**PUBLIC OFFER FOR CONCLUSION OF AN AGREEMENT**

**FOR THE PROVISION OF SERVICES TO SUPPORT REAL ESTATE TRANSACTIONS IN TURKEY (WITH INDIVIDUALS)**

Moscow, Russian Federation
August 31, 2020

TurkiyaNedvizhimost Limited Liability Partnership / EUROPA-HOUSE FOREIGN REAL ESTATE SERVICES LIMITED LIABILITY COMPANY, represented by Marina Nikolaevna Samokhvalova, General Director, acting under the Charter (hereinafter referred to as the Contractor), by publishing this offer, offers any individual who has consented to the terms and conditions set forth in this offer in the manner specified herein, to enter into an agreement for the provision of services to support real estate transactions in Turkey under the following terms: set forth in the offer below (hereinafter referred to as the Agreement).

1. TERMS AND DEFINITIONS

1.1. The Parties agree that the following terms and definitions for the purposes of this Agreement shall have the following meaning:
- **Contractor** – Limited Liability Partnership “OOO “Foreign Real Estate Service “Europa-House”, Taxpayer Identification Number (INN): 9728011452, Primary State Registration Number (OGRN): 1207700316614, legal address: 117292, Moscow, Dmitry Ulyanov St., Building 16, Bldg. 1, Office 14 (II), Room 1, which is the provider of services under this Agreement.

- **Customer** – any individual who has expressed consent to the terms and conditions set forth in this offer by performing the actions specified therein aimed at accepting the offer and concluding the Agreement.
- **Services** – services for supporting real estate transactions in Turkey, including the selection of real estate properties, organization Viewings, legal support for the transaction, assistance in preparing documents for the purchase of real estate, as well as other services that can be ordered through the Service interface or information about the offer of which is posted on the Service website.
- **Order** – a request for the Contractor's services, submitted by the Client using the Service interface electronically or verbally by telephone, containing the requirements for the services provided, the deadlines for their completion, the Contractor's remuneration, the payment procedure, and other essential terms of the service. An order can be placed by filling out an electronic form on the Service website in the Client's Personal Account, or by performing actions in the Service interface that reflect the Client's need for the service (selecting a service, confirming a service from the proposed list, etc.).
- **Service** – an online portal for selecting and purchasing real estate in Turkey, accessible online at the website at https://real-estate-turkey.tilda.ws/. Exclusive rights to the Service belong to the Contractor. Use of the Service is also governed by the User Agreement. Agreement posted on the Service's website at: https://real-estate-turkey.tilda.ws/.

- **Real Estate**, or **Real Estate** – real estate located in the Republic of Turkey, which is the subject of a transaction facilitated by the Contractor.

- **Rules for the Provision of Services** – requirements for the provision of services established by the Contractor, including the procedure for interaction with the Client, requirements for the provided data and documents. The Rules for the Provision of Services are published on the Service's website at: https://real-estate-turkey.tilda.ws/.

- **Messenger** – an information system and/or computer program (mobile application, web service, web application, etc.) that are intended and/or used to receive, transmit, deliver, and/or process electronic messages from Internet users (e.g., Skype, WhatsApp, Viber, Telegram, etc.).

1.2. All other terms and definitions found in The text of this Agreement shall be interpreted by the Parties in accordance with the legislation of the Russian Federation, current recommendations (RFCs) of international Internet standardization bodies, and generally accepted rules for interpreting relevant terms on the Internet.

1.3. The terms and definitions used in this Agreement may be used in both the singular and plural forms depending on the context, and may be written with either a capital or lowercase letter.

1.1.1. SMS Bulk Service – a service for sending a text message with a confirmation code to the Customer's mobile phone number, provided by the Contractor using the smsaero.ru service, solely for the purpose of verifying the request submitted by the Customer on the Service's website, in order to prevent spam requests.

1.1.2. SMS Bulk Service – the smsaero.ru platform used by the Contractor to send SMS messages with a confirmation code. Use of the service is governed by the rules established by the smsaero.ru operator, available at: https://smsaero.ru
1.1.3. Confirmation code – a unique set of characters sent to the Customer via SMS via smsaero.ru, which the Customer must enter in the appropriate field on the Service website to confirm the authenticity of the submitted request.

2. SUBJECT OF THE AGREEMENT, SERVICE TERMS

2.1. Under this Agreement, the Client instructs, and the Contractor undertakes to provide, services related to real estate transactions in Turkey using the Service, as ordered by the Client.

