Franchisor - Terms of Use

Welcome to the Hattch digital application connecting users of the application (“you” or “Franchisor”) with prospective franchisees (“Application”) provided by Hattch Pty Ltd ACN 655 531 490 (“Hattch”) and its associated entities (together, “we”, “us” or “our”).

1. About us

Using the Application, the Franchisor can:

(a) have its key personnel and current franchisees complete a Zorakle Profiles LLC (“Zorakle”) profiling tool in order to assess the compatibility of prospective franchisees to your business;

(b) review and compare prospective franchisees;

(d) access any additional services and functionality developed by Hattch and made available through the Application from time to time,

together the “Services”.

2. Access

You can download and access the Application which is available in the Apple and Google app stores or through the Hattch internet site at the domain www.hattch.com (“Site”).

You can access the Application using any type of device including a computer, mobile phone, tablet or console that meets the minimum specifications required to use the Application (“Device”).

We grant you a limited, revocable, non-exclusive, non-assignable, non-sublicensable licence and right to use, access or browse the Sites on any Device, and use the Service, strictly in accordance with these Terms of Use. Any use of the Sites, the Application or the Services that is contrary to these Terms of Use is strictly prohibited.

We reserve the right to temporarily or permanently interrupt or disable access to the Sites, the Application or the Services at any time for any purpose, including but not limited to, general maintenance to, or updates of, the Sites and/or the Application. We will not be liable to you or any other person for interruption or termination of access to the Sites or the Application.

3. Eligibility

In order for the Franchisor to be eligible to establish a Hattch Account and use our Services the Franchisor must:

(a) have full legal capacity and power to enter into these Terms of Use and to access and use the Service in the manner contemplated by these Terms of Use;

(b) have a valid and verifiable email address and a mobile telephone number;

(d) authorise payment of all amounts payable in respect of the Services through Stripe; and

(e) have registered the Franchise System on the Franchise Register.

By agreeing to these Terms of Use, you represent and warrant that you are eligible to establish a Hattch Account and use the Services and you will not use the Services (or will cease using the Services immediately) if you are not eligible to do so at any time.

4. Legal nature of these Terms of Use

These Terms of Use form a binding legal agreement between Hattch, its successors and assignees, and each user. The Terms of Use explain our obligations as a service provider and the Franchisors’ obligations as a consumer of the Services. By using the Services, each Franchisor agrees to comply with and be legally bound by these Terms of Use. Please read these Terms of Use carefully.

If any of the above is not correct, or if the Franchisor does not agree to these Terms of Use, the Franchisor is not permitted to use any of the Services.

These Terms of Use may be amended from time to time, without prior notice. Use of the Services following any such amendments will be deemed to be confirmation that the Franchisor accepts those amendments. Hattch recommends that each Franchisor reviews the current Terms of Use, before continuing to use the Services.

5. Privacy Policy

Your privacy is very important to us. These Terms of Use supplement and incorporate our Privacy Policy. Please refer to our Privacy Policy at info@hattch.com for further information about how we collect, use, store, process and disclose your personal information.

6. Definitions and Interpretation
All capitalised terms in these Terms of Use have the meaning given to that term in the Schedule ‘Definitions’ unless the context requires otherwise.

1. REGISTRATION TO USE THE SERVICES

1.1 Registration process and identity verification

(a) In order to set up a Hattch Account and access the Services, you must first register as a User of the Application.

(b) As part of the registration process, or as part of your continued use of the Services:

(i) your leadership and support team will be required to complete a Zorakle profile;

(ii) your franchisees will be required to complete a Zorakle profile; and

(iii) you will also be required to provide information about your franchise business including:

(1) the country of origin;

(2) website;

(3) initial franchise fee;

(4) the name under which the franchise business operates;

(5) the legal entity of the Franchisor;

(6) the ABN of the Franchisor;

(7) the number of existing company owned businesses operated under the franchise system;

(8) the number of franchisees;

(9) the number of franchised business currently operating under the franchise system;

(10) email address;

(11) Australian mobile phone number; and

(iv) you will be required to provide all information and authorities necessary to facilitate payment of all amounts due in respect of the Services through Stripe.

