Impressum & AGB

‍Informationpursuant to § 5 DDG (German Digital Services Act – Digitale-Dienste-Gesetz)

Estate-Service24 Immobilienconsulting

Owner: Alexander Ufnarovski (sole proprietorship)

Business address

Hegewiese 63

61389 Schmitten im Taunus

Germany

Office in Frankfurt am Main

Westhafen Tower

Westhafenplatz 1

60327 Frankfurt am Main

Germany

Meetings by appointment.

Contact

Phone: +49 172 953 48 07

Email: info@estate-service24.de

Web: www.estate-service24.de

Tradelicence

Licence under § 34c(1) sentence 1no. 1 GewO (German Trade Regulation Act) (real estate broker)

File reference: 32.1.9011851470/El

Licence issued by:

Stadt Offenbach am Main – Stadthaus

Berliner Straße 60

63065 Offenbach am Main

Competent supervisory authority:Kreisausschuss des Hochtaunuskreises, Ludwig-Erhard-Anlage 1–5, 61352 BadHomburg v. d. Höhe

Competent Chamber of Industry andCommerce:

Industrie- und HandelskammerFrankfurt am Main, Börsenplatz 4, 60313 Frankfurt am Main

Taxinformation

VAT identification number pursuantto § 27a UStG: DE227218890

Responsible for the content pursuant to § 18(2) MStV

Alexander Ufnarovski

Hegewiese 63, 61389 Schmitten imTaunus

Consumer dispute resolution

We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

This English version is provided for informationpurposes only; the German version is legally binding.

for real estate brokerage, Real Estate Advisory and transaction-related services

Estate-Service24 Immobilienconsulting

Owner: Alexander Ufnarovski

‍

1. Scope

These General Terms and Conditions (hereinafter “AGB”) apply to the activities of Estate-Service24 Immobilienconsulting, owner Alexander Ufnarovski, in connection with brokering and identifying (Nachweis) purchase opportunities for commercial and investment properties, as well as related transaction services and advisory services.

These include, in particular, office, retail, hotel, logistics, industrial, mixed-use and other commercially used properties, real estate portfolios and selected project developments.

The specific activity, the respective mandate, the specific property and the remuneration may be governed by a separate brokerage, intermediary or advisory agreement.

These AGB apply to entrepreneurs within the meaning of § 14 BGB (German Civil Code) and, subject to the provisions of clause 22, to consumers within the meaning of § 13 BGB.

2. Conclusion of the Contract and Incorporation of the AGB

The respective contract between Estate-Service24 and the client is concluded by express agreement. The agreement may be made in writing, electronically or in any other legally permissible form.

These AGB become part of the respective agreement if the client was informed of their application before or upon conclusion of the contract and had the opportunity to take note of their content.

Deviating, conflicting or supplementary terms and conditions of the client do not become part of the contract unless Estate-Service24 expressly agrees to their application.

Individual agreements with the client and expressly agreed property-specific provisions take precedence over these AGB.

3. Subject Matter and Scope of Services

Estate-Service24 may provide, in particular, the following services:

• identifying (Nachweis) suitable commercial and investment properties;

• identifying investment and acquisition opportunities;

• brokering purchase opportunities;

• support in initiating and coordinating real estate transactions;

• support in communication between purchaser, owner, seller and other parties involved in the transaction;

• organisation and coordination of the exchange of information and documents;

• coordination of further transaction steps;

• subject to separate agreement, support in coordinating due diligence processes;

• coordination of the involvement of external specialist advisers.

The specific scope of services is determined by the respective agreement with the client.

Estate-Service24 does not owe any specific economic, technical or legal result unless expressly agreed otherwise.

4. Real Estate Advisory / Transaction Advisory

In connection with real estate investments, Estate-Service24 may support clients in identifying, analysing and structuring suitable real estate opportunities and in preparing and accompanying real estate transactions.

The activity relates in particular to commercial and investment properties and real estate-related transactions.

Estate-Service24 does not provide investment advice, investment brokerage, contract brokerage or any other financial services within the meaning of the German Banking Act (KWG) or the German Investment Firm Act (WpIG), nor financial investment brokerage or advice within the meaning of § 34f GewO (German Trade Regulation Act), in particular not with regard to financial instruments, securities, investments within the meaning of the German Capital Investment Act (VermAnlG) or units in investment funds within the meaning of the German Capital Investment Code (KAGB). Estate-Service24 does not raise capital from investors and does not broker participations of multiple investors in funds, property or holding companies (e.g. club deals, crowdinvesting, subordinated loans).

