What are the potential operational challenges for a Bft franchisee, considering the restrictions on suppliers in Item 8 and the obligations outlined in Item 9?
Bft Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 8: RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES]
Right to Receive Compensation and Negotiated Prices
We may, when appropriate, negotiate purchase arrangements, including price terms, with designated and Approved Suppliers on behalf of the System. We may establish strategic alliances or preferred vendor programs with suppliers that are willing to supply some products, equipment, or services to some or all of the Studios in our System. If we do establish those types of alliances or programs, we may: (i) limit the number of Approved Suppliers with whom you may deal; (ii) designate sources that you must use for some or all products, equipment and services; and (iii) refuse to approve proposals from franchisees to add new suppliers if we believe that approval would not be in the best interests of the System.
We and/or our affiliates may receive payments or other compensation from Approved Suppliers or any other suppliers on account of these suppliers' dealings with us, you, or other Studios in the System, such as rebates, commissions or other forms of compensation, which may comprise of fixed payments and/or percentages of overall sales transactions. During the fiscal year 2024, we received $154,772 in allowances, rebates, or other consideration from vendors in connection with purchases by franchisees, which constituted 6.3% of our total revenue of $2,447,103 during the year, and our Predecessor received $594,663 in similar allowances, rebates, and other consideration. Additionally, Xponential received $6,837,252 in allowances, rebates, or other consideration from vendors in connection with purchases by franchisees of all Xponential Brands in the United States and Canada. We may use any amounts that we receive from suppliers for any purpose that we deem appropriate. We and/or our affiliates may negotiate supply contracts with our suppliers under which we are able to purchase products, equipment, supplies, services and other items at a price that will benefit us and our franchisees.
Cooperatives
No purchasing or distribution cooperatives have been formed.
Franchisee Compliance
When determining whether to grant new or additional Franchises, we consider many factors, including your compliance with the requirements described in this Item 8. You do not receive any further benefit as a result of your compliance with these requirements.
Insurance
[Item 9: FRANCHISEE'S OBLIGATIONS]
| as | |
|---|---|
| Package, including speakers, cabling, mounts and | |
| Obligation | Section in Franchise Agreement |
| Site Selection and a. acquisition/lease | Sections 1.2, 2.2.C, 7.1 and 7.2, 15.1.A(10)-(11), and Exhibit 4 |
| b. Pre-o pening purchases/leases | Sections 5.4, 6.1, 7.3, and 7.4 |
| Site development and other pre- c. opening requirements | Sections 6.1 to 6.3, 6.5, and 6.8, Article 7, and Section 9.2 |
| d. Initia l and ongoing training | Sections 5.5 and 6.2 |
| e. Open ing | Sections 2.2(D) and 6.1 |
| f. Fees | Article 5 and Sections 6.2, 9.1, 9.2 and 9.4 |
| Compliance with standards and | Article 4 and Sections 1.2, 2.2.E, |
| g. | 6.3, 6.5, 7.1, 7.3, 8.1, 8.4, 8.5, |
| policies / Operating Manual | 8.7 and 9.3 |
| Trademarks and proprietary h. information | Article 4 and Sections 12.1, 15.1.A(6), and 15.1.A(8) |
| Restrictions on | Sections 8.4 and 15.1.A(14) |
| i. | |
| products/services offered | |
| Warranty and customer service | Sections 8.1, 8.3, and 8.5 to 8.7 |
| j. | |
| requirements |
[Item 23: RECEIPTS]
- 8.1 Compliance. Franchisee acknowledges and agrees that every detail regarding the appearance and operation of its Studio is important to Franchisor, Franchisee, the System and other owners and operators of BFT Studios in order to maintain high and uniform operating standards, to increase demand for the classes sold by all franchisees, and to protect Franchisor's and the System's reputation and goodwill, and, accordingly, Franchisee agrees to comply strictly at all times with the requirements of this Agreement and the System Standards (whether contained in the Learning Management System or any other written or oral communication to Franchisee by Franchisor) relating to the appearance or operation of the Studio.
Franchisee acknowledges that other BFT Studios may operate under different forms of agreement with Franchisor, and that the rights and obligations of the Parties to other agreements may differ from those hereunder.
8.2 Franchisor's Right to Inspect. To determine whether Franchisee is complying with this Agreement and the System Standards, Franchisor reserves the right, at any reasonable time and without prior notice, and subject to Applicable Laws, to inspect and assess all aspects of the Studio's appearance and operations, including the right to: (1) inspect and examine the Studio premises, fitness equipment, facilities and operation of the Studio in person; (2) interview Franchisee and Franchisee's employees and any independent contractors; (3) interview members and customers of and suppliers to the Studio and any other person with whom Franchisee does business; (4) confer with members and staff of government agencies with authority over Franchisee about matters relevant to the Studio; and (5) use "mystery shoppers," who may pose as customers.
