How are uncertainties or ambiguities in the Aplus agreement resolved?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
13. CONSTRUCTION
- 13.1. Entire Agreement. This Agreement represents the entire fully integrated agreement between the parties concerning the subject matter hereof, and supersedes all other negotiations, agreements, representations, and covenants, oral or written. However, nothing in this Agreement is intended to disclaim or require you to waive reliance on any representation made in the franchise disclosure document that was delivered to you in connection with your purchase of an APLUS Store.
- 13.2. No Waiver. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless the same is made in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this Agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid.
- 13.3. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
- 13.4. Survival of Terms. Any provision or covenant of this Agreement which expressly or by its nature imposes obligations beyond the expiration or termination of this Agreement shall survive such expiration
or termination.
- 13.5. Definitions and Captions.
Unless otherwise defined in this body of this Agreement, capitalized terms have the meaning ascribed to them in Attachment A ("Glossary of Additional Terms").
All captions in this Agreement are intended for the convenience of the parties, and none shall be deemed to affect the meaning or construction of any provision of this Agreement.
- 13.6. Persons Bound.
This Agreement shall be binding on the parties and their respective successors and assigns.
As applicable, each Owner shall execute the Guaranty and Personal Undertaking attached as Attachment D.
Source: Item 22 — CONTRACTS (FDD page 68)
What This Means (2024 FDD)
Based on the 2024 Aplus Franchise Disclosure Document, the franchise agreement represents the entire agreement between both parties, superseding any prior negotiations or agreements, whether oral or written. However, this does not disclaim or require a waiver of reliance on any representation made in the franchise disclosure document itself.
The Aplus agreement specifies that no modification or waiver of any provision is valid unless it is in writing and executed by the party being charged. Furthermore, no evidence of any waiver or modification will be admissible in any legal proceeding unless it is written and duly executed. This clause ensures that all changes to the agreement are documented and agreed upon in writing, preventing disputes based on verbal agreements or implied waivers.
Additionally, the Aplus agreement includes a severability clause, stating that if any provision is found to be invalid or unenforceable, the remaining provisions of the agreement will still remain in effect. This prevents the entire agreement from being invalidated due to a single unenforceable clause. All captions within the agreement are for convenience only and do not affect the interpretation of any provision. Any terms that are capitalized but not defined in the agreement itself will have the meanings ascribed to them in Attachment A, the Glossary of Additional Terms.
The Aplus agreement is binding on both parties and their respective successors and assigns. Owners must execute the Guaranty and Personal Undertaking attached as Attachment D. These construction terms provide a framework for interpreting and enforcing the agreement, ensuring clarity and stability in the relationship between Aplus and its developers.