FRANCHISE AGREEMENT OF SYNTAX TUTORS ACADEMY (STA)
THIS FRANCHISE AGREEMENT entered into this _____ Day of _____ between SYNTAX TUTORS ACADEMY(STA) having its registered office at office number: 224, Second floor B.M.C market, Opposite Dreams Mall, Next to Station Plaza, L.B.S.Marg, Bhandup (West) Mumbai: 400078, Maharashtra,( herein after referred as the FRANCHISOR which term shall unless excluded by or repugnant to the context shall include his successors and the assigns)of the one part and _________ having his place of residence at_________________.
India,( herein after referred as the FRANCHISOR which term shall include his successors and the assigns)of the other part .
WHEREAS the Franchisor is carrying the services giving Home Tuitions School and Junior college children in and around Bhandup for the past six years having the requisite licenses and permission from the appropriate authorities.
AND WHEREAS the Franchisor in addition owns valuable goodwill and other identifying characteristics.
AND WHEREAS the Franchisor now intends to spread his services by opening up new service centres in and outside Maharshtra, and in neighboring states and if need be across India and outside India.
AND WHEREAS the Franchisor has made enquiries about the Franchisee’s Professional competence and service track record and reputation , and the necessary facilities at the command of Franchisee and his ability to discharge his obligations under the present agreement.
AND WHEREAS the Franchisee has made enquiries about the Franchisor’s patent,intellectual property Rights and other relevant rights , goodwill and reputation and other relevant documents and the Franchisee has satisfied himself about the financial stability, goodwill, reputation , professional competence to carry the above said business in service sector as Educational Consultants and Coaches for School Children and to render satisfactory services to the consumers/student community.
AND WHEREAS the Franchisor and the Franchisee have made themselves acquainted with the rules ,regulations and laws related to the service sector of Education and more particularly Coaching School children as Private Tutors and have satisfied themselves that it is satisfactory an in accordance with the provisions of law throughout India and of relevant place of operation if in foreign soil.
NOW THESE PRESENT WITNESS and the parties hereby agree as follows:
INTRODUCTION
I.SYNTAX TUTORS ACADEMY(STA) is Pvt. limited firm( Regst.No ________) having its registered office at office number: 224, Second floor B.M.C market, opposite Dreams Mall, next to station plaza, L.B.S.Marg,Bhandup (West ) Mumbai: 400078.Maharashtra .
II. OBJECTIVES:
Of late ,the parents of school going children have been feeling the pressure of exams along with their children ,which has given a growing rise for demand that well qualified , and trained teachers should be available coach the students at the residential premises of children for an affordable price, at mutually convenient time.STA has been rendering yeomen services to fulfill this need , with the support a team professional experts viz:psychologists,counselors, trained teachers and legal advisors , the past five years.
Having established a niche in the educational markets with good reputation in an around Mumbai City and suburbs, requests have been pouring in from like minded professionals as well as institutions who would like have franchise rights from SYNTAX TUTORS ACADEMY and function in their respective areas on some mutual terms and conditions as stated hereunder.
III. Services, Terms & Conditions:
1. As per condition of franchisee agreement of STA the, Right to enjoy the franchise right by franchiser viz: the holder of the Right will be available to begin with minimum for a period of three academic years.
2. This Right of franchise given to the franchise Right holder for a period of three years will be Viz: (i) the first year as a probation period for the person /party party purchasing the right to get a proper knowledge about their market, subject proficiency, individual needs of the students, exam patterns etc. During this period the party concerned can contact STA Management ,if and when necessary with prior appointment for guidance and support to resolve an issue. However, for legal services , on case to case basis special services can be provided for a cost.
3. In the given three years, first year is considered as probation period and next two years are considered as working period of franchise holder, so that based on that experience both the parties can decide,renew or modify the terms and conditions for future agreements.
4. Probation period is considered as performance year of franchise holder so that if franchise does well job then it can further continue for next two years.
5. If franchise holder fails to do well in probation period, the agreement can be terminated by giving the opposite party one month notice.STA can also terminate this agreement if it feels it is not desirable to continue the franchise Right.
