COMMISSION CONTRACT
for publishing and consignment services
This Contract is entered into by and between
Company name:
Registered office:
Company tax number:
Name:
Place and date of birth:
Mother’s name:
Address:
Tax identification number:
E-mail address:
Phone number:
as the Principal (hereinafter referred to as the “Principal”),
and
Publio Publishing Kft. (Registered office: 9178 Hédervár, Kont István utca 2.; Company registration number: 08-09-025609; Tax number: 23757679-2-08; e-mail: info@publio.hu, represented by: Norbert Alcser, Managing Director) as the Agent (hereinafter referred to as the “Agent”, the Principal and the Agent collectively referred to as the “Parties” or the “Contracting Parties”),
on the date and place written below, under the following terms and conditions:
I. Subject of the Contract
Within the framework of this contract, the Principal commissions the Agent to prepare and publish the submitted manuscript in book form (hereinafter referred to as the “Book”), and to distribute and sell the finished Book in the name of the Agent but for the benefit of the Principal, acting as a consignee. The Parties define the format, print run, and other features of the Book, as well as the tasks of the Principal, in the offer attached as Annex 1 to this Contract (hereinafter referred to as the “Offer”).
The Agent undertakes the tasks specified in this Contract in exchange for the remuneration defined herein. The Principal agrees to provide all information and documents necessary for the performance of the Agent’s tasks. The Agent undertakes to handle the received documents securely and confidentially and to carry out the commission to the best of their abilities.
II. Publication of the Manuscript / Book Production
Based on the Parties’ agreement, the Agent shall, after editing and preparing the manuscript provided by the Principal, produce the Book in the quantity and format specified in the Offer. The Principal hereby commissions the Agent with the production of the Book under this contract.
The fee for producing the Book (hereinafter referred to as the “Commission Fee”) and the payment schedule are defined in the Offer. The Commission Fee includes the costs of editing, preparation, and manufacturing, as outlined in the Offer.
The manuscript must be submitted by the Principal in the following format after signing the contract:
• Manuscript in Word format.
• No unnecessary line breaks.
• Headings must be clearly marked, including subheadings within chapters.
• The text formatting should be consistent and clearly labeled.
• Images should be inserted directly into the document where they are intended to appear.
• Footnotes must follow a uniform style, distinct from other formatting.
• Page numbers must not be included in the manuscript.
• Headers and footers must be left empty.
If the submitted manuscript does not meet the above criteria, the Agent may charge the Principal a preparation fee of GBP 1.5 per page.
Within 8 days following the conclusion of this contract, the Agent shall issue an invoice for the Commission Fee and send it to the Principal. According to the agreement, the Principal is required to make advance payment; accordingly, the Agent’s obligation to perform shall only arise upon full payment of the invoice issued for the Commission Fee. After settlement of the invoice, the Agent is obliged to order the printing of the Book. If the invoice is not paid by the Principal within 8 days of issue and, during that period, the printing costs exceed 105% of the originally stated printing costs in the Offer, the Agent may issue an additional invoice for the difference. In such a case, the production of the Book may only begin after payment of the additional amount by the Principal.
In the event of payment delay, the Principal is also required to pay interest. The interest rate shall be the central bank base rate effective on the first day of the calendar half-year affected by the delay, increased by 8 percentage points. This interest rate shall apply to the entire half-year in question.
The Parties agree that, once this contract is signed, neither party shall be entitled to withdraw from it on the grounds that the production of the Book is no longer of interest. The Parties mutually and expressly exclude the right of withdrawal as defined in Section 6:140 (1) of Act V of 2013 on the Civil Code of Hungary, which pertains to the lapse of interest in performance.
The Principal accepts that the editing and production process shall proceed in accordance with the provisions defined in the Offer.
III. Liability and Warranty
The Principal declares and warrants that the manuscript is their own individual and original creation, and that its content and form do not infringe upon the rights of any third party. By signing this contract, the Principal acknowledges that the Agent bears no responsibility for the content of the manuscript. The Agent is not obligated to verify the existence or scope of copyright, and therefore any liability for damages arising from a lack of rights rests entirely with the Principal.
