Date:16/02/2024

Dear Brand Team,

Thank you for offering your products to sell through the Nykaa.com platform (“Platform”).
As per our protocols, we shall be reviewing your company profile, products and shall be requesting
the due documentation and declarations from you as part of our verification process.
We are attaching herewith the commercial terms (Annexure I), List of documents (Annexure II) and
the draft Agreement (Sent along with this Term Sheet) for your review. Request you to send your
approval to the terms by countersigning a copy of this letter and the annexures hereto and the samples
of your products you offer for listing on Nykaa’s platforms to: The Nykaa Onboarding Team, Nykaa E-
Retail Ltd., 6th Floor, Cnergy IT Park, Appasaheb Marathe Marg, Standard Mills Compound,
Prabhadevi, Mumbai 400 025. Once the duly acknowledged and signed form, samples and
documents are received, we verify the same and will communicate the acceptance of listing your
Brand on the Platform. Post verification, we will proceed with your listing request, execute the
agreement in form provided to you alongwith this Term Sheet, create listing of your catalog, provide
seller portal access and raise purchase orders. This entire process will take minimum 30-45 days to
complete.
You expressly acknowledge and agree that any communication to you shall not be an agreement or
assurance by Nykaa E-Retail Ltd. to purchase your products or list your products on our Platform,
until as expressly agreed under writing between Nykaa and you vide an executed Agreement.
Further, you shall not hold Nykaa responsible if your Products are not purchased by us or not listed
on our Platform, for any reason whatsoever, and that Nykaa shall not be bound to provide any reports
or documentation towards the same.
Please sign and acknowledge this letter.
Thanks & Regards,

Onboarding Team, Nykaa

Onboarding Term Sheet – v1 – 2023

 Annexure I

(Commercial Terms for onboarding).

• Model of procurement: SOR (Sales or Return) with quarterly performance review, return of
unsold inventory at an interval of every 3 months.
• Margins: To be discussed during agreement execution.
• Credit Period: 120 Days (45 days if Micro and Small Enterprise under MSME Act subject to
verification of documents). The Brand will be liable for all the GST compliances.
• Logistics: Shipment to Nykaa and returns pick up from Nykaa to be by the Brand at its costs
and responsibility within the agreed timelines
• Minimum Shelf Life at the time of inwards: The Products supplied by the Brand to Nykaa
must have a minimum shelf life of 24 months OR 75% of the shelf life unexhausted (whichever
is lower).
o Discounts to be funded by the brand only : Any discounts on the products passed on to the
customers shall be funded by the Brand only. The reimbursement mechanism shall be
detailed in the Agreement.
• Marketing Investment – Marketing investment commitment from you will be as per the
discussion between the Nykaa brand manager and your representative, and will be captured
in the Agreement.
• Compliances check – Pl refer the list of documents attached as Annexure II and share the scan
of the documents as per applicability to your business for our verification in one zip folder in
one go and email it to onboarding.team@nykaa.com.
• Seller Portal/ Self-serve Mode: The Brand will be provided with seller portal secured access alongwith
tutorial video on the Nykaa Platform where it can upload its catalog listing details, discounts and review
its sales reports from time to time. This puts the Brand entirely on self-serve mode i.e. it will use the
seller portal to navigate through listing and discounts, sales reports and inventory Reports and hence
will not require any BAU intervention/support from Nykaa.
• Security Deposit: Upon the execution of the Agreement and throughout its subsistence thereof, the
Brand shall keep deposited with Nykaa INR 2,00,000 (Rupees Two Lac Only) (“Security Deposit”) as
non-interest bearing refundable performance Security Deposit for due observance and performance
of the terms and conditions of this Agreement relating to the supply of goods to Nykaa. Without
prejudice to all other rights and remedies that Nykaa may have under the Agreement or otherwise,
Nykaa shall be entitled to adjust and appropriate the said Security Deposit towards the purchase price
of the goods (paid by Nykaa at the time of purchase) that are returned or returnable by Nykaa to the
Brand under the terms of the Agreement, in case the Brand has defaulted or failed to refund the
purchase value for the goods returned by Nykaa or accept the returns of goods from Nykaa, as the
case may be, as per the terms of the Agreement. The balance Security Deposit shall be refunded to
the Brand upon termination or expiry of this Agreement, whichever is earlier, post successful
completion of and complete settlement of all claims of Nykaa arising out of this Agreement with
respect to the supply of the goods.

Onboarding Term Sheet – v1 – 2023

 Annexure II

List of Documents to be submitted with this form

*Please send the scan of all these documents in one zip folder via email to onboarding.team@nykaa.com

Company related documents:

PAN Card
GST certificate
Certificate of Incorporation
Memorandum and Articles of Association
Board Resolution for authorized signatory for execution of
agreement
List of Directors/Partners and Aadhaar Card of all
directors/partners
Bank Details (cancelled cheque)
If you are registered as Micro, Small or Medium Enterprise under
MSME Act? If yes, kindly provide a copy of the same
Balance sheet for last 3 financial years
Product related documents
Trademark registration certificate or application form and receipt
for your brand
For Cosmetics manufactured Manufacturing license
in India
For Cosmetics imported in Authorization certificate/letter for distribution of products in
India: India, registration certificate as per Drugs and Cosmetics Act and
IEC Certificate
For non-cosmetic products IEC licenses and Authorization certificate/letter for distribution
that are imported in India
For Wellness/ food category FSSAI Registration Certificate and valid License
products
For appliances BIS Certificate (if applicable)
Product information Volumetric, total shelf life and Legal metrology details by SKU

In case you are a distributor Additional declaration from the manufacturer or international
brand owner (on their letterhead) wherein they declare that they
are the authorized manufacturer for the Brand owner and
authorize you to distributor their Products in India

Onboarding Term Sheet – v1 – 2023