Client Service Agreement

    This Client Service Agreement (“Agreement”) is entered into between:

    Nomad Layer Co., a company registered in Próspera ZEDE, Roatán, Honduras (“Nomad Layer”), and
    the individual or entity completing the onboarding flow or otherwise purchasing a Nomad Layer service (“Client”).

    Nomad Layer and Client are together the “Parties.”

    Purpose and Scope of Services

    Nomad Layer provides facilitation, coordination, administrative support, and related services to assist Clients with obtaining residency or tax residency in select jurisdictions, including the Próspera Lump Sum Residency Program (“Services”).

    Nomad Layer is not a law firm, accounting firm, immigration authority, or financial advisor. The Services consist of process assistance and facilitation only. All government decisions, approvals, and legal outcomes are made solely by the relevant authorities.

    This Agreement governs Client’s use of Nomad Layer’s Services, including current and future residency-related programs offered by Nomad Layer.

    Incorporation of Terms & Conditions

    Client acknowledges that the Nomad Layer Terms and Conditions (“T&Cs”), available at nomadlayer.com, govern the use of the Services.

    The T&Cs are incorporated into this Agreement by reference in full and form part of the binding contractual framework between the Parties.

    In case of conflict between this Agreement and the T&Cs, the T&Cs prevail.

    Client confirms and agrees in advance that Nomad Layer may update or revise the T&Cs from time to time and that the updated T&Cs will automatically apply to Client’s use of the Services from the date they take effect.

    Acceptance of Agreement

    Client enters into this Agreement by:

    1. Clicking “I AGREE,” “Accept,” or a similar confirmation button during onboarding;
    2. Proceeding with payment; or
    3. Submitting personal information to begin the residency onboarding process.

    Client acknowledges that acceptance is valid even without creating an account and that use of the Services constitutes ongoing consent to this Agreement and the T&Cs.

    Client Responsibilities

    Client agrees to:

    • provide accurate, complete, and lawful information;
    • comply with all eligibility requirements and third-party requirements (including Próspera documentation or Agreements of Coexistence);
    • pay all fees (Nomad Layer fees and third-party fees);
    • complete KYC/AML verification as requested; and
    • seek independent legal, tax, or financial advice as needed.

    Client understands that failure to cooperate may delay or prevent the completion of Services and may result in termination under the T&Cs.

    Fees and Payment

    Fees payable to Nomad Layer are communicated during onboarding.
    Government, agency, background check, and lump-sum tax payments are the Client’s responsibility unless expressly stated otherwise.

    Payments are made through Próspera’s or Nomad Layer’s payment processor.
    Refunds, cancellations, and chargebacks are governed strictly by the Refunds and Cancellation Policy contained in the T&Cs.

    Role of Third Parties

    Client authorizes Nomad Layer to transfer documents and information to relevant authorities and trusted partners as required to perform the Services.

    Nomad Layer is not liable for decisions, delays, costs, errors, or failures of government bodies, Próspera institutions, payment processors, service partners, or any third party.
    Any agreements required by third parties are solely between Client and such third parties.

    No Guarantee of Outcome

    Client understands that:

    • Residency approval is not guaranteed;
    • Timelines depend on third-party authorities;
    • Regulatory, legal, and policy changes may occur at any time.

    Nomad Layer provides reasonable assistance but does not warrant any specific result.

    Limitation of Liability

    To the fullest extent permitted under Próspera law:

    • Nomad Layer’s total liability under this Agreement and the Services is limited to the fees Client paid to Nomad Layer for the specific Service giving rise to the claim.
    • Nomad Layer shall not be liable for indirect, incidental, special, punitive, or consequential damages.
    • Nomad Layer is not liable for third-party acts, omissions, or decisions.

    These limitations are an essential part of this Agreement.

    Term and Termination

    This Agreement begins upon Client’s acceptance and continues until:

    • completion of the purchased Service, or
    • termination under the T&Cs.

    Nomad Layer may suspend or terminate Services for non-payment, fraudulent conduct, non-cooperation, illegality, or breach of the T&Cs.

    Governing Law and Dispute Resolution

    This Agreement is governed by the laws of the Próspera ZEDE, Roatán, Honduras.

    Disputes shall be resolved in accordance with the Dispute Resolution section of the T&Cs, including the agreement to binding arbitration and the class action waiver.

    Entire Agreement

    This Agreement and the incorporated T&Cs constitute the entire agreement between the Parties concerning the Services.
    No verbal representations modify the Parties’ obligations.

    Electronic Signatures

    Client agrees that electronic acceptance of this Agreement—whether by button click, online submission, or other digital action—constitutes a valid and binding signature.

    By selecting “I AGREE” or by proceeding with the onboarding, the Client confirms acceptance of this Agreement and the Nomad Layer Terms and Conditions.

    Last Updated: November 19, 2025