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FRANCHISE AGREEMENT

FRANCHISE AGREEMENT

 

This Memorandum of Understanding (MOU) is made on ______________ by and between :

1) PRNV SERVICES a Proprietorship based company,  Proprietor Kolanupaka Navya D/O K. P. Rama Rao, aged about 25 years, Occupation. Business. Aadhaar No: 5922 0979 2122 And PAN No. GJIPK2013Q. GSTIN 36GJIPK2013Q2ZU  through its GPA holder K. P. Rama Rao S/O K. V. KishanRao aged about 56 years, Occupation: Business, R/O  Hyderabad,Telangana State. AADHAAR NO. 8789 0375 6622,  (Given Registered General Power of Attorney (GPA) executed on 04.09.2019 vide Bk – 4, CS No 637/2019 &Doct No 620/2019 incorporated on 09.09.2019. Registered office at # Flat No. 202, H. No. 7-1-455/2 & 3/6, Mahindra Residency, beside Aditya Trade Centre, Ameerpet, Hyderabad – 500 016 (hereinafter referred to as the “Company”, which expression shall be deemed to mean and include its successors and permitted assigns),                                                                           

AND

2) _________________________________son/daughter/wife of ________________________________

residing at __________________________ (hereinafter referred to as the “Franchise” which expression shall be deemed to mean and include its successors and permitted assigns).

The Company and the Franchise may also be individually referred to as the Party or Parties.

                                                      RECITALS_________

whereas the Company provides multiple services inter alia such as plumbing, electrical repair, home cleaning, appliance repairs, home beauty services, carpentry services, painting services, pest control, fitness services, laundry services, laptop repair and mobile repair and other convenience services, that is A to Z services to end customers (such customers called as the “Company Customers”). Whereas the  Franchise and its/his/her employees (such employees of the  Franchise, shall hereinafter be referred to as the “Associates”) provides services more fully mentioned herein below (“Services”).

5) Whereas the company has agreed to engage the services of the Franchise and the Associates and the Franchise has agreed to provide the Services in accordance with the terms and conditions of this MOU set forth in Exhibit A.

  1. A) Franchise Premises:
  2. B) Franchise and Associates Details
  3. C) Services to be rendered
  4. D) Please attach rate card and validity period of rate card.
  5. E) Warranty Period
  6. F) Service Referral Fee
  7. G) Security Deposit
  8. H) Term of Agreement

 

                                                              EXHIBIT A

  1. EFFECTIVE DATE AND TERM

1.1. The Parties hereby agree that the Effective date of the MOU shall be the date on which both parties execute this MOU.

1.2. This MOU shall be valid for the Term specified. This MOU may be renewed on the mutual agreement of the Parties on terms and conditions mutually agreeable to the Parties.

  1. SERVICES AND RESPONSIBILITIES OF THE FRANCHISE

2.1.  The Franchise and/or the Associates shall provide the Services to the Company or the Company Customers.

2.2.  The Franchise and/or the Associates shall provide the Services in the timelines and at the cost agreed by the Parties.

2.3. Whenever the Company is required to engage the services of the Franchise, the Company shall issue a job card, which will contain project specific details, along with the concerned instrument or with details of the service required to be rendered by the Franchise. The said job card may be issued to the Franchise through a letter, the Company`s mobile application, short messaging service (SMS), or through an email.

2.4. The Franchise shall ensure that it provides the Services with due care, and with superior quality standards. The Franchise acknowledges and assures that he and/or any of the Associates have the required qualification and experience in compliance with the best practices applied in the field of such Services and in compliance with all legal provisions and applicable standards with respect to the provision of Services.

2.5. Deliverables of Services shall be subject to acceptance by the Company and/or the Company Customer, as the case may be. The Franchise shall provide a Warranty Period immediately after the deliverable of the Services provided by the Franchise and/or the Associates. Any complaints or issues with the services shall be addressed without additional charge by the Franchise within the Warranty Period.

2.6 The Company shall appoint a representative who will co-ordinate with the Franchise with regards to the deliverable under this MOU and shall address the outstanding issues and disputes hereunder.

2.7. The Franchise understands and acknowledges that it shall be the Franchise for the Company Customers and it shall be responsible for the delivery of Service. The Franchise shall be directly responsible for any deficiency in service, loss or damage of goods and acts, omissions or misdeeds by the Franchise and/or the Associates. Any claims as against the Company in relation to the Services shall be a direct claim as against the Franchise and the Company shall not be responsible to Company Customer for the acts or omissions of the Franchise/ or the Associates.

2.8. The Franchise understands and acknowledges that it shall be his and/or the Associates` primary responsibility to complete any Services that have been assigned to him by the Company. The Franchise further acknowledges and agrees that these Services shall be executed by him and/or the Associates within the time frame provided by the Company. In the event  that the Franchise and/or the associates fail to execute these Services within the provided time frame, then the Franchise acknowledges and agrees that the Company may appoint another Franchise to provide the said Services to the Company`s Customers.

2.9. The Franchise shall be responsible for being adequately equipped to receive through the Client`s mobile application or its website.

