Terms of use

About us

We provide software to the owners and operators of franchise businesses (“Franchisors”) to assist them in growing their businesses, including without limitation providing tools to support the assessment of existing and potential franchise business operators (“Candidates”) (“Platform”).

Agreement

1. About these terms

   1. In these Terms, “we”, “us” or “our” means Franchise Lab Pty Ltd ACN 651 807 180 and includes its subsidiaries, and its respective directors, employees and agents. “You” or “your” means any Franchisor, including employees or contractors of the Franchisor, or any Candidate who accesses or interacts with the Platform.
   2. You should read these Terms carefully. These Terms, together with our Privacy Policy, apply to your use of our Platform.
   3. By using or accessing the Platform, you indicate your acceptance of these Terms. By accepting these Terms, you agree to the obligations imposed on you under these Terms and, in exchange, we agree to provide you with access to the Platform. If you do not agree to these Terms, you should immediately cease accessing and using the Platform.
   4. We reserve all rights to alter these Terms at our discretion. Each time you use the Platform, it is your responsibility to be aware of our Terms. Your continued use of the Platform following the posting of changes to these Terms will be deemed your acceptance of those changes.
   5. These Terms, as amended by us from time to time, continue to apply for the duration of your use of the Platform.

2. Definitions

   1. In these Terms, the following expressions have the following meanings, unless otherwise stated:
      “Candidate” means any existing or potential Franchisee who is invited to use the Platform for the purposes of completing one or more Delegated Assessments;

      “Delegated Assessment” means an assessment hosted on our Platform to assist Franchisors in processing their assessment of a Candidate;

      “Developed IP” has the meaning given to it in clause 9.2;

      “EULA” means our End User Licence Agreement to be entered into by a Franchisor in order for us to provide them with the Services;

      "Franchise" means franchise business operated by a Franchisor;

      “Franchise Terms and Conditions” means the terms and conditions of a Franchisor’s organisation that will come to govern their relationship with any relevant Candidate or other applicable user introduced to the Platform;

      "Franchisee" means the owner and operator of a Franchise;

      "Franchisor" means the owners and operators of Franchise businesses that accesses or uses the Platform or Services, including without limitation where they are onboarded directly by us or through any third parties;

      “Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable), including, but not limited to, all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;

      “Material” means any information, data, documents, source codes, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on the Website, or otherwise displayed, uploaded or published on, or via, the Website;

      “Payment Processing Services” means any services that we provide pursuant to these Terms which are to be used to process payments in relation to purchases on the Platform;

      “Platform” means the website located at http://www.franchiselab.com or any other website nominated by us from time to time, and any associated services, software, networks or processes;

      “Privacy Policy” means our privacy policy, available at: http://www.franchiselab.com/privacy

      “Provider IP” has the meaning in clause 9.1;

      “Purchase” means a purchase of Services listed on the Platform by a Franchisor;

      “Services” refers to the Platform and any associated services we provide pursuant to these Terms; and

      “Terms” means these Terms of Use and all of the terms of any order placed by you through the Platform;

      “Updates” has the meaning in clause 4.17; and

      “User Data” has the meaning given to it in clause 9.6.

