Franchising in Belgium: proving delivery of digital information

If you are developing an existing Belgian business into a franchise network, you will soon find yourself sharing documents by email or through a prospective franchisee portal. But sending an invitation does not, in itself, prove which information the recipient could access. A carefully maintained delivery record shows what you provided, to whom and in which version. This helps prevent sound preparation from being undermined by unclear digital record-keeping.

1. Make accessibility a routine check

In Belgium, franchise agreements that fall within the statutory definition are subject to the rules on pre-contractual information for commercial cooperation agreements. These are set out in Book X, Title 2 of the Belgian Code of Economic Law (WER), Articles X.26 to X.33. The definition appears in Article I.11, 2° WER.

Under Article X.27, the prospective franchisee must receive the draft agreement and the separate pre-contractual information document, generally known in Belgium as the PID, at least one month before entering into the agreement. These must be provided in writing or on a durable and accessible medium. When providing them electronically, the franchisor must ensure that the prospective franchisee can access the information.

A digital portal is therefore not automatically sufficient simply because it looks professional. Check that the prospective franchisee can actually open the documents and retain them for future reference. A temporary link, or a page whose contents change without notice, may raise questions about exactly what was available.

Use a simple access checklist:

• Confirm the prospective franchisee’s correct email address in advance.
• Use files that can be read without specialist software.
• Allow files to be downloaded and saved locally.
• Test access using an account without administrator rights.
• Provide an alternative if the portal does not work.

This approach is a practical management measure, not a technical system prescribed by law.

2. Put together one clearly identifiable document pack

Do not leave your prospective franchisee to search through sales material, earlier drafts and separate attachments. Prepare a clearly defined pack with a contents list for each delivery. Identify the PID, the draft franchise agreement and the accompanying annexes.

Give each file a recognisable name, a version number and a date. For example: ‘Draft-franchise-agreement-version-01’ and ‘PID-version-01’. Use the same references in your covering message and internal records. This will allow you to establish later whether both parties are referring to the same document.

Keep copies of the files you sent unchanged. Replacing a document behind the same download button may be administratively convenient, but it obscures the history. Publish an amended version as a new file and archive the previous version separately.

A practical internal record of the pack should include:

• the name of the intended contracting party and the recipient;
• the file names and version numbers;
• the date of sending and the channel used;
• the staff member responsible;
• any reports of missing or unreadable files.

If you use a platform that automatically logs activity, retain that log as well. Treat it as supporting evidence, not as a substitute for a complete and accessible document pack.

3. Ask for acknowledgement of receipt, not agreement

Draw a clear distinction between receipt of information and acceptance of the franchise agreement. Your aim is to demonstrate that the documents have arrived, not to create a commercial commitment through an administrative process.

A neutral request might read: ‘Please confirm that you have received the files listed below and can open and save them.’ Then list the exact files and versions. Do not simultaneously ask the recipient to accept the franchise concept, fees or a reserved territory.

This distinction matters because, during the statutory waiting period, Article X.27 WER generally prohibits commitments and the requesting or payment of fees, sums or guarantees. There are exceptions, including for confidentiality arrangements and certain obligations under existing agreements. Have any combined receipt and signing process legally reviewed.

An acknowledgement of receipt does not remedy an incomplete PID, nor does it automatically prove that all legal requirements have been met. It only helps document the actual delivery.

If the prospective franchisee reports an access problem, record it and provide the documents again through a working channel. Seek advice on the implications for the subsequent signing process. Do not simply assume that the original sending date applies.

4. Keep the records auditable through to signing

Assign one staff member responsibility for the delivery records, even if you conduct the initial franchise discussions yourself. That person should ensure that sales staff, administrators and the legal adviser all use the same versions.

Before signing, check that the final agreement is consistent with the documents provided. Changes may trigger fresh information requirements and a new waiting period. Have this assessed before anyone sends an invitation to sign electronically.

Keep the document pack provided, covering messages, acknowledgements of receipt, reports of access problems and relevant version history together. Restrict access to staff who need the records and agree the retention period with your legal adviser.

Practical takeaway: test your digital delivery process with a colleague first. Can they find, open and save exactly what a prospective franchisee receives, without help? Then document the same check for every new partnership within your franchise network.