2.10. The Franchise agrees to implement and adhere to the process changes of the Company that may be upgraded or updated from time to time.

2.11. The Company may not provide any equipment related for the work to be completed by Franchise. The Franchise has to provide all necessary equipment to complete the work.

2.12. The Franchise agrees to undertake utmost care while providing services to the Company`s Customers. In the event that any material or physical damage is caused to the Company`s Customers, then the Franchise agrees that the Company shall not be held liable for any such damage and that any compensation arising out of such damage to the Company`s Customer shall be paid by the Franchise directly to the Company`s Customer. 

2.13. In the event that any item needs to be picked up from the Company`s Customers then the Franchise shall inform the Company about the details of what is to be picked up along with the reason for doing so. The Franchise agrees that it shall be the responsibility of the Franchise to take utmost care of the picked up item. In the event that there is any mishandling of the item, or if the item goes missing while in the custody of the Franchise, then the Franchise agrees or all claims against damages/theft/misplacement, shall be the financial liabilities of the Franchise, and undertakes and agrees that the Company shall not be liable to pay any compensation to the Company`s Customer.

2.14. The Franchise acknowledges and agrees that he shall be responsible for all the acts, deeds and services performed by the Associates.

  1. PAYMENT TERMS, TAXES AND AUDIT.

3.1. The service fee chargeable by the Franchise shall be agreed as per a pre-determined rate card. The Company will remit the Franchise the service fee collected from the Company Customers for the services successfully rendered within 15 business days of the service.

3.2. The Franchise shall raise an invoice on the Company on the 15th and last day of each month for Services successfully rendered by the Franchise to Company Customers for the period from the 1st to 14th and 15th to the last day of each Calendar Month respectively. Undisputed invoices will be paid by the Company within 15 business days from receipt of the invoice.

3.3. Any disputed amounts shall be cleared on mutual discussion and agreement of both the Parties, after receipt of feedback from the Company`s Customer.

3.4. All amounts will be paid to the Franchise in the form wire transfer, cheque or demand draft and subject to applicable tax, levy or similar governmental charge that may be assessed by any duly constituted taxing authority. Any withholding of payments towards income tax, if applicable, shall be made by the Company.

3.5 During the Term of this MoU, if necessary, the Company may with prior notice request and gain access to the Franchise`s, premises and any venue at which Services are provided where such Services are not open to public, to determine and verify that the Franchise is in compliance with the requirements set out in this MoU. The Company shall ensure that it shall remain in such premises for such duration reasonably necessary to achieve its purpose and not disrupt Franchise`s operations.

3.6 The Franchise agrees to provide the company with an interest free refundable security deposit of such amount as may be specified by the company from time to time to secure the performance of the Company`s obligations under this MoU for reason, including without limitation, failure to complete any task from the customer, failure to return customer equipment or appliances, non-conformance with this MoU or any other indications of performance problems related to the Franchise. The Company may increase or seek replenishment of such Security Deposit depending on the performance and deliverables from the Franchise. If the Franchise does not provide the Security Deposit or such increased amount within seven (7) days of receipt of notice for the same, Company reserves the right to suspend and/or immediately terminate the MoU and set off such amount payable by the Company to the Franchise with the Security Deposit.

  1. NON-EXCLUSIVITY, NO MINIMUM GUARANTEE AND NON COMPETE.

4.1 The Company reserves the right to appoint any other Franchise for performing and implementing the Services and the Franchise shall have no objection for the same.

4.2 The Franchise agrees and acknowledges that the Company has not made any minimum guarantee of revenue levels achievable by, or minimum number of referrals to the Franchise through this MoU.

4.3 The Franchise shall ensure that any information relating to the Services, the details of the Company Customers, and these terms of engagement shall be confidential and proprietary to the Company. The Franchise and/or the Associates shall not use or disclose such information to any third parties or use such information for its own business purpose, except to provide the Services. The Franchise and/or the Associates agrees not to indulge, directly or indirectly in any activities that may be considered to be prejudicial to the interest of the Company.

4.4 The Franchise agrees and acknowledges that, during the Term and upon termination of the MoU, it shall not directly or indirectly contact, up sell, market or undertake any business in any form or manner with the Company Customers, except where such contact and business is related to the Services and which are specifically undertaken through the Company. It is clarified that any business or service to be provided by the Franchise to the Company Customers shall only be provided through the Company.

  1. IDEMNITY

5.1 The Parties hereby agree to indemnify each other from and against any and all claims, demands and actions, and any liabilities, damages or expenses resulting there from, including court costs and reasonable attorney`s fees arising out of or relating to the terms of this MoU. The Franchise specifically agrees to indemnify the Company for any claims, damages, demands or actions and any liabilities, losses, damages or expenses incurred by the Company and/or the Company Customer in respect or the Services provided by Franchise and/or the Associates to the Company and/or the Company Customer.

5.2 The Company`s total cumulative liability for damages of any kind arising out of this MoU shall be limited to the service referral fee paid to the Company under this MoU for a cumulative period of 3 months immediately preceding such action for indemnity.

