company logo here

Agreement

  1. Home
  2. Agreement

AGREEMENT FOR APPOINTMENT OF DIRECT Franchisee

This Agreement made on the 29/05/2024 at Nashik

BETWEEN

DONEC SMILE PRIVATE LIMITED duly incorporated under the Companies Act 2013, having their registered office at Chamber Office No 307, Town Centre, Amanora Mall, Hadapsar Pune - 411028 (hereinafter referred to as “FIRST PARTY”, which expression shall unless the meaning or context otherwise requires shall mean and include its successors and assigns) of the ONE PART;

AND

Mr./Ms.    which unless repugnant to the context or the meaning thereof, shall mean to include its nominee/s, survivors/s, heir/s, legal representative/s, successor/s in business, assign/s, administrator/s, executor/s and liquidator/s etc. of the other part.(hereinafter referred to as “Direct Franchisee or DFA”)
WHEREAS
FIRST PARTY is inter-alia engaged in the business of DONEC SMILE PRIVATE LIMITED. That each of the plan and/or scheme with respect to the appointment of the Direct Sales Franchisee are hereinafter referred to as the ‘Product’.
The Direct Sales Franchisee has represented to first party that it has the requisite skills, knowledge, experience, expertise, infrastructure and capability to act and function as a Direct Sales Franchisee and efficiently and professionally market, propagate and advertise the Products i.e. to make yearly membership contract with consumers and sellers to facilitate ease of doing business in order to have win-win situation to consumer’s, sellers as well as first party wherein consumer will get discounts as well as quality goods & services and growth in revenue of seller’s.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:
A. APPOINTMENT
That in consideration of the terms and conditions hereinafter stated first party has agreed to appoint the Direct Sales Franchisee for inter-alia marketing and/or promoting its business across and for doing all such acts, deeds and things as stated in the present agreement. That the Direct Sales Franchisee also agrees that first party shall be entitled to issue guidelines, instructions, manuals and procedure etc. (herein after referred to as guidelines) from time to time as to the manner in which the Direct Sales Franchisee’s duties and obligation under this Agreement shall be performed and the Direct Sales Franchisee shall ensure strict compliance of all the guidelines. The role of the Direct Sales Franchisee shall primarily inter-alia be that of a facilitator and a catalyst.

B. DUTIES, FUNCTIONS & OBLIGATIONS OF THE DFA
The Direct Sales Franchisee shall undertake and perform, apart from the general operations, the following specific operations, duties and functions:
1.   Referral of existing & potential Customers to avail of the Products (including by the process of advertising the products subject to prior written approval of first party);
2.   To enhance and also simultaneously to tap the potential market for the Products and/or the business opportunities for first party.
3.   The Direct Franchisee and all its concerned staff shall make every possible effort to check and verify the bonafides and the credentials of the Customers/potential customers being referred;
4.   Holding exhibitions, seminars, demonstrations, campaigns and other means of displaying and propagating the Product.
5.   To make all efforts to enhance the business reputation and goodwill of first party.
6.   Assisting & Facilitating first party in the process of having the relevant documentation prepared and/or executed pursuant and in accordance to the policies and procedures of the first party;
7.   Forwarding the papers to the first party and/or to such verification agencies, lawyers, clerks, accountants and/or valuers etc., as may be appointed or designated by first party, for the purpose and assisting them and/or following up with them for the purpose of receiving and thereafter reviewing their reports and/or opinions and for the purpose of doing all the acts required till the account of the Customer is/are loaded on first party system. The DSA shall also provide to the verification agencies, lawyers, clerks, accountants and/or valuers etc. all such papers and/or documents and/or details and/or clarifications and/or information as they may require from the Customer/proposed customer;
8.   Calling for papers/documents from Customers and collecting & reviewing the papers/documents produced by the Customers pertaining to their personal details and also to verify and to make all efforts to ensure that these documents and their copies (if any) are genuine documents/copies.
9.   Prominently display and/or exhibit and/or mail and/or distribute all Product information brochures and other material (including promotional material) provided by first party;
10.   Attending to the Customers product related service requests, processing and forwarding them to first party and coordinating with first party and completing/attending to these requests and routing them/reverting back to the customers;
11.   Do such work prompltly efficiently and maintain the required confidentiality.
12.   Such other duties, functions and operations as may be authorized and required in writing by first party

