Does the Alloy franchise agreement supersede prior representations not included in the Franchise Disclosure Document?

According to Alloy's 2025 Franchise Disclosure Document, the franchise agreement, along with all schedules, addenda, and appendices, constitutes the entire agreement between the parties. This agreement supersedes any prior negotiations, understandings, representations, and agreements. However, the document clarifies that nothing within the agreement is intended to disclaim the representations made by Alloy in the Franchise Disclosure Document (FDD) that was furnished to the franchisee. This means that while previous discussions or agreements are not binding, Alloy is still accountable for the information presented in the FDD itself.

For a prospective Alloy franchisee, this is an important distinction. It confirms that the written franchise agreement is the ultimate source of obligations and rights. Any promises or assurances made during the sales process that are not reflected in the agreement are generally not enforceable. However, Alloy cannot contradict or disown the statements made within the FDD. This provides a level of protection for the franchisee, ensuring that the franchisor stands by the disclosures made in the official document.

It is common practice in franchising for the written agreement to be the final word, as this provides clarity and legal certainty for both parties. Franchisees should carefully review the entire franchise agreement and the FDD before signing, and seek legal counsel to ensure they understand all the terms and conditions. This clause reinforces the importance of due diligence and reliance on the documented information provided by Alloy.