Commercial Terms Agreement (CTA)

This document is an electronic record in terms of Information Technology Act, 2000. This document is generated
by a computer system and does not require any physical signatures.

For this Commercial Terms Agreement (hereinafter, the “Agreement”), wherever the context so requires “You”, “Your”,
“Yours” or "Seller" or “Supplier” shall mean any natural or legal person who has agreed to sell products to customers
through the Platform operated and maintained by MYNTRA DESIGNS PRIVATE LIMITED and/or its affiliates in
accordance with the terms of this Agreement. The term “Myntra”, "We", "Us", "Our" shall mean MYNTRA DESIGNS
PRIVATE LIMITED and/or its affiliates. Myntra and Seller shall collectively be referred to as “Parties” and individually
as “Party”.

WHEREAS:
1. Myntra is the owner and operator of the website ,[Link] and their respective mobile applications and
M-site(“Platform”).
2. The commercial terms between the Seller and Myntra shall be as stated in this Agreement below.
3. The Seller agrees to be bound by terms of this Agreement, the Seller Terms of Use, and the applicable policies on
the Partner Portal-[Link]

By clicking on the “I Accept” button below, You indicate that You have read and agree to the terms presented in this
Agreement. By agreeing to the terms, the Parties hereby enter into a legally enforceable valid agreement as per the
Indian Contract Act, 1872.

The term of this Agreement is effective from date of acceptance of this Agreement and shall continue to be valid
unless terminated.

This Agreement contains the commission, rate card and the services availed by You during the course of your
business, as further provided under the annexures. The annexures mentioned below will be hosted on the Partner
Portal. The commission and services mentioned below can unilaterally be modified by us at any time during the
term of the Agreement by issuing a notice via an email or through Partner Portal with a 15 days’ prior notice of such
revision. Your continued use of the Platform following the changes or updates will mean that you accept and agree
to the revisions. As long as you comply with Seller Terms of Use, this Agreement, and applicable policies as
available on the Partner Platform, we grant you a non-exclusive, non-transferable, and limited privilege to enter and
use the Platform.

Following Annexure as annexed herein shall form the part of this Agreement:

Annexure 1: Fees/Commission

Annexure 2: Pre-paid Adjustment Policy

Annexure 1

Fees / Commission

Sr. Fees / Rate

No Commission
1. Platform Brand Master Category Article Gender Lower Upper Commission Commission
Commission Type Limit Limit Model
Phillauri ACCESSORIES Baby Bath Unisex 0 10000000 Split 17 %
Sponges Commission
and
Logistics
Phillauri PERSONAL_CARE Deodorant Unisex 0 10000000 Split 10 %
Commission
and
Logistics
Phillauri PERSONAL_CARE Shampoo Unisex 0 10000000 Split 10 %
Commission
and
Logistics
Phillauri PERSONAL_CARE Night Unisex 0 10000000 Split 10 %
Cream Commission
and
Logistics
Phillauri PERSONAL_CARE Toner Unisex 0 10000000 Split 10 %
Commission
and
Logistics
Phillauri PERSONAL_CARE Bath and Unisex 0 10000000 Split 10 %
Body Gift Commission
Set and
Logistics
Phillauri PERSONAL_CARE Body Oil Unisex 0 10000000 Split 10 %
Commission
and
Logistics
Phillauri PERSONAL_CARE Skin Care Unisex 0 10000000 Split 10 %
Gift Set Commission
and
Logistics
Phillauri PERSONAL_CARE Hair Oil Unisex 0 10000000 Split 10 %
Commission
and
Logistics
Phillauri PERSONAL_CARE Mask and Unisex 0 10000000 Split 10 %
Peel Commission
and
Logistics
Phillauri PERSONAL_CARE Face Unisex 0 10000000 Split 10 %
Scrub and Commission
Exfoliator and
Logistics
Phillauri PERSONAL_CARE Makeup Unisex 0 10000000 Split 10 %
Gift Set Commission
and
Logistics
Phillauri PERSONAL_CARE Beard Unisex 0 10000000 Split 10 %
Butter and Commission
Cream and
Logistics
Phillauri PERSONAL_CARE Beard Unisex 0 10000000 Split 10 %
Serum Commission
and Oil and
Logistics
Phillauri PERSONAL_CARE Beard Unisex 0 10000000 Split 10 %
Wax and Commission
Gel and
Logistics
Phillauri PERSONAL_CARE Beard Unisex 0 10000000 Split 10 %
Shampoo Commission
and
Logistics
Phillauri PERSONAL_CARE Beard Unisex 0 10000000 Split 10 %
Comb Commission
and
Logistics
Phillauri PERSONAL_CARE Beard Kit Unisex 0 10000000 Split 10 %
 Commission
and
Logistics
Phillauri PERSONAL_CARE Beard Unisex 0 10000000 Split 10 %
Wash Commission
and
Logistics
Phillauri PERSONAL_CARE Beard Unisex 0 10000000 Split 10 %
Colour Commission
and
Logistics
Phillauri PERSONAL_CARE After Unisex 0 10000000 Split 10 %
Shave Commission
Lotion and
and Balm Logistics
Phillauri PERSONAL_CARE Baby Care Unisex 0 10000000 Split 10 %
Kit Commission
and
Logistics
Phillauri PERSONAL_CARE Baby Hair Unisex 0 10000000 Split 10 %
Oil Commission
and
Logistics
Phillauri PERSONAL_CARE Baby Unisex 0 10000000 Split 10 %
Body Oil Commission
and
Logistics
Phillauri PERSONAL_CARE Baby Unisex 0 10000000 Split 10 %
Body Commission
Wash and and
Soap Logistics