C. INDEPENDENT SERVICE PROVIDER - PRINCIPAL TO PRINCIPAL
This agreement is being entered on a principal to principal basis and the Direct Franchisee and/or their employees, staff etc. shall not be treated either as an Agent or an employee of first party and neither would they represent to be so. The Direct Franchisee shall provide the said services hereunder as an independent service provider and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between first party and the Direct Franchisee and/or the personnel assigned/provided/deployed by the Firm or provide either party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of any of them. The Direct Franchisee acknowledges that its rendering of the said services is solely within its control subject to the terms and conditions agreed upon and agrees not to hold itself out to be an employee of first party or any subsidiary or affiliate thereof. That the DSA hereby confirms and acknowledges that it is an independent service provider and first party shall be in no manner vicariously or in any other manner liable for any act or omission of the DSA and/or any of its employees/personnel etc.
The Direct Franchisee personnel, employees, agents, etc., have no authority/right to bind first party in any manner. It is also clarified that the personnel employed by the Direct Franchisee will be governed by the terms of the Direct Franchisee employment and the Direct Franchisee alone shall be responsible and liable in the event of any adverse claims of whatsoever nature made on first party by the Direct Franchisee personnel, employees, agents, or by any other person for any act and/or omission of the Direct Franchisee and/or its personnel, employees, agents etc.

D. CLAIMS AND RESPONSIBILITIES
1.   The representative or representatives to be nominated by the Direct Franchisee will co-ordinate between the authorized Officer of first party and campaign personnel (who is to be appointed on the recommendation and/or approval of first party) to be engaged by the Direct Franchisee for the purpose of this contract. The Direct Franchisee shall be liable for all acts himself or of its employees, persons, staff, personnel etc. that may cause any damage, loss or injury to first party and/or are considered as detrimental to the interest of first party and first party at its sole discretion without prejudice to its other rights and prejudices in law against the Direct Franchisee, may call upon the Direct Franchisee to compensate first party by way of damages to the extent of such loss or injury suffered by first party. The Direct Franchisee will also be wholly liable/responsible for any breach/default either on the Direct Franchisee part and/or on the part of its personnel/employees, staff etc. and first party will be entitled to terminate this contract forthwith for such breach/default without assigning any reason whatsoever to the Direct Franchisee and the Direct Franchisee shall indemnify first party from any/all loss or damage arising out of such breach or default.
2.   The role of the Direct Franchisee is primarily of a facilitator and a catalyst and in no circumstances the Direct Franchisee's Campaign Personnel will accept any deposits and/or monies directly from anyone in cash. In case, the Direct Franchisee Campaign Personnel during his/her campaign is offered any cheque/Pay Order/D.D. (the DSA would ensure that such cheque/Pay Order/D.D. is drawn in favour of first party only and is duly crossed and marked “A/c Payee Only” and in case the same is a cheque then the same has been drawn on the customers own account) towards any deposit/other products of first party, the said campaign personnel will accept the same against receipt, for immediate onward delivery to first party, and hand over the same to the authorized officer of first party, before the close of business hours on the next working day. The Direct Franchisee shall indemnify first party against and from all losses and damages by reason of any acceptance in cash and/or loss of such cheque’s, Pay Order, D.D. or mutilation or any misuse thereof till it is handed over to the authorized officer of first party.
3.   It is expressly understood that none of the personnel appointed or engaged by the Direct Franchisee for carrying out the services hereunder shall be deemed to be or construed in any manner whatsoever as employee(s) or staff or workmen of first party. First party shall under no circumstances be deemed to have any employer-employee relationship with them. In case of death or bodily injury or any other injury which may incur to Direct Franchisee or any staff /personnel/representatives of the Direct Franchisee in the course of carrying out the services hereunder, first party shall not be liable in any manner whatsoever or bound to pay any compensation or otherwise be responsible in any manner, whatsoever, for the same.

E. PERIOD
That the Agreement is effective for a period of one year from 29/05/2024 and shall remain in force unless terminated in accordance with first party’s right to terminate this agreement by giving fifteen days’ notice to the Direct Franchisee. Further first party shall also be entitled to terminate this agreement by giving a 24 hour notice, in the event of any serious violation of the terms and conditions of the present Agreement. That the Direct Franchisee agrees and undertakes that first party in its sole and absolute discretion would be entitled to decide whether a violation is a serious one or not and the discretion so exercised would be binding on the Direct Franchisee.

