Franchising in Belarus: how to agree on contract changes

Prospective franchisees usually study the terms that apply on the day they sign. Yet it is just as important to understand who can change those terms after the business opens, and how. Common rules help maintain consistency across a franchise network, but they should not turn an agreed contract into an ever-changing set of obligations. Before buying a franchise, examine the amendment process separately: which decisions the franchisor can make, which require agreement, and when new terms take effect.

1. Identify every document that defines your obligations

Start not with the clause headed ‘Amendments’, but with a full list of the documents referred to in the agreement. Alongside appendices, these may include manuals, standards, fee schedules, instructions and rules published in an online account. These documents sometimes contain terms that materially affect how a franchisee operates.

Ask the franchisor to provide the current versions before you sign. For each document, record its title, date or version number, how it is supplied and where it is stored. If an appendix exists only as a web page that is updated periodically, suggest retaining an agreed copy so that its original contents can be established later.

Pay particular attention to wording such as:

• ‘The franchisee must comply with all current and future network rules’;
• ‘The franchisor may amend the terms by publishing changes on its website’;
• ‘Fees are set in accordance with the current price list’;
• ‘Continued operation constitutes acceptance of the changes’.

Such provisions should not automatically be labelled unlawful. However, each should be assessed with a lawyer: what powers does it actually confer, and how clearly does it define the scope of future obligations? The key question for a prospective franchisee is whether the wording allows the financial basis of the arrangement or the scope of the rights acquired to be changed without separate agreement.

2. Distinguish operating instructions from contractual amendments

Not every new message from the franchisor amounts to an amendment to the agreement. Clarifying the sequence of steps in an already agreed procedure may remain an operating instruction. Changing the territory in which the licensed package of rights can be used, the rights granted or the payment arrangements affects the terms of the deal itself.

In Belarus, franchising is specifically governed by Chapter 53 of the Civil Code, entitled ‘Comprehensive Business Licence (Franchising)’. Article 910 describes the provision of a package of licensed rights in return for payment, while Article 910-1 requires the agreement to be in writing and registered with the patent authority. Registration is handled by the National Centre of Intellectual Property (NCIP).

Amendments and additions to franchise agreements must also be registered. A chat message or an updated file should therefore not be treated as a universal substitute for properly documenting contractual changes. For each proposed change, you need to establish whether it affects the agreement, which documents are required and how to comply with the registration procedure.

Suggest dividing decisions into two categories:

• Operational clarifications: permitted within predefined limits, without changing agreed payments, the scope of rights or other contractual obligations.
• Contractual amendments: documented in a written agreement between the parties, with the registration requirements observed.

The document’s title does not settle the matter. An ‘instruction update’ that effectively introduces a new obligation needs to be assessed on its substance. Ask a lawyer to check both the limits of the franchisor’s unilateral powers and whether the proposed mechanism complies with Belarusian law.

3. Agree on a clear procedure for reviewing amendments

Before buying a franchise, it is useful to agree not only on the form of an amendment agreement, but also on how it will be prepared. This is particularly important if the franchisor manages a large network and routinely sends identical notices to all its partners.

A practical procedure includes several elements:

1. A designated sender and communication channel. Specify who is authorised to submit proposed contractual amendments and the address to which they must be sent.
2. A complete set of documents. The revised version should be accompanied by a list of changes, an explanation of their purpose and the proposed implementation date.
3. Time for assessment. The franchisee should have an agreed period for legal review and assessment of the implications, rather than being required to sign immediately.
4. A response procedure. Define how comments should be submitted and who approves the final version.
5. Documentation and registration. Allocate responsibility for preparing documents, submitting them to the NCIP, paying the necessary costs and providing the other party with confirmation.

Separately agree how signing, registration and implementation of the amendments relate to one another. Do not leave two competing dates in place: for example, one in a notice and another in the amendment agreement. Whether each change can be implemented must be assessed against mandatory legal requirements, not merely the parties’ preferences.

4. Check what happens if you disagree

A workable procedure must account for situations in which the franchisee is unwilling to accept a proposal. Ask whether the existing terms remain in place, whether negotiations continue and what consequences the agreement provides for. Do not assume that refusal automatically ends the relationship or, conversely, that it always allows you to continue operating without changes.

It is useful to work through a hypothetical example: the franchisor sends a revised appendix and asks you to apply it from the following month. As a prospective franchisee, you should understand where to find the differences, whom to contact with questions, whether an amendment agreement is needed and which terms apply until the formalities are complete. If the answers depend entirely on a manager’s verbal explanations, the procedure is not sufficiently clear.

After entering into the agreement, keep a central archive containing the original contract, appendices, signed amendments, registration confirmations and notices. Keep working drafts separate from agreed versions. This helps your accountant, manager and lawyer work from the same set of terms.

Practical takeaway: before buying a franchise, agree on a specific amendment procedure rather than a right to change ‘anything necessary’. You should have the original versions of the documents, clear limits on the franchisor’s powers and a procedure for documenting contractual amendments in writing and registering them.