Does the Buildingstars Franchise Agreement define the meaning of headings within the agreement?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: CONTRACTS]
I. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meaning as set forth below and the definitions constitute an integral part of this Agreement:
A. "Affiliate" means any and all entities that are or may control, be controlled by, or under common ownership with BUILDINGSTARS including but not limited to Buildingstars, Inc. f/k/a Advantage Building Services, Inc.), Buildingstars Operations, Inc. (f/k/a Buildingstars STL Operations, Inc.), Buildingstars International, Inc., Green Sky Franchise Group, Inc., Facility Brands, Inc. and Green Sky Southwest, Inc.
B. "Business" means the cleaning business that FRANCHISEE will operate under this Agreement using the System and Marks.
C. "Customer" means any existing customers or prospective customers (of BUILDINGSTARS, its Affiliates, FRANCHISEE, or any other franchisee) with whom FRANCHISEE or its employees or agents have had direct or indirect contact or about whom FRANCHISEE or its employees or agents have learned information by virtue of: (1) communications with BUILDINGSTARS, its Affiliates or other BUILDINGSTARS franchisees; (2) the operation of the Business; or (3) the transfer or termination of this Agreement, and in addition, "Customer" shall include any affiliate, successor in interest, subsidiary, sibling company, or parent company of any such customer or prospective customer.
D. "Gross Sales" means the total money or property earned by FRANCHISEE or derived from or in connection with the operation of the Business, including all fees and other charges for every type of service performed and goods and services sold. Gross Sales will be calculated at the time the services or products from which they were derived are delivered or rendered. The term does not include applicable sales, use or service taxes and any refunds and allowances actually given to Customers.
E. "FRANCHISEE" shall be deemed to include: (a) all persons and their spouses owning any interest in FRANCHISEE if it is a corporation or a limited liability company; (b) all partners and their spouses owning any interest in FRANCHISEE if it is a partnership; and (c) all of the individuals and their spouses owning any interest in FRANCHISEE if it is a sole proprietorship.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, the Franchise Agreement defines specific terms used within the agreement, but it does not explicitly define the meaning or interpretation of the headings used in the agreement. The document includes a section dedicated to definitions, clarifying the meaning of terms such as "Affiliate," "Business," "Customer," "Gross Sales," and "FRANCHISEE." These definitions are integral to the agreement, providing a clear understanding of the terms and conditions for both Buildingstars and the franchisee.
While the FDD excerpts do not define the headings, the inclusion of defined terms suggests that Buildingstars prioritizes clarity in its contractual language. Franchisees should pay close attention to these definitions to fully understand their rights and obligations under the agreement. The absence of heading definitions does not necessarily imply ambiguity, but franchisees should seek clarification from Buildingstars on any sections of the agreement that are unclear.
Prospective Buildingstars franchisees should carefully review the entire Franchise Agreement, paying particular attention to the defined terms. Understanding these definitions is crucial for navigating the agreement and ensuring compliance. If there are any doubts or uncertainties regarding the interpretation of specific sections or headings, franchisees should consult with a legal professional experienced in franchise law to obtain independent advice.