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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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How much would it cost to look at a Franchise Agreement and

Customer Question

How much would it cost to look at a Franchise Agreement and tell me whether it seems legitimate and fair, please? The sample agreement is enclosed.  Many thanks, Fiona

Submitted: 1 year ago.
Category: Law
Expert:  Ash replied 1 year ago.
Hello my name is ***** ***** I will help you.
How many pages is it?
Customer: replied 1 year ago.

Its one page

Expert:  Ash replied 1 year ago.
Ok. I will put forward an additional offer for you.
Alex
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience: Solicitor with 5+ years experience
Ash and 4 other Law Specialists are ready to help you
Expert:  Ash replied 1 year ago.
Can you attach it again here or provide a link?
Customer: replied 1 year ago.

It should have been attached to the first email.

Expert:  Ash replied 1 year ago.
Sadly I just get the logo. Can you convert to PDF and then attach?
Customer: replied 1 year ago.

I've copied/pasted. Here it is

BETWEEN: One Delivery Ltd (The Company) Registered Number 08508382, a company registered in the United Kingdom with its head office located at***** Outwood, Wakefield, WF1 3ED.

AND: ___________________________________________________________________________

an individual/company with the main address of:

___________________________________________________________________________

Territory Agreed – Master License for XXXXXX. Postcodes XXX-XXX Inclusive. (See Item 12a)

Whereas the company or individual wishes to market the One Delivery brand across a specified area. It is agreed that:

1) Territory – One Delivery shall give the distributor exclusive rights to the One Delivery brand across the regions and these regions only. If the distributor uses the One Delivery brand in any other region other than the XXXXXXXXXXX post code regions then One Delivery will terminate all services and block all access to the website and ordering system.

2) The distributor is an independent contractor and is not a legal representative of One Delivery for any purpose and shall have no right or authority or warrant over any of the Company’s brand, assets, employees or other partners.

3) The distributor accepts exclusive liability for all personal taxes and liabilities incurred across the XXXXXXXXXXX post code regions through the personal earnings of One Delivery XXXXXXXXXXX post code regions.

4) The distributor shall be entitled to advertise and hold itself out as an authorized distributor & franchisee of the One Delivery brand across the entire XXXXXXXXXXX post code region for 5 years from the date of signed contract. The distributor will have the opportunity to extend the Franchise agreement for a further 5 year period “free of any Purchase price”

5) Purchase price – a fee of £XXXX.XX is required to secure your area. Until the payment has been made we reserve the right to keep this area available for sale. This is a one-off purchase fee with no recurring annual license fees.

6) Included within the purchase price allows the distributor admin rights on the XXXXXXXXXXX region Facebook pages, admin access to every restaurant in your region, access to customer data in your region, marketing material, system training, initial set up & support.

7) On signing this agreement the distributor agrees that the upfront purchase fee is non-refundable and all responsibilities of staff, deliveries and menu pricing is at the liability of the distributor.

8) Management/Hosting Fee – One Delivery will continue to host and maintain the XXXXXXXXXXX postcode ordering systems and websites at a cost of £75.00 per month to include Websites, Development, Admin, future bolt-on businesses (at the companies discretion) www.one-hour.co.uk www.one-order.co.uk & contribution to National Marketing such as Google AdWords. This fee does not start until beginning of Month 4. This fee is to be paid 30 days in advance by standing order. Failure to pay this fee will result in the website being suspended. Card payments are charged at between 5% & 12% depending on origin of order. This covers admin, card processing & royalty fees.

9) One delivery will clear the credit card order payments to the Distributor/Franchisee every Thursday for the previous 7 days & is paid via same day BACS transfer.

10) If the distributor is found to be abusing the One Delivery brand in a way that One Delivery deem unacceptable, web access will be restricted whilst an investigation into the abuse takes place. Web access will be fully restored upon satisfactory conclusion whereby both parties agree on future conduct.

