Date of Offer: 22 December 2025

This Public Offer (the "Offer") is made by S.MARTY Publishers Limited and addressed to any legal entity, individual entrepreneur or natural person (the "Agent") wishing to act as a point of sale for the Company's postcards on a consignment basis with a 20% commission. By completing and submitting the Point of Sale Registration and Offer Acceptance Form, the Agent irrevocably accepts this Offer in full, forming a binding Consignment Sales Agency Agreement (the "Agreement") between the Agent and the Company.

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

1. Parties

• Company (Principal): 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.

• Agent: The entity, individual entrepreneur or natural person accepting this Offer by completing the Point of Sale Registration and Offer Acceptance Form, acting as a point of sale for the Company's postcards (the "Goods").

2. Subject of the Agreement

2.1 The Company supplies the Goods to the Agent on a consignment basis. The Agent shall display, promote, and sell the Goods at its point of sale.

2.2 The Agent is entitled to a commission of 20% of the wholesale value of the Goods sold (net of any applicable taxes).

2.3 The selection of designs, quantity, and frequency of Goods supplied shall be determined by the Company based on the Agent's sales performance and statistics.

2.4 Retail Prices. Since title to and ownership of the Goods remain with the Company until sold to end customers, the Agent shall sell the Goods exclusively at the retail prices determined and notified by the Company from time to time. The Company shall provide the Agent with current price lists or instructions (including via email or online portal). The Agent shall not offer any discounts, promotions, or sell the Goods at prices below those specified without the Company's prior written consent. Any breach of this clause shall be considered a material breach entitling the Company to immediate termination and/or compensation for damages

3. Supply and Ownership of Goods

3.1 Title to and ownership of the Goods remain with the Company until sold to end customers.

3.2 The Company shall deliver the Goods to the Agent at the Company's expense (or as otherwise agreed). Risk passes to the Agent upon delivery.

3.3 The Agent shall store, display, and handle the Goods securely and in good condition at its own expense.

3.4 The Agent shall return unsold Goods to the Company upon request or at the end of each supply cycle, at the Agent's expense unless otherwise agreed.

4. Sales Reporting and Payment

4.1 On the first business day of each calendar month, the Agent shall submit a Sales Report detailing the quantity and value of Goods sold in the previous month.

4.2 Upon approval of the Sales Report, the Company shall calculate the amount due: wholesale value of sold Goods minus the Agent's 20% commission.

4.3 The Company shall debit the net amount from the Agent's registered payment method (credit/debit card or direct debit) on the 10th day of each calendar month (or the next business day if the 10th falls on a weekend or bank holiday).

4.4 The Agent must maintain valid payment details and sufficient funds. All amounts are in EUR.

5. Agent's Responsibilities and Liability

5.1 The Agent bears full responsibility for the safekeeping, preservation, and security of the Goods from delivery until sale or return. The Agent shall compensate the Company for any loss, damage, theft, or deterioration (fair wear and tear excepted).

5.2 The Agent shall diligently promote and sell the Goods in accordance with any Company guidelines and shall comply with the Company's pricing instructions.

6. Registration and Acceptance

6.1 Acceptance of this Offer is effected by the Agent completing and submitting the Point of Sale Registration and Offer Acceptance Form.

6.2 The Agreement commences upon the Company's approval of the submitted form.

7. Term and Termination

7.1 The Agreement is indefinite until terminated.

7.2 Either party may terminate on 30 days' written notice.

7.3 The Company may terminate this Agreement immediately without notice in the event of a material breach by the Agent, including (but not limited to):

• failure to submit Sales Reports;

• failure to preserve or safeguard the Goods;

• failure to facilitate payment; or

• failure to achieve minimum sales with a wholesale value of at least 100 EUR in two consecutive calendar quarters.

7.4 On termination, unsold Goods shall be returned to the Company at the Agent's expense, and all outstanding amounts settled.

8. Governing Law and Jurisdiction

8.1 Governed by the laws of England and Wales.

8.2 Exclusive jurisdiction of the courts of England and Wales.

9. Miscellaneous

9.1 This Offer constitutes the entire agreement.

9.2 Personal Data. The parties shall process any personal data exchanged under this Agreement in compliance with all applicable data protection laws in their respective jurisdictions, including (without limitation) the UK GDPR (for the Company) and any equivalent legislation in the Agent's country of residence. The Agent expressly consents to the transfer and processing of their personal data by the Company in the United Kingdom for the purposes of performing this Agreement.

9.3 Relationship of the Parties / Independent Contractor Status. The Agent acts as an independent contractor and not as an employee, worker, partner, joint venture partner, or commercial agent (within the meaning of the Commercial Agents (Council Directive) Regulations 1993) of the Company. Nothing in this Agreement shall create or be construed as creating an employment relationship, partnership, joint venture, or any form of agency relationship that would entitle the Agent to compensation or indemnity upon termination under the Commercial Agents Regulations or otherwise. The Agent shall be solely responsible for all taxes, National Insurance contributions, and any other liabilities arising from commissions received under this Agreement.

9.4 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/csaa. Such amendments shall apply to any new Agents accepting the Offer after the date of publication. For existing Agents, the amendments shall become effective only after a notice period of 30 days from the date of publication, unless the Agent notifies the Company in writing of termination within that period. No amendment shall apply retrospectively to any commissions earned prior to the effective date of the amendment.

9.5 Intellectual Property. The Agent acknowledges that all intellectual property rights in the Goods, including but not limited to designs, artwork, text, images, trademarks, and copyrights embodied in or associated with the Goods, belong exclusively to the Company or its licensors. The Agent is granted a limited, non-exclusive, revocable licence solely to display and sell the Goods as supplied by the Company in accordance with this Agreement. The Agent shall not modify, alter, reproduce, distribute, create derivative works from, or otherwise use the Goods or any content thereon for any purpose beyond the authorised sale of the Goods. The Agent shall have no right, title, or interest in any revenue, benefit, or compensation arising from any content, branding, or commercial arrangements associated with the Goods, other than the commission expressly provided for in this Agreement. Any breach of this clause shall constitute a material breach entitling the Company to immediate termination and claims for damages.

9.6 Local Laws and Taxes. The Agent is responsible for following all local laws that apply to selling the Goods at its point of sale, including rules on retail sales, consumer protection, and taxes (such as VAT or equivalent). If the Agent’s sales reach a level that requires registration for VAT or similar taxes in its country, the Agent agrees to register and handle those obligations. The Agent will protect the Company from any claims or costs that arise if the Agent does not follow these local rules.

9.7 Confidentiality. The Agent shall treat as confidential and shall not disclose to any third party any non-public information disclosed by the Company in connection with this Agreement, including but not limited to pricing, wholesale values, sales statistics, designs, marketing materials, and business strategies ("Confidential Information"). This obligation shall survive termination of this Agreement for a period of 2 years. The Agent may disclose Confidential Information only where required by law or with the Company's prior written consent. Upon termination, the Agent shall return or destroy all Confidential Information in its possession.

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

S.MARTY Publishers Limited

128 City Road, London, EC1V 2NX

Company Number: 15786481