Are the headings in the Clean Your Dirty Face consent agreement considered part of the agreement?
Clean_Your_Dirty_Face Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Miscellaneous. This Consent constitutes the entire understanding between the parties with respect to the matters it contemplates. This Consent will be construed and interpreted in accordance with the laws of the State of Georgia, without regard to its conflicts of laws rules. The captions and headings are only for convenience of reference, are not a part of this Consent, and will not limit or construe the provisions to which they apply. All references in this Consent to the singular usage will be construed to include the plural and the masculine and neuter usages to include the other and the feminine. This Consent may be executed in multiple copies, each of which will be deemed an original. This Consent may be executed electronically.
Source: Item 23 — RECEIPTS (FDD pages 54–186)
What This Means (2025 FDD)
According to Clean Your Dirty Face's 2025 Franchise Disclosure Document, the headings and captions within the consent agreement are for reference convenience only and are explicitly not considered part of the agreement. Specifically, the FDD states that these headings will not be used to limit or interpret the provisions they precede. This means that if there's any ambiguity in the text of the agreement, a court or arbitrator should not use the headings to resolve the ambiguity.
For a prospective Clean Your Dirty Face franchisee, this clause ensures that the actual substance of the agreement's provisions, rather than the shorthand descriptions in the headings, will govern the parties' rights and obligations. This is a fairly standard clause in legal agreements, intended to prevent disputes over interpretation based on potentially oversimplified or misleading headings. Franchisees should therefore focus on understanding the detailed terms of each section, rather than relying on the headings as summaries.
This provision protects both Clean Your Dirty Face and the franchisee by ensuring that the agreement is interpreted based on its actual content and not on potentially ambiguous headings. Franchisees should carefully review the full text of each section of the consent agreement to fully understand their rights and obligations, consulting with legal counsel as needed.