Franchise Recruitment | Franchise Selection Support Services Terms & Conditions

Parties & Assignment:

The agreement to commence and carry out Franchise Recruitment | Franchise Selection Services is between Vision Alliance Services Pty Ld and or Vision Alliance International Pty Ltd (hereafter referred to as ‘Consultant’ and or ‘Vision Alliance’) and the commissioning party and its agents (hereafter referred to as ‘Client’), and set out in the “one page agreement to proceed document” presented to the ‘client’ prior to commencement of works.

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 has offered to assist the Franchisor in the development of the franchise network.

B)    The Franchisor wishes to appoint Vision Alliance to assist in the development of the franchise network.

C)    This Agreement confirms the appointment and defines the parties obligations resulting from that appointment.

D) The Clients business is described the Agreement to proceed document provided to the Client.

E) The terms of agreement are recorded in this document.

F) The Agreement to Proceed document forms part of these terms and conditions as does the terms and conditions form part of the Agreement between all parties.

 

Appointment

1. The Franchisor appoints Vision Alliance to provide support services with regards to the Franchisors Recruitment of Franchisees. The term of the appointment is for an undefined period from the date of this agreement. The appointment will continue unless the Franchisor notifies Vision Alliance in writing with 30 days notice or in the event Vision Alliance notifies the Franchisor of their intent to terminate the agreement.

Price

2. The base price for which the franchises are to be sold will be according to the individual franchise fee set by the Franchisor.

Entitlement to Payment

3. The Franchisor agrees to pay Vision Alliance for its services in accordance with the chosen and or agreed Support Program as listed in Schedule 1 of these terms.

4. The franchisor agrees that all fees and other entitlements under this agreement are payable only to Vision Alliance and not to its agents or representatives. All Fees include but are not limited to, Monthly Services Fee (ranging from $1880 – $3880 per mth + gst), Fee on Application ($1000), Completion Fees (Commissions range from $6250 for a standard franchise or 12.5% whichever is greater, 12.5% of the franchise & training fee for major city & regional and master franchises) for franchises and master franchises granted, Training & Advisory Fees, and all travel and associated expenses related to providing services to The Client. The client will be provided an up to date and current Schedule of Fees at the time of engagement. All fees are exclusive of GST.

5. The Client / Franchisor will be required to sign a Direct Debit Authority and authorise that all fees payable to Vision Alliance can be Direct Debited from the Franchisor’s / Cliets nominated Bank Account or Credit Card. * Credit card fees and charges will apply.

6. For the purposes of the payment of a completion fee (commission)  under this Agreement a sale is taken as effected, and commission payable, upon:

a) The franchise agreement being signed by the potential Franchisee and the cooling-off period under that franchise agreement expiring or being waived; or

b) If the cooling off rights under the franchise agreement or agreement to enter a franchise agreement or under the Franchising Code Conduct is exercised by the prospective Franchisee and a non refundable amount may be retained by the Franchisor, upon the Franchisor being entitled to deal with that amount

c) The Franchisor authorises Vision Alliance  to collect deposits and prepayments from prospective Franchisees on behalf of the Franchisor and to deposit those in to the trust account of the Franchisor pending completion of a sale. Vision Alliance  agrees to comply with all laws in relation to the taking of deposits and repayments. (where applicable)

 

Vision Alliance Duties

7. This Agreement requires Vision Alliance  to do the following:

Provide support  in alignment with the  selected program,  relating to the development of the franchise network.
In the event the Client  demands / service requirements change the Client will be automatically upgraded to the next level program and advised by email.

If required, provide more comprehensive recruitment services supporting the franchise recruitment efforts of the franchisor including:

a) advertising and marketing management support;

b) Advertising placement support;

c) follow up of leads;

d) Support in the negotiation and finalisation of sales of franchises, including engaging legal representation on behalf of the Franchisor (at the Franchisor’s cost) where   required, once approved by client;

e) Initial prospective Franchisee screening and introduction;

f) Assist Franchisees in the Due Diligence phase;

g) Act where required as the Franchise Development Manager for the client. (additional consulting fees may apply)

 

No Warranty

8.  Vision Alliance  makes no warranty and gives no guarantee as to the number of franchises it can or will recruit within any given period or at all.

9.  The Franchisor also makes no warranty and gives no guarantee as to the number of franchises it can or will recruit within any given period or at all.

10.  Vision Alliance  is in no way responsible or liable for any legal action brought against the Franchisor by any Franchisee, person or company for any reason whatsoever or for any costs or damages awarded against the Franchisor subsequent to any legal action.

