What agreement supersedes prior discussions between Basecamp Fitness and the franchisee?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
You and we acknowledge that we want all terms of our business relationship to be defined in this written agreement, and that neither of us wants to enter into a business relationship with the other in which any terms or obligations are subject to any oral statements or in which oral statements serve as the basis for creating rights or obligations different than or supplementary to the rights and obligations as set forth in this Agreement.
Therefore, you and we agree that this Agreement will supersede and cancel any prior and/or contemporaneous discussions between us.
We each agree that we placed, and will place, no reliance on any such discussions.
You agree that no representations have been made to you concerning this Agreement or the Basecamp Fitness franchise other than as contained in this Agreement and in the Franchise Disclosure Document you received before you signed this Agreement (the "FDD").
You agree that no claims, representations or warrantees of earnings, sales, profits, or success of your Basecamp Studio have been made to you other than as set forth in Item 19 of the FDD.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, the franchise agreement serves to cancel and supersede any previous discussions between Basecamp Fitness and the prospective franchisee. This means that once the franchise agreement is signed, its written terms take precedence over any verbal agreements or understandings that may have occurred during negotiations. Basecamp Fitness emphasizes that neither party should rely on oral statements, ensuring that all obligations and rights are clearly defined within the written contract.
This clause is designed to provide clarity and prevent disputes based on differing recollections of conversations or promises made outside the formal agreement. It protects both the franchisee and Basecamp Fitness by ensuring that the written contract is the definitive source of their business relationship. Franchisees should therefore ensure that all important terms and conditions are included in the written agreement before signing.
Furthermore, Basecamp Fitness states that no representations have been made regarding the franchise other than what is contained in the agreement itself and in the Franchise Disclosure Document (FDD). This reinforces the importance of carefully reviewing the FDD, especially Item 19, which covers earnings claims. The agreement also specifies that any required approvals or consents from Basecamp Fitness must be in writing to be considered effective, adding another layer of protection against misunderstandings or unconfirmed agreements.