Buying a franchise in Belgium: limit unilateral changes

A franchise concept needs room to evolve. But what happens if, after you open, the franchisor requires different software, a new fit-out or higher contributions? When joining a franchise network, you need to assess not only the current terms but also the scope for changing them later. A focused review of variation clauses can help prevent an affordable proposition from quietly becoming a much heavier commitment.

1. Look for powers to make changes beyond the price list

A variation clause gives a party the right to amend certain terms later. This can be useful for maintaining quality and introducing improvements across the network. The risk arises when it is unclear what can change, why, and with what financial consequences.

Do not limit your review to the royalty provisions. Search the entire contract and its schedules for wording such as ‘unilaterally’, ‘adjust periodically’, ‘prevailing rates’ and ‘at its sole discretion’. Pay particular attention to:

• The operations manual: could a new version require extra staff, longer opening hours or different equipment?
• Software and systems: who chooses the applications, and who pays for migration, subscriptions and training?
• Fit-out and branding: can the franchisor require a refurbishment during the contract term?
• Purchasing terms: can mandatory suppliers, product ranges or logistics costs change?
• Shared contributions: are their purpose, calculation method and amendment procedure clearly defined?

Request every document referred to in the contract. Record each document’s version date and check which takes precedence if there is a conflict. A fixed fee in the contract offers little certainty if a schedule also allows unlimited new charges.

2. Understand Belgium’s protection against unfair terms

Belgium has no single, comprehensive franchise law governing the entire relationship. It does, however, have specific rules on pre-contractual information for commercial cooperation agreements, alongside general contract law, competition law and rules on unfair terms between businesses.

Title 2 of Book X of the Belgian Code of Economic Law (CEL) governs pre-contractual information. For an agreement falling within its scope, the prospective franchisee must, in principle, receive the draft contract and a pre-contractual information document at least one month before entering into the agreement. Use this period to have a lawyer examine the scope for future changes too: receiving information does not mean that every disclosed clause is legally valid.

For variation clauses, Book VI of the CEL, which contains the rules on unfair terms between businesses, is particularly relevant. These rules have applied since 1 December 2020 to agreements within their scope that are entered into, renewed or amended on or after that date.

The general test is whether a clause, on its own or together with other provisions, creates a manifest imbalance between the parties’ rights and obligations. There is also a blacklist of prohibited clauses and a grey list of clauses presumed to be unfair unless proven otherwise.

A clause allowing a business to change the price, characteristics or terms of the agreement unilaterally without a valid reason is on that grey list. Not every unilateral change is therefore automatically prohibited. The wording, justification and contractual context all matter. An unfair clause is void; the rest of the contract can remain in force if it can stand without that clause. Leave this assessment to a specialist lawyer rather than pre-emptively stopping payments or refusing to fulfil your obligations.

3. Negotiate a clear, verifiable change procedure

Do not settle for a promise that changes will remain ‘reasonable’. Set out how changes will be introduced and who will bear their consequences. Distinguish between day-to-day operational instructions and changes that significantly increase your costs or investment requirements.

For significant changes, discuss at least the following points:

1. Grounds: what objective reasons justify the change, such as new legal requirements or a demonstrable technical need?
2. Scope: which obligations can be amended, and which require mutual agreement?
3. Notice: how will you receive the reasons for the change, its effective date and its estimated financial impact?
4. Implementation period: will you have enough time to obtain quotes, arrange finance and organise the work?
5. Allocation of costs: who pays for equipment, installation, training and any business interruption?

Index-linked adjustments should have a clear reference index, calculation method and adjustment date. For mandatory investments, you could propose provisions covering frequency, financial limits or prior consultation. These are negotiating points, not rights that every franchisee automatically has.

Consultation within the franchise network can make innovation workable. However, ask whether a franchisee council merely gives advice or must actually approve changes. That distinction should be recorded in writing.

4. Test the clause against a specific change

Ask the franchisor to explain a recent mandatory change: what changed, how much preparation time franchisees were given, and what costs they bore. Discuss the same event with several existing franchisees. Practical experience does not replace the contract, but it shows how the change procedure works in practice.

Then ask your accountant to model one realistic scenario, such as a mandatory replacement of the point-of-sale system. Alongside the purchase price, include installation, training, overlapping subscriptions and temporary disruption to sales. Next, ask your lawyer whether the proposed contract actually permits such a requirement and what limits are missing.

Practical conclusion: sign only when you know what can change later, under what procedure and at whose expense. A healthy franchise network combines room for innovation with predictable obligations.