What is considered 'Downtime' in the context of Digital Ordering for a Carls Jr. franchise?
Carls_Jr Franchise · 2025 FDDAnswer from 2025 FDD Document
- b. Definitions. The following definitions shall apply to the SLA:
- i. "Downtime" means the period of time during which Digital Ordering fails to be operational and available across any platform to End Users to place a digital order (for reasons other than those set forth below) until Digital Ordering, on all platforms, again becomes operational and available to End Users.
- ii. "Permitted Downtime" means the period of time during which Digital Ordering fails to be operational and available due to software upgrades and scheduled maintenance, conducted on a regular basis between 3:00 a.m. and 6:00 a.m. Eastern Time, of which Olo will give Customer and Authorized Operator a minimum of twenty-four (24) hours advanced notice. Notwithstanding the foregoing, Olo shall be permitted to take up to five (5) minutes of downtime on any day during the calendar year between 4:00 a.m. and 6:00 a.m. Eastern Time without prior notice to Customer.
Source: Item 23 — RECEIPTS (FDD pages 76–364)
What This Means (2025 FDD)
According to the 2025 Carls Jr. Franchise Disclosure Document, "Downtime" in the context of digital ordering refers to any period when the digital ordering system is not operational and available to end-users across all platforms. This means customers are unable to place digital orders through any channel due to system failure. This downtime is measured from the moment the system becomes unavailable until it is fully restored and accessible to customers on all platforms.
However, not all interruptions are classified as "Downtime." The agreement specifies "Permitted Downtime," which includes scheduled maintenance and software upgrades typically conducted between 3:00 a.m. and 6:00 a.m. Eastern Time, with a minimum of 24 hours' notice provided to the franchisee. Additionally, Olo is allowed up to five minutes of downtime each day between 4:00 a.m. and 6:00 a.m. Eastern Time without prior notification.
Understanding the definition of "Downtime" is crucial for Carls Jr. franchisees because it directly impacts the Service Level Agreement (SLA) and potential service credits. If the digital ordering system's uptime falls below 99% in a calendar month due to downtime (excluding permitted downtime), the franchisee may be eligible for service credits. However, the SLA does not apply if the downtime is caused by issues within the franchisee's control, such as internet connectivity problems, POS system failures, or third-party software bugs. The maximum service credit a franchisee can receive for downtime in a month is 30% of the next month's fees.