Business Development Partner Agreement

Last updated: 11 September 2026

This Business Development Partner Agreement (the “Agreement”) is made between NestOne Group Private Limited (“NestOne”), the company behind NestXO retailOS, and the partner named in the signature block (the “Partner”), on the date of the Partner’s signature (the “Effective Date”).

1. Appointment

NestOne appoints the Partner as a non-exclusive Business Development Partner for NestXO retailOS, and the Partner accepts, on the terms of this Agreement and the Partner Program Terms at nestxo.com/partners/terms (the “Terms”). Capitalised words have the meaning given in the Terms. The Partner’s Partner Code and tier are recorded in the signature block.

2. What the Partner does

• Identifies and qualifies retail businesses, explains NestXO using NestOne’s material, and registers each one as an Introduction before its demo.
• Joins the demo call for its Introductions when invited, helps NestOne understand the client’s needs, and supports the close, without quoting prices or making commitments on NestOne’s behalf.
• Maintains at least 3 Qualified Introductions per calendar quarter. NestOne reviews activity quarterly; two consecutive quarters below the minimum return the Partner to the Referral Affiliate tier under the Terms.
• Keeps NestOne informed of material developments with an Introduction, and passes on client questions NestOne should answer.

3. What NestOne does

• Runs the demo on the client’s own data, quotes, contracts, onboards and supports every Live Client.
• Provides the partner kit (brochure, video, email templates, demo script), a product briefing on request, and a sandbox workspace for the Partner’s own demonstrations.
• Confirms every registration within one working day and issues a monthly statement of the Partner’s Introductions by stage (registered, demo booked, demo done, signed, live, paid) with the payouts due.
• Names a NestOne contact for the Partner.

4. Payout

• 20% of each Subscription Payment made during the first 12 months by a Live Client that becomes live on or after the Effective Date, and 5% of each Subscription Payment made during that client’s second 12 months. Shares follow the client’s billing cycle: annual plans in one payout, quarterly or monthly plans per payment received.
• Live Clients that went live before the Effective Date stay on the Referral Affiliate rate for all of their first-year Subscription Payments, whatever their billing cycle, and earn no renewal share. The rate for each client is fixed by the Partner’s tier on that client’s go-live date.
• Timing, statements and the 30-day dispute window, reversals and set-off, invoicing, GST and tax deduction at source are as set out in sections 5 and 6 of the Terms. A renewal share is payable only while the Partner is an active BD partner on the renewal payment date.
• No other fee, retainer, expense or commission is payable unless agreed in writing.

5. Invoicing entity

The Partner confirms that it invoices as the entity named in the signature block (a registered proprietorship with PAN or GSTIN, or a company, LLP or partnership firm), will raise payout invoices from that entity, and will tell NestOne within 15 days if the entity, its GSTIN or its bank account changes.

6. Conduct, brand and confidentiality

Sections 7 to 9 of the Terms apply in full, including the anti-bribery, non-solicitation and no-assignment obligations. In addition, the Partner will not, during the term and for 12 months after it, use NestOne’s confidential information (including pipeline, pricing and client lists learnt through the Program) to introduce those same businesses to a competing retail software product, and will not solicit NestOne’s employees or other partners.

7. Term and termination

• This Agreement starts on the Effective Date and continues until either party ends it with 30 days’ written notice, or immediately by NestOne for a breach of this Agreement or the Terms, suspected fraud, or conduct that harms NestXO or a client.
• On termination the Partner returns to the Referral Affiliate tier for payouts not yet earned, or leaves the Program if the Partner so chooses or the termination was for breach. Section 10 of the Terms governs what is paid after termination, including forfeiture of unpaid payouts where termination is for fraud, misrepresentation, bribery or breach of section 7 of the Terms.

8. General

The Partner is an independent business, not an employee, agent or franchisee of NestOne, and has no authority to bind NestOne. Neither party is exclusive. The Partner may not assign or sub-contract this Agreement; NestOne may assign it to a group company or successor. This Agreement together with the Terms is the whole agreement on its subject; if they conflict, this Agreement prevails for BD-specific matters. It may be signed electronically. Notices go by email to the addresses in the signature block. Liability is as set out in section 12 of the Terms. Governing law and jurisdiction are as set out in section 14 of the Terms.

Signature block

Questions before signing: platform@nestonegroup.com.