The further content and stylistic editing of the submitted manuscript will be carried out by the Agent based on professional standards. The Agent shall fully inform the Principal of the proposed modifications, and finalization of the changes will occur only with the Principal’s approval. Following such changes, all copyrights of the Book created from the manuscript shall remain with the Principal. The Agent does not obtain or possess any proprietary or usage rights related to the manuscript or the resulting Book.
The Principal declares and warrants that they do not have an existing agreement with a third party (e.g., a publisher) that would prevent the conclusion of this contract.
IV. Distribution and Sale of the Book
During the term of this contract, the Agent is entitled and obliged to distribute the Book and to sell it under consignment, in its own name but for the benefit of the Principal, by entering into sales contracts. The Agent’s right to distribute is not limited to the territory of Hungary. During the validity of this agreement, the Agent shall have exclusive rights to distribute and sell the Book. The Principal is not entitled to sell the Book commercially, authorize third parties to sell it, or enter into any other contractual relationship with third parties regarding its sale. These rights and obligations also apply to any reprints of the Book for the full duration of the contract.
If the Principal violates the Agent’s exclusivity rights under this clause, they are obliged to pay a penalty to the Agent. The amount of the penalty shall be equal to the consignment fee defined in section 8(a). The Agent shall be entitled to this penalty for each copy that the Principal takes over or removes from the Agent beyond the free copies defined in the Offer.
The Agent shall sell the Book in its own online bookstore and through the online stores and physical shops of its partners, using its best professional expertise and making every reasonable effort to maximize sales. However, the Agent does not assume any liability for a specific sales quantity.
The Agent is entitled to delegate part or all of the distribution rights to commercial partners for further resale. Revenues generated from such sales will be settled between the Parties according to the terms of this contract.
The Parties agree that the Agent is entitled and obligated to take possession of the printed copies of the Book from the printing company on behalf of the Principal. The Agent shall inform the Principal via e-mail about the receipt and transportation of the books.
During the term of this contract (in case of printing more than 100 copies), the Agent shall provide safe and careful storage of the Book free of charge, provided the following conditions are met:
• During the pre-order period and within two months after the Book’s release, at least 100 copies are sold to readers through the publisher’s webshop or at book launches and publisher events (sales to the author are not counted);
• From the third month onward, 4% of the initial stock held by the publisher is sold monthly;
• Within one year from the release date, 40% of the initial stock held by the publisher is sold;
• Commercial partners do not return unsold copies.
If these conditions are not met, the publisher may invoice the Principal the current storage fee published on its website, on an annual settlement basis.
At the termination of the contract, the Agent will account for the remaining stock, and the Principal must remove the remaining copies at their own expense. If the Principal fails to collect the remaining copies within 8 days after a second written notice from the Agent, the Agent shall be entitled to give away the remaining books as promotional material or to destroy them. The Principal is not entitled to any compensation for these copies.
The Parties agree that the Agent is not liable for damage to up to 5% of the stock or for one display copy per bookstore, resulting from natural wear and tear.
The net retail price of the Book shall be determined in writing by the Parties prior to the start of distribution. The Agent may propose adjustments to the net retail price based on the number of copies sold. The Agent is not entitled to sell the Book above the agreed net retail price without the Principal’s approval.
The Principal is entitled to offer the Book at a discounted (promotional) price below the net retail price. Unless otherwise provided by law, the discount may not be lower than:
• 50% of the net retail price during the first year of distribution;
• 30% of the net retail price plus production costs after the first year of distribution.
The Parties agree that the Agent is entitled to a consignment fee for performing consignment sales (hereinafter: Consignment Fee). The basis of the Consignment Fee is the net retail price of the Book (or eBook). The Consignment Fee shall be:
• 30% + VAT of the net retail price for sales made through the Agent’s own online bookstores (e.g., rukkola.hu);
• 70% + VAT of the net retail price for sales made through the Agent’s commercial partners;
• 55% + VAT of the net retail price for purchases made through the Agent’s affiliate program.
