Terms of Service

These Terms of Service ("Terms") form the agreement between TIMPIA S.R.L., operating as Noda Energy ("Noda", "we") and the entity that subscribes to the Noda platform ("Customer", "you"). They cover the Founding Partner subscription served from app.noda.energy and the public website noda.energy.

• Company: TIMPIA S.R.L., operating as Noda Energy
• Address: Coesi Business Campus, Str. Zaharia Stancu Nr. 6, Brașov, Romania
• Trade Register: J08/2046/2023
• EU VAT: RO53544402
• Email: hello@noda.energy
• Privacy contact: privacy@noda.energy
• Phone: +40 787 578 482

By creating an account, completing checkout, or using the platform, you accept these Terms.

The Service is offered exclusively to legal entities and to natural persons acting in their professional, commercial, or independent capacity. By subscribing you represent and warrant that:

• you enter this agreement for purposes related to your trade, business, craft, or profession
• you are duly authorised to bind the entity on whose behalf you subscribe
• the EU Consumer Rights Directive 2011/83/EU and its national transpositions (including Romanian OUG 34/2014) do not apply to this agreement
• Romanian Law 140/2021 on consumer digital content and Romanian Government Ordinance 21/1992 on consumer protection do not apply to this agreement

At checkout we collect your VAT identification number or company registration number to confirm trader status under the test in CJEU cases Gruber (C-464/01) and Schrems (C-498/16).

Noda provides a software-as-a-service platform that generates preliminary grid risk reports for renewable energy projects, including bankability indicators, N-1 exposure, capacity competition near transmission lines, and project pipeline comparison. Outputs are advisory and produced with the assistance of artificial intelligence.

The Service is described in the public materials at noda.energy and in your workspace. Features may evolve. We will not materially reduce the Service during your paid term without notifying you.

The Founding Partner subscription is priced at EUR 2,000 per month, excluding VAT. By completing checkout you authorise:

• an immediate one-time charge of EUR 2,000 plus applicable VAT to secure the Founding Rate
• recurring monthly charges of EUR 2,000 plus applicable VAT starting one calendar month after the Service Start Date you select, and continuing monthly on that anniversary day until cancellation

Where the next renewal day does not exist in a given month (for example the 31st in February), the charge is moved to the last day of that month.

You authorise Noda and Stripe to store the payment method and to initiate merchant-initiated transactions for each recurring charge. VAT, where applicable, is added at the rate in force in the place of supply, or reverse-charged under Article 196 of Directive 2006/112/EC for B2B customers in other EU Member States holding a valid VIES VAT identification number.

The first charge is authenticated using 3D Secure 2 in line with the PSD2 Regulatory Technical Standards (Commission Delegated Regulation (EU) 2018/389). You are responsible for completing any challenge your issuing bank presents. If authentication fails the charge is not taken and access is not granted until a successful re-attempt. Subsequent recurring charges are processed by Stripe as merchant-initiated transactions under the authenticated mandate captured at checkout.

For Customers established in Romania we issue invoices in electronic format through the RO e-Factura system (SPV) operated by the Romanian Ministry of Finance, in accordance with OUG 120/2021 and OUG 115/2023. The invoice is transmitted within 5 calendar days of issuance. The XML invoice retrieved from your SPV account is the original fiscal document.

You are responsible for maintaining an active SPV account and for retrieving invoices from it.

You may cancel the subscription at any time through the Stripe-hosted customer portal linked from your account. Cancellation takes effect at the end of the current paid month.

All charges, including the initial EUR 2,000 paid to secure the Founding Rate, are non-refundable. No refunds are issued for unused time, for cancellations made before the Service Start Date, for partial months, or for periods of non-use. You acknowledge that the Founding Rate lock has independent economic value the moment payment clears.

The full Refund Policy is published at noda.energy/legal/refund.

At checkout you select a Service Start Date. The platform opens on that date. Until then your account is in a holding screen with a live countdown. We may delay activation for up to 5 business days for security review where reasonably required; in that case we notify you and your next billing date is adjusted by the same delay.

To the extent any statutory right of withdrawal could apply, you expressly request that performance of the Service begin on your selected Service Start Date and you acknowledge that, once performance begins, any such right of withdrawal is lost in accordance with Articles 16(a) and 16(m) of Directive 2011/83/EU.

By ticking the express acknowledgement checkbox at checkout you expressly accept, as required by Article 1203 of the Romanian Civil Code:

• immediate and non-refundable payment of EUR 2,000 at subscription
• automatic monthly renewal at EUR 2,000 per month
• cancellation available only through the Stripe customer portal, with effect at end of the paid month
• exclusion of all refunds
• limitation of Noda's liability as set out in section 14
• indemnity obligations as set out in section 15
• exclusive jurisdiction of the courts of Bucharest, Romania and application of Romanian law

Noda reports are licensed for the Customer's internal use and for sharing with named Authorized Recipients (the Customer's directors, employees, financing parties, and professional advisers under a duty of confidentiality) solely to evaluate the specific project identified in the report.

You shall not:

• publish a report, in whole or in part, externally
• use a report as the sole basis for a financial close, ATR application, or regulatory filing
• feed a report or its content into any third-party AI system for training or fine-tuning
• remove the AI disclosure or confidence bands
• represent a report as a connection study, grid study, or engineering opinion of the DSO or TSO

Each report expires twelve (12) months after delivery. Reliance after that date is at your own risk.

