Company agreement

                                                                         PUBLIC OFFER FOR PLACING GOODS ON THE INFORMATION PLATFORM

This public offer (hereinafter referred to as the "Offer") is an official proposal from TOP GROUP LTD 222 Smit Street, Johannesburg, Gauteng, 2000, South Africa, Tax Identification Number 9014716329 (hereinafter referred to as the "Operator"), addressed to any legal entity or individual entrepreneur (hereinafter referred to as the "Partner") to conclude an agreement for placing goods on the information platform under the terms outlined below.

PROCEDURE FOR ACCEPTANCE OF THE OFFER

Attention! Please read the terms of this Offer carefully before accepting it.
Acceptance of this Offer is constituted by the Partner performing the following actions in sequence:

1. Filling out the registration form on the Platform's website;
2. Checking the box "I accept the terms of the Public Offer";
3. Clicking the "Register" button.

Performing these actions signifies the Partner's full and unconditional acceptance of all terms of this Offer without any reservations or limitations. The agreement is considered concluded and comes into force from the moment of acceptance.

TERMS AND DEFINITIONS

• Platform — an information system available on the Internet at www.1TOP.GROUP, designed for posting information about the Partners’ products and providing Clients with access to such information.
  Operator — a legal entity that owns and administers the Platform, and is responsible for its technical maintenance, development, and functionality management.
  Partner — an individual, legal entity, or sole proprietor who owns the products or is a duly authorized representative, who posts information about the products on the Platform and accepts the terms of this Offer.
  Client — an individual or legal entity that purchases an Information Privilege Card and gains access to product information available on the Platform.
  Information Privilege Card (Card) — an information product that provides the Client with access to a restricted section of the Platform containing data on products of a specific category, including information on available discounts and the conditions for obtaining them.
  Card Category — the classification of Cards based on the range of provided discounts and the corresponding parameters of access to information.
• • "Start": discounts from $1 to $3,000
  • "Standard": discounts from $3,000 to $7,000
  • "Comfort": discounts from $7,000 to $12,000
  • "Premium": discounts from $12,000 to $22,000
  • "Luxury": discounts from $22,000 and above
• Goods: An object (real estate, car, or other goods) about which information is placed by the Partner on the Platform.
• Back Office: A closed part of the Platform accessible to the Partner after authorization, intended for placing and managing information about goods, as well as for interaction with Clients and the Operator.

1. SUBJECT OF THE AGREEMENT

1.1 Under this Agreement, the Partner undertakes to place information about their Goods on the Platform, indicating discounts for Clients, and the Operator undertakes to provide the Partner with access to the Platform's Back Office for placing such information and interacting with Clients.
1.2 The Partner independently determines the amount of discount for each placed Good in accordance with the terms of this Agreement.
1.3 The category of the Good on the Platform is determined automatically based on the discount set by the Partner, in accordance with the classification specified in the "Terms and Definitions" section of this Offer.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. Rights and Obligations of the Operator:

2.1.1. The Operator undertakes to provide the Partner with access to the Platform's Back Office for posting information about Goods and interacting with Clients.
2.1.2. The Operator undertakes to ensure the uninterrupted operation of the Platform and Back Office, except for periods of technical maintenance, of which the Partner is notified in advance.
2.1.3. The Operator undertakes to maintain the confidentiality of information posted by the Partner in the Back Office, except for information intended for Clients.
2.1.4. The Operator has the right to moderate information posted by the Partner on the Platform and reject materials that do not comply with the terms of this Agreement or applicable law.
2.1.5. The Operator has the right to suspend or terminate the Partner's access to the Back Office in case of violation of the terms of this Agreement.

2.2. Rights and Obligations of the Partner:

2.2.1. The Partner undertakes to post only accurate and complete information about their Goods on the Platform.
2.2.2. The Partner independently sets the discount amount for each Good in accordance with the terms of this Agreement.
2.2.3. The Partner undertakes to regularly update the information about Goods posted on the Platform.
2.2.4. The Partner independently interacts with Clients who have shown interest in their Goods and responds to their inquiries in a timely manner.
2.2.5. The Partner undertakes to provide Clients with discounts on Goods in the amount specified on the Platform.
2.2.6. The Partner undertakes to register in the Back Office all purchases made by Clients using the Card.

