Can Casiola modify the list of approved suppliers for system supplies?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
meaning defined in the "Recitals" section of this Agreement and is further supplemented, as follows: (a) the Approved Services and Products, System Supplies and the services, procedures and systems that are designated by Franchisor, whether presently or in the future, for use in
connection with the development, establishment, marketing, promotion and operation of a Casiola Business; (b) the Licensed Marks; (c) the Trade Dress; (d) Copyrights, (e) other trade names, service marks, signs, and logos, copyrights and trade dress that is designated by Franchisor, whether presently or in the future, for use in connection with the development, establishment, marketing, promotion and operation of a Casiola Business; (f) Operations Manual; (g) Bookings and Management System Data; (h) Know-How; (i) Confidential Information; and (j) Digital Media. All determinations as to the system including components to the system and modifications and replacements thereto shall be determined by Franchisor in Franchisor's Reasonable Business Judgment.
"System Supplies" means the products, equipment and supplies designated by Franchisor as required for use in connection with Franchisee's Casiola Business and the Approved Services and Products. Without limitation to the foregoing, the System Supplies shall include System branded, non-branded and third party branded equipment and supplies designated by Franchisor for use in the day-to-day operations of Franchisee's Casiola Business including, among other things: Franchisor designated rental property booking platforms, online travel agencies, damage waiver fee agreements and terms, rental and travel insurance products, customer support, invoicing, and management systems, and materials, and other products designated by Franchisor in the Operations Manual and/or otherwise in writing and, as may be modified and supplemented by Franchisor from time to time in Franchisor's Reasonable Business Judgment. System Supplies shall further include those products that Franchisor authorizes for sale to customers of Franchisee's Casiola Business.
"System Website" means the web page and pages located on the world wide web at casiola.com domain and shall further include all webpages and subdomains including, those that are franchisee and/or geography specific, that are a part of casiola.com, or as designated by Franchisor being associated with the URL casiola.com and/or Casiola Businesses.
"Technology Fee" shall have the meaning defined and set forth in Article 5.C. of this Agreement.
"Term" means the period of time set forth and defined in Article 2.B. of this Agreement and the applicable Renewal Term, if any, if Franchisee invokes Franchisee's renewal rights in accordance with the terms of this Agreement.
"Territory" refers to a resort, vacation area, market, and/or geographic area, as determined and designated by Franchisor in Franchisor's Reasonable Business Judgment.
"Trade Dress" means the Casiola Business designs, images, marketing materials, packaging, branding and/or branding images which Franchisor authorizes and requires Franchisee to use in connection with the operation of the Franchised Business and as may be revised and further developed by Franchisor from time to time.
"Training Program" shall have the meaning defined and set forth in Article 4.A. of this Agreement.
"Transfer" means and shall include, without limitation, the following, whether voluntary or involuntary, conditional or unconditional, and/or direct or indirect: (a) an assignment, sale, gift, transfer, pledge or subfranchise; (b) the grant of a mortgage, charge, lien or security interest, including, without limitation, the grant of a collateral assignment; (c) a merger, consolidation, exchange of shares or other ownership interests, issuance of additional ownership interests or securities representing or potentially representing ownership interests, or redemption of ownership interests; (d) a sale or exchange of voting interests or securities convertible to voting interests, or an agreement granting the right to exercise or control the exercise of the voting rights of any holder of ownership interests or to control the operations or affairs of
Franchisee; and/or (e) the legal and/or equitable transfer and/or sale of an Owner's interests and/or voting rights in Franchisee.
"Transfer Fee" shall have the meaning defined in Article 14.C.(11) of this Agreement. The Transfer Fee is a fixed sum of $10,000.
"User Networks and Processing Systems" booking platforms, online travel agencies, payment processing systems, third party owned technology platforms, and Franchisor and/or Franchisor affiliate owned technology platforms that facilitate the bookings, payment processing, automation, and other processes and service systems associated with offering and/or providing the Approved Services and Products.
"User Network and Processing System Fees" means fees and expenses, as designated and determined by Franchisor in Franchisor's Reasonable Business Judgment, charged to end-user guests and property owners in connection with the accessing and/or utilizing the Approved Services and Products including, but not limited to booking fees charged to end-user customers for accessing and/or utilizing the System booking system, and payment processing fees.
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to Casiola's 2024 Franchise Disclosure Document, Casiola has the right to modify the list of approved suppliers for system supplies. Casiola determines the components of the system, including modifications and replacements, using its reasonable business judgment. System Supplies are defined as the products, equipment, and supplies designated by Casiola as required for use in connection with the Franchisee's Casiola Business and the Approved Services and Products.
Casiola can designate a single supplier or distributor for any services, products, equipment, supplies, or materials, including System Supplies, and require the franchisee to exclusively use that designated supplier. This designated supplier may be Casiola itself or its affiliates. Casiola and its affiliates may also receive payments from suppliers or distributors based on their dealings with franchisees, and Casiola can use these amounts without restriction, including for profit.
If a franchisee wants Casiola to consider approving a new product, service, equipment, supply, supplier, or distributor not currently approved, the franchisee must submit a written request with the reasons for the request and provide any information, reports, specifications, and samples that Casiola requests. The franchisee must also pay a supplier evaluation fee to Casiola to cover the costs of evaluating and testing the proposed product, service, equipment, supply, supplier, or distributor. These fees are due within 14 days of Casiola's invoice.
The Operations Manual contains mandatory and suggested specifications, standards, and operating procedures that Casiola prescribes for its businesses. Franchisees must operate their businesses in strict accordance with the standards, specifications, and requirements in the Operations Manual, including those related to Approved Services and Products, System Supplies, and authorized and designated suppliers, as modified by Casiola from time to time.