Date of Offer: 31 December 2025

This Public Offer (the "Offer") is made by S.MARTY Publishers Limited (the "Company" or the "Publisher") and addressed to any legal entity (the "Advertiser") wishing to place advertising on the front side of the Company's postcards (the "Advertising Space"). The front side design may be developed by the Company or based on materials provided by the Advertiser. By completing and submitting the Advertising Placement Registration and Offer Acceptance Form, the Advertiser irrevocably accepts this Offer in full, forming a binding Advertising Placement Agreement (the "Agreement") between the Advertiser and the Company.

This Agreement is governed by the laws of England and Wales.

1. Parties

Company (Publisher): S.MARTY Publishers Limited, a private limited company incorporated in England and Wales with company number 15786481, registered office at 128 City Road, London, United Kingdom, EC1V 2NX.

Advertiser: The legal entity accepting this Offer by completing the Advertising Placement Registration and Offer Acceptance Form.

2. Subject of the Agreement

2.1 The Company shall produce postcards featuring the Advertiser's advertisement on the front side (the "Advertised Postcards"). The design of the front side shall be either:

• Developed by the Company based on the Advertiser's specifications and briefing; or

• Based on ready-to-print artwork supplied by the Advertiser.

2.2 The Company shall produce the quantity of Advertised Postcards as specified in the accepted order and place them into distribution and sale through its network of points of sale.

2.3 The cost payable by the Advertiser shall be 360 EUR (exclusive of any applicable VAT) per 1000 postcards for the design (if developed by the Company), production, and distribution of the Advertised Postcards.

2.4 The Advertised Postcards shall be placed into distribution and sale no later than 12 days from the date of approval of the design.

2.5 The period of active distribution and sale of the Advertised Postcards shall be a maximum of 3 months from the date they are placed into distribution.

2.6 Specifications such as exact quantity, format, and any additional requirements shall be confirmed upon acceptance of the order.

3. Design and Approval

3.1 If the Company develops the design, it shall provide the Advertiser with 2 draft concepts and up to 2 rounds of revisions. The Advertiser shall approve the final design in writing (including via email) within 7 days of receipt of the final draft.

3.2 If the Advertiser supplies the artwork, it must be provided in a print-ready format as specified by the Company. The Advertiser shall ensure that the artwork complies with all technical requirements provided by the Company.

3.3 Any delays in approval or supply of materials by the Advertiser shall automatically extend the production and distribution timelines accordingly.

4. Intellectual Property Rights

4.1 The Advertiser warrants that it owns or has obtained all necessary rights, licences, and permissions to use any logos, trademarks, images, text, or other protected materials (the "Advertiser Materials") supplied for the advertisement, and that such use will not infringe any third-party intellectual property rights.

4.2 The Advertiser shall indemnify and hold harmless the Company against any claims, losses, damages, costs, or expenses arising from any breach of the warranty in clause 4.1.

4.3 If the Company develops the design, the Company grants the Advertiser a non-exclusive, worldwide licence to use the design solely in connection with the Advertised Postcards produced under this Agreement. Ownership of the design shall remain with the Company.

4.4 The Company retains all rights in its pre-existing templates, artwork, and intellectual property not specific to the Advertiser’s design.

5. Payment Terms

5.1 The Advertiser shall pay 100% of the total cost upon acceptance of this Offer and approval of the design brief (or immediately upon receipt of the final design if the Advertiser supplied the artwork).

5.2 All payments shall be made in EUR by bank card online through the Company's designated payment portal.

5.3 Payments are exclusive of VAT (if applicable). See clause 9.5 regarding taxes.

6. Registration and Acceptance

6.1 Acceptance of this Offer is effected by the Advertiser completing and submitting the Advertising Placement Registration and Offer Acceptance Form.

6.2 The Agreement commences upon the Company's approval of the submitted form and receipt of the full payment.

7. Term and Termination

7.1 The Agreement shall continue until the Advertised Postcards are no longer in active distribution or as otherwise specified in clause 2.5.

7.2 Either party may terminate this Agreement on 30 days' written notice if the other party commits a material breach that is not remedied within 14 days of written notice of the breach.

7.3 The Company may terminate this Agreement immediately without notice if the Advertiser fails to make payment when due or breaches any of the intellectual property warranties in clause 4.

8. Governing Law and Jurisdiction

8.1 This Agreement is governed by the laws of England and Wales.

8.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.

9. Miscellaneous

9.1 Personal Data. The parties shall process any personal data in compliance with applicable data protection laws, including the UK GDPR.

9.2 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

9.3 Amendment and Continuing Effect. The Company reserves the right to amend, modify or replace this Public Offer at any time by publishing the updated version on the Company's website at https://www.smartypublishers.com/apa. Such amendments shall apply to any new Advertisers accepting the Offer after the date of publication. For existing Advertisers, the amendments shall become effective only after a notice period of 30 days from the date of publication (with notice given by email to the address provided by the Advertiser and/or by publication on the website), unless the Advertiser notifies the Company in writing of its wish to terminate the Agreement within that 30-day period. No amendment shall apply retrospectively to any payments already made or to any Advertised Postcards already placed into distribution prior to the effective date of the amendment.

9.4 Local Laws and Taxes. The Advertiser is solely responsible for compliance with any local laws and regulations regarding the content of its advertisement.

9.5 Taxes and VAT. The Company is a UK-established entity and currently does not have a VAT registration number (as its taxable turnover is below the UK VAT registration threshold of £90,000). All amounts quoted are exclusive of VAT. For supplies to business customers (B2B) outside the UK, the place of supply is generally where the Advertiser belongs, and the Advertiser may be required to account for any local VAT under the reverse charge mechanism or equivalent in its jurisdiction. The Advertiser shall provide its VAT registration number (if applicable) and indemnify the Company against any tax liabilities arising from incorrect or missing information provided by the Advertiser.

9.6 Electronic Acceptance. Submission of the form with confirmation constitutes valid electronic acceptance equivalent to a handwritten signature under applicable law.

9.7 Confidentiality. Each party shall keep confidential any non-public information disclosed by the other and shall not disclose it without prior written consent, except as required by law.

9.8 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations (except payment obligations) due to events beyond its reasonable control, including acts of God, war, pandemic, strike, or government restrictions.

S.MARTY Publishers Limited

128 City Road, London, EC1V 2NX

Company Number: 15786481