How to Manage Standard Terms in a Franchise Agreement

When preparing to franchise your existing business, a single agreement template helps ensure consistency. However, presenting the same text to every prospective franchisee does not mean that every provision will automatically be binding. To build sustainable franchise relationships, you also need to plan how standard terms are drafted, explained and negotiated. This guide offers a practical approach to reviewing the standard terms in your agreement when franchising in Türkiye.

1. Understand the legal limits of a standard agreement

Türkiye has no dedicated law governing franchise agreements exclusively. Nor is there a general requirement to register the grant of a franchise on a public register, or a statutory standard pre-contractual disclosure document. General legal rules nevertheless apply: the absence of franchise-specific legislation does not give you unlimited freedom when drafting an agreement.

Central to this issue are the provisions on standard terms in Articles 20–25 of the Turkish Code of Obligations, Law No. 6098. Provisions drafted in advance by one party alone, intended for use in numerous similar agreements and presented to the other party, may qualify as standard terms. The fact that the franchisee is a commercial business does not remove the need for this review.

A legal assessment of the agreement may also involve the Turkish Commercial Code, Law No. 6102; the Law on the Protection of Competition, Law No. 4054; and, in relation to trade mark rights, the Industrial Property Code, Law No. 6769. Reviewing standard terms is not a substitute for checking compliance with these laws.

Start by classifying the agreement’s provisions with your lawyer: which are presented unchanged to every prospective franchisee, which are completed to reflect the individual business, and which are genuinely negotiated? Changing only the name, address and fee fields does not demonstrate that the rest of the text has been negotiated.

2. Make provisions that disadvantage the prospective franchisee prominent

Under Article 21 of the Turkish Code of Obligations, incorporating standard terms that run counter to the other party’s interests requires the party drafting them to give clear notice of their existence, provide an opportunity to understand their content and obtain the other party’s acceptance. Otherwise, the terms concerned may be deemed not to have been written into the agreement. Terms that are alien to the nature of the agreement or the transaction also carry a separate risk.

Rather than simply sending a lengthy document for signature, establish a review process that enables prospective franchisees to understand their key obligations. In particular, highlight:

• Terms that create additional costs the franchisee cannot calculate in advance.
• Wording that gives the franchisor vaguely defined powers to make changes or demands.
• Provisions that significantly restrict the franchisee’s ability to object or make claims.
• Broad, unclear references to documents outside the agreement.

Prepare a brief explanation for each provision: when will it apply, what will its consequences be for the franchisee, and what are its limits? This explanation should clarify the agreement, not replace it.

Give prospective franchisees an opportunity to review the agreement and obtain independent legal advice. Do not present this as though Türkiye has a specific statutory waiting period for franchising. The aim is to provide a genuine, documented opportunity to understand the terms.

3. Rewrite unclear provisions and unilateral powers

Under Article 23 of the Turkish Code of Obligations, standard terms that are unclear, difficult to understand or open to more than one interpretation are interpreted against the drafting party and in favour of the other party. Expressions such as ‘all necessary expenses’, ‘services deemed appropriate’ or ‘terms to be determined by the franchisor’ therefore need careful scrutiny.

For example, instead of stating, ‘The franchisor shall invoice the franchisee for any additional services it considers necessary’, explain the scope of the services, the circumstances in which they may be requested, how their cost will be determined and the approval process between the parties. The aim is not simply to make the sentence longer, but to enable the franchisee to anticipate its financial obligations.

Article 24 also provides that, in agreements containing standard terms, provisions giving the drafting party the power to make unilateral changes or introduce new provisions to the other party’s detriment are deemed not to have been written into the agreement. Avoid an approach that says, ‘The franchisor may change any of the terms at any time at its discretion.’

Operating standards may need to evolve. However, do not place routine operational updates under the same power as changes requiring new investment, additional payments or substantial obligations. Assess the need for changes, their limits and the necessary process for reaching agreement separately with your legal adviser.

Article 25 also prohibits standard terms that, contrary to the requirements of good faith, disadvantage the other party or worsen its position. Clear wording alone does not make a term balanced or lawful.

4. Make negotiation a genuine process, not a statement in the agreement

It is not enough to write, ‘All clauses have been read and negotiated.’ Article 20 of the Turkish Code of Obligations expressly states that declarations that each term has been discussed and accepted do not, on their own, prevent those provisions from being treated as standard terms.

Keep systematic records of prospective franchisees’ questions, requests for changes and both parties’ responses. A negotiation log can show which requests were accepted and which were rejected, with the reasons for rejection. Do not create documents suggesting that discussions took place when they did not.

Before signature, have the sales representative and legal adviser check the same final version. Make sure that explanations given during discussions do not contradict the wording of the agreement. Recurring questions from prospective franchisees also provide valuable feedback on which parts of the template are unclear.

Practical takeaway: Before making your first franchise offer, flag unclear costs, unilateral powers and onerous obligations in your standard agreement. Replace them with clear, properly defined provisions that have undergone legal review, and establish a process that gives prospective franchisees a genuine opportunity to review the agreement and ask questions.