Buying a franchise: reviewing the operations manual

Before buying a franchise in Greece, you need to understand not only what the agreement says, but also which rules will govern your day-to-day work. Many of these are set out in the operations manual, which may be incorporated into the agreement through a brief reference. In franchising, a clear manual supports a good working relationship; an unseen manual, or one that can change without clear limits, creates uncertainty for a prospective franchisee.

1. Ask for meaningful access before committing

The manual sets out the network’s know-how and procedures: customer service, order management, quality control, use of systems and day-to-day tasks. Being shown a contents page or assured that ‘everything is standardised’ is not enough. You need to understand what you and your team will be required to do.

Ask to review the current version and have its date and version number recorded. If you cannot be given a copy before signing, suggest controlled access under a confidentiality agreement, with scope for your lawyer to review it. Protecting know-how is legitimate, but it should not leave you without a meaningful understanding of your obligations.

Pay particular attention to:

• Which duties require the franchisee to be personally present every day.
• Which procedures require particular staffing arrangements or external services.
• Which software, records and reports are mandatory.
• Which provisions are binding rules and which are simply recommendations.

Do not sign a declaration stating that you have received and studied documents you have not actually had access to.

2. Consider the manual in the context of Greek law

Greece has no dedicated statute providing a comprehensive framework for franchising, nor a specific, legally prescribed pre-contractual disclosure document. This does not mean that providing information to a prospective franchisee is optional. Articles 197–198 of the Greek Civil Code require parties to act in accordance with good faith and accepted business practice during negotiations, and provide for liability where the statutory conditions are met.

The performance of the agreement is governed, among other provisions, by Article 288 of the Civil Code, which requires obligations to be fulfilled in good faith. Article 281, which prohibits the abusive exercise of rights, is also relevant. These provisions do not, however, remove the need for clear contractual terms.

The Code of Ethics of the Greek Franchise Association, based on the European code, is neither a law nor a generally binding legislative instrument. Check whether the agreement refers to it and how that reference is worded.

Know-how may be protected as a trade secret, provided the legal requirements are met, under the relevant framework introduced by Law 4605/2019. The manual itself may also be protected by copyright. Access for review does not give you the right to copy or share it freely.

3. Establish which document takes precedence and how changes are made

Look for the clause in the agreement that makes the manual binding. Watch out for wording that requires you to comply with every future instruction, without distinguishing between a technical clarification and a substantial new obligation.

Ask for the agreement to specify which document takes precedence if the agreement, an annex and the manual conflict. It is also useful to agree which changes can be made by updating the manual and which require a separate written agreement. Do not assume that a contractual financial obligation can be changed simply by issuing a new instruction.

A workable revision procedure should explain:

• How and when the new version is communicated.
• How changes from the previous version are highlighted.
• How much time is allowed for implementation, with separate arrangements for urgent safety or legal compliance issues.
• How documented implementation difficulties are considered.

Also ask for access to the version history. This will allow you to establish which instruction was in force at a particular time.

4. Test the rules against a real working day

Before deciding, turn the key procedures into a task list. For each task, note who is responsible, the time and equipment required, and any external costs. A daily report may be straightforward with an automated system but time-consuming when completed manually.

Discuss the practical requirements with existing franchisees, without asking them to disclose confidential material. Ask how changes are announced, whether the instructions are workable and how departures from the standards are handled.

Finally, check how non-compliance relates to the consequences set out in the agreement. Is written notice required? Is there an opportunity to put things right where appropriate? Are minor omissions distinguished from serious breaches?

Practical takeaway: Before signing, secure access to the manual, clear identification of the relevant version and a specific procedure for making changes. You are buying a structured operating system; you need to know exactly what it requires of you.