Buying a franchise: securing opening support and start-up services

There is a long list of tasks between signing a franchise agreement and making the first sale. Both parties in a franchise network should know who is responsible for each preparation and when the business can actually open. Before buying, therefore, review not just the business concept but also the contractual opening plan: what must the franchisor deliver, what preliminary work must you complete, and what happens if there are delays?

1. Turn promises of opening support into specific services

“We will support you through to opening” sounds helpful, but leaves the actual scope of that support unclear. It could mean an occasional phone call or a firm commitment to project coordination with on-site assistance. What matters is what the agreement and its schedules clearly set out.

Ask for a complete list of start-up services. Depending on the business model, these might include planning operating procedures, coordinating the initial fit-out and equipment, setting up the point-of-sale system, organising the first delivery of stock or supporting a trial run. For each task, distinguish between providing advice, arranging a third-party service and carrying out the work directly.

A practical service schedule should specify the following for each task:

• the precise deliverable, such as a fully operational point-of-sale system;
• the contracting party responsible;
• any prerequisite work and documents;
• a date or clearly defined deadline;
• the agreed charge, or which of the existing agreed fees covers it.

Important: A service provider recommended by the franchisor is not automatically acting on its behalf in fulfilling its contractual obligations. Clarify who appoints the provider, to whom it owes its obligations and whom you should contact if something goes wrong. Legal responsibility depends on the specific contractual arrangements.

2. Check dependencies in the opening plan

A single opening date is no substitute for a project schedule. Technical installation, for example, may only be able to begin once certain connections are in place. An initial stock delivery is of little use without suitable storage space. If these dependencies are overlooked, deadlines can slip even when individual participants appear to have completed their tasks.

Work with the franchisor to draw up a milestone plan, working backwards from the planned opening date. Distinguish between binding delivery dates, non-binding target dates and deadlines that only start running once a prerequisite has been completed. Wording such as “in good time before opening” should be replaced with measurable requirements.

Also ask about the procedure for changes: who reports a likely delay? Who updates the schedule? How quickly must the parties make decisions? A named project lead on each side reduces the risk of conflicting instructions.

For your financial assessment, it is sensible to model a separate delay scenario. Identify which payments fall due even before the business opens and which are contractually linked to the actual opening. This is not about drawing up a new overall budget, but about establishing how long you could manage financially if opening were postponed.

3. Clearly define sign-off and trial operations

Many franchise models require the franchisor to check compliance with its network standards before opening. This can help maintain quality across the network. For buyers, however, it becomes problematic if the criteria are only disclosed shortly before opening day.

Ask for the opening checklist before signing the agreement. It should make clear which requirements must be met, which minor outstanding tasks will not prevent opening, and how any departures from the standards will be recorded. Internal franchise approval does not replace any permit required by the authorities.

Where possible, agree a preliminary inspection date so that identifiable defects do not come to light for the first time on the planned opening day. Deadlines for notifying you of problems and carrying out a further inspection should also be agreed.

A trial run can reveal technical and organisational weaknesses. Specify who prepares it, which processes will be tested and how the results will be recorded. Do not sign a blanket statement confirming a “defect-free launch” if essential functions are still missing. If in doubt, ask a lawyer to check whether such a statement could legally amount to formal acceptance, confirmation or a waiver of rights.

4. Put the consequences of delays on a sound legal footing

Germany has neither a dedicated franchise law nor a national franchise register. Franchise agreements combine elements of different contract types. They are governed primarily by the general law of obligations in the German Civil Code (Bürgerliches Gesetzbuch, or BGB) and, where applicable, other commercial law provisions. Pre-contractual disclosure duties arise from general legal rules, particularly sections 311(2), 241(2) and 242 BGB.

If start-up services are late or defective, claims for performance or damages may be available, depending on the breach and the applicable legal requirements. Sections 280 and 286 BGB are particularly relevant to damages caused by delay. Not every postponement automatically gives rise to a compensation claim: factors such as whether the obligation was due, whether a formal reminder was required and issued, and responsibility for the delay may be decisive.

Have the agreement reviewed to establish how it deals with incomplete prerequisite work, external supply problems and delays caused by the franchisor. Pre-drafted terms are generally subject to scrutiny under the rules on standard terms and conditions in sections 305 onwards BGB, with particular rules applying to business-to-business contracts. Do not accept blanket exclusions of liability without having them checked.

Practical takeaway: Only sign once the service schedule, milestone plan and sign-off criteria align. This turns a promise of opening support into a clear, verifiable joint launch plan.