Parties & Assignment:

The agreement to commence and carry out Franchise Development work is between Vision Alliance and Tania Allen (hereafter referred to as ‘Consultant’) and the commissioning party and its agents (hereafter referred to as ‘Client’).

These terms and conditions are binding from the time the Client has made the first payment for the program.

The Client is advised to retain a copy of these terms and conditions and other associated documents for their records.

Guarantor

The commissioning party and its agents including all related entities and trusts agree to go as guarantor for the works requested by the ‘client’.

BACKGROUND:

A) Vision Alliance is in the business of providing training and coaching in relation to developing a franchise model and operating systems and processes for existing businesses who are wanting to franchise their business.
B) The Client has a business (“Business”) that it wishes to franchise.
C) Vision Alliance has prepared a written Franchise Development Program Information and Schedule of Fees for the Client. The Client has previously received this document.
D) The Client has instructed Vision Alliance to proceed with the provision of services.
E) The terms of agreement are recorded herewith.
F) The program is activated and commences upon receipt of the first payment.

 

OPERATIVE:

Appointment

1.   The Client appoints the Consultant to provide services and or coaching in relation to the development of the Business’s Franchise Blueprint.

Fees and Payment

2)   Consultant has quoted a price for the Program to the Client. That price is set out in the Schedule of Fees.
3)   Upon payment of the initial deposit, by the Client, the Client accepts full responsibility in making continued payments in alignment with the payment plan provided by the Consultant, until the program has been paid in full.
4)   The Client and all associated parties (directors, proprietor) are liable for the debts of the Client on a principal debtor basis, should the Client fail to make payments.
5)   All extras and variations will be charged for accordingly.

 

 

 

The Client’s Responsibilities

 

5)   For our Platinum Program the Client must give to the Consultant all

a) Documents;
b) Information;
c) Assistance; and
d) Co-operation,

that the Consultant  reasonably requires or requests to carry out the Work.

6)  The Client authorises the Consultant to contact, deal with and attain information from any of The Clients professional advisors for the purpose of preparing the System. The Client agrees to authorise its professional advisors to provide all information and reasonable assistance requested by the Consultant.

7)  The Client must use reasonable skill, care and attention to ensure that all information reasonably required by the Consultant is provided on a timely basis and is accurate and complete. The Client must notify the Consultant e if it subsequently discovers that the information provided is incorrect or inaccurate or otherwise should not be relied upon. Vision Alliance assumes no responsibility and makes no representations with respect to the accuracy or completeness of any information provided to it by The Client or The Clients advisors.

 

The Consultants Duties

8)  The Consultant must carry out the Work diligently and promptly.
9)  When the Work is concluded, the Consultant will supply The Client with (1) electronic copy of all the documents.
10)  The Client acknowledges that the Consultant  retains full ownership of intellectual property rights in any documents or literary or artistic works created by it or forming part of the System.
11)  The Consultant  grants only the business to be franchised,(excluding head consultants, agents or advisors) a non-exclusive licence to use the documents for the purpose of franchising and licensing the business system. The Client may not reproduce any part of the Work for any purpose other than to franchise or licence the single business system related to franchising the ‘business’ as listed in the Agreement to Proceed document, without obtaining the written consent of the Consultant.
12)  Hard copies of documents are outside the scope of the works and are to be paid for separately by the Client when each new franchisee requires a set of manuals, should the Client choose to provide hard copies to the franchisee.

 

Sub-contracting

13)  The Consultant may employ third parties to carry out part of the Work. Fees payable to those third parties are to the Consultant’s account and form part of the price. Notwithstanding the provisions of clause 15, The Client authorises the Consultant to disclose information to those third parties to enable them to carry out part of the Work.
14)  If it is necessary to carry out work that falls outside the scope of the Work and will incur costs not included in the Price, the Consultant must first obtain The Client’s approval before undertaking that work.

