Does the Dermani Medspa agreement allow for unilateral waivers of obligations?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
12.2. Waiver of Obligations.
- 12.2.1. We and you may by written instrument unilaterally waive or reduce any obligation of or restriction upon the other under this Agreement, effective upon delivery of written notice to the other or another effective date stated in the notice of waiver. Any waiver granted will be without prejudice to any other rights we or you have, will be subject to continuing review, and may be revoked at any time and for any reason effective upon delivery of ten (10) days' prior written notice.
- 12.2.2. We and you will not waive or impair any right, power, or option this Agreement reserves (including, without limitation, our right to demand exact compliance with every term, condition, and covenant or to declare any breach to be a default and to terminate this Agreement before its term expires) because of any custom or practice at variance with this Agreement's terms; our or your failure, refusal, or neglect to exercise any right under this Agreement or to insist upon the other's compliance with this Agreement, including any System Standard; our waiver of or failure to exercise any right, power, or option, whether of the same, similar, or different nature, with other Franchised Businesses and Medspas; the existence of franchise agreements for other Franchised Businesses which contain provisions different from those contained in this Agreement; or our acceptance of any payments due from you after any breach of this Agreement. No special or restrictive legend or endorsement on any check or similar item given to us will be a waiver, compromise, settlement, or accord and satisfaction. We are authorized to remove any legend or endorsement, which then will have no effect.
Source: Item 23 — RECEIPTS (FDD pages 66–311)
What This Means (2025 FDD)
According to the 2025 Dermani Medspa Franchise Disclosure Document, both Dermani Medspa and the franchisee have the ability to unilaterally waive or reduce obligations under the franchise agreement. This waiver must be documented in writing and delivered to the other party, specifying the effective date of the waiver.
However, any waiver granted is not permanent. Dermani Medspa retains the right to review the waiver and revoke it at any time, for any reason. To revoke a waiver, Dermani Medspa must provide ten days' prior written notice to the franchisee. This ensures that the franchisee is informed of the revocation and has time to adjust accordingly.
The franchise agreement also clarifies that certain actions do not constitute a waiver of rights. For instance, if Dermani Medspa fails to enforce strict compliance with the agreement's terms or System Standards, or if they accept payments after a breach, this does not prevent them from later demanding full compliance or declaring a default. Similarly, special endorsements on checks will not act as a waiver, and Dermani Medspa is authorized to remove such endorsements.