Signing a franchise agreement: paper, scan or e-signature?

You have agreed the terms of the partnership, and the brand’s representative suggests signing the documents quickly online. Before accepting the invitation, check exactly what you are signing, who represents the other party and how the agreement will be recorded. Trust matters in a franchise network, but entering into an agreement correctly protects both parties. A mistake at this stage can make it harder to prove what was agreed and may sometimes undermine the enforceability of particular provisions.

1. Establish what form your agreement requires

In Poland, a franchise agreement is an ‘unnamed contract’: a contract type not specifically defined by statute. There is no separate franchise act requiring every such agreement to be signed on paper. Franchise agreements are governed primarily by the Polish Civil Code, including the principle of freedom of contract under Article 353¹. Depending on the nature of the arrangement, intellectual property, competition and tax rules may also apply.

However, the absence of a specific form requirement for franchising itself does not mean that any method of acceptance will suffice. What matters is the individual legal transactions covered by the agreement. For example, an assignment of economic copyright and the grant of an exclusive copyright licence must be in written form to be valid. This does not mean that every disclosure of know-how or every use of a brand automatically requires the same form.

Also check whether the parties themselves have stipulated a particular form for entering into or amending the agreement. A clause stating that ‘amendments must be made in written form to be valid’ has different consequences from a general recommendation to confirm arrangements by email.

A practical rule: before signing, ask a lawyer to identify which elements of the document require a particular form and what the consequences of failing to meet that requirement would be. Do not assess the whole agreement solely on the basis of its title.

2. Distinguish between a handwritten signature, a scan and an electronic signature

The Polish Civil Code distinguishes between documentary, written and electronic form. These terms are not interchangeable:

• Documentary form allows a declaration to be recorded in a document in a way that makes it possible to identify the person making it. Depending on the circumstances, this could be an email or acceptance through a platform.
• Written form requires a handwritten signature. An agreement can also be concluded by exchanging appropriately signed documents.
• Electronic form within the meaning of the Polish Civil Code requires a qualified electronic signature. It is equivalent to written form.

A scan of a signed sheet of paper is not, in itself, the electronic equivalent of the original bearing a handwritten signature. Nor does a pasted image of a signature, confirmation by SMS code or a standard platform signature constitute a qualified electronic signature. These methods may nevertheless have evidential value and may suffice where neither the law nor the parties’ agreement requires a stricter form.

Ask the provider handling the signing process exactly what type of signature it offers. The label ‘electronic signature’ alone does not settle the matter. If you use a qualified electronic signature, retain the original electronic file and the signature verification results. A printout is not a substitute for that file.

3. Check who is signing on behalf of the brand

A recognisable network name is no substitute for identifying your contractual counterparty. The agreement should name the specific business, not just the trading brand. Compare its name, registration number and other details with its current entry in Poland’s National Court Register (KRS) or Central Register and Information on Economic Activity (CEIDG).

For a company, check the rules governing who can represent it. If two people are required to act jointly, one management board member’s signature may not be enough. The job title ‘franchise development director’ does not, in itself, establish authority to enter into the agreement.

If an authorised representative signs the document under a power of attorney, ask to see it. Check its scope, who granted it and the form required. If a particular legal transaction requires a special form to be valid, the power of attorney authorising that transaction should be granted in the same form.

Carry out the same checks on your own side, especially if a company is taking on the franchise. Establish who the party to the agreement is and whether the signatories are acting on its behalf. A qualified electronic signature confirms the signatory’s identity, but does not, by itself, prove their authority to represent a business.

4. Complete the signing process with a full set of documents

Before signing, compare the final document with the negotiated version. Check the numbering, date, list of attachments and all cross-references. Any price list, rules or manual identified as part of the agreement should be clearly labelled, for example with a version number and date.

Do not accept assurances that a missing attachment will be ‘added later’. If some materials are available through the network’s portal, agree how to preserve the version in force at signing. Access to a webpage whose content can be changed makes it harder to establish later what was agreed.

Also establish when the agreement is concluded and when it takes effect. The date in the heading, the date of the final signature and the start of the partnership need not be the same. This matters for payment deadlines, among other things.

Finally, obtain a complete set of signed documents and store it somewhere other than an account controlled solely by the network. Practical takeaway: sign only once you have confirmed the correct form, both parties’ authority and the fixed content of the entire document package.