What document's representations are not
Flowerama Franchise · 2024 FDDAnswer from 2024 FDD Document
- e. Entire Agreement. This Addendum represents the entire understanding between the parties regarding the subject matter of this Addendum and supersedes all other negotiations, agreements, representations and covenants, oral or written; provided, however, that nothing herein shall disclaim the representations made in the Franchise Disclosure Document that was provided to Franchisee by Franchisor.
This Addendum may not be modified except by a written instrument signed by Franchisor and Franchisee.
The parties intend this Addendum to be the entire integration of all of their agreements of any nature regarding the subject matter of this Addendum.
No other agreements, representations, promises, commitments or the like, of any nature, regarding the subject matter of this Addendum exist between the parties.
- f. No Warranties.
Franchisee acknowledges and agrees that Franchisor has made no promises, representations, warranties or assurances to Franchisee which are inconsistent with the terms of this Addendum concerning the future profitability or likelihood of success of the Franchised Unit at the Franchised Location, that Franchisee has been informed by Franchisor that there can be no guaranty of success in the Franchised Unit and that Franchisee's business ability and aptitude is primary in determining Franchisee's success.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 72–77)
What This Means (2024 FDD)
According to Flowerama's 2024 Franchise Disclosure Document, an addendum to the franchise agreement specifies that it represents the entire understanding between the parties and supersedes prior negotiations, agreements, representations, and covenants. However, this does not disclaim the representations made in the Franchise Disclosure Document (FDD) itself.
This means that while the addendum aims to consolidate all agreements, the representations made within the FDD still hold legal weight. Flowerama franchisees can rely on the information provided in the FDD as part of their overall agreement with the franchisor.
Furthermore, the addendum includes a "No Warranties" clause, stating that Flowerama has not made any promises, representations, warranties, or assurances inconsistent with the addendum's terms regarding the future profitability or success of the franchise. It also acknowledges that there is no guarantee of success and that the franchisee's business ability and aptitude are primary factors in determining success. This highlights the importance of a franchisee's own capabilities and efforts in the success of their Flowerama franchise.