8.3 Personnel. Franchisee agrees to engage in the operation of the Studio only persons of high character and ability who maintain and exhibit traits of enthusiasm, cleanliness, neatness, friendliness,
honesty and loyalty, it being recognized by Franchisee that such persons are necessary in order to promote and maintain customer satisfaction and the goodwill of the System. Franchisee must ensure that in connection with all dealings with all stakeholders in the value of the BFT brand and System (including, without limitation, with Franchisor, its affiliates, Franchisor and its affiliates' employees, other BFT franchisees, franchisees of Franchisor's affiliates, members and prospective Studio members of the BFT brand or any other brand in connection with Franchisor's affiliates, and suppliers and vendors), its and each of its owners' and employees' must act honestly and ethically in each instance. Franchisee agrees to staff the Studio at all times with a sufficient number of qualified, competent personnel who have been trained in accordance with this Agreement and the System Standards. Franchisee, not Franchisor, shall be considered the employer of all employees and the principal of all independent contractors of the Studio. It is the sole responsibility of Franchisee to hire, discipline, discharge and establish wages, hours, benefits, employment policies and other terms and conditions of employment for its employees and independent contractors. Franchisee is solely responsible for obtaining its own independent legal advice regarding the employment of employees and retention of independent contractors, and for complying with any and all Applicable Laws pertaining thereto. Franchisor shall have no responsibility for the terms and conditions of Franchisee's relationship with Franchisee's employees and/or independent contractors. Franchisee shall engage in no discriminatory employment practices and shall in every way comply with all Applicable Laws, including all wage-hour, civil rights, immigration, employee safety and related employment and payroll related laws. Franchisee shall make all necessary filings with, and pay all taxes and fees due to, the Internal Revenue Service and all other federal, state and local governmental agencies or entities to which filings and payments are required. Franchisee acknowledges that nothing in this Section or Agreement shall, or may be construed to, create any type of employer or joint employer relationship between (a) Franchisee or any of Franchisee's personnel, and (b) Franchisor in any matter.
As a Franchise owner, you are required to obtain and maintain, at your sole expense, the required insurance coverages as prescribed in your Franchise Agreement and/or our Learning Management System. We may amend, modify, supplement or otherwise change the coverages or policies required below upon thirty (30) days' written notice to you (or such a shorter period of time that we determine appropriate if a health/safety or infringementrelated issue) via the Learning Management System or otherwise. While the specifications and standards for such coverages may vary depending on the size of your Studio and/ or other factors, such as what is customary for businesses of your type in your area, as of the date of this Disclosure Document, we typically require the following coverages:
- Commercial General Liability insurance covering your day-to-day business operations and premises liability exposures with limits not less than the following:
- E. Non-Approved Services, Products or Suppliers. If Franchisee proposes to offer for sale any products, classes or services other than then-current Approved Services and Approved Products, Franchisee shall first notify Franchisor in writing and submit sufficient information, specifications and samples concerning such product, classes and/or supplier and/or service for a determination by the Franchisor whether such product, classes or supplier of service complies with the Franchisor's specifications and standards and/or whether such supplier meets the Franchisor's approved supplier criteria. Franchisor reserves the right to charge Franchisee reasonable costs in connection with Franchisor's review, evaluation and approval of alternative suppliers. These charges may include reimbursement for travel, accommodations, meal expenses, and personnel wages. Franchisor may from time to time prescribe procedures for the submission of requests for approved products and/or suppliers or services and obligations that approved suppliers must assume (which may be incorporated in a written agreement to be executed by approved suppliers). Franchisor reserves the right to revoke its approval of a previously authorized supplier, product, class or service when Franchisor determines in its discretion that such supplier, product, class or service is not meeting the specifications and standards established by Franchisor. If Franchisor modifies its list of approved products, classes and/or suppliers and/or services, Franchisee shall not, after receipt in writing of such modification, reorder any product or utilize any supplier, product, class or service that is no longer approved.
- F. Franchisor Rights. Franchisee acknowledges and agrees that Franchisor and certain of its affiliates are (or may at any time in future become) an approved, designated, or sole supplier for certain fitness equipment, other equipment, products, logo items, signage and artwork, and other items and services used or sold in BFT Studios; that Franchisor and such affiliates may derive income from the sale of such items, and that the prices charged by Franchisor or such affiliates may reflect an ordinary and reasonable
What This Means (2025 FDD)
According to Bft's 2025 Franchise Disclosure Document, franchisees face operational challenges primarily related to compliance with brand standards and supplier restrictions. Item 8 outlines that Bft may limit the number of approved suppliers, designate mandatory sources for products and services, and refuse new supplier proposals if they are not in the best interest of the Bft system. This could limit a franchisee's ability to find the best prices or customized solutions, potentially impacting profitability and operational flexibility. Franchisees must also comply with standards related to the appearance and operation of their studio, as detailed in Item 8.1, to maintain uniform operating standards and protect Bft's reputation. Bft retains the right to inspect studios at any reasonable time to ensure compliance.
Item 9 lists various obligations for Bft franchisees, including site selection, pre-opening purchases/leases, site development, training, and compliance with operating standards and policies. These obligations are tied to specific sections within the franchise agreement, highlighting their contractual importance. A significant challenge arises from the restrictions on products and services offered, as franchisees must adhere to Bft's approved offerings. This limits their ability to adapt to local market demands or introduce innovative services without franchisor approval.
Furthermore, Bft franchisees must ensure high standards of personnel, as stated in Item 8.3, hiring individuals who exhibit enthusiasm, cleanliness, and honesty. They must also staff the studio with a sufficient number of trained personnel. Managing personnel, including hiring, training, and compliance with employment laws, falls solely on the franchisee. The franchisor's right to modify the list of approved products, classes, and/or suppliers means that franchisees must stay updated and adapt to these changes, potentially disrupting operations and requiring new investments. Franchisees must also maintain required insurance coverages, which Bft may change with 30 days' written notice.