2.2. Services under this Agreement, unless otherwise agreed upon by the Parties, shall be provided in accordance with the Client's orders, duly generated, at the rates approved by the Contractor.

2.3. Transaction support services must comply with the requirements established by the Contractor in the Terms of Service, as well as the laws of the Republic of Turkey and the Russian Federation.

2.4. When providing services, the Contractor has the right to engage third parties without the consent of the Client. In this case, the Contractor is responsible for their actions and the results of the services as if they were its own.

2.5. Every month, on the last day of the reporting month or upon completion of services under this Agreement without further renewal, the Contractor will generate a unilateral service delivery report in the Customer's Personal Account, indicating the volume of services actually rendered during the reporting month. Services are deemed to have been rendered by the Contractor properly and accepted by the Customer in the volume specified in the report without objection, unless, within five (5) business days from the end of the reporting month, the Contractor has received no reasoned written objections from the Customer regarding the quality of the services rendered. After this period, the Customer's claims regarding deficiencies in the services, including those related to quantity (volume), cost, and quality, will not be accepted.

3. RIGHTS AND RESPONSIBILITIES OF THE CONTRACTOR

3.1. The Contractor is obligated to render services under this Agreement within the timeframe agreed upon by the Parties in the order, with due quality, and in accordance with the applicable laws of the Russian Federation and the Republic of Turkey.

3.2. The Contractor is obligated to provide the Client with complete information regarding the real estate, including its legal status and the presence of encumbrances, and to provide access to transaction support data through the Personal Account.
3.3. The Contractor is obligated to ensure the confidentiality of the Client's data by providing access to the Personal Account exclusively through authorization using a username and password.
3.4. The Contractor has the right to verify the data and documents provided by the Client for compliance with the requirements of the Agreement, the legislation of the Russian Federation and the Republic of Turkey, and for their accuracy. During the verification process, the Contractor has the right to suspend the provision of services.
3.5. The Contractor has the right to request supporting documents from the Client to verify the registration data provided by them, which the Client is obligated to provide to the Contractor within 24 (twenty-four) hours of the request.
3.6. The Contractor has the right to refuse to provide services if the data or documents provided by the Client do not comply with the requirements of this Agreement or the law.
3.7. The Contractor reserves the right to temporarily suspend services and/or block the Customer's Personal Account for technical or other reasons that impede the provision of services, while such reasons are being addressed, as well as in cases of breach by the Customer of their obligations and/or warranties under the Agreement.
3.8. The Contractor reserves the right to provide information about the Customer upon request from registration authorities, judicial, and/or law enforcement agencies of the Republic of Turkey or the Russian Federation.

3.13. The Contractor reserves the right to use SMS messaging via the smsaero.ru service solely to send a confirmation code for requests submitted by the Customer on the Service's website, in order to prevent spam requests.
3.14. The Contractor undertakes to use the SMS messaging service in accordance with the legislation of the Republic of Kazakhstan, as well as the rules of the smsaero.ru service, while ensuring the confidentiality of the Customer's telephone number.
3.15. The Contractor does not use the Customer's phone number for any purpose other than sending the order confirmation code and does not transfer it to third parties, except in cases required by law or when required to transfer it to the smsaero.ru service for SMS messaging.
3.16. The Contractor is not responsible for any disruptions in the smsaero.ru service that may affect the timely delivery of SMS messages containing the confirmation code, if such disruptions occur due to reasons beyond the Contractor's control.

4. RIGHTS AND RESPONSIBILITIES OF THE CUSTOMER

4.1. The Customer is obligated to pay for the Contractor's services in the amount, manner, and under the terms and conditions set forth in this Agreement.