As the Consignment Fee earned by the Agent originates from the margin between the sale price and the purchase price, the Agent does not issue invoices for the Consignment Fee.
The Principal may monitor the number of copies sold and the revenues collected in real-time through the Agent’s online platform. The Principal or a designated representative with accounting expertise is entitled to verify the accuracy of these reports, and the Agent shall provide access to all necessary documentation (e.g., sales reports, invoices to retailers, delivery notes).
The Parties will settle the sales revenue monthly, by the 20th day of the month following the reporting month. According to the agreement, settlement is done on a cash accounting basis, based on the net revenue from the sales of the Book (via the Agent’s own channels or its commercial partners).
The Principal is entitled and obliged to issue invoices as follows:
• 70% of the net sales price for books sold under section IV.8.a);
• 30% of the net sales price for books sold under section IV.8.b);
• 45% of the net sales price for books sold under section IV.8.c).
The Principal shall issue the invoice by the 15th of the month following the reporting month. The due date of the invoice shall be the 20th day of the same month, which shall also be considered the performance date (according to Section 58(1) of the Hungarian VAT Act). If the Principal submits the invoice late or if it does not comply with legal requirements, the payment due date shall be the 5th day following the receipt of the properly issued invoice by the Agent.
The Agent shall not be liable for any further taxes or contributions beyond the above amounts. Any tax, contribution, or other public charges related to the amount received are the responsibility of the Principal.
In the case of sales performed by the Agent’s commercial partners, the Agent is only required to make payment based on the revenue actually received from the partner. The Agent is not liable for any delays in payment by commercial partners. However, the Agent must inform the Principal of such delays. By signing this agreement, the Principal acknowledges and accepts that, due to the cash-based settlement system between the Parties, no civil legal consequences (e.g., late payment interest or damages) shall arise between the Principal and Agent due to late payment by a commercial partner.
V. Enforcement of Claims by the Principal
If the Principal delays the fulfillment of any payment obligation arising from this contract, the Agent shall determine the flat-rate costs of claim enforcement as follows:
• First written payment reminder sent by the Agent: GBP 100.
• If the Principal still fails to fulfill the payment obligation within 8 days of receiving the first reminder, then the second payment reminder, sent by the Agent’s legal representative: GBP 200.
• If the Principal still fails to pay after the lawyer’s notice, and the Agent enforces the claim through a payment order or civil litigation, then the attorney’s fee specified in the mandate agreement between the Agent and the legal representative shall apply.
The Parties agree that if the defaulting Principal makes any payment to the Agent under any legal title, that payment shall first be credited toward enforcement costs, second toward default interest, and third toward the principal amount affected by the delay.
In case the Agent fails to pay an invoice issued by the Principal, the same rights apply to the Principal regarding enforcement.
VI. Duration and Termination of the Contract
This contract is concluded between the Parties for a fixed term of 2 years.
Either the Principal or the Agent may terminate this contract with immediate effect in writing if:
1. The other party is in default in performing any obligation under this contract and fails to fulfill it within an additional deadline if one was specified;
2. The other party breaches any essential provision of this contract;
3. The other party breaches any provision repeatedly.
The Principal may especially (but not exclusively) terminate this contract with immediate effect if the Agent, despite a written payment reminder, fails to fulfill a due payment obligation within 90 days after the due date. However, the Agent’s failure to perform shall not be considered a breach if it results from the Principal’s error, omission, incorrect data provision, or incorrect invoicing.
The Agent may especially (but not exclusively) terminate this contract with immediate effect if the Principal fails to fulfill the payment obligation defined in Section II.3 within 90 days of the due date despite a payment reminder. Likewise, the Principal’s failure to perform shall not be considered a breach if it results from the Agent’s error, omission, incorrect data provision, or incorrect invoicing.
