Does Auntie Annes provide any warranties of non-infringement, merchantability, or fitness for a particular purpose with respect to the support services?
Auntie_Annes Franchise · 2024 FDDAnswer from 2024 FDD Document
- LIMITATION OF LIABILITY AND REMEDIES.
- a. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE AND, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, (I) ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SUPPORT SERVICES; (II) THAT THE SUPPORT SERVICES WILL BE UNINTERRUPTED, AND/OR BE FREE FROM ERRORS, INACCURACIES, OR DELAYS; AND (III) THAT COMPANY WILL BE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF ANY SUBCONTRACTORS OR THIRD PARTIES. USE OF THE SUPPORT SERVICES IS AT FRANCHISEE'S OWN RISK.
- b. TO THE EXTENT COMPANY IS HELD LEGALLY LIABLE TO FRANCHISEE, COMPANY'S LIABILITY IS LIMITED TO ACTUAL LOSSES OR DIRECT DAMAGES FOR ANY CLAIM BASED ON A MATERIAL BREACH OF SUPPORT SERVICES, UP TO A MAXIMUM OF SIX (6) MONTHS OF THE SERVICE FEES PAID BY FRANCHISEE FOR THE APPLICABLE SUPPORT SERVICES DURING THE PERIOD OF MATERIAL BREACH.
- c. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE FOR (I) ACTUAL LOSSES OR DIRECT DAMAGES IN EXCESS OF THE AMOUNTS SET FORTH IN SECTION 11.b. ABOVE; (II) DAMAGES RELATED TO LOST REVENUE, SALES OR PROFIT; (III) DAMAGES FOR LOSS OF DATA OR SOFTWARE RESTORATION; (IV) DAMAGES RELATING TO FRANCHISEE'S PROCUREMENT OF SUBSTITUTE SUPPORT SERVICES (I.E., "COST OF COVER"); OR (V) INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR CONTINGENT DAMAGES (INCLUDING DOWNTIME COSTS OR LOST PROFITS); IN EACH EVENT EVEN IF COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
Source: Item 22 — CONTRACTS (FDD page 106)
What This Means (2024 FDD)
According to Auntie Annes' 2024 Franchise Disclosure Document, Auntie Annes LLC does not provide any explicit warranties regarding the support services offered to franchisees. Specifically, the company disclaims any express or implied warranties, including those related to non-infringement, merchantability, or fitness for a particular purpose. This means that Auntie Annes franchisees are obtaining support services without a guarantee that these services will meet specific requirements or be free from defects.
This disclaimer also extends to the assurance that the support services will be uninterrupted or error-free, and Auntie Annes will not be held responsible for the actions or omissions of subcontractors or third parties involved in providing the support. The document clearly states that the use of support services is at the franchisee's own risk. This is a significant point for potential franchisees to consider, as it places the onus on them to evaluate the suitability and reliability of the support services provided.
Furthermore, the liability of Auntie Annes is limited to actual losses or direct damages resulting from a material breach of support services, capped at six months of service fees paid by the franchisee during the period of the breach. In no event will Auntie Annes or its affiliates be liable for losses exceeding this amount, or for damages related to lost revenue, sales, profit, data loss, software restoration, or the cost of procuring substitute support services. The company also excludes liability for incidental, special, consequential, indirect, punitive, or contingent damages, even if they have been advised of the potential for such damages. This limitation of liability is a common practice in franchising to protect the franchisor from excessive claims, but it also means that franchisees must be prepared to absorb certain risks associated with the support services.