3. MECHANISM FOR DETERMINING DISCOUNTS AND CATEGORIZING GOODS

3.1. The Partner independently sets the discount amount for each Good posted on the Platform, based on their pricing policy and marketing strategy.
3.2. The discount amount is specified by the Partner in absolute terms—in US dollars—when posting information about the Good in the Back Office.
3.3. The system automatically assigns a category to the Good depending on the discount set by the Partner, in accordance with the classification provided in the "Terms and Definitions" section of this Offer.
3.4. Information about the Good becomes available only to those Clients who have purchased a Card of the corresponding category.
3.5. The Partner has the right to change the discount amount for the Good, which automatically entails a change in its category.
3.6. The discount amount must be economically justified and correspond to the actual market value of the Good.

4. REQUIREMENTS FOR POSTED INFORMATION ABOUT GOODS

4.1. The Partner undertakes to post only accurate and complete information about Goods on the Platform, corresponding to their actual characteristics.
4.2. Information about the Good must include:

– Name of the Good;
– Detailed description;
– Base price;
– Discounted price;
– Discount amount (in US dollars);
– Main characteristics;
– At least three photographs of the Good;
– Contact information for communication.

4.3. To list information about real estate and vehicles, additional data must be provided in accordance with the requirements specified in the Platform’s Back Office.
4.4. The Partner is obliged to check the relevance of the posted information at least once a month.
4.5. In case of changes in the availability, price, or other essential characteristics of a Product, the Partner must immediately update the relevant information on the Platform.

5. INTERACTION WITH CLIENTS AND PURCHASE REGISTRATION

5.1. The Partner independently conducts all communication with Clients interested in its Products through the messaging system in the Back Office or by other available means.
5.2. The Partner must confirm receipt of a Client request within 4 (four) working hours and provide complete information within 24 (twenty-four) hours.
5.3. Before concluding a transaction, the Partner must verify that the Client has a valid Privilégium Card of the appropriate category by entering its number in the relevant section of the Back Office.
5.4. The Partner must register all purchases made by Clients using a Card in the Back Office within 24 (twenty-four) hours after the transaction is completed.

6. LIABILITY OF THE PARTIES

6.1. The Parties shall be liable for non-performance or improper performance of their obligations under this Agreement in accordance with applicable law and the terms of this Agreement.
6.2. The Partner bears full responsibility for the accuracy and relevance of the information posted on the Platform.
6.3. The Partner is responsible for complying with third-party rights when posting information on the Platform.
6.4. The Partner is responsible for providing Clients with the discounts indicated on the Platform.
6.5. The Operator is not responsible for the actions of the Partner when interacting with Clients and concluding transactions.

7. TERM AND TERMINATION

7.1. This Agreement enters into force upon acceptance of the Offer by the Partner and is valid for an indefinite period.
7.2. Each Party may terminate this Agreement unilaterally by notifying the other Party at least 30 (thirty) calendar days before the proposed termination date.
7.3. In the event of a material breach of this Agreement by one of the Parties, the other Party may terminate the Agreement unilaterally by notifying the breaching Party at least 7 (seven) calendar days before the proposed termination date.

8. CONFIDENTIALITY

8.1. The Parties undertake to maintain the confidentiality of the information received during the execution of this Agreement and to take all necessary measures to prevent its disclosure.
8.2. Confidentiality obligations remain in effect throughout the term of this Agreement.

9. DISPUTE RESOLUTION

9.1. All disputes and disagreements arising between the Parties under or in connection with this Agreement shall be resolved through negotiations.
9.2. If the dispute cannot be resolved through negotiations, it shall be resolved in court in accordance with the applicable law at the Operator’s place of registration.

1. FINAL PROVISIONS

10.1. The Operator has the right to unilaterally amend the terms of this Offer. Amendments take effect from the moment they are published on the Platform’s website.
10.2. Continued use of the Platform by the Partner after amendments to the Offer signifies the Partner’s acceptance of such changes.
10.3. In matters not regulated by this Agreement, the Parties shall be guided by applicable law.
10.4. By accepting this Offer, the Partner confirms that:

• they have read and agree with the terms of the Offer;
• they have all necessary rights and powers to enter into the Agreement under the terms of this Offer;
• the information they provide is true and up-to-date;
• they understand the legal consequences of accepting the Offer.

OPERATOR DETAILS

TOP GROUP LTD
22 Smit Street, Johannesburg, Gauteng, 2000, South Africa
Tax ID: 9014716329
Website: www.1TOP.GROUP

CONFIRMATION OF ACCEPTANCE OF THE OFFER TERMS

To accept this Offer, you must:

• fill in all mandatory fields of the registration form;
• check the box “I accept the terms of the Public Offer”;
• click the “Register” button.

The place of the Offer execution is Johannesburg, South Africa.