Terms and Conditions

In these Terms, the Service means the Noda platform at app.noda.energy and trial.noda.energy, the work it performs and the reports it delivers, together with anything else we make available to you under these Terms.

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: hello@noda.energy
• 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 can sign up yourself at app.noda.energy, with your work email address and a password or with a Google account. No call, quotation or order form is needed to get access.

Before you create an account, you can send one prompt free of charge as a guest, from noda.energy or from the app. One guest prompt is allowed per device. If you then create an account in the same browser, the guest's project and chat become part of your new account. If you sign in to an existing account instead, they move into that account. A guest project that no account claims is deleted after 30 days. These Terms apply to your use of the Service as a guest.

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 it will not submit without it. Where you sign up with Google, the sign-up screen states that by continuing with Google you accept these Terms, and continuing is your acceptance. Where you join an existing account through an invitation, you accept these Terms by 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 hello@noda.energy 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.

A written agreement signed by both parties prevails over these Terms where the two conflict.

Noda is an AI workspace for renewable energy development. You ask a question or set a task in plain words, for example to find sites, screen a site or check a grid connection, and the system researches it and gives you answers, maps, tables, documents and reports. In these Terms, a report means any of these outputs.

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.

Plans are chosen and bought in the app. The plans on offer, what each one includes and its price are the ones the app shows at the time of purchase. Any figure shown on our website or in marketing material is indicative; the app at the time of purchase governs. The Free plan costs nothing. Its credits are granted once and do not renew.

The Service is metered in credits. Credits measure the AI processing the Service does for you. Conversations, runs and the agent tasks they start draw credits in proportion to the processing each one uses. The app shows your balance.

• A paid plan grants its credits each month of the paid period, whether you pay monthly or annually. Credits you have not used at the end of that month do not carry over.
• Credits belong to the company account. Every member of the company draws from the same balance. Credits cannot be transferred to a third party or exchanged for money.
• When the balance reaches zero, the Service does not start new work until credits are available again. Work already running is completed.
• Work that produces a report and delivers it to you consumes its credits, including where the honest answer is negative or is that the available evidence does not support a conclusion. A report that tells you not to proceed, or that the data is not there, is a delivered result and is what you paid for. Section 5 sets out when credits are returned.
• Repeating work with different inputs, questions or documents is new work and draws new credits.

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, unused credits lapse at the end of the paid period.

If work fails because of a fault on our side, or a report is produced but a delivery failure on our side means it never reaches you, we return the credits it drew. Tell us at hello@noda.energy and we will check the run record and correct your balance.

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 work at no charge or return the credits it drew, at your choice. This is a commitment about the scope of the work, not a warranty of its accuracy; Section 15 governs accuracy.

Where credits cannot be returned because your account has closed, we refund the amount attributable to them: the pro-rata share of the fees for the credits granted in the billing period in which they were drawn.

Money refunds. Fees are refunded in money where:

• you terminate because we were in material breach and did not remedy it, as Section 4 sets out;
• we withdraw a beta feature and do not restore equivalent functionality, as Section 6 sets out;
• you were charged twice or in error, in which case we refund the incorrect charge in full;
• credits cannot be returned to your account because the account has closed, as set out above;
• the Service is unavailable for more than seven consecutive days for reasons attributable to us, in which case we make a pro-rata adjustment to the fees for the affected period, as Section 8 sets out.

Beyond that, fees for a period already served are not refunded on cancellation, and work 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 listed for your plan in the app when you bought it, 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 hello@noda.energy.

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. 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 hello@noda.energy 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 Section 11.

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. This Section is our mutual confidentiality undertaking. It applies to information exchanged before, during and after any work, whether or not you go on to purchase. If your organisation wants it executed as a signed document, or wants its own confidentiality agreement used instead, write to hello@noda.energy and we will sign.

What is confidential. Yours: the site geometry and coordinates you draw or upload, the project type and capacity, your questions and notes, the documents you upload, the reports produced for you, the existence and content of your pipeline, and anything else you provide that is marked confidential or would reasonably be understood to be. Ours: the Noda platform, its models, methodology, screening logic, prompts, evidence framework and report structure, together with any non-public commercial information we share with you. The reports produced for you are your confidential information. You may use and share them as Section 10 permits, including with your advisers, financiers and counterparties, without asking us.

