Buying a franchise in the Netherlands: protect your statutory four-week review period

An opening date has already been set, and the franchisor wants you to sign quickly. Yet joining a franchise network should be a carefully considered decision, not one made under time pressure. The Dutch Franchise Act gives prospective franchisees a statutory period to assess information before committing themselves. These four weeks are not a formality. Keeping track of the start date, document versions and any commitments made along the way helps ensure that this protection exists in practice, not just on paper.

1. Understand what the statutory review period protects

The Dutch Franchise Act has been in force since 1 January 2021 and is incorporated into Title 16 of Book 7 of the Dutch Civil Code. Article 7:913 of the Civil Code governs the disclosure of information before a franchise agreement is entered into. Article 7:914 requires the specified information to be provided at least four weeks before the agreement is signed.

This is also known as the standstill period. It gives you time to study documents, ask questions and consult advisers, without the franchisor being allowed to bind you to the relationship in the meantime.

This is a review period before signing the contract, not an automatic right to withdraw after signing. Signing first and then taking four weeks to think things over therefore does not comply with the rules. Nor does setting a later commencement date for the contract remedy an early signing.

For a franchisee established in the Netherlands, the statutory protection cannot be departed from to the franchisee’s detriment. A statement that you voluntarily waive the four weeks is therefore not a safe workaround. The law does provide an exception for a subsequent agreement between the same parties covering the same franchise system. If you are renewing an agreement or opening an additional outlet, seek advice on whether that exception actually applies.

2. Record when the period starts

The period does not automatically start at your first meeting, when you receive a brochure or when you gain access to an online portal. What matters is when the legally required information covered by the period is provided.

At a minimum, check that you have received:

• the draft franchise agreement, including its schedules;
• a statement and explanation of fees, investments and other financial contributions;
• information about consultation arrangements and relevant contact details;
• information about the franchisor’s financial position;
• financial data for the proposed location, or substantiated data from comparable outlets if location-specific data is unavailable.

Create a document register recording the date received and version of each file. Keep the accompanying emails too. Ask the franchisor to confirm in writing which date they consider to be the start of the standstill period and which documents support that date.

If, for example, a schedule setting out mandatory investments is missing, do not simply accept that the clock is already ticking. Establish when the required information package is complete. An acknowledgement of receipt does not, in itself, prove that the contents are complete or adequate.

3. Keep signing, payments and investments separate

During the four weeks, the franchisor must not enter into the franchise agreement. The same applies to agreements inseparably linked to it, with the exception of a confidentiality agreement. The franchisor must also not induce you to make payments or investments connected with the proposed franchise agreement.

Be alert, therefore, to requests to pay a reservation fee, order mandatory equipment or commit to a fit-out programme in advance. The label attached to an arrangement is not decisive. A ‘preparation package’ may, in reality, already create a financial commitment to the franchise system.

For every request, ask:

• Is this step necessary to join the franchise system?
• Who receives the money or places the order?
• Can I still decide not to proceed without incurring costs?
• Why must this happen before the four weeks have ended?

The standstill period does not prohibit every payment to a third party. You can, for example, appoint an independent adviser yourself. However, do not assume that a lease or supplier order you sign independently will automatically lapse if you ultimately decide not to enter into a franchise agreement. Wherever possible, avoid taking on such commitments during the review period.

4. Monitor changes during the four weeks

The franchisor must not amend the draft during the standstill period unless the change is to your advantage. A higher fee or an additional obligation cannot therefore be slipped in just before the planned signing as though nothing has changed.

Compare every new version with the previous draft. Ask for a version showing all changes, including amended schedules. Assess the overall effect: a lower initial payment may come with higher ongoing costs and is therefore not necessarily an improvement.

If a change to your disadvantage is proposed, postpone signing and seek advice on how to comply afresh with the disclosure and timing requirements. Confirm important questions and answers in writing. This keeps a clear record of the terms you have actually had the opportunity to assess.

5. Treat the end as a decision point, not a deadline

You are not obliged to sign after four weeks. Unanswered questions, missing explanations or uncertainty about your obligations are good reasons to take more time.

If you have already signed or paid too early, seek legal advice on the consequences. Do not assume, without advice, that this automatically ends the agreement or entitles you to a refund.

The practical takeaway: only sign once the required information is available, the statutory period has been properly observed and the final documents contain no changes that have not been discussed. A scheduled opening is never a reason to skip these checks.