1.2 Creating your Hattch Account

(a) Your Hattch Account will be created once you have provided us with all the information required for us to register you for the Services and had your leadership and support team and current franchisees complete a Zorakle profile.

(b) By registering for a Hattch Account, you acknowledge you have accepted these Terms of Use, Privacy Policy and any other policies on our Site and Application including the Hattch Payment Terms.

(c) If you are creating a Hattch Account using your email address, you will be asked to create a secure password for your Hattch Account. You may then access your Hattch Account using your secure password.

2. Disclosure of personal information

(a) Any personal information provided by a Franchisor to us will be used in accordance with our Privacy Policy.

(b) By using our Services and/or providing us with any of your personal information, you acknowledge and consent to us disclosing some or all of your personal information to Third Parties in accordance with our Privacy Policy and in accordance with local data protection laws. Please refer to our Privacy Policy which deals with the disclosure of your personal information to Third Parties.

3. Intellectual Property

(a) All Intellectual Property arising from or in connection with the Application and the Services, together with any applications for registration and any rights to registration or renewal of such rights anywhere in the world whether created before or after the date these Terms of Use and whether used or contained in any of the Services, is owned, controlled or licensed to Hattch (or its affiliates and/or Third Party licensors as applicable) (collectively referred to Hattch Intellectual Property).

(b) Nothing in these Terms of Use constitutes a transfer of any the Hattch Intellectual Property.

(c) Hattch’s Intellectual Property and Third Party Marks may not be copied, imitated or used, in whole or in part, without the prior written permission of Hattch or the applicable trademark holder or Intellectual Property owner.

4. Data

(a) You agree that:

(i) you will not do anything to prejudice the security or privacy of our systems or the information on our systems;

(ii) you are solely responsible for the security of your login details for accessing the Application;

(iii) you will notify us immediately if you become aware of any unauthorised access to the Application; and

(iv) we may collect, process, use, disclose, store, and back-up your Data for any purpose (including the purpose of enabling you to use or access the Services and any other purpose related to provision of services to you or any Franchisor).

(b) Where we collect, process, use, disclose, store, and back-up any of your personal information (including any of your Data) we will do so in accordance with our Privacy Policy.

(c) Despite section 4(b), you accept that the internet is not a fully secure environment and we cannot accept responsibility for misuse or loss of, or unauthorised access to or disclosure of, information where the security of the information is not within our control. If you provide us with information via the internet, you do so accepting this risk.

5. Zorakle and Stripe

(a) You acknowledge that in order to:

(i) complete the compatibility function your information will be shared with Zorakle Profiles LLC; and

(ii) facilitate payment of all amounts due in respect of the Services, your information will be shared with Stripe Inc.

By accepting these Terms of Use you acknowledge and agree to accept the Terms of Use and Privacy Policy of those Third Parties. www.zorakle.net/privacy/hattch and https://stripe.com/en-au/privacy

(b) You agree that where you use any Third Party applications or services to interact with our Services in any way including Zorakle and Stripe, you do so at your own risk and on the understanding that we are not responsible for any claims or loss arising out of, or in any way related to, your use of such Third Party applications or services and/or the interaction of such Third Party applications or services with our Services.

6. Your rights and obligations

(a) By registering a Hattch Account you will have the right to use the Service in accordance with these Terms of Use for as long as you hold the Hattch Account.

(b) You acknowledge and agree that you must:

(i) be eligible to establish a Hattch Account and use the Services;

(ii) use the Services only as permitted in accordance with these Terms of Use;

(iii) always ensure all personal information you provide to us for the purposes of establishing your Hattch Account are accurate, true and correct;

(iv) not provide us with any information that is false, inaccurate or misleading when using the Services in any way including but not limited to the information provided to register your Hattch Account;

(v) not include the Franchisor’s contact details, or any other material we deem inappropriate, in any Listing or on your Mini Site;

(vi) ensure any information about you, including your contact details, is accurate, current and complete. If your information changes, you must update it through your Hattch Account via the Application;

(vii) not use the Services for any fraudulent, improper or unlawful activity;

(viii) cooperate fully with us to investigate any reported or suspected unlawful, fraudulent or improper activity;

