FRANCHISE DEVELOPER AGREEMENT
This Masala Café Franchise Developer Agreement ("Agreement") contains the terms and conditions that govern your (“Partner”) participation in the Masala Café Franchise Developer Program ("Program") and provision of marketing/business development services, (“ervices”) thereunder to Masala Café ("Masala Cafe"). Under this Program, Partner can earn fees by performing certain marketing and promotional Services for Masala Cafe, subject to eligibility conditions as may be imposed by Masala Café as part of the Program.
By registering to the franchise developer program by filling and submitting the registration form 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 (representations and warranties of the Partner) 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 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, "Partner" shall mean an individual or entity that is authorized or permitted, under this Agreement, for the development / appointment of masala café Franchise stores/Partners and are permitted to use the trademark of Masala Café in connection with its Services. Further, "you" or "your" are hereinafter referred to as the "Partner". Further, Masala Café and the Partner are hereinafter individually referred to as "Party" and collectively referred to as "Parties".
The Partner further accepts and acknowledges that:
1. This Agreement is in addition to and subject to the terms and conditions and other policies of Masala Café store available at www.masalacafe.store ("MasalaCafe Site"), and by registering to the website as franchise developer and payment of stipulated fees to Masala Café, the Partner hereby agrees to the proposal of Masala Café to provide
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Services to promote and market the Masala Café Site in its capacity as an Partner, in consideration of being in receipt of certain fees, in accordance with the terms as set forth hereunder;
2. The Partner, through its different channels, shall provide Services and thereby promote and market Masala Café Site by performing certain marketing and promotional Services for Masala Cafe with objective to appoint/develop franchises to Masala café store.
3. Masala Café makes no promises or representations whatsoever as to the amount of business that the Partner can expect at any time under this Agreement.
4. The Partner will not, directly or indirectly, solicits any benefit or encourage payments from the Franchise for their onboarding or participation in the Program by making any false representation and/or use of Masala Café name.
5. The Partner agrees and acknowledges that it will be wholly liable for any act(s) and/or omission(s) of the Partner, and any loss or damage caused to Masala Café arising from or in relation to the Services provided by the Partner under this Agreement. It is hereby agreed that the Partner shall be responsible for resolving any disputes that may arise in relation to the Services it provided under this Agreement.
6. Representations And Warranties Of The Partner: The Partner represents and warrants that:
a) it is duly organized, validly existing and in good standing with the laws of India;
b) it has submitted true and accurate information for the due diligence conducted by Masala Café in relation to the Partner's participation and performance of Services under the Program;
c) it has all rights necessary for (and is not subject to any restriction, penalty, agreement, commitment, laws, rule, regulation, proceedings or order which is violated by) the execution and delivery of this Agreement and performance of its obligations under this Agreement;
d) it shall not subcontract this Agreement and the Services to be performed herein, in whole or in part, without seeking the prior written consent of Masala Cafe, and if Masala Café so consents, the Partner will ensure that any such subcontractor is bound to the terms of this Agreement. Notwithstanding the existence or terms of any subcontract, Partner agrees that it is solely responsible for the full performance of the Services and for its subcontractors' compliance with the terms of this Agreement;
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e) it agrees to protect the confidentiality of all data made available to the Partner in relation to the performance of the Services under this Agreement;
f) it agrees and acknowledges that all proprietary and intellectual rights in relation to the Masala Café Site shall rest with Masala Cafe at all times, and that the Partner shall not have any right to use the intellectual rights of Masala Café for any other purpose other than providing Services in accordance to this Agreement.
g) it agrees and acknowledges that it will comply with any additional requests and obligations requested by Masala Café in relation to the further development of the Program;
h) it will provide the Services and perform all its other obligations arising under or in connection with this Agreement having regard to the standing and reputation of Masala Café brand and, in particular, will not do anything (by act or omission) falsely by making use of Masala café name or that would, or would be reasonably likely, harm the standing and reputation of Masala Café in any way;
i) it will only provide services to perspective customers to appoint/develop them as franchisee, but will not engage itself as a franchisee and trade with customers.
