If Acumera suspends service to a Dq Treat location, is Acumera liable?
Dq_Treat Franchise · 2025 FDDAnswer from 2025 FDD Document
- **10.4.
Suspension of Service.** If Participating Location's account is fifteen (15) days or more overdue, in addition to any of its other rights or remedies, Acumera reserves the right to suspend the Service provided to Participating Location, without liability to Acumera, until such amounts are paid in full; provided, however, that prior to any such suspension, Acumera shall provide Participating Location with at least ten (10) days' prior written notice that payment is overdue and the date upon which Services will be suspended if payment is not received.
Acumera may require an activation fee to change or resume a suspended Account.
- **10.5.
Payment of Fees**.
ACUMERA SHALL NOT BE LIABLE FOR CLAIMS BASED ON MODIFICATIONS OR ADAPTATIONS PERFORMED BY ANYONE OTHER THAN ACUMERA OR ITS REPRESENTATIVES. IN ADDITION, ACUMERA SHALL NOT BE LIABLE FOR CLAIMS BASED ON THE FAILURE TO INSTALL, PROPERLY INSTALL, OR RE‐INSTALL A SENSOR ON A CUSTOMER ENDPOINT, AS INSTALLATION OF SENSORS IS SOLELY CUSTOMER'S RESPONSIBILITY. FURTHER, ACUMERA SHALL NOT BE LIABLE FOR ANY CLAIMS INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR INFRINGEMENT FOR EQUIPMENT NOT MANUFACTURED BY AND/OR OWNED BY ACUMERA.
18.1. Limitation on Direct Damages. EACH PARTY'S TOTAL AGREEGATE LIABILITY (INCLUDING THE LIABILITY OF ANY AFFILITATE, SUPPLIER, EMPLOYEE OR AGENT), AND THE SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY THE OTHER PARTY IN AN AMOUNT NOT TO EXCEED THE FEES PAID BY PARTICIPATING LOCATION TO ACUMERA IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM HEREUNDER. UNDER NO CIRCUMSTANCES IS ACUMERA LIABLE FOR SERVICE FAILURES THAT ARE BEYOND THE REASONABLE CONTROL OF ACUMERA.
Source: Item 17 — The following paragraph is added to the end of Item 17 of the Disclosure Document: (FDD pages 70–378)
What This Means (2025 FDD)
According to the 2025 Dq Treat FDD, Acumera reserves the right to suspend service to a Participating Location without liability if the account is fifteen (15) days or more overdue. However, Acumera must provide at least ten (10) days prior written notice to the Dq Treat location that payment is overdue and specify the date upon which services will be suspended if payment is not received. Acumera may also require an activation fee to change or resume a suspended account.
Furthermore, the FDD states that Acumera is not liable for claims based on modifications or adaptations performed by anyone other than Acumera or its representatives. Acumera is also not liable for claims based on the failure to install, properly install, or re-install a sensor on a customer endpoint, as installation of sensors is solely the customer's responsibility. Additionally, Acumera is not liable for any claims, including infringement claims, for equipment not manufactured and/or owned by Acumera.
In general, Acumera's liability for any claim arising from the services provided is limited to proven direct damages caused by Acumera, up to the amount of fees paid by the Participating Location to Acumera in the twelve (12) month period immediately preceding the event giving rise to the claim. Under no circumstances is Acumera liable for service failures that are beyond its reasonable control. This limitation of liability is a common practice in franchise agreements, aiming to allocate risk between the parties involved.