Public offer agreement

This Public Offer Agreement (the “Agreement”) governs the provision of information, legal, consultancy, compliance, transaction support and related advisory services by the following entities operating under the Eternity Law International brand (collectively referred to as the “Eternity Law International”, or “Company”):

(a) EL INTERNATIONAL LLC

Registration No.: 404647735

Registered address: Georgia, Tbilisi, Mtatsminda District, Revaz Tabukashvili Str., N 45, Area N 7

(b) ELI GLOBAL LTD

Registration No.: 12586107

Registered office: 85 Great Portland Street, First Floor, London, United Kingdom, W1W 7LT

The relevant contracting entity shall be identified in the applicable invoice, quotation, engagement letter, service agreement or other contractual document issued to the Client.

1. GENERAL PROVISIONS

1.1. This Agreement sets out the general terms applicable to Services provided by the Company to individuals and legal entities (the “Client”).

1.2. When paying for the services of the company, the Customer – a natural or legal person by its actions confirms the acceptance and acceptance of the provisions of this agreement specified below under the text of the Agreement and becomes the Client, and the Company and the Client jointly by the Parties to the Offer Agreement.

1.4. The Agreement of the Public Offer does not require the signature or seals by the Client, while having the legal force of the signed and sealed document. 1.5. In view of the foregoing, the Client must carefully study the text of this document. In the event that the customer does not agree with any terms and conditions, he may refuse this Offer agreement, pay and use the Company’s services.

2. NATURE AND SCOPE OF SERVICES

2.1. The Company provides independent legal, consultancy, compliance, transaction support and related professional services. The specific scope, price and conditions of the Services shall be determined by the applicable invoice, quotation, engagement letter or other written communication agreed with the Client.

2.2. Depending on the engagement, the Services may include, among other things:

• legal and regulatory consultancy;
• preparation and review of legal and transaction documentation;
• legal due diligence;
• assistance with company formation and re-registration procedures;
• transaction structuring and ownership transfer support;
• compliance and regulatory consultancy;
• assistance in preparing and submitting applications and supporting documentation;
• coordination with independent lawyers, consultants, registered agents, notaries and other professional advisers; and
• communication and procedural support in dealings with competent authorities where appropriate.

2.3. The Company is an independent private professional services provider. Unless expressly stated otherwise in a separate engagement relating to a particular jurisdiction, the Company does not act as a governmental body, public authority, regulator, licensing authority, financial institution, investment firm, broker, exchange, payment service provider, gambling operator or provider of any other underlying regulated activity.

2.4. References on the Company’s website to licences, registrations, authorisations, permits, regulated businesses, financial services, gambling, cryptocurrency, payment services or other regulated industries describe the subject matter of the Company’s legal and consultancy services and shall not be interpreted as the provision by the Company of the underlying regulated activity.

2.5. The Company does not itself issue, grant or guarantee governmental licences, registrations, permits or regulatory approvals. Any such decision is made exclusively by the relevant competent authority and remains subject to applicable law, eligibility requirements and regulatory discretion.

2.6. Where the website contains information concerning ready-made companies, businesses or companies holding existing licences, registrations or authorisations, such information is provided for general informational and B2B purposes. The Company’s role is limited to legal, consultancy, due diligence, transaction and transfer support. The publication of such information does not constitute the provision of the underlying regulated service by the Company.

3. ACCEPTANCE AND COMMENCEMENT

3.1. The Client accepts this Agreement by making payment for the Services to the Company.

3.2. The provision of Services shall commence upon receipt of the agreed payment and all documents and information reasonably required from the Client.

3.3. Terms for the provision of services are negotiated individually with the Client. Terms start to be calculated from the moment of receipt by the Company of all required amount of information from the Client.

