Public offer agreement

This Public Offer contains the terms for concluding an Agreement on information and consulting services (the «Agreement on information and consulting services» and/or the «Offer», the «Agreement»). An offer is a proposal addressed to one or several specific persons which is sufficiently definite and expresses the intention of the person making it to be bound by an agreement with the addressee who accepts the proposal.

Performance of the actions specified in this Offer confirms the consent of both Parties to conclude the Agreement on information and consulting services on the terms, in the manner and to the extent set out in this Offer.

The text of the Public Offer below is the Contractor’s official public proposal addressed to an interested group of persons to conclude an Agreement on information and consulting services in accordance with clause 2 of Article 437 of the Civil Code of the Russian Federation.

The Agreement on information and consulting services is deemed concluded and takes effect from the moment the Parties perform the actions provided for in this Offer, which signify unconditional and full acceptance of all its terms without any exceptions or limitations, by way of accession.

Terms and definitions:

• Agreement — the text of this Offer with the Annexes forming its integral part, accepted by the Customer through the implied actions provided for in this Offer.
• Implied actions — conduct expressing consent to the counterparty’s proposal to conclude, amend or terminate a contract. Such actions consist in full or partial performance of the terms proposed by the counterparty.
• Contractor’s website — the set of computer programs and other information contained in an information system accessible on the internet under the domain name and address https://espanium.com
• Parties to the Agreement (the Parties) — the Contractor and the Customer.
• Service — the information and consulting services provided by the Contractor to the Customer in the manner and on the terms established by this Offer.

• 2.1. The Contractor undertakes to provide the Customer with information and consulting services, and the Customer undertakes to pay for them in the amount, manner and within the time limits established by this Agreement.
• 2.2. The name, quantity, procedure and other terms of the provision of the Services are determined on the basis of the Contractor’s information when the Customer places a request, or are established on the Contractor’s website https://espanium.com
• 2.3. The Contractor provides the services under this Agreement personally or by engaging third parties; the Contractor is liable to the Customer for the acts of such third parties as for its own.
• 2.4. Acceptance of this Offer is expressed by implied actions, in particular: actions relating to the registration of an account on the Contractor’s website where such registration is required; drawing up and filling in a request for the Services; communicating the information required to conclude the Agreement by telephone or email indicated on the Contractor’s website, including during a call back by the Contractor upon the Customer’s request; payment for the Services by the Customer.

This list is not exhaustive; there may be other actions that clearly express the person’s intention to accept the counterparty’s proposal.

• 3.1. The Contractor shall: 3.1.1. in performance of the Customer’s request, analyse the information, documents and other materials provided by the Customer; answer the Customer’s questions on the basis of the documents examined and the information received from the Customer; describe potential risks and give a forecast of how the situation may develop; where necessary, prepare draft documents.
• 3.1.2. Provide the information and consulting services within the time limits under this Agreement and with due quality.
• 3.2. The Customer shall: 3.2.1. provide the Contractor with the documentation and information necessary for the latter to perform its obligations; 3.2.2. render every possible assistance to the Contractor in performing its obligations under this Agreement; 3.2.3. pay for the Contractor’s services in good time in accordance with this Offer.
• 3.3. The Contractor is entitled to: 3.3.1. receive from the Customer documents, clarifications and additional information relating to the matter of consultation and necessary for the quality provision of the services.
• 3.4. The Customer is entitled to: 3.4.1. monitor the progress of the services without interfering in the Contractor’s activity; 3.4.2. withdraw from this Agreement subject to payment to the Contractor for the services actually rendered and the costs incurred; 3.4.3. the Customer warrants that all terms of the Agreement are clear to it and accepts them without reservation and in full.

• 4.1. The cost of the services is determined in accordance with the Tariffs and expressed in conventional units, where 1 conventional unit equals 1 (one) euro.
• 4.2. Payment is made in roubles at the exchange rate of the Central Bank of Russia on the date of payment, increased by 3 %.
• 4.3. Payment is made by the Client in two stages: 4.3.1. advance payment: the Client shall pay 50 % of the total cost of the services before the services begin; 4.3.2. balance: the Client shall pay the remaining 50 % of the total cost once the documents are ready, before they are filed with public authorities.
• 4.4. The Client may pay for the services in the following ways: online payment; payment in cash to the Contractor’s cash desk.
• 4.5. By making the advance payment, the Client confirms its consent to all terms of this Agreement and to the explanation of all its provisions.
• 4.6. If the Client has paid for the services but is unable to accept them, the Client shall notify the Contractor in writing to the email address indicated in this Offer before the services begin. Otherwise, the funds are neither refunded nor transferred towards other services.
• 4.7. The price of the services does not include the Client’s costs relating to internet services, sworn translations, bank fees, insurance, apostilling of documents, notary services and software, for which the Client is responsible.

