If a franchisee experiences a force majeure event, what is their obligation to Aira Fitness regarding notification?
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, if a franchisee's default under the Franchise Agreement is caused by a force majeure event, the franchisee must deliver a notice of the force majeure to Aira Fitness. This notice must state the franchisee's intention to invoke the force majeure clause. The suspension of obligations is only effective from the date this notice is received by Aira Fitness.
This notification requirement is critical because it triggers the suspension of certain obligations under the agreement, protecting the franchisee from potential default penalties during the force majeure event. However, it's important to note that certain obligations, such as those related to insurance, indemnification, obtaining a site, opening the Aira Fitness Business within a specified period, and paying fees, are not subject to suspension due to force majeure.
If the force majeure event continues for longer than six months and the default still exists, either Aira Fitness or the franchisee has the right to terminate the Franchise Agreement, provided they give thirty (30) days' notice to the other party. This clause provides a mechanism for both parties to exit the agreement if the force majeure event creates a prolonged disruption. Events considered force majeure are those that cannot be prevented with reasonable diligence, including acts of God, cyber-attacks, wars, riots, acts of terrorism, and actions by governmental authorities (excluding delays in permits and licenses).