For Itan, does 'Force Majeure' excuse delays or failures of transportation?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
or other equity, ownership or beneficial interest in a business or Entity (including voting rights).
- "Excluded Claim" means any Claim that, according to §22, is not subject to mandatory mediation.
- "Force Majeure" means acts or circumstances that are beyond a party's control, including fire, storm, flood, earthquake, explosion or accident, acts of war or terrorism, rebellion, insurrection, sabotage, epidemic, failures or delays of transportation and strikes, provided that: (a) the non-performing party promptly notifies the other party of the Force Majeure event; (b) the non-performing party is without fault and the delay or failure could not have been prevented by reasonable precautions by the non-performing party; (c) nothing herein shall excuse or permit any delay or failure to pay fees or other amounts owed on the applicable due date; (d) insolvency, lack of required funds or financing, currency fluctuations, currency devaluations, foreign exchange controls or inflation shall never be deemed Force Majeure; and (e) an epidemic or pandemic of a contagious illness or disease, or economic or financial changes caused by an epidemic or pandemic of a contagious illness or disease, shall never be deemed Force Majeure except to the extent a Governmental Authority mandates closure (or prevents the opening) of the Salon as a result of such epidemic or pandemic.
- "Franchise Owner Agreement" means the Franchise Owner Agreement that must be signed by the Owners and their spouses pursuant to §9, the current form of which is attached as ATTACHMENT "D".
- "Franchisee Entity" means an Entity that: (a) signs this Agreement as the franchisee (if this Agreement is signed by an Entity); or (b) assumes this Agreement subsequent to its execution by the original Owners.
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, 'Force Majeure' does excuse failures or delays of transportation, as it is specifically listed as an example of events that are beyond a party's control. However, there are several stipulations. The non-performing party must promptly notify the other party of the event, be without fault in causing the event, and prove the delay or failure could not have been prevented by reasonable precautions.
Importantly, 'Force Majeure' will not excuse or permit any delay or failure to pay fees or other amounts owed to Itan on the applicable due date. Additionally, insolvency, lack of funds, currency fluctuations, or inflation are never considered 'Force Majeure' events. Epidemics or pandemics are also excluded unless a Governmental Authority mandates closure (or prevents the opening) of the Salon.
Furthermore, 'Force Majeure' will not excuse or permit any failure to perform for more than 180 days. If non-performance continues past 180 days from the notice of the event, the other party can immediately terminate the agreement by giving written notice. This clause is relevant to Itan franchisees as it defines the circumstances under which Itan or the franchisee may be excused from their contractual obligations due to unforeseen events, setting clear boundaries and responsibilities for both parties.