Franchising in Belgium: put individual commitments in writing

If you want to expand an existing Belgian business into a franchise network, you will often handle the first discussions with prospective franchisees yourself. These conversations can easily lead to individual commitments: extra support, a temporary discount or help with fitting out the premises. Such arrangements deserve the same care as your standard agreement. A consistent process helps prevent a prospect from relying on something your organisation cannot deliver.

1. Distinguish between explanations, expectations and promises

In your own business, you can make quick decisions to accommodate a customer or employee. In franchising, a casual remark can affect a long-term relationship between independent business owners, especially if a prospect bases their investment decision on it.

After every substantive discussion, review what you have said. Divide your statements into three categories:

• An explanation of the franchise model: what every franchisee receives under the standard terms.
• An option still being explored: for example, Saturday support, subject to an adviser being available.
• A firm commitment: an agreed service or exception for this particular prospect.

For any potential option, state explicitly what decision is still needed. Avoid phrases such as ‘we’ll sort that out’ when you actually mean that you will look into it.

A written record of a discussion can reveal misunderstandings, but do not automatically treat it as non-binding. Its legal significance depends on its content and the circumstances. Have your process for confirming discussions reviewed in advance, particularly for use during the statutory pre-contractual period.

2. Check every exception against your capacity to deliver

An individual arrangement is only sound if you know who will deliver it and what resources are available. This applies even if you offer the service free of charge. Extra support takes up time that will no longer be available for your own outlet or other members of the franchise network.

For each proposed exception, prepare a short arrangement record covering:

• the prospect’s specific request;
• the service you are considering providing;
• the person responsible within your organisation;
• the timeframe, scope and any conditions;
• the costs and internal approval;
• the documents in which the arrangement needs to appear.

Suppose you want to offer a prospect extra support when opening. ‘We’ll stay until everything is running smoothly’ is difficult to plan around and unclear for both parties. Instead, describe which tasks the adviser will help with, when they will be present and how additional support can be requested. This makes the arrangement deliverable without promising a business outcome.

Also ask whether you could explain the same exception to the next prospect. Not everyone needs identical terms, but arbitrary decisions undermine trust. Keep a record of objective reasons, such as unusual circumstances surrounding an opening or a clearly defined additional assignment.

3. Include commitments in Belgium’s pre-contractual disclosure process

Belgium has specific pre-contractual disclosure rules for commercial cooperation agreements, including franchise agreements. These are set out in Book X, Title 2 of the Belgian Code of Economic Law (known by its Dutch abbreviation, WER).

Article X.27 of the Code requires the prospect to receive the draft agreement and a separate pre-contractual disclosure document, known in Dutch as the PID, at least one month before the agreement is concluded. Article X.28 specifies what information the PID must contain. The documents must be clear and understandable, and supplied in writing or on a durable, accessible medium.

An individual commitment must therefore not be left out if it materially shapes the proposed relationship. Seek advice on where it belongs: in the agreement, an annex and, where required, the PID. A fee discount, for example, requires consistency between the financial terms and the pre-contractual disclosures.

If you change an important contractual provision after providing the disclosures, a fresh period of at least one month may be required, together with the revised draft and a simplified separate disclosure document. Have the applicable rules and any exceptions checked by a legal adviser before confirming a signing date.

Do not use an arrangement record as a back door to bind the prospect or request payment during the protected period. The statutory rules are more than an administrative formality: certain failures to comply can provide grounds for nullity.

4. Hand approved arrangements over to those responsible for delivery

A properly documented promise is of little use if only the founder knows about it. Before implementation, arrange a focused handover to the staff who will fulfil the commitment.

Give them the final arrangement, not the entire negotiating history. Ask them to confirm that the scheduling, capacity and responsibilities are clear. Keep proposals separate from approved arrangements so that a rejected request is not inadvertently carried out or invoiced.

Retain the final version of the relevant documents for each arrangement and record how delivery will be monitored. Review recurring exceptions periodically: they may reveal a gap in your standard offering. Do not quietly change that offering; handle any permanent change as a separate matter.

Practical takeaway: do not let an individual commitment get lost between the discussion and delivery. Put it in writing, check its feasibility, incorporate it correctly into the legal documentation and appoint one person to oversee delivery.