Pakalpojumu sniegšanas noteikumi

5.1 Account Creation and Eligibility

You must be legally capable of entering a binding contract, and you represent that you have authority to accept these Website Terms (including on behalf of an entity where applicable).

5.2 Credentials and Security

You are responsible for safeguarding credentials and for all activity under your account. The Company may require additional authentication steps and may change security protocols from time to time.

5.3 Accurate Information

You warrant that all information provided is true, complete, and accurate, and you will update it promptly.

5.4 Prohibited Uses

You must not: (a) misuse, disrupt, reverse engineer, or interfere with the Platform; (b) attempt unauthorised access; (c) use the Platform for unlawful activities; (d) violate sanctions or AML/CTF laws; (e) upload malicious code; (f) impersonate others or misrepresent your identity; or (g) scrape or commercially exploit Platform content.

5.5 Suspension and Restriction

The Company may suspend, restrict, or terminate access (in whole or part) for security, legal, regulatory, sanctions/AML, fraud, chargeback, or operational reasons.

6.1 Orders Subject to Acceptance

All Orders are subject to acceptance by the Company.

6.2 Binding Confirmation

An Order becomes confirmed and binding when: (i) full payment is received; and (ii) the Company issues an invoice, confirmation, or system-generated record.

6.3 Electronic Acceptance and Evidence

You agree that: (a) click-wrap acceptance, emails, invoices, dashboards, payment receipts, transaction logs and system records constitute binding evidence of the transaction and contract formation; and (b) payment through the Platform or designated channels constitutes acceptance of applicable terms (Website Terms, Hosting Agreement, and/or Instrument (B) where applicable).

6.4 Compliance Refusal / Cancellation

The Company may refuse, suspend, or cancel any Order where required for: law, sanctions, AML/CTF compliance, fraud prevention, or risk management. Where cancellation occurs after payment due to compliance restrictions, the Company will process a refund only to the extent legally permitted and operationally feasible, and may deduct reasonable third-party fees and irreversible costs (e.g., payment processor, network, banking, and supplier costs).

7.1 Pricing

Prices are as displayed or agreed in writing, subject to availability and confirmation.

7.2 VAT and Taxes

Unless stated otherwise, prices are exclusive of VAT and any applicable taxes/duties. You are responsible for taxes, customs duties, import charges, and bank/processor fees.

7.3 Currency and Payment Costs

If payment is made via bank transfer, card, or blockchain rails, you bear network/processor costs unless expressly stated otherwise.

7.4 Fee Adjustments

The Company may update published fees or price lists from time to time. Any changes apply prospectively and do not affect confirmed Orders.

8.1 Final Sale

Hardware sales are final and non-refundable once payment is received and the Order is confirmed.

8.2 Limited Exceptions

Refunds may be issued only where: (a) the manufacturer fails to deliver (non-delivery); or (b) a refund is mandated by law and cannot be lawfully excluded.

8.3 Manufacturer Warranty (Repair-Based)

Hardware is covered by manufacturer warranty terms (commonly repair-only). The Company may facilitate warranty claims, but warranty decisions remain solely with the manufacturer/supplier.

8.4 Replacement Only if Approved

Replacement is provided only where expressly approved by the manufacturer/supplier.

8.5 No Refund for Volatility

No refund for change of mind, crypto price movements, mining difficulty changes, or market volatility.

8.6 Delivery Risk and Title

Title and risk pass in accordance with the invoice/delivery terms stated in the Order and applicable shipping/incoterms. If not stated: risk passes upon delivery to the carrier (or upon collection, as applicable).

8.7 Customs and Import

Where cross-border shipments occur, the Customer is responsible for import compliance, customs clearance, and related costs unless expressly agreed otherwise.

9.1 Hosting Agreement Prevails

Hosting is governed by a separate Hosting Agreement which controls operational SLA, suspension rights, site rules, and remedies.

