SUPPLEMENTARY TERMS – FRANCHISOR MANAGED SERVICES, FRANCHISOR PAYMENT SERVICES
Last Updated: March 2023
These terms (Supplementary Terms) supplement the Managed Services – 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 sells franchises to third parties (Franchisees), as part of which Client provides Franchisees with management and other services, and Franchisees run businesses using Client's brand. As well as providing Services and access to the Solution to Client pursuant to the Agreement, Xplor will enter into agreements on substantially similar terms with Franchisees in connection with the 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 Client's franchise business, it is in Client's, Franchisees' and Xplor's interest that Xplor has the ability to take instructions from Client in relation to the agreements between Xplor and Franchisees.
3. Client represents and warrants to Xplor that:
(a) it has all requisite power and authority to provide directions and instructions to Xplor in respect of Xplor's agreements with Franchisees (Instructions) (including where such Instructions conflict with instructions or directions a Franchisee itself has given or gives to Xplor);
(b) notwithstanding the generality of paragraph (a), it has the right and all necessary permissions to issue Instructions to block or otherwise act in relation to payments from Franchisees' customers to Franchisees processed by Xplor or through Xplor (by Stripe or another third party payment services provider) including (but not limited to) Instructions in respect of the deduction of any royalty or marketing fees owed to Client;
(c) it has the requisite consent to access and process any personal data arising in connection with agreements with Franchisees (Franchisee Data) and all applicable fair processing notices have been provided by Client and/or the applicable Franchisee to the applicable data subjects;
(d) it shall use its best endeavours to ensure that all Franchisees comply with the terms of their agreements with Xplor; and
(e) it shall actively enforce any terms of its agreements with each Franchisee if the acts or omissions of such Franchisee put it in breach of any term of its agreement with Xplor.
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) Client's access to, or instruction to Xplor in respect of, any Franchisee Data.