Franchising and Click and Collect: Who Is Responsible for the Sale?

A customer orders through the brand’s website and collects their shopping from your outlet. It is a convenient arrangement, but for a prospective franchisee it raises some specific questions: whose revenue is it, who hands over the goods and who issues refunds? In a franchise network, a shared brand does not mean a single seller. Before buying a franchise, look beyond whether online ordering is available and examine how legal and financial responsibilities are divided.

1. Establish when and with whom the customer enters into a contract

“Order online and collect in store” can cover several different arrangements. The customer may enter into a sales contract with head office or the local franchisee, or simply reserve a product to buy when they arrive. The collection method alone does not determine which model applies.

Ask to see the entire purchasing journey: from the product page, through the basket and order confirmation, to the receipt or invoice. Check which business is identified as the seller and at what point the contract is formed. The information in the terms and conditions, customer messages and accounting documents should be consistent.

Prepare a simple table for each channel: the website, the app and orders placed directly at the outlet. Record:

• who the seller is and who takes payment;
• who owns the goods before they are handed over;
• who issues the sales documents and accounts for tax;
• who is responsible for unavailable products, mistakes and complaints;
• what payment the local outlet receives.

Do not assume that payment on collection automatically makes it an in-store purchase. A distance contract may already have been formed. Conversely, a genuine, non-binding reservation may mean that the contract is only formed in the shop.

2. Separate statutory duties from arrangements with head office

Under Polish law, a franchise agreement is an “unnamed contract”: it is not a separately defined statutory type of contract. There is no separate franchise act or mandatory franchise-specific disclosure document with a statutory delivery deadline. The relationship is governed by the general provisions of the Polish Civil Code, including freedom of contract and its limits.

Consumer sales are also subject to Poland’s Consumer Rights Act and the rules on providing services electronically. Accounting arrangements must comply with tax rules and sales-recording requirements. The absence of franchise-specific legislation does not remove these obligations.

If a sales contract is concluded at a distance, the consumer generally has the right to withdraw from it within 14 days. For sales of goods, this period normally runs from when the consumer takes possession of them. There are statutory exceptions, including certain perishable goods and goods made to the consumer’s specifications. Collection from an outlet does not, in itself, remove the right to withdraw.

A complaint about goods that do not conform to the contract is different from withdrawing without giving a reason. The seller is responsible to the consumer. An internal agreement between head office and the franchisee may determine how complaints are handled and costs allocated, but it cannot deprive the customer of their statutory rights.

Before signing, ask a lawyer to compare the franchise agreement with the online shop’s terms and conditions. An accountant should separately check the flow of payments, sales documents and adjustments.

3. Calculate payment for handling orders, not just order value

An order collected from your premises does not necessarily count as your sales revenue. If head office is the seller, your outlet may receive only a fee for picking, storing or handing over the order. Establish which tasks are paid for and when payment becomes due.

Ask for a sample settlement covering orders that are collected, left uncollected, cancelled and partially returned. Check who bears the cost of packaging, staff time, storage space, product damage and return transport. Also ask what happens to products set aside for customers that cannot be sold in store in the meantime.

In your calculations, separate the outlet’s fee from the cost of providing the service. Allow for the time needed to find the product, confirm collection, resolve a mistake and accept a return. Compare a normal day with a busy period. Additional orders may require more staff, even if they do not increase the outlet’s retail margin.

Do not treat the promise of extra purchases at collection as guaranteed income. It is a potential benefit, not a substitute for clearly defined payment for work you are required to do.

4. Put the procedure in writing and test it before deciding

The agreement or a schedule to it should set out the division of responsibilities, payment terms and settlement deadlines. It should explain who authorises refunds, who issues the relevant accounting adjustment and how the outlet recovers reasonable costs incurred in dealing with a head-office error.

Agree a procedure for system outages as well. Staff should know whether they can hand over goods without electronic confirmation and how to document this. There also needs to be a way to report discrepancies between actual stock levels and the availability shown online.

Ask for a demonstration of several scenarios: an item is unavailable despite an order being accepted, a parcel is not collected, someone else collects an order, or a customer returns a product bought from head office. Check whether the system allows staff to carry out the steps required by the procedure. Speak to an existing franchisee about handling times and how settlements work in practice.

Practical takeaway: before buying a franchise, agree three things in writing: who sells to the customer, who carries out each task and who pays for it. Only then assess whether click and collect benefits your outlet.