11. Vision Alliance  and its agents are absolutely reliant on the information provided to it by the Franchisor in carrying out its duties.

The Franchisors Duties

12.  The Franchisor agrees to pay Vision Alliance the agreed daily rate or monthly retainer for franchise development services provided by Vision Alliance.

13.  The Franchisor agrees to pay Vision Alliance any additional days requested, or time worked, or payments due upon Application stage and completion fees (commissions)  due from the successful granting of a franchise.

14.  The Franchisor must pay all advertising and associated costs and expenses including travel expenses incurred by Vision Alliance. Vision Alliance  must not incur significant costs or advertising costs without the Franchisor’s specific prior approval.

15.  The Franchisor is responsible for all legal costs in connection with the sale of a Franchise, including where the lawyers are engaged by Vision Alliance  on behalf of the Franchisor .The Franchisor must comply with its obligations under the Franchising Code of Conduct including providing a disclosure document in accordance with the Code.

16.  The Franchisor must fully co-operate with Vision Alliance  in relation to the sale of a franchise and payment of commission and other payments due to Vision Alliance under this Agreement.

17.  The Client must

          a) use reasonable skill, care and attention to ensure that all information reasonably required by Vision Alliance, is provided on a timely basis and is accurate and complete.
b) notify Vision Alliance 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.
c) The Client / Franchisor must give to Vision Alliance all
i) Documents;
ii) Information;
iii) Assistance; and
iv) Co-operation,

It reasonably requires or requests to carry out the Work.

Franchisors Warranty

18.   The Franchisor warrants that the franchise system under which the franchises will be sold is the Franchisor’s own property or that the Franchisor has an unfettered entitlement to enter into a contract for the sale of the franchises

19.   The Franchisor makes no warranty and gives no guarantee as to the number of franchises it can or will sell within any given period or at all.

 

Sub-contracting

20.  Vision Alliance may employ third parties to carry out part of the Work. Fees payable to those third parties are to Vision Alliance account and form part of the price. Notwithstanding the provisions of clause 15, The Client authorises Vision Alliance to disclose information to those third parties to enable them to carry out part of the Work.
21.  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, Vision Alliance must first obtain The Client’s approval before undertaking that work.

Confidentiality

22.  Any and all information shared between the Franchisor and Vision Alliance  must remain confidential to the parties and may not be disclosed without the disclosing party’s express permission. Despite this, Vision Alliance   may share confidential information when engaging lawyers. Vision Alliance  may also disclose confidential information to prospective Franchisees to the extent and in the form agreed by the Franchisor. In this regard, the Franchisor agrees that Vision Alliance  may disclose confidential information to the extent that it is contained in the approved system and presentation materials provided by and approved by the Franchisor.

Termination

23.  The Franchisor may terminate this Agreement after giving Thirty days’ written notice to Vision Alliance  at any time. Vision Alliance  may also terminate this Agreement at any time without cause. Upon termination of this agreement, the Franchisor will be required to pay Vision Alliance 1 month in advance to contribute to the finalisation of service. The Franchisor must reimburse Vision Alliance  for any out-pocket expenses, consulting fees and commissions payable that have incurred up to and including the date of termination.

Copyright

24. The Franchisor agrees that Vision Alliance  will retain ownership of all of its intellectual property rights in any material used by it in performing its duties under this agreement. The Franchisor agrees not to copy of reproduce any material without first obtaining Vision Alliance consent.

25. Vision Alliance agrees that the Franchisor will retain ownership of all of its intellectual property rights in any material used by it in performing its duties under this agreement. Vision Alliance  agrees not to copy of reproduce any material without first obtaining The Franchisors consent.

Governing Law

26. The laws of New South Wales govern this agreement.

27. Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales

Severance

28.   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

29.   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.
30.   The Agreement to Proceed Document and the scope of works forms part of these Terms and Conditions.
31.   These terms and conditions form part of the full agreement with the Client.

Variation

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

Waiver

33.   No right under the agreement is waived except by notice in writing signed by the party waiving the right.
34.  A waiver by one party does not prejudice its rights in respect of any subsequent breach of this agreement by the other party.
35.   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

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

Further steps

37.  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

38.   The agreement may be executed in any number of counterparts.

Survival

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

Currency

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

Dispute resolution

42.   If a dispute arises between the parties in relation to the Agreement, the dispute must be dealt with in accordance with this clause.
43.   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.
44.   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.
45.   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

46.   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.
47.   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.