Franchise Application Terms and Non-Disclosure Agreement

These terms cover the period from the moment you send the franchise request form until either (a) you and we sign a written franchise agreement (the "Franchise Agreement"), or (b) the application ends under section A14. We call this period the "Application".

The Franchise Agreement is a separate document. It sets out the franchise fee, royalties, territory, term, training, brand standards, and each side's duties. If the Franchise Agreement and these terms say different things, the Franchise Agreement decides from the day it is signed, except that Part B (confidentiality) continues to protect information shared before signing.

• You must be at least 18 years old and legally able to enter into a contract.
• If you apply for a company, firm, school or trust, you confirm that you are authorised to act for it, and "you" then means both you and that organisation.
• You must not be barred by any court or authority from working with children or from running a business.
• You apply for yourself, not as an agent or broker for someone you have not named to us.

1. Request. You send the form. This is free. We aim to reply within 7 working days.
2. First review. We read your request and may call you or ask for more details. We may decline at this stage without giving a reason.
3. Application fee. If we would like to go further, we email you a private payment link. The link is for you alone; please do not forward it. If the fee is not paid within 14 days we may close the application.
4. Detailed discussion. After the fee is received we share the franchise model, the costs, the draft Franchise Agreement and other confidential material, and we assess your location, plans and suitability.
5. Decision. Either both of us sign the Franchise Agreement, or the application ends (section A14).

Time periods in these terms are targets we work to in good faith; a short delay does not break these terms.

• The application fee is currently ₹10,000. The amount that applies to you is the amount shown on your payment link on the day we approve your request. We may change the fee for future applicants at any time.
• The fee is paid online through Razorpay using the private link we send. Please do not pay in cash or to any personal account. We will never ask you to.
• Taxes. Goods and Services Tax (GST) is charged in addition to the fee only where we are registered for GST and the law requires it. Where GST is charged, it is shown separately before you pay and on your tax invoice. Where no GST is shown, none has been collected.
• The fee covers our time and cost in assessing your application and preparing and sharing the franchise material. It is not a franchise fee, a deposit for a territory, or a payment for any right to use our name.
• We send a receipt by email when the fee is received.

• If we decide not to go ahead: we refund the application fee in full (including any GST collected) within 7 working days of telling you, to the payment method you used. Your bank may take a few more days to show it.
• If you sign the Franchise Agreement: the application fee (excluding any GST) is adjusted against the franchise fee payable under that agreement.
• If you withdraw after paying, or stop replying to us for 30 days after we have written to you twice, the application fee is not refunded, because the work it pays for has been done.
• If you gave false or misleading information, or broke Part B, we may end the application and keep the application fee, without limiting any other right we have.
• No interest is payable on a refunded fee.

Nothing in this section takes away a right to a refund that the law gives you and that cannot be excluded by agreement.

• Sending the form, being approved for the next step, paying the application fee, attending calls or training, or receiving documents from us does not make you a franchisee, partner, agent or employee of DCC.
• A franchise exists only when a written Franchise Agreement has been signed by you and by an authorised signatory of Daizen Services Private Limited. Until then neither side is bound to sign one.
• No territory is reserved. Until a Franchise Agreement is signed, we remain free to talk to other applicants for the same city or area, and to open or appoint a centre there ourselves.
• Please do not sign a lease, buy equipment, hire staff, resign from a job or advertise a DCC centre in reliance on your application. Anything you spend before a Franchise Agreement is signed is at your own risk.

Any figures we share (student numbers, fees, costs, revenue, profit, break-even time) are illustrations based on our own experience or on assumptions. They are not a promise, forecast or guarantee of what you will earn. Results depend on your location, effort, local demand, competition and many things outside our control.

You should take your own financial, legal and tax advice before signing a Franchise Agreement. You confirm that you are not relying on any statement about earnings that is not written into the signed Franchise Agreement.

• You confirm that everything you tell us in the form and afterwards is true, complete and your own.
• You will tell us promptly if something important changes (for example, your location, funding or partners).
• You will tell us if you already run, own, or work for a chess academy or another children's coaching business, so that both sides can talk openly about any conflict.
• We may verify what you tell us, including by speaking to referees you name.

