For Bonchon franchisees, what is the maximum liability of Paytronix for direct damages related to the Franchisee Service Agreement?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
- 8. LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (C) DIRECT DAMAGES, IN THE AGGREGATE, IN EXCESS OF (I) IN THE CASE OF PAYTRONIX, THE AMOUNTS PAID TO PAYTRONIX HEREUNDER FOR THE PREVIOUS TWELVE (12) MONTHS, AND (II) IN THE CASE OF FRANCHISEE, THE AMOUNT PAID OR PAYABLE BY FRANCHISEE HEREUNDER FOR THE PREVIOUS TWELVE (12) MONTHS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. HOWEVER, NEITHER PARTY'S LIABILITY IS EXCLUDED OR LIMITED TO THE EXTENT UNENFORCEABLE BY APPLICABLE LAW OR FOR ANY BREACH OF CONFIDENTIALITY OR PROPRIETARY RIGHTS.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the Franchisee Service Agreement with Paytronix includes a limitation of liability. Paytronix's maximum liability for direct damages is capped at the amounts the Bonchon franchisee paid to Paytronix under the agreement during the previous twelve months.
This limitation of liability means that a Bonchon franchisee cannot recover from Paytronix for direct damages exceeding the amount they paid to Paytronix in the year preceding the claim. This could be a significant consideration for franchisees if they experience substantial direct damages due to issues with Paytronix's software or services.
However, there are exceptions to this limitation. Paytronix's liability is not excluded or limited if such exclusion or limitation is unenforceable under applicable law, or for any breach of confidentiality or proprietary rights. This provides some protection to the Bonchon franchisee in cases of severe misconduct or legal restrictions on liability limitations.