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Terms & Conditions

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AEROMAGIJA DESIGN CENTER – TERMS AND CONDITIONS

 

 

1. General Provisions

 

1.1. Acceptance of Terms. These Terms and Conditions ("Terms") govern the use of the services provided by Aeromagija Design Center (hereinafter "The Company", "We", or "Aeromagija") through its website and related platforms. By accessing or using our services, engaging in project steps, or making an Investment/Donation, you ("The Client" or "User") agree to be bound by these Terms.

1.2. Services Offered. The Company specializes in the creation, development, prototyping, and engineering analysis of Light Aircraft (LA), Ultralight Aircraft (ULA), and fixed-wing Unmanned Aerial Vehicles (UAVs). Services are provided on a step-by-step, fee-for-service basis.

 

2. Design and Engineering Services (Fee-for-Service)

 

2.1. Project Stages. Design and engineering services are organized into discrete, non-refundable paid stages (e.g., General Layout, Aerodynamic Report, Structural Design). The successful completion of a preceding stage is generally required to proceed to the next.

2.2. Payment and Fees. All service fees listed on the website are in Euros (€) and are payable in advance of the commencement of the relevant stage. Fees for completed stages are non-refundable, regardless of the Client’s decision to cease the project or the technical viability conclusion of a subsequent stage.

2.3. Client Responsibilities. The Client must provide clear vision, technical requirements, and timely feedback necessary for the Company to execute the project stages. Delays caused by the Client may result in timeline adjustments or additional fees.

2.4. Intellectual Property (IP) — Client-Owned Projects.

* Upon full payment for the Structural Design service (the final design stage), the Client shall own the specific design, calculations, and engineering drawings created for their designated aircraft, subject to a worldwide, non-exclusive, perpetual, royalty-free license granted back to Aeromagija for internal research, non-commercial portfolio display, and future developmental reference.

* The Company retains all underlying knowledge, methodologies, and general design principles used in the execution of the services.

2.5. Prototyping Workshop. The Prototyping Workshop service is quoted separately and may be executed by a third-party manufacturing partner. The Company’s liability in this stage is limited to technical consultation and supervision, unless a separate manufacturing agreement explicitly states otherwise.

 

3. Investment, Funding, and Donations

 

3.1. Purpose. This section covers funds provided by the User to support Aeromagija’s own research, general operations, or specific Company-owned developmental projects (as distinct from Client-owned projects under Section 2).

3.2. Investment Minimum. Users may contribute any amount starting from €100 (One Hundred Euros) towards the Company’s projects or general operations.

3.3. Nature of Funds. Funds provided under this section are either:

* Donations: Funds provided purely for support, with no expectation of financial return or specific rights. Donations are non-refundable.

* Investments: Funds provided with the expectation of a future return or share in a specific project's success.

3.4. Commitment to Personal Data and Contract. By making an Investment (any sum starting from €100), the Payer unconditionally agrees to the following:

* Data Provision: The Payer commits to providing all necessary personal identification data (including but not limited to full name, address, and official identification) upon the Company's request.

* Investment Contract: The Payer agrees to formally sign a separate Investment Agreement (the terms of which shall be provided by the Company) to formalize the relationship and define the Payer's rights, returns, and risks associated with the investment.

* Status: Until a formal Investment Agreement is executed, the funds provided shall be treated as a conditional loan or non-refundable donation at the Company’s sole discretion, with no claim to equity, IP, or return.

3.5. Risk Acknowledgment. All Investments are highly speculative, involve significant risk, and may result in the complete loss of the funds provided. The Company does not guarantee any return on investment.

 

4. Limitation of Liability and Indemnification

 

4.1. Limitation of Liability. The Company's liability for any claim arising out of these Terms or the services provided shall not exceed the total fees paid by the Client to the Company for the specific project stage that gave rise to the claim. The Company is not liable for indirect, incidental, or consequential damages.

