Legal · Last updated: 28 August 2026
Sovereign Resource Allocation (SRA)
Terms & Conditions
1. Parties & Interpretation
These SRA Terms & Conditions (“SRA Terms”) form a binding agreement between AGICY, operated under the AGICY brand by Advanced Governance & Intelligence Cyprus(the “Company”, “AGICY”, “we”, or “us”), and the entity or individual executing a Sovereign Resource Allocation (“Subscriber”, “you”, or “Client”). SRA agreements may be performed by AGICY or novated to an affiliated Cyprus corporate vehicle designated for compute operations, on notice without changing the commercial substance of an executed SRA, except as required by law.
Pre-COD delay risk, stated plainly: if commercial operation slips, reserved offtake does not become live campus megawatts. As of August 2026 executed offtake is zero. This page is contract terms, not legal advice and not a live hall claim. Commercial summary: /sra.
The SRA Terms supplement the General Terms of Service and the Privacy Policy. In the event of conflict between these SRA Terms and the General Terms, these SRA Terms shall prevail to the extent of the inconsistency.
Key Definitions
2. Scope of the Sovereign Resource Allocation
An SRA is a capacity reservation agreement under which the Company allocates dedicated Tenstorrent Galaxy RISC‑V compute nodes for the Subscriber’s exclusive use within AGICY’s sovereign data centre infrastructure located in the Republic of Cyprus.
The SRA does not constitute:
- A lease, licence, or transfer of ownership in hardware;
- An investment contract, security, or collective investment scheme;
- A payment instrument, e‑money product, or credit facility;
- A guarantee of future returns, equity appreciation, or liquidity.
3. Hardware Reservation Deposit
Upon execution, the Subscriber pays a hardware reservation depositequal to Level 4 (10%) or Level 5 (4%) of the Annual Contract Value (“ACV”), as selected during the SRA checkout process.
3.1 Nature of Deposit
The deposit is a refundable advance payment toward future compute consumption. It is not a purchase of equity, tokens, warrants, or any other financial instrument.
3.2 Refund Policy
The deposit is fully refundable within fourteen (14) calendar daysof execution (“Cooling-Off Period”), for any reason, without penalty. Refund requests after the Cooling-Off Period are subject to capacity reallocation timelines and may be pro-rated based on consumed compute.
3.3 Application of Deposit
The deposit shall be credited toward the Subscriber’s first-period compute invoice. No interest accrues on the deposit during the reservation period.
4. Compute Capacity & Service Level
4.1 Dedicated Allocation
Each SRA tier specifies a fixed number of dedicated RISC‑V compute nodes, annual token throughput, and contract term. These specifications are set out in the Tier Schedule published at agicy.ai/pricing at the time of execution and form part of these SRA Terms.
4.2 Data Sovereignty
All compute, storage, and inference operations are performed within sovereign infrastructure in the Republic of Cyprus. Data does not leave the jurisdiction unless the Subscriber explicitly configures cross-border replication. AGICY is compliant with the EU General Data Protection Regulation (GDPR) and the EU AI Act.
4.3 Uptime SLA
AGICY targets 99.9% monthly uptime for allocated compute nodes. Scheduled maintenance windows are notified 72 hours in advance. SLA credits for downtime are as defined in the Tier Schedule.
5. Class D Warrants
5.1 Eligibility
Subscribers executing an SRA at qualifying tiers may be eligibleto receive Class D Warrants, subject to:
- Completion of applicable Know Your Customer (KYC) and Anti-Money Laundering (AML) verification;
- Execution of the definitive Warrant Instrument and any required ancillary documents;
- Compliance with applicable securities regulations in the Subscriber’s jurisdiction;
- The SRA being in good standing and not terminated for cause.
5.2 Warrant Terms (Summary)
Where eligible, the following terms apply. Definitive terms are governed solely by the executed Warrant Instrument:
- Underlying: Class B Ordinary Shares of the AGICY group holding company (or such other Cap. 113 vehicle as designated in the Warrant Instrument);
- Exercise Price: €1.22 per share (fixed at grant);
- Warrant Rate: 5–10% of ACV, depending on tier;
- Vesting: Warrants vest ratably over the SRA contract term in equal tranches;
- Expiry: 10 years from grant date, or as specified in the Warrant Instrument;
- Transferability: Warrants are not transferable except with prior written consent of the Board;
- Exercise: Subject to applicable regulatory approvals and the terms of the Warrant Instrument.