• 5.1. In performing this Agreement, the Parties ensure the confidentiality and security of personal data in accordance with the current version of Federal Law No. 152-FZ of 27 July 2006 «On Personal Data» and Federal Law No. 149-FZ of 27 July 2006 «On Information, Information Technologies and Information Protection».
• 5.2. The Parties undertake to maintain the confidentiality of information obtained in the course of performing this Agreement and to take all possible measures to protect such information from disclosure.
• 5.3. Confidential information means any information transferred by the Customer and the Contractor in the course of performing the Agreement and subject to protection; the exceptions are set out below.
• 5.4. Such information may be contained in local regulations, contracts, letters, reports, analytical materials, research results, diagrams, charts, specifications and other documents provided by the Contractor, whether on paper or in electronic form.

• 6.1. The Parties are released from liability for failure to perform or improper performance of obligations under the Agreement if proper performance became impossible due to force majeure, that is, extraordinary circumstances unavoidable in the given conditions, which include: prohibitive acts of authorities, epidemics, blockade, embargo, earthquakes, floods, fires or other natural disasters.
• 6.2. Upon the occurrence of such circumstances, the Party shall notify the other Party within 30 (thirty) business days.
• 6.3. A document issued by a competent public authority is sufficient confirmation of the existence and duration of force majeure.
• 6.4. If the force majeure circumstances continue for more than 60 (sixty) business days, either Party is entitled to withdraw from this Agreement unilaterally.

• 7.1. In the event of failure to perform and/or improper performance of their obligations under the Agreement, the Parties bear liability in accordance with this Offer.
• 7.2. A Party that has failed to perform or has improperly performed its obligations under the Agreement shall compensate the other Party for the losses caused by such breaches.

• 8.1. The Offer takes effect from the moment it is placed on the Contractor’s website and remains in force until revoked by the Contractor.
• 8.2. The Contractor reserves the right to amend the terms of the Offer and/or revoke the Offer at any time at its discretion. Information about the amendment or revocation of the Offer is communicated to the Customer, at the Contractor’s choice, by placement on the Contractor’s website, in the Customer’s personal account, or by sending a notice to the email or postal address indicated by the Customer when concluding the Agreement or in the course of its performance.
• 8.3. The Agreement takes effect from the moment the Customer accepts the terms of this Offer and remains in force until the Parties have fully performed their obligations.
• 8.4. Amendments made by the Contractor to the Agreement and published on the site as an updated Offer are deemed accepted by the Customer in full.

• 9.1. The Agreement, its conclusion and performance are governed by the applicable law of the Russian Federation. All matters not settled by this Offer or settled incompletely are governed by the substantive law of the Russian Federation.
• 9.2. In the event of a dispute arising between the Parties in the course of performing their obligations under the Agreement concluded on the terms of this Offer, the Parties shall settle the dispute amicably before commencing court proceedings. Court proceedings are conducted in accordance with the law of the Russian Federation. Disputes or disagreements on which the Parties have not reached agreement are subject to resolution in accordance with the law of the Russian Federation. The pre-trial settlement procedure is mandatory.
• 9.3. The Parties have determined Russian as the language of the Agreement concluded on the terms of this Offer, as well as the language used in any interaction between the Parties (including correspondence, submission of claims, notices and clarifications, provision of documents and so on).
• 9.4. All documents to be provided under this Offer must be drawn up in Russian or accompanied by a duly certified translation into Russian.
• 9.5. Failure by one Party to act in the event of a breach of this Offer does not deprive the interested Party of the right to protect its interests later, nor does it mean a waiver of its rights should one of the Parties commit similar breaches in the future.
• 9.6. If the Contractor’s website contains links to other websites and third-party materials, such links are placed for information purposes only, and the Contractor has no control over the content of such sites or materials. The Contractor is not liable for any losses or damage that may arise from the use of such links.
• 9.7. Refunds to the Customer under clause 3.4.2 of this Offer are made to the details/card from which the payment was made within 14 business days.

• Full name: Aleksey Gennadievich Sharkov
• Taxpayer number (INN): 773129559274
• Telephone: +7 915 375-70-25
• Email: alexey@espanium.com