In the Aira Fitness franchise agreement, what happens if performance is delayed due to an act of terrorism?
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 the 2025 Aira Fitness Franchise Disclosure Document, a "force majeure" clause addresses delays caused by events like acts of terrorism. If a franchisee's failure to meet obligations (excluding insurance, indemnification, site acquisition, timely opening, and payments to Aira Fitness) is due to events beyond their control, such as terrorism, their default is suspended.
The suspension lasts as long as the force majeure event reasonably causes the default. To activate this clause, the franchisee must notify Aira Fitness of the force majeure event and their intent to invoke the clause.
However, if the suspension extends beyond six months and the default persists, either Aira Fitness or the franchisee can terminate the agreement with 30 days' notice. The FDD defines force majeure events as those unpreventable despite reasonable diligence, including acts of God, cyber-attacks, wars, riots, and acts of terrorism. Governmental delays in permits are specifically excluded from force majeure.