I. General Conditions
The information presented below is the official proposal (offer) to any company to conclude a franchise Agreement. This Agreement is public and its terms are the same for everyone to become a “Franchisee”. If you agree to the terms of the present Agreement – you can send us an email with your application to become a “Franchisee” including the information about your company as present Agreement requires:
- Short motivation of cooperation
- Required period of Franchise
- Company name
- Representing person
- Confirmation of the right of representation
- The owner(s) and final beneficiary(-ies)
- Company logo
- Business address and contact details
- Social network pages links
- Link to the page or entry of commercial registry of your country or copy of your company’s registration document
- Copy of articles of association or equal document existing instead
- Comment on an availability of data for this list according to the peculiarities of domestic country legislation (optional, if needed, or you cannot provide complete list by some reason)
Please send the information and the documents and links to email@example.com. Any additional information can be requested, if package sent will be considered incomplete.
Note: Existing franchisees, the companies that begun and currently continue to realize EVIM event in their countries should provide that data and documents themselves as soon as possible, or in three working days by request of franchisor, and have no need to provide a motivation.
GreenClinic LifeScience Global OÜ will review your appeal without a time limit. If you have got our approval, the statement that your company is a “Franchisee”, will be placed on the EVIM International project website and e-mail notification will be sent on the email had been sent during the application, this Agreement will be considered to be concluded, and your company is deemed to have accepted the obligations under the Agreement. There is no other form of approval. Before the approval the Agreement cannot be considered as concluded. The period of the Franchise is defined in the approval email. On demand of “Franchisee” a paper Authorization Letter can be signed by “Franchisor” scanned and sent to “Franchisee” electronically.
This document is an official offer (public offer) of GreenClinic LifeScience Global OÜ at Narva mnt 5, Kesklinna district, Tallinn city, Harju county, 10117, Estonia, www.greenclinicglobal.com hereinafter referred to as “Franchisor”, represented by board member Radiuk Denys, acting under the statute and contains all essential terms.
This Agreement is valid only with the full and unconditional acceptance of all the terms of this Agreement
To avoid of any illegal use of the EVIM’s author’s format or components protected by law, please note that we consider as the accept of conditions of the Agreement, if you’ve begun to organize the EVIM event, used the idea, format or components of the EVIM, without your email request and our selection and confirmation of your company as a National Co-organizing Partner, which instead we understand as a normal regular practice of cooperation under the previously mentioned Agreement.
The official EVIM events format is defined by the complex of the information placed by “Franchisor” on the official website of the EVIM International Project www.evim.greenclinicglobal.com and the instructions of the Franchisor provided to Franchisees and Sub-franchisors which shall agree to comply with this Agreement, regulations of mentioned format and all the instructions unconditionally.
II. Governing Law
Relations on the franchise are regulated by based on Estonian legislation, including Estonian Law of Obligations Act (Chapter 19) https://www.riigiteataja.ee/en/eli/506112013011/consolide, that regulates franchise.
III. The subject of the Agreement
Under this Agreement “Franchisor” provides “Franchisee” for a fee (royalty), for a period specified in the Agreement, the right to use in the business purpose the Franchise complex of exclusive rights belonging to “Franchisor”, namely:
- The “Franchisee” has the right to use complex of exclusive rights belonging “Franchisor” to on the territory conduct of a single EVIM event.
- The validity of the Agreement is a period of the one single separate EVIM event, but until complete settlement for the obligations of the “Parties”, if other isn’t specified in approval email and/or Authorization Letter.
- Royalty for the use of the complex exclusive rights is 33% of the net profit of “Franchisee” obtained from each single separate EVIM event and paid in within 7 days after the last day of the event.
- If Franchise is used by “Franchisee” without compliance to this Agreement, for false purposes, or for/with violation of rights of third persons, Franchisor, customers, participants, sponsors, partners or Sub-franchisees, Franchise may be discontinued unilaterally by “Franchisor” with ban of conducting the EVIM events, use of the format and name, for some period or permanently.
IV. Obligations of “Parties”
In their actions “Parties” adhere to principle of good faith, respect to each other, society, environment, adhering to human rights and the principle of sustainable development.
The “Parties” have right to sell the products of EVIM event being organizing by them, including: participation, exhibition, promotion and sponsorships, and other ones agreed by Franchisor, globally to any types of the clients, and are able to delegate this right to the agents in measures defined solely by them according to this Agreement.
A. Franchisor’s obligations:
The “Franchisor” is required to provide the “Franchisee” with:
- instructions for the exercise of the rights thereof and to provide permanent assistance related thereto to the “Franchisee;
- support of global webpage with separate dedicated part of the EVIM event organized by “Franchisee” is presented;
- promotion of the EVIM event organized by “Franchisee” via “Franchisor’s” global contact base and network;
All the listed shall be provided “as is” on “Franchisor’s” own good faith, decision, and control.
