Documents to check before buying a franchise: get the complete set

Buying a franchise should not begin with signing an agreement whose schedules you will only see during training. Clear rules help both parties enter a franchise relationship with their eyes open. Before accepting a brand’s offer, gather the full set of documents, establish which take precedence and check that they reflect what you were told during recruitment. This is a separate stage of due diligence, not a formality at the end of negotiations.

1. Establish what information the law requires

In Poland, a franchise agreement is an ‘unnamed contract’: there is no separate, comprehensive statute governing how it is entered into or what it must contain. The Polish Civil Code provides the main legal framework, including the principle of freedom of contract under Article 353¹. However, that freedom does not permit terms that conflict with legislation, the nature of the legal relationship or the principles of social coexistence.

Depending on the business model, competition, intellectual property, tax and personal data protection laws may also apply. The absence of a dedicated franchise statute therefore does not mean there is no legal protection or that franchisors have unrestricted discretion.

There is no general statutory obligation to give every prospective franchisee a disclosure document 14 days before signing a franchise agreement. References to such a deadline in descriptions of proposed legislation should not be treated as a guarantee under current law. It is nevertheless worth agreeing enough time to review the complete set of documents and consult a lawyer.

A franchise association’s code of ethics or standards is not law. If a brand says it follows such a code, ask for the current text and clarification of whether the resulting commitments will be incorporated into the agreement. A membership logo is no substitute for reviewing the contract.

2. Draw up a document list before assessing the contents

Ask the franchisor for a single, organised list of the documents that will define your obligations. It should cover not only the main agreement but also every document referred to within it. Pay particular attention to phrases such as ‘in accordance with the rules’, ‘according to the current fee schedule’ and ‘on the terms set out in the manual’.

The list should include, in particular:

• the draft agreement and all its schedules;
• fee schedules and the terms for charging for additional services;
• rules, policies and standards you will be required to follow;
• templates for any additional declarations and security documents required at signing;
• documents relating to mandatory services or agreements with third parties;
• written records of any individual terms negotiated during recruitment.

For each item, note the date, version number, how it was made available and whether it is complete. If a schedule has yet to be prepared, treat this as an unresolved issue, not an empty box to be filled in later.

Confidentiality may justify controlled access to materials, for example after signing a non-disclosure agreement. It should not, however, prevent you from making an informed assessment of your obligations before accepting them. If you cannot obtain a copy, arrange to review the contents with an adviser, with enough time to do so properly. Do not sign a declaration confirming receipt or knowledge of a document that has not actually been made available to you.

3. Check which documents actually bind you

Not all materials supplied during recruitment have the same status. A brand presentation, a message from a recruitment representative and a signed schedule may carry different legal weight. Establish which documents form part of the agreement and which are for information only.

The Polish Civil Code also governs the use of standard contractual terms, such as rules and general terms and conditions. As a general rule, these should be supplied before the agreement is concluded, although the legislation provides for exceptions. Where standard terms are supplied electronically, they must be made available in a way that allows them to be stored and reproduced. A simple reference to website content that may change therefore needs careful assessment.

Ask for clarity on which documents take precedence if their provisions conflict. For example, an individually negotiated schedule may take precedence over standard rules. This order should be expressly agreed rather than assuming that the more favourable provision will always prevail.

Also check whether the agreement states that it supersedes all earlier arrangements. If the recruitment representative promised to waive a particular fee but the contract does not provide for this, make sure the promise is written into it. Keeping correspondence is useful as evidence, but it is no substitute for setting out the terms of the relationship clearly.

4. Resolve outstanding questions before signing

Prepare a short table with columns for the discrepancy, your question, the franchisor’s answer and the agreed amendment. Distinguish between an explanation of what a clause means and an actual change to its wording. An assurance that ‘we never enforce that’ does not remove a right written into the agreement.

Next, request the final set of documents and compare it with the version reviewed by your adviser. Pay particular attention to schedule numbering, amounts, blank fields and declarations confirming that you have read the materials. Save copies in a durable format and, after signing, retain a copy that includes all signed schedules.

If an important document only appears at the signing stage, ask to postpone signing. Weigh the cost of taking time to review it against the risk of accepting an obligation you have not examined.

Practical takeaway: before buying a franchise, finalise three lists: the documents, the discrepancies and the agreed amendments. Sign only when you know which terms will bind you and can retain a complete copy.