3. Access to the platform and services

   1. The Platform provides a secure system for use by Franchisors in growing their businesses, including without limitation providing a range of tools and processes to support the Franchisor with their assessment of Candidates. Our Services to you include but are not limited to providing access to the Platform.
   2. To access the Platform, a Candidate must be registered by a Franchisor. It is the responsibility of the relevant Franchisor who is referring a Candidate to the Platform, to verify a Candidate’s details and to provide us with the information required to provide the Platform and Services to the Candidate.
   3. If a Franchisor registers for an account in accordance with clause 4 and its registration is accepted by us, it will have access to the Services and will be able to:
      1. access and use the Platform and any ancillary products or Services;
      2. manage data relating to Candidates on the Platform;
      3. invite Candidates to complete assessments (as applicable);
      4. receive detailed reports of assessment data collect; and
      5. update its profile, password and subscription options.
   4. If a Candidate accepts an invitation to complete an assessment(s) in accordance with clause 4, it will have access to the Platform and Services and will be able to:
      1. securely access the Platform and any applicable Delegated Assessment;
      2. view and complete Delegated Assessment(s) issued by the Franchisor, including but not limited to functionality that supports the:
         1. input of data and uploading of documents as required by a Delegated Assessment;
         2. input of data and uploading of documents as requested by the Franchisor; and
      3. save their progress on a Delegated Assessment, to be resumed at a later date.
   5. In order to access the Platform, you may incur associated third-party costs, including but not limited to costs covering data usage fees and other similar charges from third-party service or telecommunications providers. We take no responsibility and will not be held liable for third party fees or charges by a third party incurred when accessing or using the Platform.

4. Your use of the platform and services

   Accessing the Platform and Services

   1. To access the Platform and certain parts of the Services:
      1. a Franchisor must register with us by signing up to our End User License Agreement (“EULA”);
      2. a Candidate must be registered by a Franchisor and must then be invited by that Franchisor to complete a Delegated Assessment.
   2. If a Candidate accepts the invitation to complete a Delegated Assessment, they consent to the following:
      1. the receipt of emails from us regarding information relating to their access and use of the Platform, Services and their applications;
      2. the provision of data collected through the Delegated Assessment to the Franchisor that referred the Candidate to the Platform, for the purposes of providing the Franchisor with the Services; and
      3. from time to time, we may email the Candidate regarding our Services or third-party products and services which we believe may be of interest to them, such as new products, features, special offers and updated information. The emails may contain code that enables our database to track their usage of the emails, including whether the email was opened and/or what links (if any) were clicked. We may combine that information with other information which we have and may use that information to improve the Platform experience and/or provide customised email communications.
   3. You acknowledge that we may use your any personal information provided to us or any other data obtained via your use of the Platform and Services in accordance with our Privacy Policy.
   4. A Candidate expressly authorises us to make such enquiries as we may require to provide the Services to a Franchisor. To this extent, a Candidate acknowledges and agrees that we may:
      1. provide their confidential information to an accredited third party to assess their creditworthiness or verify their identity;
      2. request references from credit providers, credit bureaus or mercantile agencies; or
      3. be authorised to make, directly or through third parties, any other enquiries we consider necessary to provide the Services,

      as we require from time to time. As noted, this may include performing capability checks (e.g. police and credit checks) and verifying information of the Candidate against third-party databases.

   Legal Capacity

   1. You must be eighteen (18) years of age or over to access and use the Platform and our Services. If you are under the age of 18 years (a “Minor”), we are entitled, at our absolute discretion, to cancel, restrict or terminate your access to the Platform or Services.
   2. 4.6 You acknowledge and agree that you are not a Minor, and that you will not facilitate the access and use of the Platform or Services by any Minor.

