Partner agreement

Version v1.1 · Effective 27 October 2026 · Clexen Rentals Private Limited · ref fe345cdd329c

Purpose: the contract between Clexen and each equipment Partner. It covers listing, Requests, Quotes, fees, conduct, data and exit. Parties: Clexen and the Partner business.

Acceptance triggers:

1. An unticked, required checkbox at partner registration, step 1, recorded with version, time, IP and device.
2. Each Quote's fee acknowledgement checkbox, which confirms the fee for that Order.
3. For existing partners, re-acceptance at the next login. Large partners may also sign a PDF copy.

At a glance

• Registering is free. To receive Requests you need an active Plan: Annual INR 24,000 or 3 years INR 54,000, plus GST. You are asked to pay only when we have a real Request matching your machines.
• Clexen only introduces you to Customers: every Order is your own contract, on the Customer's work order, invoiced and collected by you. On every Order that follows a Clexen introduction, you pay a one-time Success Fee on the First-Month Value, plus GST:
  • 8% of the first INR 1 lakh;
  • 5% from INR 1 lakh to INR 5 lakh;
  • 3% from INR 5 lakh to INR 20 lakh;
  • 2% above INR 20 lakh.
• The Success Fee is at least INR 500 and at most INR 1.5 lakh per Order. Extensions are free.
• The fee becomes payable once the Equipment is on Site. Pay within 7 days of our invoice. The Customer pays you directly; Clexen never holds your money.
• For 12 months after we introduce a Customer, the Success Fee also applies to your direct orders with that Customer.
• You are fully responsible for your Equipment, Operators, documents, insurance and invoices.

1. Parties and appointment

1.1 This agreement is between:

• Clexen Rentals Private Limited ("Clexen"); and
• the business named in the registration form (the "Partner"), acting through the person who accepts it. That person confirms they are authorised to bind the Partner.

1.2 Clexen admits the Partner to the Platform on a non-exclusive basis. The Partner may use other channels and may serve its own customers. Clexen may admit other partners for the same Equipment and areas.

1.3 Both sides act as independent contractors. Nothing here creates a partnership, agency, joint venture, franchise or employment. The word "Partner" is a trade name for the relationship only. The Partner may not bind Clexen, and may not describe itself as Clexen's agent or branch.

2. What Clexen provides

2.1 Clexen will, with reasonable skill and care:

1. list the Partner's Equipment categories, cities and service area;
2. send the Partner Requests that Clexen reasonably judges match its listing, while its Plan is active and it is not suspended;
3. show the Partner's Quotes to Customers without naming the Partner until Choice;
4. share the Customer's contact details with the Partner on Choice;
5. provide the Partner App, alerts, Order records, invoices and a fee-query channel;
6. follow up with Customers to support conversion and performance.

2.2 Clexen does not guarantee any number, value or conversion of Requests or Orders, or any income. Request flow depends on Customer demand, the Partner's listing, price, response time and ratings. Document 15 explains how Requests are matched.

3. Partner's eligibility and warranties

3.1 The Partner warrants, at registration and throughout:

1. it is duly constituted and has a valid PAN. It holds GST registration where required, and its GSTIN details are correct;
2. it owns the Equipment it quotes, or has the right to rent it out. If it sources Equipment from another owner (re-renting), it says so in the Quote, and it remains fully responsible under the Order as if it were the owner;
3. the Equipment is roadworthy, safe and fit for its stated purpose. It is maintained as the manufacturer requires and complies with Applicable Law, including registration under the Motor Vehicles Act where required. It also meets Document 09;
4. Operators it provides are trained, competent, medically fit, of legal working age, and licensed or certified as Applicable Law requires. The Partner employs or engages them and is responsible for their wages, statutory dues and conduct;
5. it holds valid insurance as required by Document 09, section 4;
6. all information it gives Clexen and Customers is true and complete.

3.2 Clexen may ask for documents to verify any of these at any time, including:

• registration certificates;
• insurance;
• fitness and test certificates for lifting equipment;
• operator licences;
• GST and PAN details;
• proof of ownership or authority.

