Terms of Service

1. Definitions & Interpretation

In these Terms, the following definitions apply unless the context otherwise requires:

• "AGICY" means the AGICY project / brand operator of agicy.ai. Planned Cyprus Cap. 113 vehicles, including target HoldCo AGICY Holdings Ltd and OpCo AGICY Operations Ltd, are target / not yet formed — no incorporation claim or HE number is asserted here.
• "Platform" means the AGICY web application, API gateway, compute infrastructure, and all related services accessible at agicy.ai.
• "Client" means any entity or individual that accesses the Platform, executes a Strategic Reserve Agreement, or subscribes to compute services.
• "SRA" means a Strategic Reserve Agreement — the binding contract between AGICY and a Client for compute capacity reservation.
• "MSA" means a Master Services Agreement governing the ongoing compute relationship between AGICY and a Client.

2. Platform Access & Eligibility

Access to the AGICY Platform is restricted to entities and individuals who meet the following criteria:

• Corporate entities incorporated in a jurisdiction not subject to EU, US, or UN sanctions.
• Individuals who are at least 18 years of age and have full legal capacity to enter binding agreements.

AGICY reserves the right to refuse access to any party that fails KYC/AML screening, is identified as a Politically Exposed Person (PEP) without enhanced due diligence clearance, or is located in a sanctioned jurisdiction.

3. Strategic Reserve Agreement (SRA) & Compute Certificates

Clients may execute an SRA to reserve dedicated, air-gapped compute capacity on AGICY's EU-Sovereign infrastructure. By executing an SRA, the Client agrees to:

• Transfer a fully refundable hardware reservation deposit into a ring-fenced treasury account.
• Select a commitment tier: L4 (Conditional LOI) requiring a 10% ACV deposit, or L5 (Binding MSA) requiring a 20% ACV deposit.

Certificate of Compute Ownership: We recognize the severe global shortage of AI compute capacity, compounded by stagnation in new datacenter construction due to market factors. To ensure our Clients can secure their required demand at an early stage, AGICY issues a formal Certificate of Compute Ownership upon execution of the SRA. This Certificate serves as legally binding proof of future compute capacity reservation, explicitly designed to be recognized by EU banking and finance systems. Startups and enterprises may utilize this certificate as proof of operational viability when submitting business loan applications or securing venture funding.

4. hardware reservation deposits & Refund Policy

All hardware reservation deposits are held in a ring-fenced treasury account under Cyprus banking regulation. Deposits are fully refundable under the following conditions:

• AGICY Default: If AGICY fails to commence compute delivery within 30 calendar days after the facility achieves its Commercial Operation Date (COD), the Client is entitled to a full and immediate refund.
• Voluntary Withdrawal (Pre-COD): Clients may withdraw their SRA and request a full refund at any time before the COD, subject to a 30-day processing period.
• Post-COD Termination: Refund terms are governed by the executed MSA and are subject to the notice period specified therein.

5. Material Breach & Service Termination

If the Client commits a material breach of the SRA, MSA, or NDA, AGICY reserves the right to immediately terminate the agreement.

Material breach includes, but is not limited to:

• Unauthorized exfiltration or distribution of data processed on AGICY infrastructure.
• Violation of EU, US, or UN sanctions regimes.
• Non-payment of compute fees exceeding 60 calendar days past due.
• Breach of the Non-Disclosure Agreement (NDA).
• Providing false or misleading information during KYC/AML verification.
• Attempting to circumvent AGICY's sovereign firewall architecture or Proof-of-Holding access controls.

Upon a determination of material breach, AGICY shall:

• Immediately terminate the Client's compute access and revoke all API credentials.
• Retain the right to pursue additional legal remedies under Cyprus law, including claiming damages against any committed funds.
• Report the breach to relevant regulatory authorities where required by law.

6. Sovereign Governance & Partner Rights

AGICY's plannedCyprus corporate structure targets a Golden Share–style fiduciary mandate once Cap. 113 vehicles are formed and counsel-approved instruments execute. By using the Platform, the Client acknowledges that AGICY's project ethos prioritises EU digital sovereignty and data security. These governance features are design targets — not present incorporated guarantees.

• Golden Share (planned): Target structure contemplates a Cyprus State veto / Golden Share over non-EU hyperscaler acquisition of critical infrastructure — subject to formation, counsel, and governmental process. Not an existing shareholding claim.
• Data Governance Committee (DGC) (planned): Target oversight body for data isolation and handling policies once OpCo / campus operations commence.
• Partner Oversight (POOC) (planned): Eligible Tier 1 and Data Embassy clients may, under future MSA terms, appoint representatives to a Partner On-Premises Oversight Council — not a live campus right today.

7. EU Regulatory Compliance (GDPR & EU AI Act)

AGICY acts strictly as a data processor and infrastructure provider. The following guarantees are legally binding under EU law:

• GDPR Article 28: AGICY operates strictly as a data processor. Client data is never accessed, monetised, or transferred outside the EU/EEA.
• No Secondary Training: AGICY explicitly guarantees that no Client data will ever be used to train foundational AI models without explicit opt-in licensing.
• EU AI Act (Hardware Isolation): For clients deploying "high-risk" AI systems, AGICY provides hardware-enforced Trusted Execution Environments (TEEs) and full traceability logs to satisfy EU AI Act compliance mandates.

8. Force Majeure & AGICY Default

If AGICY fails to deliver committed compute capacity within 30 days of the Commercial Operation Date (COD) due to events outside its reasonable control:

• The Client receives a full hardware procurement refund.
• The Client may elect to withdraw entirely with no penalty or extend their SRA under the adjusted delivery date.

9. Intellectual Property

All intellectual property rights in the AGICY Platform, including but not limited to software, algorithms, network architecture, documentation, and brand assets, remain the exclusive property of AGICY (and, once formed, its planned Cyprus Cap. 113 vehicles). No licence is granted to the Client except as expressly set out in an executed MSA.

Client data processed on AGICY infrastructure remains the exclusive property of the Client. AGICY has no right to access, analyse, or monetise Client data.

10. Limitation of Liability & Dispute Resolution

To the maximum extent permitted by applicable law, AGICY shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from your access to or use of the Platform.

Mandatory 30-Day Resolution Window: In the event of any dispute, claim, or controversy arising out of or relating to these Terms, the Client must first address the matter by providing written notice to AGICY. If the parties cannot resolve the dispute amicably within thirty (30) days of receiving such notice, either party may then pursue further legal action.

These Terms are governed by and construed in accordance with the laws of the Republic of Cyprus. Any dispute that remains unresolved after the 30-day window shall be submitted to the exclusive jurisdiction of the courts of Nicosia, Cyprus.

For disputes exceeding €1,000,000, parties agree to first attempt resolution through binding arbitration administered by the Cyprus Chamber of Commerce and Industry before pursuing litigation.

11. Amendments

AGICY reserves the right to amend these Terms at any time. Material changes will be communicated to all active Clients via email and the Platform's Message Center with at least 30 days' notice before taking effect.

Continued use of the Platform after the effective date of any amendment constitutes acceptance of the modified Terms.

Site assistants (beta)

Platform chat assistants (including Aphrodite on investor pages) are in beta. They may make mistakes. They are not investment advice, not a solicitation, and not an offer of securities. Do not rely on a chat answer for any investment, SRA, legal, or operational decision.

You must re-confirm material facts by emailing agi@agicy.ai or by submitting the form on the Contact page, before you act.