FRANCHISE AGREEMENT
This Masala Café franchise agreement ("Agreement") contains the terms and conditions that govern your (“Franchisee”) participation in the Masala Café Franchise program ("Program") and provision of sales and distribution, thereunder to Masala Café ("Masala Cafe" or “Franchisor”). Under this Program, franchisee can earn margins/commission charges by performing sales for Masala Cafe, subject to eligibility conditions as may be imposed by Masala Café as part of the Program.
By registering to the franchise program by filling the form given in the website and by checking the box indicating that you agree to the terms and conditions of this Agreement: (a) you agree to be bound by this Agreement; (b) you hereby represent and warrant the terms provided below (Franchisee’s Obligations) including that that you are lawfully able to enter into contracts and that you will remain in compliance with this Agreement; (c) you hereby represent and warrant that you are lawfully able to enter into contracts (e.g., you are not a minor), and (d) if this Agreement is being agreed to by a company or other legal entity, then the person agreeing to this Agreement on your behalf hereby represents and warrants that he or she is authorized and lawfully able to bind your company or entity to this Agreement.
This Agreement (including the terms and conditions and other policies of the website (www.masalacafé.store) is the entire agreement between you and masala café in connection with the Program and automatically terminates and supersedes all prior agreements and discussions, including any online or physical version of this Agreement that may have been executed by you prior to agreeing to this Agreement.
For the purpose of this Agreement, "Franchisee" shall mean an individual or entity that is authorized or permitted, under this Agreement, for the sale or distribution of masala café products within a specific geographic area or at a specific location and are permitted to use the trademark of Masala Café in connection with its trade. Further, "you" or "your" are hereinafter referred to as the "Franchisee". Further, Masala Café and the Franchisee are hereinafter individually referred to as "Party" and collectively referred to as "Parties".
The Franchisee further accepts and acknowledges the following:
1. The Franchisor offers to grant the right to sell, distribute various spices and masala products of Masala Café by the way of Program to which the Franchisee accepts by registering and making the payment of requisite consideration.
2. Grant Of Franchise: In consideration of the onetime professional consultancy fees and the other payments, which shall be paid by the Franchisee at the time and in the
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manner as agreed between Masala Café and Franchisee, and in further consideration of the observance and performance of the undertakings on the part of the Franchisee, the Franchisor grants to the Franchisee the right to sell, distribute, promote the Masala Café products at the Location for the Term.
3. The Franchisee’s Obligations: The Franchisee covenants and agrees with the Franchisor promptly to perform and observe the following covenants and conditions:
a) To commence the business after making the payment of the stipulated consideration amount.
b) That it shall not sell, display or otherwise deal in any goods which are in any way similar to the goods sold or dealt in by Masala Café.
c) Actively promote the Masala Café products and to exercise best endeavours in the conduct of the business and to promote the mutual business interests of the Franchisor and the Franchisee and shall cause to be provided at the Location such of the Products as are stipulated by the Franchisor from time to time.
d) That it shall not use Masala Café's trade name and/or trademark in any manner other than that which is permitted by Masala Cafe.
e) That it shall furnish to Masala Café at such intervals as they may required certified stocks statement of the stock of all goods held by the Franchisee giving full and correct particulars thereof.
f) That it shall keep proper accounts of all Stocks received, sold, damaged and furnish to Masala Café.
g) That it shall be responsible for any loss or damage sustained to the Products while in the custody of the Franchisee.
4. The duration of this Agreement shall be for a period of one (1) year commencing from the date of payment of the franchisee charges and in the expiry of this period of earlier, the Agreement may be extended for such further period and on such terms as the parties may be mutually agree.
5. This Agreement is however terminable as follows: By either party giving the other fifteen (15) days notice in writing; By Masala Café unilaterally without assigning any reasons.
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6. In consideration of the foregoing, the Franchisee shall be entitled to a margin of / commission at the rate of......% of the net purchase price/ MRP of the Stocks.
7. This Agreement or the benefit there from shall not be assignable or transferable by the Franchisee in favour of anyone without prior written consent of Masala Cafe.
8. Masala Café makes no promises or representations whatsoever as to the amount of business that the Franchisee can expect at any time under this Program.
9. Products: Only to sell the Products, which are specified by the Franchisor and which may be purchased from the Franchisor alone. In no case will the Franchisee stock or sell any goods other than the Products and goods which the Franchisor otherwise deems to be unsuitable for sale by you. The Franchisee shall pay for all Products acquired by him from the Franchisor according to the terms of payment as notified in writing from time to time by the Franchisor to the Franchisee.
