What agreement does the Fitstop Franchise Agreement supersede?
Fitstop Franchise · 2024 FDDAnswer from 2024 FDD Document
[Item 23: RECEIPTS]
Section 20: Construction of Franchise Agreement
- 20.1 The submission of this Agreement does not constitute an offer to license. This Agreement shall not be binding on us unless and until it has been fully executed by all of your principals and it has been counter-executed by an officer of us.
- 20.2 This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous, oral or written, agreements or understandings of the parties. Nothing in this Agreement or in any related agreement, however, is intended to disclaim the representations made in the Franchise Disclosure Document furnished to Franchisee. Only the terms of this Agreement (including the Manual(s)) are binding (subject to state law). Any other promises may not be enforceable.
- 20.3 No interpretation, change, termination, or waiver of any of the provisions hereof shall be binding upon us unless in writing signed by an officer or franchising director of us, and which is specifically identified as an amendment hereto.
- 20.4 No modification, waiver, termination, rescission, discharge, or cancellation of this Agreement shall affect the right of any party hereto to enforce any claim or right hereunder, whether or not liquidated, which occurred prior to the date of such modification, waiver, termination, rescission, discharge, or cancellation.
- 20.5 All references in this Agreement to the singular shall include the plural where applicable.
- 20.6 The numbers and headings of all Sections and Paragraphs used herein are for convenience and do not affect the substance of the Sections and Paragraphs themselves.
- ©2024 Fitstop USA, Inc. 20.7 If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, unconstitutional, or unenforceable, such portion shall be deemed severed from this
Source: Item 23 — RECEIPTS (FDD pages 50–135)
What This Means (2024 FDD)
According to Fitstop's 2024 Franchise Disclosure Document, the Franchise Agreement represents the complete understanding between Fitstop and the franchisee. Specifically, the agreement takes precedence over any previous agreements, whether those agreements were communicated verbally or in writing. This means that any discussions, promises, or documents exchanged before the final Franchise Agreement are not legally binding unless they are explicitly incorporated into the final, signed agreement.
This clause is intended to provide clarity and prevent disputes based on misunderstandings or prior informal agreements. It ensures that the written Franchise Agreement is the definitive source of the terms and conditions governing the relationship between Fitstop and the franchisee. However, the FDD clarifies that this does not disclaim any representations made in the Franchise Disclosure Document itself.
For a prospective Fitstop franchisee, this underscores the importance of carefully reviewing the entire Franchise Agreement and ensuring that all essential terms and conditions are included. Any verbal promises or understandings should be documented and included in the final agreement to be enforceable. This clause protects both the franchisee and Fitstop by establishing a clear, comprehensive record of the agreement.