SUPPLEMENTARY TERMS – FRANCHISEE PAYMENT SERVICES, FRANCHISEE 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. Without prejudice to any other provision in the Agreement, the parties acknowledge and agree that:

(a) 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);

(b) Client expressly authorises XPLOR to remit all payments that it collects from Buyers on behalf of Client to the Franchisor (Franchisee Payments);

(c) the remittance of any Franchisee Payments to Franchisor will extinguish the corresponding obligation owed by XPLOR to Client and once XPLOR has remitted the Franchisee Payments to Franchisor XPLOR shall have no further liability in respect of such remittance and/or Franchisee Payment; and

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

2. 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 Franchisor.