Terms and conditions for publishers

# Terms and conditions for publishers

**Version 3.0** · in force from 06.09.2026

> This is a translation of the Romanian text, provided for convenience. In case > of any difference of meaning, the Romanian version prevails, as the language > in which the contract is concluded.

---

1. The parties

**The Platform:** SC ARC MEDIASOFT SRL, VAT no. RO32431001, registered with the Trade Register under no. J40/13626/2013, with its registered office at Aleea Botorani no. 6, Sector 5, Bucharest, legally represented by Crăciun Adrian, hereinafter "the Platform" or "the Commission Agent".

**The Publisher:** the legal person whose details were provided when the publisher account was activated, hereinafter "the Publisher" or "the Principal".

This document is accepted electronically, by ticking the corresponding box in the Platform's interface. Electronic acceptance has the same effects as a handwritten signature, under the applicable legislation on electronic commerce and electronic signatures.

2. Legal nature of the relationship

**2.1.** This document constitutes a **commission contract** within the meaning of art. 2043–2053 of the Civil Code (Law no. 287/2009). The Publisher, as principal, authorises the Platform, as commission agent, to conclude **in its own name but on the Publisher's account** publication contracts with the Platform's clients, having as their object the publication of articles on the sites administered by the Publisher.

**2.2.** The Platform does not buy publications from the Publisher in order to resell them. The Platform does not become the owner of the editorial space and does not bear the commercial risk of the service provided by the Publisher. The price of the publication is set by the Publisher, through the Platform's interface; the Platform cannot change it.

**2.3.** **The amounts collected by the Platform from clients for publications carried out by the Publisher belong to the Publisher** from the moment of collection. The Platform holds and administers them as commission agent, until settlement. They do not constitute revenue of the Platform; the Platform's revenue is exclusively the commission provided for in art. 7.

This provision reflects point 432 of the accounting regulations approved by Order of the Minister of Public Finance no. 1802/2014, under which amounts collected by an entity on behalf of third parties, including under agency, commission or commercial mandate contracts, do not represent revenue from ordinary activity, even though, from the point of view of value added tax, persons acting in their own name are treated as buyer-resellers.

**2.4.** For VAT purposes, the commission agent structure provided for in art. 271(2) of the Fiscal Code applies: the Platform, acting in its own name but on the Publisher's account, is deemed to have received and itself supplied the services in question. Consequently, the Platform invoices the client for the full value of the publication, and the Publisher invoices the Platform for the share due to it, in accordance with art. 8.

**2.5.** Nothing in this document creates an employment relationship, a company, a joint venture or any exclusivity between the parties. The Publisher remains free to sell advertising space through any other channel.

3. Object

**3.1.** The Platform arranges the publication of articles, advertorials and press releases on the websites administered by the Publisher, on the terms set by the Publisher.

**3.2.** The Publisher retains full editorial control: it may refuse any material before publication, without penalty and without any obligation to give reasons.

4. Scope of the authority granted

**4.1.** The Publisher authorises the Platform, in its own name and on the Publisher's account, to:

a) present the Publisher's sites in the Platform's catalogue, with the prices, conditions and metrics declared by the Publisher; b) conclude publication contracts with clients, at the prices set by the Publisher; c) collect from clients the value of the publications; d) issue an invoice to the client, in its own name, for the service provided; e) transmit the accepted materials to the Publisher, through the Platform's interface or, where the Publisher has configured automatic publishing, directly on the site.

**4.2.** The authority granted does **not** include: changing the prices set by the Publisher, accepting on the Publisher's behalf materials that breach the declared conditions, granting discounts on the Publisher's behalf without its agreement, or binding the Publisher towards the client beyond the object of the publication.

**4.3.** The Platform exercises the authority in accordance with the Publisher's instructions, expressed through the account settings: price, accepted campaign types, delivery time, maximum number of links, link policy, categories, accepted and prohibited subjects. A change of settings takes effect from the moment it is saved; orders already accepted are carried out on the terms applicable at acceptance.