5.3 No Guarantee of Value
The Company makes no representation or warranty regarding:
- The future value of the underlying shares or the warrants themselves;
- The occurrence, timing, or terms of any initial public offering, liquidity event, or secondary transaction;
- The ability to exercise warrants in any particular jurisdiction;
- Any particular tax treatment of warrant grants, vesting, or exercise.
Subscribers are strongly advised to consult independent legal, tax, and financial advisors before entering into any SRA that may include warrant entitlements.
5.4 Forfeiture
Unvested warrants are forfeited immediately upon:
- Termination of the SRA for cause (Section 8.2);
- Material breach of these SRA Terms that remains uncured after the notice period;
- The Subscriber entering insolvency, administration, or similar proceedings.
Vested warrants survive termination subject to the exercise window specified in the Warrant Instrument.
5.5 Administrative on-chain record (Ethereum)
The Company may, after KYC/AML clearance and grant under the Warrant Instrument, record a Class D entitlement against an Ethereum address supplied by the Subscriber. That record is an administrative register only. It does not:
- Constitute an offer of crypto-assets to the public under MiCA (Regulation (EU) 2023/1114);
- Create a transferable token, e-money token, or asset-referenced token;
- Permit listing, trading, or settlement on any venue or DEX;
- Replace the Warrant Instrument, Board approval, or Cap. 113 corporate records;
- Accelerate vesting — vesting follows the instrument and published campus roadmap milestones, not a token unlock schedule.
Supplying a wallet address on the interest form is optional and does not purchase, mint, or allocate warrants. Cyprus CySEC, Greek HCMC, and EU prospectus / MiFID rules continue to apply to any securities instrument. Counsel must confirm any on-chain implementation before mainnet use.
6. AGICY Academy & Training
Qualifying SRA tiers include access to AGICY Academy training programmes, comprising model fine-tuning workshops, RLHF methodology, sovereign MLOps, and dedicated AI training sessions. The scope, duration, and format of training are as specified in the Tier Schedule and may be updated from time to time at AGICY’s discretion.
Academy access is personal to the Subscriber’s designated personnel and may not be resold or sublicensed.
7. Payment Terms
7.1 Currency
All SRA amounts are denominated in Euro (€).
7.2 Payment Methods
The hardware reservation deposit is payable via Stripe (card or bank transfer). Subsequent compute invoices may be paid via wire transfer, SEPA, or card.
7.3 Late Payment
Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by Cyprus law, whichever is lower. The Company may suspend compute access after 30 days of overdue payment.
7.4 Taxes
All amounts are exclusive of VAT. Cyprus VAT (19%) applies to Subscribers with a Cyprus establishment. Intra-community and third-country supplies are subject to the applicable reverse-charge or zero-rate provisions.
8. Term & Termination
8.1 Term
The SRA commences on the date of deposit payment and continues for the contract term specified in the selected tier (12–36 months), unless terminated earlier in accordance with this Section.
8.2 Termination for Cause
Either party may terminate the SRA immediately upon written notice if:
- The other party materially breaches these SRA Terms and fails to cure within 30 days of written notice;
- The other party enters insolvency, liquidation, or analogous proceedings;
- Continued performance would violate applicable law or sanctions.
8.3 Effect of Termination
Upon termination:
- Compute access ceases at the end of the current billing period;
- The Subscriber must export all data within 30 days; thereafter AGICY may delete it;
- Unvested warrants are forfeited per Section 5.4;
- Any unused deposit balance (net of consumed compute) is refunded within 60 days.
9. Confidentiality
Each party shall keep confidential all non-public information received from the other party in connection with the SRA, including pricing, warrant allocations, technical configurations, and business data. This obligation survives termination for five (5) years.
Exceptions: information that is (a) publicly available through no fault of the receiving party, (b) independently developed, (c) lawfully received from a third party, or (d) required to be disclosed by law, regulation, or court order.
10. Intellectual Property
All intellectual property in AGICY’s platform, infrastructure, software, and documentation remains with the Company. The SRA grants no licence to AGICY’s IP except the right to use the allocated compute capacity during the term.
Models trained by the Subscriber on AGICY infrastructure remain the Subscriber’s intellectual property. AGICY claims no ownership of Subscriber data, model weights, or inference outputs.