What is not covered. Information that is already public without breach of this Section, that the receiving party already lawfully held, that it develops independently without reference to the other's confidential information, or that it lawfully receives from a third party free to disclose it. Where disclosure is required by law, a court or a regulator, the disclosing party may make it, and will tell the other party first where it is lawfully able to do so, so that protective measures can be sought. This Section also does not restrict your disclosure of a report, or of our confidential information embodied in a report, where Section 10 permits it, including sharing it with your advisers and financiers, and filing it with a grid operator or a permitting authority.

How we handle your material. We use your confidential information only to produce and deliver your reports, to operate and support your account, and to meet our legal obligations. Access inside Noda is limited to the people who need it to do that work, and they are bound by confidentiality obligations at least as protective as these. We do not sell your material. We do not use your project material to train models for other customers. We do not disclose your identity, your sites or your reports to another customer.

Where your material goes. Producing a report requires the platform to send information to external providers. The site geometry and coordinates, the project type and capacity, and the questions and notes you wrote are sent to the AI model providers that generate the answers. Uploaded documents are read by the platform and their relevant content may form part of what is sent. During a run the system also queries public web, map and geospatial sources, and those requests carry the site coordinates and search terms derived from what you asked. Section 12 sets out how those providers are bound.

How long these obligations last. These confidentiality obligations continue for three years after the later of the end of your account and the last exchange of confidential information between us. Obligations in respect of anything that is a trade secret continue for as long as it remains one.

No licence, no obligation. Nothing in this Section transfers ownership of anything. Neither party is obliged to disclose any particular information, to purchase, to supply, or to enter into any further agreement. Each party may seek injunctive relief to prevent a breach of this Section, in addition to any other remedy, because damages alone may not be adequate.

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. We use service providers to host and run the Service, including AI model providers. Each of them is bound by a data processing agreement. Details are available on request at hello@noda.energy. How to exercise your rights under the GDPR is set out on the GDPR page.

A data processing agreement on our standard terms, containing everything Article 28(3) requires, applies to every business customer. Write to hello@noda.energy 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 hello@noda.energy.

Plans are bought in the app, and the price is the one the app shows at the time of purchase. A paid plan is billed in advance for each billing period, monthly or annually as you choose at checkout. Payment is made by card through the payment processor shown at checkout. If you switch between monthly and annual billing, the difference is calculated pro rata and invoiced at the time of the switch.

Each invoice states the VAT treatment that applies to it. We invoice under the VAT exemption in Article 310 of the Romanian Fiscal Code (Law 227/2015), so our invoices carry no Romanian 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.

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.

A paid plan is a subscription. It renews automatically at the end of each billing period, for a period of the same length, until it is cancelled. The billing owner of the company account can cancel it at any time in the app's billing settings, or by writing to hello@noda.energy. Cancellation takes effect at the end of the paid period, and the paid plan continues until then. After that the account stays open and your material stays available, but the Service does not start new work until a paid plan is bought again.

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. We keep your project material while your account is open and delete it when you ask. Write to hello@noda.energy and we will delete it within 30 days and confirm when it is done.

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 Section 11 (Confidentiality), 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, by continuing with Google where the sign-up screen states that doing so accepts these Terms, or by signing a written agreement that incorporates these Terms:

Section 4 (credits that do not carry over and cannot be exchanged for money), Section 5 (money refunds limited to the cases listed there), 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 11 (confidentiality, including the right to seek injunctive relief), Section 13 (suspension for non-payment), Section 14 (automatic renewal, cancellation at the end of the paid 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).

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 any written agreement signed by both parties and, where one applies, the data processing agreement in Section 12, is the entire agreement between us on its subject matter. Where these Terms conflict with a written agreement signed by both parties, that agreement prevails.

Notices. A notice under this agreement, to terminate or to give notice of a material breach, is given in writing by email: to hello@noda.energy 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. You can also stop automatic renewal in the app, as Section 14 sets out.