Does the Cicis franchise agreement disclaim representations made in the franchise disclosure document?
Cicis Franchise · 2025 FDDAnswer from 2025 FDD Document
- B. Entire Agreement. This Agreement and the attachments hereto constitute the entire, full, and complete agreement between us and you concerning the subject matter hereof and will supersede all prior related agreements between us and you; provided, however, that nothing in this or any related agreement is intended to disclaim the representations we made in the franchise disclosure document that we furnished to you. Except for those permitted to be made unilaterally by us hereunder, no amendment, change, or variance from this Agreement will be binding on either party unless mutually agreed to by the parties and executed by their authorized officers or agents in writing.
- C. No Waiver. The following provision applies if you or the franchise granted hereby are subject to the franchise registration or disclosure laws of Illinois, Indiana, Maryland or Virginia: No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor.
This provision supersedes any other term of any document executed in connection with the franchise. No delay, waiver, omission, or forbearance to exercise any right, option, duty, or power arising out of any breach or default by a party will constitute a waiver of the right to enforce any such right, option, duty, or power, or as to a subsequent breach or default. Acceptance by us of any payments after their due date will not be deemed a waiver of any preceding breach of your or your related parties' obligations however those obligations arise.
- D.
No Implied Warranties.
We make no warranties, guarantees or promises upon which you or your related parties may rely and assume no liability or obligation to you or any such related party unless they are expressly stated in writing.
You agree that no implied warranties may be used to vary the expressed terms of this or any other agreement.
Source: Item 22 — CONTRACTS (FDD pages 64–65)
What This Means (2025 FDD)
According to the 2025 Cicis Franchise Disclosure Document, the franchise agreement does not disclaim the representations made in the franchise disclosure document. The agreement specifies that it, along with its attachments, constitutes the entire agreement between Cicis and the franchisee, superseding prior agreements. However, it explicitly states that nothing within the agreement is intended to disclaim the representations made by Cicis in the franchise disclosure document provided to the franchisee. This ensures that franchisees can rely on the information presented in the FDD when making their investment decision.
However, if the franchisee is located in Illinois, Indiana, Maryland, or Virginia, the franchise agreement states that no statement, questionnaire, or acknowledgment signed by the franchisee can waive claims under applicable state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Cicis or anyone acting on their behalf. This provision reinforces the franchisee's rights and protections under state laws, preventing Cicis from using waivers to avoid liability for misrepresentations.
Furthermore, Cicis makes no implied warranties, guarantees, or promises unless expressly stated in writing, and assumes no liability unless explicitly stated in writing. Franchisees agree that implied warranties cannot be used to alter the expressed terms of the franchise agreement. This clause clarifies that only written statements from Cicis can be relied upon, setting a clear boundary for what Cicis is responsible for and what franchisees can claim as part of the agreement.