6. As rule of franchise agreement, first year is also considered as business locking period for both parties so in that period both parties have to mutually perform the given works without giving any termination notice during in between period to each other.
7. As rule of franchise agreement, first year is also considered as business transactions holding period during which all transactions works and data shall be maintained by S.T.A only.
8. All other schedules, works related to marketing etc the franchise holder may perform in his own interests. After completing the probationary period, a copy of a record of all important transactions will be provided to franchise holder for personal study and future reference.
9.As a rule of franchise contract, syntax tutors academy will do and manage all important advertising work including the area of operation of the franchise holder for period franchise contract has been signed by franchise holder. It may be tentatively reviewed for further improvement of academy y mutual agreement. Nature, policies, budget, provisions, disseminations, content script of advertising, style of presentation etc will be approved and decided by STA.
10. Splurging of money by wasteful and unwanted expenses on advertisements and publicity etc should be avoided as they shall not be approved by STA. Only Important and meaningful advertising will be given preferences for advertisements. Advertising budget (expenses) will be also be decided by STA not by franchise holder. Advertising will be done as per need and requirements of market area or location of franchise holder. Vantage points for market and advertising position etc will also be taken into consideration while deciding advertising and publicity work.
11. If a franchise holder wants to do some advertising or a special publicity campaign for his particular area , at his own cost in that condition he has to take prior permission from STA management. After scrutiny of the advertisement contents, they may be allowed for display or publicity. If contents are having objectional things vulgar, unhealthy taste then they may be rejected without giving any notice to franchise holder.
12.The franchise Right is available for interested parties from SYNTAX TUTORS ACADEMY not only across in India but also at international level on some special terms and conditions.
13 As rule of franchise agreement, First three Months all the raw materials , stationary like admission form ,attendance sheet are given free of cost to franchise holders .From the fourth month the franchise holders have to pay for the required materials by giving mail to H.O of STA.
14. a)All Important legal documents, files, which require running the home tuitions successful such as gumasta license, government licenses will be maintained, checked and retained & stored by STA. Their expenses will be mutually shared by both the parties.
b ) The SERVICE TAX of students will be paid by only franchise holder.
c )All Bank transaction works, personal income tax of franchise branch have to paid by only by franchise holder.
15.If any legal issue arises at the place of franchise holder’s office or at parents’ premises at that moment franchise holder must have to produce all the required details of parents ,students,tutors, admin group, staff as required by STA management or any legal authority.
Active participant must require from franchise holder to solve the particular issues without delaying or being failure. If franchise holder fails to produce then legal action can be taken by STA for the violation code of conduct.
16.First three months, STA helps to franchise holder for accumulating the tutoring data for home tutoring work after that franchise holder has to manage himself to collect the required data.
17. FRANCHISE DIVISION POLICY:
a) As per franchise contract rule, S.T.A gives one fixed area to each franchise holder for home tuitions working. It means that each franchise holder having one fixed territory to work as franchise. Each franchise is legally bounded for that particular area working and he cannot cross his area limit of working. if he does his franchise contract shall be cancelled or terminated by STA. At that moment franchise area will be covered and the Right taken by STA .
b) Franchise holder is also not allowed to take or cover home tuitions out of his territory limit or different contracted zones of Delhi or not allowed to send the bureau tutors to coach the different territory students who are out of his contracted area. All tuitions of franchise holders are also taken into account of STA as the policy of franchisee agreement . Franchisee is also not given the right to transfer the data of students to STA’s competitors; if he does so same then franchisee contract will be terminated and sued for compensation.
C) If franchise holder is getting some business out of his territory then he can forward the business to concern territory franchise manager(EDM OF AREA) without demanding any commission for it, as a policy of business promotion and mutual help.
d) Once an area is allotted, it will not to another be changed without the consent of STA management.