B. Franchisee’s obligations:
- comply this agreement
- under this agreement in his activities use commercial identifications obtained from the “Franchisor” in the way defined by “Franchisor”;
- ensure that the quality of services provided by the Franchisee under the agreement comply with the standards specified by the “Franchisor”;
- follow the instructions of the “Franchisor”, aimed at implementing the content of the agreement;
- provide customers with all the extras, services and support which they could expect when buying services from the “Franchisor”;
- provide translation of information about event on the language(-s) of the hosting country and be fully responsible for the quality and content of translation;
- prepare and agree with the “Franchisor” a draft budget of EVIM event;
- “Franchisee” gets all the rights and responsibility of realizing the EVIM event project in the hosting country on their own by the standards of “Franchisor”
- from own name, as agreed with the Franchisor conducts tenders of commercial offers for procurement for all goods and services required for the EVIM event organization;
- independently, on their own behalf and on his own responsibility, and in agreement with the “Franchisor”, to conclude with contractors all necessary agreements related to the organization of events EVIM
- provide, in accordance with the instructions of the “Franchisor”, the availability of brand markings in the number, size, and design by the standards of the “Franchisor”
- not less than 8 weeks before the EVIM event, provide branding of “Franchisee’s” own office, where the national organizing committee of the EVIM event is located, by the standards of the “Franchisor”
- enable service system of online tickets sales, put this obligation it on the “NEP” ((look Chapter V) or enter into an agreement with contractor, or use the solution provided by “Franchisor”
- independently and on their own responsibility, during the EVIM event, provide all necessary safety and security measures in accordance with the legislation of the hosting country and standards of the “Franchisor” to ensure people’s safety and satisfaction on the EVIM event
- from the moment of obtaining the status of “Franchisee”, independently and on their own responsibility provide compliance with the current legislation of the host country on all aspects related to the organization and conduct of the EVIM event
- “Franchisee” is free to establish relations with “NEP” (look Chapter V) on his own decision and conditions but complying this Agreement, complying general and custom requirements of the “Franchisor” and keeping own rights and commercial interests, as also rights and commercial interests of “Franchisor” safe along all the organizing process of EVIM event.
- “Franchisee” should ensure that all the parts of the EVIM event format and all the conditions of the Agreement are saved and are in performed as well. If some part is difficult to be performed or have no sense to be performed due to local peculiarities on an opinion of the “Franchisee” or “NCP”, “Franchisee” has to propose and agree with “Franchisor” how the EVIM event format has to be customized.
- pay the royalty as defined by this Agreement
V. Features of the agreement between the “Franchisee” and the hosting exhibition partner
- National exhibition partner (further in the text “NEP”) – an exhibition / trade show organizer, or exhibition company, that hosts an EVIM event providing “Franchisee” with conference space, required equipment and implements exhibition component of the EVIM event, according to the “Franchisor’s” standards. “NEP” receives the legal status of “Sub-franchisee”, enters into an agreement with the “Franchisee” on the conditions of compliance with this Agreement and the “Franchisor’s” standards, accepts and acknowledges the terms of this Agreement.
- If a person started in fact the implementation of a exhibition component, or hosts the EVIM event in a way similar as described before, and there are no any disagreement from “Franchisee” or “Franchisor”, it is considered that it has accepted the terms of this Agreement, and has the rights and obligations specified in this Agreement, which regulates organizing of all EVIM events
- When “Franchisee” is establishing relations with “NEP” in any conditions, “NEP” begins eligible to represent the project after recognition and joining this Agreement only. Any Agreement or contract between “Franchisee” and “NEP” should contain the reference to this Agreement as the source of rights to organize EVIM event and regulations of the way how. Any of such Agreements should be sent to “Franchisee” to enable it for review.
- “Franchisee” is fully responsible for correct realizing the EVIM event and for control of quality of services of “NEP”, for ensuring that “Franchisee” should sign a contract with “NEP” in execution of this Agreement
- Quality of all the goods and services of contractors and suppliers of the EVIM event is under complete control of “Franchisee”
- “Franchisee” and “NEP” are independent and neither “Franchisor”, nor they mentioned, are not responsible for any obligations of each other. Each “Party” should pay also its taxes itself.
- “NEP” and “Franchisee” should care enough of the process of money returning, in case of cancellation of the event, in case of cancellation of the separate participant’s participation and in other applicable similar cases.
VI. Sales agents
- The costs for the services of sales agents (legal or natural persons) or National Partners (NPs) powered to sell the EVIM event services have to be covered from the project budget in the limit of the 10% of money value of sold amount of services + size of banking services costs and only if the event took place. “Franchisee” may agree with “Franchisor” other size of these costs, by including them into the budget sheet of the EVIM event.
