Supplementary Terms – Franchisor Payment Services, Franchisor Remittance

Last Updated:  February 2022

These terms (Supplementary Terms) supplement the Payment Services – Terms of Service (Terms of Service). Capitalised terms used and not otherwise defined in these Supplementary Terms have the meaning given to them in the Terms of Service. Where referenced in an Order Form, these Supplementary Terms will be deemed to form part of the Terms of Service for the purposes of the Agreement.

1. The parties acknowledge that Client sells franchises to third parties (Franchisees) and that XPLOR may provide payments services similar to those contemplated herein to Franchisees pursuant to an agreement between XPLOR and each Franchisee on substantially similar terms to the Agreement (or such other terms as Xplor may stipulate from time to time) (Franchisee Agreement).

2. Without prejudice to any other provision in the Agreement, the parties acknowledge and agree that pursuant to the Franchisee Agreement:

(a) XPLOR will remit all payments that it collects from a Franchisee's customers on behalf of a Franchisee to Client in accordance with the Terms of Service (Franchisee Payments) and Client shall ensure that such Franchisee Payments are remitted to the relevant Franchisee; 

(b) the remittance of any Franchisee Payments to Client will extinguish the corresponding debt owed by XPLOR to Franchisee and once XPLOR has remitted the Franchisee Payments to Client, Client alone shall be liable to the Franchisee in respect of that Franchisee Payment; and

(c) XPLOR is acting under Client's instructions in remitting Franchisee Payments to Client. 

3. Client shall indemnify XPLOR against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by XPLOR arising out of or in connection with the remittance of any Franchisee Payment to Client.