DCC teaches children. Before a Franchise Agreement is signed we may ask you, and anyone who will teach or manage at your centre, for identity documents, address proof, references and a police verification or similar check, as the law allows. You agree to cooperate. We may decline an application on child-safety grounds without sharing the details of our reasons. Our Child Safety Policy applies to every DCC centre.

• The names "Daizen", "Daizen Chess Champs" and "DCC", our logos, website, curriculum, lesson plans, puzzles, software and training material belong to us or our licensors.
• During the Application you get no right to use any of them. You must not call yourself a DCC franchisee, centre or partner, register a business name, domain name, social-media handle or trademark that includes or resembles our names, or teach from our material.
• Any such right begins only under a signed Franchise Agreement, on the terms written there.

We use the personal data you give us (name, contact details, location, background, and any documents) to assess your application, contact you about it, take payment, keep records the law requires, and prevent fraud. We share it only with our staff and advisers who need it, our payment partner, and authorities where the law requires. We keep application records for up to three years after an application ends, and payment records for as long as tax law requires. You may ask us to correct or delete your data by writing to hello@daizenchesschamps.com; we will do so unless the law requires us to keep it. Our Privacy Policy also applies.

Apart from the application fee, each side pays its own costs of the Application: travel, advisers, site visits, documents and anything else. Neither side can claim these from the other if no Franchise Agreement is signed.

• To the fullest extent the law allows, our total liability to you in connection with the Application is limited to the application fee you actually paid.
• We are not liable for loss of profit, loss of opportunity, or money you spent expecting to get a franchise.
• Nothing here limits liability for fraud, for death or personal injury caused by negligence, or for anything else that cannot be limited by law. Nothing here limits your liability for breaking Part B or section A10.

• You may withdraw at any time by writing to us. Section A5 says what happens to the fee.
• We may end the application at any time by writing to you, with or without giving a reason. Where we end it for a reason other than your false information or your breach of these terms, section A5 gives you a full refund.
• If no Franchise Agreement has been signed within 6 months of the fee being paid, the application ends automatically unless both sides agree in writing to continue. If the delay was ours, the fee is refunded in full; if it was yours, it is not.
• When the application ends, sections A5, A10, A11, A12, A13, Part B and Part C continue to apply.

This Non-Disclosure Agreement is between Daizen Services Private Limited (the "Disclosing Party") and you (the "Receiving Party"). It takes effect on the date you send the franchise request form.

We will share information with you for one purpose only: so that you can decide whether to take a DCC franchise, and so that we can assess your application (the "Purpose").

"Confidential Information" means all information about DCC and its business that we share with you or that you learn during the Application, in any form (spoken, written, on screen, by email, in a call or at a visit), whether or not it is marked confidential. It includes:

• the franchise model: fees, royalties, revenue shares, territory rules and the draft Franchise Agreement;
• financial information: prices, costs, margins, revenue, student numbers and projections;
• the curriculum, lesson plans, level tests, puzzles, worksheets, teaching methods and coach training material;
• operations manuals, class and batch processes, quality checks and child-safety procedures;
• software, the website and app, admin tools, source code, designs and how they work;
• marketing plans, lead sources, campaigns, partner terms and supplier terms;
• information about our students, families, coaches, staff and other franchisees or applicants;
• the fact that we are in discussion with you, and the terms being discussed; and
• any notes, summaries or copies you make from the above.

Information is not Confidential Information to the extent you can show that it:

• was already public, or became public, without anyone breaking a duty of confidence;
• was already lawfully known to you before we shared it, without any duty of confidence;
• was given to you lawfully by someone else who was free to share it; or
• was developed by you on your own, without using or referring to our information.

General knowledge of chess and of how to teach chess is not confidential. Our specific materials, sequence and methods are.

