Buying a Foreign Franchise: Who Pays for Adaptations for Slovenia?

A foreign franchise brand may offer well-established procedures, but these are not necessarily ready for use in Slovenia. Materials need translating, software needs adapting and sales processes need checking for compliance. If responsibilities are not clearly allocated, the first Slovenian franchisee may unwittingly fund the work needed to prepare the system for everyone who follows. Before signing, establish exactly what is already fit for use and what you will still need to commission, pay for and test.

1. Distinguish translation from substantive adaptation

Localisation is not simply a matter of changing the language on a website. It means making the system legally and practically usable in Slovenia. Both parties to the franchise relationship need to understand which adaptations are essential and which are simply commercial choices.

Ask the franchisor for a review of the system’s readiness for Slovenia. Rather than accepting an assurance that ‘we will sort everything out before opening’, ask them to identify the existing solution, the person responsible and the outstanding tasks for each area:

• Customer materials: offers, price lists, instructions, website content and complaints procedures.
• Business tools: till systems, invoicing, ordering, payment options and accounting data exports.
• Operational documentation: manuals, forms, staff instructions and training materials.
• Products and services: required documentation, labelling and any local restrictions on the range offered.

Request a demonstration of the actual process: how a customer in Slovenia places an order, pays, receives an invoice and raises a complaint. A demonstration from an overseas outlet does not establish this. Nor does a translated screen mean that the software supports all the necessary local settings.

2. Establish legal responsibility, not just who will do the translation

Slovenia has no specific franchise legislation, mandatory franchise register or statutory franchise disclosure document for prospective franchisees. A franchise agreement is an ‘innominate contract’, meaning it is not a separately defined statutory contract type. The general provisions of the Slovenian Obligations Code (OZ) are relevant, including the principle of good faith and fair dealing and the rules on liability during negotiations.

Depending on the business activity, other legislation will also need to be checked when making adaptations. The Consumer Protection Act (ZVPot-1) is relevant to dealings with consumers, while the Public Use of the Slovene Language Act (ZJRS) governs language requirements in business and communications. Additional requirements may apply to particular products, services and sales channels. An assurance from the franchisor that its system complies with the rules in its home country is not enough.

The legal review should therefore cover specific materials and procedures, not just the franchise agreement. A translator checks the language but is not automatically responsible for the content’s legal or tax compliance.

Allocating tasks in the contract does not remove your responsibilities as a local supplier towards customers or the relevant authorities. If the franchisor prepares the documentation, set out its obligation to help make corrections and its responsibility for the agreed tasks. A franchise association’s code of conduct can provide a useful benchmark, but it is no substitute for this agreement.

3. Draw up a separate localisation budget

Adaptation costs should not be hidden among general opening costs. Prepare a separate list of one-off and recurring expenses, specifying who will pay each one.

One-off costs may include translation, legal review, software configuration and testing. Recurring costs may arise when the product or service range changes, manuals are updated or the Slovenian version of the website needs maintenance. Also check whether the quote includes correcting errors or whether every correction will be charged separately.

Make a clear distinction between adapting your own outlet and developing a solution that the entire Slovenian franchise network will use. If you pay for a Slovenian translation of the manual or a new software integration, ask:

• Who may use and modify the solution?
• Who will maintain it after opening?
• Will subsequent franchisees contribute towards the cost?
• Will your investment be reflected in the initial franchise fee?

Reimbursement or a fee reduction is not an automatic entitlement. If it forms part of the deal, put the terms in writing. For tasks whose scope has not yet been defined, require prior written approval of costs and an agreed cap, rather than accepting an open-ended obligation to pay for all necessary adaptations.

4. Tie adaptations to deadlines and acceptance criteria

Prepare a schedule to the contract listing the tasks, deadlines, people responsible, prices and completion criteria. ‘Slovenian version ready’ is too vague. A more verifiable criterion is a successful test of ordering, payment, invoicing and refunds under an agreed procedure.

Also specify who approves local changes. If you are required to use only centrally approved materials, you need a response deadline and a procedure for urgent corrections required for regulatory compliance. Otherwise, you may bear local responsibility without being authorised to correct the content in time.

Work with a lawyer to agree the consequences of delays, including postponing the opening, when fees become payable, additional costs and the options available if a critical solution is not delivered. These are not rights guaranteed by a specific Slovenian franchise law; they need to be properly agreed in the contract.

Practical takeaway: before signing, request a single, consolidated list of adaptations needed for Slovenia. For each one, make sure it is clear who will carry out the work, who will pay, what the deadline is and what evidence will demonstrate that the solution works. That way, you are buying readiness to trade, not a vague promise of it.