(ix) not permit others to use your Hattch Account, or allow anyone else to use your Hattch Account password details;

(x) not use any technology to damage, intercept, download, scan, skim or otherwise interfere with the Services or Application;

(xi) not attempt to undermine the security or integrity of our computing systems or networks or, where the Services are hosted by a Third Party, that Third Party’s computing systems and networks;

(xii) immediately contact us if you believe your Hattch Account may be subject to unauthorised access and unauthorised actions;

(xiii) not use, or misuse, the Services in any way which may impair the functionality of the Services, or other systems used to deliver the Services or impair the ability of any other person to use the Services;

(xiv) not cause us to lose (in whole or in part) or risk losing (in whole or in part), whether by any of your acts or omissions the services, integrations, or access of, to, or with, Third Party suppliers whether you have knowledge of their link(s) to the Hattch business or not;

(xv) provide your own Device and other access facilities (including terminal, software, internet access, modem and telecommunications facilities) necessary for utilising the Services;

(xvi) keep your Hattch Account details, username and password confidential;

(xvii) not disclose your Hattch Account password to any Third Party and you will take sole responsibility for any activities or actions under your Hattch Account, whether or not you have authorised such activities or actions;

(xviii) not reproduce, make error corrections to or otherwise modify or adapt the Services or Application or create any derivative works based upon the Services or Application (including but not limited to copying, editing, amending or re-using the code and/or functionality of any of the Services or Application);

(xix) not de-compile, disassemble or otherwise reverse engineer the Services or Application or permit any Third Party to do so;

(xx) not modify or remove any copyright or proprietary notices on the Service or Application; and

(xxi) comply with the Hattch Payment Terms.

7. Our rights and obligations

(a) Subject to these Terms of Use, we will provide you with access to the Services upon the establishment of your Hattch Account.

(b) We reserve the right to change, suspend, limit, remove, or disable access to any of the Services, the Application and/or your Hattch Account in our sole discretion at any time without notice for whatever reason including but not limited to suspending or terminating any Franchisor’s Hattch Account and his/her access to the Services if any information provided to us proves to be inaccurate or false.

(c) We may advise you of any such change, suspension, removal or permanent disablement of your access to the Services, the Hattch Account and/or the Application but we are not obliged to do so.

(d) If your Hattch Account is cancelled or we otherwise permanently end your access to the Services and the Application, information we have collected about you will be permanently deleted or de-identified.

(e) Under no circumstances will we be liable for the suspension, removal, termination or disabling of access to your Hattch Account any such Services. We may also impose limits on the use of or access to the Services in any case and without any notice or liability.

(f) Termination or expiration of your access to use the Services and the Application or deletion of your Hattch Account will not affect any accrued rights, indemnities, or any other provision of these Terms of Uses which are intended by their nature to survive termination or expiration.

8. Indemnity

You agree to indemnify and hold us and our related bodies corporate, officers, employees and agents harmless (“those indemnified”) from and against any action, liability, Claims, loss, damage, proceeding, expense (including reasonable legal costs and expenses) suffered or incurred by any of those indemnified, whether directly or indirectly, in connection with:

(a) your breach or non-observance of any obligation you may have to us pursuant to these Terms of Use;

(b) your use or access of any of the Services;

(c) any breach or inaccuracy in any representations or warranties made by you, including the warranties and promises contained in these Terms of Use;

(d) any wilful, unlawful or negligent act or omission by you or any person you allow to use the Application;

(e) your failure to provide true, accurate and correct Data including but not limited to any personal information you provide to us in order to set up your Hattch Account;

(f) your failure to provide true, accurate and correct personal information for any purpose including but not limited to the personal information required in order to verify your identity through our Third Party providers;

(g) any violation, contravention or infringement of any applicable laws by a Franchisor; and

(h) any act, omission, neglect or default on the part of a Franchisor that results in a claim, liability or loss being brought by a Third Party against those indemnified.

9. Our Liability

(a) You acknowledge and agree that in the performance of the Services Hattch makes no representations, statements or promises to you about:

(i) the suitability of any prospective franchise partner identified through the use of the Services for the conduct of the business conducted within your franchise system;

(ii) the likelihood of the business conducted within your franchise system being successfully conducted by a prospective franchise partner identified through your use of the Services;

(iii) whether or not you should grant or sign a Franchise Agreement in respect of any prospective franchise partner identified through your use of the Services for the conduct of the type of business conducted within your franchise system.

