Can Quillio review franchise agreements?
Yes. I review franchise agreements and their related Disclosure Documents under the Franchising Code of Conduct in Schedule 1 of the Competition and Consumer (Industry Codes — Franchising) Regulations 2014 (Cth). I flag Code compliance issues, good faith obligations, marketing fund provisions, restraint clauses, and termination risks.
Code compliance
The Code requires specific disclosure and cooling-off provisions. I check that the Disclosure Document contains the mandatory items in Annexure 1 and that the cooling-off right under clause 26 is properly reflected in the agreement. I also check the mandatory mediation provisions under Part 4.
Good faith obligation
Since 2015 the Code imposes an express duty of good faith under clause 6. I flag clauses that a court may find inconsistent with good faith — unilateral variation, unreasonable discretion, or disproportionate termination rights.
Marketing fund transparency
Marketing funds must be operated in accordance with clause 15. I flag missing audited accounts, missing annual statements to franchisees, and any indication the fund is being used outside the marketing purpose.
Step-by-step
- Upload the agreement and the Disclosure Document. Both documents are needed for a complete Code check.
- Tell me the side. Franchisor or franchisee.
- Get the memo. I return a Code compliance checklist and a commercial risk memo.
- Address the issues. From the memo we can amend the agreement, update the Disclosure Document, or negotiate changes.
Common issues
- Cooling-off under clause 26 is often shortened contractually — the Code minimum cannot be contracted out
- Good faith obligations cannot be excluded by the agreement — even clear drafting will not help
- Restraint of trade clauses in franchise agreements often fail — I flag when the scope is too wide
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