- “Franchisee” and “NEP” are liable to define sales agents but only “Franchisor” has a right to approve them. “Franchisor” has a right to define sales agents himself.
- National Partners (NPs) may be defined only by “Franchisor” and relations with National Partners (NPs) are regulated by “Franchisor” solely.
VII. Sales of tickets and other conference services
- The “Franchisee” and “Franchisor” (further in the text “Parties”) “Parties” agreed that the electronic ticket sales or electronic registration via the Internet or otherwise is made by the “Franchisor” on behalf of the “Franchisee” on agency basis. Payment for agency services of “Franchisor” included in the Royalty, except as specified in this Agreement.
- The owner of the tickets and conference service provider is a “Franchisee” and pay all sales taxes in accordance with his national legislation.
- The “Parties” are defining the customers group and individual discounts sizes in the budget sheet, or in flow of organizing process of the EVIM event.
- The “Parties” are free to generate tickets independently using any electronic systems without limiting their (systems and ticket) number. The “Parties” undertake to store open for each other the information on the number and fullness (from the event’s capacity) of tickets sold and / or registered. “Franchisee” is caring about the capacity of conference space and notifying “Franchisor” with the information related to its exceeding.
- If budget income is enough, and “Parties” do not decide to cancel the event, at the time of the decision to start the event “Franchisor” transfers to “Franchisee” funds in the amount necessary for covering costs predefined in budget sheet of the EVIM event and in proportion to the number and value of tickets/registrations sold by Franchisor and no more than the total amount of money incomes for the sold tickets by Franchisor minus 10% agency fees paid by “Franchisor” to sales agents and operating costs of banks, e-payment systems and so on. “NEP” is acting towards “Franchisee” on the event’s funds in the same way as “Franchisor” does and vice versa.
- In relations between “Franchisor” and “Franchisee”, the tickets have been sold through the agents of “Franchisor” deemed sold by the “Franchisor”. Tickets are sold by the agents of Franchisee and “NEP” deemed sold by “Franchisee”.
- In case of cancellation of the event or other cases of refund of the funds “Franchisor” returns the funds to participants within the amount of tickets sold by “Franchisor”. “Franchisee”, in the case of cancellation of the event, or other case of refund for the funds returns the money for tickets sold him independently and commits “NEP” to do the same.
- After the event the “Parties” determine the state of funds, and carry them in the appropriate direction to each other in order to achieve specified in this Agreement size distribution of profits and royalty payments between the “Parties”.
VIII. The division of profits between the “Parties”. Royalty. Prohibition of losses.
- “Franchisor” (royalty) 33%. “Franchisors” share in the profits is EVIM royalty only.
- “Franchisee” 33%
- “NEP” 33%
“Franchisee” and “NEP” together, with the consent of the “Franchisor” have the right to agree on other profit division between them and should inform Franchisor on this decision. Also it is possible that “NEP” is not participating in profit distribution, if other prescribed by contract with both or one of the “Parties”, or if payment in-kind was applied on the same basis.
“Parties” do not share the costs, as the project budget is solid and creation of losses is strictly prohibited and it is supported with a strict prohibition of beginning project realization before the project budget will not be full of 120% of planned costs. Compliance to this regulation and connected responsibility is completely put on “Franchisee” managing budget of the EVIM event project, at first, and Sub-franchisee, which activity in project is regulated by “Franchisee”, at the second.
IX. Force Majeure
The “Parties” shall not be liable for the total or partial non-performance or failure to perform obligations hereunder if it was the result of circumstances of insuperable force (force – majeure).
In the event of circumstances of insuperable force that make impossible the further performance of the agreement, including:
- natural disaster,
- extreme or adverse weather conditions,
- wrongful, negligent, accidental actions or omissions either of third “Parties”, groups of individuals, or society,
- actions or omissions of states,
- state of emergency,
- hooliganism or mass disturbances,
- another equal by force and nature of appearance
The “Parties” have to do their best to solve the problems and continue their activity after problems resolving, if possible.
X. Final provisions
At each time it operates the most recent version of the agreement is being published
“Franchise”, standards and guidelines are provided of conditions on “as-is” without any warranties and liability, as well as including if as a result of using this franchise come losses, harm or legal liability to third “Parties” or the State. Only the “Franchisee” and Sub-franchisee have full responsibility for any use of this Franchise.
“Franchisor” reserves the right without prior notice and coordination with “Franchisee” at any time change the terms of this agreement and all related documents. Current version of this agreement can be found at http://evim.greenclinicglobal.com/evim-franchising-and-license-agreement/