The situation
A franchise agreement drafted for Poland, uploaded for use in the Netherlands
A bakery-café chain from Poznań has 140 outlets in Poland and has signed letters of intent with franchisees in Utrecht and Eindhoven. The commercial team wants to use the Polish template, translated into English, with the first signing planned for January.
In-house counsel knows the template well and knows Polish law leaves most of it to the parties. The hours go on finding what Dutch law makes mandatory, which clauses fall foul of it and what the EU competition rules allow on prices and non-compete obligations.
What the research has to settle
The rules behind the answer
- Poland has no franchise statute
- In Poland a franchise agreement is an unnamed contract governed by the Civil Code’s general rules and freedom of contract. The Polish template was drafted for that setting.
- The Netherlands regulates franchising in its Civil Code
- Since 2021 the Dutch Civil Code contains franchise rules that protect the franchisee and cannot be set aside to its detriment. They include pre-contractual disclosure and a standstill period of at least four weeks before signing.
- Non-compete clauses are limited after the term
- Dutch law and the EU Vertical Block Exemption Regulation both confine a post-term non-compete: at most one year, limited to the premises or area, and needed to protect the franchisor’s know-how.
- Prices can be recommended, not fixed
- Under EU competition law a franchisor may recommend prices or set a maximum, but fixing minimum resale prices is a hardcore restriction. Whether a Polish choice of law displaces the Dutch rules is a separate question the review has to settle.
How it runs in azta
From the question to the document
The question, as you would type it
Attached is our Polish franchise template, translated into English, for franchisees in Utrecht and Eindhoven. Which clauses conflict with the Dutch franchise rules or EU competition law, in particular pricing, post-term non-compete and pre-contractual disclosure? Does our Polish choice of law help?
You start with
A franchise agreement drafted for Poland, uploaded for use in the Netherlands
- 01
Upload the agreement
Add the template and its annexes. azta reads them and refers each finding back to the clause it concerns.
File upload· Pro - 02
Research the mandatory rules
Ask what Dutch franchise law requires and how EU competition rules treat prices, supply ties and non-compete obligations. azta cites the Dutch Civil Code, the Polish Civil Code and the EU regulation.
Cited research· Free - 03
Find the Dutch decisions
Ask how Dutch courts have applied the franchise rules since they came into force. azta summarises the decisions and links the full text.
Case-law search - 04
Draft the review memo
Ask for a memo by clause: keep, change or remove, with the reason and a suggested redraft. Edit it in Canvas and export to Word.
Canvas · Ask azta· Pro You send
A review memo: clauses that hold, clauses to change and the reasons
What you get
A review memo: clauses that hold, clauses to change and the reasons
Review memo · draft
Franchise template for the Netherlands: clauses to change
Pre-contractual process. The template is silent on disclosure before signing. Under the Dutch rules we must provide the draft agreement and the specified information to each franchisee in advance and allow the standstill period before signing. The January date for Utrecht should be checked against that period.
Pricing, clause 9. The clause requires franchisees to sell at the prices in the price list. As drafted this fixes resale prices. We recommend replacing it with recommended prices, with a maximum price for promotions.
Non-compete, clause 21. The post-term restriction runs for three years across the whole of the Netherlands. It should be limited to one year and to the franchised premises, and tied to the protection of our know-how.
Outcomes on your numbers
What azta is worth on this task
Pro pays for itself after
13 minutes a month
At €130 an hour, that is all the time Pro (€27 a month) has to take off your desk to cover its price.
Example figures. Replace them with your own.
- Hours back a year
- 58
- Capacity at your rate
- €7,488
- More franchise agreement reviews a quarter
- 1.4
- Return on Pro
- 23.1×
- Research
- Drafting
- Your review
A scenario you set, not a promise. The hours that come back go to another client, or deeper into this one.
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Book a demoSources azta searches here
- wetten.overheid.nl
- Rechtspraak.nl
- Dziennik Ustaw
- EUR-Lex · Curia
What stays with you
- The commercial terms and how far to depart from the Polish template.
- The pre-contractual disclosure itself, including any turnover forecasts.
- Advice from Dutch counsel where the business wants it, and the final sign-off.
Frequently asked questions
- Can azta compare the Polish and Dutch versions side by side?
- Yes. Upload both and ask for a comparison by clause. azta refers back to the passage in each document.
- Is the uploaded agreement used for training?
- No. Client documents are never used for training on any plan, and they stay in the EU/EEA.
- Can the team work on the review together?
- On Enterprise, shared workspaces keep the agreement, the research and the memo in one place, with access by membership.
