Does Del Taco have an obligation to collect fees owed by the franchisee to Ceridian?
Del_Taco Franchise · 2025 FDDAnswer from 2025 FDD Document
NLY THROUGH AND FOR THE OPERATION OF THE RESTAURANT.
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- COMPLIANCE WITH THIS AGREEMENT, FRANCHISE AGREEMENT AND PLATFORM USAGE AGREEMENT. FRANCHISEE SHALL AT ALL TIMES COMPLY WITH THIS AGREEMENT, THE FRANCHISE AGREEMENT, THE PLATFORM USAGE AGREEMENT AND ALL RULES, REGULATIONS, STANDARDS, SPECIFICATIONS AND PROCEDURES DESIGNATED FROM TIME TO TIME BY CERIDIAN IN CONNECTION WITH FRANCHISEE'S USE OF THE PLATFORM, INCLUDING WITHOUT LIMITATION THE CERIDIAN TIME CLOCK AND ALL APPLICATIONS. IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT OR THE FRANCHISE AGREEMENT AND THE PLATFORM USAGE AGREEMENT OR CERIDIAN'S RULES, REGULATIONS, STANDARDS, SPECIFICATIONS OR PROCEDURES WITH RESPECT TO THE PLATFORM, THIS AGREEMENT AND THE FRANCHISE AGREEMENT SHALL CONTROL.
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- DEL TACO PERFORMANCE. Del Taco shall have the right, but not the obligation, to (1) collect any and all fees owing from Franchisee to Ceridian, for transmittal to Ceridian or its designees on behalf of Franchisee, and (2) communicate with Ceridian on behalf of Franchisee regarding the Platform and the Program Usage Agreement. With respect to Section 3.(2) above, Del Taco shall have the right to designate an individual or entity, which may be an employee of Del Taco, to serve as an administrator of the Platform on behalf of Franchisee and/or other franchisees of Del Taco. The administrator shall have such access to Franchisee's computer system, including without limitation all files and data regarding Franchisee's use of the Platform as the administrator deems necessary to perform the functions thereof. Del Taco shall have no fiduciary obligation to Franchisee and shall have the right to exercise its business judgement, as further described in Section 13 below, regarding the exercise of its rights described in this Section.
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- FRANCHISEE PERFORMANCE.
Source: Item 23 — RECEIPTS (FDD pages 59–325)
What This Means (2025 FDD)
According to Del Taco's 2025 Franchise Disclosure Document, Del Taco does not have an obligation to collect fees owed by the franchisee to Ceridian. However, Del Taco has the right, but not the obligation, to collect any and all fees owing from the franchisee to Ceridian for transmittal to Ceridian or its designees on behalf of the franchisee. Del Taco also has the right, but not the obligation, to communicate with Ceridian on behalf of the franchisee regarding the Platform and the Program Usage Agreement.
This means that while Del Taco may choose to assist a franchisee by collecting and transmitting payments to Ceridian, they are not legally bound to do so. The franchisee is ultimately responsible for ensuring that all fees owed to Ceridian are paid. This arrangement provides Del Taco with flexibility while placing the onus of payment on the franchisee.
Furthermore, Del Taco has the right, but not the obligation, to bring, initiate, and resolve any claim, action, or dispute between the franchisee and Ceridian or Ceridian's affiliates and their respective officers, directors, shareholders, employees, and agents on behalf of the franchisee arising from or relating to the Platform and the Program Usage Agreement. Del Taco also has the right to settle any such dispute requiring payment by franchisee of consideration valued at up to $10,000.00 without franchisee's prior written consent. After undertaking to bring, defend or resolve any claim, action or dispute described above, Del Taco shall have the right to withdraw therefrom immediately upon notice to franchisee and without liability to franchisee. Franchisee shall indemnify and reimburse Del Taco for all costs and expenses incurred in connection with this section 6, including without limitation, legal fees and court costs. In any claim, action, or dispute described above, Del Taco shall have the right to select counsel of its choosing and to direct counsel and to make all other decisions relating thereto as Del Taco deems appropriate. Franchisee shall cooperate with Del Taco in connection therewith, including without limitation, delivery of all documents, information and materials reasonably requested by Del Taco and permitting Del Taco to interview Franchisee's officers, directors, shareholders, employees and agents. Del Taco shall have no fiduciary obligation to Franchisee and shall have the right to exercise its business judgement, as further described in Section 13 below, regarding the exercise of its rights described in this Section 6.