9.2 Non-Refundability After Commencement

Hosting fees are non-refundable once Hosting Services have commenced, except where mandatory law requires otherwise.

9.3 Suspension

The Company may suspend hosting for: unpaid fees; safety risks; regulatory directives; suspected sanctions/AML issues; breaches of site rules; or circumstances requiring preventative maintenance or emergency shutdown.

9.4 Customer Equipment

The Company is not an insurer of Customer equipment and is not responsible for wear/tear or manufacturer defects, subject to the liability carve-outs in Clause 12.

11.1 No Regulated Financial Product

The Platform Products/Services are offered as commercial technology and infrastructure services. Nothing on the Platform constitutes an invitation or offer of a regulated financial product, nor investment advice.

11.2 No Advice

The Company does not provide legal, tax, investment, or financial advice; you must obtain independent advice.

11.3 Marketing Expansion / Regulatory Perimeter Controls

If the Company markets or expands offering descriptions in a manner that could be construed as "investment promotion", the Company may implement additional onboarding, appropriateness checks, disclosures, KYC/EDD requirements, and geo-fencing. Users acknowledge that availability of certain content/services may be restricted by jurisdiction or regulatory policy.

12.1 Infrastructure Uptime (Reasonable Efforts)

The Company will use commercially reasonable efforts to maintain availability of core hosting infrastructure.

12.2 Force Majeure / External Events

No breach arises from events beyond reasonable control (regulators, utilities, ISP outages, disasters, civil unrest).

12.3 Limitation of Liability

To the maximum extent permitted by UAE law: (a) no liability for indirect/consequential loss (loss of profit, mining rewards, opportunity costs); (b) aggregate liability is capped at the fees paid for the affected service period (hosting) and/or the amount paid for the affected Order (hardware) as expressly stated in the applicable agreement, whichever is lower; (c) no liability for customer-owned equipment loss/damage except for proven gross negligence or wilful misconduct.

12.4 Non-Excludable Liability

Nothing excludes liability for fraud or other liability that cannot be excluded under UAE law.

1. CONTRACT FORMATION, CLICK-WRAP ACCEPTANCE, EVIDENCE

1.1 Electronic Execution. The Investor accepts this Master Agreement electronically via the Platform and/or by payment through designated channels.

1.2 Evidence. Platform logs, payment records, invoices, dashboards, acceptance timestamps, and system records are conclusive evidence of acceptance and plan subscription.

2. DEFINITIONS

Key definitions include: Capital Contribution, Investment Plan Schedule, Project, Infrastructure, Operational Phase, Revenue Participation Rate, Net Project Revenue, Project Proceeds, Sanctions, Force Majeure, etc. Where needed, the Investment Plan Schedule may add project-specific definitions.

3. PURPOSE AND STRUCTURE

3.1 The Master Agreement governs all co-investment and revenue participation arrangements offered by the Company from time to time.

3.2 Each Investment Plan Schedule sets out commercial specifics (MW/capacity, timeline estimates, participation rate, duration, commencement conditions, payout mechanics).

3.3 The Master Agreement remains in force without re-execution for each plan.

4. REGULATORY & LEGAL CHARACTERISATION

4.1 Contractual Revenue Participation Only. The arrangement is a contractual revenue participation framework linked to the Project described in the applicable Investment Plan Schedule.

4.2 No Equity / No Partnership / No Agency. Nothing creates equity ownership, partnership, joint venture, fiduciary relationship, or agency.

4.3 No Offering of Securities. The Parties acknowledge the Company’s intent that the arrangement is structured as a commercial infrastructure participation contract and not a public offering of securities.

4.4 No Advice. The Company does not provide investment advice; Investor must obtain independent advice.

5. TITLE, CONTROL AND OPERATIONAL DISCRETION

5.1 Legal Title. Legal title to all Infrastructure, site rights, electrical assets and facilities remains with the Company or authorised affiliates.

5.2 No Control Rights. The Investor has no voting, management, or operational control, except expressly set out in the applicable Schedule.

