Buying a franchise: check the online sales terms

A shop may fulfil online orders without receiving the corresponding revenue. It may also participate in a well-known online store without being allowed its own web presence. Before joining a franchise network, examine the online sales terms separately: they determine who sells, who does the work and who bears the cost of each order.

1. Map the online order journey

Do not settle for assurances that ‘the network has an online store’. Ask to be taken through an order from placement to delivery, settlement and any subsequent return. The aim is to understand your role in the transaction, not simply how the website works.

Start with four questions:

• Which business is identified to the customer as the seller and issues the receipt or invoice?
• Who collects the payment, and when do they transfer money to the franchisee?
• Who reserves the stock, packs the order and delivers it?
• Who handles cancellations, complaints, returns and refunds?

Distinguish between making a sale and simply providing a service. If the franchisor is the seller and you only provide in-store collection, you need a clear agreement on your remuneration and obligations. If you are the seller, your responsibilities towards the consumer do not disappear simply because the website belongs to the network.

Also ask how orders are allocated: by distance, stock availability, customer choice or another mechanism. Check who can change that rule and what notice they must give.

2. Check which online restrictions are permitted

Greece has no dedicated law providing a comprehensive framework for franchising, nor a mandatory, standardised pre-contractual disclosure document. The general provisions of the Greek Civil Code apply, including Articles 197–198 on good faith in negotiations and Article 288 on the performance of obligations. Request the full online sales policy, together with the relevant contractual schedules, well in advance.

Restrictions are also assessed under Greek Law 3959/2011 on free competition and, where applicable, Article 101 of the Treaty on the Functioning of the European Union. Regulation (EU) 2022/720 provides an exemption for certain vertical agreements, subject to specific conditions; it is not blanket approval for every franchise term.

Terms that prevent the effective use of the internet for sales require particular attention. A blanket ban on online sales is not equivalent to quality requirements for product presentation. Equally, a restriction on a particular online platform is not automatically unlawful: the agreement as a whole and the available sales channels need to be examined.

Give your lawyer the exact terms governing your own website, third-party online marketplaces, advertising and use of the trade mark. Do not assume that a standard contract has already been checked for legal compliance.

3. Calculate the net contribution from each order

Online turnover alone does not tell you whether the shop benefits. Ask for an anonymised sample settlement statement and work with your accountant to prepare separate calculations for home delivery, in-store collection and sales through a third-party platform.

For each route, record:

• The amount you are actually entitled to receive, excluding VAT.
• Product, packaging and order preparation labour costs.
• Platform and payment processing fees, and your contribution towards delivery costs.
• The cost of discounts, cancellations and returns.
• Any additional charges for software or stock system integration.

Clarify, in particular, who funds promotions announced centrally by the network. A discount may increase orders but reduce your margin if the shop bears the entire cost.

Look at payment timing too. If you buy stock and pay staff before receiving settlement, you are temporarily financing the transaction. Ask for a specific payment schedule and a procedure for disputing incorrect deductions.

4. Agree how you will monitor operations

Day-to-day cooperation requires access to verifiable information. Make provision for reports showing orders allocated to your shop, cancellations, deductions and the amounts ultimately paid to you. This access must be designed to comply with data protection rules, rather than providing unrestricted access to the network’s customer database.

Ask for a procedure covering system outages, stock errors and orders you cannot fulfil. Check who bears the cost when the central system incorrectly shows a product as available or promises an unachievable delivery time.

Before signing, work through three scenarios with the franchisor: a normal order, a cancellation after preparation and a return to a different shop. For each, it should be clear who is responsible, who is paid, who bears the costs and what receipt, invoice or other transaction document is issued.

Practical takeaway: Assess the online operation as a specific commercial agreement, not simply as a general benefit of the brand. Proceed when you can explain who sells, who gets paid and what is left for your own shop.