Public Offer to Enter into a
Referral Agreement
Date of Offer: 22 December 2025
This Public Offer is made by S.MARTY Publishers Limited and addressed to any legal entity or natural person (the "Referrer") wishing to participate in referring potential points of sale for the Company's postcards under the Consignment Sales Agency Agreement. By completing and submitting the Referral Registration and Acceptance Form, the Referrer irrevocably accepts this Offer in full, forming a binding Referral Agreement (the "Agreement") between the Referrer 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.
Referrer: Any legal entity or natural person accepting this Offer by completing the form below, acting as a referrer of potential agents (points of sale) for the Company's postcards.
2. Subject of the Agreement
2.1 The Referrer shall identify and refer potential agents (points of sale) to the Company for entry into the Consignment Sales Agency Agreement (the "Agency Agreement").
2.2 The Referrer is entitled to a referral fee of 20 Euros (EUR) for each referred potential agent that: (a) successfully enters into the Agency Agreement with the Company; and (b) achieves sales results, defined as selling Goods (postcards) with a wholesale value of at least 200 Euros (EUR) within the first three calendar months following the Agency Agreement's commencement.
2.3 The Company reserves the right to accept or reject any referral at its sole discretion.
3. Referral Process
3.1 The Referrer shall submit referrals by directing potential agents to the Company's designated registration page using the unique referral link provided by the Company upon the Referrer's registration.
3.2 The Company shall automatically track referrals made via the Referrer's unique link.
3.3 The Referrer shall not make any representations or commitments on behalf of the Company without prior written approval.
4. Payment of Referral Fees
4.1 Referral fees shall be calculated and paid monthly, within 15 days following the end of the calendar month in which the sales results condition is met.
4.2 Payments shall be made in Euros (EUR) via bank transfer to the Referrer's nominated account, net of any applicable taxes or withholding requirements.
4.3 The Referrer must provide valid banking details during registration and is responsible for any currency conversion or transfer fees.
4.4 No fee is payable if the referred agent fails to achieve the minimum wholesale sales of 200 Euros within the specified period or if the referral is invalid (e.g., duplicate, self-referral, or non-compliant with laws).
5. Referrer's Responsibilities and Liability
5.1 The Referrer shall conduct referrals ethically and in compliance with all applicable laws, including the UK Bribery Act 2010, UK GDPR, and anti-money laundering regulations. The Referrer shall not offer incentives that could be construed as bribes or engage in misleading practices.
5.2 The Referrer indemnifies the Company against any claims arising from the Referrer's referrals, including breaches of data protection or competition laws.
5.3 The Referrer is solely responsible for declaring and paying any taxes due on referral fees received.
6. Registration and Acceptance
6.1 Acceptance of this Offer is effected by the Referrer completing and submitting the Referral Registration and Acceptance Form.
6.2 Upon approval, the Company shall provide the Referrer with a unique referral link for tracking purposes. The Agreement commences upon such approval.
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 immediately for material breach (including unethical conduct, legal non-compliance, or misuse of referral links).
7.4 On termination, no further referral fees shall accrue, but fees earned prior to termination and meeting the conditions shall be paid.
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 The Referrer consents to the processing of personal data in accordance with UK GDPR for the purposes of this Agreement.
9.3 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Company and the Referrer.
9.5 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/referral-agreement. Such amendments shall apply to any new Referrers accepting the Offer after the date of publication. For existing Referrers, the amendments shall become effective only after of 30 days from the date of publication ("Notice Period"), unless the Referrers notifies the Company in writing of termination within that period. Continued participation in the referral programme (including submitting new referrals or receiving referral fees) after the expiry of the Notice Period shall constitute acceptance of the amended terms. No amendment shall apply retrospectively to referral fees already earned or referrals made prior to the effective date of the amendment.
S.MARTY Publishers Limited
128 City Road, London, EC1V 2NX
Company Number: 15786481