How to Check Contract Schedules Before Buying a Franchise

The main obligations in a franchise offer are not always set out in the main agreement. The operations manual, technical specifications, opening checklist and fee schedule may define the scope of your investment and how you run the business day to day. Before entering the franchise market in Türkiye, review not just the signature pages but every document referred to in the agreement. The aim is to understand exactly which rules you are accepting and how they will affect your budget.

1. Establish what is included in the contract package

Start by compiling a single list of every document named in the agreement. Highlight phrases such as “attached standards”, “current operations manual” or “procedures notified by head office”. Ask for each reference to be matched to an accessible, legible document with a clearly identified version.

Ask the franchisor for a list of schedules and supporting documents containing:

• The document’s full title and schedule number.
• Its issue date and version details.
• Its page count or identifying details for the electronic file.
• Whether it imposes binding obligations or provides explanatory guidance.
• When and how it was supplied to you.

For example, if the main agreement refers only to “equipment that meets brand standards”, the technical specifications may determine the capacity and number of machines, as well as installation requirements. Without seeing those specifications, it is difficult to assess what the investment cost covers. Similarly, the materials specified in a design manual may change your fit-out quote.

Do not treat “we will share these after signing” as a minor administrative omission. For documents containing trade secrets, a controlled review or suitable confidentiality arrangement may be an option. However, avoid accepting all the obligations in a document whose contents you have not been able to assess.

2. Understand the protections relating to standard terms

Türkiye has no separate law specifically governing franchise agreements. Nor is there a general public register specifically for franchising or a standardised mandatory pre-contract disclosure system. This does not mean that contract schedules fall outside legal scrutiny.

Franchise agreements are treated as contracts not specifically regulated by statute. General provisions apply, particularly those of the Turkish Code of Obligations No. 6098 and the Turkish Commercial Code No. 6102. Depending on the contents of the schedules, the Law on the Protection of Competition No. 4054 and the Industrial Property Code No. 6769 may also be relevant.

Articles 20–25 of the Turkish Code of Obligations govern standard terms and conditions. Provisions prepared in advance by one party alone for use in numerous similar contracts may fall within this category. They may appear in a separate schedule as well as in the main agreement.

Particularly where standard terms are contrary to the other party’s interests, clear notice of their existence, an opportunity to familiarise oneself with their contents and acceptance are important. Terms that are out of keeping with the nature of the contract or transaction are also assessed separately. Protections include interpreting ambiguous standard terms against the party that drafted them.

However, do not assume that every onerous term is automatically invalid or can easily be removed later. Your status as a merchant under Turkish law and the specific circumstances of the agreement also matter. Ask your lawyer to assess whether a provision qualifies as a standard term and what the consequences are. Do not treat legal protections as a substitute for obtaining the full document package before signing.

3. Resolve conflicts between documents before signing

The main agreement and its schedules may address the same issue differently. For example, the agreement may state that installation is included in the opening package, while the equipment schedule charges for it separately. A practice presented as optional in a sales presentation may be mandatory under the operations manual.

For each conflict, prepare a brief comparison record: issue, provision in the main agreement, provision in the schedule, clarification required. Do not settle for a verbal answer. Incorporate the resolution into the relevant provisions or record it in an explicit written agreement.

Ask for the contract to specify an order of precedence between documents. However, a statement that “the main agreement always takes precedence” may not resolve every issue on its own. Where the main agreement contains a general provision and a technical schedule contains a specific one, clarify which rule will apply.

Check the status of sales presentations and correspondence too. A clause stating that the agreement “supersedes all previous discussions” makes it particularly important to incorporate any promise that influenced your decision into the main agreement or a schedule. The scope and duration of a service described as free should not be recorded only in a promotional presentation.

4. Verify the final version and keep a record of delivery

The draft you reviewed may differ from the package presented for signature. Compare the final text before signing, and recheck schedule numbers, dates and file contents. There should be no uncertainty about how missing or blank schedules will be completed later.

For documents shared electronically, do not rely solely on a link whose contents may change. Request a downloadable copy of the version accepted on the signing date. Keep the main agreement, schedules, delivery correspondence and agreed clarifications together in a secure archive accessible to your company.

Initialling every page or approving schedules using a particular method may be useful as evidence, but do not assume these are statutory requirements for the validity of every franchise agreement. Choose suitable signing and delivery methods for the particular document package.

Practical takeaway: Before signing, obtain written answers to three questions: Which documents are binding, which versions are being accepted, and which provision applies if there is a conflict? If those answers are unclear, do not take on obligations until the document package is complete.