Commercial Agency Agreement

No. filled in at signing · date of signing

English translation for information. The Lithuanian text prevails.

Principal (Seller):

Name

filled in at signing

Company code

filled in at signing

VAT number

filled in at signing

Registered office

filled in at signing

Represented by

filled in at signing

E-mail

filled in at signing

Phone

filled in at signing

Commercial agent (Operator):

Name

Arena Media Sp. z o.o. (spółka z ograniczoną odpowiedzialnością)

KRS / NIP / REGON

0001069191 / 5252980443 / 526958167

VAT

Not registered for VAT

Registered office

ul. Złota 7/1, 00-019 Warszawa, Poland

Place of business in Lithuania

Taikos pr. 98, LT-51258 Kaunas, Lithuania

Represented by

Andrius Užusienis, Member of the Management Board, representing the company alone

E-mail

[email protected]

1. Subject

1.1.The Seller instructs the Operator, and the Operator undertakes, acting as a continuing commercial agent under Articles 2.164–2.182 of the Civil Code of the Republic of Lithuania (the Civil Code), in the Seller's name and for the Seller's account to:

• conclude sales contracts with buyers on the MONTFIX online marketplace (the Marketplace) on the offers published by the Seller and on the Seller's terms;
• receive buyers' payments for the Seller's goods and delivery;
• refund buyers in the Seller's name where a refund is justified under the Agreement or the law;
• issue invoices to buyers in the Seller's name under the separate Mandate to Issue Invoices on the Seller's Behalf.

1.2.The Operator has no right to set or change the Seller's prices, discounts, delivery or warranty terms. A sales contract is concluded only at the price and on the terms stated in the Seller's offer.

1.3.The Operator acts for the Seller (the seller's side) only and is not the buyer's agent. The parties intend the Operator's activity to fall within the commercial agent exclusion of Article 3(b) of Directive (EU) 2015/2366 (PSD2) and the provisions of the Lithuanian Law on Payments implementing it.

1.4.The agency is non-exclusive: the Operator may act as commercial agent for other sellers on the Marketplace and the Seller may sell its goods through other channels.

2. Receiving payments in the Seller's name

2.1.A buyer who has paid the Operator for the Seller's goods has duly discharged its payment obligation to the Seller from the moment the funds are credited to the seller-funds account.

2.2.Buyers pay by card and other card-based methods through Revolut Bank UAB and by bank link through Neopay, UAB into the Operator's separate seller-funds account with Revolut Bank UAB. That account holds sellers' money only; it is accounted for per seller and is not used for the Operator's own purposes.

2.3.The Operator holds the Seller's funds until the consumer withdrawal period ends (14 days after delivery) and, for business buyers' orders, for 3 days after delivery, and pays them to the Seller on the 5th and 20th of each month to the bank account the bank account stated in the seller account and verified by MONTFIX.

2.4.Before paying out, the Operator sets off its commission, service and advertising fees, refunds made to buyers and chargeback amounts. A payout statement is available in the Seller account.

2.5.The Operator reconciles the seller-funds account balance with the sellers' settlement ledger daily.

3. Refunds to buyers

3.1.When a buyer withdraws, returns a defective item or an order is cancelled, the Operator refunds the buyer in the Seller's name by the same payment method (card payments through Revolut, bank payments by transfer to the buyer's account).

3.2.The refund is taken from the Seller's funds or, if they are insufficient, the Seller pays it to the Operator within 14 days.

4. Remuneration

4.1.The Operator's remuneration as commercial agent is part of the commission set out in the Seller Agreement and the Fees Annex and is not charged separately.

4.2.The right to remuneration arises when the sales contract concluded by the Operator is performed (the item is delivered; for returns the rules of the Fees Annex apply).

4.3.No VAT charged — Arena Media Sp. z o.o. is not registered for VAT.

5. Duties of the parties

5.1.The Operator acts in good faith and with due care in the Seller's interest (Article 2.168 of the Civil Code): it presents the Seller's offers correctly, informs the Seller of every contract concluded, buyer complaints and payments, and follows the Seller's reasonable instructions.

5.2.The Seller (Article 2.169 of the Civil Code) gives the Operator correct information about goods, prices and stock, fulfils orders on time and informs the Operator of circumstances that may disrupt fulfilment.

5.3.The Operator does not guarantee the buyer's performance (it is not a del credere agent), except for funds already received in the seller-funds account.

6. Taxes

6.1.The Seller is the seller of the goods for tax purposes: it computes, declares and pays VAT and other taxes on its sales and records the invoices issued in its name by the Operator in its accounts and tax registers (i.SAF).

6.2.The Operator gives the Seller a monthly sales report and the data needed for its tax registers, and reports DAC7 data to the tax authority.

7. Reporting and records

7.1.The Operator keeps records of all contracts concluded, payments, refunds and payouts in the Seller's name for at least 10 years and makes them available to the Seller on request.

8. Term and termination

8.1.This agreement runs as long as the Seller Agreement (Special and General Terms) and ends with it.

8.2.Notice periods for terminating this indefinite-term agreement may not be shorter than those in Article 2.175 of the Civil Code (one month in the first year, two months in the second year, three months in the third and later years), except termination for material breach.

8.3.After termination the Operator completes the contracts already concluded, refunds and settlements and pays the Seller its remaining funds within 30 days after the last holding period ends.

9. Final provisions

9.1.Unless this agreement provides otherwise, the Seller General Terms apply (including liability, confidentiality and dispute resolution).

9.2.This agreement is governed by the law of the Republic of Lithuania; disputes are settled by the courts of the Republic of Lithuania in Vilnius having subject-matter jurisdiction.

9.3.This agreement is made in Lithuanian; in case of discrepancy with a translation the Lithuanian text prevails.

Operator

Arena Media Sp. z o.o., Andrius Užusienis — executed by sealing the pack with the MONTFIX electronic seal

Seller

filled in at signing, filled in at signing — signed with the MONTFIX electronic signature (see the signature certificate)