7. Obligations of Masala Café: Masala Café shall perform the following obligations for the purpose of this Agreement: Pay the mutually agreed Fees to the Partner in the manner provided in Exhibit A; and Review the performance of the Partner, at its sole discretion, and provide feedback as may be necessary.
8. Fees: In consideration of the Services performed by the Partner in accordance with this Agreement and the terms hereunder, Masala Café agrees to pay fees to the Partner for such time period and in accordance with the manner as communicated by Masala Café ("Fees"). Masala Cafe shall not be charged for any fees other than the Fees provided by Masala Café in writing, unless approved in writing by Masala Café in advance. The fee structure for the Partner will be intimated to the Partner by Masala Café in writing, from time to time, via email. Masala Café will pay fees to the Partner on a monthly basis for Franchisee’s appointed and their value sales in a given month, subject to any applicable withholding or deduction. Masala Café will pay the Partner by approximately sixty (60) days following the end of each calendar month by NEFT / electronic bank transfer. Masala Café will make an NEFT / electronic bank transfer in the amount of the fees earned by the Partner, but Masala Café may accrue and withhold fees until the total amount due to the Partner is at least INR 1000 in the case of payment by cheque or bank transfer.
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9. Taxes: The Fees payable under this Agreement will be inclusive of applicable national, state or local sales or use taxes or Value Added Tax, service tax, goods and Services tax ("GST"), cesses (collectively, "Taxes") that the Partner is legally obligated to charge under the applicable Laws. The Partner may charge and Masala Café will pay applicable Taxes provided that such Taxes are stated on the original invoice that the Partner provides to Masala Cafe and the Partner's invoices state such Taxes separately and meet the requirements of a valid tax invoice under the applicable Laws and regulations and are issued within the prescribed time limit. Partner undertakes to comply with any of the applicable provisions of such law including but not limited to: timely issuance of compliant invoices; (b) making the invoices available to Masala Cafe; (c) depositing applicable taxes on a periodic basis; and (d) correctly reporting them to the government, as required under tax laws. Under no circumstances the Partner will separately recover Taxes from Masala Cafe after issuance of invoice for the corresponding period. If at any time credit of Taxes is denied or payment of Taxes is sought from Masala Cafe due to, but not limited to, issuance of a deficient invoice, or default in payment of taxes, inappropriate reporting in the returns filed or any other non-compliance of Laws by the Partner, the Partner shall indemnify Masala Cafe against any denied credits or Taxes recovered as well as any interest and penalties imposed on Masala Cafe. The Partner agrees that in the event the GST regime requires the Partner to register in accordance with the applicable statute, the Partner shall promptly complete such registration and shall at all times remain compliant with and responsible in respect of such statute. The Partner agrees to promptly share the registration number or other unique ID/number with Masala Cafe to enable Masala Cafe to undertake relevant compliances. Masala Cafe shall maintain the right to deduct or withhold any taxes, levies or any similar amounts that Masala Cafe may be legally obligated to deduct or withhold from any amounts payable to the Partner under this Agreement, and payment to the Partner as reduced by such deductions or withholdings will constitute full payment and settlement to the Partner of such amounts. The Partner agrees to provide necessary documentation including Permanent Account Number or suitable declarations as may be required, for Masala Cafe to satisfy any information reporting or withholding obligations with respect to any payments under this Agreement. Partner confirms that it would duly pay any applicable taxes, levies or similar amounts on its income, as applicable under this Agreement on all amounts on which taxes, levies or similar amounts are not or inadequately withheld and report and file a return of income under the applicable laws and provide the necessary certifications in this respect
10. Indemnification And Release: The Partner agrees to release from and hold harmless Masala Cafe (and its officers, directors, employees, agents and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without
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limitation, attorneys' fees) (each, a "Claim") arising from or related to the Services and under this Agreement; or its violation of any Laws or the rights of a third party where such violation arises during the course of performance of the Services.