  1. CONFIDENTIALITY AND PRIVACY.

6.1 The Parties agree that information which is proprietary and confidential in its very nature exchanged or disclosed by one Party to the other shall be kept confidential and shall not be disclosed or given to any third party or made use of in any manner otherwise than for the purposes agreed herein, during and after the expiry or termination of this MoU without the prior written consent of the disclosing Party. It is clarified that the terms of this MoU shall remain confidential between the Parties.

6.2 The Franchise agrees and undertakes that the Franchise shall retain any Company Customer related information as confidential and private and shall not disclose such information except on a need to know basis and to perform its services under this MoU.

  1. TERMINATIONS.

7.1 This MoU may terminate without cause, by either Party giving a written notice of thirty (30) days to the other Party.

7.2  A Party shall have the right to terminate this MoU with immediate effect in the event:

     (a) The other Party materially breaches any provision of this MoU and fails to effect such remedy to the reasonable satisfaction of the other Party within the period not exceeding thirty (30) days as notified in the written notice by the other Party; or

     (b) Either Party ceases to conduct business or becomes ineligible to do so, becomes or is declared insolvent or bankrupt, becomes the subject of insolvency or bankruptcy proceedings.

7.3 Termination or expiration of, and withdrawal from, this MoU, for any reason, shall be without prejudice to all accrued rights, liabilities and remedies of the Parties.

7.4 Within seven (7) business days from the termination of this MoU, the Franchise shall raise a final invoice on the Company for pending payments and invoices and the Company shall clear all such undisputed invoices within fifteen (15) business days from the receipt of such final invoice. Any disputed amounts shall be resolved by the Parties for an efficient and final closure. The Company may set off the security deposit as against any outstanding amount payable to the Franchise. If the Security Deposit is in addition to the amount finally payable to the Franchise, the Company shall return such additional Security Deposit amount to the Franchise, the Company shall return such additional Security Deposit amount to the Franchise.

7.5 Sections 2.7, 5.1, 5.2, 6.1, 6.2, 7.4 and this Section 7.5 shall survive the termination of this MoU for a period of 3 years from the termination hereof.

  1. GENERAL.

8.1 The Parties are independent contractors. No agency, partnership, joint-venture, employment or formal business organization of any kind is created by this MoU and neither Party shall have the authority to bind the other.

8.2 The Franchise shall not assign, transfer or subcontract its rights and obligations under this MoU (In whole or part) without the prior written consent of the Company.

8.3 No waiver of any breach of this MoU shall be deemed to be a waiver of any other or of any subsequent breach. The failure of either Party to enforce at any time any of the provisions of this MoU shall in no way be interpreted as a waiver of such provision.

8.4 In the event that any or any part of the provisions contained in this MoU be determined invalid, unlawful or unenforceable to any extent, such terms, condition or provision shall be severed from the remaining provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.

8.5 This MoU replaces and supersedes any prior understandings, communications and representations whether verbal or written. This MoU may only be amended by execution of a written document duly signed by the Parties.

8.6 This MoU together with Exhibit A and the job card raised for an assignment shall constitute the entire agreement between the Parties. Any amendments in the clauses of this MoU can be effected as an addendum, after the written approval from both the Parties.

8.7 The Franchise shall not directly or indirectly solicit or accept any person or entity which was introduced to the Franchise pursuant to the terms and conditions set forth herein without treating such person or entity as a Company Customer, unless explicitly instructed otherwise by the Company.

8.8 The Franchise confirms that the he/she has no past or ongoing criminal proceedings, and further has no objection if the Company intends to carry out any background verification in respect thereof or on any other matter.

8.9 The Franchise confirms that he has not paid any amount to any person in the Company for engaging with the Company. The Franchise further acknowledges and agree that the Franchise has no lien of employment from the company.

8.10 The Franchise understands and agrees that Company uses location based services and his physical location may be automatically tracked through the mobile device.

8.11 The Franchise agrees and understands the risks of providing the services at a third party location. Company will not be liable for any undue mishappening against the Franchise.

  1. NOTICE GOVERNING LAW AND DISPUTE RESOLUTION

9.1 Any notice or other writing to be given by any Party to the other Parties in connection with or under this MoU or for the purposes of this MoU shall be in writing and in English. Any such notice may be given by personal delivery or by registered courier or by fax (followed by courier) to the address of the parties set forth herein.

9.2 The interpretation, construction and performance of this MoU shall be governed exclusively by laws of India and the Parties expressly submit to the exclusive jurisdiction of the courts of Hyderabad.

9.3 In case of any dispute or differences arising out of this MoU, each party may as soon as practicable give to other party notice in writing of the existence of such questions or disputes specifying its nature and the point of issue. If the parties cannot resolve the matters by a mutually acceptable solutions within Fifteen (15) business days, the said dispute or difference shall be referred to and settled by arbitration under the provisions of the Arbitration & Conciliation Act, 1996. The Arbitration proceedings shall be held in Hyderabad.

IN WITNESS WHEREOF the parties hereto have caused this MoU to be duly executed on the day and year first above written.

 

 

 

 

                                                  

 

 

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