For a Buff City Soap franchise in South Dakota, what is the relationship between the Addendum and the Franchise Agreement?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
BUFF CITY SOAP FRANCHISING, LLC []## ADDENDUM TO THE BUFF CITY SOAP FRANCHISING, LLC FRANCHISE AGREEMENT FOR USE IN SOUTH DAKOTA
THIS ADDENDUM is made and entered into on, 20 (the "Effective Date") by and between BUFF CITY SOAP FRANCHISING, LLC, a limited liability company formed under the laws of the State of Delaware, with its principal business address at 5294 Beltline Road, Suite 100, Dallas, Texas 75254, ("we," "us,"' or, "our"), and , a [corporation, limited liability company, general partnership, or limited partnership] formed under the laws of the State of, [or a sole proprietorship] with its principal business address at ("you" or "your"). 1. We and you are parties to that certain Franchise Agreement dated BACKGROUND. , 20 (the "Franchise Agreement") that has been signed concurrently with the signing of this Addendum. This Addendum is annexed to and forms part of the Franchise Agreement. This Addendum is being signed because (a) you are domiciled in South Dakota and the Buff City Soap Makery that you will operate under the Franchise Agreement will be located in South Dakota; and/or (b) any of the offering or sales activity relating to the Franchise Agreement occurred in South Dakota. 2. Section 3.1 of the Franchise Agreement is amended to add the following: "The payment of the Initial Franchise Fee is not due to Franchisor until Franchisor has completed all of its pre-opening requirements to Franchisee and Franchisee is operational." 3. No statement, questionnaire or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of: (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on behalf of the Franchisor. This provision supersedes any other term of any document executed in connection with the franchise. IN WITNESS WHEREOF, the parties have executed and delivered this Addendum on the dates noted below, to be effective as of the Effective Date. BUFF CITY SOAP FRANCHISING, LLC []## ADDENDUM TO THE BUFF CITY SOAP FRANCHISING, LLC FRANCHISE AGREEMENT FOR USE IN VIRGINIA
Source: Item 6 — , Securities Offering Fee, in the amount column is revised to state the following: (FDD pages 216–303)
What This Means (2025 FDD)
According to the 2025 Buff City Soap Franchise Disclosure Document, the Addendum modifies the Franchise Agreement for franchisees in South Dakota. The Addendum is signed concurrently with the Franchise Agreement and is annexed to and forms part of it. This Addendum is required because the franchisee is domiciled in South Dakota or any franchise offering or sales activity occurred there.
Specifically, the Addendum alters Section 3.1 of the Franchise Agreement, stating that the initial franchise fee is not due until Buff City Soap has completed all pre-opening requirements and the franchisee is operational.
Additionally, the Addendum stipulates that no statement, questionnaire, or acknowledgement signed by the franchisee can waive claims under South Dakota franchise law, including fraud in the inducement, or disclaim reliance on behalf of the franchisor. This provision supersedes any conflicting terms in other documents related to the franchise agreement, providing additional protection to the franchisee under South Dakota law.