If the Partner does not provide them within 7 days of the request, Clexen may pause Requests until it does. Clexen does not verify, inspect or certify Partners, Equipment or Operators. It relies on the Partner's own declarations in its registration form and Partner App. Their accuracy is the Partner's responsibility.

4. Requests and Quotes

4.1 Responding.

• The Partner should respond to each Request promptly. It may decline with a reason.
• Quotes must be complete, honest and achievable. They must state the rate basis, minimum billing, mobilisation and demobilisation, operator, fuel, availability date, validity, payment terms and any Deposit.

4.2 Binding Quotes.

• A Quote binds the Partner until its validity date.
• If the Customer chooses it and then issues a work order on the Chosen Quote's terms within its validity, the Partner must accept that work order and perform it, unless the Customer agrees changes in writing. This is a promise the Partner makes to Clexen, to protect Customers' trust in the Platform. The Order itself is made directly between the Partner and the Customer, outside the Platform.
• Withdrawing after Choice without good reason is a material breach. Good reasons are: Equipment breakdown, an event beyond control, or the Customer's material change to the Request.

4.3 Fee acknowledgement. Before sending each Quote, the Partner ticks a box confirming the Success Fee for that Order. That acknowledgement, recorded by Clexen, confirms the fee for the Order alongside this agreement.

4.4 No contact before Choice. The Partner must not try to identify or contact a Customer before Choice, other than through Clexen.

5. Orders

5.1 Contract with the Customer. Each Order is a contract made outside the Platform, directly between the Partner and the Customer, on the Customer's work order (Document 01, section 3). The Standard Rental Conditions (Document 06) apply as default terms. The Partner will never ask a Customer to pay Order money to Clexen or through the Platform. The Partner will:

1. issue GST-compliant tax invoices to the Customer in its own name;
2. collect rent, charges and any Deposit directly from the Customer;
3. complete the Handover and Return Records (Document 07);
4. handle damage and Deposit matters under Document 08.

5.2 Reporting to Clexen. Within 2 Business Days of each event, the Partner will record in the Partner App, or send to partner@clexenrentals.com:

• the On-Site Date;
• any change in rate, quantity or duration that affects the First-Month Value;
• an early release within the first month;
• cancellation.

On request, the Partner will share copies of the purchase or work order and the first invoice for that Order. Clexen uses these only to calculate fees and resolve disputes.

5.3 Clexen's limited role. Clexen may contact both sides about performance. Clexen is not responsible for the Customer's payment, credit, conduct or Site, or for any loss of or damage to Equipment. Clexen does not guarantee any Customer.

6. Fees, invoices and taxes

6.1 The Partner will pay the Plan Fee and the Success Fee as set out in Document 05, which forms part of this agreement. All fees are plus GST at the applicable rate.

6.2 Unpaid fees. If a fee is unpaid 7 days after the invoice date, Clexen may:

1. pause new Requests to the Partner until it is paid;
2. charge interest at 18% a year on the overdue amount, from the due date until payment. Clexen is a registered micro or small enterprise under the MSMED Act, so the higher interest and recovery rights under sections 15 to 18 of the MSMED Act 2006 apply where available;
3. recover the amount, with reasonable collection costs, through the process in Document 14.

6.3 Clexen is a service provider, not an e-commerce operator. Clexen supplies its own services to Partners: listing, introductions to Customers, and the Partner App. It charges for them through the Plan Fee and the Success Fee. Clexen does not sell, or facilitate the sale of, any goods or services between Customers and Partners. It is not a party to any Order, and it never receives, holds or passes on payment for an Order. Clexen therefore does not deduct or collect tax at source on Orders. Each Order, its invoice and any tax deducted on it are between the Customer and the Partner (Document 01, section 3).

6.4 The Partner's own taxes. The Partner is solely responsible for its own taxes. These include GST on rentals, e-way bills, road and entry taxes, and permits.

7. Non-circumvention

7.1 Clexen spends money and effort to find Customers. The Partner therefore agrees the following. For every order for Equipment of a similar kind placed by an Introduced Customer during the Non-Circumvention Period, the Partner will pay Clexen the Success Fee as if the order had come through the Platform. This applies however the order is placed: directly, through a related party, or by a broker.

