Under what circumstances can Carvel suspend a franchisee's access to the System, websites, applications, or online ordering platforms?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
Period), if we do not exercise our right to terminate the Agreement, we may, at our sole election and upon delivery of written notice to you, take any or all of the following actions:
- A. Suspend your access and use of the System or our websites (including your access or use of website pages), our applications, or our online ordering platforms;
- B. Suspend your or the Franchised Business's participation in any programs or benefits we offer, including any programs or benefits that are funded by Advertising Contributions;
- C. Suspend any other services that we or our affiliates provide to you under this Agreement or any other agreement;
- D. Suspend or terminate any temporary or permanent fee reductions to which we might have agreed (whether as a policy, in an amendment to this Agreement, or otherwise);
- E. Suspend our performance of, or compliance with, any of our obligations to you under this Agreement or other agreements; and/or
- F. Undertake or perform on your behalf any obligation or duty that you are required to, but fail to, perform under this Agreement. You will reimburse us upon demand for all costs and expenses that we or our affiliates reasonably incur in performing any such obligation or duty.
- 17.6 Exercise of Other Remedies. Our exercise of our rights under Section 17.4 (Suspension of Rights After Your Default) and 17.5 (Other Remedies After Your Default) will not (i) be a defense for you to our enforcement of any other provision of this Agreement or waive or release you from any of your other obligations under this Agreement, (ii) be a defense at law or equity based on impossibility of your performance or any claim against us or our Approved Suppliers. (iii) constitute an actual or constructive termination of this Agreement, or (iv) be our sole or exclusive remedy for your default. You must continue to pay all fees and otherwise comply with all of your obligations under this Agreement following our exercise of any of these rights. If we exercise any of our rights under Section 17.5, we may thereafter terminate this Agreement without providing you any additional corrective or cure period, unless the default giving rise to our right to terminate this Agreement has been cured to our reasonable satisfaction.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, Carvel may suspend a franchisee's access to the System, websites, applications, or online ordering platforms if the franchisee is in default of the Franchise Agreement and Carvel elects not to terminate the agreement. In this case, Carvel can provide written notice and suspend access to these resources.
In addition to suspending access to the System and online platforms, Carvel can also suspend the franchisee's participation in any programs or benefits offered, including those funded by advertising contributions. Carvel can also suspend any other services provided to the franchisee or their affiliates under the Franchise Agreement or any other agreement. Furthermore, Carvel can suspend or terminate any temporary or permanent fee reductions that might have been agreed upon.
Carvel also has the option to suspend its own performance of obligations to the franchisee or undertake obligations on behalf of the franchisee if the franchisee fails to perform them. If Carvel performs any obligations for the franchisee, the franchisee is responsible for reimbursing Carvel for all costs and expenses incurred. The FDD specifies that exercising these suspension rights does not prevent Carvel from enforcing other provisions of the agreement or serve as a defense for the franchisee. The franchisee must continue to pay all fees and comply with all obligations even if Carvel exercises its suspension rights. Carvel can also terminate the agreement later without providing an additional cure period if the initial default is not resolved to Carvel's satisfaction.