Where the activity relates to the acquisition of shares in a property-holding company (share deal), it is limited to transactions in which one purchaser acquires all shares or a majority of the shares conferring corporate control. Brokering of minority interests takes place only after a prior separate review of its admissibility under regulatory law.

Estate-Service24 does not broker loans and does not identify opportunities to conclude loan agreements (§ 34c(1) sentence 1 no. 2, § 34i GewO); coordination with banks or financing advisers chosen by the client is not covered by this restriction. Estate-Service24 does not provide legal or tax advice. Analyses and structuring proposals relate exclusively to the economic and real estate aspects of the transaction; the legal and tax implementation is the responsibility of the lawyers and tax advisers engaged by the client.

5. Identification (Nachweis) and Brokerage

Estate-Service24 may identify properties, investment opportunities or other acquisition opportunities to the client or broker their acquisition.

Identification may be made in particular by providing exposés, property information, contact details, data room access or other information.

The client undertakes to inform Estate-Service24 without undue delay if an identified property or investment opportunity was already known to it.

Any claimed prior knowledge must be substantiated upon request.

6. Entitlement to Commission

The amount of the brokerage or intermediary commission is agreed separately for each transaction.

Where a commission has been agreed, the entitlement arises upon the legally effective conclusion of the main contract as a result of the identification or brokerage by Estate-Service24.

The specific amount, basis of calculation, due date and other conditions of the commission are set out in the respective brokerage or intermediary agreement.

Unless otherwise agreed, commission amounts are exclusive of the applicable statutory value added tax (VAT).

7. Economically Comparable Transactions and Acquisition via Affiliated Companies

Unless otherwise provided in the respective brokerage or intermediary agreement, the entitlement to commission also arises if the acquisition is made not directly by the client but by a company nominated by or affiliated with the client, a property company, a special purpose vehicle (SPV) or any other purchaser economically attributable to the client. Affiliated companies are in particular companies within the meaning of § 15 AktG (German Stock Corporation Act) and companies in which the client or its shareholders hold a significant direct or indirect interest.

The same applies to economically equivalent transactions, in particular the direct or indirect acquisition of shares in a property-holding company (share deal), acquisitions via parent or holding companies, joint ventures or other transaction structures through which the client economically acquires the property or an interest in it, provided that these are based on the property identified or brokered by Estate-Service24 or on the identified transaction opportunity.

In the case of a share acquisition or indirect acquisition, the commission is calculated, unless otherwise agreed, on the basis of the value attributed to the property when determining the purchase price (property value / gross asset value). If such a value cannot be determined, the purchase price for the shares plus the company liabilities assumed or repaid by the purchaser, including shareholder loans, is decisive. If only part of the shares is acquired, the corresponding proportion of this value is decisive.

If the client passes on information received from Estate-Service24 to a third party without authorisation and that third party or an entity affiliated with it consequently concludes a main contract regarding the property, the client shall pay Estate-Service24 damages in the amount of the commission that would have been payable had the client concluded the contract. The client remains entitled to prove that no damage or substantially lower damage has occurred.

Deviating provisions on scope and the relevant period in the respective brokerage or intermediary agreement take precedence.

8. Due Date of the Commission

The due date of the brokerage or intermediary commission is governed by the respective brokerage or intermediary agreement.

Unless otherwise agreed therein, the commission becomes due upon the legally effective conclusion of the brokered main contract.

In the case of a contract concluded subject to a condition precedent, the commission generally becomes due upon fulfilment of the respective condition, unless otherwise agreed.

9. Activity for Several Parties

Estate-Service24 may, to the extent permitted by law, act for several parties involved in a transaction.

Any activity for several parties and any remuneration by several parties will be disclosed to the respective clients before the conclusion of the relevant agreement.

The specific remuneration is agreed separately with each party. When acting for several parties, Estate-Service24 acts impartially.

10. Confidentiality and Handling of Information

Information provided to the client about properties, owners, sellers, project developers, investors and other business partners shall be treated confidentially.

The client may use documents and information received exclusively for the purpose of reviewing and carrying out the respective real estate transaction.

