NUMBERNAGAR® POLICY FRANCHISE EDUCATOR TERMS & CONDITIONS
Last modified – 3 Dec 2024
TERMS & CONDITIONS GOVERNING NumberNagar® FRANCHISE EDUCATORS (referred as FRANCHISEE)
NumberNagar Learning Private Limited, a company registered under the Companies Act, 1956, having its registered office at No. 224, Karishma Hills, Gubbalala, Bengaluru 560061 (hereinafter referred to as “Company” which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) acting through its authorized representative Mr. Ravi Shankar R, Co-Founder, of the ONE PART.
AND an Indian resident individual (hereinafter referred to as “FRANCHISEE” which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns), of the OTHER PART.
Both the parties are collectively referred to as “Parties” and individually as the “Party”
Company is Bengaluru-based and dedicated to nurturing and fostering the Education movement in India. Company has pioneered in research, design, development and implementation of educational solution and systems called NumberNagar® in Phonics and Maths, for children of grades KG to 5. Company is the owner of the trade name and trademark “NumberNagar®”
WHEREAS, the Company is desirous of promoting its educational products and services under its trade name and trademark, NumberNagar®, by establishing and operating educational workplaces throughout the country; and
WHEREAS, the Company seeks to expand its operations by appointing Franchisees who will establish and manage additional NumberNagar® workplaces, thereby enabling the Company to increase its reach and provide high-quality educational services to a broader audience, across India.
WHEREAS, the FRANCHISEE has expressed her interest and willingness to establish a NumberNagar® franchise workspace at the location/city specified in her Registration Form; and
WHEREAS, the FRANCHISEE has represented to the Company that she is in a position to invest the necessary capital and secure a suitable premise within her residence, to set up and operate the business of providing sustained educational services to students throughout the term of this Agreement; and
WHEREAS, following negotiations between the Parties, the Company has agreed to accept the FRANCHISEE’s offer under certain terms and conditions, which are set forth in detail in this Agreement.
NOW THEREFORE, in consideration of the mutual premises, covenants and promises herein contained, the Parties do hereby agree as follows:
1. Term
The Company hereby grants the FRANCHISEE a non-exclusive license to use the trade name and trademark of “NumberNagar®” solely for the purpose of providing educational
services in accordance with the terms of this Agreement. This license shall be effective for a period of two (2) years from the Effective Date, which is the date of Franchise Fee payment, by the FRANCHISEE.
Upon the expiration of the initial term, this Agreement may be extended or renewed for an additional period, subject to the mutual agreement and written consent of both the Company and the FRANCHISEE.
2. Intellectual property rights
a. It is expressly stated that the FRANCHISEE can operate with the Company provided products only from the date of execution of the Franchise Agreement. Company owns NumberNagar® Intellectual Property rights during and after the currency of this Agreement and the FRANCHISEE hereby undertakes not to use, promote, sell or deal in any manner which affects the intellectual property rights of the Company. All the materials, stationeries, etc bearing the Brand name shall at all times be the exclusive property of the Company. The FRANCHISEE agrees not to apply the Brand name NumberNagar® to any other goods, or as part of FRANCHISEE trade name or otherwise, except and unless permitted in writing by the Company.
b. The NumberNagar® Intellectual Property Rights shall include name, logo, materials delivered at the FRANCHISEE workplace, 5C™ Methodology training and all the other materials provided by the Company. In case of this Agreement being terminated, the above-mentioned NumberNagar® materials shall be handed over to the Company.
3. Title to the products and materials
a. The FRANCHISEE acknowledges that the title of the products and materials supplied by the Company for use in the franchise operations shall always remain with the Company. The FRANCHISEE undertakes not to claim ownership of the products and materials supplied by the Company or deal with the same except as provided in this Agreement.
b. Except as specifically permitted by the Company here in this Agreement, the FRANCHISEE agrees not to sell, dispose or otherwise deal with or create any charge or liability in respect of the products, materials or any other goods or assets or equipment supplied by the Company and lying in the FRANCHISEE’s custody or possession.
c. The FRANCHISEE shall ensure proper and safe custody of products and materials supplied by the Company against fire, theft, pilferage, loss, damage etc. The FRANCHISEE shall at its own cost, implement gadgets, systems or processes as may be recommended by the Company to prevent such incidents.
d. The FRANCHISEE shall not without the Company’s written consent modify or alter the product or materials supplied by the Company or change their appearance in any manner whatsoever.
