Parties & Assignment:
The agreement to commence and carry out Franchise Development work is between Vision Consulting Group (Global) Pty Ltd, (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.
The commissioning party and its agents including all related entities, trusts and Directors agree to go as guarantor for the works requested by the ‘client’.
A) The Consultant is in the business of providing consulting services, 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) The Consultant 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 The Consultant 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.
1. The Client appoints the Consultant to provide services and or coaching in relation to the development of the Business’s Franchise Blueprint & System.
Fees and Payment
2) The Consultant has quoted a price for the Program to the Client. That price is set out in the Schedule of Fees and or the Agreement to Proceed.
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 Franchise Blueprint Plus Program the Client must give to the Consultant all
c) Assistance; and
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 if it subsequently discovers that the information provided is incorrect or inaccurate or otherwise should not be relied upon. The Consultant 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 and if a timeline has been provided, within the timeline. The Consultant however is not obligated to complete the program within the timeline if delays are caused by The Client.
9) When the Work is concluded, the Consultant will either provide access to the documents electronically if built in The Consultants recommended software platform or will supply The Client with (1) electronic copy of all the documents, in the event the Client has requested documents to be prepared using the Microsoft or GSuite platform.
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 if the documents form part of the Consultants IP. All other intellectual property rights will be transferred to the Client for any documents created for the sole purpose of franchise the Clients business.
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.
13) Software costs or additional service costs or preparing documents in other platforms outside of the standard platforms used by the Consultant will be considered out of scope items and will therefore bare additional costs.
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.
e) The Consultant 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 The Consultant may charge an additional fee for any additional work that is required.
f) To the extent permitted by law, The Consultant 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 The Consultant 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 The Consultant for breach of any warranty, condition or term is limited to:
i) In the case of services, at the option of The Consultant, 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 The Consultant, 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 The Consultant for loss as a result of a breach of the obligations of The Consultant, 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 The Consultant will be reduced by the extent of The Client’s contribution to that loss.
i) The Consultant will not be responsible for the contents of the documents after the final handover of Work. The Client indemnifies The Consultant 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 The Consultant 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 The Consultant, 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 The Consultant 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 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 business system, if these documents form part of The Consultants existing Intellectual Property..
17) 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.
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.
20) Any and all information shared between The Client and The Consultant must remain confidential to the parties and may not be disclosed without the disclosing party’s express permission. Nothing in this clause will prevent The Consultant from providing services for other clients, including those who maybe in similar industry to The Client.
21) No refunds will be given, however; should the Consultant and or Client determine after the Feasibility Phase 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.
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.
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.
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.
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 and the general terms and conditions set by The Consultant.
30) These terms and conditions including but not limited to all terms and conditions set on this website and in all other Vision Documents form part of the full agreement with the Client.
31) A variation of the agreement and terms & conditions of agreement must be in writing and signed by the parties. All extras and or variations will be charged for accordingly and debited from the clients nominated bank account as per their signed debit authority.
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.
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.
27) The agreement may be executed in any number of counterparts.
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.
40) All payments due to The Consultant shall be paid in Australian dollars in Australia + all relevant taxes.
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.
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
Franchise Development Fees & Charges
All fees & charges are either outlined in our standard terms & conditions on this site or in a custom proposal submitted to The Client and confirmed in the Agreement to Proceed document executed by The Client.
Franchise Recruitment & Selection Services
All new accounts will be required to pay:
- a One Time Pre- Recruitment Review Fee $5800 + gst (this is not required for current clients of The Consultant whereby The Consultant 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. The Consultant 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 $100+ 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 $6250 + 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 $385/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.
- Please refer to our standard terms and conditions on this website for all other fees and charges.
Other Services fees & charges
please refer to our other terms & policies or refer to our services list available upon request.