Commission Agency Agreement (Public Offer) for Sellers

Yerevan. Version 2.4 of 2026-10-14.

IE Kristine Ghukasyan, taxpayer ID (TIN) 26811509, located at ք. Երևան, Կենտրոն, Մարտի 8-ի փ., տ. 34, 0070 (Ереван, Кентрон, ул. 8 Марта, д. 34) (the "Platform"), offers legal entities and individual entrepreneurs registered in the Republic of Armenia, and individuals on the terms of Section 22 (the "Seller") to enter into this Agreement on the terms set out below.

1. Definitions

1.1. Website means arko.am and related applications on which the Platform publishes offers to sell goods.

1.2. Account means the Seller's personal account on the Website used to manage goods and supplies, receive reports and request payouts.

1.3. Buyer means a person who has placed an order on the Website.

1.4. Goods means items owned by the Seller and handed over to the Platform for sale.

1.5. Tariffs means the current rates of remuneration and reimbursable expenses published on the "Commission and Tariffs" page of the Website.

1.6. Commission Agent's Report means the Platform's monthly report on sales, returns, deductions and payouts generated in the Account.

2. Subject matter and legal nature

2.1. This Agreement is a contract of commission agency within the meaning of Article 791 of the Civil Code of the Republic of Armenia (the "Civil Code"). The Platform (commission agent), on the Seller's (principal's) instruction and for remuneration, enters in its own name but at the Seller's expense into retail sale transactions for the Goods with Buyers.

2.2. Goods handed over to the Platform remain the Seller's property until delivered to the Buyer (Article 797 of the Civil Code).

2.3. Under this Agreement the Platform also provides ancillary services to the Seller: receiving and storing Goods at the warehouse, delivery to pick-up points, collecting payments, processing returns and promotion (advertising), in accordance with the Tariffs.

2.4. The Platform may engage third parties (carriers, pick-up points, banks) and remains liable to the Seller for their actions (Article 795 of the Civil Code).

3. Conclusion of the Agreement

3.1. This text is a public offer (Article 453(2) of the Civil Code) and contains all essential terms of the Agreement.

3.2. The offer is accepted by the Seller registering on the Website and ticking "I accept the terms of the Agreement" (Article 454(3) of the Civil Code). Acceptance must be full and unconditional.

3.3. The Agreement is deemed concluded in writing (Article 450(2) and (3), Article 791(2) of the Civil Code). The Platform keeps an electronic record of the acceptance: the version of the Agreement, the date and time, the IP address and the e-mail address of the person who accepted it. The parties recognise this record as due evidence of the conclusion of the Agreement.

3.4. The person accepting the offer confirms that they are authorised to act on behalf of the Seller.

3.5. At the request of either party the Agreement may additionally be executed on paper. Such a copy does not cancel the Agreement concluded under clause 3.2.

4. Seller registration and verification

4.1. On registration the Seller provides its full name, TIN, contact phone, e-mail and tax regime, and then confirms its bank account by a verification transfer from the Seller's account in the amount shown in the Account. The verification payment is not a payment for services and is not refundable.

4.2. The Platform may request incorporation and licensing documents and may refuse registration without giving reasons.

4.3. The Seller must keep its Account data up to date, including its tax regime and bank details. Payouts are made only to an account opened in the Seller's name.

5. Seller's obligations regarding the Goods

5.1. The Seller warrants that the Goods belong to it, are free from third-party rights, are not prohibited or restricted from circulation under the laws of the Republic of Armenia, are not counterfeit and conform to their description.

5.2. The Seller ensures that documents confirming the conformity and origin of the Goods are available where required by law and provides them to the Platform within 3 business days of a request.

5.3. The Seller publishes complete and accurate information about the Goods, including in Armenian as required by consumer protection legislation: name, main characteristics, manufacturer, country of origin, warranty period, rules of use and storage.

5.4. The Seller bears warranty obligations towards the Buyer to the extent required by law (at least two years for new goods and at least one year for used goods) and reimburses the Platform for all costs it incurs as seller towards the Buyer in connection with the quality of the Goods (Article 801(3) of the Civil Code).