F. FEES AND CHARGES/COMMISSION
1.   That the fees and charges/commission if any for the services rendered are prescribed in Annexure-I, attached hereto. The DSA confirms and agrees that first party shall be entitled to vary/alter/amend the Fess structure at any stage (even with retrospective effect) without any advance notice to the DSA and the DSA shall be bound by such Fees structure. Further, first party shall also be entitled to set up/assign targets for the DSA and fix such fees structures that are based on the business generated and/or target achievement by the DSA.
2.   That the fees structure is inclusive of all taxes, deductions, cess, levies, duties etc. (whether past, present and/or future) and all the payments to the Direct Franchisee shall be made after making statutory deductions, if any under the relevant laws. first party shall also have right to set off, deduct and recover from the fees and/or charges and/or from any other sum payable to the Direct Franchisee, any and all amounts which may or become payable by the Direct Franchisee to first party even if the same is in respect of any indemnity offered by the DSA.

G. DIRECT Franchisee REPRESENTATIONS AND WARRANTIES
1.   That the Direct Franchisee has full capacity, power and authority to enter into this agreement and the agreement so executed and delivered would be legally binding and the DSA would be duly bound by it.
2.   That the Direct Franchisee is fully entitled to carry out and observe all its duties, obligations and all the terms and conditions of the present agreement and is not precluded for any reason whatsoever from entering into the present agreement and/or carrying out its obligations and observing the terms and condition of the present agreement or any part thereof.
3.   That the Direct Franchisee has all the necessary permissions, approvals, consents etc. required for the purpose of entering into the present agreement and for the purpose of observing its obligations, duties, covenants etc. under the present agreement. That the Direct Franchisee further represents and assures first party that it would also ensure it would continue to have the full capacity, power and authority to carry out and perform all its duties and obligations as contemplated herein and if required would take all necessary and/or required approvals for and at all times during the continuance of this agreement.
4.   That the Direct Franchisee has the necessary skill , knowledge , experience, expertise, adequate capital, competent personnel, infrastructure, computer and other systems and procedural know-how and capability to perform its obligations in accordance with the terms of this Agreement and to the complete satisfaction of first party.
5.   The execution of this Agreement and providing services by the Direct Franchisee to first party, does not and will not violate, breach and contravene any of the terms and conditions of any Agreement entered with any third parties.
6.   That the Direct Franchisee has complied and shall continue to comply with all laws including labour enactments, rules etc and has obtained all necessary permissions / licenses /authorizations required under law from all concerned authroties, departments etc. including from the central, state and local authorities and has also obtained all required permissions / licenses for carrying out its obligations under this agreement.
7.   That the DSA (including its directors/partners/management/officers/employees etc. and their family members) has no pecuniary or other interests (in any manner whatsoever) which may be prejudicial, conflicting to the interest of and/or the performance of the present agreement.