Disclosure to the client’s own lawyers, tax advisers, financing advisers, banks, architects, technical advisers or other specialist advisers engaged to review the transaction remains permitted to the extent necessary for reviewing or carrying out the transaction and provided that confidentiality is maintained.

Any further disclosure to third parties requires the prior consent of Estate-Service24, unless statutory obligations dictate otherwise.

11. Avoidance of Circumvention / Non-Circumvention

The client undertakes not to circumvent the activity of Estate-Service24 by entering into negotiations or concluding a main contract, after identification has taken place or during brokerage, regarding the identified or brokered property or transaction directly or indirectly with the owner, seller, project developer or an entity affiliated with any of them, to the exclusion of Estate-Service24. This obligation applies for a period of 24 months from the respective identification or from the last brokerage activity of Estate-Service24.

This applies accordingly to an acquisition via a company nominated by or affiliated with the client, a property company, a special purpose vehicle (SPV) or any other purchaser economically attributable to the client.

If, within twelve months after identification or after the last brokerage activity of Estate-Service24, a main contract regarding the property or an economically equivalent transaction within the meaning of clause 7 is concluded, it is presumed that it is based on the activity of Estate-Service24. The client remains entitled to provide evidence to the contrary.

If the client culpably breaches the above obligations, it shall pay Estate-Service24 damages in the amount of the commission that would have been payable had the contract been concluded with the involvement of Estate-Service24. The client remains entitled to prove that no damage or substantially lower damage has occurred. Further statutory claims remain unaffected.

Deviating provisions on scope, protected group of persons, property or transaction and protection period in the respective brokerage or intermediary agreement take precedence.

12. Information on Properties and Investment Opportunities

Unless expressly stated otherwise, the information on properties and investment opportunities provided by Estate-Service24 is based on information from the respective owners, sellers, project developers or other sources of information.

Estate-Service24 assumes no liability for the completeness, accuracy or currency of this information unless its own review or an express guarantee has been agreed.

The client is itself responsible for reviewing the legal, tax, technical, economic and financial aspects material to its acquisition decision.

13. External Specialist Advisers and Due Diligence

At the client’s request, Estate-Service24 may support communication and coordination with external specialist advisers.

These may include, in particular, lawyers, tax advisers, banks, financing advisers, architects, engineers, valuers and other specialist advisers.

The professional review and advice by these persons are provided under their own responsibility.

Estate-Service24 assumes no responsibility for the professional services of external advisers.

14. No Success-Independent Remuneration

Unless expressly agreed otherwise in the respective agreement, no ongoing or monthly success-independent remuneration is owed for pure brokerage and intermediary activities.

Costs and expenses of Estate-Service24 are reimbursed only if this has been expressly agreed in advance.

15. Liability

Estate-Service24 is liable in accordance with statutory provisions for intent and gross negligence.

In the event of a slightly negligent breach of material contractual obligations, Estate-Service24 is liable only for typical and foreseeable damage. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the client may regularly rely. Otherwise, liability for slight negligence is excluded.

Liability for damage arising from injury to life, body or health and liability under mandatory statutory provisions remain unaffected.

16. Independent Investment Decision

The decision to acquire a property or to carry out any other transaction is made exclusively by the client.

Estate-Service24 gives no guarantee that a property or investment opportunity meets the client’s economic, tax, legal, technical or other investment objectives.

The client is responsible for having the necessary reviews carried out by suitable advisers of its own before making a binding investment decision.

17. Term and Termination

The term and termination of a specific brokerage, intermediary or advisory mandate are governed by the respective agreement.

Unless otherwise agreed therein, entitlements to commission for transactions concluded after termination of the mandate remain in force if they are based on the identification, brokerage or other commission-generating activity of Estate-Service24 carried out during the term.

18. Data Protection

Personal data are processed in accordance with the applicable privacy policy (Datenschutzerklärung) of Estate-Service24.

19. Applicable Law

The business relationship between Estate-Service24 and the client is governed by the law of the Federal Republic of Germany.

20. Place of Jurisdiction

If the client is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the place of jurisdiction for all disputes arising from the business relationship is Schmitten im Taunus, the registered seat of Estate-Service24. Estate-Service24 is also entitled to sue the client at the client’s general place of jurisdiction.