18. Records preserving policy:
a) franchise holder must keep all the records of registered tutors along with photo copies of relevant testimonials without fail and produce them to STA whenever required.
b) All legal records of invoice copy of parents and tutors and students must be submitted by franchise holder to STA from time to time without delay.
c) All officials records such as online records, off line records, important files ,documents, staff data, stationary materials, infrastructures ,bills, vouchers ,test records ,target sheet, must be kept safe and available for verification for smooth management of home tuitions by STA. If these records are not properly maintained then its franchise may be cancelled or terminated. At end of every academy year all records have been submitted by franchise holder to sta management without being delay.
19. Franchise holder and its family members are also not allowed to do, run or join the same business entity with any other market competitive brands of STA.
20. PROFIT SHARING :
As rule of franchise agreement ,sharing of business will be done on the basis of 20% and 80 %., which means that on each admission STA will take 20 %and franchise holder will get 80% of concerned business .It is fixed and finalized by management from year to year. Ratio cannot be changed by both parties during the middle of the contract period when the franchise is running.
21. a) As a rule of franchise agreement, for taking the franchise of STA each franchise holder has to deposit minimum Rs. 1 lakh rupee in STA’s bank account as a security deposit . This deposited amount will not be refunded under any circumstances during the running period of legal contract. Only after the contract period expires, all accounts are settled, then STA will consider refunding the repayment of Security amount .
b) When future franchise contracts are renewed at that time franchise security amount may be the same or modified as per the need. Totally it depends upon the management body of STA after assessing ground reality.
22.(i) As franchise model of STA ,if franchise holder wants to open new office at new place then it has to take prior permission from STA. In that ,the rent agreement papers and registration of office for documentation will be made only on behalf of STA’s name or on its member’s name. All such documents will be kept safe at the custody of STA and renewed by STA management only., However, the maintenance of office shall be done at their cost and care by the concerned party / franchise holder.
(ii) If a franchise holder does not want to open any new office of HOME TUITION MANAGEMENT in that case also security deposit amount will be the same and its home address will be considered or registered as franchisee holding address for all purposes.
23 As a rule of franchise agreement, all staff’s salaries, faculty’s salaries, all bills ,rent of branch ,electricity bills ,water charge, infrastructure maintenance etc. are to be paid by franchise holder only.
24. According to franchisee target model , STA provides one flexible target to all its franchisee holders so that they can successfully run the organization without much difficulties/strain. This target is only designed by STA top level management, in that franchise holders cannot interfere. They must complete it and report to management on regular basis without providing false commitment.
25. STA provides technological software to its franchise holder to manage & handle all the datas of STA with condition that the franchise holder must use the given software effectively without doing any misuse.
26. a )All the plans ,new policies ,fee structure, level of tuitions of franchise holders , rules and regulations of academy will be mutually decided by both the parties. No party can directly follow the new plans and strategies without consent of STA management.
b) No third party entertainment or interruption will be considered/ accepted in any matter of dispute, if the franchise holder does so ,the franchise agreement stands terminated and right abolished without giving any prior notice to it.
c) In franchisee model of STA, each franchise holder is designated as educational division manager ( E.D.M so that each manager must have to follow the all instructions of the management of STA without fail, if they fail to do so appropriate disciplinary action shall be taken or notices served by STA.
d)All legal disputes and matters for court litigation will be handled in Mumbai courts only.
e) One staff will be appointed by STA for the scrutiny of all records and payments and the same will be maintained by STA. This staff will be selected by STA whose services will be controlled by STA and cannot be terminated by franchise holders.
f) All the important information, circulars, notices, new instructions, new rules and regulations are provided to franchise holder vide e-mails or written documents in a proper format.
g) For emergency ,new amendments can be made in terms and conditions of franchise ,after studying the ground reality ,as a special case , if and when required. To fulfill this demand syntax tutors academy has decided to provide special legal services to its franchisees not only across in India but also at international level.
27. The parties may terminate the agreement by giving three month notice in writing to the other mentioned after ensuring that the students concerned have received adequate attention and coaching to face their respective exams, and necessary substitute arrangement has been made.
28. The Agreement shall be governed by laws of India and any proceedings arising out of this Agreement shall be initiated ai the appropriate Indian Court, preferably Mumbai Courts and all orders and decrees would be expressed in Indian languages.
29. All payments and transactions are to be expressed in Indian Rupees.