Under the Aira Fitness agreement, what is considered a 'Force Majeure' event?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
Force Majeure.
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' event includes occurrences that cannot be prevented or avoided by the party invoking it, despite reasonable diligence. These events encompass acts of God, actions of the elements, cyber-attacks, lockouts, strikes, wars, riots, acts of terrorism, civil commotion, and actions by governmental authorities. However, delays or refusals by governmental authorities to grant building permits, licenses, and other permissions are specifically excluded from being considered force majeure events.
If a franchisee's default under the agreement is caused by a force majeure event, their default and the other party's right to terminate the agreement due to that default are suspended for the duration that the force majeure event reasonably causes the default. To activate this suspension, the affected party must provide notice of the force majeure to the other party, stating their intention to invoke it.
However, if the suspension due to the force majeure event lasts longer than six months and the default continues, either party has the right to terminate the agreement. This termination can occur after providing a thirty-day notice to the other party. 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 force majeure provisions.