5. The Publisher's obligations

The Publisher declares and warrants that it:

**5.1.** Is the owner of the registered sites or has the legal right to publish commercial content on them.

**5.2.** Where it has chosen automatic publishing, holds and keeps valid the access credentials supplied to the Platform, and revokes them as soon as the collaboration ends. Automatic publishing is optional: the Publisher may publish manually, on any technical platform, by confirming the address of the published article.

**5.3.** Publishes the accepted materials within the undertaken time and keeps them online for a period of at least **12 months** from publication. Deleting or altering an article before that period, without the Platform's agreement, gives rise to a right to the return of the amount collected.

**5.4.** **Labelling of advertising content.**

**5.4.1.** Articles published through the Platform are commercial in nature, being published for payment. Law no. 363/2007 on combating unfair commercial practices, Annex 1 point 11, classes as an unfair commercial practice **in every case** the use of editorial context to promote a product for which payment has been made, without this being stated clearly, in a form the consumer can easily identify.

**5.4.2.** The Publisher is the editor of the sites it administers and decides alone whether and how it labels paid material. The Platform applies and modifies no label in the articles it transmits; it hands them over as it received them.

**5.4.3.** The Publisher declares in its account the labelling mode of each site, choosing between: a prefix in the article title, such as "(P)", "Advertorial" or equivalent; a visible note at the end of the article; placement in a category dedicated to advertising content; or no label. The declaration is displayed in the catalogue, next to the price, so that the client sees it before ordering. The Publisher keeps the declaration consistent with actual practice on the site; a declaration that does not correspond to that practice constitutes a breach of this contract.

**5.4.4.** Visible labelling is distinct from the `rel` attribute applied to links (`sponsored`, `nofollow`), which addresses search engines. The `rel` attribute does **not** discharge the visible labelling obligation, since it is not perceptible to the reader.

**5.4.5.** The Publisher is directly answerable to the competent authorities for the content published on the sites it administers, in its capacity as their editor. If the Platform is sanctioned as a result of an article published through it going unlabelled on a site administered by the Publisher, the Publisher owes it compensation equal to the amounts actually borne.

**5.4.6.** This clause produces no effects towards third parties or public authorities and does not limit either party's liability towards them; it governs exclusively the relations between the Platform and the Publisher.

**5.5.** Does not request or accept payments outside the Platform for orders initiated through the Platform.

**5.6.** Is a duly constituted legal person, able to issue an invoice for the amounts due to it.

**5.7.** Communicates to the Platform, on request, the information needed to exercise the authority granted, and accounts to it for the carrying out of publications, in particular confirmation of publication and the article's address.

6. The Platform's obligations

**6.1.** Transmits to the Publisher only materials that meet the conditions the Publisher declared.

**6.2.** Does not exceed the limits of the authority under art. 4.

**6.3.** Keeps separate records of the amounts collected on the Publisher's account and makes them available for withdrawal in accordance with art. 8.

**6.4.** Accounts to the Publisher for the performance of the commission: for each publication, the Platform makes available in the interface the client, the price, the commission withheld and the amount due to the Publisher.

**6.5.** Does not disclose the Publisher's access credentials to third parties and stores them encrypted.

7. The commission

**7.1.** For the exercise of the authority granted, the Publisher owes the Platform a commission of **10%** of the net price of the publication, as set by the Publisher.

**7.2.** For package offers composed by the Publisher through the Platform's interface, the commission is set at the moment the offer is approved and is **frozen** at that level for all purchases from that offer. A later change of commission policy does not affect offers already approved.

**7.3.** The commission is calculated on the price excluding VAT.

**7.4.** The commission may not be less than **5 lei** per publication. Below that threshold, the cost of administering the order exceeds the percentage commission.

**7.5.** The Platform may change the level of the commission for future publications, with notice under art. 12. The commission applicable to a publication is the one in force on the date the order was accepted.

8. Settlement and invoicing

**8.1.** For each publication carried out, the amount due to the Publisher is the price it set, less the commission under art. 7.