3.4. Any timeframe dependent upon governmental authorities, regulators, banks, counterparties or other third parties is outside the Company’s direct control.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The Company undertakes:

• Organize and ensure the proper provision of the Services prior to the Agreement.
• Use personal data and other confidential information about the Customer only for the provision of the Services, do not transfer or show to third parties, the Company’s documentation and information about the Customer.
• To give oral and written consultations on additional questions of the Client.

The scope and timing of the preparation of the consultation, as well as the form of consultation, are determined on a case-by-case basis by the Company independently.

4.2. The Company has the right:

• Unilaterally determine the value of any services provided and change the terms of this Agreement.
• Independently determine the form and method of providing the Services, taking into account the requirements of legislation, technical capabilities and specific terms of the Agreement taking into account the wishes of the Client.
• Use the services of any individuals and legal entities for the purpose of qualitative and timely fulfillment of obligations under the Agreement. At its discretion, determine the composition of professionals involved in the services provided, as well as at their discretion to distribute the work between them.
• Require payment for services rendered.
• To refuse the Client in the provision of services in case of non-payment (incomplete payment) for services within the terms established by the Agreement, if the application for services is not provided in time.
• Receive from the Client any information necessary to fulfill its obligations under the Agreement. In the event of failure to provide or incomplete / incorrect provision of information by the Customer, the Company has the right to suspend the performance of all obligations under the Agreement before providing the requested information.

4.3. The Client is obliged:

• Timely and fully pay the Company the cost of the Services provided in the manner and within the time and amount specified in this Agreement.
• Provide the Company with all documents, information and data necessary to fulfill its obligations under this Agreement.
• Do not disclose confidential information and other data provided by the Company in connection with the implementation of this Agreement.

4.4. The Client has the right:

• Require the Company to provide information on the organization and provision of proper provision of Services under the Agreement.
• Require proper and timely provision of Services by the Company.

5. THIRD PARTIES AND REGULATORY AUTHORITIES

5.1. The Company may assist the Client in communicating with regulators, public authorities, banks, payment institutions, registered agents, notaries and other third parties.

5.2. Such third parties act independently from the Company. Their decisions, processing times, requirements, fees and internal policies are outside the Company’s control.

5.3. The Company does not guarantee:

• issuance or maintenance of any licence, registration, authorisation or permit;
• approval of any application;
• opening or continued operation of any bank, payment or merchant account;
• onboarding by any third-party provider;
• approval of a change of ownership or control; or
• any particular decision by a governmental, regulatory or private third party.

5.4. Any reference to assistance with licensing, registration, authorisation or similar procedures means professional advisory and procedural support and does not mean that the Company itself grants or provides the relevant licence or regulated service.

6. FEES AND PAYMENT

6.1. The cost of the Services under the Agreement is determined by the Company in accordance with the Fees posted on the site https://www.eternitylaw.com/, separate services are negotiated with the Company’s employees.

6.2. All rates are in Euro.

6.3. Payment for the Services under this Agreement is made on the basis of a 100% prepayment and in the manner prescribed by this Agreement.

6.4. The Client is solely responsible for the correctness of payments made by him. The moment of payment is the receipt of funds to the Company’s current account.

6.5. The Company reserves the right to change the Fees at its discretion.

6.6. Fees are indicated for standard services. In the case where additional provision of the Services is required, the cost may be increased accordingly.

6.7. Payment for the provision of Services for the registration and maintenance of companies is charged in advance and subsequently annually.

6.8. The fee for the Services provided by the Company is non-refundable and does not include Tariffs of banks and other organizations involved in the provision of services.

6.9. In the event that the Client provides incomplete, unreliable or inconsistent information that has affected the result of providing the Services to the Client, the Company reserves the right not to return to the Client the payment made for this Service.

6.10. In the framework of fulfilling its obligations under the Agreement, the Company provides a basic package of documents for the company ordered, which it previously coordinates with the Client. If the third party requests documents that are not included in the specified basic package, the Client shall bear the costs for the preparation and delivery of such documents.

6.11. Third-party expenses, including governmental fees, regulator fees, notarial fees, registered agent fees, translation costs, courier expenses and fees of external professionals, are not included unless expressly stated otherwise.

