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The Franchise Agreement

Dated: [As per click to proceed on the sales page]. 

 

(1) The Conscious Crystal Collection UK LTD
     and

 

 Name of Franchisee as per the checkout and Onboarding form
 

 

FRANCHISE AGREEMENT (automated)


Contents

1​Definitions and interpretation​2
2​Appointment​5
3​Term​5
4​Fees​6
5​Initial obligations​7
6​Supply of products​8
7​Premises​8
8​Pricing​9
9​The franchisor's continuing obligations​9
10​The franchisee's continuing obligations​10
11​Intellectual property​15
12​Indemnities​16
13​Warranties​16
14​Assignment​17
15​Sale of the franchise business​17
16​Termination​19
17​Restrictive covenants​20
18​Anti-bribery​21
19​Confidentiality​21
20​Force majeure​22
21​Liability​22
22​General​23
The Schedule​26
Appendix 1 Current Product/Service Price List and Terms of Sale​27
 

 

this DEED OF Agreement is made [insert date] [insert year] add dates for manual Franchise agreements and for automated agreements it will be the date that the client clicked to proceed on the sales page.

PARTIES

(1) The Conscious Crystal Collection UK LTD incorporated in England and Wales under 15357950 whose registered office is at The Conscious Crystal Collective HQ, 205 Littlemoor Road, Weymouth, Dorset, England, DT3 6AF (the Franchisor); and
(2) [insert name] [of] [incorporated in [England and Wales] under number [insert company number] whose registered office is at] [insert address] (the Franchisee); (This section will be fully completed when the franchisor has completed a manual franchise agreement) Or In most cases this section will not be completed as the Franchisee will have viewed and approved the franchise agreement on the sales page by ticking the relevant box. In addition to this all franchisees will be sent an addition copy on the franchise agreement within 24 hours of approving the partnership.
(each a Party and together the Parties).

BACKGROUND

A The Franchisor has developed the Method and the Business.
B The Franchisor owns the Trademarks.
C The Franchisor wishes to appoint the Franchisee to run the Franchise Business in the Territory.
D The Franchisee wishes, and is able, to accept such appointment.
THE PARTIES AGREE:

1 Definitions and interpretation
1.1 In this Agreement:
Monthly Services Fee

 


Business

means the monthly services fee payable by the Franchisee to the Franchisor in the amount set out in clause 4.1.2 in consideration for the continuing advice and support to be provided by the Franchisor as set out herein.
A retail e-commerce business selling crystals and other related products supplied by the franchisor using the business method developed by the Franchisor and operated using the Method;
Business Day

means a day other than Saturday, Sunday, and public holidays;
Business Suite

 

 
 
 
 
 
Confidential
Information
means the Franchisor’s operating Business Suite containing details of the Method and operation of the Business and includes all updates and changes thereto made by the Franchisor from time to time and this can be in the Business shared G drive, Telegram and YouTube. This will also include all the training, files and the training videos and links.
 
has the meaning set out in clause 19;
 
Customer

means any person in the Territory to whom the Franchisee does or may supply products and services supplied by The Conscious Crystal Collection UK LTD also trading as The Conscious Crystal Collective.
Effective Date

means the date as set out in the schedule;
Fees

means the Initial Fee and the monthly Services Fee as set out in clause 4.1.1;
Force Majeure

has the meaning set out in clause 20;
Franchise Business

means the Business operated by the Franchisee under the Method and the Trademarks in the Territory under this Agreement;
Initial Fee

means the amount set out in clause 5.1;
Initial Period

means the period as set out in clause 3.1;
Intellectual Property

means copyright, patents, know-how, trade secrets, Trademarks and other trademarks, trade names, design rights, rights in get-up, database rights, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case: (i) whether registered or not; (ii) including any applications to protect or register such rights; (iii) including all renewals and extensions of such rights or applications; (iv) whether vested, contingent or future; (v) to which the Franchisor is or may be entitled; (vi) wherever existing; and (vii) including without limitation all such rights in the Business Suite/G drive and the Method;
Method

means the means of running the Business and selling of the products and services within The Conscious Crystal Collection UK LTD also trading as The Conscious Crystal Collective, developed by the Franchisor, and set out in the Business Suite/G drive;
Premises

means the premises set out in the schedule or any alternative or additional premises as may be expressly approved in writing by the Franchisor;
Products and Services

Product Cost

means the products and services set out in the schedule;
means the Recommended Sale Price minus VAT;
Recommended Sale Price

 

 

Term

means the recommended sale price of the products and services including The Conscious Crystal Collection UK LTD also trading as The Conscious Crystal Collective set out at Appendix 1 and as amended by the Franchisor from time to time in accordance with clause 6.1.
means the period from the Effective Date to the termination (however occurring) of this Agreement, and includes any renewal;
Territory

means the United Kingdom;
Trademarks

means the Trade Marks and the domain name belonging to the Franchisor and set out in the schedule;
Value

VAT

 

Website

has the meaning given in clause 15.3.8;
means United Kingdom value added tax and any other tax imposed in substitution for it.
means the website owned and maintained by or on behalf of the Franchisor in which the Franchisee shares and promotes The Conscious Crystal Collective, products, and services to the public using the website www.consciouscrystalcollective.com.
Year

means a year of operation of this Agreement beginning on the Effective Date or an anniversary thereof and ending 12 months thereafter.
1.1.1 In this Agreement:
1.1.2 a reference to this Agreement includes its schedules, appendices and annexes (if any);
1.1.3 the table of contents, background section and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement.
1.1.4 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns.
1.1.5 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
1.1.6 a reference to a ‘company’ includes any company, corporation, or other body corporate, wherever and however incorporated or established.
1.1.7 a reference to a gender includes each other gender.
1.1.8 words in the singular include the plural and vice versa.
1.1.9 any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition, or description preceding those words.
1.1.10 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form.
1.1.11 a reference to legislation is a reference to that legislation as amended, extended, re-enacted, or consolidated from time to time.
1.1.12 a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
1.1.13 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept, or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
2 Appointment
2.1.1 The Franchisor grants to the Franchisee, who accepts, the non-exclusive rights:
2.1.2 to carry on the Franchise Business from the Premises approved by the franchisor; and
2.1.3 to use the Trademarks.
each on the terms of this agreement and within the Business Suite.