10. Notwithstanding that risk in any Products supplied by the Franchisor to the Franchisee, shall pass to the Franchisee upon delivery, full legal and equitable title and interest in all and any Products supplied to the Franchisee shall remain in the Franchisor and shall not pass to the Franchisee until the Franchisor shall have received payment in full of all amounts due and owing from the Franchisee to the Franchisor for the time being (including any interest accruing and owing to the Franchisor) and from time to time in respect of all such Products supplied by the Franchisor to the Franchisee at any time.
11. The Franchisor shall pay the cost of delivery for the Products.
12. Non-modification of products: To sell the Products in the same condition as that in which it receives them and not to alter or remove or tamper with them or any markings or brand names or indications of the source of origin on them or any packaging supplied by the Franchisor except putting such notices as are required by the packaging laws of India and will inform the Franchisor of any such laws and the alterations made for the compliance thereto.
13. To be only sold to the end-users: Not during the term of this Agreement or any renewal or extension thereof without the written approval of the Franchisor, sell the Products other than to end-users.
14. Maximum Prices: Not to charge customers prices in excess of the prices specified by the Franchisor in writing from time to time.
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15. Maintain Stocks: To commence the Business with a level and type of stock-in-trade of the Products as are in writing specified by the Franchisor and to maintain at all times during the Term, stocks of the Products at a level and of a type approved by the Franchisor from time to time.
16. To ensure that all stock is maintained in accordance with the Franchisor’s instructions and recommendations and to the standards prescribed by the Franchisor in writing from time to time.
17. Books of Accounts: To keep such books of account and records and operate such finance and accounting and stock control systems for the Business in accordance with proper and accepted accounting practices and accurately maintain them up to date at all times. To provide the Franchisor with true copies of required documents pertaining to the business in accordance with proper and accepted accounting practices, which shall be provided no later than 30 days upon request by Franchisor.
18. Payments And Schedule: To pay to the Franchisor (or as the Franchisor directs) as per the relevant dates (time being of the essence): One time professional fee of Rs. 1000/- (Rupees One thousand only) excluding GST or any other applicable taxes towards providing the professional consultancy for the Program, which shall be payable prior to the Commencement of Business by the Franchisee.
19. No authorized representation: Not to make any representations, statements or warranties about the Program other than those which are expressly permitted by this Agreement or which the Franchisor may first authorise in writing.
20. Right to inspection: To permit officers, servants and agents of the Franchisor during normal hours of business to inspect and observe the Program, and all parts of the Location; the stocks of the Products held by the Franchisee and the manner in which the goods are displayed and sold by the Franchisee. To permit the Franchisor and its servants and agents to inspect and copy, books of account, records, finance and accounting systems at the Location.
21. Maintain confidentiality: To maintain strict confidentiality about the methods of the Franchisor including any manuals issued by the Franchisor, any technical know-how, trade secrets, product information, market opportunities, advertising and publicity materials belonging to the Franchisor, both during the currency of this Agreement and after it is terminated. To take all steps necessary to ensure that the Franchisee’s nominees, employees, agents and sub-contractors also observe such requirements of confidentiality as stipulated herein and shall cause such nominees, employees, agents or
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sub-contractors to enter into a confidentiality Agreement in a form approved by the Franchisor. The Franchisee and his nominee, employees, agents or sub-contractors shall not during the currency of this Agreement and after its termination disclose any Confidential Information received by any of them from the Franchisor in the course of the Program unless such disclosure is required by law and will inform the Franchisor of any such disclosure that they are compelled to make. The Franchisee and his nominees, employees, agents or sub-contractors shall not after the termination of this Agreement and thereafter use such Confidential Information without the prior written consent of the Franchisor. In order to protect the trade secrets and other Confidential Information as also in lieu of the know-how received by Franchisee from the Franchisor so as to be able to fulfill its obligations as part of the Program, Franchisee agrees that during the Term and even after termination for a period of three years thereof, Franchisee shall not be concerned or interested either directly or indirectly in any business which is involved in the supply of goods which are similar to the Products sold at the Location or in providing services similar to the Services provided as part of the Program. As part of its obligations to maintain confidentiality the Franchisee will not at any time within three years after the termination of this Agreement: solicit the customers or former customers of the Program with the intent of taking their custom; employ or offer to employ any person who immediately before such employment or offer of employment was employed by the Franchisor and not directly or indirectly to induce such person to leave his or her employment.
22. The Franchiser’s Obligations: Permitting the Franchisee to continue the Program: To permit the Franchisee to carry on the business and promoting the Masala Café products under the style Masala Café Store and use the Trademarks or such other names or styles as may be specified in writing by the Franchisor in relation thereto.