5.3 Discretion. The Company retains discretion over engineering design, contractors, sequencing, commissioning and operations, acting in good faith.

6. CAPITAL CONTRIBUTION; USE OF FUNDS; NON-REFUNDABILITY

6.1 Capital Contribution. Investor pays the Capital Contribution specified in the applicable Schedule.

6.2 Use of Funds. Funds may be applied to Project-related infrastructure, commissioning, initial setup/operations, and related costs as described in the Schedule.

6.3 Non-Refundability. Capital Contributions are non-refundable once accepted and the plan is confirmed, except where mandatory law requires otherwise.

6.4 Ring-Fence Clarification. "Ring-fencing" is economic: funds are allocated to the Project for revenue calculation/distribution logic; it does not create trust ownership or legal segregation unless expressly stated.

7. PROJECT PHASES; TIMELINES; COMMENCEMENT

7.1 Phases may include Funding, Construction, Commissioning, Operational Phase.

7.2 Estimates Only. Timelines and target dates are estimates and not guarantees.

7.3 Delay Events. Delays due to regulators, utilities, supply chain, contractors, or Force Majeure are not breach.

7.4 Operational Phase Determination. Operational Phase commences when the Company determines in good faith that the Project is energised and generating hosting revenue, evidenced by operational records.

8. REVENUE PARTICIPATION; CALCULATION; DISTRIBUTION

8.1 Rate. Investor is entitled to revenue participation per the Schedule’s Revenue Participation Rate.

8.2 Rate Structures. Schedule may specify either: (i) fixed rate per kWh or unit; or (ii) a percentage of Net Project Revenue.

8.3 Accrual Basis. Participation accrues only on actual energised and utilised capacity measured by metering/monitoring systems.

8.4 Distribution Waterfall. Unless the Schedule states otherwise: electricity costs and unavoidable site operating costs → essential O&M and staffing → Investor participation → Company residual margin.

8.5 Timing and Method. Distributions calculated monthly and credited to dashboard and paid out via [bank transfer / USDT / USDC / other] subject to operational processing times and compliance checks.

8.6 No Guaranteed Returns. No minimum payout, fixed ROI or payback is guaranteed.

9. REPORTING, TRANSPARENCY AND DISCLOSURE

9.1 Reporting scope is specified per Schedule.

9.2 Fixed-rate plans require disclosure focused on power consumption/operational status relevant to calculation.

9.3 Percentage-based plans require project-level revenue/expense summaries sufficient to support calculation, as specified in the Schedule.

9.4 No audit or inspection rights unless expressly granted in the Schedule.

9.5 Company may withhold confidential, security-sensitive, or regulator-restricted information.

10. RISK ACKNOWLEDGEMENT

Investor acknowledges execution, operational, regulatory, market and demand risks, and that projections are illustrative only.

11. PROJECT EVENTS; SALE; DECOMMISSIONING; DOWNSIDE SCENARIOS

11.1 If a Project is permanently shut down, decommissioned, sold or transferred, the Company applies Project-level proceeds (if any) to: (a) outstanding electricity/operational/regulatory obligations; (b) Project liabilities; then (c) distribute remaining net proceeds (if any) pro-rata to Investors by their participation parameters.

11.2 No assurance that Capital Contribution will be recovered.

12. SUSPENSION / TERMINATION

12.1 The Master Agreement continues for as long as any subscribed Investment Plan remains active.

12.2 Company may suspend/terminate a Plan in exceptional circumstances (regulatory prohibition, Force Majeure, permanent site loss), acting in good faith and applying Clause 11 as applicable.

12.3 Termination of one Plan does not terminate other Plans.

13. LIMITATION OF LIABILITY

13.1 No liability for indirect/consequential losses, including loss of expected returns.

13.2 Aggregate liability is limited to amounts accrued but unpaid under the applicable Plan at the time the claim arises.

