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Terms and Conditions

1. INTERPRETATION

1.1 Definitions:

Business Day:
A day other than a Saturday, Sunday, or a public holiday in England when banks in London are open for business.
Charges:
The initial fee, the marketing fee and the completion fee being the charges payable by the client for the supply of the services by Franchise Resales, as set out in the contract details.

1.2 Interpretation:

  1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  2. A reference to writing or written includes (without limitation) email.

2. COMMENCEMENT AND TERM

This Contract shall commence on the date set out in the contract details and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other not less than 30 days' written notice to terminate, such notice expiring on or after the first anniversary of the date of the initial payment or the date the listing agreement was signed whichever is latest.

3. SUPPLY OF SERVICES

3.1 Franchise Resales shall supply the services to the client from the services start date in accordance with the contract.

3.2 In supplying the services, Franchise Resales shall:

  1. perform the services with reasonable care and skill;
  2. use reasonable endeavors to perform the services in accordance with the service description set out in the contract details; and
  3. comply with all applicable laws, statutes, regulations from time to time in force, provided that Franchise Resales shall not be liable under this agreement if, as a result of such compliance, it is in breach of any of its obligations under this agreement.

3.3 Any dates quoted by Franchise Resales, with respect to performance of the services, are estimates only and time for performance of Franchise Resales' obligations shall not be of the essence.

5. INTELLECTUAL PROPERTY

5.1 Franchise Resales and its licensors shall retain ownership of all Franchise Resales IPRs. The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials.

5.2 Franchise Resales allows the client to use Franchise Resales IPRs for the purpose of receiving and using the services in relation to the business during the term of the contract.

5.3 The client allows Franchise Resales to use the client materials for the term of the contract for the purpose of providing the services to the client in accordance with the contract.

6. CHARGES AND PAYMENT

6.1 In consideration for the provision of the services, the client shall pay Franchise Resales the charges in accordance with this clause 6.

6.2 All amounts payable by the client exclude amounts in respect of value added tax (VAT), which the client shall additionally be liable to pay to Franchise Resales at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

6.3 Franchise Resales shall submit an invoice in respect of the initial fee plus VAT on or around the date of the agreement. The initial fee is payable on the date of the agreement, by electronic funds transfer to Franchise Resales' bank account set out in the contract details.

7. LIMITATION OF LIABILITY

7.1 Nothing in this contract shall limit or exclude Franchise Resales' liability for:

  1. death or personal injury caused by its negligence, or the negligence of its personnel, agents, or subcontractors;
  2. fraud or fraudulent misrepresentation; and
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

8. INDIVIDUAL

THIS CLAUSE 8 APPLIES ONLY WHERE THE CLIENT IS A LIMITED COMPANY.

8.1 All obligations of the client in this contract shall be deemed to be joint and several obligations of the client and the individual.

8.2 In consideration of Franchise Resales entering into this agreement with the client, the individual, as primary obligor, irrevocably and unconditionally as separate and independent obligations:

  1. guarantees the full, prompt and complete performance by the client of each of its obligations under this agreement;

9. CLIENT LIABILITY

9.1 The client shall indemnify Franchise Resales against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Franchise Resales arising out of or in connection with:

  1. the client's breach or negligent performance or nonperformance of this agreement;

10. TERMINATION

10.1 Without affecting any other right or remedy available to it, Franchise Resales may terminate this contract with immediate effect by giving written notice to the client if:

  1. The client commits a material breach of any term of this contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so.

11. GENERAL

11.1 Force majeure.

Neither party shall be in breach of this contract, nor liable for delay in performing, or failure to perform, any of its obligations under this contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2 Assignment and other dealings.

  1. The client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all its rights and obligations under this contract without Franchise Resales' prior written consent.
  2. Franchise Resales may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all its rights under this contract.