How Should Online Orders Be Allocated in a Franchise Network?

The fact that your existing business sells through its website does not mean the same arrangements will work smoothly with franchisees. Customers see a single brand, but head office may take the order, another business may prepare the product and a third location may handle the return. To maintain trust across your franchise network, answer this question before signing the first agreement: for an online order, who is the seller, who provides the service and who is responsible for each revenue stream?

1. Identify the seller and transaction flow for each channel

Start by listing every digital channel your business uses: the brand’s website, mobile app, marketplace shops and individual outlets’ own ordering pages. Do not assume that every channel will operate under the same legal and financial structure. A model in which head office sells in its own name creates different responsibilities from one in which it collects orders on behalf of a franchisee.

Prepare a transaction summary for each channel. At a minimum, it should answer these questions:

• Who is the seller with whom the customer enters into a contract?
• Which business issues the sales receipt or invoice?
• Whose account receives the payment, and through which service provider?
• Who prepares and delivers the order?
• Who handles cancellations, returns and refunds?
• Who updates the stock and delivery information shown to customers?

This distinction is not just an accounting matter. For example, if head office is identified as the seller but the franchisee prepares the order, the franchisee’s earnings may not constitute direct retail sales revenue. They need to be structured according to the service or supply relationship between the parties. An accountant and a lawyer should review the transaction flow together.

Customer-facing screens must also reflect the chosen model. Showing one business in the order confirmation and another on the invoice, without explanation, creates confusion. Dividing duties between head office and the franchisee does not remove their statutory responsibilities towards consumers.

2. Base order routing on measurable rules

Sending orders to the outlet closest to the customer will not always produce the right result. The nearest outlet may be out of stock, at full preparation capacity or operating within a different delivery area. Routing rules should rely on verifiable data such as distance, stock accuracy, opening hours and capacity.

First, define the standard process: under what conditions is an order assigned to an outlet, what happens if the outlet does not accept it, and at what point does the system bring in another outlet? Then document the exceptions. A customer choosing a particular outlet, requesting collection or changing their address will require separate decisions.

Do not treat transferring an order and transferring its revenue as the same transaction. If an order is redirected after the first outlet has started preparing it, there must be clear rules on how any product, packaging or transport costs will be covered. Otherwise, routing that appears technically successful can turn into a financial dispute between businesses.

Test whether the rules work using controlled test orders. Try scenarios such as stock shortages, incorrect addresses, failed payments and partial cancellations. The aim is not to retest the overall business model, but to confirm that there are no gaps in responsibility as digital orders move between businesses.

3. Calculate revenue and deductions for each order

The total value of an online sale is not the same as the amount the franchisee will receive. Payment processing fees, marketplace commissions, delivery costs, promotional discounts and refunds may fall to different parties. Prepare a settlement template that shows each deduction on a separate line.

The template should include the gross order value, a tax breakdown, who funds discounts, channel costs and the amount payable to the franchisee. Distinguish between a voucher funded by head office and a local discount agreed by the franchisee. Add a check to prevent the same cost being deducted twice from an order.

Also clarify the basis on which turnover-based fees are calculated for online transactions. How do cancelled orders, returns processed in a later period and delivery charges affect the calculation? Set out the answers in a channel-specific schedule that does not conflict with the general fee provisions.

The reconciliation report should contain a unique record for each order. Franchisees should be able to link sales, deductions, returns and payments. Disputes are easier to resolve if the payment timetable, procedure for raising queries and accounting period for adjustments are agreed in advance.

4. Draft channel rules that comply with Turkish law

Türkiye has no dedicated franchise law, compulsory franchise register or standardised pre-contractual disclosure document regime. This does not mean that digital sales arrangements are unregulated. Franchise relationships are subject to the relevant general provisions, particularly the Turkish Code of Obligations No. 6098 and the Turkish Commercial Code No. 6102.

For distance sales to consumers, the Consumer Protection Law No. 6502 and the Regulation on Distance Contracts must be taken into account. Depending on each party’s role in the digital channel, obligations under the Law on the Regulation of Electronic Commerce No. 6563 must also be assessed. Arrangements for collecting payments and transferring funds to franchisees require a separate review based on the service used.

Bans on online sales and customer or territorial restrictions require particular care under the Law on the Protection of Competition No. 4054. An assessment under the Block Exemption Communiqué on Vertical Agreements No. 2002/2 is not limited to the market share threshold: the agreement’s other terms and restrictions also matter. Do not draft an order-routing rule as though it grants unrestricted authority to block a franchisee’s online sales.

Practical takeaway: Before signing your first franchise agreement, trace a sample order through payment, preparation, delivery, return and settlement. If responsibility and the financial implications of each step are not documented, your digital channel arrangements are not yet complete.