Buying a franchise in Belgium: set limits on unilateral changes

A franchise system needs to be able to evolve. New working methods, digital systems and quality standards can strengthen the entire franchise network. But anyone buying a franchise will want to avoid signing up to unlimited future obligations. Before committing, investigate which changes the franchisor can make without your consent. The distinction between a practical adjustment and a substantial contractual change determines how much control you retain over your business.

1. Find out where the right to make changes is hidden

A unilateral right to vary the agreement will not necessarily appear under that heading in the contract. It may also feature in provisions covering the operations manual, quality standards, digital tools or the ongoing development of the franchise system.

Look out for wording such as ‘the guidelines in force from time to time’, ‘at the franchisor’s sole discretion’ or ‘all future amendments’. Such wording is not automatically unlawful, but it can grant broad powers whose implications are difficult to assess when you sign.

For each power to make changes, establish four things:

• Scope: which obligations can the franchisor change?
• Trigger: what circumstances justify a change?
• Procedure: how and when will you be informed?
• Consequences: who pays, and what happens if you object?

Also ask what changes the franchisor has recently introduced across the network. This is not about treating past practice as a guarantee, but about seeing how the power is used in practice. A concrete example will tell you more than a general reassurance about whether changes involve minor working instructions or substantial new obligations.

2. Distinguish management of the franchise system from new contract terms

Consistency matters within a franchise network. However, a revised presentation standard or safety procedure is a different matter from a mandatory new software system with monthly charges.

Work with the franchisor to distinguish routine operational adjustments from changes that materially affect your costs, organisation or freedom to run your business. A clause allowing updates to the manual should not become an ill-defined back door for rewriting essential terms.

Use a mandatory new digital system as a test case. Ask not only about the licence fee, but also about installation, training, data migration and temporary disruption to operations. Then check whether the contract specifies who bears these costs and consequences.

Also make sure the contract states which document takes precedence if a new instruction conflicts with the signed agreement. You could negotiate, for example, a requirement for separate written agreement to changes to essential financial obligations. This is a possible contractual safeguard, not a general, automatic right of veto for every franchisee.

3. Understand the limits under Belgian law

Belgium has no standalone law governing franchise agreements in their entirety. It does, however, have specific rules on pre-contractual disclosure for commercial cooperation agreements, including franchising. These are set out in Title 2 of Book X of the Belgian Code of Economic Law (WER). General contract law and the rules on unfair terms between businesses are also relevant.

Under Article X.27 WER, you must, in principle, receive the draft contract and a separate pre-contractual disclosure document at least one month before entering into the agreement. Article X.28 specifies what information must be included. Use these documents to assess how broadly the powers to make future changes are defined. A significant contractual change during negotiations may trigger fresh disclosure obligations and a new waiting period.

The B2B rules on unfair terms in Book VI WER are relevant to the substance of variation clauses. A term that creates a manifest imbalance between businesses’ rights and obligations may be unfair. Terms allowing a business to change the price, characteristics or terms of the agreement unilaterally without a valid reason are presumed unfair unless that presumption is rebutted.

This does not mean that every unilateral adjustment is prohibited. The precise wording, justification and relationship with other provisions all matter. Have a specialist lawyer assess the mechanism as a whole. A potentially unfair term is not a safe basis for deciding on your own to ignore all new instructions later.

4. Negotiate a workable procedure for changes

A workable arrangement protects your business without preventing necessary innovation. Ask for a procedure that includes at least the following:

• A defined reason: for example, compliance with new legal requirements or a demonstrable technical need, rather than simply ‘at the franchisor’s sole discretion’.
• An explanation in advance: what is changing, why, and what are the expected implications for your outlet?
• A reasonable implementation period: allowing time for ordering, training and implementation, with separate provisions for genuine emergencies.
• Cost arrangements: who bears which costs, and when is separate consultation or consent required?
• An objection procedure: whom can you contact, and what solution is available if implementation presents objective difficulties?

Ask your accountant to calculate the financial impact of an example change, and discuss with your lawyer whether the agreed safeguards are actually reflected in the contract wording. Verbal promises to ‘always consult first’ are no substitute for a clear procedure.

Practical conclusion: do not buy a franchise based solely on how it operates today. Sign only once it is also clear who can change those working arrangements in future, within what limits and at whose expense.