5.5. Goods whose circulation requires a licence, state registration, permit or special safety documents — in particular food and drink, dietary supplements, baby food, animal feed, cosmetics and perfume, medical devices and household chemicals — may be listed by the Seller only if the Seller holds all documents required by the laws of the Republic of Armenia (including on food safety, labelling in Armenian and a HACCP-based self-control system) and provides them to the Platform on request. A Seller who is an individual (Section 22) may not list such Goods. The Platform may limit the categories available to a Seller depending on its status and the documents provided.

6. Product listings, price and moderation

6.1. The Seller creates product listings in the Account. Every listing is moderated. The Platform may reject a listing or withdraw it from sale, stating the reason.

6.2. The Seller sets the price of the Goods in the Account. The price so set is the principal's instruction (Article 793 of the Civil Code). The Platform does not sell the Goods below that price, except for discounts that the Platform grants to Buyers at its own expense (Platform promo codes), in which case settlement with the Seller is based on the price set by the Seller.

6.3. The Platform may refuse to sell Goods where there are reasonable grounds to believe that their sale would breach the law or third-party rights.

7. Supply, acceptance and storage

7.1. The Seller creates a supply in the Account, labels each unit of Goods with a Platform barcode and each box with a QR code, and delivers the Goods to the warehouse on the agreed date at its own expense.

7.2. The Platform accepts the Goods by quantity and external appearance. The acceptance result is recorded in the Account and constitutes the acceptance certificate. The Seller may object to the acceptance result within 5 business days; after that period the result is deemed agreed.

7.3. If damage or shortage noticeable on external inspection is found on acceptance, the Platform records it and informs the Seller (Article 799(2) of the Civil Code).

7.4. From acceptance until delivery to the Buyer or return to the Seller, the Platform is liable for loss, shortage and damage of the Goods (Article 799(1) of the Civil Code) in the amount of their value confirmed by the Seller's documents, but not exceeding the price set by the Seller in the Account.

7.5. Fees for acceptance and storage of Goods are charged only where the relevant rate is published in the Tariffs (Article 802 of the Civil Code). As of the date of this version: acceptance — AMD 0 per unit of Goods actually accepted.

7.6. The Seller may at any time demand the return of Goods from the warehouse. The return is made within 5 business days at the Seller's expense in accordance with the Tariffs.

8. Sale, delivery and hand-over

8.1. The Platform, in its own name, concludes a retail sale contract for the Goods with the Buyer on the terms published on the Website for Buyers, delivers the Goods to the pick-up point and hands them over to the Buyer.

8.2. The Platform collects payment from the Buyer and issues a cash register receipt in accordance with the laws of the Republic of Armenia.

8.3. A transaction is deemed performed when the Goods are handed over to the Buyer. The sale is reflected in the Commission Agent's Report at that moment.

9. Buyer returns and claims

9.1. The Buyer may refuse the Goods on receipt and may withdraw from a distance contract within the time limits and in the manner established by consumer protection legislation. Returned Goods go back to the Seller's stock and the related amounts are reversed.

9.2. The Platform handles Buyer claims regarding the quality of the Goods as the seller under the sale contract. The Seller must state its position on a claim within 3 business days of the Platform's request; failing that, the Platform may satisfy the claim at the Seller's expense.

9.3. In case of a return after hand-over, the Platform refunds the remuneration previously withheld and withholds the cost of reverse logistics in accordance with the Tariffs.

10. Platform remuneration and reimbursable expenses

10.1. The Platform's remuneration (Article 792 of the Civil Code) is a percentage of the price of the Goods sold. The rate depends on the product category and is published in the Tariffs; an individual rate may be set for a particular Seller and shown in the Account. The remuneration per unit may not be lower than the minimum amount published in the Tariffs (currently AMD 100).

10.2. The remuneration rate is fixed when the Buyer places the order. Later changes to the Tariffs do not affect orders already placed.

10.3. In addition to the remuneration the Seller reimburses the Platform's expenses (Article 802 of the Civil Code): logistics — depending on the size of the unit sold (small / medium / large / oversized) under the Tariffs, currently AMD 50 / 150 / 400 / 1500; reverse logistics — AMD 0 per unit returned; acceptance — under clause 7.5; advertising — in the amount of the budget actually spent on advertising campaigns launched by the Seller.

10.4. The Platform may change the Tariffs by notifying the Seller in the Account at least 15 calendar days in advance. A change does not apply to orders placed before the new Tariff takes effect.