H.   DIRECT Franchisee CONVENANTS
The Direct Franchisee hereby agrees, undertakes and confirms as under :
1.   That the Direct Franchisee shall carry out all its obligations and functions under this agreement strictly in accordance with all the guidelines prescribed by first party in connection with this agreement from time to time. The DSA undertakes to keep himself informed of all the guidelines of first party whether or not the same are specifically sent to him/it or not and for this purpose the DSA would also inter-alia regularly check the web site of first party.
2.   That the Direct Franchisee shall immediately notify first party in writing of any event which may result in and/or which may give reason to believe that there may be work stoppage, slowdown, labour dispute, strike, any labour disruption or any other such impediment(s) or disruptions in the due performance of the duties, functions and obligations of the Direct Franchisee under this Agreement. The Direct Franchisee shall forthwith submit a report of the events resulting in stoppage of work to first party. The Direct Franchisee agrees that not withstanding anything contained in this agreement in the event of any of the eventualities mentioned herein above first party shall have a right to terminate this agreement by giving fifteen days notice to the Direct Franchisee.
3.   That the Direct Franchisee shall not at any time use or attempt to use name of first party or logo for any purpose including for the purpose of this agreement unless prior written permission/authorization from first party has been obtained. Further all stationery, Boards, Advertising Material, letterheads, envelopes etc. of the DSA shall require the prior approval of first party and shall also comply with the guidelines issued by first party.
4.   That the Direct Franchisee shall ensure that its employees/personnel shall at all times conduct themselves within the parameters of laws and shall not commit, abet or permit the commission of any illegal act while working in the course of this agreement and in the event of any illegal act being committed or abetted, the Direct Franchisee shall be solely liable for the same and shall also be inter-alia liable to pay to first party any loss and/or compensation for loss of goodwill/ business suffered by first party.
5.   That the Direct Franchisee shall obtain all the requisite/required license and/or permission and/or authorizations under all the applicable laws and keep the same valid and subsisting at all times during the tenure of the present agreement.
6.   That the Direct Franchisee shall maintain all the registers and records required to be maintained and in the manner required, under the various labour enactments and rules framed there under.
7.   That the Direct Franchisee shall ensure that:-
i.   No personnel employed by the Direct Franchisee or DSA himself shall commit any misconduct or act(s) in contravention of any of the provisions of this agreements or instructions issued by first party from time to time and/or commit any fraud or is involved in any criminal or civil case. If any personnel commits any act and/or omission and/or misconduct or is any manner involved in a criminal and/or civil case or is guilty of acting in contravention of any provision of this agreement or any law the Direct Franchisee shall be solely and entirely responsible for the same and shall further ensure that no liability and/or loss and/or claim etc. comes upon first party.
ii.   The Direct Franchisee and/or any of its employees or any other person employed by the Direct Franchisee for the purpose of this agreement shall not use any immoral, unethical, illegal or unlawful means in performing its obligations under this agreement. In case any such means are employed by the Direct Franchisee and/or its employees or any other person, then the Direct Franchisee alone shall be responsible for the same.
Further, the Direct Franchisee agrees to indemnify and keep first party indemnified and safe from the consequence of any such act of the personnel and also against any suits, claims, demands, petitions, actions, proceeding etc. that may be filed/initiated against first party by any person for any reason whatsoever as a result which first party has suffered or is likely to suffer any loss, damages, claims, costs, charges, expenses, etc.
8.   That the personnel employed by the Direct Franchisee shall not have any claim whatsoever on first party and shall not raise any industrial dispute, either directly or indirectly, with or against first party, in respect of any of the service condition or otherwise.
9.   That it is further expressly clarified and agreed that in case of death or bodily injury to any such personnel appointed by the Direct Franchisee in some course of carrying out of the services of this agreement, first party shall not be liable or bound to pay any monetary compensation or otherwise be responsible in any way, whatsoever.
10.   That the Direct Franchisee shall immediately notify first party in writing if any of its employee or any other person engaged by the Direct Franchisee has committed breach of any of the employment agreement and/or has committed any act amounting to moral turpitude and/or has been arrested by the police and/or removed from the employment of the Direct Franchisee and/or committed any act which in the opinion of the Direct Franchisee affects the integrity of the person. first party shall have the right to call upon the Direct Franchisee to replace any personnel of the Direct Franchisee who in sole opinion of first party is jeopardizing the interest of first party and the Direct Franchisee shall forthwith comply with the demand of first party.
11.   That the Direct Franchisee shall procure from all its employees (whether presently working with the Direct Franchisee or employed by it in the future) and from such other staff as first party may require, an undertaking not to disclose to any third party any confidential information or knowledge concerning the business of first party and take such steps at the Direct Franchisees own expenses as first party may direct in order to enforce or restrain any breach of the terms of any such undertaking.
12.   That the Direct Franchisee and its employees, staff, agents etc. shall not in any manner forge/fabricate/manipulate/tamper any documents submitted by the customer/potential customer. The Direct Franchisee shall also be liable in the event of submission of any such fake/forged document.
13.   That the Direct Franchisee, shall not in any manner and in any circumstance accept any separate fee/charges/commission from any client in any manner whatsoever (whether directly or indirectly or in kind) at any point of time, failing which the Direct Franchisee will be liable for any losses/damages incurred and for the loss of business/ goodwill to CSL and first party shall be entitled to file and/or prosecute against the Direct Franchisee both civil and criminal remedies.
14.   That in the event of any violation/non compliance/breach of any of the representations, covenants, warranties, clauses or sub- clauses etc. of this agreement, the Direct Franchisee shall be liable to indemnify and immediately pay on demand all the losses/damages incurred and also for the loss of business/goodwill suffered by first party and also keep first party indemnified and safe from all actions (including legal action) which are a consequence (whether direct or indirect) of the acts and/or omissions of the DSA and/or its employees, staff/personnel etc
15.   That the Direct Franchisee and its personnel shall not claim any lien on the amount collected by the Direct Franchisee even if any amount is due and payable by first party to the Direct Franchisee. Further the Direct Franchisee shall hold all such monies/amounts that may come into its possession in trust for first party.
16.   That the DSA would maintain all the required records, registers, accounts, documents and in such manner that first party may require and first party and/or its officers, agents, employees etc. shall be fully authorized and entitled to enter and call for and/or inspect the office of the DSA and also such records at all times and even without any prior notice and the DSA and its employees/staff/personnel etc. shall extend full co-operation and assistance for such inspection.
17.   That the DSA would not do/commit and act and/or omission, which in the sole and absolute opinion of first party would be in conflict with the interest of first party.