4. Location
a. Location will be as per the details filled by the FRANCHISEE, in the registration form
b. Number of Unit franchise allocated to FRANCHISEE, as part of this Agreement, shall be one (1) only.
c. The franchise will operate from the FRANCHISEE residence. Workplace requires a private dedicated area of at least 100 sq. ft., with a table that is spacious enough (minimum dimensions: 3 ft. in length, 3 ft. in width, and 25 to 30 inches in height) to comfortably seat the FRANCHISEE educator and up to three students. Additionally, bookshelves will be necessary to store the learning materials.
d. The FRANCHISEE agrees to comply with any updates or changes to these requirements as directed by the Company.
e. Brand/Name displayed at franchise location shall be “NumberNagar®” only.
f. FRANCHISEE will be woman only.
g. FRANCHISEE shall not run any other education/learning business in the agreed workplace. The FRANCHISEE agrees not to stock any other articles or products manufactured or marketed by any other third person, company or firm in the franchise premises during the period of this Agreement unless permitted by the Company in writing. The FRANCHISEE acknowledges that the aforesaid requirements are reasonable for protection of the intellectual property that the Company has in its brands.
h. The Parties shall, jointly manage any transfer of this Location’s Franchise rights. Transfer shall require the prior written approval of the Company.
i. Any transfer of this franchise to any new address shall be with the prior written approval of the Company.
j. FRANCHISEE agrees that the Franchise rights cannot be transferred to an other individual.
5. Consideration
a. Franchise Fee shall include delivery of One Phonics Kit, One Maths Kit, Product usage Fee and training
b. Franchise Fee is Non-Refundable at any point of time and for any reason
c. This fee is for a limited period of first term of two (2) years only. The fee for any extension shall be as per the mutually agreed terms.
d. Service: Student fee per subject per month (for 8 hours) shall be as agreed between Company and FRANCHISEE, during the payment of franchise fee. This student fee shall be revised every year based on mutual discussions between the Parties. Student fee revision shall depend on quality of classes delivered and the customer satisfaction over the academic year.
e. It is expressly stated that the parents shall directly pay student fee to the Company for the classes conducted by the FRANCHISEE under this Agreement. The FRANCHISEE is
authorized to follow up, collect fees from the parents. Parent payment is accepted only via bank transfer or UPI payments.
f. After retaining the royalty, a portion, as agreed between Company and FRANCHISEE during franchise fee payment, shall be transferred to the Franchisee as Service Fee on a weekly basis.
g. The FRANCHISEE shall pay all taxes and fees including income tax as may be applicable in connection with commencement and operation of franchise during entire term of the Agreement.
6. Confidentiality
Each Party agrees to maintain absolute confidentiality over all of the information, including, without any limitation, documents, publicity materials, processes, etc., which comes or may come in possession and agrees would not use / share such information except to the extent of complying with and / or fulfilling its obligations herein and with such persons as is necessary on a need to know basis.
7. Responsibility Matrix
The roles of responsibilities of each Party in relation to matters arising out of this Agreement are as follows:
| Functions | Franchisee Role | Company Role |
|---|---|---|
| Intellectual Property Rights | Beneficiary | Owner |
| Approval of workspace | Responsible | Approver |
| Workplace facility maintenance | Responsible | Approver |
| Product handover | Beneficiary | Responsible |
| Training & Certification | Beneficiary | Responsible |
| Research & Development | Beneficiary | Responsible |
| Marketing and Sales | Responsible | Support |
| Customer testimonials | Responsible | Not Responsible |
| Mobile for Communication | Responsible | Not Responsible |
| Student registration process | Responsible | Not Responsible |
| Adherence to Operations compliance | Responsible | Support |
| No additional staff other than Franchisee | Responsible | Approver |
| Workplace hygiene maintenance | Responsible | Approver |
| Training the students | Responsible | Not Responsible |
| Student test and exam results improvement | Responsible | Not Responsible |
| Google reviews by Customer, on Company Google location | Responsible | Not Responsible |
| Prevention of Harassment complaints | Responsible | Support |
| Scheduled Audit of workspace | Responsible | Support |
| Surprise Audit of workspace | Support | Responsible |
| Quality Management | Responsible | Support |
| Shifting to new location | Responsible | Not Responsible |
| QR stand | Support | Responsible |
| Customer follow up & Fee collection | Responsible | Support |
| Receipt to Customer | Support | Responsible |
| Revenue sharing | Beneficiary | Responsible |
| Franchisee tax filing | Responsible | Not Responsible |
Responsible means the party (company/franchise as applicable)will be the owner of the function and will be bearing the cost related to the responsibility
8. Indemnity
FRANCHISEE hereby indemnifies, defends, and holds the Company, the Company’s directors, employees, agents, representatives and other authorized users and each of the foregoing entities’ respective resellers, distributors, service providers and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives, harmless from and against any and all losses, damages, liabilities, expenses and costs arising from (i) FRANCHISEE breach of provisions of this Agreement (ii) any negligent or intentional wrongdoing on FRANCHISEE part (iii) claims, losses, liabilities or legal costs resulting from harassment or misconduct allegations.
