Does the Bonchon agreement define 'Services' in the context of the entire agreement clause?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
These Authorized Operator Terms & Conditions ("AO T&Cs") govern the use of the Services by the authorized Bonchon Franchise LLC franchisee that is accessing or using the Services ("Authorized Operator").
On XX/XXXXX, Olo, Inc. ("Olo") and Bonchon Franchise LLC ("Customer") entered into a Master Services Agreement (as amended, supplemented or otherwise modified from time to time, the "Master Services Agreement"). Olo and Customer have also entered into one or more Order Forms (as amended, supplemented or otherwise modified from time to time, each an "Order Form" and, collectively with the Master Services Agreement, the "Agreement") in connection with Olo's provision of Services (as defined in the Agreement) to Customer and its Authorized Operators.
Customer desires to enable Authorized Operator to use the Services described in the Agreement and for Olo to bill Authorized Operator directly with respect to fees and charges incurred in connection with Authorized Operator's use of the Services. Authorized Operator's access to and use of the Service is conditioned on its acceptance of and compliance with these AO T&Cs. By accessing or using the Services, Authorized Operator agrees to be bound by these AO T&Cs.
Any capitalized terms used but not defined herein shall have the meanings ascribed to them pursuant to the Agreement.
Any additional or inconsistent terms on any other document shall be null and void.
Customer has instructed Olo in one or more Order Forms to (a) invoice Authorized Operator for any fees or charges (the "Authorized Operator Owed Amounts") under the Agreement that are specified by the Customer as payable by the Authorized Operator or if not specified, (i) charged on a per location or per transaction/order/unit basis, and (ii) applicable to the use of the Services by the Authorized Operator or by locations operated by the Authorized Operator (including any fees or charges associated with transactions/orders/units conducted with locations owned or operated by the Authorized Operator); and (b) make payments or disbursements to Authorized Operator for any disbursements associated with use of the Services by the Authorized Operator or by transactions/orders/units conducted with locations owned or operated by the Authorized Operator (the "Authorized Operator Disbursement Amounts").
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the term "Services" is defined within the context of an agreement between Olo, Inc. and Bonchon Franchise LLC. This agreement, referred to as the "Agreement," encompasses a Master Services Agreement and any associated Order Forms. Bonchon enables its franchisees, termed "Authorized Operators," to utilize these Services.
The agreement stipulates that Olo will directly bill the Authorized Operator for fees related to their use of the Services. These fees, known as "Authorized Operator Owed Amounts," are specified by Bonchon or are calculated based on location or transaction volume. Olo is also authorized to make payments or disbursements to the Authorized Operator for transactions related to the Services, referred to as "Authorized Operator Disbursement Amounts."
Any capitalized terms not explicitly defined within the Authorized Operator Terms & Conditions (AO T&Cs) will carry the meanings ascribed to them in the overarching Agreement between Olo and Bonchon. This ensures consistency in interpretation across all related documents. Prospective franchisees should review the Master Services Agreement and Order Forms to fully understand the scope and nature of the "Services" being provided and their associated costs and obligations.