Noda reports are produced with the assistance of artificial intelligence. The system analyses public and customer-supplied grid data and generates a probabilistic assessment. Outputs reflect data available at the time of generation, contain uncertainty, and may be wrong. The system does not interact with grid control, dispatch, or protection equipment. A Noda engineer reviews each report before delivery. You must independently verify all material findings with the relevant DSO, TSO, or licensed grid engineer before making any financial, contractual, or regulatory commitment.

Full transparency information required by Article 50 of the EU AI Act (Regulation (EU) 2024/1689) is at noda.energy/legal/ai-disclosure.

You warrant that all data, documents, and project parameters you supply to Noda are accurate, lawfully obtained, and shareable with Noda for the purposes of producing a report. Noda is entitled to rely on your inputs without independent verification.

Where a report depends on assumptions made because you did not supply specific data, those assumptions are stated in the report and you accept them by accepting delivery.

You retain all rights in the data and documents you submit. You grant Noda a non-exclusive, worldwide, royalty-free licence to use them solely to deliver the Service to you, for the duration of your subscription plus the retention period set in our Privacy Policy.

The Service and all reports are provided "as is" and "as available". To the maximum extent permitted by Romanian law, Noda does not warrant that reports will be accurate, complete, current, uninterrupted, error-free, or fit for any particular project, financing, or regulatory purpose. Grid data is supplied by third parties and may be incomplete or out of date. AI-generated content is probabilistic and may contain factual errors. All implied warranties, including merchantability, fitness for purpose, and non-infringement, are excluded to the maximum extent permitted by law.

To the maximum extent permitted by law, Noda's total aggregate liability arising out of or related to the Service, whether in contract, tort (including negligence), restitution, or otherwise, shall not exceed the fees paid by the Customer to Noda in the twelve (12) months preceding the event giving rise to the claim.

Noda shall not be liable for any indirect, incidental, special, consequential, or punitive damages, nor for loss of profit, loss of revenue, loss of project value, loss of financing, loss of opportunity, loss of goodwill, loss of data not used for non-professional purposes, or wasted expenditure, even if advised of the possibility of such damages.

The limits in this section do not apply to:

• liability that cannot be excluded under Romanian law, including under Article 1355 of the Civil Code (intentional wrongdoing and gross negligence)
• liability for death or personal injury caused by Noda's fault
• Noda's intellectual property indemnity in section 15
• your payment obligations

You expressly accept the limitations in this section in accordance with Article 1203 of the Romanian Civil Code.

Customer indemnity. You shall defend, indemnify, and hold Noda harmless from any third-party claim, loss, or expense (including reasonable legal fees) arising from: (i) data you supplied that was inaccurate, unauthorised, or infringing; (ii) use of a report in violation of these Terms, including disclosure beyond Authorized Recipients; (iii) any decision you or your affiliates take in reliance on a report; (iv) breach of the acceptable-use rules of Noda's upstream AI model providers as flowed down in section 16; (v) use of the Service in a high-risk manner not contemplated by the agreed Instructions for Use.

Noda indemnity. Noda shall defend you against third-party claims that the Service, as supplied and used in accordance with these Terms, infringes a registered EU intellectual property right, and shall pay damages finally awarded, subject to the cap in section 14 and excluding claims arising from your data, your modifications, or combination with non-Noda systems.

The Service uses third-party large language models, including models provided by Anthropic and Mistral AI. You agree:

• not to use the Service to facilitate the destruction, disruption, or unauthorised access of critical infrastructure
• to ensure a qualified professional reviews any Noda output before it is used to advise individuals or to make a final investment, financing, or grid-connection decision
• to be made aware, at the start of each session, that the Service uses AI to assist in producing its outputs

Each party shall keep the other party's confidential information confidential and use it only to perform under these Terms. Confidential information includes business plans, customer lists, the contents of reports, pricing under the Founding Partner programme, technical roadmaps, and any information marked confidential or that a reasonable recipient would treat as confidential. Obligations survive termination for five (5) years; obligations regarding trade secrets last as long as the information remains a trade secret.

These Terms apply for as long as you maintain a subscription. Noda may suspend or terminate the Service if you breach these Terms, fail to pay, or use the Service to harm Noda, its other customers, or critical infrastructure. Sections that by their nature survive termination (confidentiality, liability, indemnity, governing law) continue in force.

Neither party is liable for failure to perform any obligation prevented by an event of force majeure within the meaning of Article 1351 of the Romanian Civil Code. The affected party shall notify the other within 5 business days of the event. If the impediment exceeds 60 days, either party may terminate by written notice. The parties expressly assume the risk of changes in economic circumstances and waive the application of Article 1271 of the Romanian Civil Code (impreviziune), except where such change results in a cost increase exceeding 30% over the original price, in which case the parties shall renegotiate in good faith.

These Terms are governed by Romanian law, excluding conflict-of-law rules. Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent courts of Bucharest, Romania. The parties expressly waive any other forum that would otherwise be competent.

We may update these Terms when our Service, providers, or legal obligations change. The current version is on this page with the date above. Material changes are notified to active customers by email at least 15 days before they take effect. Continued use after that date constitutes acceptance.

Questions about these Terms: hello@noda.energy. Billing: billing@noda.energy. Privacy: privacy@noda.energy.