Buying a franchise: checking unilateral changes to the agreement

A franchise agreement should be assessed not only on the terms it contains today, but also on who can change them tomorrow. Adapting to new needs is essential in franchising. However, reasonable operational development is one thing; an unrestricted power to change the agreement is quite another. Before buying a franchise in Greece, pay particular attention to clauses that allow changes without your signature.

1. Identify where the power to make changes lies

Do not limit your review to the clause headed ‘Amendments to the agreement’. Powers to make unilateral changes may be tucked away in schedules, service price lists, technical specifications or terms of use for digital systems. Look for wording such as ‘as amended from time to time’, ‘at the franchisor’s sole discretion’ and ‘may adjust’.

Ask for the complete set of documents referred to in the agreement, each with a date or version number. Then, for each power to make changes, record:

• Exactly what it covers.
• Who decides, and on what criteria.
• How the new requirement will be communicated to you.
• When it takes effect.
• Whether your consent is required or simply continuing to operate is considered sufficient.

Take particular care where different documents conflict. If the main agreement allows amendments only when signed by both parties, but a schedule permits unrestricted adjustments, ask for written clarification of which provision takes precedence. A general assurance that ‘this is not applied in practice’ does not resolve the contradiction.

2. Understand the actual legal limits in Greece

Greece has no specific law providing a comprehensive framework for franchise agreements. There is no franchise-specific mandatory pre-contractual disclosure document, franchise register or statutory minimum disclosure period before signing. Do not therefore assume that a standard information pack amounts to government approval of the terms.

The contractual relationship is governed primarily by the general provisions of the Greek Civil Code. Articles 197–198 concern good faith and liability during negotiations. Article 200 concerns the interpretation of contracts in accordance with good faith and customary commercial practice, while Article 288 concerns the performance of obligations in good faith. Article 281 prohibits the abusive exercise of a right.

These provisions do not mean that every unilateral change is automatically invalid. Equally, a broadly worded contractual power does not prevent scrutiny of how it is exercised. The assessment depends on the wording, the subject of the change and the particular circumstances.

Where a change affects restrictions on competition, further review may be needed under Greek Law 3959/2011 and EU rules, such as Regulation 2022/720. Codes of ethics are self-regulatory tools, not franchise-specific state legislation. Ask a lawyer to examine whether, and how, any such code binds the particular franchisor.

3. Test the clause against a real-world scenario

A useful test is to turn an abstract power to make changes into an everyday situation. Suppose the franchisor decides to replace the shared management platform, introducing a new monthly subscription and requiring data migration. The question is not just whether the change benefits the network, but what procedure the agreement requires.

Who pays for the migration? Is preparation time allowed? What happens if the system is not working on time? Could refusing to implement the change immediately be treated as a breach of contract? Is there a process for considering a reasoned objection?

Ask for an example of a similar change made previously, and speak to existing franchisees about how it was implemented. However, distinguish between good past practice and a binding obligation: the fact that a transition period was once granted does not mean it will be granted again.

With your accountant, assess the overall impact of a change: recurring charges, one-off adaptation work and potential downtime. This will help you identify which changes are significant enough to warrant additional contractual protection.

4. Negotiate a process, not just a promise

The aim is not to freeze the business model. It is to agree on a predictable mechanism for its development. Ask for routine operational adjustments to be distinguished from material changes to financial or other core obligations.

Useful negotiating points include:

• A clearly defined scope for changes: specific matters rather than a general power to amend any term.
• Written reasons: an explanation of the need for the change and its expected effects.
• Advance notice: an agreed notice period proportionate to the adjustment required.
• Specific consent: for material changes to be defined in the agreement.
• An objections procedure: a designated contact, a deadline for responding and clear consequences while the objection is being considered.

If urgent exceptions are allowed for legal compliance or safety, ask for them to be precisely defined. These safeguards are negotiating proposals, not automatic rights available to every franchisee.

Practical takeaway: before signing, ask for a table setting out what can change, who can change it, what notice must be given and what protection you have. If the answers remain vague, your future obligations remain just as uncertain.