Commission shall be calculated on Gross Proceeds i.e. (MRP – (Discount + other charges as
applicable))

It is clarified that wherever discount or rebate to the Commission, if any, is provided to the Seller at the
time of supply, the quantum of such discount or rebate would be shown on the face of the invoice. In
respect of post-supply discount or rebate to the Commission, if any and wherever applicable, the
same shall be afforded to the Seller in terms of the discount or incentive or rebate policy rolled-out at
the time of supply or before, from time to time, wherein further details regarding the same shall be
provided, including the eligible criteria for availing such discount or incentive or rebate and its
quantum. Further such discount or incentive or rebate policies shall be treated as part and parcel of
this Agreement.
2. Marketing No
Services
Fee *Basis of Calculation will be: Gross Merchandise Value (i.e., gross value of the forward sales on the
Platform) or Net Merchandise Value (i.e., net value of the forward sales excluding Returns, RTO,
Cancellations).
*Please mention the basis of calculation (NMV)
3. Photoshoot
Services
Fee
______________
The above fee is applicable if Seller wishes to avail photoshoot services from Myntra as per the terms
and conditions agreed between the Parties and captured by way of a photoshoot agreement to be
executed between the Parties.
Myntra will raise a monthly invoice for the photoshoot services provider, as shall further be detailed
under the said photoshoot agreement. Applicable taxes would be levied on the same.
4. Offers on
 the platform
Seller is desirous of running promotional offers on the Platform as per the constructs and the terms
agreed to between the Parties and captured by way of marketing agreements to be executed between
the Parties
5. Other i. All the charges mentioned above are exclusive of taxes. Taxes shall be applicable as per prevailing
charges, tax laws;
terms and ii. Delay and Cancellation Penalty (Fulfillment Policy):The time taken by the seller to ship out/
conditions dispatch the products against order received by the seller shall not exceed the SLA decided from
order date against each order. Penalty as per the seller Fulfillment policy shall be charged to seller
in case of cancellation of order / delay in shipping out the product beyond the above timeline at the
seller's end.
iii. Payment Fee:
Prepaid Orders: 2% of AISP
COD Orders : 2% of AISP or Rs 20, whichever is higher
iv. Myntra will be sole authority to:
A. Decide the Master Category under which a product is considered for charge of commission.
B. Decide the Shipment Zone Classification under which a delivery/ return is considered for
Logistics charges.
v. Settlement Terms:
A. Prepaid Orders: 15 days from date of delivery;
B. COD Orders: 15 days from date of delivery;
vi. Chargeability:
A. Forward
Commission
Forward Shipping Fee
Fixed Fee
Payment Fee
B. RTO
No Charges
C. Reverse
Forward Shipping Fee
Reverse Shipping Fee
Payment Fee
6. Logistics As per Logistics Rate Card on the Partner Portal, as applicable
Service Fee

Annexure 2: Pre-paid Adjustment Policy

This policy (“Policy”) is an extension to the Myntra Commercial Terms Agreement, herein referred to as (CTA) and
the Seller Terms of Use/Agreement signed by the Sellers for Onboarding.

The Sellers are provided additional services including but not limited to web monetization services/ value added
services, subject to collection of requisite fees (“Fees”), basis of consent received from the Sellers for such services
as per the terms and conditions.

“Services” provided to the sellers for the purpose of this Policy shall mean and include the web monetization
services consisting of online advertising and promotional services/any other services rendered by the Myntra, upon
request of each Seller(s) from time to time, and as per the relevant Terms of Service/Policy/other documents with
each such Seller(s), and provided with the intention of promoting the sales, business performance and other related
services of such Seller(s) on the platform and for which such Sellers(s) owe a certain consideration/ fees to the
Myntra from time to time.”

Myntra may adjust such Fees , for the Services as agreed by the sellers through this Policy . The Seller agrees that
such adjustments shall be done directly through their accounts maintained with Myntra.

The Seller understands that the set off / deduction of the Fees by Myntra against funds received in their Account
(from time to time from its Customers), for the offering of Services to the Sellers (s), is and shall be within
Applicable Law and the Guidelines, (as amended from time to time) at all times.
Changes to the Policy shall either be posted on Partner Portal or notified via email giving Sellers 7 (seven) advance
notice of such change. Unless otherwise stated, all fees shall be quoted in Indian Rupees (INR) and payable to
Myntra. You shall be solely responsible for compliance with all Applicable Laws (if any) for making payments to
Myntra.

By clicking on the “I Accept” button below, You indicate that You have read and agree to the terms presented in this
Policy.