9. Limitation of Liability
a. The total liability of Company, whether in contract, tort, or otherwise, arising out of or in connection with this Agreement shall not exceed 50% of the total first Franchise Fee paid to Company, by the FRANCHISEE.
b. Company shall not be liable for any indirect, special, incidental, consequential, or punitive damages, however caused, including, without limitation, any damages resulting from loss of use, loss of data, loss of profits or loss of business arising out of or in connection with this Agreement, or services or for any other obligations relating to this Agreement.
c. The FRANCHISEE hereby acknowledges that she has entered into this Agreement on her own accord and volition and that the Company neither warrants, guarantees nor undertakes as to the viability of the business nor the profitability of the business involving providing education using the tradename and trademark of NumberNagar® or the 5C™ methodology. Further, the FRANCHISEE has understood and agreed that estimate of revenue, return on investments and all business-related profit are subject to prevailing market, socio-economic condition, government policies and the like and the FRANCHISEE hereby agrees and undertakes not to claim any loss or damages or hold the Company responsible or liable in any manner whatsoever in connection therewith.
10. Termination:
This Agreement is terminable as follows:
a. By the FRANCHISEE for its convenience upon giving the Franchisor, six months prior notice in writing;
b. By Company unilaterally:
i. If the FRANCHISEE is found guilty of fraud, cheating, misrepresentation or misconduct, upon serving the immediate notice, or
ii. If the FRANCHISEE is found guilty of sexual harassment, or
iii. If the FRANCHISEE commits a breach or violation of any of the provisions of the Agreement, or
iv. If any of the individual Google reviews for FRANCHISEE services is below 4, or
v. If the FRANCHISEE fails to provide the services to the customers as per the expectations of Company, or
vi. If the FRANCHISEE breaches its financial responsibilities and obligations
vii. If there is a harassment complaint about the FRANCHISEE and family
viii. In the event of the above sub sections i to v, if the breaches are not remedied by the FRANCHISEE within thirty (30) days of receiving the notice from the Company, this Agreement will be terminated.
c. Upon termination of this Agreement hereunder, the following shall apply:
i. The FRANCHISEE shall cease to continue with services/products under this Agreement;
ii. The FRANCHISEE has to return all the products and materials/merchandises in acceptable condition to the Company or the Company nominated person and/or allow the Company to take back all products and materials/merchandises on or before the date of termination;
iii. The FRANCHISEE shall cease to use NumberNagar® Brand and Intellectual Property Rights for any reason
iv. The Franchise Fees will not be refunded for any reason.
11. General Provisions:
a. FRANCHISEE agrees that her registration is subject to verification by the Company, of FRANCHISEE identity and credentials and to FRANCHISEE’s continued qualification as such. As part of the registration process and at any time thereafter, FRANCHISEE may be required to provide Company with various information such as FRANCHISEE photo ID, registration details, if any, qualifications and other information Company may require in order to prove that FRANCHISEE is qualified in the claimed field (“Credentials “). Company may verify such Credentials or may ask FRANCHISEE for additional information. Company may also make enquiries from third parties to verify the authenticity of FRANCHISEE Credentials. FRANCHISEE authorizes the Company to make such enquiries from such third parties, and FRANCHISEE agrees to hold them and Company harmless from any claim or liability arising from the request for or disclosure of such information. FRANCHISEE agrees that Company may terminate franchise agreement and access to or use of the Company Website at any time if Company is unable at any time to determine or verify FRANCHISEE Credentials. Company reserves the right to carry out re-verification of Credentials as and when required, and the above rights and commitments will extend to re-verification as well.
b. FRANCHISEE agrees not to undertake not to carry on or permit any other activity/business in the workplace where the franchise business is operated. FRANCHISEE undertakes to keep such premises clean, well maintained and habitable and accessible at all times.
c. All marketing or promotional materials used to promote Company should be pre-approved by the Company before use.
d. The FRANCHISEE must be an individual who is a woman and will be primarily responsible for directly interacting with students and parents. The FRANCHISEE’s role includes fostering a supportive, inclusive, and engaging learning environment that encourages student success, well-being, and positive engagement from parents. The FRANCHISEE should have the skills, expertise, and demeanour necessary to cultivate a positive atmosphere conducive to learning and communication between all parties involved. Classes to students are required to be conducted in the living room of the home, ensuring a safe and controlled setting with closed proximity. This setup provides a familiar, comfortable, and accessible environment for learning.
e. The FRANCHISEE is required to engage with a maximum of three students per session. This limit is designed to ensure that each student receives personalized attention and to facilitate a focused, productive learning environment. By keeping group sizes small, the FRANCHISEE can tailor the learning experience to meet the individual needs of each student, fostering greater academic and personal growth.
f. FRANCHISEE is required to review and adhere to the Company’s Sexual Harassment Policy for FRANCHISEEs. Additionally, the FRANCHISEE must make available to parents, the Sexual Harassment Policy for parents.
