Buying a franchise in Belgium: what does the code of ethics promise?

A franchisor that refers to a code of ethics inspires confidence. But what does that reference mean if a disagreement arises later? Within the franchising community, codes of ethics can guide responsible cooperation without every provision automatically becoming an enforceable contractual right. Before buying, check which code is meant, who is bound by it and how its promises are reflected in your agreement.

1. Ask which code of ethics actually applies

A statement such as ‘we follow the European Code of Ethics’ is a starting point for questions, not a completed check. There is a European Code of Ethics for Franchising. Organisations may also have their own rules of conduct, membership requirements or complaints procedures. These documents do not necessarily have the same content or legal significance.

Ask the franchisor for the full text of the code it relies on, including its version and date. Also ask whether the reference relates to membership of an organisation, a voluntary declaration or an obligation expressly incorporated into your franchise agreement.

Then check:

• which legal entity is making the declaration;
• whether that entity will also be your contracting party;
• which franchise concept and territory the declaration covers;
• whether the commitment applies throughout your relationship;
• who, if anyone, monitors compliance.

One group company’s membership of an organisation does not automatically bind every other company in the group to the same commitments. Nor does a statement on a website, by itself, explain how a franchisee can seek compliance. Ask for written confirmation and, where possible, information that can be verified with the organisation concerned.

2. Distinguish between the law, the code and the contract

Belgium has no standalone law governing the entire franchise relationship. It does, however, have specific statutory rules on pre-contractual disclosure for commercial cooperation agreements that meet the legal definition, including franchise agreements.

These rules are set out in Book X, Title 2 of the Belgian Code of Economic Law, read together with Article I.11, 2°. Under Article X.27, the prospective franchisee must receive the draft agreement and a separate pre-contractual disclosure document, commonly known in Belgium as the PID, at least one month before entering into the agreement. The PID contains important contractual provisions and socio-economic information. General contract law and the applicable rules on unfair terms in business-to-business contracts are also relevant.

A code of ethics does not replace these statutory protections. A reference to ethical business practices does not, for example, remove the requirement to provide a PID. Conversely, proper delivery of the PID does not prove that all the broader promises in a code of ethics are being honoured.

The European code is not Belgian franchise law. Courts may refer to it in individual cases, but this does not mean that every provision is automatically enforceable in every franchise relationship. Its significance depends on factors including the wording of the contract, any other commitments and the circumstances. Ask a Belgian legal adviser to assess how these elements fit together.

3. Turn general principles into specific commitments

Codes of ethics often contain principles expressed in broader terms than a practical contractual obligation. What matters most to your purchasing decision is what the franchisor must actually do. Identify the provisions you are relying on and compare them with the draft agreement.

Create a simple three-column comparison: the promise in the code, the corresponding contractual provision and any point that still needs clarification. Pay particular attention to areas where the contract is silent or contains a restriction you would not have expected from reading the code.

For example, ask:

• Will the code form part of the agreement, or is it mentioned only as a source of guidance?
• Which version applies if the code changes later?
• What happens if the code and the contract conflict?
• What specific action can you require on the basis of a principle?

If you want to rely on a particular consultation meeting or an internal complaints process, make sure the agreement specifies who must act, within what timeframe and under which procedure. Do not incorporate the entire code without having it reviewed: some passages are recommendations or concern other parties. A specific contractual commitment may be clearer than a general reference.

4. Check what you can do if the code is not followed

Before signing, ask how complaints about compliance with the code are handled. Is there a designated contact? Can you submit a complaint yourself as a franchisee? Is the procedure available even if you are not a member of the organisation concerned?

Above all, establish what outcomes are possible. Internal advice, mediation or disciplinary action against a member is not the same as compensation or termination of your contract. Do not assume that a complaints procedure suspends statutory time limits or automatically safeguards your other rights.

Keep the code you receive and any written explanations with your purchase records. Ask your adviser to assess which assurances have legal significance before relying on them.

Practical conclusion: judge a code of ethics by how it works, not by the impression it creates. Sign only once you know which text applies, who is bound by it and what specific rights it gives you.