VII. Confidentiality
The Principal agrees to treat all data and information obtained in connection with the Agent’s operations—especially those relating to order volume, revenue, and financial settlements—as business secrets, and shall not disclose them to third parties. The Principal shall be liable for any damages caused to the Agent by breaching this confidentiality obligation.
The confidentiality obligation particularly includes that the Principal is not entitled to share or disclose any data or information provided to or acquired by them, or to make it public or use it in any way without the Agent’s prior written consent. The Principal shall take all necessary steps to prevent such information from reaching unauthorized third parties.
The Principal shall only be released from the confidentiality obligation by the Agent’s written instruction, or by a search warrant, court order, or other legal mandate issued by a criminal investigation authority, or in compliance with applicable laws related to anti-money laundering regulations. This obligation also does not apply to any data whose disclosure is required by law for public interest reasons.
The confidentiality obligation shall survive the termination of this contract. Any breach of this obligation shall be considered a material breach of the contract. Under the Hungarian Civil Code, the Principal shall be liable for any damages caused to the Agent due to such breach, and for any direct liability toward third parties resulting from it.
VIII. Communication and Contact Persons
The authorized representatives of the Parties for cooperation and official communication are:
On behalf of the Principal:
Phone: +……………………………
E-mail: …………………….…………
On behalf of the Agent:
Norbert Alcser
Phone: +44 161 482 7530
E-mail: info@publiopublishing.com
Unless otherwise provided, all notifications and communications required or permitted under this Agreement shall be made in writing, and shall be considered duly given if delivered:
• personally,
• by registered mail with return receipt,
• or via e-mail to the address provided in this Contract.
In the case of postal delivery, if a letter cannot be delivered for any reason (e.g. unclaimed, moved, unknown recipient, refusal), it shall be deemed delivered on the 5th (fifth) day after posting.
Termination notices may only be validly delivered in writing via personal or postal delivery. For all other notifications and declarations, the Parties mutually agree that communication by e-mail to the addresses provided herein shall be valid.
If no acknowledgment is received from the other Party within 1 day of sending an e-mail, the e-mail shall be considered delivered on the 2nd day following its dispatch.
The Parties are obligated to notify each other within 5 working days of any change to their e-mail address, mailing address, or phone number. The Party failing to do so shall bear full liability for any damages resulting from the failure to notify.
IX. Miscellaneous Provisions
The Principal agrees that the Agent may display the Publio Publishing logo on the Book (and eBook), as well as on all promotional materials related to the Book. The Agent may decide not to include the Publio Publishing logo on the Book or eBook.
The Principal agrees that in all online/offline platforms where the Book is advertised, the Agent’s logo shall be visibly placed at the Agent’s request. If the Principal organizes any promotional appearance for the Book, they must inform the Agent in writing (by e-mail) before the appearance takes place.
The Contracting Parties agree that any amendment or mutual termination of this contract, as well as any statements or notifications related to it, shall only be valid if made in writing, except in cases where this contract allows email communication as valid.
If the Principal refuses to publish the Book or hinders the fulfillment of this contract through their conduct, the Agent is entitled to issue an invoice to the Principal for double the full Commission Fee (including the planned production cost) as a compensation fee. Upon payment of this amount, the contract shall be considered terminated between the Parties.
The Contracting Parties mutually agree that the Agent’s liability as a consignee is limited and may not exceed the total net value of the Books received.
Should any provision of this contract be found invalid, unenforceable, or ineffective, it shall not affect the validity or enforceability of the rest of the contract. The Parties agree to replace such provision without delay with another that is valid and enforceable, and that best reflects their original intent.
The Parties agree to resolve any dispute related to this contract primarily through negotiations. If negotiations fail, the Parties submit to the exclusive jurisdiction of the District Court of Budapest, Districts II and III.
The Contracting Parties have read, understood, and signed this agreement as a confirmation that it reflects their mutual will.