**8.2.** Amounts become available for withdrawal after confirmation of publication and after the expiry of a challenge period of **14 calendar days** from publication.

**8.3.** Withdrawal takes place at the Publisher's request. The Publisher issues an invoice to the Platform for the amount requested, submits it in the RO e-Factura system in accordance with its own tax obligations, and uploads it to the Platform. The amount requested must correspond exactly to the amount invoiced, including VAT where applicable.

**8.4.** Payment is made within **15 working days** of validation of the invoice, into the bank account indicated by the Publisher.

**8.5.** The tax obligations relating to the amounts collected fall entirely on the Publisher. The Platform neither withholds nor declares taxes on its behalf.

**8.6.** The Platform issues to the Publisher, on request, a statement of the commissions withheld over a period, for the Publisher's accounting records.

9. Liability

**9.1.** The Publisher is liable for the content of its sites, for carrying out the publications accepted, and for the correspondence between the labelling mode declared in the account and actual practice on the site.

**9.2.** The Platform is liable for the correctness of the materials transmitted, for observing the limits of the authority granted, and for the records of amounts collected on the Publisher's account.

**9.3.** As commission agent, the Platform does not guarantee to the Publisher the client's performance of its obligations and is not liable for the client's non-payment, except as regards amounts already collected on the Publisher's account, which are due to it unconditionally.

**9.4.** Each party's liability for damage caused to the other in connection with a particular publication is limited to the price of that publication. For damage not connected with a particular publication, the Platform's aggregate liability over any twelve-month period is limited to the total commissions withheld from the Publisher in that period.

**9.5.** Neither party is liable for lost profit, loss of data, loss of goodwill or other indirect damage.

**9.6.** The limitations in art. 9.4 and 9.5 do not apply in cases of wilful misconduct, gross negligence or personal injury, nor to the Platform's obligation to settle the amounts collected on the Publisher's account, which are due to it unconditionally under art. 2.3.

10. Suspension and termination

**10.1.** The Publisher may at any time pause a site or end the collaboration, subject to carrying out orders already accepted.

**10.2.** The Platform may suspend a site or an account in the event of: repeated failure to meet deadlines, non-compliant publication, a labelling declaration that does not correspond to actual practice on the site, or an attempt to circumvent the Platform.

**10.3.** On termination, the amounts collected on the Publisher's account up to that moment remain owed and are settled under art. 8, except for those arising from fraudulently executed orders.

**10.4.** Termination does not affect the Publisher's obligation to keep online the articles already published, under art. 5.3.

11. Personal data

**11.1.** Each party is an **independent controller** for the data it processes in performing this contract. The Platform processes the contact, tax and banking data of the Publisher and of its contact persons; the Publisher processes the data reaching it through the Platform in connection with published articles. Neither party processes data on behalf of the other, and this document does not constitute a processing agreement within the meaning of art. 28 of Regulation (EU) 2016/679.

**11.2.** The basis for processing is the performance of the contract, under art. 6(1)(b) of the Regulation. For data kept after termination, the basis is the legal obligation of tax and accounting archiving, under (c), and the legitimate interest in establishing or defending a legal claim, under (f).

**11.3.** The Platform keeps financial and settlement documents for ten years from the end of the financial year in which they were drawn up, as accounting legislation requires. Site access credentials are kept only for as long as the Publisher keeps them active in the account and are deleted on revocation. Termination of the contract does not shorten the archiving periods imposed by law.

**11.4.** The details of the processing, the rights of the data subject and how to exercise them are described in the Privacy Policy, which forms an integral part of this document.

12. Changes to the terms

The Platform may amend this document. Amendments are communicated **30 days** before they take effect. Continued use after that date constitutes acceptance of the new version. A Publisher who does not accept may end the collaboration, subject to carrying out orders in progress.

13. Governing law

This document is governed by Romanian law. Disputes are settled amicably or, failing that, by the courts having jurisdiction at the Platform's registered office. The parties expressly choose that jurisdiction, under art. 126(1) of the Code of Civil Procedure, their relationship being one between professionals.