You agree that you will:

• keep the Confidential Information secret and protect it at least as carefully as you protect your own, and never less than reasonably;
• use it only for the Purpose, and not to set up, run, advise or help any other business;
• share it only with your spouse, business partners, lawyer, accountant or bank who need to see it for the Purpose, after telling them it is confidential, and be responsible for anything they do with it;
• not copy, record, photograph, screen-capture, download or reproduce it beyond what the Purpose needs;
• not reverse-engineer, decompile or copy our software, website or app;
• not post about it online or share it with the press, or with any competitor of DCC;
• not contact our coaches, staff, families, suppliers or franchisees about your application without our written consent; and
• tell us straight away if you learn that any of it has been lost, shared or used without permission, and help us limit the harm.

Personal data. If we show you any personal data about students, families or coaches, you must not copy or keep it, and you must not use it to contact anyone.

If a court, regulator or law requires you to disclose Confidential Information, you may do so, but only what is required. Where the law allows, you will tell us first so that we can object or ask for it to be kept confidential.

All Confidential Information stays our property. Sharing it gives you no licence or other right in it, or in any trademark, copyright, design or know-how. We share it "as is"; we try to be accurate but give no warranty that it is complete or error-free. If you send us ideas or feedback about our business, we may use them freely without owing you anything.

When the application ends without a Franchise Agreement, or whenever we ask, you will within 7 days return or permanently delete all Confidential Information and all copies and notes of it, including from email, phones, cloud storage and messaging apps, and confirm to us in writing that you have done so. You may keep one copy only where the law requires it, and it stays confidential.

During the Application and for 12 months after it ends, you will not, using information you obtained through the Application, (a) invite any DCC coach or staff member to leave DCC to work with you, or (b) approach any DCC student or family to move to another chess class. This does not stop anyone from answering a public advertisement, and it does not stop you from running a lawful business that does not use our Confidential Information.

• Your duties under Part B last during the Application and for 3 years after it ends.
• For trade secrets (such as the curriculum, source code and operations manuals) and for personal data, your duties last for as long as the information remains confidential or the law protects it.
• If you sign a Franchise Agreement, its confidentiality terms take over for information shared after signing.

You accept that misuse or disclosure of Confidential Information could cause us harm that money alone cannot put right. If you break Part B, or we have good reason to believe you are about to, we may ask a court for an injunction or other urgent order, in addition to claiming compensation for our loss and our reasonable legal costs. You will compensate us for loss caused by your breach, or by a breach by anyone you shared the information with.

• These terms are governed by the laws of India.
• Talk first. If there is a dispute, either side will write to the other, and both will try in good faith to settle it within 30 days.
• Arbitration. A dispute not settled in that time will be decided by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The arbitrator will be appointed by agreement or, failing that, as that Act provides. The seat and venue will be Hyderabad, Telangana, the language English, and the award final and binding.
• Subject to the above, the courts at Hyderabad, Telangana, India have exclusive jurisdiction. Either side may go to those courts for urgent interim relief, including an injunction under Part B.

• Whole agreement. These terms are the whole agreement between us about the Application and replace earlier discussions on the same subject. They do not replace a signed Franchise Agreement.
• Changes. We may update these terms for future applicants. The version you accepted continues to apply to your application unless you agree to a newer one in writing.
• No partnership. Nothing here creates a partnership, joint venture, agency or employment between us.
• No transfer. Your application is personal to you. You may not transfer it, or your rights under these terms, to anyone else without our written consent.
• Severability. If a court finds any part of these terms unenforceable, that part is to be read down as far as needed, and the rest continues in force.
• No waiver. If either side delays in using a right, that right is not lost.
• Notices. We will write to the email address on your form. You can write to us at hello@daizenchesschamps.com or at our address above. An email counts as received on the next working day.
• Language. These terms are in English. If we provide a translation, the English version decides.

You accept these terms electronically by ticking the acceptance box and sending the franchise request form. We record the date and time, the version of these terms, and the internet address the form was sent from. Under the Information Technology Act, 2000, this electronic record has the same effect as your signature on paper. We may also ask you to sign a printed or e-signed copy of Part B before sharing detailed material, and you agree to do so.

Questions about these terms or about your application: