Terms and Conditions

Two words are used throughout. The Service means the Noda platform at app.noda.energy and trial.noda.energy, the screening runs it performs and the reports it delivers, together with anything else we make available to you under these Terms. Your order form means the document or online order in which we agree what you are buying: the credits, the price, the billing period and the notice period. Where you have no order form — on a trial, or on a self-serve purchase — these Terms apply on their own, the Service is provided for the credits actually granted to you, and any term these Terms leave to the order form does not apply.

These Terms govern your use of Noda. They form a contract between you, or the company you act for ("Customer", "you"), and TIMPIA S.R.L., operating as Noda Energy ("Noda", "we", "us").

• Company: TIMPIA S.R.L., operating as Noda Energy
• Legal form: Societate cu răspundere limitată (S.R.L.), a limited liability company incorporated in Romania
• Registered office: Str. Zizinului nr. 6, bl. 40, sc. A, et. 5, ap. 15, camera 3, Brașov 500414, Romania
• Operating address: Coresi Business Campus, Str. Zaharia Stancu nr. 6, Brașov, Romania
• Trade Register: J08/2046/2023
• EU VAT: RO53544402
• Email: [email protected]
• Phone: +40 787 578 482

Noda is a business product, offered to companies and professionals acting in the course of their trade. It is not offered to consumers, and consumer withdrawal rights do not apply.

You accept these Terms at sign-up. Where you create an account with an email address and a password, the form asks you to tick a box confirming that you accept these Terms and the Privacy Policy, and it will not submit without it. Where you sign in with Google, or join an existing account through an invitation, that box is not shown; in those cases you accept these Terms by creating or joining the account and using the Service, and this page is where they are published.

Your acceptance is evidenced by the account itself and by the version of these Terms in force on the date it was created. Each version is dated at the top of this page. Where you need a written confirmation of what was accepted and when, write to [email protected] and we will provide it.

Where a specific agreement applies to something you are about to do, the platform presents that document and records your acceptance when you click "I agree", capturing your name, email address, organisation, IP address, the date and time, and the version of the document. Where that has happened on your account, we will provide a copy of the record on request.

An order form, quotation or written agreement signed by both parties prevails over these Terms where the two conflict.

Noda produces preliminary grid-connection and project screening reports for renewable energy sites. You define a site, tell us what you want answered, and the system produces a report.

A report is a screening instrument. It is not a grid connection offer, an operator study, an engineering certification, a bankable yield assessment, an investment-grade financial model, a route survey or a permit opinion. It is intended to help you decide what deserves further work and expenditure. Critical findings must be verified with the relevant grid operator, authority or your own engineer before you rely on them.

Reports are produced by an AI system without a Noda reviewer in the loop. See the AI Disclosure page.

The Service is metered in credits.

• One credit covers one screening of one site. The credit is attached to that site.
• When a credit is drawn. A credit is held when you save a site and drawn when the screening starts. If you abandon the site before the screening starts, the held credit is returned automatically.
• A screening that produces a report and delivers it to you consumes the credit, including where the honest answer is negative or is that the available evidence does not support a conclusion. A screening that tells you not to proceed, or that the data is not there, is a delivered result and is what you bought. If a report is produced but does not reach you, the credit is returned under Section 5.
• Credits are attached to the user account that holds them, and are spent by that user. A colleague you invite gets their own account and their own credits, and cannot spend yours. They cannot be transferred to a third party or exchanged for money.
• Re-running a site with different inputs, questions or documents is a new screening and draws a new credit.

Credits you have not used when the agreement ends. If you terminate because we were in material breach and did not remedy it, or if we end it other than for your breach, we refund the fees for credits you hold and have not drawn. If we terminate because you were in material breach and did not remedy it, those credits lapse. On any other ending, the treatment in your order form applies.

How many credits you hold, what they cost, whether you are billed monthly or annually, and what happens to unused credits at renewal are set out in your order form. They depend on how you buy and are agreed with you individually. Any figure shown on our website or in marketing material is indicative and does not form part of this agreement; the order form is what binds us both. If the two differ, the order form governs.

If a screening does not produce a report, or a produced report is not delivered to you, the credit is returned to your account. This applies where a run fails, where it is abandoned by the system, or where a delivery failure on our side means the report never reaches you.

The return is made to the credit ledger on your account and does not require a support request, although you should tell us if you believe a credit was consumed without a report so we can check.

A report that does not answer what you asked. If a delivered report does not relate to the site you defined, or does not address the questions you put to it, tell us within 14 days and we will re-run the screening at no charge or return the credit, at your choice. This is a commitment about the scope of the work, not a warranty of its accuracy; Section 15 governs accuracy.

Where a credit cannot be returned because your account has closed, the amount attributable to it is the pro-rata share of the fees for the credits granted in the billing period in which it was drawn.

A credit is also returned where you abandon a site before the screening starts, as Section 4 sets out.