7.2 This does not stop the Partner from dealing with anyone. It is a fee for an introduction Clexen made. It does not apply to a Customer the Partner can show, from invoices or work orders, that it served in the 12 months before Clexen's introduction.

7.3 The Partner will not:

• ask a Customer to cancel through Clexen in order to deal directly;
• under-report an Order's value.

If Clexen reasonably believes an Order was not reported, the Partner will provide the relevant records within 7 days. If the Order was under-reported or not reported, the Partner will pay:

• the correct fee;
• interest under clause 6.2;
• Clexen's reasonable costs of establishing the amount.

Together these are a genuine pre-estimate of Clexen's loss, not a penalty.

8. Customer data and confidentiality

8.1 Customer data shared with the Partner is shared only so that the Partner can quote for and perform that Order. It includes names, mobile numbers, emails, GSTINs and Site details. For that data, the Partner acts as an independent Data Fiduciary under the DPDP Act. The Partner will:

1. use it only for that Request and Order, and for invoicing and lawful record-keeping;
2. not sell it, add it to marketing lists, or share it with others, except its own staff and transporters who need it;
3. keep it secure, and delete it when no longer needed, unless the law requires it to be kept;
4. tell Clexen within 48 hours if it suffers a breach affecting that data.

8.2 Both sides will keep confidential:

• the other's non-public business information;
• Clexen's pricing, Request flow and Platform data.

This duty does not apply to information that is public, already known, independently developed, or that must be disclosed by law. It survives termination for 3 years.

9. Content and brand

9.1 Licence to Clexen. The Partner grants Clexen a non-exclusive, royalty-free licence to use, reproduce, display, store and adapt the photos, videos, specifications and descriptions it uploads ("Partner Content"):

1. to list and promote the Partner's own Equipment on the Platform, in Quotes and in Clexen's marketing;
2. to illustrate the equipment class or model concerned in the Clexen catalogue and on category pages, including pages that other Partners' listings appear on, without naming the Partner ("Catalogue Use");
3. to make technical changes needed for display: resizing, cropping, compressing, converting the file format, correcting orientation and adding a label such as "Partner photo" or "Representative image".

Clexen will not remove or alter a copyright notice or a credit embedded in the image. Clexen will not edit Partner Content so that it misrepresents the Equipment. Clexen may let its hosting, delivery, email and messaging providers process Partner Content only to provide those services to Clexen.

9.2 Duration and withdrawal. The licence lasts while the Partner is a Partner and for 90 days after. During that period the Partner may ask Clexen, at support@clexenrentals.com or in the Partner App, to stop Catalogue Use of any photo. Clexen will stop that use within 30 days. Use in marketing material already published or printed before the request may continue until that material is next revised.

9.3 Partner's promises about content. The Partner confirms, for all Partner Content, that:

1. it owns the content, or has a written licence that allows the Partner and Clexen to use it as clause 9.1 describes;
2. it will not upload images or brochures copied from manufacturers, dealers or other websites unless that licence covers them, and it will keep evidence of the licence and give it to Clexen on request;
3. any identifiable person shown in a photo has agreed to its use, and number plates or personal data are hidden where Clexen asks;
4. specifications are true for the Equipment actually offered.

9.4 Manufacturer names. The Partner will list only the manufacturer and model it actually has. It will not describe itself as an authorised dealer, distributor or service partner of a manufacturer unless that is true and it gives Clexen written evidence on request. The Partner will not use a manufacturer's logo in its listing.

9.5 Notices and takedown. If Clexen receives a complaint that Partner Content infringes someone's rights, or Clexen reasonably believes it does, Clexen may disable it at once, tell the Partner and ask for evidence. The Partner will reply within 2 Business Days. Clexen will restore the content if the evidence satisfies it, subject to any legal requirement or court order. Clexen handles complaints under Document 14, section 5.