 

Disclaimer

15)

e)   Vision Alliance and its sub-contractors are absolutely reliant on the information provided to it by The Client in carrying out the work. To that extent the efficacy and accuracy of the content of the Work is the responsibility of The Client. The Client agrees that if any information supplied by it or its advisors to The Consultant, or to any of the third parties referred to in Clause 13, is inaccurate, incomplete or misleading that part of the Work may need to be redone. If this occurs, The Client agrees that Vision Alliance may charge an additional fee for any additional work that is required.

f)   To the extent permitted by law, Vision Alliance excludes all warranties, conditions or terms, other than those expressly set out in the scope of works, agreement and terms and conditions. Including but not limited to all warranties, conditions or terms implied in fact or by Law. Nothing in this clause has the effect of excluding, restricting or modifying any non excludable statutory conditions, warranty, guarantee, or other benefit that is preserved to The Client by Consumer Law or any other legislative provision.

g)   Where Vision Alliance is not entitled to exclude a warranty, condition or term implied in fact or by law and to the extent permitted by law, the liability of Vision Alliance for breach of any warranty, condition or term is limited to:

        i) In the case of services, at the option of Vision Alliance, either the re-supply of the services or payment of the reasonable costs of having the services re-supplied;

        ii)  In the case of documentary deliverables or materials, at the option of Vision Alliance, either the               re-supply of the deliverables or materials or payment of the reasonable costs of having the deliverables or materials re-supplied.

h)   The Client agrees that if it makes any claim against Vision Alliance for loss as a result of a breach of the obligations of Vision Alliance, and that loss is contributed to by The Client’s own actions then liability for that loss will be apportioned as is appropriate having regard to the respective responsibility for the loss and the amount that may be recovered from Vision Alliance will be reduced by the extent of The Client’s contribution to that loss.

i)   Vision Alliance will not be responsible for the contents of the documents after The Client has given final approval to the Work. Final approval occurs when The Client signs a document confirming that it has examined the Work and the documents and accepts the accuracy of the factual content of the Work. The Client indemnifies Vision Alliance and its directors, employees, agents and subcontractors in respect of any loss that any of them suffer (including claims or litigation being made or commenced against any of them by any third parties, including Franchisees) due to any information provided by The Client, The Head Consultant or The Client’s advisors, being inaccurate, incomplete or misleading.

j)   Notwithstanding sub-clause d, in no circumstances will Vision Alliance be liable to pay any damages to The Client for losses arising out of or in any way connected with the provision of information by The Client or The Client’s advisors or The Client’s failure to provide information either punctually or at all or any fraudulent act, misrepresentation or wilful default on the part of The Client.

k)   The Client must indemnify Vision Alliance, its directors and staff, agents and subcontractors against any loss, expense, damage or liabilities (including actions that may be made by any third party) that result from any third party claims arising out of or in connection the performance of the Work or any use by The Client of any deliverable item forming part of the Work and will reimburse Vision Alliance for all costs and expenses (including legal fees on a solicitor and own client basis) incurred in connection with any such claim or action.

 

License for Use

16)   The Client acknowledges that Vision Alliance retains full ownership of intellectual property rights in any documents or literary or artistic works created by it or forming part of the business system.
17)   Vision Alliance grants only the business to be franchised,(excluding head consultants, agents or advisors) a non-exclusive licence to use the documents for the purpose of franchising and licensing the business system. The Client may not reproduce any part of the Work for any purpose other than to franchise or licence the single business system related to franchising the ‘business’ as listed in the Agreement to Proceed document, without obtaining the written consent of The Consultant.
18)   Head Consultants, Agents, Advisors and any Third Parties are not granted any rights for use under these terms and conditions.
19)   Head Consultants, Agents, Advisors and any Third Parties are required to purchase an independent license for use.

 

Confidentiality

20)   Any and all information shared between The Client and Vision Alliance must remain confidential to the parties and may not be disclosed without the disclosing party’s express permission. Nothing in this clause will prevent Vision Alliance from providing services for other clients, including those who maybe in similar industry to The Client.

 

Termination

 

21)  No refunds will be given, however; should the Consultant and or Client determine after Stage 1 of the project, that the Client’s business is not suitable for franchising, then no further payments above and beyond 1/3 of the project costs will be payable.

Upon termination of the Agreement, the Consultant must be paid for the Work performed by it up to the date of termination on a quantum merit basis. Upon termination of the agreement, the Client must also reimburse the Consultant for any out-pocket expenses, consulting fees and commissions payable that have incurred up to and including the date of termination including future commissions that may be outstanding. Collection of monies outstanding will be direct debited via the Direct Debit arrangement with the Client and the Consultant.

Governing law

22)   The laws of New South Wales govern the agreement and terms & conditions of agreement.
23)   Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.