   General use of the Platform and Services

   1. You must ensure that your access to, and use of, the Platform and Services is not illegal or otherwise prohibited by laws that apply in your jurisdiction.
   2. You acknowledge that our ability to be able to provide the Platform and the Services to you without delay or interruption is dependent on your full and timely cooperation. You will:
      1. co-operate with and assist us in the supply of the Platform and the Services;
      2. promptly provide us with full and accurate information, data and explanations as and when required (if applicable), noting that Candidates will be entitled to pause and save any Delegated Assessments;
      3. comply with all applicable laws, regulations and industry standards with respect to your activities and obligations under these Terms;
      4. ensure that your network and systems comply with any relevant specifications and guidelines provided by us from time to time; and
      5. comply with all reasonable directions and guidelines from us as advised from time to time.
   3. By uploading, posting, transmitting or otherwise making available any information via the Platform, you:
      1. grant to us a non-exclusive, worldwide, royalty-free, revocable, sub-licence to use, and distribute the information in any form for any purpose and unconditionally waive any moral rights that you might have in respect of the information; and
      2. represent and warrant that you either own the Intellectual Property Rights in that information or have the necessary permission to upload, post, transmit or otherwise make available that information via the Platform.
   4. Any information on the Platform or otherwise provided to you is supplied in good faith but we do not guarantee its accuracy or completeness. You agree that it is your responsibility to make enquiries as to the accuracy or completeness of any information that you provide to us.
   5. As noted, we may receive some information about Candidates from a Franchisor for the purposes of providing the Services. To the extent that we receive personal information we will ensure that our use of said information is compliant with our Privacy Policy.
   6. You agree that you have sole responsibility for any activity that occurs when accessing the Platform as a Candidate or Franchisor. You must keep your access secure, as you are responsible for any such activity (whether undertaken by you or anyone else). You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of the Platform or Services.
   7. The Services may contain links to other websites. Those links are provided for convenience only and may not be current. Anyhyperlinks or banners advertising other websites on the Platform, or external websites that advertise the Platform, are notsubject to our control or privacy standards, policies and procedures. We will not be responsible for the content or privacypractices associated with such linked websites and we recommend that you make your own enquiries as to the privacy andother policies of those third parties.
   8. You must take precautions to ensure that when accessing the Services, you do not expose your telecommunications or computer systems to viruses, malware or other forms of interference that may damage your telecommunications or computer systems. We are not responsible for any such damage to your telecommunications or computer systems which may arise in connection with your access to the Platform and use of the Services.
   9. While using the Platform, and any associated Services, you must not:
      1. misuse any part of the Platform by introducing viruses, trojans or other material that is malicious or technologically harmful;
      2. modify the Platform or merge any aspect of the Platform with another programme other than as expressly provided under these Terms;
      3. encumber, transfer, license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Platform or make the Platform available to any third party (including, but not limited to, providing Platform login details or passwords, or otherwise provide access to or features of the Platform, to an unauthorised third party) unless otherwise agreed with us at payment;
      4. copy or use the Platform for any purpose other than as permitted in these Terms;
      5. engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
      6. attempt to gain unauthorised access to any part of the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform;
      7. engage in any activity that interferes with or disrupts the Platform or Services or the servers and networks that host the Platform or otherwise engage in any conduct on the Platform that is in breach of these Terms (or any agreements mentioned therein);
      8. attempt to circumvent, disable or otherwise interfere with any security-related features of the Services or any features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content of the Platform;
      9. modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact us and provide us with an opportunity to create such changes as are needed for interoperability purposes). You may not release the results of any performance or functional evaluation of any of the Platform to any third party without our prior written approval for each such release;
      10. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Platform;
      11. engage in any abusive or derogatory behaviour; or
      12. advocate, support or practice discrimination based on race, religion, age, national origin, language, gender, sexual orientation or mental or physical handicap,

      unless otherwise agreed by us, in our sole discretion.

   10. You must procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Platform or the Services to you.
   11. We may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Platform and related services ("Updates"). These may be automatically installed without providing any additional notice or receiving any additional consent. By continuing to use the Platform after an Update, you will be taken to have consented to the Updates.
   12. We may contact you by email or provide you with information relating to the Platform, the Services, or a Delegated Assessment. It is the responsibility of Franchisors to ensure that all Franchisors and any Candidates they have referred to the Platform, have correct contact details registered with us.
   13. We may, at our absolute discretion, terminate, suspend, delete or restrict your access to the Platform or the Services (or any part of the Services) for any reason without notice. This includes for security, technical, maintenance, legal or regulatory reasons or due to any breach of these Terms. If we do this, you may be prevented from accessing among other items, existing Delegated Assessments and other content contained on the Platform. We will not be liable to you or any third party for doing so.
   14. If you fail to comply with these Terms, we may, in our absolute discretion and without liability:
       1. immediately, temporarily or permanently withdraw your right to access and use the Services and the Platform (including deletion of your account);
       2. take any other legal action against you; or
       3. refer or report any suspected fraudulent, abusive or illegal activity to relevant law enforcement authorities.
   15. Any breach of this clause 4 constitutes a breach of these Terms and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Platform or the Services, and/or take further actions against you for breach of these Terms.

