Terms of Service

1.1. These Terms of Service ("Terms") govern your access to and use of the Nodera platform ("Platform"), operated by Nodera Ltd ("Company," "we," "us," or "our"), a private company limited by guarantee, incorporated in England and Wales under the Companies Act 2006, with company number 16990791, and registered office at Monomark House, 27 Old Gloucester Street, London, England, WC1N 3AX.

1.2. By registering an account, making a deposit, or using any feature of the Platform, you confirm that you have read, understood, and agree to be bound by these Terms in full.

1.3. If you do not agree to these Terms, you must not use the Platform.

1.4. We reserve the right to amend these Terms at any time. Continued use of the Platform following notification of any changes constitutes your acceptance of the revised Terms.

2.1. You must be at least 18 years of age (or the age of legal majority in your jurisdiction, whichever is higher) to use the Platform.

2.2. You must not be a resident or citizen of any jurisdiction in which participation in the Platform is prohibited by law, including but not limited to jurisdictions subject to OFAC, UN, EU, or UK financial sanctions.

2.3. By registering, you represent and warrant that:

• You are accessing the Platform on your own behalf, for your own account;
• You have full legal capacity to enter into binding agreements;
• Your participation does not violate any applicable law or regulation in your jurisdiction of residence.

2.4. We reserve the right to reject, restrict, or terminate any account if we have reason to believe eligibility conditions are not met.

3.1. You are required to provide accurate, complete, and current information during registration. You undertake to keep this information up to date.

3.2. You are solely responsible for maintaining the confidentiality of your login credentials. You must notify us immediately at support@nodera.cc if you suspect any unauthorized access to your account.

3.3. We are not liable for any loss or damage resulting from your failure to protect your account credentials.

3.4. One account per person is permitted. Creating multiple accounts may result in permanent suspension.

4.1. Risk-Based Approach. Nodera Ltd applies a risk-based approach to identity verification in accordance with its obligations under UK AML/CFT legislation. Not every withdrawal request will trigger a verification requirement. Whether verification is requested depends on factors including, but not limited to, the transaction amount, account history, withdrawal frequency, jurisdiction of the user, and the results of automated risk scoring and sanctions screening.

4.2. Regulatory Basis. Where verification is conducted, it is carried out in compliance with:

• EU Anti-Money Laundering Directives (AMLD5/AMLD6);
• FATF Recommendations 10 and 11 (Customer Due Diligence and Source of Funds);
• UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), administered by HMRC and the FCA;
• Proceeds of Crime Act 2002 (POCA 2002);
• OFAC and UK HM Treasury sanctions screening requirements;
• Any other applicable national AML/CFT legislation.

4.3. When Verification May Be Required. We reserve the right to request identity verification at any point, including prior to processing a withdrawal, where our compliance team or automated systems determine that verification is appropriate. Circumstances that may trigger a verification request include but are not limited to:

• Withdrawal requests above certain thresholds as determined by our internal risk policy;
• Unusual or sudden changes in account activity;
• Matches or partial matches against sanctions or watchlists;
• Requests from accounts flagged by automated fraud or risk detection systems;
• Any other circumstance in which we are required or entitled to carry out due diligence under applicable law.

4.4. Documents That May Be Required. Where verification is requested, we may require any or all of the following, depending on the risk level assessed:

• Government-issued photo identification (passport, national ID card, or driving licence), front and back;
• A selfie photograph holding your identification document;
• Proof of address dated within the last three months;
• Source of funds declaration, including occupation, employer or business name, and annual income range;
• Supporting documents such as payslips, employment contracts, bank statements, or tax returns;
• Any additional documentation deemed necessary by our compliance team.

4.5. Withdrawal Hold During Verification. Where a verification request has been issued in connection with a withdrawal, that withdrawal will not be processed until verification is completed to the satisfaction of our compliance team. Funds remain in your account balance during any pending verification period.

4.6. Right to Request Additional Information at Any Time. We reserve the right to request additional documentation at any time, including in respect of previously verified accounts, where required by law, regulatory guidance, or our internal risk policy.

4.7. Account Suspension for Non-Compliance. If you fail to provide requested verification documents within the timeframe specified by our compliance team, we reserve the right to suspend your account, restrict withdrawals, freeze your balance, and report the matter to relevant authorities as required by law, including the National Crime Agency (NCA) under the Proceeds of Crime Act 2002.

4.8. No Obligation to Disclose Reason. In certain circumstances required by law, we may be unable to disclose the reason for requesting additional information or for delaying a withdrawal. Where a Suspicious Activity Report (SAR) has been submitted to the NCA, we are legally prohibited under the "tipping off" provisions of POCA 2002 from informing you of that fact. You acknowledge and accept that in such circumstances we will not be able to provide an explanation for any delay or restriction applied to your account.

5.1. Deposits are accepted in USDT, USDC, BTC, and other supported cryptocurrencies as listed on the Platform at the time of deposit. Supported assets may change at any time.

5.2. All deposits are credited in USD equivalent at the prevailing exchange rate at the time of receipt.

5.3. Withdrawal requests are typically processed within 8 hours, subject to network conditions and payment provider availability. Certain withdrawal requests may be subject to identity verification as described in Section 4, depending on the risk assessment applied to the specific transaction or account. Where verification is required, processing will not commence until verification is completed to the satisfaction of our compliance team.