I.   ADVERTISING
The Direct Franchisee agrees to advertise its services either alone or jointly with first party in offering/promoting the Products and that no such advertisement shall be issued or published without the prior written approval of the designated officers of first party. In all advertising materials, the Direct Franchisee agrees to prominently display that it is an Franchisee of first party and no material shall or any part thereof shall be misleading or contain any misrepresentation on any account. If any advertisement is issued or published by the Direct Franchisee, alone, it shall itself pay the cost thereof and if it is issued or published jointly by the Direct Franchisee and first party, the cost thereof shall be borne in such manner as may be mutually agreed in writing prior to the publication. The Direct Franchisee agrees to provide adequate space at its business promises for the proper display of first party brochures and other promotional materials in relation to the Products. The DSA would also follow and comply with all the guidelines/requirements that first party may require including for the distribution of any advertising material.

J.   CONFIDENTIALITY AND NON-DISCLOSURE
1.   All details, documents, data, application, software, systems, papers, statements, business/customer information and first party’s practices and trade secrets (hereinafter referred to as ‘confidential information’) which may come to the knowledge and/or be communicated to the Direct Franchisee and / or its employees shall be treated as absolutely confidential and privileged; and the Direct Franchisee irrevocably agrees and undertakes and ensures that the Direct Franchisee and all its employees shall be keep the same secret and confidential and not disclose the same, in whole or in part, to any person without the prior written permission of first party nor shall use or allow to be used any information except to the very limited extent that may be required for the due performance of the Direct Franchisee obligation hereunder. The Direct Franchisee hereby specifically agrees to indemnify and keep first party indemnified, safe and harmless at all times against all and for any consequences that may arise out of any breach of this undertaking by the Direct Franchisee and/or its employees and shall immediately reimburse and pay to first party on demand all damages, loss, cost, expenses or any changes that first party may suffer, incur or pay in connection therewith.
2.   Take all necessary action to protect the confidential information against misuse, loss, destruction and/or alteration and to maintain all such information in the manner and mode specified and/or required by first party.
3.   Not to misuse or permit the misuse (whether directly or indirectly) and/or commercially exploit the confidential information for economic or any other benefit.
4.   Not to make or retain any copies or record of any confidential information submitted by first party other than as may be required for the performance of the Direct Franchisee‘s obligation under this agreement. Further, the Direct Franchisee agrees and undertakes to destroy all such copies and/or record after the purpose of the same has been achieved and/or when first party so requires.
5.   The Direct Franchisee shall promptly notify first party of any unauthorized or improper use or disclosure (that may come its knowledge) of the confidential information.
6.   Return all the information, material, records, material etc. which is in the custody of the Direct Franchisee at the end/termination of the present agreement.
7.   The Direct Franchisee hereby unconditionally agrees and undertakes that it and/or it’s personnel shall not disclose or publish the terms and conditions of this agreement or of any information submitted by first party or otherwise coming to its/their knowledge under this agreement to any third party unless such disclosure is required by law.

K. INDEMNITY
The Direct Franchisee hereby agrees and undertakes to indemnify and keep first party indemnified & safe at all times against :-
1.   All losses, misappropriation, misuse or damage of any of the documents and/or any other security instruments which may be in possession of the Direct Franchisee or its personnel or within the control of the Direct Franchisee or its personnel.
2.   Any or all claims, liabilities, damages, losses, costs, charges, expenses, proceedings and actions of any nature whatsoever made or instituted against first party and/ or any customer directly or indirectly by reason of
a)   Any wrongful, incorrect, dishonest, criminal, fraudulent or negligent work, misfeasance, disregard of duties by the Direct Franchisee or its personnel: and /or
b)   Any theft, robbery, fraud or wrongful act or omission by the Direct Franchisee or its personnel: and/or
c)   Any breach of any of the provisions of the agreement or any of the annexure(s) by the Direct Franchisee or its personnel: and/or
d)   Any loss or damage caused to first party or its customer for any default or mistake or error or commission or omission and/or any act which is not authorized or done in accordance with the procedure laid down by first party and/or
e)   Any loss or delay in handling/depositing the amount paid by the customers to first party and/or
f)   Any loss that may be suffered by first party as a result of incorrect calculations by the Direct Franchisee or any of its employees or any person engaged by it. All indemnities shall be in addition to one another and shall also survive expiry of termination of this Agreement and the Direct Franchisee shall continue to be liable under all the indemnities contained in the present agreement (whether in the present clause or otherwise).