9.6 Clexen's brand. The Partner may describe itself as "a partner on Clexen Rentals" while this agreement is active. It may not otherwise use Clexen's name or logo without written consent.

9.7 No transfer of ownership. Partner Content remains the Partner's property, or its licensor's. Clexen's catalogue, its structure and its own content remain Clexen's property.

9.2 The Partner may describe itself as "a partner on Clexen Rentals" while this agreement is active. It may not otherwise use Clexen's name or logo without written consent.

10. Ratings, suspension and removal

10.1 Customers may rate Partners under Document 13. Clexen may use ratings, response times and conduct in matching.

10.2 Immediate suspension. Clexen may suspend the Partner at once, pending review, for:

• suspected fraud;
• unsafe Equipment or practices;
• a serious incident;
• abuse of Customers or Clexen staff;
• a breach of clause 7 or 8.

10.3 Suspension after notice. For other breaches, such as repeated no-shows, poor ratings or unpaid fees, Clexen will first give written notice and 7 days to fix the problem.

10.4 In every case, Clexen will tell the Partner the reason and consider its response. Suspension pauses Requests. It does not cancel Orders already placed or fees already due.

11. Indemnity and liability

11.1 Partner's indemnity. The Partner will indemnify and hold Clexen harmless against third-party claims, penalties and reasonable legal costs arising from:

1. the Equipment, its transport, operation or condition;
2. the acts, omissions, wages or injuries of the Partner's Operators and staff;
3. the Partner's breach of an Order, this agreement or Applicable Law;
4. the Partner's taxes;
5. a claim that Partner Content, or a manufacturer, model or dealer status that the Partner claimed, infringes a third party's intellectual property, privacy or publicity rights, or breaches clause 9.3 or 9.4.

Clexen will notify the Partner promptly, allow it to conduct the defence, and not settle the claim without its consent, which it will not unreasonably withhold.

11.2 Clexen's liability. Clexen is not liable for indirect or consequential loss, or for loss of profit, business or goodwill. This includes loss from a Customer's non-payment. Clexen's total liability under this agreement in any 12 months is limited to the fees the Partner paid Clexen in those 12 months. This cap does not apply to fraud or to liability that cannot be limited by law.

12. Term and termination

12.1 This agreement starts on acceptance and continues until terminated.

12.2 Either party may terminate on 30 days' written notice. Clexen may terminate at once, by written notice, for:

• material breach not cured within 7 days of notice;
• fraud;
• insolvency;
• a repeated breach of clause 7 or 8.

12.3 What survives termination:

• fees for Orders introduced before termination;
• clause 7, for the remainder of the Non-Circumvention Period;
• clauses 8, 11, 13 and 14;
• accrued rights.

Plan refunds on termination follow Document 05.

13. Changes

Clexen may change this agreement or Document 05 by giving 30 days' notice in the Partner App and by email. If the Partner does not accept a change, it may terminate before the change takes effect. In that case, Document 05 decides any refund of unused Plan Fee. Changes do not affect Quotes already sent or Orders already placed. Fee changes never apply retrospectively.

14. General

1. Existing terms. A Partner whose different commercial terms Clexen agreed in writing before 23 October 2026 keeps those terms until they expire or are changed in writing. The rest of this agreement applies to it.
2. Force majeure. Neither party is liable for delay caused by events beyond its reasonable control. This does not excuse the payment of money already due.
3. Assignment. The Partner may not assign this agreement without consent. Clexen may assign it to a successor of its business on notice.
4. Notices. Notices go to the registered email and mobile in the Partner App, and to partner@clexenrentals.com for Clexen. Notice by email is effective when sent, unless a bounce is received.
5. Electronic contract. This agreement is an electronic record under section 10A of the Information Technology Act. Clexen's acceptance records are evidence of its terms and acceptance.
6. Law and disputes. Indian law governs this agreement. Disputes are resolved by arbitration under Document 14, section 6, with the seat in New Delhi.
7. Entire agreement. This agreement, Documents 01, 05, 06, 07, 08, 09, 10, 13, 14 and 15, and the per-Quote fee acknowledgements form the entire agreement between Clexen and the Partner on this subject.