Does Basecamp Fitness require that my obligation to pay amounts owed to them and their affiliates be independent of any other obligation?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
e to hold us, our officers and directors, harmless from and against any and all claims, liability, damages, or causes of action of any nature, arising from, or in connection with, the creation, operation, or
maintenance of the Technology Platform, unless such liability arises out of our gross negligence or intentional acts.
- G. Payment of Amounts You Owe Us or Our Affiliates. You agree that your obligation to pay all amounts owing to us and to our affiliates is independent of any other obligation either of us have in this Agreement, and that all amounts owing to us and to our affiliates, as well as to your other suppliers, lessors and creditors, must be timely paid. You agree that you will not withhold payment of any Royalty Fees, General Advertising and Marketing Fund Contributions or any other amount due us, and that the alleged non-performance or breach of any of our obligations under this Agreement or any related agreement does not establish a right at law or in equity to withhold payments due us for Royalty Fees, General Advertising and Marketing Fund Contributions or any other amounts due. You agree to sign and deliver to us, our bank(s) and your bank, as necessary, all forms and documents that we may request to permit us to debit your account, either by check, via electronic funds transfer or other means or methods as we may designate ("Payment Methods") for all fees and payments due to us and to our affiliates. You will notify us at least twenty (20) days before closing or changing the account against which such debits are to be made. If such account is closed or ceases to be used, you will immediately provide all documents and information necessary to permit us to debit the amounts due from an alternative account. You acknowledge that these requirements are only a method to facilitate prompt and timely payment of amounts due and will not affe
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, franchisees are obligated to pay all amounts owed to Basecamp Fitness and its affiliates, irrespective of any other obligations either party has under the Franchise Agreement. This means that the franchisee's payment obligations are not contingent upon Basecamp Fitness fulfilling its own obligations. Franchisees must make timely payments to Basecamp Fitness, its affiliates, and other suppliers, lessors, and creditors.
Basecamp Fitness emphasizes that franchisees cannot withhold payments such as Royalty Fees or General Advertising and Marketing Fund Contributions, even if they believe Basecamp Fitness has not performed its obligations or has breached the agreement. This requirement is designed to ensure a consistent revenue stream for Basecamp Fitness and its affiliates, regardless of any disputes or perceived shortcomings in their service delivery.
To facilitate these payments, Basecamp Fitness may request franchisees to authorize direct debits from their accounts, either through checks, electronic funds transfers, or other designated methods. Franchisees must provide necessary forms and documents to enable these payment methods and notify Basecamp Fitness of any changes to the account details. The document specifies that these payment requirements are simply a method to ensure timely payments and do not affect the franchisee's underlying liability for amounts owed. If a payment is returned due to insufficient funds, the franchisee will incur a $100 Insufficient Funds Fee for each occurrence.