Who is responsible for the cost of upgrades to the Proprietary Software for a Buff City Soap franchise?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee must, at its sole cost and expense, fully comply with any changes made to the System by Franchisor within a reasonable time.
Franchisee may be required to attend meetings, at its own cost and expense, to discuss any System changes.
Franchisee will make such capital improvement or modifications necessary to modernize, redecorate and upgrade the Makery, including without limitation the Operating Assets in accordance with Franchisor's then-current Standards, provided that (1) the aggregate amount of capital improvements, modifications and upgrades to the Makery (including those upgrades required in Sections 8(b) and 8(c) of this Agreement) required by Franchisor will not exceed $500,000 during the Initial Term; and (2) Franchisee will not be required to make such capital improvements or modifications more frequently than every 5 years.
Franchisee acknowledges that subsection (2) shall not apply to its obligations under Section 7(b).
(bbbb) "Technology System" means and includes, without limitation, (1) POS System, computer system, software (including Proprietary Software) data, telephone, voice messaging, retrieval and transmission system; (2) customer relationship management systems; (3) printers and other peripheral devices; (4) archival back-up systems; (5) Internet access mode (e.g. form of telecommunications connection) and speed; and (6) WiFi and other Internet services for customers.
(zzz) "System" means the distinctive, unique and proprietary marks and trade dress, products, presentation styles and services, know-how, methods of operation, identification, décor, furnishings, equipment, training, service, production, technology, marketing, advertising, promotion and development that we may designate in written or electronic form or through usage from time to time that define and distinguish a Buff City Soap makery, including (without limitation) (1) plans and specifications for interior and exterior signs, designs, layouts and color schemes; (2) methods, techniques, formats, systems,, ingredients, product preparation instructions, specifications, procedures, information, trade secrets, sales and marketing programs; (3) methods of business operations and management; (4) Standards; (5) the Manuals; and (6) knowledge and experience regarding the operation and franchising of Buff City Soap makeries.
Source: Item 23 — Receipts (FDD pages 69–186)
What This Means (2025 FDD)
According to the 2025 Buff City Soap Franchise Disclosure Document, the franchisee is responsible for complying with changes made to the System at their sole cost and expense. The System includes the Technology System, which in turn includes Proprietary Software.
This means that if Buff City Soap decides to upgrade or change its Proprietary Software, franchisees must pay for these upgrades. This could include the cost of new software licenses, installation, training, or any necessary hardware upgrades to ensure compatibility. The franchisee is obligated to adopt these changes within a reasonable time frame as determined by Buff City Soap.
While the FDD stipulates that franchisees are responsible for these costs, it also sets a limit on the amount of capital improvements, modifications, and upgrades that Buff City Soap can require during the Initial Term of the agreement. The aggregate amount cannot exceed $500,000, and these upgrades cannot be required more frequently than every 5 years. This provides some financial predictability for franchisees, but it's important to note that this limit does not apply to the franchisee's obligations to maintain the Makery according to the Standards.