5. Termination

   1. We may, at our absolute discretion, terminate or cease to supply you with access to the Platform and/or the Services, if:
      1. it transpires that you have provided false or misleading information on the Platform;
      2. you are found by us to be offensive or abusive to a Franchisor or Candidate;
      3. if applicable, you fail to pay any fees or charges payable by you on time or at all; or
      4. you are in breach of any of these Terms.

6. Warranties

   1. We will, within a reasonable period of time, investigate any alleged error or issue regarding any of the Services, provided that you notify us in writing within seven (7) days of becoming aware of the error or issue with all necessary information to be able to investigate the error or issue. Notwithstanding, you agree that our liability will be limited in any event to the right to attempt redelivery of the Services to you.
   2. You agree to use your reasonable endeavours to ensure that the information that you supply us is complete and accurate and notify us in writing if there is any change to the information supplied.
   3. Except as provided in these Terms, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with these Terms is given by us, other than as required by law. All implied warranties are hereby excluded.
   4. Nothing contained in these Terms excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.

7. Liability

   1. You assume sole responsibility for your use of the Platform and the Services (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use.
   2. To the extent permitted by law, we will not be liable for any loss, expenses, liabilities, costs or damage caused by:
      1. errors or omissions in any information or instructions provided to us by you in connection with the Platform, the Services or any actions taken by us at your direction. For the avoidance of doubt, this exclusion of liability shall apply in respect of any liability or losses stemming from interactions with the Platform or Services associated with any Franchise Terms and Conditions; or
      2. viruses, system failures or other technologically harmful material that may infect your computer equipment, programs, data or other material due to your use of any part of the Platform or downloading of any material posted on it or on any website linked to it. We recommend you ensure you have up-to-date virus checking software installed.
   3. To the extent permitted by law, we are not responsible for dealing with, and not liable for, any disputes or complaints made by a Candidate in relation to information provided or utilised by a Franchisor, via the Platform. In such instances, the relevant Franchisor is responsible for addressing such complaints directly with the Candidate.
   4. In no event will we be liable to you or any third party for any:
      1. loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused;
      2. breach by you or any third party of the Intellectual Property Rights of a third party or any laws, regulations or any relevant industry codes;
      3. viruses, worm, trojan or other malicious code introduced into, or transmitted to, you or any third party during the course of using the Platform or the Services; or
      4. loss of or damage to any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms of Use.
   5. For the avoidance of doubt, you agree that we will not be liable for any indirect, consequential, special or exemplary losses, expenses or liabilities, or loss of profits, loss of revenue, economic loss, loss of goodwill, corruption or alteration of data, failure to realise anticipated savings, loss of opportunity, expectation loss or loss of production, arising out of, or in connection with, the provision or use of the Services, the Platform, or these Terms.
   6. To the extent permitted by law, we will not be liable to a Candidate for any one event or series of related events (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of, or in connection with, these Terms or their access and use of the Platform and Services.
   7. You acknowledge and agree that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.
   8. This clause 7 survives termination or expiry of these Terms.

8. Indemnity

   1. To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against us which are connected with, arise out of, relate to or are incidental to the provision of the Platform and your use of the Services.
   2. You indemnify us, and hold us harmless, from and against any and all claims, loss, damage, taxes, liabilities and/or expenses that may be incurred by us arising out of, or in connection with, your use of the Platform, the Services and any breach by you of these Terms, including, but not limited to, claims or damages that arise as a result of reliance on Franchise Terms and Conditions.
   3. You agree and acknowledge that we will not be liable or responsible for any loss or damage suffered by any other user due to your actions, and you indemnify us from and against any and all claims by that other user (as applicable) in relation to your actions (including content created and posted or provided by you).
   4. This clause 8 survives termination or expiry of these Terms.

