The General Terms & Conditions (“GCTCs”) as mentioned below shall form part and parcel of the overleaf form filled (“Form”) by you and shall collectively be referred hereto as Agreement between Franchise trade LLP, having its registered office at;109, Priya Enclave, New Delhi – 110092, (hereinafter referred to as the“Consultant”,which term shall unless excluded by or repugnant to the context ormeaning thereof, shall include its successors and permitted assigns) AND You the above said registered “Investor” which term shall unless excluded by or repugnant to the context or meaning thereof, shall include your successors and permitted assigns. We shall collectively be referred to as “Parties” and individually as “Party”.
1. Unless terminated earlier, this Agreement shall come into effect on date of signing (“Effective Date”) and shall remain valid for a period of 12 months from the Effective Date, or until the Investor has selected and then finalized the respective business/investment opportunity, whichever is earlier (“Term”).
2. The Consultant shall be providing consulting services to you the Investor in relation to the business opportunities as desired by you the Investor in the overleaf Form, so as to enable the Investor to identify and select an appropriate business/investment opportunity as a franchisee/distributor/business associate/investor. The Investor shall share all details and information such as its preferential investment sectors, time period and plans for making investment, investment amount, source of funds etc. for the proposed investment with the Consultant, so as to enable the Consultant to identify an appropriate business/investment opportunity for the Investor. The Investor acknowledges that in providing its services hereunder, the Consultant will be solely relying on the information provided by the Investor. The Consultant shall be under no obligation to verify any information provided to it by the Investor and shall not be liable for the accuracy and completeness of information furnished to it by the Investor. The scope of services shall include analysing the information provided by the Investor, reviewing its database for potential businesses/investment opportunities, as per the profile, interest, risk and investment appetite of the Investor, sharing with the Investor, the qualifications of such potential business/investment opportunities, the returns from such business/investments opportunities, key risks etc., assisting the Investor in short listing and selecting the business/investment opportunities in the said industry as reflected in the above Form, scheduling meetings/calls with all prospective businesses Investor and if required, representing the Investor during such meetings for enabling the Investor to finalize the selected business/investment opportunity. The Investor agrees and acknowledges that upon successful sign up of the agreement between the lead/brand and the Investor, the Consultant shall not be held liable for any claim or demands arising due to the business relationship or dispute between such signed lead/brand and the Investor.
3. The Investorshall promptly inform the Consultant of all the leads converted/ materialized during the term of the agreement as well as post termination of this Agreement, which are/were materialized as result of Consultant’s efforts during the Term of the Agreement, and the Investoracknowledges that the Consultant is bound to be paid by the Investorfor such leads.
4. The Consultant shall provide the services under this Agreement with promptness and diligence and at a level of proficiency usually expected from a consultant with the background and experience that the Consultant has represented it has. However, the Parties acknowledge that the Consultant cannot and does not warrant the success of the transaction contemplated hereunder and further the Consultant does not guarantee that the actual results of the services rendered, will be similar to any of the projections or forecasts provided by the Consultant under this Agreement.
5. In consideration of the consulting services to be rendered by virtue of this Agreement, the Investor shall make payments respectively as mentioned in Exhibit – A annexed hereto.
6. The Investor shall not offer to hire or hire any person who is currently, or was within a period of six months of such hiring, employed by the Consultant with whom the Investor had contact during the tenure of this Agreement. Further, the Investor covenants that the Agreement shall be exclusive in nature and that during the Term of this Agreement the Investor shall refrain from hiring third party for similar Services as those being rendered by the Consultant under this Agreement. Nothing contained in this Agreement shall prevent the Consultant from entering into similar agreements with any third party, for providing services similar to the Services envisaged under this Agreement.
7. The Investor makes the following representations and warranties to the Consultant:
(a) it has the power to enter into this Agreement and comply with its obligations under it;
(b) it has in full force and effect the authorizations necessary for it to enter into this Agreement and the transactions contemplated under it;
(c) The information provided to the Consultant do not contain any untrue statements or facts or omit to state any material fact that is required to be stated or intimated to the Consultant; and
(d) It has requisite financial stability and back up to carry out the investment/business opportunity selected by it from the options proposed by the Consultant and such funds have been obtained in compliance with applicable law.
8. Both the Parties shall have the right to terminate this Agreement at any time for its convenience by giving 30 (Thirty) days’ prior written notice to the other Party. The Consultant shall have the right to terminate this Agreement by giving a prior notice of 15 (Fifteen) days’, upon happening of the following events:
(a) If the Investor is in breach of its payment obligations under this Agreement;
(b) If the Consultant finds that the Investor has furnished incorrect information to the Consultant; or
(c) If any of the representations and warranties given by the Investor under this Agreement are violated or false;
(d) Where the Investor is a Company or a Partnership Firm, if any of the Directors of the Investor’s company or if any of the Partners of the Investor’s firm, has subsequently turned unsound mind or otherwise incompetent to Agreement. In case the Investor is a proprietorship concern, the same would apply to the proprietor.
9. Upon termination of this Agreement:
(a) The Investor shall make payments of all outstanding dues to the Consultant within 7 days from the date of termination;
(b) Each Party shall deliver to the other Party all property or confidential information in its possession and exchanged between them pursuant to this Agreement.