23. To permit the Franchisee to operate the business of providing Products under the style Masala Café and use the Trademarks or such other names or styles as may be specified or approved in writing by the Franchisor from time to time and to permit the Franchisee to use the Intellectual Property Rights in relation to the Program. Management Advise: To provide the Franchisee, as the Franchisor considers appropriate from time to time, with management, sales and administrative advice in the conduct of the Program and such other advice as the Franchisor considers appropriate to promote the mutual business interests of the Franchisor and the Franchisee. To furnish the requisite technical expertise and assistance as the Franchisor deems necessary to the Franchisee for the completion, management and promotion of the Program.
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24. IP Right’s Ownership: The Franchisee acknowledges and recognises the exclusive right of the Franchisor to the Intellectual Property rights including without limitation Trademarks as well as the insignia, logo-grams, designs and other Intellectual Property Rights associated with the Franchisor. The Franchisee will observe the following requirements in the use of the Trademarks: Use them in a proper trademark sense in the manner as prescribed by the Franchisor from time to time; In the case of such of the Trademarks as are registered indicate that such marks are registered by use of the symbol ‘®’ and that the Franchisee is a licensee of such marks; Not encumber, sub- license, assign, transfer or otherwise deal with his rights to the Trademarks; Under no circumstances on any occasion will the Franchisee register any business, trade or corporate name or style associated with the Franchisor. The Franchisee shall forthwith notify the Franchisor of any infringements of such Intellectual Property Rights of which the Franchisor becomes aware provided however that the prosecution of any claim with respect to any Intellectual Property Rights shall be the sole responsibility and undertaken at the absolute discretion of the Franchisor.
25. Indemnity By The Franchisee: The Franchisee covenants and agrees with the Franchisor that the Franchisee shall assume sole and entire responsibility for and indemnify and save harmless the Franchisor from any and all claims, liabilities, losses, expenses, responsibility and damages by reason of any claim, proceedings action, liability or injury arising out of the Franchisee’s conduct of the Program or as a result of the Franchisee’s relations with his customers and other third parties or because of any breach of this Agreement by the Franchisee.
26. Further Term: Provided that there shall not be any prior or existing breaches or non- observances of any of the covenants, conditions, Agreements, and provisos on the part of the Franchisee contained in this Agreement, the Franchisor will upon the written request of the Franchisee given not less than 3 months prior to the expiration of the term of the franchise hereby granted, grant a further term of the franchise for one (1) year and the Franchisee will accept such further term upon the Franchisor’s then prevailing terms and conditions.
27. This Agreement sets forth the entire Agreement and understanding between the parties as to the subject-matter of this Agreement and merges all prior discussions between them and neither of the parties shall be bound by any conditions, definitions, warranties or representations with respect to the subject matter of this Agreement other than as expressly provided in this Agreement as duly set forth or subsequent to the date in writing and signed by a proper and duly authorized representative of the party to be bound thereby.
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28. Force Majeure: The Franchisor shall not be liable to the Franchisee for any loss by the Franchisee caused by the failure of the Franchisor to observe the terms and conditions of this Agreement and on his part to be observed and performed where such failure is occasioned by any cause beyond the Franchisor’s reasonable control including the failure of the Franchisor to supply or delay in supplying any goods to be supplied by the Franchisor to the Franchisee whether on account of inter alia war, insurrection, fire, flood, earthquake, strikes, lock-outs, government restrictions, lock downs, epidemics, pandemics, the unavailability of raw materials or similar cause.
29. Waiver: Any waiver by the Franchisor of a breach of this Agreement or any other subsequent Agreement to which it may be a party in consequence of this Agreement shall not be deemed to be a waiver of any subsequent breach.
30. Severability: If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.
31. Jurisdiction: This Agreement shall be governed by Indian law in every particular including formation and interpretation and shall be deemed to have been made in India. Any proceedings arising out of or in connection with this Agreement shall be brought only before the court of competent jurisdictions in Kolkata, West Bengal exclusively.
32. Notices: Any notice, request or other communication required to be given under this Agreement shall be served personally or mailed to the other party by registered post, addressed to the parties at their respective addresses as stated herein below, or at any other address that each party shall provide to the other in writing. Any notice served personally shall be considered given at the time of service. Any notice given by registered post shall be deemed to have been received within seven days after the date of posting as shown on the post office receipt.
Name: Sangram Halder www.masalacafe.store Address: No. 441, Purba Para, Mahamayatala, Garia, Ward No. 31, Kolkata - 700084, West Bengal, India. E-mail ID: info@mymasalacafe.com