10.5. The size of a unit of Goods for logistics is determined by the packed dimensions and weight stated by the Seller in the listing. The Platform may re-measure the Goods on acceptance. If the actual size class is larger than declared, the Seller pays a penalty (Article 369 of the Civil Code) of AMD 1000 per listing (variant) with a discrepancy, and the dimensions in the listing are replaced with the actual ones. A discrepancy within one size class is not subject to a penalty.

11. Settlements

11.1. Money received from Buyers for the Goods belongs to the Seller and is transferred to it net of remuneration and reimbursable expenses. The Platform withholds the amounts due to it from money received for the Seller (Article 798 of the Civil Code).

11.2. The amount due to the Seller is credited in the Account when the Goods are handed over to the Buyer. The Account balance shows all credits and deductions line by line.

11.3. Payouts are made at the Seller's request from the Account within 3 business days to the Seller's bank account. The minimum payout is AMD 1,000. Two-factor sign-in to the Account is mandatory for requesting payouts and changing the bank account.

11.4. If deductions exceed the amount due to the Seller, the resulting debt is set off against subsequent receipts or paid by the Seller to the Platform's account within 10 business days.

12. Commission Agent's Report and documents

12.1. Monthly, no later than the 5th day of the month following the reporting month, the Platform generates in the Account a Commission Agent's Report (Article 800 of the Civil Code) for the reporting month, showing: Goods handed over to Buyers and their price, returns, the Platform's remuneration, reimbursable expenses, amounts transferred to the Seller and the settlement balance.

12.2. If the Seller has not objected to the Commission Agent's Report within 30 calendar days of its publication in the Account, the report is deemed accepted (Article 800 of the Civil Code).

12.3. For the monthly remuneration and reimbursable expenses the Platform issues the Seller a tax invoice through the electronic tax invoice system within the time limits set by the Tax Code of the Republic of Armenia.

12.4. At the Seller's request the Platform prepares a reconciliation statement within 5 business days.

13. Taxes

13.1. The Seller is the supplier of the Goods and itself calculates and pays taxes on their sale based on the full sale price to Buyers shown in the Commission Agent's Report. The Platform reflects in its tax accounting only the amount of its remuneration and reimbursable expenses.

13.2. The Platform is not the Seller's tax agent and does not withhold taxes from amounts due to the Seller unless expressly required by law.

13.3. Any tax calculation shown in the Account is for information only and does not replace the calculation made by the Seller's accountant.

14. Personal data

14.1. The Seller receives Buyers' personal data only to the extent necessary to fulfil an order, undertakes to process it in accordance with the Law of the Republic of Armenia "On Protection of Personal Data" and not to use it for any other purpose, including marketing mailings.

15. Account security

15.1. The Seller is responsible for keeping its password and two-factor authentication means secure. Actions performed in the Account after a successful sign-in are deemed performed by the Seller.

15.2. If unauthorised access is suspected, the Seller must immediately change its password and notify the Platform.

16. Liability

16.1. The parties are liable for non-performance or improper performance of their obligations in accordance with the laws of the Republic of Armenia.

16.2. The Seller compensates the Platform for losses arising from claims by Buyers, third parties and state authorities caused by the quality, origin or description of the Seller's Goods.

16.3. The Platform is not liable for non-performance of the sale contract by the Buyer, except where the Platform failed to exercise due care (Article 794(1) of the Civil Code).

16.4. The parties are released from liability for non-performance caused by force majeure.

17. Amendments

17.1. The Platform may amend the Agreement by publishing a new version on the Website and notifying the Seller in the Account at least 15 calendar days before it takes effect.

17.2. A new version takes effect for the Seller when accepted in the Account. Until the new version is accepted, access to the Account is restricted; obligations under orders already placed are performed on the previous terms. Failure to accept a new version within 30 days constitutes the Seller's notice of termination.

18. Term and termination

18.1. The Agreement is concluded for an indefinite term.

18.2. The Seller may terminate the Agreement by notifying the Platform through the Account or in writing at least 30 calendar days in advance (Article 803(2) of the Civil Code). The Platform may terminate on the same notice, or immediately in case of a material breach by the Seller.

18.3. After termination the parties complete settlements for orders already placed. The Seller must remove its remaining Goods from the warehouse within 30 calendar days; thereafter the Platform may store the Goods at the Seller's expense under the Tariffs or sell them at the price most favourable to the Seller (Article 803(3) of the Civil Code).