4.2. The Customer is obligated to provide the Contractor with accurate information and documents required for the provision of services, including passport information, financial documents, and other information required by the laws of the Republic of Turkey for the purchase of real estate.
4.3. The Client is obligated not to abuse the capabilities provided by the Service's functionality and not to use it for purposes that may violate laws or the rights of third parties.
4.4. The Client is obligated not to cause damage to the Service during its use, or to the Contractor's hardware and software.
4.5. The Client is obligated to keep their login and password inaccessible to third parties and promptly change them in the event of loss or other need.
4.6. The Client is obligated, upon request by the Contractor, to provide documents or other information confirming the accuracy of the provided data within 24 (twenty-four) hours.
4.7. The Client has the right to monitor the Contractor's provision of services through the Service interface, without interfering with the Contractor's activities.
4.8. The Client has the right to access information about the transaction process through their Personal Account.
4.9. The Client is responsible for the accuracy of the Registration Data provided.
4.10. By submitting a request on the Service's website, the Customer agrees to receive an SMS message with a confirmation code via smsaero.ru to verify the authenticity of the request.
4.11. The Customer is obligated to provide a valid mobile phone number to receive an SMS message with a confirmation code and enter the received code in the appropriate field on the Service's website to complete the request.
4.12. The Customer is obligated to notify the Contractor of any change to their phone number, if it has changed before the request was submitted, to ensure receipt of the confirmation code.
4.13. The Customer confirms that their phone number will not be used by the Contractor for any purpose other than sending the request confirmation code.

5. COST OF SERVICES AND PAYMENT PROCEDURE

5.1. The cost of services under this Agreement is determined in accordance with the rates approved by the Contractor and is set forth in the service order, which is executed in accordance with the established procedure. The cost of services does not include VAT, as the Contractor is not registered as a VAT payer with the tax authorities of the Russian Federation.
5.2. The Customer shall pay for the Contractor's services in euros (€), subject to prepayment, as specified in the order placed in the established manner, or in the rates posted on the Service's website.
5.3. Payment under this Agreement shall be made by the Customer by bank transfer to the Contractor's bank account based on an invoice issued by the Contractor, or by payment by bank card, other electronic payment method, or electronic money.
5.4. The amount of money deposited as an advance payment for services is reflected in the Customer's Personal Account. When the advance payment is spent on the Contractor's services ordered, the amount reflected in the Personal Account is proportionally reduced.

6. WARRANTY AND LIMITATIONS

6.1. The Client warrants that it has the necessary legal capacity and legal competence to enter into this Agreement.

6.2. The Contractor warrants that it has the necessary legal capacity to carry out its activities and to enter into and perform this Agreement.

6.3. The Contractor warrants that the person signing and concluding this Agreement on behalf of the Contractor has full authority to do so. This Agreement does not require approval by the Contractor's management bodies, any other approval, or compliance with any special transaction procedures.

6.4. All information and documents provided by the Parties to each other in connection with this Agreement are accurate.

6.5. This Agreement does not violate any rights or obligations of the Parties to third parties.

7. CONFIDENTIALITY

7.1. The Parties undertake to maintain the confidentiality of all information exchanged between them via both secure and unsecured communication channels, regardless of the presence or absence of markings indicating the confidentiality status of the information exchanged, except in cases stipulated by applicable law.
7.2. If necessary, the Parties may grant each other access to their information systems, subject to the condition that the information contained therein shall be kept confidential.
7.3. Disclosure of confidential information under this Agreement shall be understood to mean an action or inaction by one of the Parties to the Agreement that results in confidential information becoming known to third parties without the consent of its owner.
7.4. Providing confidential information at the lawful request of law enforcement and other authorized government agencies in the cases and according to the procedure stipulated by applicable law shall not constitute a breach of confidentiality.
7.5. In the event of disclosure of confidential information to the said agencies, the disclosing Party shall notify the owner of the confidential information in writing of the fact of its provision no later than 2 (two) business days from the date of disclosure.
7.6. Confidentiality obligations remain in effect indefinitely.

7.7. In the event of disclosure of confidential information by a Party, the at-fault Party undertakes to compensate for all damages caused thereby within 5 (five) business days of receiving a corresponding written request from the injured Party.

7.8. The Contractor undertakes not to disclose the Customer's telephone number used to send the confirmation code to third parties, except in cases provided by law, nor to transfer data to the smsaero.ru service solely for the purpose of sending SMS messages.

7.9. The Customer agrees that their telephone number may be disclosed to the smsaero.ru service for the purpose of sending the confirmation code, and confirms that they have read the smsaero.ru privacy policy, available at: https://smsaero.ru.

7.10. The Contractor undertakes to delete the Customer's telephone number from its database after successful confirmation of the application or if the Customer refuses to submit the application, except in cases where data storage is required by law.

8. LIABILITY OF THE PARTIES

8.1. The Parties shall be liable for failure to fulfill or improper fulfillment of their obligations under this Agreement in accordance with the current legislation of the Russian Federation.

