FRANCHISE AGREEMENT

Definitions
“FLT” means the concrete unpainted structure, including its floor, door, and roof.
“Franchise” means the Franchisor’s branding, squat plate, collection services, and all other affiliated services and/or products offered at the Franchisor’s discretion on lease to a Franchisee paying the stipulated monthly fee for the duration of this Agreement.
“Franchisor” means Fresh Life Sanitation Services Limited.
“Franchisee” means the lessee of the Franchise and the FLT.
“Term” means two (2) years from the date of launch of the Franchise and thereafter renewing automatically.

Service Fee
The Franchisee shall make timely and full payment of the service fee. Failure to do so gives the Franchisor the right to terminate this Agreement, retain all paid fees, repossess the FLT and Franchise, and be released from any obligations.
The service fee is non-refundable.

Location of the FLT
The Franchisee is responsible for identifying, selecting, and securing an authorized location within the designated area of operation, including obtaining approvals from local authorities at their own cost.
If authorization cannot be secured, the Franchisor may cancel installation, subject to forfeiture of the installation fee.
In cases requiring relocation (e.g., demolition threats or government request), the Franchisee must provide fourteen (14) days’ notice. The Franchisor will relocate the structure at a prescribed fee.

Assigning and Transfer of FLTs
The Franchisee may appoint an operator at their own cost but must notify the Franchisor to ensure required training is completed. The Franchisor is not liable for the operator’s actions or welfare.
The Franchisee may not transfer or assign the Agreement without prior written consent from the Franchisor.

Franchisor’s Obligations
The Franchisor will provide collection services, training, and a “business in a box,” which may include toilet accessories such as a handwashing stand, tank, and sawdust container.

Franchisee’s Obligations
The Franchisee shall:

• Operate exclusively at authorized locations and comply with all Agreement terms and legal requirements.
• Make timely service fee payments.
• Complete mandatory training before operating the Franchise.
• Ensure the FLT operates 24/7 once installed.
• Maintain all equipment in usable condition and return leased items when required.
• Obtain all required permits and comply with laws and health standards.
• Allow access for collection services, inspection, and evaluation.
• Address negative evaluations within seven (7) days.
• Not compete with or harm the Franchisor’s business, trademarks, or reputation.
• Not share confidential materials such as the operator’s manual.

Termination
The Franchisor may terminate the Agreement if:

• The Franchisee breaches terms and fails to remedy within seven (7) days.
• Operations cannot continue due to force majeure.
• A thirty (30) day notice is issued without cause.

Upon termination:

• The Franchisee must cease operations and use of trademarks.
• The Franchisor will repossess the FLT and related equipment.

Communications Consent
The Franchisee consents to the use of their name, biography, and image for marketing purposes. Consent may be withdrawn with thirty (30) days’ notice.

Safeguarding and Reporting
The Franchisor commits to safeguarding standards and professional conduct. Concerns must be reported within twenty-four (24) hours via designated channels and will be handled confidentially.

Data Privacy
Personal data will be processed in accordance with applicable data protection laws and used for service delivery, surveys, research, and related purposes.
Both parties must safeguard personal data and report breaches within seventy-two (72) hours.
The Franchisee may withdraw consent at any time.

Intellectual Property
All trademarks and intellectual property remain the property of the Franchisor. The Franchisee has no ownership rights and must not misuse them.

Amendments
The Franchisor may amend this Agreement at its discretion, provided notice is given before changes take effect.

Force Majeure
Neither party is liable for failure to perform due to events beyond their control, provided reasonable steps are taken to mitigate and notify the other party.

Indemnification
All risks pass to the Franchisee upon installation. The Franchisee indemnifies the Franchisor against claims, losses, or liabilities arising from operations.

Payment Obligations
The Franchisee shall not withhold payments unless expressly permitted in writing by the Franchisor.

Independent Relationship
The parties are independent contractors. No partnership, agency, or employment relationship exists.

Dispute Resolution
Disputes shall first be resolved amicably. If unresolved within twenty-one (21) days, they shall be referred to a competent court in Kenya.

Notices
Notices must be in writing and delivered personally, by registered post, or via agreed communication channels.

Miscellaneous

• The Agreement is governed by the laws of Kenya.
• It constitutes the entire agreement between the parties.
• Invalid provisions do not affect the rest of the Agreement.
• Delays in enforcement do not waive rights.
• Obligations that survive termination remain in effect.
• The Agreement binds successors and permitted assigns.