7. LIABILITY

7.1. The Company shall be responsible for the proper performance of the professional Services falling within its agreed scope.

7.2. The Company shall not be responsible for delays, refusals, suspensions or other decisions made by governmental authorities, regulators, banks, payment institutions, counterparties or other independent third parties.

7.3. The Company shall not be liable for consequences arising from incomplete, inaccurate, misleading or outdated information supplied by the Client.

7.4. Information published on the website is general in nature and does not constitute an individual legal opinion, regulatory approval, investment recommendation, financial advice or guarantee of any particular outcome.

7.5. Regulatory requirements may change. The Client acknowledges that any assessment concerning licensing, authorisation, registration or regulatory treatment is based on the law, regulatory practice and information available at the relevant time.

7.6. The Company is not liable for the Client’s failure to receive the Services, and the payment made is not refundable and other services are not transferred in the following cases:

• The e-mail address specified by the Client at the time of the provision of the service is not available.
• The Client can not receive paid services because of technical or other problems that have arisen.

8. CONFIDENTIALITY AND PERSONAL DATA

8.1. The Company shall process personal data and confidential information only to the extent reasonably necessary to provide the Services, comply with applicable legal obligations and protect its legitimate interests.

8.2. Information may be shared with professional advisers, contractors, competent authorities and other third parties where required for the relevant engagement or by applicable law.

8.3. Processing of personal data is additionally governed by the Company’s Privacy Policy published on the website.

9. DISPUTES AND GOVERNING LAW

8.1. This Public Offer Agreement has the force of an act on the provision of Services. Acceptance is made without signing a separate act. The Services are deemed to be properly rendered and accepted in full if, within two (2) business days from the moment of provision of the Services, the Client has not submitted a written claim to the Company.

8.2. Claims of the Client regarding the Services provided are accepted by the Company for consideration by email within two (2) business days from the moment the disputed situation arises.

8.3. In the event of any disputes or disagreements related to the provision of the Services, the Company and the Client shall make reasonable efforts to resolve such dispute amicably and through pre-trial settlement.

8.4. Unless otherwise expressly provided in the relevant engagement documentation:

• where the contracting entity is EL INTERNATIONAL LLC, the Agreement shall be governed by the laws of Georgia; and
• where the contracting entity is ELI GLOBAL LTD, the Agreement shall be governed by the laws of England and Wales.

8.5. The Parties shall make all reasonable efforts to settle by negotiation any dispute arising out of or in connection with this Agreement, including disputes related to its performance, termination or validity.

10. FORCE MAJEURE

10.1. The Parties shall be exempt from liability for full or partial failure to perform their obligations under this Agreement if such failure results from force majeure circumstances, including but not limited to flood, fire, earthquake, war, military actions, strikes, acts or restrictions of public authorities, natural disasters, interruptions of communication or other circumstances beyond the reasonable control of the Parties.

10.2. A Party unable to perform its obligations due to force majeure circumstances shall notify the other Party in writing within a reasonable period, but no later than ten (10) calendar days from the occurrence of such circumstances, where reasonably possible, and provide supporting documents issued by the competent authorities, if available.

10.3. The Parties acknowledge that lack of funds, financial difficulties or insolvency of either Party shall not constitute force majeure circumstances.

11. FINAL PROVISIONS

11.1. This Agreement shall be deemed concluded from the moment the payment is received in the Company’s current account.

11.2. By accepting this Offer Agreement, the Client confirms that the Client: has fully read and understood the terms of this Agreement; understands the subject matter and conditions of the Agreement; and understands the meaning and consequences of entering into and performing this Agreement.

11.3. The Client confirms that it has all necessary rights, authority and legal capacity to enter into and perform this Agreement.

11.4. The Client has the right to unilaterally withdraw from the Company’s Services at any time. In the event of such withdrawal, any payment already made to the Company shall not be refundable.