11. Limitation of Liability
11.1 Cap
The Company’s total aggregate liability under or in connection with the SRA, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Subscriber in the twelve (12) months preceding the claim.
11.2 Exclusions
To the maximum extent permitted by law, the Company shall not be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, loss of business opportunity, or failure to realise anticipated warrant value.
11.3 Carve-Outs
Nothing in this Section limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot be excluded under applicable law.
12. Subscriber Representations
By executing an SRA, the Subscriber represents and warrants that:
- It is duly organised and validly existing under the laws of its jurisdiction;
- The person executing the SRA has authority to bind the Subscriber;
- Execution of the SRA does not violate any applicable law, regulation, or existing agreement;
- All information provided during the SRA process (including KYC information) is accurate, current, and complete;
- It understands that Class D Warrants (if applicable) are illiquid, speculative, and involve substantial risk;
- It has sought independent professional advice to the extent it considers necessary.
13. Regulatory Compliance
13.1 KYC/AML
AGICY reserves the right to request KYC, AML, and source-of-funds documentation before or after execution. Failure to provide satisfactory documentation within 14 days of request may result in suspension or termination.
13.2 Sanctions
The Subscriber represents that it is not (and no beneficial owner is) a person or entity subject to sanctions administered by the EU, UN, OFAC, or HM Treasury. The Company may immediately terminate any SRA if it determines a sanctions risk.
13.3 Securities Laws
Warrant entitlements are offered only where lawful to do so. The Company makes no representation that warrants may be offered, exercised, or settled in all jurisdictions. The Subscriber is solely responsible for compliance with securities laws in its jurisdiction.
14. Force Majeure
Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemic, government action, power failure, internet disruption, or semiconductor supply shortages. The affected party shall provide prompt notice and use reasonable efforts to mitigate.
15. Data Protection
AGICY processes personal data in accordance with the Privacy Policy. Where AGICY acts as a data processor on behalf of the Subscriber, the parties shall execute a Data Processing Agreement (DPA) in compliance with GDPR Article 28.
16. Governing Law & Dispute Resolution
16.1 Governing Law
These SRA Terms are governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to conflict of law principles.
16.2 Arbitration
Any dispute arising out of or in connection with these SRA Terms, including any question regarding their existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of the Cyprus Scientific and Technical Chamber (ETEK) or, at the Company’s election, the ICC International Court of Arbitration. The seat of arbitration shall be Limassol, Cyprus. The language of the proceedings shall be English.
16.3 Injunctive Relief
Nothing in this Section prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction.
17. General Provisions
17.1 Entire Agreement
These SRA Terms, together with the General Terms, Privacy Policy, Tier Schedule, and any executed Warrant Instrument, constitute the entire agreement between the parties with respect to the SRA.
17.2 Amendments
AGICY may amend these SRA Terms by publishing an updated version at this URL with at least 30 days’ advance notice. Continued use of the SRA after the effective date constitutes acceptance. Material changes to warrant terms require the Subscriber’s written consent.
17.3 Severability
If any provision of these SRA Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect.
17.4 Assignment
The Subscriber may not assign the SRA without AGICY’s prior written consent. AGICY may assign its rights and obligations to an affiliate or successor entity.
17.5 Notices
All formal notices shall be in writing and sent to the email address provided during SRA execution (for the Subscriber) or to legal@agicy.ai (for AGICY).
17.6 No Waiver
Failure to enforce any provision of these SRA Terms does not constitute a waiver of that provision or the right to enforce it subsequently.
18. Forward-Looking Statements Disclaimer
Certain information on agicy.ai and in materials associated with the SRA may contain forward-looking statements, including but not limited to statements about anticipated compute capacity, token throughput, technology deployments, and warrant structures. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied.
Forward-looking statements are not guarantees of future performance. The Company expressly disclaims any obligation to update or revise forward-looking statements, except as required by applicable law.
No information on this Platform constitutes an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such offer or solicitation would be unlawful.
19. Contact
For questions about these SRA Terms, contact:
AGICY — Advanced Governance & Intelligence Cyprus
Legal Department
legal@agicy.ai
8 John Kennedy Street, Iris House, 7th floor, 3106 Limassol, Cyprus
+357 95 572 777