L.   TERMINIATION
That, without any prejudice to the rights and remedies available to first party under this Agreement, first party shall have the rights to terminate this Agreement by giving 15 days notice without assigning any reason whatsoever, further first party shall also be entitled to terminate this agreement by giving a 24 hour notice, in the event of any serious violation of the terms and conditions of the present Agreement. That the Direct Franchisee agrees and undertakes that first party in its sole and absolute discretion would be entitled to decide whether a violation is a serious one or not and the discretion so exercised would be binding on the Direct Franchisee.

M.   EVENTS OF TERMINATION That, without any prejudice to any rights of first party, first party shall be entitled to terminate this Agreement:
1.   If the Direct Franchisee fails or neglects to observe or commits or any breach of the terms, conditions, provisions or stipulations of this Agreement, or allows and/or permits any such breach to be committed; or
2.   If any breach of the terms, conditions, provisions or stipulations of this Agreement is committed and such breach is remediable and if first party the Direct Franchisee fails to provide the required remedy for such breach within reasonable time (that this clause shall be in addition and not in substitution of clause M (i) immediately above; or:
3.   If any of the representations made by Direct Franchisee are found to be false or wrong. or;
4.   If the Direct Franchisee commits any act or omission as a consequence of which the business of first party may suffer or is likely to suffer; or
5.   If the Direct Franchisee acts beyond the scope of the Agreement or is suspected of falsifying and/or tampering and/or forging records and/or furnishing to first party and/or the Customers any false records and/or information; or
6.   If in the sole and absolute opinion of first party it’s rights and/or goodwill and/or reputation and/or business suffers and/or is likely to suffer due to any act(s) or omission(s) of Direct Franchisee and/or its employees, personnel, agents etc.
7.   If the DSA commits any act and/or omission or on the occurrence of any event which in the sole and absolute opinion of first party renders the DSA incapable of effectively carrying out the purpose of the present agreement. In addition to the above first party is also entitled to terminate the present agreement for any reason whatsoever that it may so deem appropriate in its sole and absolute discretion and even without disclosing such reason.

N.  CONSEQUENCES OF TERMINATION
That, upon the termination or expiration of this Agreement for any reason, the Direct Franchisee shall:
1.   Immediately cease to operate as the Direct Franchisee and not hold/represent itself in any manner as the Direct Franchisee of first party and refrain from any act and/or omission that would or may indicate any relationship between it and first party.
2.   Return to first party forthwith all documents, statements computer floppies and all other materials and documents that may have come into its possession whether the same are confidential or otherwise.
The expiration or termination of this Agreement shall be without prejudice to the accrued rights of the parties.

O.   NO WARRANTIES WITHOUT AUTHORITY
That, the Direct Franchisee shall make no statement, representation or claim and shall give no warranty to any person in respect of the business of first party except to the very limited extent that may be specifically authorized in writing by first party.

P.   ASSIGNMENTS AND SUB-CONTRACTING
The Direct Franchisee shall itself perform its obligation under this agreement and the Direct Franchisee shall not assign, transfer or sub-contract any of its rights and obligation under this agreement or any part thereof to anyone, expect with prior written permission of first party. However first party shall be entitled to assign/ transfer its rights and benefits under this agreement, to any third party/person/entity etc. as it may require.