Money refunds beyond that are addressed in the Refund Policy. In short: a credit that produced a report and delivered it to you is not refundable in money, because the work was performed and the result delivered.

Noda is under active development, and every customer has access to features that are still in beta, at no additional charge. We do not gate new capability behind a higher tier. If we later offer separately priced features, whatever is included in your subscription at the start of your then-current term stays included for that term.

Beta features are provided as they are. They may change, may behave inconsistently, and may be withdrawn. We do not guarantee their availability, and we do not warrant their output beyond the general terms of this agreement. If we withdraw a beta feature and the withdrawal materially reduces the functionality described in Section 3 or named in your order form, tell us within 30 days. We will use reasonable efforts to restore equivalent functionality. If we have not done so within 60 days of your notice, you may terminate the affected subscription with effect from the date of withdrawal and receive a refund of the fees for the unexpired period. That is your remedy for the withdrawal of a beta feature.

Where you give us feedback on the product, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it for any purpose without obligation or payment, and you will not assert a right against us in respect of a feature that reflects it. Feedback is voluntary, is never a condition of using the Service, and does not transfer any of your confidential information to us beyond what the feedback itself contains.

Support and feedback are available to every customer, at no additional charge, through the channel agreed with you and at [email protected].

We answer on business days. Business days are Monday to Friday, excluding Romanian public holidays. We aim to respond by the end of the next business day after a message arrives. Messages that arrive at a weekend or on a Romanian public holiday are treated as arriving on the next business day.

This is a support commitment, not a service level agreement. It does not carry service credits, and it does not guarantee resolution within a period. Where we agree a service level with you in writing, that agreement governs.

Where the Service is unavailable for more than seven consecutive days for reasons attributable to us, we make a pro-rata adjustment to the fees for the affected period, as the Refund Policy sets out. Subject to that, we aim to keep the Service available continuously, and we do not promise that it will be. Planned maintenance is announced in advance where we can. Screening runs take time to complete and their duration varies with the site, the questions asked and the availability of the public sources the system consults.

You are responsible for the accuracy of what you submit, for keeping your credentials secure, and for the acts of the users you add to your account. Tell us promptly at [email protected] if you believe an account has been compromised.

You confirm that you have the right to submit the material you upload, and that where it contains personal data about other people, you have a lawful basis for providing it to us. You must not submit material you are not entitled to disclose.

You must not use the Service to break the law, to infringe anyone's rights, to attempt to extract our models or methodology, to resell reports as your own product, or to overwhelm the Service.

You keep all rights in the material you submit. You grant us the limited licence needed to process it in order to produce your report and to make it available to you, and nothing more. We do not use it to improve the product. We do not use your project material to train models for other customers.

We keep all rights in the Service, the models, the methodology, the screening logic and the report format. On delivery, you receive a perpetual, worldwide, non-exclusive licence to use the report, for the purpose of assessing, financing, permitting or transacting the project it concerns:

• inside your organisation and inside any entity that controls you, is controlled by you, or is under common control with you, including a project company holding the site;
• with your professional advisers, financiers, insurers and prospective counterparties, and you may permit those recipients to use and copy it for the same purpose;
• by filing it, or extracts from it, with a grid operator, a planning or environmental authority, or any other body with which the project must be registered or consented, and by disclosing it where a law, court, regulator or listing rule requires;
• with the right to quote it and to attach it to your own analysis.

The licence transfers with the project on a sale of the project or of the entity that holds it.

Reports contain third-party map and geospatial content, which carries its own attribution and licence terms. Those terms are reproduced in the report and travel with it, and our licence to you is granted subject to them.

When you share a report outside your organisation, mark it confidential. To the extent a report embodies our confidential information, sharing it as this Section permits is not a breach of the confidentiality agreement.

You may not publish a report as a standalone commercial product, present it as your own work, or use it to build a competing service.

Every report carries the date and the run it came from. A screening reflects the evidence available on that date; the ground it describes changes.

Each of us keeps the other's confidential information confidential. Our mutual confidentiality undertaking, including how your project material is handled, is set out in the Mutual Confidentiality Agreement, which forms part of this agreement and which is incorporated into these Terms and takes effect when they do.

Each party complies with applicable data protection law. For personal data in your project material we act as processor on your instructions; for account, billing and security data we act as controller. The roles, the sub-processors, the transfer safeguards and the security measures are set out in the Privacy Policy and the Sub-processors page.

A data processing agreement on our standard terms, containing everything Article 28(3) requires, applies to every business customer. Write to [email protected] and we will send it and sign it. It records the documented instructions we process on, the confidentiality undertakings of our staff, the security measures, the sub-processing terms and your right to object, our assistance with data-subject requests and with your own Article 32 to 36 obligations, breach notification, deletion and return at the end of the agreement, and the audit and information rights below. Where your organisation requires its own form of agreement, we will negotiate and sign that instead. You may verify our compliance once in any twelve-month period, on 30 days' notice and at your own cost, by written questionnaire and, where the questionnaire does not answer your question, a remote session with the engineers who run the platform. Write to [email protected].