(c) The Investor shall comply with its payment obligations with respect to the leads that are concluded post termination by virtue of this Agreement.
10. Each Party shall maintain confidentiality of the terms of this Agreement and the information received by virtue of same. Notwithstanding the foregoing, nothing in this Agreement shall prevent either party from making any disclosure of Confidential Information required by law.
11. The Investor undertakes and agrees that it shall not circumvent the role of the Consultant at any-time with respect to the transaction contemplated under this Agreement or in relation to the Services being provided by the Consultant, whether by way of side agreement or otherwise. Further, the Investor shall ensure that any person, entity, company connected with it, formally or informally, does not cause or bring about circumvention as above, by proceeding directly at any stage during the Term of this Agreement thereby, bypassing and directly approaching any third party. The Investor acknowledges and agrees that during the Term of this Agreement, if the Investor receives any business offer or proposal from any third party then it shall provide the details of the same to the Consultant and shall always proceed through the Consultant. The Parties agree that upon expiry of the Term or earlier termination thereof, the Investor shall be bound to pay to the Consultant, the Success Fee, pursuant to Section 5 above, if any, within 7 days to the Consultant, arising on account of conversion of the potential business/investment opportunities into a lead, wherein, such opportunity was introduced to the Investor by the Consultant, during the Term of the Agreement.
12. The Investor acknowledges and agrees that the Consultant’s observation and recommendations pursuant to this Agreement are purely advisory in nature and shall be restricted for Investor’s use only. Thus, the Investor must undertake its own evaluation and due diligence qua the potential business/investment opportunity proposed by the Consultant and seek its own fiscal, legal or financial guidance.
13. This Agreement shall be governed and interpreted in accordance with the laws of India. All disputes arising between the Parties shall be settled as per the provisions of Arbitration and Conciliation Act, 1996, by the sole arbitrator to be appointed by the Consultant. The award of the sole arbitrator shall be final and binding upon the Parties. Arbitration shall be conducted in the English language and the seat of arbitration shall be Delhi.
14. Investor shall protect, indemnify and save harmless the Consultant from and against any and all damages, claims, suits, actions, judgments, costs and expenses whatsoever (including reasonable legal fees) which may be suffered or incurred (a) as a result of breach of the obligations by the Investor under this Agreement, (b) as a result of the representations or warranties made by the Investor found to be untrue, false or misleading, (c) as a result of gross negligence or wilful misconduct of the Investor, (d) by third party for loss or damage to property or personal injury or death of such third party, resulting from, or incidental to Investor’s performance under this Agreement.
15. Neither Party shall be liable to the other for any indirect, incidental, punitive, special or consequential loss, damage, cost or expense including, without limitation, loss of profits, loss of data, and loss of revenues, of any kind whatsoever and however caused, whether arising under contract, tort (including negligence or breach of statutory duty) or otherwise, even if that Party has been advised of its possibility.
16. The failure at any time of either Party to demand strict performance by the other of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof, and either Party may, at any time, demand strict and complete performance by the other of such terms, covenants and conditions.
17. The Investor shall have no right to assign or transfer any of its rights or obligations hereunder without the express prior written consent of the Consultant. Provided however, the Consultant shall be entitled to freely assign or transfer its rights or obligations pursuant to this Agreement with prior intimation to the Investor.
18. The invalidity or unenforceability of any provision in this Agreement shall in no way affect the validity or enforceability of any other provision herein. In the event of the invalidity or unenforceability of any provision of this Agreement, the Parties will immediately negotiate in good faith to replace such a provision with another, which is not prohibited or unenforceable a nd has, as far as possible, the same legal and commercial effect as that which it replaces.
19. Neither Party shall be liable for any loss to the other Party caused by the failure to observe the terms and conditions of this Agreement, wherein such failure is occasioned by any cause beyond the other Party’s reasonable control such as act of God, war, insurrection, riot, fire, flood, epidemic, earthquake, strikes, lock-outs, labour controversy, civil commotion, act of terrorism, any change/repudiation of law, statute, act, rules, regulations, policies, bye-laws or similar cause. The Party having any such cause shall promptly notify the other Party in writing of the nature of such cause and the expected delay.
20. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of Agreement and supersedes all communications, negotiations and agreements (whether written or oral) of Parties with respect hereto made prior to the date of this Agreement.
21. No amendment or other variation of this Agreement shall be effective unless it is in writing, is dated, expressly refers to this Agreement, and is signed by a duly authorized representative of each Party.
22. It is agreed between the Parties that the relationship of Consultant with the Investor is that of an independent contractor and that the obligations and responsibilities of the Consultant to the Investor are limited to those specifically set forth herein.
23. Nothing in this Agreement shall be deemed to create any agency, partnership, joint venture unincorporated association, co -operative entity or other joint relationship between the Parties hereto or constitute any Party the agent of the other Party for any purpose or entitle any Party to commit or bind the other Party in any manner or give rise to fiduciary duties by one Party in favour of the other Party.
24. The Consultant shall have the right to sub-contract any part of its scope of work or Services required to be rendered by it under this Agreement to any third party.
IN WITNESS WHERE OF the Parties hereto have set and subscribed their respective hands and seals on the day month and year first written above.