Q.   NOTICE
That any notice or request or communication to be given or made by a party to the other shall be in writing and shall be sent to the concerned party(s) at the address mentioned above in the present agreement. That the notice/request/communication sent by the Direct Franchisee to first party shall be vide Pre-paid Registered AD Post/Speed Post/e-mail and shall be deemed to have been received by first party, when it shall have actually been actually received by first party. That the notice/request/communication sent by first party to the Direct Franchisee may be sent in any manner that first party may so deem fit and proper (in its sole and absolute discretion) and the same shall be deemed to have been received by the Direct Franchisee

R.   COMPENSATION
That in the event of any loss and/or damage and/or expense etc. being incurred and/or suffered by first party and/or by any client of first party due to the failure and/or breach on part of Direct Franchisee as to its obligations, duties, indemnities, representation and/or terms of this agreement (whether the same is wilful or not), the Direct Franchisee shall be liable to pay to first party thrice the amount of such loss and/or damage and/or expense etc. incurred by first party and/or its client, including the loss of business and goodwill of first party. Further the DSA shall be liable to pay interest @ 18% per annum on all amounts payable by it to first party whether under the present agreement (including towards indemnification) or otherwise.

S.   TIME IS THE ESSENCE
Time shall be the essence of this agreement in so far as it relates to the observance and/or performance by the Direct Franchisee of all or any of its obligations under this agreement.

T.   ARBITRATION & JURISDICTION
That in the eventuality of any dispute or difference should arise on any matter relating to or arising out of the of the present agreement and/or any amendment, modification, supplementary agreement thereof, whether during its subsistence or thereafter the same shall be referred to the Sole Arbitration of an arbitrator to appointed by first party whose decision shall be final and binding upon the parties. The sole Arbitrator shall conduct the arbitration proceedings at Nashik. It is also mutually agreed between the parties that first party would be entitled to invoke the present arbitration agreement even after the termination of the same. That in the event of such an Arbitrator to whom the matter has been originally referred dying or bring unable/failing/refusing to act for any reason whatsoever and/or withdrawing from his office at any stage/time, first party shall be entitled to appoint another person to act as the Sole arbitrator. That such arbitrator shall be entitled to proceed with the reference from the stage at which it was left by his predecessor. It is also agreed between the parties that arbitration proceeding would be conducted in English only and in no other language. That the Courts at Nashik shall have exclusive jurisdiction (subject to the arbitration proceedings which are to be also conducted at Nashik) over any or all disputes arising out of this Agreement and the parties hereby submit themselves to the jurisdiction of Nashik Courts and/or Tribunals.

U.   Terms and conditions
1.   Franchisees - company will/can dismiss any Franchisee for any reason, appoint extra Franchisees at any post in any area. Company will/can dismiss or take legal action against any cheater, fraud, bad Franchisee. It is must to all Franchisees to inform within 72 hours all information of current money, balance amount, registrations, problems, complaints, inquiries, etc etc all company related information to their company incharge and head working office of the company and must to take confirmation of every above mentioned things from the company. It is must to an Franchisee that he/she will working only in/on/at that/those area, list, clients, which decided by the company and never brakes this/these things, if he/she will done this/these things he will dismiss by the company permanently without any prior notice or intimation. Company has rights to change every/all/any commission slab/slabs without giving any prior notice or intimations to any Franchisee. Any Franchisee don't right to claim against it. When Franchisees dismissed it means he/she will not eligible to get any backdated, current and futureable commission, and all then comission/commissions will stop by the company automatically.

V.   General
1.   This Agreement shall not be supplemented, interpreted, amended or modified in any manner except by in writing signed by a duly authorized officer or representative of each of the Parties hereto. Such an Agreement containing the additions, deletion and/or alteration and signed by all parties hereto shall form an annexure and be deemed to be a part of to this Agreement.
2.   The heading to the clauses in the present Agreement shall be read in conformity to the contents of the clause and/or Agreement and in case the same is in contradiction to the terms and conditions of the Agreement then the terms of the Agreement shall have precedence,
3.   This Agreement, together with all annexure attached hereto, which are incorporated herein by this reference, constitutes the entire Agreement between the parties and supersedes all prior oral and/or written negotiations and Agreement between the parties with respect to the subject matter hereof.
4.   Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of prohibition or unenforceability but shall not invalidate the remaining provisions of this Agreement or Agreement or affect such provision in any other jurisdiction.
5.   The territory in which the Direct Franchisee shall render services will be Nashik In witness where of FIRST PARTY and Direct Franchisee have executed this agreement at Nashik on the 29/05/2024.

DONEC SMILE PRIVATE LIMITED To provide any kind of service, goods, registration, subscription, etc. to any user who is not a paid (free user) to this company. DONEC SMILE PVT. LTD. Is not binding on the Company or anyone affiliated with this Company, nor shall it be binding.