BKI-FUEL DEALERSHIP AGREEMENT

Leading the Digital Mining Revolution

This Dealership Agreement ("Agreement") is executed on ____________ ("Effective Date") between:

1. Definitions

1. "Products" means BKI-Fuel fuel level sensors, telematics units, accessories and related hardware supplied by the Company.
2. "Platform" means the BKI-Fuel vehicle and fuel monitoring platform and associated mobile/web applications.
3. "Territory" means ____________________ as recorded in Annexure A.
4. "Customer Data" means vehicle, GPS and fuel telemetry of end customers processed on the Platform.

2. Appointment & territory

1. The Company appoints the Dealer as its non-exclusive-to-transfer, territory-exclusive authorized dealer for the marketing, sale, installation and first-line service of the Products and Platform subscriptions in the Territory.
2. The appointment is non-transferable and creates no agency, partnership, employment or franchise under any law; the Dealer buys and sells in its own name and account.
3. National or key accounts may be served directly by the Company; where installation in the Territory is required, the Dealer will be offered the installation work at the Company's published installation rates.

3. Term

1. Initial term of three (3) years from the Effective Date, renewable by mutual written agreement based on performance targets agreed annually.

4. Fees, pack & commercial terms

1. The Dealer has paid the one-time dealership fee of US$ ____________ + taxes for the ____________ recorded in Annexure A, which includes the number of fuel sensors stated therein with engineer-led on-site installation anywhere in the Territory, the free fuel-monitoring report period stated therein, dealer portal access, onboarding, technician training and certification, a demo kit and launch marketing material.
2. Refundable security deposit: up to 50% (fifty percent) of the dealership fee is held by the Company as a security deposit, refundable to the Dealer after 30 (thirty) days of active dealership upon written request, subject to no outstanding dues or uncured breach.
3. Products are purchased against the Company's dealer price list, issued and revised by email with 90 days' written notice, together with the quarterly performance rebate scheme (payable as cashback or stock credit, including target-linked rebate slabs) notified in the same confidential communication. Payment terms: advance or as separately agreed in writing.
4. The dealer price list, rebate schedule and margin structure are the Company's confidential information and shall not be disclosed to customers or third parties.
5. Minimum selling price: the Dealer shall not sell Products or Platform subscriptions below the minimum selling prices notified by the Company by email from time to time, which form part of this Agreement.
6. The Dealer receives the revenue share on active Platform subscriptions sold in the Territory per the schedule in Annexure A, settled monthly within 15 days of month end.
7. All amounts are exclusive of GST; statutory taxes apply as per law. TDS, if deducted, shall be supported by certificates.

5. Dealer obligations

1. Maintain at least one BKI-Fuel certified installation technician at all times, and attend scheduled training updates.
2. Install and calibrate strictly per the BKI-Fuel installation manual; warranty on improperly installed hardware is void.
3. Use only genuine BKI-Fuel hardware and the official Platform; no resale of competing fuel-monitoring products in the Territory without written consent.
4. Log all prospects and customers in the BKI-Fuel dealer portal or connected CRM to retain lead exclusivity in the Territory.
5. Not rebrand, reverse-engineer, decompile or tamper with the Products, the Platform, or customer fuel data.
6. Comply with applicable laws, including GST invoicing, e-waste and consumer protection rules.

6. Company obligations

1. Supply Products within published lead times and honour the manufacturer warranty (12 months on sensors and telematics units against manufacturing defects).
2. Provide technician and sales training, a demo kit, marketing collateral, and a central technical support desk (+91 97081 43219).
3. Route Territory leads received centrally (website, QR campaigns, exhibitions) to the Dealer.
4. Give 90 days' written notice of changes to dealer price lists or the revenue-share schedule.

7. Branding

1. The Dealer is granted a limited, revocable, non-exclusive licence to use the BKI-Fuel name, logos and approved artwork for signage and promotion within the Territory during the term.
2. Domain names, social media handles, marketplaces and tender submissions using the BKI-Fuel brand require prior written consent.

8. Data protection & confidentiality

1. Customer Data belongs to the respective customer. Both parties shall use it only to deliver the service and shall comply with the Digital Personal Data Protection Act, 2023.
2. Each party shall keep the other's non-public business information confidential during the term and for 3 years after.

9. Warranty & liability

1. Warranty terms are as per the Refund & Cancellation Policy published on the BKI-Fuel website, which forms part of this Agreement.
2. Neither party is liable for indirect or consequential loss. The Company's aggregate liability under this Agreement is capped at the amounts paid by the Dealer in the preceding 12 months.

10. Termination

1. Either party may terminate with 90 days' written notice.
2. The Company may terminate immediately on: sale of counterfeit hardware; tampering with customer fuel data; non-payment beyond 60 days; insolvency of the Dealer; or material breach not cured within 30 days of notice.
3. On termination: the Dealer ceases all brand usage; sellable unopened stock may be returned at 85% of invoice value within 30 days; accrued revenue-share is settled in the normal cycle; customer subscriptions continue with the Company or a successor dealer.

11. Dispute resolution

1. Disputes shall first be referred to good-faith negotiation between senior representatives for 30 days.
2. Unresolved disputes shall be referred to sole arbitration under the Arbitration and Conciliation Act, 1996; seat and venue: the city of the Company's registered office; language: English. Governing law: Indian law.

12. Notices & general

1. Notices shall be sent by email (info@bkifuel.in / the Dealer's registered email) and registered post.
2. This Agreement, with its Annexures and the published programme terms, is the entire agreement and supersedes prior discussions. Amendments must be in writing and signed.
3. If any clause is held unenforceable, the remainder continues in force.