From March 1, 2025, stricter rules will apply around the pre-contractual information obligation in commercial cooperation agreements such as franchise, distribution, commercial agency, etc. The legislator thus wants to better protect entrepreneurs from unpleasant surprises afterwards. As a principal, you must therefore from now on be even more transparent about the content and consequences of the cooperation contract.
In this article you will read what exactly you need to communicate, when and what the consequences are if you forget.
Who must comply with disclosure requirements?
The new, stricter pre-contractual information requirement applies to all commercial cooperation agreements In which one contracting party, for example:
- Obtains the right to operate a trade business under a certain label or brand of the other.
- Or in which he/she as an agent mediates in commercial contracts for the account of the other party.
- ...
What are commercial cooperation agreements?
Commercial collaborations between entrepreneurs can take different forms: for example franchise, distribution, concession, commercial agency agreement, ... In each of these cases, one contracting party is given the right to a particular commercial formula of the other contracting party to use.
The most pronounced example is the franchise agreement, in which one contractor is given the right to purchase a commercial to be exploited according to the commercial concept of the other contractor. Consider, for example, operating a supermarket or gas station under a particular label where all branches have the same layout and look.
In each case, the pre-contractual information requirement under the contracting party (the franchisor, the principal, ... ). After all, the pre-contractual information obligation is primarily aimed at providing Inform the weaker contracting party on the merits before entering into cooperation.
What are the additional pre-contractual disclosure requirements?
The pre-contractual information requirement is not new: today, a principal must already at least one month before contract closing transfer a lot of information to the contractor in the form of a pre-contractual information document, including a draft agreement.
In this way, the legislator wants to take into account the less strong bargaining power of the contractor and making sure that those fully informed is about key provisions of the collaboration, the contract and its implications.
As of March 1, 2025, the legislation will be a bit more stricter and must provide the principal with certain clauses, identified as important contractual provisions, explicitly bring to the contractor's attention, such as, among others:
- The start-up costs or recurring costs such as marketing, computing, transportation, training at the contractor's expense and the terms and conditions of modification thereof;
- Obligations regarding the application of maximum prices;
- Restrictions on the use of intellectual property rights;
- Restrictions on access to rights to customer information to use;
- Restrictions on online sales and online promotion;
- Clauses relating to the lease of the business premises;
- The grounds for termination of the agreement and its financial implications.
What are the consequences for non-compliance?
Failure to comply with pre-contractual information obligations as a principal can result in legal consequences have.
In that case, the contractor has the right to terminate the commercial cooperation agreement to be annulled. This means that the agreement is deemed to have never been validly entered into, with the result that both parties are basically placed back in the pre-contract state.
Thus, failure to comply with disclosure requirements may lead to the lapse of all contractual rights and obligations.
What does this mean for you as an entrepreneur?
Be careful when you as a client enter into a commercial cooperation agreement with a contractor. It is important to have a well-developed pre-contractual information document, review and update this as appropriate.
Want to be sure of your piece? Then let our pro experts!