11) Re-sale - If the distributor no longer wishes to run the above post code areas then he/she is entitled to sell this area based on the same terms & conditions herein. A fee equal to 25% of the purchase price will be due to One Delivery Ltd. One Delivery may look at purchasing this area from distributors however this is all down to circumstances at the time of sale. The distributor is only able to resell once the whole franchise fee has been received & the account is up to date.

12)a Sub Franchising Master License post code areas – Distributors who purchase large territories (deemed so by One Delivery Ltd) or Master Licenses in order to sub franchise, do so under the agreement that they actively market the One Delivery Franchise Business within 30 days of signed contract. If the Distributor is found to be inactive for more than 90 days then the right to distribution will be revoked & the initial purchase price forfeited.

12)b Sub Franchising – The distributor can sub franchise the post code areas named above. For each area there will be a £75.00 per month Management Free, to include Websites, Development, Admin, future bolt-on businesses (at the company’s discretion) & contribution to National Advertising such as Google AdWords. All other charges remain the same. The sub franchisee must adhere to the same terms & conditions as the distributor. A Sub Franchisee will not be permitted to Sub Franchise the business further.

13) The distributor agrees that the One Delivery service will be made available in at least one of the areas in the territory named above (unless sub franchising) within 60 days of signed agreement. The distributor also agrees that they shall be available for delivery at least 30 hours per week & at least 6 days a week within said area.

In witness whereof, the parties have executed this agreement on (19/08/15)

COMPANY DISTRIBUTOR(s)

Print Name Print Name(s)

Signature Signature(s)

One Delivery Ltd Registered Address - 81a Town Street, Armley, Leeds, LS12 3HD

Expert:  Ash replied 1 year ago.
1) Territory –says you have exclusive right for a given area but you can ONLY use it in this area, otherwise they can end the contract
2) The distributor is an independent contractor - it says you run your own business and nothing to do with main company
3) The distributor accepts exclusive liability - you pay your own tax
4) The distributor shall be entitled to advertise and hold itself out as an authorized distributor & franchisee of the One Delivery - you have a 5 year deal, although I would correct the 'authorised' spelling
5) Purchase price – a fee of £XXXX.XX is required to secure your area - the price
6) Included within the purchase price allows the distributor admin rights on the XXXXXXXXXXX region - you have access to an area and support only in the authorised area
7) On signing this agreement the distributor agrees that the upfront purchase fee is non-refundable- no refunds!
8) Management/Hosting Fee – One Delivery will continue to host and maintain the you agree to pay certain fees
9) One delivery will clear the credit card order payments to the Distributor/Franchisee every Thursday for the previous 7 days & is paid via same day BACS transfer - you are paid once a week
10) If the distributor is found to be abusing the One Delivery brand in a way that One Delivery deem unacceptable, web access will be restricted whilst an investigation into the abuse takes place - they can suspend your rights if you are in breach
11) Re-sale - If the distributor no longer wishes to run the above post code areas then he/she is entitled to sell this area based on the same terms & conditions herein. - you can sell for 25%.
12)a Sub Franchising Master License post code areas – you must be active.
12)b Sub Franchising – The distributor can sub franchise the post code areas named above. You can sub franchise for a fee
13) The distributor agrees that the One Delivery service will be made available in at least one of the areas in the territory named above - you have to work certain hours
There is nothing that says what happens if there is a breach? Do they write and warn you and give you a period of time (ie 7 days) to rectify? You must have this.
They dont say which law governs the agreement, again this is a MUST.
Can I clarify anything for you about this today please?
Alex
Customer: replied 1 year ago.

Oh dear, it says I've already rated you and it would cost £38 to do it again! I think I've already paid over £100 can we cancel that please. Many thanks for your help, that's exactly the kind of information I wanted to hear! Would you be able to finish this question without me rating you for the reasons stated above?

Many thanks,

Fiona

Expert:  Ash replied 1 year ago.
No dont worry about rating agaiN!

Alex
Expert:  Ash replied 1 year ago.
Hi

I am just following up to see if there is anything else I can help with?

If you have not done so already might I ask you to rate my answer before you go today please, the button should be at the bottom of the screen.

If you need more help please click reply.

Alex

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