deposit.

2.1. All yield ranges, projected returns, and reward estimates displayed on the Platform are illustrative figures based on historical cluster utilisation and anticipated B2B client demand. They are forward-looking estimates only and do not constitute a guarantee, warranty, or representation of future performance.

2.2. Actual returns may be materially lower than any figure projected, or may be zero, depending on factors including but not limited to:

• Fluctuations in B2B client demand for compute capacity;
• Hardware failures or scheduled maintenance periods;
• Increased competition in the compute infrastructure market;
• Changes in energy costs or data centre operating expenses;
• Regulatory, technical, or operational disruptions;
• Force majeure events including natural disasters, war, or pandemic.

2.3. Past utilisation rates and past reward distributions are not indicative of future results.

3.1. Your deposited capital is not guaranteed, insured, or protected by any government, regulatory body, or compensation scheme.

3.2. In the event that Nodera Ltd is unable to continue operations for any reason — including insolvency, regulatory action, force majeure, or technical failure — you may lose some or all of your deposited funds.

3.3. As a company limited by guarantee, Nodera Ltd has no share capital. The financial guarantee of the sole member is limited to £1. Users have no claim over Company assets beyond what is recoverable in formal insolvency proceedings.

3.4. You must not deposit funds that you cannot afford to lose in their entirety. Only allocate capital that is genuinely surplus to your essential financial needs and existing obligations.

4.1. All deposits and withdrawals on the Platform are made in cryptocurrency. Cryptocurrency assets are highly volatile and subject to rapid and significant price movements that may occur at any time, without warning.

4.2. The USD-equivalent value of your account balance may fluctuate materially as a result of cryptocurrency market movements, irrespective of any rewards accrued on the Platform.

4.3. Cryptocurrency markets are largely unregulated globally and may be subject to manipulation, sudden liquidity constraints, exchange failures, and technical disruptions.

4.4. Blockchain transactions are irreversible once confirmed. Errors in withdrawal destination addresses cannot be corrected. Nodera Ltd bears no liability for funds transmitted to an incorrect address provided by you.

4.5. Regulatory treatment of cryptocurrencies continues to evolve in the UK and globally. Future regulatory changes may affect the ability to deposit, withdraw, or transact on the Platform.

5.1. Funds committed to an active Plan are locked for the duration of the rental term as specified at the time of purchase. Early redemption of capital is not available unless explicitly stated on the Platform.

5.2. Reward accruals credited to your Available balance may be withdrawn subject to completion of standard processing checks. Where triggered by our risk-based compliance process, identity verification may be required prior to processing. Processing times are not guaranteed.

5.3. In certain circumstances — including regulatory compliance reviews, SAR investigations, court orders, or suspected fraudulent activity — we may be required to delay or suspend withdrawal processing for an indefinite period. No interest or compensation is payable for such delays.

6.1. Nodera Ltd operates under the laws of England and Wales. The regulatory classification of compute infrastructure investment platforms continues to evolve and may be subject to change by the FCA, HMRC, or other competent authorities.

6.2. Accessing the Platform from a jurisdiction in which such activity is restricted or prohibited by local law is entirely at your own legal risk. Nodera Ltd accepts no responsibility for any regulatory, civil, or criminal consequences you may face in your jurisdiction of residence.

6.3. Future changes in applicable law, regulatory guidance, or judicial interpretation may materially affect Nodera Ltd's ability to operate, distribute rewards, or process withdrawals, potentially without notice.

7.1. Nodera Ltd applies a risk-based approach to identity verification. Not every withdrawal request will trigger a verification requirement. However, we reserve the right to request identity verification (KYC) and to conduct anti-money laundering (AML) screening in connection with any withdrawal, at any time, in accordance with the UK Money Laundering Regulations 2017 and the Proceeds of Crime Act 2002. Where verification is requested, the withdrawal will not be processed until it is successfully completed.

7.2. If you are unable or unwilling to provide required verification documentation, or if your application is declined following review, your withdrawal may be delayed or refused. Your balance may be frozen pending resolution of the compliance matter.

7.3. Where a Suspicious Activity Report (SAR) has been submitted to the National Crime Agency (NCA) in respect of your account, Nodera Ltd is legally prohibited under the "tipping off" provisions of POCA 2002 from processing your withdrawal without a defence against money laundering (DAML) consent, and from informing you of the existence or content of any SAR. In such circumstances, delays may be indefinite and we will be unable to provide an explanation.

7.4. Providing false, misleading, or incomplete information during identity verification is a criminal offence under the Fraud Act 2006 and may constitute a money laundering offence under POCA 2002.

7.5. You acknowledge and accept that regulatory compliance obligations may result in your funds being withheld or transferred to relevant authorities, in circumstances where we have no discretion to act otherwise.

8.1. The Platform depends on physical hardware, software systems, network infrastructure, and third-party service providers, all of which are subject to failure, outage, or cyberattack.

8.2. Nodera Ltd implements security controls to protect the Platform and user data, consistent with its obligations under UK GDPR and the Data Protection Act 2018 (ICO Registration Reference ZA872441). However, no system is entirely immune from security breach. A successful cyberattack could result in loss of funds or personal data.

8.3. The Company operates physical server infrastructure at multiple locations. While we maintain redundancy and backup systems, hardware failure, data centre outages, power disruption, or natural disasters may affect cluster availability and reward accruals without warning.

8.4. We do not guarantee continuous or uninterrupted access to the Platform.

9.1. Your use of a Plan creates a contractual relationship solely with Nodera Ltd. Your ability to receive rewards and to withdraw funds depends entirely on the continued financial solvency and lawful operation of the Company.

9.2. B2B clients are the source of revenue from which rewards are distributed. A reduction in client demand, client payment defaults, loss of key commercial relationships, or inability to source new clients may reduce or eliminate reward distributions, potentially to zero.

10.1. You are solely and exclusively responsible for determining, reporting, and discharging any tax liabilities arising from your use of the Platform, including income tax, capital gains tax, and any equivalent obligations in your jurisdiction of residence.

10.2. The tax treatment of compute infrastructure returns, cryptocurrency gains, and referral earnings varies by jurisdiction and may change as a result of legislative or regulatory developments. Nodera Ltd does not provide tax advice and accepts no liability for your tax position.

11.1. Nodera Ltd is not authorised by the Financial Conduct Authority. Nothing on the Platform, in these documents, in any email, or in any other communication from the Company constitutes regulated financial advice, a personal recommendation, or an invitation to invest within the meaning of the Financial Services and Markets Act 2000.

11.2. You have made your own independent assessment of the Platform and the risks involved. You have not relied upon any representation by the Company or its representatives other than those set out expressly in these legal documents.