8.2. The Customer is responsible for the accuracy of the data and documents provided necessary for the provision of services.

8.3. The Contractor shall not be liable for the results of the transaction if the Customer provides inaccurate data or documents.

8.4. The Contractor undertakes to make all reasonable efforts to ensure the stable operation of the Service; however, the Service is provided to the Customer on an "as is" basis. The Contractor:
- does not guarantee the absence of errors in the operation of the Service;
- is not liable for the uninterrupted operation of the Service;
- is not liable for damages arising in connection with the use of the Service;
- shall not be liable for failure to fulfill obligations due to disruptions in telecommunications networks or actions of third parties.
8.5. The Parties shall be released from liability for failure to fulfill obligations in the event of force majeure.
8.6. The Contractor's aggregate liability under this Agreement shall be limited to 10 (ten) percent of the paid service fee.
8.7. The Contractor shall not be liable for failure to deliver SMS messages with a confirmation code sent through the smsaero.ru service if the failure occurred due to reasons beyond the Contractor's control, including disruptions in the Customer's mobile operator, an incorrectly specified phone number, or the Customer's phone settings that prevent the receipt of messages.
8.8. The Customer is responsible for providing the correct phone number to receive the confirmation code and for promptly notifying the Contractor of any change in the number.

9. TERMINATION OF THE AGREEMENT

9.1. The Contractor may unilaterally terminate this Agreement by notifying the Customer 5 (five) business days prior to the termination date in the event of a breach of the Customer's obligations and/or warranties.

9.2. The Customer may unilaterally terminate this Agreement by notifying the Contractor 5 (five) business days prior to the termination date in the event of disagreement with the amendments made to the Agreement.

9.3. The Parties may terminate this Agreement early for other reasons in cases established by the legislation of the Russian Federation.

9.4. In the event of termination of the Agreement at the initiative of the Contractor, the Contractor shall compensate the Customer for any damages incurred, subject to the limitations established by this Agreement.

9.5. In the event of termination of the Agreement at the initiative of the Customer, the Contractor shall pay the Contractor for services actually rendered prior to receipt of the termination notice.

10. DISPUTE RESOLUTION AND CLAIMS

10.1. The Parties agree that, if disputes arising in connection with this Agreement cannot be resolved through negotiations, such disputes will be resolved in accordance with Russian and international law and heard in the Moscow Arbitration Court.

10.2. The Party receiving a claim undertakes to review the claim within 10 (ten) business days and send a response to it to the other Party.

11. NOTICES AND MESSAGES, EXCHANGE OF DOCUMENTS

11.1. All documents, notifications, and messages under this Agreement must be sent either in writing on paper or electronically by means that allow the originating Party to be identified (email, instant messenger, Personal Account).

11.2. A document, notice, or written communication sent by one Party to the other Party shall be legally binding if sent to the address specified in this Agreement and shall be deemed received:
- if delivered in person – on the date of delivery;
- if sent by registered mail – on the date indicated on the delivery receipt.
11.3. A document, notification, or message in electronic form has legal force if sent to the appropriate email address, via instant messaging, or through the Personal Account.

11.4. Electronic documents signed with a simple electronic signature (login and password) are considered equivalent to paper documents.

11.5. Each Party undertakes to maintain the confidentiality of the simple electronic signature key and to notify the other Party of any unauthorized access to the login and password.

11.8. SMS messages with a confirmation code sent by the Contractor via the smsaero.ru service are considered delivered to the Client at the time of sending, unless the Contractor receives a delivery failure notification from smsaero.ru.

12. FINAL PROVISIONS

12.1. In the event of a change in payment details, the Parties shall notify each other within five days of the occurrence of the said circumstances.
12.2. The current version of this Agreement (Offer) is posted online on the Service's website at: https://real-estate-turkey.tilda.ws/oferta.

12.3. The Contractor reserves the right to unilaterally amend the terms of the Agreement by posting the amended version of the Offer on the website 10 (ten) days prior to the amendments taking effect.

12.4. The law applicable to this Agreement is the law of the Russian Federation.

13. CONTRACTOR'S DETAILS

OOO "Foreign Real Estate Service "Europa-House"
TIN: 9728011452
OGRN: 1207700316614
Location: 117292, Moscow, Dmitry Ulyanov St., Building 16, Bldg. 1, Unit 14 (II), Room 1
Email: info@real-estate-turkey.tilda.ws
Tel: +7 (952) 361 27 93