Buying a Franchise in the UAE: Setting Limits on Changes to the Operations Manual

When buying a franchise in the UAE, understanding the contract alone is not enough: it may require you to comply with an operations manual that the franchisor can update later. Across a franchise network, shared standards help deliver a consistent customer experience, but the phrase ‘the manual as amended from time to time’ may open the door to obligations you have not budgeted for. Check the limits of this power before committing to the investment.

Why does the operations manual matter to your buying decision?

An operations manual usually covers service procedures, opening hours, staffing arrangements, quality control, reporting and the use of technology systems. The contract may refer to it as a binding document, even if it is neither attached to the agreement nor available in full during negotiations.

Updates are not the problem in themselves: a brand needs to develop its methods. The concern is that an operational update could become a way to change the commercial terms of the deal. For example, a revised manual might require longer opening hours, an additional supervisory role or daily reports that take considerable management time. These are not necessarily minor changes simply because they appear outside the contract.

Ask to see the current version, or to review it under a confidentiality agreement if it contains protected know-how. If a complete copy cannot be provided, request at least the sections with financial and organisational implications, along with the table of contents. Also ask for the date of the version on which your budget is based to be recorded, so that your decision does not rest on an unknown or shifting document.

What is the legal framework in the UAE?

The UAE has no standalone federal law governing franchise agreements as a separate category of contract, nor a general franchise-specific requirement to provide a pre-contract disclosure document. Do not therefore assume that the law requires the franchisor to give you the full operations manual before you sign. Make access to the information you need an explicit condition in negotiations.

Depending on its nature and scope, the relationship is subject to the general rules of UAE civil and commercial transactions law, including Federal Decree-Law No. 50 of 2022 on Commercial Transactions. Relevant principles include performing obligations in good faith and interpreting what the parties have agreed, subject to mandatory provisions and other applicable laws.

If the relationship is a registered commercial agency that meets the statutory requirements, Federal Law No. 3 of 2022 Regulating Commercial Agencies may apply. Simply calling the document a ‘franchise agreement’ does not settle its legal classification. Seek local legal advice to establish which regime applies, and do not rely on good faith alone to constrain a broad power to amend the manual: specific contractual wording leaves less room for disputes.

Separate routine updates from material changes

Start by reviewing the clause that incorporates the manual: does it define the subjects the manual covers? Does it give the franchisor unrestricted power to amend it? Does it state that the contract takes precedence if the two conflict? A clear order of precedence between the contract, its schedules and the manual prevents operational instructions from being used to override terms you have expressly negotiated.

Propose dividing amendments into two categories. The first is routine updates, such as improvements to customer service procedures or report formats, which can be implemented after appropriate notice. The second is material changes that create significant costs, expand responsibilities or alter the operating model, and require additional agreed procedures.

Do not leave ‘material’ undefined. You could link it to the amount of additional expenditure, an increase in recurring obligations or the need to recruit staff, using criteria suited to your business. Agree that the cumulative impact will also be considered: several small updates may seem acceptable individually but place a heavy strain on the budget together.

Also make clear that new fees or changes to fundamental rights cannot be introduced through the manual alone, but must follow the amendment procedure set out in the contract. This is a suggested protection to negotiate, not an automatic right available to every franchisee.

Agree on notice, costs and an objection procedure

Request a written update protocol specifying how notice will be given, who is responsible for receiving it, when changes take effect and how long you have to implement them. A change with a significant impact should come with an explanation of its purpose and requirements, not merely an alert that a new version is available on the franchisor’s platform.

Discuss the following questions with the franchisor before signing:

• Who pays for implementation, and are there approved, lower-cost alternatives?
• Will the implementation period allow enough time for any necessary recruitment or contractual arrangements?
• How will an urgent update required for safety or legal compliance be handled?
• Who reviews a franchisee’s objection, and when must they respond?
• Must the update still be implemented while an objection is being considered, or can it be suspended under a specific agreement?

Distinguish between applicable legal requirements and the brand’s operational preferences. Do not assume that raising an objection automatically suspends your obligation to comply. If you want implementation to be paused in certain circumstances, or costs to be shared, this must be clearly drafted without obstructing compliance with a legal duty or putting customers at risk.

Test the clause before agreeing to it

Ask for real examples of previous updates, and speak to existing franchisees about notice, costs and ease of implementation. Then test the wording against a practical scenario: what happens if you are asked to extend opening hours and add a supervisor at the same time? Calculate the impact on payroll and management, and identify which contractual procedure would be triggered.

Keep the baseline version, together with a record of amendments, notices and approvals. The practical takeaway: do not buy into an open-ended commitment to a changing manual. Before signing, establish its current version, the limits on amendments, who pays for them and how material changes can be discussed.