Buying a franchise in Belgium: protect your ability to prove your case

A franchise agreement does more than set out what you must pay and what support you will receive. It can also determine how you must later prove that commitments have not been met. An acknowledgement of receipt, a short deadline for raising objections or a clause on digital records can therefore have significant consequences. Within the franchise community, trust should go hand in hand with verifiable commitments. Before buying a franchise, check who must prove which facts and which documents will remain available for that purpose.

1. Identify clauses that affect your ability to prove your case

Evidence clauses are rarely grouped under a single clear heading. You may also find them in provisions on invoicing, reporting, training and communication, as well as in the general terms and conditions. They may determine, for example, which records are conclusive, when services are deemed to have been accepted or how you must report a failure to meet an obligation.

Pay particular attention to wording such as:

• The franchisor’s records constitute the sole admissible evidence.
• The franchisee confirms that all training has been delivered in full.
• Unless an objection is raised within a specified period, every report is accepted as accurate.
• Only notifications submitted through a designated digital channel will be considered.

Not every agreement on evidence is unreasonable. An agreed reporting channel can provide clarity. The risk arises when you no longer have a realistic opportunity to correct a record, provide counter-evidence or demonstrate that an obligation has not been fulfilled.

Ask the same question of every clause: can I also use this provision to substantiate my own position, or does it work solely in the franchisor’s favour?

2. Understand Belgium’s business-to-business protections

Belgium has no standalone law governing every aspect of the performance of franchise agreements. General contract law applies, alongside other provisions, including the rules on unfair terms between businesses in Book VI of the Belgian Code of Economic Law, known by its Dutch abbreviation, WER.

These protections matter because, as a franchisee, you will generally enter into the agreement as a business rather than as a consumer. A term that, on its own or together with other terms, creates a manifest imbalance between the parties’ rights and obligations may be unfair.

The legislation also contains lists of prohibited terms and terms presumed to be unfair. Restricting the means of evidence on which the other party may rely appears on the list of terms presumed to be unfair. That presumption can be rebutted. A restriction on evidence is therefore neither necessarily valid in every situation nor automatically void in all circumstances.

Specific rules also apply to the pre-contractual stage under Title 2 of Book X of the Code of Economic Law, Articles X.26 to X.33. In principle, a prospective franchisee must receive the draft agreement and the pre-contractual disclosure document at least one month before entering into the agreement. An acknowledgement of receipt of these documents therefore deserves as much attention as a financial clause.

Have any questionable provisions reviewed by a legal adviser before signing. The possibility of having a clause declared void later is no substitute for clear terms at the outset.

3. Sign only statements that are factually accurate

Your signature on a standard declaration may later become an important piece of evidence. Check the distinction between received, read, understood and approved. These statements do not mean the same thing.

For example, you can confirm that you have received a manual without acknowledging that all the support it describes has already been provided. Likewise, access to a training portal does not necessarily mean that you have completed the training.

Before signing, check:

• Exactly which documents are listed, including their dates and version numbers?
• Were all annexes actually available and accessible?
• Are you confirming receipt only, or also completeness and proper performance?
• Does a declaration cover obligations that will only be fulfilled after signing?

Ask for inaccurate or overly broad declarations to be amended. Arrange for future services to be acknowledged separately once they have actually been delivered. Keep the files you receive and their accompanying messages. Do not rely solely on a portal where documents may later be replaced.

4. Agree a workable procedure for handling evidence

Do not negotiate only to remove restrictive wording. Also propose a practical process that allows both parties to correct mistakes.

Ask for digital records to remain open to challenge and for the ability to download relevant data. Set out how you should report an inaccurate record, who must respond and how any correction will be recorded. Ensure there is an alternative reporting channel if the usual system fails.

Assess objection deadlines against the realities of your day-to-day business. Will you receive enough information to check a statement of account or report in time? Does the deadline start running only once the document is actually accessible? Can an employee respond on your behalf while you are away?

Then create a straightforward filing system containing contract versions, acknowledgements of receipt, training records and written confirmations of important discussions. Confirm verbal agreements in a clear, professional email and ask for corrections if your summary is inaccurate.

Practical conclusion: do not sign a blanket declaration that confirms more than you can verify. Balanced arrangements for evidence allow both parties to retain information, challenge errors and substantiate their position.