In the context of force majeure, what level of diligence is expected of the party invoking the force majeure regarding the event affecting their Aira Fitness obligations?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
If a party's default under this Agreement (other than your obligations with respect to insurance and indemnification, to obtain a site and open the Aira Fitness Business within a specified period, and to pay all fees and other amounts due to us and our affiliates under this Agreement and any other agreement between you and us or our affiliates), is caused in whole or in part by a force majeure, such default and any right of the other party to terminate this Agreement for such default is suspended for as long as the default is reasonably caused by such force majeure.
Any suspension is effective only from the delivery of a notice of the force majeure to the other party stating the party's intention to invoke the force majeure.
However, if such suspension continues for longer than six months and the default still exists, either party has the right to terminate this Agreement upon thirty (30) days' notice to the other party.
Events of force majeure are those that cannot be prevented, avoided or removed by the party invoking the force majeure despite the exercise of reasonably diligence, including acts of God, actions of the elements, cyber-attacks, lockouts, strikes, wars, riots, acts of terrorism, civil commotion, and acts of governmental authorities (not including a governmental authority's delaying or refusing to grant building permits, licenses and other permissions and approvals), and except as specifically provided for elsewhere in this Agreement.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, a party invoking force majeure must exercise reasonable diligence to prevent, avoid, or remove the event affecting their obligations. This means Aira Fitness franchisees are expected to take proactive steps to mitigate the impact of events that could be considered force majeure.
The FDD specifies that events of force majeure are those that cannot be prevented, avoided, or removed despite the exercise of reasonable diligence. These events include acts of God, actions of the elements, cyber-attacks, lockouts, strikes, wars, riots, acts of terrorism, civil commotion, and acts of governmental authorities. However, delays or refusals by governmental authorities to grant building permits, licenses, and other permissions and approvals are specifically excluded from being considered force majeure events.
If a default is caused by a force majeure event, the party's obligation to perform is suspended for as long as the default is reasonably caused by the event. To invoke this suspension, the party must deliver a notice of the force majeure to the other party, stating their intention to invoke it. However, if the suspension continues for longer than six months and the default still exists, either party has the right to terminate the agreement upon thirty days' notice to the other party. This clause does not apply to obligations related to insurance, indemnification, obtaining a site, opening the Aira Fitness Business within a specified period, and paying fees due to Aira Fitness.