(b) To the maximum extent permitted by law:

(i) all warranties, whether express or implied including warranties as to fitness for any purpose and merchantability are expressly excluded;

(ii) we shall not be liable for any injury loss expense or damages of any kind whatsoever or however arising whether directly, indirectly, consequently or contingently to any person or property and without limiting the generality of the foregoing, we shall not be liable for any losses, expenses or damages caused by delays or any other reasons or additional expenses incurred by the Franchisor including losses of prospective profits or actual profits incurred by the Franchisor;

(iii) we do not warrant or guarantee that the Services, or the server supporting the Services, are free from defects, viruses or other harmful components, or your access to the Services will be uninterrupted or error free;

(iv) we are not in any way responsible for any such interference or prevention of your use of or access Services which is caused or contributed to by a fault with your Device or by the systems (including public telephone services, computer networks and the internet) used by you to access the Service;

(v) we accept no responsibility for a Franchisor’s failure to provide true, accurate and correct information in connection with accessing or using the Services including but not limited to providing false information regarding the Franchisor’s identity;

(vi) we accept no liability for the loss of Data where such loss is wholly or partly caused by factors beyond our reasonable control including, but not limited to, failure or fault in the hosted environment of the Services, defective network or internet connections, defective equipment utilised by you or incorrect operation by you of your own Device or other access facilities;

(vii) we will not be responsible for any disclosure, use, modification or deletion of your Data resulting from any access by Third Party application providers; and

(viii) neither us, nor our directors, officers, employees, contractors or agents, will be liable for any direct, indirect, consequential or other loss or damage to any person or entity, however caused (whether by negligence or otherwise), arising in connection with your use of, or inability to use, the Services, or reliance upon any of the content or other information posted on the Services.

(c) Nothing in these Terms of Use excludes, restricts or modifies any rights that you have under existing laws or regulations and codes, including the Competition and Consumer Act 2010 (Cth) and fair trading laws. Our services provided to you under these Terms of Use come with guarantees that cannot be excluded under the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

(d) To the maximum extent permitted by law, Hattch’s total liability arising out of or in connection with the Services, the Application or these Terms of Use is limited to resupplying any of the Services (for example, re-processing your payment through the Application without additional Charges) or a refund for a major failure.

10. Feedback and Review

(a) From time to time, we may request that you provide us with feedback or reviews on the Services. You are not obliged to provide such feedback.

(b) You acknowledge and agree that:

(i) we, at our sole discretion, may determine whether such comments are published on our website or any social media Application; and

(ii) where you intend to post any negative review or comment with respect to our Services or on any external review site or social media Application, you will contact us and provide us with an opportunity to discuss your concerns before publishing such negative review or comment.

11. Use of Brand

(a) You agree that, where our Services integrate in any way with social media, with respect to such integrations, you will adhere to these Terms of Use and any other terms and conditions of the social media provider from time to time.

(b) For the purposes of marketing and/or promotion, you hereby acknowledge and authorise us to:

(i) upload, publish, post or repost any content which directly or indirectly references you in respect of your use of the Application;

(ii) upload, publish, post or repost any content which directly or indirectly references your use of the Application; and

(iii) make use of any publicly available information for the purposes of any publication, post or repost.

(c) For the avoidance of doubt, by using the Services, you agree and consent to us undertaking any of the activities contemplated by subsection 11(b) without the need to obtain any further consent from you.

12. Dispute Resolution

(a) If there are any complaints from a Franchisor, Hattch will aim to respond and provide a suitable solution within 5 business days.

(b) If a Franchisor is not satisfied with Hattch’s response, the Franchisor agrees to provide Hattch with written notice specifying the nature of the dispute, what outcome the Franchisor wants and what action the Franchisor thinks will settle the dispute. The Franchisor and Hattch agree to, within 14 days of Hattch’s receipt of a written notice, meet (either in person or via teleconference) in good faith to seek to resolve the dispute by agreement between them.