5.4. We do not guarantee withdrawal processing times. Delays may occur due to blockchain network congestion, regulatory compliance checks, or force majeure events.

5.5. You are solely responsible for providing correct withdrawal destination addresses. Nodera Ltd is not liable for funds lost due to incorrect addresses supplied by you. Cryptocurrency transactions are irreversible once broadcast to the network.

5.6. Minimum and maximum withdrawal amounts may apply and are displayed on the Platform at the time of the request.

5.7. We reserve the right to decline or delay any withdrawal at our sole discretion where we have reason to believe it may be connected to fraud, money laundering, sanctions violations, or any other unlawful activity.

6.1. The Platform offers tiered compute cluster rental plans ("Plans") as described on the Platform. By purchasing a Plan, you rent a share or shares of compute infrastructure operated by the Company.

6.2. Revenue distributed to investors ("Rewards") is derived from payments made by B2B clients for access to compute capacity, including but not limited to large language model training, inference, 3D rendering, scientific computation, and data processing.

6.3. Rewards are variable and not guaranteed. Projected yield ranges displayed on the Platform are estimates based on historical cluster utilisation and anticipated B2B client demand. They are subject to change based on actual client demand, hardware utilisation rates, operational costs, and market conditions. Nothing on the Platform constitutes a guarantee of any specific level of return.

6.4. The Company does not guarantee any minimum level of return. Past performance is not indicative of future results.

6.5. All Plans have fixed rental terms as specified at the time of purchase. Early termination is not permitted unless explicitly stated otherwise on the Platform.

6.6. Reward accrual begins upon activation of the Plan and ceases at the end of the rental term, unless the Plan is renewed or the balance is reinvested.

6.7. Reinvestment and upgrade bonuses are subject to the terms and conditions applicable at the time of reinvestment. Bonus terms may be modified or withdrawn without prior notice.

7.1. Eligible users may participate in the referral programme and earn a percentage of the daily rewards generated by referred users, as described on the Platform.

7.2. Referral rewards are credited in USDT to your Available balance. Withdrawal of referral rewards may be subject to identity verification as described in Section 4, where triggered by our risk-based compliance process.

7.3. We reserve the right to modify, suspend, or terminate the referral programme at any time without notice.

7.4. Self-referrals, artificial referral activity, and any form of manipulation of the referral system are prohibited and may result in account suspension and forfeiture of all associated rewards.

You must not:

• Use the Platform in violation of any applicable law or regulation;
• Provide false, misleading, or fraudulent information at registration or during verification;
• Engage in money laundering, terrorist financing, or any other financial crime;
• Attempt to circumvent identity verification or AML screening requirements;
• Use the Platform from a sanctioned jurisdiction or on behalf of a sanctioned individual or entity;
• Create multiple accounts or use another person's account;
• Engage in any conduct designed to artificially manipulate reward accruals or referral activity;
• Attempt to hack, disrupt, or gain unauthorised access to the Platform or its underlying infrastructure.

Any breach of this section may result in immediate account suspension, forfeiture of balances, and referral to law enforcement or regulatory authorities, including the NCA, HMRC, or the FCA.

9.1. To the maximum extent permitted by applicable law, Nodera Ltd and its officers, directors, employees, and agents shall not be liable for:

• Any loss of profits, revenue, data, or goodwill;
• Any indirect, incidental, special, consequential, or punitive damages;
• Any loss arising from hardware failure, cyberattack, force majeure, or third-party service provider failure;
• Any loss arising from fluctuations in B2B client demand or compute market conditions;
• Any loss arising from delays in withdrawal processing due to regulatory compliance requirements, including AML/CFT obligations or SAR-related restrictions.

9.2. Our total aggregate liability to you for any claim arising out of or in connection with these Terms shall not exceed the total amount deposited by you in the six months immediately preceding the event giving rise to the claim.

9.3. Nothing in these Terms shall exclude or limit liability for fraud, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited under the laws of England and Wales.

All content, trademarks, logos, software, and materials on the Platform are the exclusive property of Nodera Ltd or its licensors. You may not copy, reproduce, distribute, or use any such materials without our prior written consent.

11.1. We may suspend or terminate your account at any time, with or without notice, if:

• You breach these Terms;
• We are required to do so by applicable law, court order, or regulatory authority;
• We determine that your account poses a legal, financial, or reputational risk to the Company.

11.2. Upon termination, any verified and unrestricted balance may be withdrawn subject to completion of all KYC/AML requirements. Balances subject to an active regulatory hold, SAR-related restriction, or court order may be withheld for the duration of the relevant process.

11.3. You may request closure of your account at any time by contacting support at support@nodera.cc, subject to completion of any outstanding verification and compliance obligations.

12.1. These Terms are governed by and construed in accordance with the laws of England and Wales.

12.2. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales, save that we reserve the right to bring proceedings against you in any jurisdiction in which you are resident or have assets.

12.3. Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from a competent court.

If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

These Terms, together with our Privacy Policy and Risk Disclosure, constitute the entire agreement between you and Nodera Ltd in respect of your use of the Platform and supersede all prior agreements, representations, and understandings.