 

Assignment

24)   The rights and obligations of each party under the agreement and terms & conditions of agreement are not assignable by one party without the prior written consent of the other parties.
25)   A party will not unreasonably withhold its consent to assignment.
26)   A purported assignment without written consent will be deemed to be void and convey no rights.

Severance

27)   If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in the agreement and terms & conditions of agreement.

 

Entire agreement

28)   The current agreement and terms & conditions of agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties.
29)   The Agreement to Proceed Document and the scope of works forms part of these Terms and Conditions.
30)   These terms and conditions form part of the full agreement with the Client.

Variation

31)   A variation of the agreement and terms & conditions of agreement must be in writing and signed by the parties.

Waiver

32)   No right under the agreement is waived except by notice in writing signed by the party waiving the right.
33)   A waiver by one party does not prejudice its rights in respect of any subsequent breach of this agreement by the other party.
34)   A party does not waive its rights under this agreement because it grants an extension or forbearance to the other party.

 

Relationship of the parties

35)   The agreement is not intended to create a partnership, joint venture or relationship of principal and agent between the parties.

 

Further steps

36)   Each party will do all things and execute all further documents necessary to give full effect to the agreement and terms & conditions of agreement.

 

Counterparts

27)   The agreement may be executed in any number of counterparts.

Survival

38)   The terms of the agreement survive its termination to the extent permitted by law.
39)  The agreement and terms & conditions of agreement shall be binding upon the heirs, executors, administrators and successors in title of the parties.

 

Currency

40)   All payments due to Vision Alliance shall be paid in Australian dollars in Australia + all relevant taxes.

 

Dispute resolution

41)   If a dispute arises between the parties in relation to the Agreement, the dispute must be dealt with in accordance with this clause.
42)   Any party claiming that a dispute exists must notify the other party to the dispute (the ‘Second Party’) in writing of the nature of the dispute.
43)   If the dispute is not resolved by agreement within five working days of the Second Party receiving the notice referred to in paragraph (2) above, either party may refer the matter to mediation conducted by a mediator agreed between the parties within a further five working days or failing agreement within that period, as appointed by the executive director for the time being of the Australian Commercial Disputes Centre Limited. The costs of the mediator shall be borne equally between the disputing parties. The chosen mediator shall determine the procedures for the mediation. The chosen mediator will not have the power or authority to make any other determination in relation to the dispute.
44)   If the parties have not mediated a resolution of the dispute within 10 working days of the selection of a mediator, neither party shall be obliged to continue any attempt at mediation under this clause, and either party may then commence such legal proceedings as it thinks fit in relation to the dispute.

 

Enforceability

45)   Any provision of, or the application of any provision of, the agreement, which is prohibited in any jurisdiction, is, in that jurisdiction, ineffective only to the extent of that prohibition.
36)   Any provision of, or the application of any provision of, the agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

 

Current Fee Structure

Our current fee structure for providing franchise recruitment  & selection support services are outlined below.

All new accounts will be required to pay:

  • a One Time Pre- Recruitment Review Fee $2800 + gst (this is not required for current clients of Vision Alliance whereby Vision Alliance has developed the clients Franchise Recruitment Process and Documents.) if the client does not have a recruitment process in place or supporting documents such as a franchise info pack, franchise recruitment guide and accompanying letters, templates and forms, additional fees and charges will apply. Vision Alliance will provide a proposal for these works.
  • a One Time Set Up Fee of $2500 – $7000*  + gst  for lifecycle marketing systems development & set up * fees may vary depending on whether we are required to write all follow up emails, letters and other documents and if we are using the clients system or ours. if using our technologies a monthly fee of $50+ gst will be added to the monthly billing fees & charges.
  • A Fixed Fee of $3500 +gst at the time of a franchise candidate reaching the Application Stage in the process
  • A Fixed Completion Fee of $5000 + gst for the granting of a standard Franchise to an approved franchisee and 12.5% of a master franchise fee no matter the investment level.
  • A One Off Site Sourcing Fee  of $8000 – $12,000 (if relevant of depending on site and location)
  • All extras, variations, additional hours, training, day rates, consulting and other support provided will be charged for accordingly at our standard billable rate of $220/hour
  • Franchise Development Consulting- Hourly rates, half day and full day rates will also be charged for additional approved consulting services related to the project.