Franchising in Belarus: How to Agree Online Sales Rights

Buying a franchise for a shop or café does not mean that all online sales are automatically authorised. A website, a social media page and a marketplace listing may each involve different ways of using the brand. Before paying for a franchise, it is important to understand where you will be able to accept orders, who will be the seller and which digital channels will remain under your control.

1. Separate the right to open an outlet from the right to sell online

In Belarus, franchising is specifically regulated by Chapter 53 of the Civil Code. The legal term for the arrangement is a comprehensive business licence agreement (franchising agreement). It grants a package of rights for a particular business activity, rather than unrestricted permission to use the brand in any way you choose.

You should therefore not treat wording such as ‘retail trade’ or ‘operating under the brand’ as a sufficient answer to the question of online sales. Check which rights the agreement grants and how they may be exercised. Trade mark use is also regulated by the Republic of Belarus Law on Trade Marks and Service Marks.

Before signing, draw up a list of the channels your business model needs:

• your own online shop with an ordering facility;
• a dedicated page on the network’s main website;
• social media channels through which enquiries and order requests are received;
• online marketplaces and delivery services;
• online ordering with collection from your outlet.

For each channel, ask for confirmation of whether it is permitted, whether prior approval is required and which activities are allowed. Advertising, accepting an order and entering into a contract with a customer are distinct activities. Permission to advertise a shop should not automatically be interpreted as permission to launch a separate online storefront that accepts payments.

2. Map out how the brand may be used

For each approved channel, record which brand identifiers and materials you may use. This is not just about the logo: page names, domain names, product photographs, descriptions and listing layouts also need checking.

A useful approach is to prepare a schedule to the agreement with four columns: platform, permitted materials, approval procedure and person responsible. For a marketplace, for example, specify separately the right to create listings, use photographs from the network’s catalogue and state your status as a seller. For your own website, cover whether you may include the brand name in the domain name and use approved design elements.

The right to use a trade mark does not, in itself, establish a right to copy any of the network’s photographs or text. Ask the rights holder to confirm which materials they are entitled to provide for your channels and what restrictions apply. If images are approved only for the network’s main website, posting them independently on a marketplace may fall outside the agreed scope of use.

Discuss the approval process for new materials as well. Who reviews a draft design, how quickly must they respond and how are comments communicated? Do not assume that silence means consent unless this is expressly agreed. It is more practical to obtain an approved set of launch materials in advance than to rely on urgent approvals after buying stock.

3. Establish who the seller is and who controls the accounts

On the network’s main website, customers may not notice the boundaries between independent businesses. For a franchisee, those boundaries are crucial. Before buying, ask to see the order journey, from product selection through to payment and allocation for fulfilment.

Find out who acts as the seller in each transaction, who receives the money and on what basis the order is passed to your outlet. If one organisation receives payment while another supplies the goods, have that arrangement reviewed separately by a lawyer and an accountant. A franchise agreement does not replace the documentation needed to govern payment collection and financial settlements between the parties.

Pay particular attention to ownership and control of digital channels:

• in whose name the domain is registered;
• who is named as the owner of the seller account;
• who holds primary administrator access;
• who is authorised to change bank details;
• who pays platform fees and provides supporting records for those costs.

For example, a marketplace account may belong to the rights holder even though the franchisee buys the stock being sold. In that case, agree in advance how orders will be recorded, sales proceeds transferred and reports provided. A promise that ‘you will be able to see your sales’ is not enough to verify the financial settlements.

The platform’s own rules matter too: the franchisor’s consent does not override a marketplace’s requirements concerning sellers, product documentation or account management.

4. Check the terms before including online revenue in your projections

Do not include online sales in your payback forecast until the relevant channel has been approved. Prepare two scenarios: operating solely through the physical outlet, and operating with the approved online channels. For the second, account separately for content creation, platform commissions, delivery, returns and website maintenance, using actual quotations and fee schedules rather than general assurances from the network.

Ask for the agreed terms to be included in the documents you sign. In Belarus, franchise agreements and amendments to them must be registered with the National Centre of Intellectual Property. This is required under Council of Ministers Resolution No. 346 of 21 March 2009. If authorising online sales changes the terms of the agreement, discuss with a lawyer how to document and register the amendment, rather than relying solely on correspondence with a manager.

At the same time, check the applicable requirements of Belarusian trade, consumer protection and advertising law. Permission from the rights holder to use the brand does not replace compliance with distance-selling rules.

Practical takeaway: before buying, obtain a clear outline of each online channel: the permitted uses of the brand, the seller, the recipient of payments and the account owner. Only then should you assess expected online revenue as part of the franchise’s financial model.