The FRANCHISEE agrees to be bound by the following:
a. Website terms of use as provided on the Company website at https://www.numbernagar.com/website-terms.html, as amended by the Company from time to time.
b. Franchise Terms and Conditions as provided on the Company website at https://www.numbernagar.com/franchise-t&cs.html, as amended by the Company from time to time.
c. Sexual harassment policy (for FRANCHISEE) as provided on the Company website at https://www.numbernagar.com/franchise-sh.html, as amended by the Company from time to time.
d. Sexual harassment policy (for students and parents) as provided on the Company website at https://www.numbernagar.com/parent-sh.html, as amended by the Company from time to time.
g. The FRANCHISEE shall, at her cost and expense, obtain and keep in force all licenses and permits required for running the franchise and shall adhere at all times to all applicable laws.
h. The Company reserves the right, in its sole discretion, to change, modify, or otherwise amend this Agreement, and any other documents incorporated by reference herein for complying with legal and regulatory framework and for other legitimate business purposes, at any time the Company will post the amended Agreement on the Company website. It is FRANCHISEE responsibility to review the Terms & Conditions for any changes and FRANCHISEE is encouraged to check the Terms & Conditions frequently. FRANCHISEE’s use of the Website following any amendment of the Agreement will signify FRANCHISEE assent to and acceptance of any revised Agreement.
i. Waiver: No term of the Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of a breach by the other, whether
expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
j. Complete Understanding: The Agreement contains the entire understanding of the Parties, and there are no other written or oral understandings or promises between the Parties with respect to the subject matter of the Agreement other than those contained or referenced in the Agreement. This Agreement supersedes all previous oral and written terms and conditions (if any) communicated to FRANCHISE.
k. Assignment: FRANCHISE may not assign or sub-license, without the prior written consent of the Company, the rights, duties or obligations under this Agreement, in whole or in part, to any person or entity.
l. The FRANCHISEE shall unconditionally allow the Company and its representatives, authorized persons to carry out inspections during normal business hours (10 am to 6 pm) with prior notice to the FRANCHISEE.
m. In the event of there being any change in the name of the Parties herein, in accordance with law, the terms and conditions of these presents shall continue to bind both the Parties mutates mutandis. Further the new name of the Party concerned shall be deemed to substitute the present name of the said Party and the Agreement shall be deemed to have been executed with the said Party in the modified name.
n. If any term, provision, covenant, or condition of this Agreement is held invalid or unenforceable for any reason, the remainder of the provisions shall continue in full force and effect as if this Agreement had been executed with the invalid portion hereof eliminated.
o. It is understood that the arrangement between the Parties contemplated by this Agreement shall be on a principal-to-principal basis. None of the provisions of this Agreement will be deemed to constitute a joint venture, partnership or principal-agent relationship between the Parties hereto and neither Party by virtue of this Agreement shall have the right, power or authority to act or create any obligation, express or implied, on behalf of the other Party except as specifically mentioned in this Agreement.
p. No additional personnel shall be employed by FRANCHISEE.
q. The Parties hereby represent and warrant that, as on the date of this Agreement neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, or the fulfilment of or compliance with the terms and conditions of this Agreement, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction or any covenant or agreement or instrument applicable to both the Parties.
r. Any notice or communication to be given hereunder shall be addressed to the respective Parties as follows:
TO Company:
Name: Mr. Ravi Shankar R
Designation: Co-Founder
Office Address: No. 224, Karishma Hills, Gubbalala, Bengaluru 560061, Karnataka Email: ravi@numbernagar.com
12. Disputes and Applicable Law
a. The Parties agree that, in the event of a dispute or alleged breach they will work together in good faith, to resolve the matter mutually by discussions.
b. In the event of any dispute or difference arising between the Parties from or relating to anything contained in this Agreement, such dispute or difference shall be referred to the arbitration by a sole arbitrator in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and any statutory amendments / modifications thereof. The appointment of the arbitrator will be as per mutual consent and agreement and shall not be connected to either Party in any way. The award of the arbitrator shall be final and binding on the Parties. The arbitration proceedings shall be in Bengaluru and shall be governed by the Arbitration and Conciliation Act, 1996. All Arbitration proceedings shall be conducted in the English language.
c. Severability: If any provision of this Agreement is held by a court of competent jurisdiction or arbitral tribunal to be unenforceable under applicable law, then such provision shall be excluded from the Agreement and the remainder of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided however that, in such event the Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction or arbitral tribunal.
d. The courts at Bengaluru will have jurisdiction to try and entertain any suits relating to any matter under this Agreement. English shall be the language used in all such suits.