Franchise Agreement – Zi Life Boutiques

Zi Life Boutiques is an Australian owned and operated fashion brand specializing in manufacturing affordable designer clothing and swimwear – and complies with the Australian Franchising Code of Conduct, which was updated as of April 1, 2025.

The terms and conditions required for a franchising agreement are listed below.

1. Grant of Franchise

• License Rights: The franchisor grants the franchisee a non-exclusive license to use the Zi Life brand, including its trademarks, logos, tags, proprietary designs (created by Australian and Vietnamese experts), and business system.
• Location: The franchise can only operate as a ‘physical store’ located in the residential suburbs and or CBDs of Sydney, Melbourne, Canberra, Perth, Hobart and Darwin in Australia. Stores need to be set apart by suburb so that stores are not duplicated in the same suburb or CBD. Country towns with populations of 50,000 or more can be considered on an individual basis.
• Online stores: No Franchise can operate an online store and sell Zi Life products without the exclusive permission of the parent company.
• Social Media: Franchises can adopt their own local social media presence using Zi life products, but all posts need to tag back to the parent site (e.g. Instagram, Facebook) and official website.
• Selling price: The recommended retail price (RRP) of all Zi Life products should mirror those same prices as advertised on the official website. Franchisees are able to set their own discounts as stated within their own promotional campaigns.
• Ordering: Zi Life Boutiques design and manufacture their own collections. Domestic ordering of stock - at the capacity of 2-4 boxes - can be received by the franchisee within 5 working days. Larger orders of 8-12 boxes (palette) can take between 10-15 working days. Seasonal orders of multiple collections should be done well in advance (6-8 weeks). Shipping in Australia is paid by the Franchisee.
• Wholesale: The franchisee orders direct and buy our products at wholesale prices which are normally set 60% or lower than the recommended retail price (RRP). Higher volume orders do attract greater savings, as negotiated with the parent company. Payments must be made in advance with a 50% deposit made at order to cover - production, admin and supply costs. The balance owing is then paid prior to shipping domestically.
• Tags, Labels & Stationary: The parent company will supply all tags, product labels and printables relevant to the sale of each product. Bar coding is not included in this agreement.
• EFTPOS: The franchisee is responsible for the installation of its own EFTPOS machine and requires setting this up within the confines of its own ABN and business entity declaring its business inclusive of an official Zi Life franchise.

2. Term and Renewal

• Duration: The standard term of the franchise is 5 years.
  Shorter terms of 1,  2 or 3 years can be negotiated at higher franchise fees.
• Renewal: We would expect that our franchisees experience good trading over the term. Extending the franchise agreement is subject to sales performance and the state of the business relationship. The notice period for renewal is 30 working days. At that time a  new renewal fee is negotiated as adjusted to CPI.

3. Financial Obligations

• Initial Franchise Fee: A one-time, non-refundable, 5-year franchise fee of $5,000 is due upon signing the agreement. Shorter terms incur higher fees – 1 year $2,500, 2 years $3,000, 3 years $4,000. * Note - These rates pertain to those franchises established between Jan 1^st,  2026 – Dec 31^st, 2026.
• Monthly administration fee:  The monthly administration fee is fixed at $640 per month which covers – coordination of services and communications, record keeping, print materials circulation and other minor business tasks. This fee may be increased if the administration services required exceeds 10 hours per month.
• Set Up: Zi Life has extensive experience in setting up its stores and can project manage an affordable shop Fit Out to reduce labour costs. Based on a floor plan of 60 sqm, the fixed cost of a standard fit out is $6,000. This includes installation of wall and floor racks, construction of a POS counter and change rooms. The franchisee is responsible for all secondary Fit Out work. This includes – any painting, floor upgrades, lighting and electrical work. As well the franchisee is responsible for the cost of - mirrors, furniture, mannequins, signage, lock and security systems. Should the franchisee require assistance on these secondary Fit Out jobs, the franchisor can arrange for sub-contractors to carry this work out to standard at cost covered by the franchisee.
• Lease: The franchisee is solely responsible for any shop lease agreement signed with its landlord. This includes cost of insurance and outgoings.
• Marketing & Promotions:  The franchisor will provide a centralised marketing and promotion campaign limited to its website and official social media channels, which can be adopted in store by the franchisee by choice. Local printing of posters and signs is paid by the franchisee. Logos and images are supplied by the franchisor. Should the franchisor and franchisee collectively expand its reach and sales volume Billboards, and other channels will be explored, and funded co-jointly suited to that location.

4. Set Up, Operations and Standards

• Set Up: Zi Life stores all follow a standard design and layout. Wall & floor racks and fixtures, point of sale and furniture follow a similar design and fit out template. The parent company will assist is the design and construction of the fit out
• Operations Manual: The franchisee must adhere to the Zi Life Operations Manual, covering inventory management, maintenance, and customer service standards.
• Operating Hours: The boutique must typically adhere to standard hours (e.g., Weekdays 9:00 am – 5:30 pm).

5. Training and Support

• Initial Training: Training for the franchisee and staff on the brand’s "classic elegant" fashion philosophy and sales techniques is mandatory. This can be done face to face or via video conference.
• Ongoing Support: Franchisee support is provided within the monthly administration plan.

6. Termination and Cooling-Off

• Cooling-Off Period: Under 2025 Australian law, a franchisee has 14 days after signing to terminate the agreement and receive a refund (minus reasonable expenses).
• Termination for Breach: The franchisor must provide written notice of any breach and allow the franchisee 30 days to fix it before terminating the agreement.
• Particular Grounds: Immediate termination may occur in extreme cases, such as insolvency or abandonment of the boutique.

7. Sale or Transfer

• Consent to Sell: A franchisee must obtain written consent from Zi Life to sell the business; this consent cannot be unreasonably withheld.
• Transfer Fee: An assignment or transfer fee may be required to cover the franchisor's costs.

8. Dispute Resolution

• Process: Mandatory procedures (often including mediation) for settling disputes between the franchisor and franchisee as required by the Code of Conduct.

9. Post-Termination Obligations

• Restraint of Trade: Prevents the former franchisee from operating a similar fashion boutique within a certain distance for a specified period after the agreement ends.
• Intellectual Property: Immediate cessation of the use of Zi Life trademarks and proprietary materials.

CONTACT 
Paul Unsworth - Company Director
Email - info@zilife.com.au
Phone - 0416 633 127