13. Services Availability

Whilst we intend that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services may be unavailable. If for any reason we have to interrupt the Services for longer periods than we would normally expect, we will use reasonable endeavours to publish in advance details of such activity on the Services.

14. Cancellation of Hattch Account

You can directly cancel your Hattch Account by using the cancellation function in the account setting section of the Application upon which you will cease to have access to the Services.

15. Our Rights

Any express statement of a right of ours under these Terms of Use is without prejudice to any other rights we may have including those expressly stated in these Terms of Use or existing at law.

16. Governing Law

The parties to these Terms of Use shall be bound by the laws of the State of Victoria in relation to all matters arising from all contracts between the parties and the parties agree to submit to the non-exclusive jurisdiction of the Court of Victoria and the Federal Courts of Australia and that any legal proceedings may be heard in these courts.

17. Severability

If any part or provision of these Terms of Use is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms of Use will be binding on the parties.

18. Notices

(a) Any notice given under these Terms of Use by either party to the other must be in writing by email and will be deemed to have been given on transmission.

(b) Notices must be sent to info@hattch.com or to any other email address notified by email to you by us.

(c) Notices to you may be sent via electronic messages, including email, or mobile push notifications, to the email address or numbers which you provided when setting up your access to the Services.

19. Rights of third parties

A person who is not a party to these Terms of Use has no right to benefit under or to enforce any term of these Terms of Use.

Schedule – Definitions

“Australian Consumer Law” means schedule 2 of the Competition & Consumer Act 2010 (Cth).

“Claim” means a claim, action, proceeding, judgment or demand made or brought by or against a person, however arising and whether present, unascertained, future or contingent.

“Confidential Information” means the information that:

(a) is by its nature confidential:

(b) is designated by a person as confidential; or

(d) the Data;

but does not include information:

(e) that is or becomes public knowledge otherwise than by breach of these Terms of Use or any other confidentiality obligation;

(f) that was obtained from a Third Party on a non-confidential basis without breach by that Third Party of an obligation of confidence concerning that Confidential Information; or

(g) was already in the possession of the Receiving Party when provided by or on behalf of the Disclosing Party.

“Data” means any data inputted by you or with your authority through the use of the Services or data which may otherwise be generated, compiled, arranged or developed by you in using the Services pursuant to these Terms of Use.

“Franchised Business” means a business operated under the Franchise System.

“Franchise Resale” means the sale of an established Franchised Business as a going concern.

“Franchise System” means the franchise system or systems operated by the Franchisor.

“GST” has the meaning given by section 195-1 of the GST Act.

“GST Act” means the A New Tax System (Goods and Services) Tax Act 1999 (Cth) as amended or replaced from time to time.

“Hattch Account” means an account set up by a Franchisor in order to use the Services on the Application.

“Hattch’s Intellectual Property” has the meaning given to that term in subsection 3(a).

“Intellectual Property Rights” means all intellectual property rights including current and future registered and unregistered rights in respect of copyright (including moral rights), designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, domain names, patents, inventions and discoveries and all other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation of 1967, together with any right to apply for the grant or registration of same.

“Listing” means listings of businesses for sale within the Franchise System (including New Franchises, sales of company owned locations and Franchise Resales).

“Mini Site” means the landing page for your Franchise System on the Platform.

“New Franchise” means a new Franchised Business that is not trading as at the date of date of listing.

“Services” or “Service” means any and all services provided by Hattch through the Application, the Site and any other website, mobile site or Application operated by us from time to time.

“Site” means the internet site at the domain at www.hattch.com.

“Terms of Use” means these Terms of Use (as may be changed or updated without notice from time to time by us).

“Third Parties” means any Third Party which is needed for the Application and Services to function, or has partnered with Hattch to enable the Application and Services to function, optimise performance and enhance the overall experience for users of the Application and “Third Party” has a corresponding meaning. These Third Parties include but are not limited to franchisors, payment providers, payment gateways, analytics tools, marketing tools, cloud solutions, data bases, verification of identity software providers and any other third parties set out in our Privacy Policy.

“Third Party Marks” means trademarks owned by any person or entity other than Hattch and which are used in connection with the Services.