13.3 No liability for failure to achieve any ROI targets.

13.4 Nothing limits liability for fraud or wilful misconduct to the extent not permitted by UAE law.

14. COMPLIANCE, SANCTIONS, AML/CTF

14.1 Investor represents compliance with AML/CTF and sanctions rules and provides KYC/EDD documents on request.

14.2 Company may freeze payouts or suspend participation pending compliance clearance.

15. CONFIDENTIALITY (MASTER)

Each Party shall keep confidential non-public business information and Plan terms, except to advisers, as required by law, or with consent.

16. GOVERNING LAW; ARBITRATION

Dubai law and federal UAE law apply. Disputes resolved by arbitration seated in Dubai under recognised Dubai arbitration rules; English language.

17. ENTIRE AGREEMENT; PRIORITY

This Master Agreement + Website Terms + applicable Hosting Agreement + each accepted Investment Plan Schedule constitute the entire agreement. In inconsistency: Schedule prevails for plan-specific commercial terms; Master prevails for general legal framework.

A. Purpose and Status of this Annex

This Annex 2 (the "Marketing Expansion Pack") forms a modular regulatory-compliance insert designed to be activated, in whole or in part, if and when the Company expands its marketing, promotional activity, or public communications in a manner that could reasonably be construed as investment-related promotion under the regulatory frameworks of the United Arab Emirates, including the Securities and Commodities Authority (SCA) and/or the Virtual Assets Regulatory Authority (VARA). This Annex does not assert that the Company is currently carrying out regulated financial promotions, nor does it imply that the Platform or its offerings constitute regulated products. It is adopted as a risk-mitigation and future-proofing measure.

B. Regulatory Positioning Statement (Mandatory Where Activated)

When this Annex is activated, the following statement (or a materially identical version approved internally) must appear prominently on all relevant webpages, landing pages, pitch decks, dashboards, and marketing materials:

C. Required Marketing Disclosures (Mandatory Language)

Where marketing or promotional activity is undertaken, the following disclosures must be included clearly and legibly, without dilution or contradiction:

• No Guarantee Disclosure: "Returns, revenues, and performance outcomes are not guaranteed. Any figures, projections, calculators, or examples are illustrative only and based on assumptions that may not materialise."
• Risk Disclosure: "Participation involves operational, regulatory, market, and execution risks, including the risk of partial or total loss of capital."
• No Advice Disclosure: "The Company does not provide legal, tax, investment, or financial advice. Participants must obtain independent professional advice before making any decision."
• Jurisdictional Restriction Disclosure:"Availability of services may be restricted by jurisdiction. Participation may not be permitted in certain countries or regions."

D. Prohibited Marketing Statements (Strictly Forbidden)

The following words, phrases, representations, or materially similar statements must not be used in any marketing, sales, onboarding, or public communications, whether written, verbal, or digital:

• "Guaranteed returns" / "Guaranteed profit" / "Risk-free"
• "Fixed income" / "Passive income guaranteed"
• "Investment approved by regulators"
• "Licensed investment" / "Regulated investment product"
• "Safe alternative to banks" / "Deposit-like"
• "Capital protected" / "No downside risk"
• "Officially endorsed by VARA / SCA"

Any breach of this prohibition is deemed a material compliance breach.

E. Conditional Controls and Safeguards

If marketing expansion is triggered, the Company may, at its discretion and without prior notice:

• Implement enhanced onboarding acknowledgements confirming understanding of risk and non-guarantee.
• Introduce appropriateness or suitability-style questionnaires (non-advisory).
• Geo-fence or restrict access to certain jurisdictions.
• Require additional KYC/EDD documentation.
• Delay or suspend onboarding pending compliance clearance.

F. Internal Governance for Marketing Materials

All external-facing marketing materials relating to co-investment or revenue participation must:

• Be approved internally by legal/compliance prior to release;
• Be version-controlled and archived;
• Be consistent with the Website Terms, Master Agreement, and this Annex.