Is ProVision obligated to provide continuous and uninterrupted service to Basecamp Fitness franchisees?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
- b. Termination. This Agreement may be terminated by a written agreement executed by the parties. In addition, the Agreement will terminate automatically without further notice in the event that the Franchise Agreement between Customer and Basecamp Fitness Franchisor LLC is terminated or expires. Notwithstanding the foregoing, ProVision reserves the right, in its sole discretion and without prior notice, at any time, to suspend Customer's access to or use of the Server, Services or any portion thereof, in the event ProVision believes or has reason to believe that Customer is in violation or may be violating any term or condition of this Agreement. In the event of suspension of Services, ProVision shall thereafter provide prompt written notice to Customer of the suspension of Services and the reasons therefore. In addition, in the event that ProVision's license to or right to distribute the Proprietary Software is terminated for any reason, any license granted to Customer for use of the Proprietary Software shall automatically terminate. ProVision shall provide Customer with written notice of such termination. ProVision will use good-faith efforts to procure a substitute license for similar software including, without limitation, web-based software, within a period of thirty (30) days after termination. However, ProVision makes no representation or warranty as to the continued availability of the Proprietary Software and will have no liability whatsoever to Customer in such a termination event.
- c. Rights Upon Termination. In the event this Agreement is terminated for any reason, Customer shall pay ProVision, on a pro rata basis, for all Services provided to Customer up to the date of termination.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 51–55)
What This Means (2025 FDD)
According to the 2025 Basecamp Fitness Franchise Disclosure Document, ProVision's obligation to provide continuous and uninterrupted service to Basecamp Fitness franchisees is limited. While the agreement between ProVision and the franchisee (referred to as "Customer") is tied to the Franchise Agreement with Basecamp Fitness Franchisor LLC, ProVision reserves the right to suspend the franchisee's access to services under certain conditions.
Specifically, ProVision can suspend a franchisee's access to the server, services, or any part thereof without prior notice if ProVision believes the franchisee is violating any term or condition of their agreement. In the event of such suspension, ProVision is required to provide prompt written notice to the franchisee, explaining the reasons for the suspension. Additionally, if ProVision's license to distribute the proprietary software is terminated, the franchisee's license to use that software automatically terminates, with ProVision obligated to provide written notice of such termination.
ProVision will attempt to find a substitute license for similar software within 30 days after termination, but they do not guarantee the continued availability of the proprietary software and bear no liability to the franchisee if the software access is terminated. Upon termination of the agreement for any reason, the franchisee is obligated to pay ProVision on a pro-rata basis for all services provided up to the termination date. This arrangement highlights a potential risk for Basecamp Fitness franchisees, as their access to essential services could be interrupted under the conditions described, impacting their business operations.