11. Limitation Of Liability: Masala Cafe shall not be liable (whether in contract, warranty, tort, deficit (including negligence, product liability, any type of civil responsibility or other theory) or otherwise) for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Agreement, even if Masala Cafe has been advised of the possibility of such costs or damages.
12. Confidentiality: The Parties agree that any information (including any written, tangible and/or intangible information, including but not limited to the customer information shared by Masala Cafe, if any) exchanged between or disclosed by either Party to the other Party from time to time in relation to the Services or otherwise, shall be the confidential information of the said Party and neither Party shall disclose the same to the public / any third party without obtaining the prior written approval of the disclosing Party. Neither Party can bind the other Party or make any commitment on behalf of the other Party except as mutually agreed to in writing. The Partner agrees and acknowledges that it will not attempt to view or access or retain the information of any individual, customer or third party, in relation to the Services to be performed by the Partner under this Agreement, and any such information shall be confidential and proprietary to such individual, customer or third party, as the case may be, at all times.
13. Ethics and Anti-Corruption Laws: The Partner agrees and undertakes to abide by Masala Cafe’s Code of Business Conduct and Ethics. The Partner shall not violate or knowingly permit anyone to violate the Code’s prohibition on bribery or any applicable anti-corruption laws in performing under this Agreement. Masala Cafe shall have the right to immediately terminate or suspend performance under this Agreement in case of any breach of this clause by the Partner. The Partner covenants and undertakes that it shall not make, authorize or tolerate to be made, in the performance of this Agreement, any payment, loans or gifts, or promises or offers of payments, loans, gift, of any money or anything of value, directly or indirectly, to any Partner or for the use or benefit of any employee of Masala Cafe or of its agent, Affiliate or associate etc.
14. Right to Audit and/or Examine Records: Masala Cafe may, on its own, or by engaging a third-party auditor ("Auditor") at Masala Cafe's expense and, upon Masala Cafe's request thereof to Partner, examine any records, invoices and/or other data or documents.
15. P Right’s Ownership: The Partner acknowledges and recognises the eclusive right of Masala Cafe to the Intellectual Property rights including without limitation Trademarks
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as well as the insignia, logo-grams, designs and other Intellectual Property Rights associated with Masala Cafe. The Partner will observe the following requirements in the use of the Trademarks: Use them in a proper trademark sense in the manner as prescribed by Masala Cafe from time to time; under no circumstances on any occasion will the Partner register any business, trade or corporate name or style associated with the Masala Cafe. The Partner shall forthwith notify the Masala Cafe of any infringements of such Intellectual Property Rights of which the Masala Cafe 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 Masala Cafe.
16. Indemnity By The Partner: The Partner covenants and agrees with the Masala Cafe that the Partner shall assume sole and entire responsibility for and indemnify and save harmless the Masala Cafe 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 Partner’s conduct during providing ervices under this greement or as a result of the Partner’s relations with his customers and other third parties or because of any breach of this Agreement by the Partner.
17. 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 Partner contained in this Agreement, the Masala Cafe will upon the written request of the Partner given not less than 3 months prior to the expiration of the term of the Agreement hereby granted, grant a further term of the Agreement for one (1) year and the Partner will accept such further term upon the Masala Cafe’s then prevailing terms and conditions.
18. 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.
19. Force Majeure: The Masala Cafe shall not be liable to the Partner for any loss by the Partner caused by the failure of the Masala Cafe 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 Masala Cafe’s reasonable control including the failure of the Masala Cafe to supply or delay in appointing franchisee or supplying any goods to be supplied by the Masala Cafe to the Franchisee whether on account of inter
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alia war, insurrection, fire, flood, earthquake, strikes, lock-outs, government restrictions, lock downs, epidemics, pandemics, the unavailability of raw materials or similar cause.
20. Waiver: Any waiver by the Masala Cafe 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.
21. 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.
22. 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.
23. 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