What is the connection between the royalty fees paid to Bft, as described in Item 6, and the franchisee's definition in Item 1?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 1: THE FRANCHISOR, ANY PARENTS, PREDECESSORS AND AFFILIATES]
ITEM 1 THE FRANCHISOR, ANY PARENTS, PREDECESSORS AND AFFILIATES
To simplify the language, this disclosure document (this "Disclosure Document") uses "we," "us," "our," "Franchisor" or "BFT" to mean BFT Franchise SPV, LLC, the franchisor. "You" means the person, corporation, partnership or other entity that buys the franchise and those of your owners who personally assume and guarantee performance of your obligations under your agreements with us. Terms used but not defined in this Disclosure Document (including various capitalized terms) have the meanings given to them in the Franchise Agreement attached as Exhibit A to this Disclosure Document (the "Franchise Agreement").
Franchisor
We do business under the name BFT Franchise SPV, LLC, or in some cases, simply as "BFT." We do not do business under any other name. Our principal business address is 17877 Von Karman Ave., Suite 100, Irvine, CA 92614, and our business phone number is (949) 346-3000. We are a Delaware limited liability company formed on March 6, 2023.
Except as provided in this Item, we have not and do not offer franchises in any other line of business and we have not otherwise been involved in other substantive business activity.
Predecessors and Internal Reorganization
BFT® franchises were first offered in 2020 by Body Fit Training USA Inc. ("Body Fit Training USA") who continued offering franchises for the brand until October 2021. In October 2021, our affiliate, BFT Franchise Holdings, LLC (our "Predecessor") acquired from Body Fit Training USA all rights, title and interest in and to the BFT franchise system, trademarks, and other intellectual property. Body Fit Training USA's Australian-based affiliate has master franchise rights for the development of BFT-branded studios within Australia, Singapore and New Zealand. Predecessor has temporarily operated Studios in connection with the reacquisition of Studios from franchisees for purposes of resale to new franchisees.
[Item 23: RECEIPTS]
5. FEES
- 5.1 Initial Franchise Fee. On its signing of this Agreement, Franchisee agrees to pay Franchisor an initial franchise fee in the sum of Sixty Thousand Dollars ($60,000) for the right to operate the Studio pursuant to the terms of this Agreement (the "Initial Franchise Fee"). The Initial Franchise Fee shall be fully earned by Franchisor upon payment and is not refundable under any circumstance.
- 5.2 Royalty Fee. Throughout the Term, Franchisee agrees to pay Franchisor, weekly, without setoff, credit or deduction of any nature, a royalty fee equal to seven percent (7%) of the Gross Sales (as that term is defined in Section 5.3, below) generated by the Studio over the immediately preceding week (the "Royalty" or "Royalty Fee").
- 5.3 Gross Sales. "Gross Sales" means the total revenue, in whatever form, generated by the Studio, whether or not in compliance with this Agreement and regardless of receipt, including all revenue generated from the sale and provision of any and all gift cards and other products and services at or through the Studio and all proceeds from any business interruption insurance related to the non-operation of the Studio. "Gross Sales" does not include (a) any sales tax and equivalent taxes that are collected by Franchisee for or on behalf of any governmental taxing authority and paid thereto, or (b) the value of any allowance issued or granted to any client of the Studio that is credited in good faith by Franchisee in full or partial satisfaction of the price of the Approved Products or Approved Services offered in connection with the Studio.
What This Means (2025 FDD)
According to Bft's 2025 Franchise Disclosure Document, Item 1 defines "you" as the person or entity that purchases the franchise, while Item 6, concerning Franchisor Services, does not directly mention royalty fees. However, Item 1 clarifies that terms not defined within the document itself take on the meanings provided in the Franchise Agreement, which is attached as Exhibit A. Therefore, to understand the connection between royalty fees and the franchisee, one must refer to the Franchise Agreement.
Item 5.2 details the royalty fee structure, stating that the franchisee must pay Bft a weekly royalty fee equal to seven percent (7%) of the Gross Sales generated by the studio. Gross Sales are defined as the total revenue generated by the studio, regardless of receipt or compliance with the agreement, including revenue from gift cards and business interruption insurance. Gross Sales do not include sales tax collected for governmental authorities or the value of allowances issued to clients in good faith.
In summary, the "you" defined in Item 1, who purchases the Bft franchise, is obligated to pay the royalty fees as outlined in Item 5.2. This fee is a percentage of the studio's gross sales and is paid weekly. The Franchise Agreement, referenced in Item 1, provides the specific details regarding this financial obligation.