For consumers, the statutory rules on jurisdiction apply.

21. Cooperation under the Anti-Money Laundering Act

Estate-Service24 is an obliged entity under § 2(1) no. 14 of the German Anti-Money Laundering Act (GwG) and must fulfil the due diligence obligations provided for therein.

The client provides the information and documents required for this purpose, in particular for identifying the client or its representatives and the beneficial owner (§ 3 GwG), including in the case of an acquisition via a company, a property company or a special purpose vehicle (SPV). The client shall notify any changes without undue delay (§ 11(6) GwG).

If the due diligence obligations cannot be fulfilled, Estate-Service24 is entitled and obliged under § 10(9) GwG not to commence or to discontinue its activity.

22. Special Provisions for Consumers

If the client is a consumer within the meaning of § 13 BGB, the following provisions apply additionally and with priority.

If the contract is concluded off-premises or exclusively by means of distance communication, the consumer has a statutory right of withdrawal. Details are set out in the separately provided withdrawal information. Estate-Service24 begins providing the service before the withdrawal period expires only if the consumer expressly requests this; in the event of withdrawal, the consumer then owes compensation for value in accordance with § 357a(2) BGB.

If the contract concerns the purchase of an apartment or a single-family house, the brokerage contract requires text form (§ 656a BGB); §§ 656c and 656d BGB apply to the allocation of brokerage costs.

Clause 7 applies subject to the proviso that an entitlement to commission arises only if the transaction concluded is economically equivalent to the identified or brokered transaction and is based on the activity of Estate-Service24. The protection period under clause 11 is twelve months; the presumption under clause 11 does not apply.

Estate-Service24 is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board (Verbraucherschlichtungsstelle).

23. Information under Trade Law

Registered seat: Hegewiese 63, 61389 Schmitten im Taunus. Office: Westhafen Tower, Westhafenplatz 1, 60327 Frankfurt am Main. Phone: +49 172 953 48 07, email: info@estate-service24.de, website: www.estate-service24.de.

Estate-Service24 holds a licence under § 34c(1) sentence 1 no. 1 GewO (real estate broker). Licensing authority: Stadt Offenbach am Main – Stadthaus, Berliner Straße 60, 63065 Offenbach am Main. Competent supervisory authority: Kreisausschuss des Hochtaunuskreises, Ludwig-Erhard-Anlage 1–5, 61352 Bad Homburg v. d. Höhe.

Competent chamber: Industrie- und Handelskammer Frankfurt am Main, Börsenplatz 4, 60313 Frankfurt am Main.

VAT identification number: DE227218890.

24. Final Provisions

Amendments and supplements to the respective agreement require at least text form, unless a stricter form is prescribed by law.

Should any provision of these AGB be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.

The invalid provision shall be replaced by the statutory provisions.

This English version is provided for information purposes only; the German version is legally binding.

Annex to Clause 22 – Consumer Information on the Right of Withdrawal

Withdrawal Information

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period is fourteen days from the day of the conclusion of the contract.

To exercise the right of withdrawal, you must inform us (Estate-Service24 Immobilienconsulting, owner Alexander Ufnarovski, Hegewiese 63, 61389 Schmitten im Taunus, phone: +49 172 953 48 07, email: info@estate-service24.de) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or email). You may use the attached model withdrawal form, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from this contract, in comparison with the full coverage of the contract.

End of withdrawal information

Declaration on Early Commencement of Services

[  ] I expressly request that Estate-Service24 begin providing the contractual services, in particular identifying properties and providing property information, before the withdrawal period expires.

[  ] I acknowledge that in the event of withdrawal I must pay compensation for the services provided up to that point (§ 357a(2) BGB) and that my right of withdrawal expires upon complete performance of the contract by Estate-Service24 (§ 356(4) BGB).

Place, date: ____________________   Signature of the client: ____________________

Model withdrawal form

(Complete and return this form only if you wish to withdraw from the contract.)

– To Estate-Service24 Immobilienconsulting, owner Alexander Ufnarovski, Hegewiese 63, 61389 Schmitten im Taunus, email: info@estate-service24.de:

– I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service (*)

– Ordered on (*)/received on (*)

– Name of consumer(s)

– Address of consumer(s)

– Signature of consumer(s) (only if this form is notified on paper)

– Date

(*) Delete as appropriate.