Supplementary Terms – Franchisee Managed Services, Franchisee Payment Services

Last Updated:  March 2023

These terms (Supplementary Terms) supplement the Master Terms of Service and 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 and agree that Client's business is a franchise, access to which has been granted by the owner or licensor of the brand under which Client's business is run (Franchisor). Xplor has entered into an agreement on substantially similar terms to the Agreement with Franchisor and Franchisor's other franchisees in connection with Franchisor's and its other franchisees' use of the Services and access to and use of the Solution.   

2. The parties acknowledge that the Agreement is personal to the parties but that, in order to facilitate the effective running of Franchisor's franchise business, it is in Client's, Franchisor's and Xplor's interest that Xplor has the ability to take instructions from Franchisor in relation to the Agreement (and other agreements between Franchisor's other franchisees and Xplor).  

3. Client hereby: 

(a) grants Xplor the right to accept instructions and directions from Franchisor in respect of any aspect of the Agreement (Instructions), and represents and warrants to Xplor that it has granted Franchisor the right to provide such Instructions to Xplor; 

(b) acknowledges and agrees that, where Xplor accepts Instructions from Franchisor in connection with the Agreement that conflict with instructions or directions Client itself has given or gives to Xplor, the Instructions it receives from Franchisor shall prevail and Xplor shall have no liability under the Agreement or otherwise for any failure to comply with Client's conflicting instructions or directions; 

(c) grants Xplor the right to block or otherwise act in relation to payments processed by Xplor or through Xplor (by Stripe or another third party payment services provider) from Client's customers to Client on the basis of Instructions from the Franchisor, including (but not limited to) Instructions in respect of the deduction of any royalty or marketing fees to be paid to Franchisor;

(d) represents and warrants that it has granted Franchisor the right to enforce any terms of its agreement with Franchisor if any acts or omissions of the Client causes a breach of the Agreement;  

(e) represents and warrants to Xplor that Franchisor has the requisite consent to access and process any Client Personal Data and all applicable fair processing notices have been provided to the applicable data subjects; and 

(f) acknowledges and agrees that, where Xplor and Franchisor agree an amendment to the agreement between them, such amendment may (where applicable and appropriate) be carried through to the Agreement. 

4. Client agrees to indemnify, defend and hold harmless Xplor from and against all third party claims alleged or asserted against Xplor and all related fines, charges, damages and expenses arising as a result of: 

(a) any action that Xplor takes in accordance with any Instructions; and 

(b) Franchisor's access to, or instruction to Xplor in respect of, any Client Personal Data.