Note: A number of expressions used in this instrument are defined in the Act, including the following:
(a) contract;
(b) corporation;
(c) personal information;
(d) supply.
(1) In this instrument:
ABN has the same meaning as in the A New Tax System (Australian Business Number) Act 1999.
Act means the Competition and Consumer Act 2010.
ADR practitioner means a conciliator or mediator.
ADR process means conciliation or mediation.
ANZSIC division and subdivision codes means the division and subdivision codes for an industry that are specified in the Australian and New Zealand Standard Industrial Classification (ANZSIC) 2006 (Revision 2.0), published by the Australian Bureau of Statistics on 26 June 2013.
Note: The Australian and New Zealand Standard Industrial Classification (ANZSIC) 2006 (Revision 2.0) could in 2024 be viewed on the Australian Bureau of Statistics website (https://www.abs.gov.au).
associate, for a franchisor, means a person:
(a) who:
(i) is a director or related body corporate, or a director of a related body corporate, of the franchisor; or
(ii) for a franchisor that is a proprietary company (within the meaning of the Corporations Act)—directly or indirectly owns, controls, or holds with power to vote, at least 15% of the issued voting shares in the franchisor; or
(iii) is a partner of the franchisor; and
(b) whose relationship with the franchisor is relevant to the franchise system, including because:
(i) the person supplies goods or services to a franchisee; or
(ii) the person gives the franchisee a right to occupy premises, whether under a lease or otherwise; or
(iii) the person owns intellectual property used in the franchise system; or
(iv) the person is involved in market research, market testing, market development, sales promotion or management of the franchise system.
Code means the industry code set out in Chapter 2.
complainant: see section 70.
Co‑operatives National Law means the Law set out in the appendix to the Co‑operatives (Adoption of National Law) Act 2012 (NSW), as in force on 1 April 2025, and applying in a State or Territory under the following:
(a) the Co‑operatives (Adoption of National Law) Act 2012 (NSW);
(b) the Co‑operatives National Law Application Act 2013 (Vic.);
(c) the Co‑operatives National Law Act 2020 (Qld);
(d) the Co‑operatives National Law (South Australia) Act 2013 (SA);
(e) the Co‑operatives National Law (Tasmania) Act 2015 (Tas.);
(f) the Co‑operatives National Law (ACT) Act 2017 (ACT);
(g) the Co‑operatives (National Uniform Legislation) Act 2015 (NT).
Corporations Act means the Corporations Act 2001.
disclosure document means a document created in compliance, or purported compliance, with section 20.
engage in conduct means:
(a) do an act; or
(b) omit to perform an act.
extend:
(a) in relation to the scope of a franchise agreement, means a material change to:
(i) the terms and conditions of the agreement; or
(ii) the rights of a person under or in relation to the agreement; or
(iii) the liabilities that would be imposed on a person under or in relation to the agreement; or
(b) in relation to the term of a franchise agreement, occurs when the period of the agreement is extended, other than because of an option exercisable by the franchisee during the term of the agreement.
Fair Work Act means the Fair Work Act 2009.
Fair Work civil remedy provision means a civil remedy provision within the meaning of the Fair Work Act.
Fair Work related offence provision means a related offence provision within the meaning of the Fair Work Act.
Fair Work serious contravention means a serious contravention within the meaning of the Fair Work Act.
financial year, in relation to a franchisor and a franchise, means a period of 12 months in respect of which financial statements relating to the franchise are prepared for the franchisor.
franchise includes the following:
(a) the rights and obligations under a franchise agreement;
(b) a master franchise;
(c) a subfranchise;
(d) an interest in a franchise.
franchise agreement: see section 7.
franchisee includes the following:
(a) a person to whom a franchise is granted;
(b) a person who otherwise participates in a franchise as a franchisee;
(c) a subfranchisor in its relationship with a franchisor;
(d) a subfranchisee in its relationship with a subfranchisor.
franchise system includes a business system in which a franchisor grants a franchise to a franchisee.
franchisor includes the following:
(a) a person who grants a franchise;
(b) a person who otherwise participates in a franchise as a franchisor;
(c) a subfranchisor in its relationship with a subfranchisee;
(d) a subfranchisor in a master franchise system;
(e) a subfranchisor in its relationship with a franchisee.
fund administrator, of a specific purpose fund, means:
(a) the franchisor or master franchisor who controls or administers the fund; or
(b) if the franchisor or master franchisor has authorised an associate to control or administer the fund for the franchisor or master franchisor—the authorised associate.
industry code has the meaning given by subsection 51ACA(1) of the Act.
interest in a franchise includes a legal or beneficial interest in:
(a) a franchise agreement or a franchised business, whether arising as a result of a guarantee of a franchisee’s obligations under the agreement or otherwise; or
(b) shares or voting rights in a corporation, not being a listed corporation (within the meaning of the Corporations Act), that owns a franchised business; or
(c) units or voting rights in a unit or other trust that owns a franchised business; or
(d) the capital or income of a partnership that owns a franchised business.
master franchise means a franchise in which the franchisor grants to a subfranchisor the right:
(a) to grant a subfranchise; or
(b) to participate in a subfranchise.
motor vehicle means a vehicle that uses, or is designed to use, volatile spirit, gas, oil, electricity or any other power (except human or animal power) as the principal means of propulsion, but does not include a vehicle used, or designed to be used, on a railway or tramway.
Note: Examples of motor vehicles are as follows:
(a) motor car;
(b) motorcycle;
(c) tractor;
(d) motorised farm machinery;
(e) motorised construction machinery;
(f) aircraft;
(g) motor boat.
motor vehicle dealership:
(a) means a business of:
(i) buying, selling, exchanging or leasing motor vehicles that is conducted by a person other than a person who is only involved as a credit provider, or provider of other financial services, in the purchase, sale, exchange or lease; and
(ii) any servicing or repairing of motor vehicles by that business; and
(b) includes a business of:
(i) selling motor vehicles that is conducted by a person (for the purposes of this instrument, the franchisee) who sells the motor vehicles as an agent for a principal (for the purposes of this instrument, the franchisor); and
(ii) any servicing or repairing of motor vehicles by that business.
new light goods vehicle means a new road vehicle of the kind referred to in clause 4.5.5 of the Vehicle Standard (Australian Design Rule – Definitions and Vehicle Categories) 2005.
new passenger vehicle means a new road vehicle of a kind referred to in clause 4.3 of the Vehicle Standard (Australian Design Rule – Definitions and Vehicle Categories) 2005.
new road vehicle has the same meaning as in section 78 of the Road Vehicle Standards Act 2018.
new vehicle dealership agreement means a motor vehicle dealership agreement relating to a motor vehicle dealership that predominantly deals in new passenger vehicles or new light goods vehicles (or both).
Note: A motor vehicle dealership agreement is taken to be a franchise agreement (see paragraph 7(2)(c)).
obligation to act in good faith: see section 18.
old regulations means the Competition and Consumer (Industry Codes—Franchising) Regulation 2014, as in force before 1 April 2025.
Ombudsman means the Australian Small Business and Family Enterprise Ombudsman.
prospective franchisee means a person:
(a) who deals with a franchisor for the right to be granted a franchise; or
(b) who seeks to acquire a franchise business through the transfer of a franchise agreement.
Register means the register established under clause 53 of Schedule 1 to the old regulations.
renew, in relation to a franchise agreement, occurs when the franchisee exercises an option during the term of the agreement to renew the agreement.
respondent: see section 70.
Secretary means the Secretary of the Department that is administered by the Minister administering the Australian Small Business and Family Enterprise Ombudsman Act 2015.
serious offence means:
(a) an offence under any law of the Commonwealth or a State or a Territory for which, if the act or omission had taken place in the Jervis Bay Territory, a person would be liable, on first conviction, to imprisonment for a period of not less than 5 years; or
(b) a contravention of any provision of the Corporations Act.
Note: Jervis Bay Territory is mentioned because it is a jurisdiction in which the Commonwealth has control over the criminal law.
specific purpose fund means a fund:
(a) that is controlled or administered:
(i) by a franchisor or a master franchisor; or
(ii) for a franchisor or a master franchisor by an associate for the franchisor or master franchisor; and
(b) to which, under a franchise agreement, a franchisee is required to pay money (whether the franchisee is a franchisee or subfranchisee of the franchisor or master franchisor); and
(c) that, under the franchise agreement, must be used for a specified common purpose relating to the operation of the franchised business.
Note: Examples of specific purpose funds could include a marketing fund for advertising or a cooperative fund for information technology.
subfranchisor means a person who is:
(a) a franchisee in relation to a master franchise; and
(b) a franchisor in relation to a subfranchise granted under the master franchise.
trade mark has the meaning given by the Trade Marks Act 1995.
Note: A trade mark is a sign (including any letter, word, name, signature, numeral, device, brand, heading, label, ticket, aspect of packaging, shape, colour, sound or scent (or any combination of these)) used, or intended to be used, to distinguish goods or services dealt with or provided in the course of trade by a person from goods or services so dealt with or provided by any other person (see sections 6 and 17 of the Trade Marks Act 1995).
transfer, in relation to a franchise agreement, includes a situation in which:
(a) the agreement is terminated on the basis that a new franchise agreement is entered into between the franchisor and a prospective franchisee; or
(b) the franchisee’s rights and obligations under the agreement are assigned to a prospective franchisee; or
(c) the agreement contemplates a transfer in specified circumstances and those circumstances happen.
virtual attendance technology means any technology that allows a person to attend an ADR process or an arbitration without being physically present at the ADR process or arbitration.
(2) In this instrument, the following terms have the meanings given by the Corporations Act:
(a) ACN;
(b) ARBN;
(c) body corporate;
(d) Chapter 5 body corporate;
(e) consolidated entity;
(f) director;
(g) insolvent under administration;
(h) misconduct;
(i) officer;
(j) registered company auditor;
(k) registered office;
(l) related body corporate.