2.1.4 The rights granted under clause 2.1 are non-exclusive. The Franchisor may, during the Term, appoint any other franchisee to carry on the Business in the Territory. For the avoidance of doubt, it may also carry on the Business in the Territory itself.
2.1.5 The Franchisor may establish web-based or other distribution or marketing channels to market to and/or supply customers, whether or not within the Territory.
2.1.6 The Franchisee will not:
2.1.7 seek customers or establish any branch for the Franchise Business in any country outside the Territory but within the European Economic Area, without approval from the franchisor; or
2.1.8 solicit customers for the products and services in any country outside both the Territory and the European Economic Area without the approval from the franchisor.
2.1.9 Subject to clause 2.6 nothing in this Agreement will prevent the Franchisee from accepting any unsolicited orders from outside the Territory.
2.1.10 The Franchisee is not permitted to accept unsolicited orders outside of the European Union without the prior written consent of the Franchisor which consent may be withheld at the absolute discretion of the Franchisor.
2.1.11 The Franchisee shall not offer or grant any sub-franchise of the whole or any part of the franchise granted to it by this Agreement without the prior written consent of the Franchisor which consent may be withheld at the absolute discretion of the Franchisor.
2.1.12 The Franchisee can request consent to appoint a sub-franchisee subject to the potential additional costs and approval from the franchisor by emailing info@phoenix-rise.co.uk (anyone joining their business will need to have completed the training supplied by the franchisor)
3 Term
3.1.1 This Agreement will take effect on the Effective Date and continue for a period of two years from that date (the Initial Period), unless earlier terminated at any time under clauses 16.1, 16.2, 16.3 or 20.3.
3.1.2 Not more than six nor less than three months before expiry of the Initial Period, the Franchisee may apply in writing to renew the rights granted under clause 2.1. Time shall be of the essence for such application.
3.1.3 The Franchisor will renew the rights granted under clause 2.1 for a term to be mutually agreed between the Parties, provided that:
3.1.4 the Franchisee is not and has not been in material breach of this Agreement at the expiry date or at such date as the terms of the new franchise agreement shall come into effect.
3.1.5 the Franchisee has substantially observed and performed all its obligations under this Agreement throughout the Term.
3.1.6 the Franchisee has signed a new franchise agreement in the Franchisor's then-current form provided that: (i) the Franchisee may be obliged to pay a renewal fee; (ii) the new agreement may contain a renewal clause similar to this clause 3.3;
3.1.7 the Franchisee has at its own expense, refurbished the Premises and fixtures and fittings within the time and to the standard specified by the Franchisor to meet the latter's then-current standards (if applicable).
3.1.8 the Franchisee and such of its employees or agents as specified by the Franchisor have, at the Franchisee's expense, completed refresher or other training as specified by the Franchisor. (if applicable)
3.1.9 If the Franchisee continues, after termination or expiry of this Agreement, to continue to run the Franchise Business without entering into a renewal agreement under clause 3.3, it will be deemed to do so as a franchisee on the terms of this Agreement (including, without limitation, clause 17), which may then be terminated:
3.1.10 on one month's written notice from the Franchisor; or
3.1.11 three months' written notice from the Franchisee.
3.1.12 Subject to applicable law, neither party will have any liability to the other for damages, compensation or otherwise by reason only of the expiration of this Agreement through effluxion of time.
4 Fees and other payments
4.1.1 The Franchisee shall pay to the Franchisor during the Term of this Agreement without formal notice or demand and without abatement set-off or deduction:
4.1.2 the Initial franchise fee which shall be payable on the Effective Date – Currently £999.
4.1.3 and a Monthly Services Fee shall be payable by the Franchisee to the Franchisor during the term.  The Annual Services Fee of £147 per month shall become payable three months after the start date of the franchise and will continue throughout the term of the franchise agreement. Please see the business suite for what is included within the monthly service charge fee: such as the storage and fulfilment of the products, training, and support etc. Should such an increase become necessary, such an increase shall be no more than 5% each year reflect increases in overhead costs and inflation. For the avoidance of doubt the Monthly Services Fee shall continue to be payable if the Agreement is renewed after the Initial Period at the cost at the time under the new renewal agreement.
4.1.4 The Monthly Services Fee and all other sums payable by the Franchisee to the Franchisor under the terms of this Agreement shall be made direct to the Franchisor by bank transfer provided that the bank transfer payment is made direct to the Franchisor in accordance with the payment terms set out in this Agreement.
4.1.5 The Franchisee is not entitled to interest on any sum remitted to the Franchisor under the terms of this Agreement.
4.1.6 Interest will be payable on all sums due by the Franchisee under this Agreement at a rate of 2% per annum above the base rate of Natwest Bank. Interest will accrue daily and apply from the due date for payment until actual payment in full, whether before or after judgment.
4.1.7 All payments paid by virtue of this Agreement by the Franchisee to the Franchisor are excluding value added tax or such other tax requirement to be paid by law at the rate for the time being in force.
4.1.8 All payments under this Agreement must be made:
4.1.9 in GBP.
4.1.10 clear of any withholding taxes, duties, charges, or costs.
4.1.11 in accordance with clause 22.3.
4.1.12 The Franchisor may attribute any payment received by it from the Franchisee to any money due to the Franchisor from the Franchisee, irrespective of the designation of any such payment.
4.1.13 The Franchisor may offer you the opportunity and invite you to attend exclusive training classes which may incur additional fees. Business decisions made by the franchisor may involve a consultation with all franchisees in the Franchisor’s network. If the Franchisor believes that an event, exclusive training, or advertising campaign would benefit its network of Franchisees as a whole they may charge an additional fee after a majority positive consultation vote with all the franchisees. The Franchisor shall give at least one calendar months’ notice in writing to the Franchisee of the amount and frequency in which such fee is to be paid whilst detailing how this figure was calculated.
5 Initial obligations
5.1.1 The Franchisor will:
5.1.2 provide the Franchisee, at no charge, with the initial training set out in the Business Suite/G drive, telegram, and YouTube training.
5.1.3 supply to the Franchisee access to the Business Suite/G drive, Telegram and YouTube channel.
5.1.4 give the Franchisee reasonable assistance and advice in establishing and operating the Franchise Business; and
5.1.5 consider and, if appropriate, approve any design or trade dress for the Franchise Business proposed by the Franchisee.
5.2 The Franchisee will not begin operating the Franchise Business until:
5.2.1 the Initial Fee has been paid under clause 4.1.1;
5.2.2 all Franchisee personnel required to complete initial training have done so successfully.
5.2.3 all licences and consents necessary for the Franchisee to operate the Franchise Business have been obtained; and
5.2.4 the Franchisor has complied with its obligations under clause 5.1.
5.2.5 the franchisor has approved and provided written confirmation that the chosen venue meets the high standards required.
6 Supply of Products and Services,
6.1 Quotations for and supply to the Franchisee of Products and Services (as stated above) are subject to the Franchisor’s Recommended Sale Price. The Recommended Sale Price is subject to change by the Franchisor on not less than one calendar months’ notice written notice to the Franchisee. The current Recommended Sale Price and terms of sale are attached at Appendix 1.
6.2 Orders accepted by the Franchisor prior to a change in prices or terms being notified to the Franchisee will be fulfilled at the original prices quoted or on the previous terms applying.
6.3 the franchisor refuses the right to allow the Franchisee to sell or promote other products and services which have not been approved by the Franchisor, please email the team at info@phoenix-rise.co.uk for approval.
7 Premises
7.1​The Franchisee at its own expense shall: -
7.1.1 obtain the Franchisor’s prior written approval and consent for the use of any premises as Premises from which the Business is to be operate, such approval not to be unreasonably withheld by submitting a request via submitting an email to info@phoenix-rise.co.uk.
7.1.2 comply with all statutes planning regulations byelaws and other legal requirements relating to the operation and conduct of the Business from the Premises.
7.1.3 Operation: Should the Franchisee operate from commercial premises (as opposed to conducting the Business from home premises) the Franchisee will always:
7.1.4 keep the fixtures and fittings at the Premises in full working order;
7.1.5 keep the Premises clean and tidy.
7.1.6 maintain and operate the Premises to the standards set out in the Business Suite/G Drive, Telegram and YouTube Channel.
7.1.7 display at the Premises only the Trademarks, names and other markings approved in advance by the Franchisor.
7.1.8 display at the Premises all notices required by law and by the Franchisor.
7.1.9 Staffing: The Franchisee will ensure:
7.1.10 that the Premises are, whilst open for the purposes of the Franchise Business, staffed by approved people to the numbers and with the qualifications and training set out in the Business Suite/G drive, Telegram and YouTube channel.
7.1.11 that all such people present conduct themselves and provide Customer service to the standards set out in the Business Suite/G drive, Telegram and YouTube Channel.
8 Pricing
8.1.1 The Franchisor is free to set its own resale prices for Products and Service.
8.1.2 The Franchisor shall be entitled to recommend a Recommended Sale Price for the Products.  However, the Franchisee will consider whether to change any Recommended Sale Price, however this must not go less than the Recommended Sale Price without authorisation from the Franchisor.
8.1.3 The Franchisee may not supply Products:
8.1.4 at excessive prices which might bring the Franchisor, the Business, or the Trademarks into disrepute; or
8.1.5 without making a proper charge for them.
8.1.6 For each sale of a Product by the Franchisee to a Customer the Franchisee shall pay the Franchisor the fees set out in the Schedule (Currently 30% of the product sale).
9 The franchisor's continuing obligations
To help the Franchisee develop the Franchise Business and to maintain consistency in applying the Method, the Franchisor will:

9.1.1 Assistance and advice: provide to the Franchisee:
9.1.2 initial assistance and advice under clause 5.1.3;
9.1.3 such ongoing assistance and advice as the Franchisor deem necessary to help the Franchisee in running the Franchise Business. Such assistance and advice may cover Product, management, personnel, promotional, operational, and financial matters.
9.1.4 additional assistance and advice required by the Franchisee, at the Franchisor’s then-current rates and terms documents in the business suite/G suite, telegram, and YouTube.
9.1.5 Business reviews: hold regular reviews of the Franchise Business either online or offline.
9.1.6 Franchisee meetings: convene annual franchisee meetings either online or offline.
9.1.7 Information: provide the Franchisee with information relating to:
9.1.8 environmental, health and safety, and other regulations; and
9.1.9 market and other information.
relevant to, or which may affect the Franchise Business.

9.1.10 Business Suite: keep the Business Suite/G Suite, Telegram and YouTube channel up to date to reflect changes in the Method. The Franchisor may alter the Method and/or the Business Suite/G Suite, telegram, and YouTube Channel, in any way and at any time, and generally or with respect to franchisees or territories.
9.1.11 Marketing and promotion: at the Franchisee’s request supply promotional material which the Franchisor normally provides to franchisees.  For the avoidance of doubt all marketing materials must be purchased from the Franchisor, such costs to be met by the Franchisee and must be in the approved and aligned branding.
9.1.12 Method: continuously develop and improve the Method.
9.1.13 Premises: Should the Franchisee wish to operate from commercial premises (as opposed to conducting the Business from home premises) provide assistance in locating and setting-up Premises.
9.1.14 Products: supply Products to the Franchisee as set out in this Agreement.
9.1.15 Standard contracts: provide the Franchisee, in sufficient numbers to satisfy anticipated demand, with copies of the Franchisor's standard terms for supply of Products to Customers.  These are available via the Business Suite.
9.1.16 Training: provide to the Franchisee:
9.1.17 introductory training under clause 5.1.1; and
9.1.18 ongoing training in the Method.
10 The franchisee's continuing obligations
To maintain uniform high standards in the application of the Method and the reputation of the Business, the Franchisee will:

10A The Franchise Business

10.1.1 Conduct: carry on the Franchise Business:
10.1.2 at its sole risk and expense.
10.1.3 in accordance with this Agreement, and particularly the Business Suite, each as amended from time to time.
10.1.4 to the highest standards.
10.1.5 in accordance with good business practice.
10.1.6 during the hours set out in the Business Suite; and
10.1.7 generally, in a manner reasonably satisfactory to the Franchisor.
10.1.8 Consents: obtain and maintain all licences, consents and approvals required for the operation of the Franchise Business.
10.1.9 Management: ensure that:
the Franchise Business is managed and always run by [The approved Franchisee] or a replacement previously approved by the Franchisor.
10.1.10 no change in the composition of the board of directors or management board of the Franchisee is made without the prior written consent of the Franchisor (which it may give or withhold in its sole discretion).
10.2 Method:
10.2.1 not use the Method other than in relation to the Franchise Business.
10.2.2 follow the Method (as set out in the Business Suite, Telegram and YouTube Channel or otherwise specified by the Franchisor) faithfully and not vary or alter it in anyway.
10.2.3 not make any misleading warranty or representation in respect of the Method in running the Franchise Business.
10.2.4 Reputation: not conduct the Franchise Business in a way, or do anything or allow anything to be done, which does or may bring the Business or the Franchise Business into disrepute or adversely affect either.
10.2.5 Requirements: comply with:
10.2.6 all laws, regulations and requirements of competent bodies concerning data protection and health and safety applicable to the Franchise Business.
10.2.7 the Franchisor’s reasonable requirements from time to time.
10.2.8 Status:
10.2.9 not hold itself out as the Franchisor’s agent or pledge its credit.
10.2.10 display at the Premises a sign stating that the Franchisee operates the Franchise Business as an independent franchisee of the Franchisor.
10.2.11 otherwise make clear in all its dealings that it acts on its own account.
10.2.12 Stationery: use only stationery approved by the Franchisor.
10B People and Resources

10.2.13 Facilities: maintain sufficient facilities to carry out its obligations under this Agreement (without affecting any other obligation).
10.3 Personnel:
10.3.1 employ in the Franchise Business only persons who have successfully completed: (i) the training specified in the Business Suite; and (ii) such further training as the Franchisor requires from time to time, and who are otherwise, in the Franchisor’s opinion, sufficiently competent for the performance of their duties.
10.3.2 release employees for training as specified in the Business Suite and pay all costs thereof (including employees' salaries, travel and subsistence);
10.3.3 ensure that those involved in the Franchise Business dress, present and conduct themselves in accordance with the Business Suite.
10.3.4 treat and deal with the Franchisee’s employees and their remuneration and tax affairs properly and as required by law.
10.3.5 notify the Franchisor immediately if any director or employee of the Franchisee is arrested on the Premises or in connection with the Franchise Business.
10.3.6 obtain signed employment contracts from each person involved in the performance of the Franchise Business.
10.4 Premises:
10.4.1 carry on the Franchise Business only from the Premises.
10.4.2 comply with clause 7.
10C Marketing and Development

10.5 Development: use its best endeavours to develop the Franchise Business.
10.6 Promotion: use only marketing, advertising and other promotional material previously approved in writing by the Franchisor (approval not unreasonably to be withheld or delayed).
10.7 Social Media:
10.7.1 only advertise and promote its Business via social media, which shall comprise of pages featuring the Trademarks located on third party platforms, such as Facebook, Instagram etc (social media Pages).
10.7.2 obtain the Franchisor's prior written approval of any social media platforms on which it wishes to create social media Pages to approve the social media handle.
10.7.3 not use any of the Trademarks or similar words as part of the domain name for its usernames on the social media Pages without the Franchisor's prior written approval (such approval to be given or refused at the Franchisor's sole discretion);
10.7.4 not exhibit any third-party branding on its social media Pages that would be deemed competition with the Business, unless approved.
10.7.5 only use the Franchisor's framework social media Pages, including the initial form and content, to ensure that the look and feel of the social media Pages is consistent with the rest of the Franchisor's global internet presence.
10.7.6 at the Franchisor's request, ensure that there is a hyperlink to the Franchisor's website and that all other hyperlinks to third party websites are previously approved in writing by the Franchisor. The Franchisee will not indulge in deep linking, framing, word stuffing, or other activities detailed in the Business Suite without the Franchisor's prior written consent.
10.7.7 at all times comply with the Franchisor's social media policy and guidelines, which form part of the Business Suite. The Franchisee will procure that its employees comply in full of the Franchisor's social media policy and guidelines in respect of their personal and business-related use of social media, including where necessary, appropriate provisions in their contracts of employment and your HR policies and procedures; and
10.7.8 agree that online marketing is a rapidly developing field and that the provisions of this Clause may need to be modified in the future or that further guidelines on use of the internet may be introduced in the Business Suite.
10D Customers and Products

10.8 Customers:
Keep details of actual and potential Customers and send such to the Franchisor forthwith on
request.
 
10.9 Feedback: follow up and report promptly to the Franchisor feedback complaints, problems or claims relating to the Franchise Business or a Product in accordance with the Business Suite.
 
10.10 Products:
10.10.1 to ensure consistent Product quality, purchase Products, Equipment & Stationery only from the Franchisor, other franchisees of, or other sources previously approved in writing by the Franchisor and in sufficient amounts to satisfy anticipated demand.
10.10.2 not modify Products or their packaging without the Franchisor’s prior written agreement.
10.10.3 display all Products for sale in accordance with the Business Suite.
10.10.4 Schemes: participate in any quality control, customer satisfaction, sales, promotional or other scheme which the Franchisor may run in respect of the Product.
10E Financial and Reporting

10.11 Claims:
10.11.1 notify the Franchisor in writing, as soon and as fully as possible, of any claim in relation to the Franchise Business.
10.11.2 not make any statement, admission, or payment in relation to any claim without the Franchisor’s prior written agreement.
10.11.3 allow the Franchisor sole control of any claim.
10.12 Financial:
10.12.1 before commencing the Franchise Business register for VAT and maintain such registration throughout the Term of this Agreement.
10.12.2 file VAT and other returns when required.
10.12.3 pay all debts and outgoings of the Franchise Business promptly.
10.13 Information: provide to the Franchisor all information relating to:
10.13.1 the Franchise Business in accordance with the Business Suite; and
10.13.2 market developments in the Territory which might affect the Franchise Business or the Business generally, and supply promptly details of any person seeking to carry on a business like the Franchise Business.
10.14 Insurance:
10.14.1 insure: (i) with a major reputable insurance company; (ii) at a level of cover appropriate for the Territory or as otherwise agreed by the Franchisor; (iii) against all normal and reasonably foreseeable risks; (iv) relating to the Franchise Business and the promotion and sale of Products; (v) as set out in the Business Suite.
10.14.2 the insurance set out in clause 10.22.1 will include, without limitation; (i) public liability; (ii) product liability; (iii) employers’ liability; (iv) buildings insurance for the Premises;(v) business interruption insurance; (vi) all equipment stock and fittings used in the Franchise Business; (vii) key person insurance in respect of [specify individual]; (viii) any other insurance required in the Territory; (ix) all for the full term of this Agreement.
10.14.3 on request provide to the Franchisor proof that premiums have been paid and copies of cover notes and policies.
10.14.4 ensure that the Franchisor’s interest is noted on the policy and that the Franchisor is to receive not less than 30 days’ notice of termination; and
10.14.5 on request ensure that the Franchisor is named as beneficiary on the key person insurance policy.
10.15 Records:
10.15.1 keep full and accurate accounts and records of all sales the Products of and other matters concerning the Franchise Business and other information in such form as the Franchisor may reasonably request in monthly management accounts.
10.15.2 have accounts prepared and audited as required by law.
10.15.3 keep all accounts and records for not less than six years (or longer as required by law).
On request supply to the Franchisor with a copy of the management accounts of the Franchise Business together with a copy of the audited accounts of the Franchise Business (where relevant) and such other accounting and financial information as the Franchisor reasonably requires.
10.16 Records audit and inspection:
10.16.1 allow the Franchisor, its auditors and authorised representatives to audit and/or inspect any documents specified in clause 10.23: (i) at any time during the Term; and (ii) for six months after delivery of the final set of (audited or management) accounts to be supplied;
10.16.2 audit and/or inspection will be subject to the Franchisor giving reasonable notice (normally not less than three Business Days) to the Franchisee and will take place during normal business hours in the Territory.
10.16.3 if any audit and/or inspection shows that the Franchisee’s accounting of payments due to the Franchisor or otherwise is incorrect, the Franchisee will promptly rectify the error (in the method or system of accounting and/or the amount accounted for);
10.16.4 maintain the communications links with the Franchisor set out in the Business Suite.
11 Intellectual property
The Franchisee will:

11.1 Intellectual Property:
11.1.1 (acknowledging that all rights in the Intellectual Property belong to the Franchisor or its superior licensor and that the Franchisee may only use the Intellectual Property as specified hereunder) not take or authorise any action whereby the Trademarks (or the Franchisor's goodwill or reputation therein) or other Intellectual Property might be jeopardised or invalidated.
11.1.2 not deal or purport to deal with the Trademarks or other Intellectual Property other than under this Agreement (and in particular, not pledge them as security);
11.1.3 at the Franchisor's request and expense, assist the Franchisor in applying to protect or maintaining the validity and enforceability of the Trademarks and other Intellectual Property.
11.2 Trademarks:
11.2.1 carry on the Franchise Business solely under the Trademarks and no other name or mark.
11.2.2 use the Trademarks only in relation to the Franchise Business and in accordance with the Business Suite.
11.2.3 sell the Products only under the Trademarks and not use on or in relation to the Products in the Territory any mark other than the Trademarks and as approved by the Franchisor in writing.
11.2.4 not modify Products or packaging or alter, deface, or remove any Trademark, notice or other information on any Product.
11.2.5 comply with the Franchisor’s requirements from time to time in relation to the use and presentation of the Trademarks and the branding of the Franchise Business.
11.2.6 not without the Franchisor’s prior written agreement: (i) register or apply to register; or (ii) use, any trademark, company, business, or domain name which contains, or is the same as or colourably similar to, the Trademarks.
11.2.7 on discovering any actual or threatened infringement of the Trademarks, notify the Franchisor in writing as soon and as fully as possible.
11.2.8 comply with clause 2 in relation to any claim or proceeding relating to the Trademarks.
11.2.9 take (at the Franchisor’s expense) such action against the infringer as the Franchisor may request (but no other action).
11.2.10 The Franchisee acknowledges that any additional goodwill it may generate in the Trademarks will belong to the Franchisor.
11.2.11 Subject to this Agreement, the Franchisee may duplicate, translate, and disclose to Customers information necessary for use of the Products. All such copies will contain the notices which appear on such information and other appropriate restrictions.
12 Indemnities
12.1.1 The Franchisee will indemnify the Franchisor against all loss, damage or liability suffered by the Franchisor because of the Franchisee’s conduct of the Franchise Business or breach of this Agreement. Such indemnity will extend, but not be limited to:
12.1.2 costs, claims, damages, losses, fines, and other penalties; and
12.1.3 reasonable liabilities and expenses (including legal and other fees and disbursements) of investigating and defending any claim.
and in particular (without limitation) those arising out of: (i) use of the Method or the Trade Marks by the Franchisee other than in accordance with this Agreement; (ii) failure to comply with this Agreement or the Business Suite; or (iii) failure to comply with any law, regulation, permission, code of conduct or other requirement relating to the Premises, the Franchise Business or anything used in it or any environmental matter.

12.2 The Franchisee‘s obligations under clause 12.1 are conditional on the Franchisor notifying the Franchisee in writing of any claim as soon and as fully as possible. Subject thereto, the Franchisee will, in relation to any claim the subject of an indemnity under clause 12.1:
12.2.1 make no admission or compromise as to, or settlement of, any such claim without the Franchisor’s prior written agreement.
12.2.2 allow the Franchisor sole conduct and control of negotiations and defence of, and otherwise in relation to, such claim.
12.2.3 afford the Franchisor (at the Franchisor's expense) all assistance requested in dealing with such claim.
12.2.4 The Franchisor may withdraw or modify Products at any time, if inter alia, it thinks that they may infringe a third-party intellectual property right. The Franchisor will give the Franchisee the maximum practicable notice of such withdrawal or modification.
13 Warranties
13.1.1 No warranty, either express or implied is given by the Franchisor with respect to the validity of the Trademarks.
13.1.2 The Franchisee represents and warrants that:
13.1.3 it has taken appropriate advice on and understands its obligations under this Agreement.
13.1.4 it is not subject to any other obligation which would prevent it entering or impede the performance of its obligations hereunder; and
13.1.5 it alone will carry the risk of carrying on the Franchise Business.
13.1.6 The Franchisor does not make any warranty or give any representation as to how the Method will perform in the Territory, any aspect of how the Franchise Business will perform or the accuracy of all financial information provided by the Franchisor to the Franchisee prior to the date of this Agreement.  The Franchisee acknowledges that it has been told that if there are any representations warranties inducements or promises which it considers have been made which has induced them to enter into this Agreement it is obliged to submit a complete and comprehensive written statement thereof to the Franchisor so that an agreed form thereof may be annexed to and form part of this Agreement.  In the absence of any such written annexure the Franchisee shall be deemed not to have relied upon any representation warranty inducement or promise made or given or purportedly made or given by the Franchisor.  The Franchisee acknowledges that it has been advised by the Franchisor to discuss their intention to enter into this Agreement with its independent legal advisor and that the Franchisee has decided based on its own judgement whether or not to enter into this Agreement.  
14 Assignment
14.1.1 Subject to clause 15, the Franchisee may not assign, transfer or delegate the performance of this Agreement or any right or obligation under it. With the Franchisor's prior written consent, and subject to clause 15, it may sell the Franchise Business. This Agreement will terminate on the date of completion of any sale.
14.1.2 The Franchisor may assign or transfer this Agreement and all its rights and obligations under it to any other person at any time, on condition that the Franchisor notifies the Franchisee within a reasonable time of any such transfer. In the event of any such assignment or transfer, in consideration of the Franchisor procuring for the Franchisee and other franchisees an undertaking from the assignee/transferee to be bound by the Franchisor's obligations under this Agreement the Franchisee will re-execute this Agreement with the assignee/transferee if the Franchisor (or the assignee/transferee) requires the Franchisee to do so and the Franchisee hereby irrevocably appoints the Franchisor as its attorney by way of security for its obligations to re-execute this Agreement with the assignee/transferee.
15 Sale of the franchise business
15.1.1 With the Franchisor's prior written consent, and subject to the remaining provisions of this clause 15, the Franchisee may sell the Franchise Business. This Agreement will terminate on the date of completion of such sale.
15.1.2 Subject to the remaining provisions of this clause 15, the Franchisor will grant to the buyer of the Franchise Business an agreement for at least [Three] years from the date of sale.
15.1.3 The Franchisor's consent to the sale of the Franchise Business will be subject to the following conditions:
15.1.4 the buyer must act in good faith and at arm's length.
15.1.5 the buyer must meet the Franchisor's then-current requirements as to business experience, financial standing, and abilities.
15.1.6 the buyer must have completed successfully initial training as specified by the Franchisor.
15.1.7 the lease of the Premises must be transferred or assigned to the buyer, with the written consent of the landlord/s.
15.1.8 the Franchisee must not be in breach of any obligation under this Agreement and not having been in persistent breach thereof during the Term.
15.1.9 the Franchisee executing a release or discharge in favour of the Franchisor of all claims against the Franchisor, its officers, employees, and agents.
15.1.10 the Franchisee agreeing to indemnify the Franchisor against any claim or liability arising from the Franchisee's conduct of the Franchise Business on the terms of clause 12.1 and 12.2;
15.1.11 on the Franchisor's request, the Franchisee having the Franchise Business independently valued (the Value) (at the Franchisee's expense) by a chartered accountant agreed by the Parties or, if not agreed within [ten] Business Days, appointed on the application of either to the President for the time being of the Institute of Chartered Accountants of England and Wales. The accountant will act as expert and not as arbiter, and his decision as to the Value of the Franchise Business will be conclusive and binding.
15.1.12 the buyer must, within [five] Business Days of his initial offer, submit to the Franchisor a complete written offer to buy the Franchise Business, together with details of the buyer's business history and financial affairs and other information requested by the Franchisor.
15.1.13 the period within which the Franchisor may exercise its right under clause 15.4 has expired, or the Franchisor has confirmed that it does not intend to exercise that right.
15.1.14 The Franchisor will have an option to buy the Franchise Business for the same amount (or, if lower, the Value) and on the same terms as those of any purchase offer submitted by a third party buyer pursuant to clause 15.3. The terms of such option are:
15.1.15 the option may be exercised by written notice to the Franchisee within [20] Business Days of supply to the Franchisor of the offer and other information set out in clause 15.3.9;
15.1.16 the terms of the third-party offer may not be varied during such period.
15.1.17 if the Franchisor does not exercise its option under this clause 15.4 but agrees to the sale to the buyer, the buyer must, on exchange of contracts, and as a condition of sale, deposit [15]% of the purchase price with the Franchisor's solicitors as agent for the buyer;
15.1.18 on completion of the sale, the buyer must pay the balance of the purchase price to the Franchisor's solicitors as agent for the buyer. The Franchisor may deduct any monies then owing from the Franchisee to the Franchisor and must remit the balance to the Franchisee within [20] Business Days.
15.1.19 if the Franchisor exercises its option to purchase, the lease of the Premises must be assigned to the Franchisor subject to the then-current Standard Conditions of Sale and on terms that: (i) no deposit is payable; (ii) the sale will be with vacant possession on completion; (iii) sale will be with full title guarantee; and (iv) the Franchisee will take such action as requested by the Franchisor to give effect to the provisions of this clause.
16 Termination
16.1.1 This Agreement may be terminated at any time by the Franchisor if:
16.1.2 the Franchisee commits a material breach, or series of breaches resulting in a material breach, of the Agreement and such breach is not remediable or is not remedied within 14 days of written notice to do so.
16.1.3 the Franchisee passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the other, or a winding-up order is made in relation to the other.
16.1.4 a receiver or administrative receiver is appointed in relation to the Franchisee or any of its assets.
16.1.5 the Franchisee compounds with, or makes an application to court for protection from, its creditors generally.
16.1.6 the Franchisee takes or suffers any similar action in any jurisdiction.
16.1.7 there is a material change in the management, ownership, or control of the Franchisee; or
16.1.8 the Franchisee is subject to an event of Force Majeure under clause 20; or
16.1.9 the Franchisee gives to the Franchisor any false or misleading information or makes any material misrepresentation or misstatement in connection with obtaining this Agreement or at any time during the Term of this Agreement including but without limitation a failure to disclose past convictions of criminal offences.
16.1.10 the Franchisee has been in persistent breach of this Agreement.
16.1.11 the Franchisee or any of its senior employees brings the Franchisor into serious disrepute.
16.1.12 the Franchisee or any of its senior employees is convicted of an offence involving dishonesty.
16.1.13 any part of the Franchise Business or the Franchisee's assets is lawfully seized; or
16.1.14 the Franchisee fails to commence the Franchise Business or takes any steps to cease it.
16.1.15 The Parties understand and agree that this Agreement shall terminate immediately without notice or opportunity to remedy if for any reason the Franchisee shall not register or shall cease to be registered for value added tax.
16.1.16 The Franchisee has the right to terminate this Agreement at any point during the Term.  Any remaining Ongoing Fees due for the remaining period of the Term shall be paid in full as full and final settlement.
16.2 On termination:
16.2.1 clause 17 will apply.
16.2.2 all rights and licences granted to the Franchisee under this Agreement will cease, and the Franchisee will cease to operate the Franchise Business and sell Products.
16.2.3 the Franchisee will immediately cease to represent itself as having any right in relation to the Franchise Business and will make no further use of the Business Suite, the Intellectual Property or other property of the Franchisor.
16.2.4 all outstanding invoices and other sums owed by the Franchisee to the Franchisor will be paid within the earlier of 30 days of termination and 30 days from the date of a VAT invoice for such amounts.
16.2.5 the Franchisor may at its option re-purchase all Products then in the Franchisee's possession or control at cost. If it does not notify its intention to do so within 10 days of termination, the Franchisee may sell such Products under this Agreement within a further 80 days of termination.
16.2.6 the Franchisee will return or (at the other’s request) destroy all Confidential Information and other property of the Franchisor then in its possession or control and will certify in writing (by a senior officer) that this has been done.
16.2.7 the Franchisee will return or (at the Franchisor’s request) destroy all promotional and marketing material relating to the Products in its possession or control and will certify in writing that this has been done.
16.2.8 the Franchisee will re-deliver to the Franchisor all copies of the Business Suite and all stationery and signs bearing the Trademarks.
16.2.9 Termination will be without prejudice to the accrued rights and liabilities of the parties.
16.2.10 Any provision that is expressly or by implication intended to survive termination and/or expiry, shall survive termination and/or expiry of this Agreement.
17 Restrictive covenants
17.1.1 The Franchisee will:
17.1.2 not during the Term and for 12 months after it be engaged, concerned, or interested directly or indirectly in the Territory in a business which competes or may compete with the Business except for a financial interest which does not allow the Franchisee to influence the economic conduct of such business.
17.1.3 not for 12 months after the Term be engaged, concerned, or interested directly or indirectly in a business which competes with the Business and operates within a radius of [three] miles from the Premises or any premises where the Franchisor or any of its franchisees carries on the Business except for a financial interest which does not allow the Franchisee to influence the economic conduct of such business.
17.1.4 not for 12 months after the Term:
(a) on its own behalf or that of any other person seek to sell or obtain orders for Products from any person who at the date of termination of this Agreement is a customer of, or in the habit of dealing with, the Franchisor or any of its franchisees.
(b) hold itself out as connected or having been connected with or interested in the Business, the Trademarks or the Franchise Business.
17.1.5 not for 12 months after the Term on its own behalf or that of any other person solicit or entice away from the Franchisor, its franchisees, or other agents any person who at termination of this Agreement is employed by the Franchisor or its franchisees or other agents or provides services to any such person in connection with a business like the Franchise Business.
17.2 The Franchisor and the Franchisee agree that the restrictions contained in clause 17.1 are reasonable in all the circumstances. However, they agree that if, taken together, they are held to go beyond what is reasonable for protection of the Franchisor’s interests but would be reasonable if the wording were deleted, they will apply with such words deleted.
18 Anti-bribery
The Franchisee shall not (and will procure that no person acting on its behalf shall) directly or indirectly make or facilitate:

18.1.1 any expenditure for any unlawful purposes in connection with the Business or in connection with any activities in relation thereto; nor
18.1.2 any offer, payment or promise to pay any money or to give anything of value to any government official, political party, or any other person with a view to influencing any action or decision of such person; nor
18.1.3 commit or consent to or participate in any other way in any act of bribery (howsoever called) under the laws of any jurisdiction.
19 Confidentiality
19.1.1 The Franchisee will not, without the Franchisor's prior written consent, disclose (other than under clause 19.3):
19.1.2 the existence of and terms of this Agreement.
19.1.3 any information relating to the customers, products, plans or otherwise to the business or affairs of the Franchisor which is obviously confidential or has been identified by the Franchisor as such; or
19.1.4 any information developed by the Franchisor in performing its obligations under, or otherwise pursuant to this Agreement.
all such matters together are Confidential Information.

19.1.5 The Franchisee will not use the Franchisor’s Confidential Information except as required to perform this Agreement.
19.1.6 Disclosure of Confidential Information may be made to the Franchisee's officers, employees, professional advisers and consultants and other agents, in each case on condition that the Franchisee is responsible for compliance with the obligations of confidence hereunder.
19.1.7 Confidential Information does not include information which:
19.1.8 is or becomes public other than by breach of this Agreement.
19.1.9 was before this Agreement or becomes known to the Franchisee without breach of confidence.
19.1.10 is independently developed by the Franchisee without using information supplied by the Franchisor; or
19.1.11 is required to be disclosed by law or regulatory authority.
19.1.12 A reasonable number of copies of Confidential Information may be made and used subject to this clause.
19.1.13 This clause 19 will remain in force two years from termination of this Agreement.
20 Force majeure
20.1.1 Force Majeure means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations hereunder. Inability to pay is not Force Majeure.
20.1.2 A party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
20.1.3 promptly notifies the other of the Force Majeure event and its expected duration; and
20.1.4 uses reasonable endeavours to minimise the effects of that event.
20.1.5 If, due to Force Majeure, the Franchisee:
20.1.6 is or will be unable to perform a material obligation; or
20.1.7 is delayed in or prevented from performing its obligations for a continuous period exceeding.
the Franchisor may, within 30 days, terminate this Agreement on immediate notice.

21 Liability
21.1.1 Neither party excludes or limits liability:
21.1.2 for death or personal injury caused by its negligence; or
21.1.3 under any indemnity given by it hereunder (but without prejudice to the affected party's obligation to prove its loss).
21.1.4 The Franchisor will be liable to the Franchisee for direct damage to tangible property in an amount which will not exceed [£1,000,000] per incident or series of related incidents caused by the failure of any Product, as supplied by the Franchisor to the Franchisee, to comply with its specification or applicable product liability laws or regulations in force. The Franchisee will promptly notify the Franchisor of any such failure.
21.1.5 Neither party will be liable for:
21.1.6 loss of data or use.
21.1.7 any form of indirect, consequential, or special loss; or
21.1.8 any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether such loss is direct or indirect.
and, in each case, however arising.

21.2 Other than as set out above, the Franchisor limits its liability (however arising) in respect of or in connection with the Products as set out in its then-current terms of sale, and otherwise in connection with this Agreement to [insert limit] pounds sterling.
21.3 The Franchisor gives no warranty in respect of the Products except as set out in its then-current terms of sale.
22 General
22.1.1 Time. Unless stated otherwise, time is not of the essence of any date or period herein.
22.1.2 Interest
22.1.3 Interest will accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.
22.1.4 Set-off. The Franchisee may not set off any amount the Franchisor owes it against any amount it owes the other in relation to this Agreement. All payments hereunder will be made without set-off or counterclaim, free and clear of and without deduction for all taxes, levies, duties, charges, and withholdings of any kind now or in future imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.
22.1.5 Relationship. The parties are independent businesses and not principal and agent, partners, or employer and employee.
22.1.6 Variation. Variations to this Agreement will have effect when agreed in writing.
22.1.7 Severability. The unenforceability of any part of this Agreement will not affect the enforceability of any other part.
22.1.8 Notices. Notices under this Agreement will be sent to the persons and addresses set out in the schedule. They may be given, and will be deemed received:
22.1.9 by first-class post: two Business Days after posting.
22.1.10 by airmail: seven Business Days after posting.
22.1.11 by hand: on delivery.
22.1.12 by facsimile: on receipt of a successful transmission report from the correct number; and
22.1.13 by email: on receipt of a delivery or read return mail from the correct address.
22.1.14 Waiver. No delay, act, or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
22.1.15 Further Assurance. The parties will do all further acts and execute all further documents necessary to give effect to this Agreement.
22.1.16 Rights of Third Parties. This Agreement is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
22.1.17 Priority. The terms of this Agreement prevail over those of its Schedule and Appendices.
22.1.18 Entire Agreement. This Agreement is the entire agreement between the parties in relation to its subject. No other terms apply.
22.1.19 Succession. This Agreement will bind and benefit each party’s successors and personal representatives.
22.2 Governing Law & Jurisdiction
22.2.1 This Agreement will be governed by the law of England and Wales.
22.2.2 Disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales.
Without prejudice to clauses 22.14.1 and 22.14.2 above, the Franchisor shall nevertheless still have the right to apply at any time for injunctive, other interlocutory or emergency relief to the High Court in London.

 

EXECUTED as a deed by the parties on the date set out at the head of this deed.

Executed as a deed by the Franchisor [Claire Garner], [acting as a director or The Conscious Crystal Collective]
 
 
 
.................................................
[signature]
This has been signed by ticking the approve to proceed box on the sales page.
Executed as a deed by the Franchisee. [named on the sales page] This has been signed by ticking the
approve to proceed box on the sales page. 
 
 
 
.................................................
[signature]
This has been signed by ticking the approve to proceed box on the sales page.
 
THE SCHEDULE
Part A
The Parties
The Franchisor Marie-Clare O’Brien also known as Clare Garner

The Franchisee as named on the checkout from the onboarding form.

Part B
Effective Date
On the date that the tick to proceed specify date on which the parties

Part C
Premises
Approved home or business address

Part D Products
All crystals in stock and held by the Conscious Crystal Collective ltd.

 

Part E
Trademarks
Specified trademarks, registered marks by country and class, unregistered marks by country and products of use as substituted by the Franchisor from time to time. (Please see the brand assets in the business suite, G-Suite, Telegram files.

Part F
Fees
 
For each sale of a Product by the Franchisee to a Customer the Franchisor shall pay the Franchisee 30% of the Product Price.
 
For example:
 
Recommended Sale Price ​​​​£30.00 (inclusive of VAT)
VAT​​​​​​​£5.00
Product Cost ​​​​​​£25.00
Minus commission of 30% on Product Cost​​£7.50
 
Total to be paid by the Franchisee.
to the Franchisor for the product and costs​​£17.50
 
For each sale of a Product made by Customers via the Website (where the Franchisee has referred the Customer to the Website) the Franchisor will send a paid invoice to the Franchisee together with a statement setting out the percentage of the Product Cost of the Products payable by the Franchisor to the Franchisee.
 
 
 
APPENDIX 1
CURRENT PRODUCT/SERPVICE PRICE LIST AND TERMS OF SALE
 
Please see the Business suite, G-suite, Telegram, and website for up-to-date prices
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