19. Disputes

19.1. Disputes are resolved by negotiation. The response period for a written claim is 10 business days.

19.2. Failing agreement, the dispute is referred to the court of the Republic of Armenia at the Platform's location. The governing law is the law of the Republic of Armenia.

20. Final provisions

20.1. Notices are sent via the Account or to the e-mail address specified by a party and are deemed received on the day of publication in the Account or dispatch of the e-mail.

20.2. This Agreement is made in Armenian, Russian and English. In case of discrepancy the Armenian text prevails.

21. Platform details

IE Kristine Ghukasyan

TIN: 26811509

Address: ք. Երևան, Կենտրոն, Մարտի 8-ի փ., տ. 34, 0070 (Ереван, Кентрон, ул. 8 Марта, д. 34)

Bank account: 1570 1234 5678 9012

E-mail: [email protected]

22. Special provisions for Sellers who are individuals

22.1. An individual not registered as an individual entrepreneur may enter into this Agreement only to sell personal belongings that are used and were not acquired for resale. On registration such a Seller provides their full name, passport (ID card) number and public service number, and confirms that they do not carry out entrepreneurial activity.

22.2. Limits published in the Tariffs apply to Sellers who are individuals: the maximum number of simultaneously listed products and the maximum sales amount per calendar month. When a limit is reached, new listings are suspended and the Seller is invited to register as an individual entrepreneur.

22.3. When paying amounts due to a Seller who is an individual, the Platform, in the cases provided for by the Tax Code of the Republic of Armenia, acts as a tax agent: it calculates, withholds from the payout and remits to the budget income tax at the rate published in the Tariffs, and files the required reports. The tax withheld is shown in the Commission Agent's Report.

22.4. A Seller who is an individual provides accurate passport data and is liable for any inaccuracy. Passport data and the public service number are stored by the Platform in encrypted form and used only to perform its duties as a tax agent.

22.5. If the nature of the sales indicates entrepreneurial activity (regular sale of new goods, goods acquired for resale or own production), the Platform may suspend sales until the Seller registers as an individual entrepreneur or a legal entity.

23. Sales from the Seller's own stock (FBS) and storage of refused parcels at pick-up points

23.1. The Seller may sell Goods kept at its own premises (sales from the Seller's stock). This Agreement applies to such Goods with the specifics of this section; the provisions of section 7 on acceptance at the Platform's warehouse do not apply to them.

23.2. Within 24 hours of receiving an order, the Seller assembles it, packs it in intact packaging, attaches the QR label generated in the Account and hands the parcel over at the drop-off point specified in the Account. If the order is not assembled within this time, it is cancelled automatically and the cancellation is recorded in the Seller's history as a delay.

23.3. The Goods are deemed handed over to the Platform for performance of the commission when the parcel is scanned at the drop-off point. From that moment until delivery to the Buyer or return to the Seller, the Platform is liable for the parcel under clause 7.4. The Platform does not open sealed packaging and is not liable for any mismatch between its contents and the order if the packaging is delivered undamaged.

23.4. If the Buyer refuses the Goods on receipt without opening the packaging, or does not collect the order within the storage period (5 calendar days), the parcel stays in storage at the pick-up point and is counted in the Seller's stock as Goods located at that point. The Seller hereby instructs the Platform to sell such a parcel to the next Buyer: it is handed over with the same label, without being assembled again by the Seller. Storage at the pick-up point is free of charge for the Seller.

23.5. If the parcel is not sold within 30 calendar days of storage, and at any time at the Seller's request in the Account, it is sent to the Seller's drop-off point and handed over to the Seller against the QR code in the Account.

23.6. If the Buyer opened the packaging during inspection and refused the Goods, or returned the Goods after receipt (clause 9.1), the Goods are sent to the Seller in the same manner. The Platform records the condition of the Goods at the time of refusal; claims regarding the condition of opened Goods are handled under clause 9.2.

23.7. For each unit sent to the Seller under clauses 23.5 and 23.6, the Seller reimburses reverse logistics under clause 10.3 (currently AMD 0). The amount is withheld when the parcel is dispatched. No Platform remuneration is charged for Goods that were not handed over to a Buyer.

23.8. The Goods return to the Seller's stock when the parcel is handed over to the Seller. The Seller must collect the parcel within 14 calendar days of the notice in the Account; after that period clause 18.3 applies as regards storage at the Seller's expense.