Fees, the billing period and the start date are set out in your order form. Invoices are payable within the period stated on them.

Prices are exclusive of VAT. For business customers established in another EU Member State and holding a valid VAT identification number, the reverse charge applies under Article 196 of Council Directive 2006/112/EC. Romanian customers are invoiced with Romanian VAT.

Invoices are issued through our payment provider, and filed to the Romanian national e-Invoicing system by our accountants where Romanian law requires it. Where card payment is used, it is processed by our payment provider, and strong customer authentication under Directive (EU) 2015/2366 and Commission Delegated Regulation (EU) 2018/389 may be required by your bank.

We may suspend the Service for non-payment after giving you notice and a reasonable period to remedy.

The subscription runs for the period in your order form and renews for successive periods of the same length unless either of us gives notice before the end of the current period. The notice period is in your order form.

Either party may terminate for material breach that is not remedied within 30 days of written notice. We may suspend or terminate immediately where use of the Service is unlawful or threatens the security of the platform.

On termination we keep your reports available for 30 days so that you can export them. No request is needed. After that, access ends. Deletion of your material follows the retention periods in the Privacy Policy, and you may ask for earlier deletion.

We warrant that we will provide the Service with reasonable skill and care, and that we have the right to grant the licences in this agreement in respect of material we own. That warranty does not extend to third-party map and geospatial content in a report, which is licensed to you on the terms reproduced in the report.

We do not warrant that a report is accurate, complete or fit for a particular decision, that a site will obtain a connection, that a stated capacity is achievable, that a cost estimate will match an operator's invoice, or that the Service will be uninterrupted or error-free. The Service is a screening instrument built on modelled and public information. To the extent permitted by law, all other warranties, whether express or implied, are excluded.

Neither party excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for intentional or grossly negligent breach within the meaning of Article 1355 of the Romanian Civil Code, or for anything else that cannot be excluded by law.

Subject to that, neither party is liable for indirect or consequential loss, loss of profit, loss of opportunity, loss of anticipated savings, or loss of goodwill.

Subject to that, each party's total liability arising out of or in connection with this agreement is limited to the fees paid or payable by you in the twelve months preceding the event giving rise to the claim.

That cap does not apply to a breach of the confidentiality agreement, to a breach of Section 9 or Section 10 (your obligations in respect of the Service and of reports), or to a party's liability under Article 82 of the GDPR for damage caused by its own processing. Your project pipeline is your asset and our methodology is ours, and neither of us should be able to put a price on losing the other's.

You accept that decisions to acquire land, commission studies, submit connection applications or commit capital are yours, taken with your own advisers, and that a Noda report is one input among several.

We may change these Terms. Where a change materially affects you, we give you at least 30 days' notice by email before it takes effect, and you may terminate before it does if you do not accept it. Changes required by law may take effect sooner where the law requires.

Under Article 1203 of the Romanian Civil Code, the following clauses are drawn to your attention as clauses requiring express acceptance, and you accept them expressly by ticking the acceptance box at sign-up, or by entering into an order form that incorporates these Terms:

Section 5 (money refunds limited to the return of a credit), Section 6 (beta features supplied as they are and capable of withdrawal), Section 7 (support without a service level), Section 8 (no availability guarantee), Section 9 (restrictions on your use of the Service), Section 10 (restrictions on use of reports, including the prohibition on building a competing service), Section 13 (suspension for non-payment), Section 14 (automatic renewal, the notice period, and our right to suspend or terminate immediately for unlawful use or a threat to the security of the platform), Section 15 (exclusion of implied warranties), Section 16 (limitation of liability and the twelve-month cap), Section 17 (our right to change these Terms), and Section 19 (governing law, exclusive jurisdiction, and the entire-agreement and no-waiver clauses).

The confidentiality agreement in Section 11 contains its own clauses of this kind — the injunctive relief provision and the exclusive jurisdiction provision — and you accept those expressly on the same basis.

This agreement is governed by Romanian law. The courts of Brașov, Romania have exclusive jurisdiction, save that either party may seek injunctive relief in any competent court to protect its confidential information or intellectual property.

If any provision is held unenforceable, the rest remains in force. Failure to enforce a right is not a waiver of it. This agreement, together with your order form, the Privacy Policy, the Mutual Confidentiality Agreement and the Refund Policy, is the entire agreement between us on its subject matter. Where these Terms conflict with the Refund Policy, the Privacy Policy or the Sub-processors page, these Terms prevail. Where they conflict with the confidentiality agreement on the treatment of confidential information, that agreement prevails. Where any of them conflicts with your order form, the order form prevails.

Notices. A notice under this agreement — to stop automatic renewal, to terminate, or to give notice of a material breach — is given in writing by email: to [email protected] for notices to us, and to the account's billing contact for notices to you. A notice is treated as received on the next business day after it is sent, unless the sender receives a delivery failure.