4.2. No Warranty. The Company provides services based on the best available engineering practices; however, due to the experimental nature of aircraft design, the Company provides no warranty regarding the successful completion of a flying prototype, flight performance, or eventual certification of any design.

4.3. Indemnification. The Client agrees to indemnify and hold harmless Aeromagija from any claims, losses, damages, liabilities, and expenses arising from the Client's use, construction, or operation of the final design or prototype.

 

5. Governing Law and Dispute Resolution

 

These Terms shall be governed by the laws of the Republic of Lithuania. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of Lithuania.

Last Updated: October 2025

INVESTMENT LOAN AGREEMENT (TERM SHEET)

 

This is a simplified, easily readable document intended for public fundraising, which clearly defines what the Investor receives upon the Project’s success.

 

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### 1. Parties and Subject Matter

 

The **Initiator/Borrower** is **UAB Budivnika** (Operating as Aeromagija Design Center, Lithuania). The **Investor** is the Physical or Legal Entity making the payment.

 

**1.1. Subject of the Agreement.** The Investor provides UAB Budivnika with a **Targeted Investment Loan** to finance the **Project** \[Name of Project] in exchange for a future equity stake (shares) in a new company established for the Project's commercialization.

 

**1.2. Minimum Amount.** The Loan amount must be no less than **€100**.

 

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### 2. Risk and Loan Conversion

 

**2.1. Status of Funds.** Until the **Project Success** (Section 2.2) is achieved, the funds contributed constitute a targeted loan to UAB Budivnika.

 

**2.2. Project Success (Conversion Trigger).** The Project is deemed successful when:

* a) All design phases are complete (including working drawings and calculations).

* b) The **first successful flight of a working prototype** (or completion of the prototyping phase) is achieved.

* c) The Initiator decides to establish a **Project Company (NewCo)** for commercialization.

 

**2.3. Risk and Repayment.** The Loan is **unsecured and non-refundable** in the event of a **Project Failure** (cessation of development before achieving Section 2.2). The Investor accepts the risk of total loss of the invested funds.

 

**2.4. Conversion.** Upon the occurrence of a **Project Success** (Section 2.2), the entire Investment Loan (including Aeromagija's financial contribution) automatically converts into an equity stake in the Project Company (NewCo) according to the structure outlined in Section 3.

 

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### 3. Future Capital Structure (NewCo)

 

Upon the Loan's conversion and the establishment of the **Project Company (NewCo)**, the equity capital will be distributed according to the following **fixed 100% formula:**

 

* **1. Financial Investor Pool: 42%**

    * This share is distributed among *all* financial contributors, including UAB Budivnika's financial contribution. Distribution within the pool is **proportional** to the contribution amount.

* **2. Key Project Personnel: 25%**

    * Share allocated to key engineers and managers for their direct work and results.

* **3. Aeromagija Intellectual Contribution (IP): 33%**

    * Share allocated to UAB Budivnika for contributing all know-how, methodologies, and branding.

* **TOTAL: 100%**

 

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### 4. Investor Obligations and Legal Formalities

 

**4.1. Data Provision.** The Investor undertakes, upon UAB Budivnika's request, to immediately provide all necessary personal and legal data for the formal execution of the **Investment Agreement** and, subsequently, the **Shareholders' Agreement**.

 

**4.2. Compliance Requirements.** The Investor confirms that they meet all requirements necessary to be a shareholder (participant) in a closed joint-stock company (UAB) under the laws of the **Republic of Lithuania**.

 

**4.3. NewCo Formation.** Following the Loan conversion, the Investor is obliged to sign all necessary legal documents (Articles of Association, Shareholders' Agreement) for the establishment of the **Project Company (NewCo)**.

 

**4.4. Risk and Valuation.** The Investor acknowledges that they are investing in the Project at a very early stage, agreeing to a **pre-determined fixed share (42%)** for the entire investment pool, which is not tied to the company's market valuation at the time of its formation.

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