9. Intellectual property

   1. You acknowledge that all Intellectual Property Rights in the Services and Platform are the property of us (or our licensors) (“Provider IP”) and your use of, and access to, the Services and Platform does not give you any rights, title or interest in or to the Services or Platform. Unless expressly authorised either under these Terms or otherwise by the licensors, you may not reproduce, adapt, modify, display, perform or distribute the Services or Platform or any part of the Services or Platform.
   2. All Intellectual Property Rights discovered, developed, or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Platform or the provision of any Services will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the “Developed IP”). You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Platform, the Provider IP and/or the Developed IP.
   3. You may not modify or copy the layout or appearance of the Services or any computer software or code contained in the Services or Platform, nor may you decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to the Services.
   4. You may access and use the Platform for your internal and non-commercial use only. You must not in any form or by any means reproduce, modify, distribute, store, transmit, publish, use or display the Services or Platform on another website or commercialise any information obtained from any part of the Services or Platform without our prior written consent.
   5. By uploading, posting, transmitting or otherwise making available any Material via the Services or Platform, you:
      1. grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable licence to use the Material in any form for any purpose and unconditionally waive any moral rights that you might have in respect of the Material; and
      2. represent and warrant that you either own the Intellectual Property Rights in that Material or have the necessary permission to upload, post, transmit or otherwise make available that Material via the Platform.
   6. You retain ownership rights to data and content that you provide to us, whether by uploading to the Platform or otherwise (“User Data”).
   7. Any Candidate information provided to us by a Franchisor may be subject to a separate collection arrangement as determined by the Franchisor and the relevant Candidates. For the avoidance of doubt, if we receive Candidate information, the Candidate acknowledges that we may use this information for the purposes of providing the Services. A Candidate’s information will be treated on behalf of the relevant Franchisor who referred them to the system. If the Franchisor terminates their relationship with us, or the Candidate requests we remove their personal information we shall do so as soon as practicable, though we may retain any information for legally permissible purposes and may still use access or use of de-personalised information for internal analytical purposes.
   8. For avoidance of doubt, and in accordance with all applicable privacy laws, it is the Franchisor’s  responsibility to ensure that they have received the appropriate prior consent of a Candidate as required for us to utilise the Candidate’s personal information for the Services. It is not our responsibility to confirm that the personal information is true, complete, accurate and up to date, or that the Franchisor has obtained the required consent of the Candidate.
   9. You grant us a worldwide, perpetual, revocable, non-exclusive and royalty free license to access and use the User Data for the purpose of performing our obligations under this Agreement.

10. Unavoidable events

    1. We will not be liable to you if we are prevented from, or delayed in, providing the Services due to acts, events, omissions or accidents beyond our reasonable control (“Unavoidable Events”). Where an Unavoidable Event occurs, we will attempt to recommence provision of the Services as soon as reasonably practicable.

11. Dispute resolutions

    1. If you have a complaint about the performance of these Terms or the Services, you will contact us at complaints@franchiselab.co in the first instance and allow us reasonable time to consider your complaint, determine a possible solution and notify you of the solution.
    2. This clause 11 survives the expiry or termination of these Terms.

12. Privacy

    1. We are committed to protecting your privacy and personal information. Further details about our practices relating to the collection, use, disclosure and storage of your personal information can be found in our Privacy Policy.

13. General

    1. Any provision of these Terms that is found to be void or unenforceable will, to the extent that it is void or unenforceable, be severed from these Terms without affecting the enforceability or validity of any other provisions.
    2. A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.
    3. These Terms are governed by the laws of New South Wales, Australia. The parties unconditionally submit to the exclusive jurisdiction of the courts exercising jurisdiction there.