Xplor will provide Permitted Users with access to the Solution, subject to each Permitted User generating a unique username and password. It will be the responsibility of Client to ensure that the Permitted Users keep their usernames and passwords secure and confidential at all times and Client will promptly notify Xplor of any actual or suspected unauthorised disclosure.
Xplor will permit Client’s third-party representatives, on reasonable notice during normal business hours and at Client’s expense and subject to appropriate confidentiality obligations, to inspect all Records for the sole purpose of auditing Xplor’s compliance with its obligations under Clause 11.1. Such audit rights may be exercised only once in any calendar year during the term of this Agreement.
Xplor or third parties may make third party content, data, software or other functionality available through or in conjunction with the Solution or otherwise in connection with using the Services (Third Party Services). Third Party Services are not Services or part of the Solution Functionality and Xplor makes no warranties of any kind in respect of Third Party Services or other non-Xplor products or services, whether or not they are provided by an Affiliate, compatible with the Solution or otherwise designated as "recommended" or "approved" by Xplor. Any procurement, access or use by Client of a Third Party Service, and any exchange of data between Client and the provider of such Third Party Service, is solely between Client and such provider. Without prejudice to any restriction in this Agreement, if Client enables or installs any Third Party Service for use with the Solution or Services, Client agrees (and confirms that it has the right, power and authority to agree) that Xplor may allow the provider of the Third Party Service to access Client data (including Client Personal Data) as required for the interoperation of that Third Party Service with the Solution, and Xplor is not responsible for any disclosure, modification or deletion of such data resulting from such access. Xplor may restrict or disable access to any Third Party Services that are made available through the Solution or the Services without notice and for any reason, including if the provider ceases to make it available. Client’s use of Third Party Services:
Xplor may, on written notice to Client, charge, assign, novate, or otherwise transfer any of its rights or obligations under this Agreement without consent, provided such action will not, in Xplor’s reasonable opinion, cause detriment to Client.
Xplor will keep at its normal place of business, such records as required by Applicable Law (whether in electronic form or hard copy) relating to its processing of Client Personal Data (Records).
Xplor. Attention: Chief Commercial Officer with a copy to The Legal Department Address: Registered office as set out in Order Form Email: xxxxxxx.x@xxxxxxxxxxxx.xxx.xx with a copy to xxxxx@xxxxxxxxxxxxxxxxx.xxx Client Attention: Client Address: Registered office set out in Order Form Email: As set out in Order Form
Xplor may exercise any of its rights under clause 9(c) if:
Xplor will record the Transactions in the Client Portal. Client is responsible for maintaining its own records related to Transactions, and for reconciling its records against the Client Portal. Client must notify Xplor promptly (and, in any event, no later than 10 Business Days) after any unauthorised, incorrect or disputed entry is entered in the Client Portal. Following the expiry of this 10 Business Day period, the entries in the Client Portal will be deemed agreed.
Xplor will value date and credit the Client Portal with the value of a Card Transaction on the day on which successful Card Capture in respect of that Card Transaction occurs. Xplor will hold Card Settlement funds in a Client Payments Account. To the extent that funds are not actually received, Xplor will reverse the value date and credit in respect of the relevant Card Transaction on the Client Portal. Xplor is only obliged to remit funds relating to a Transaction subject to receipt of the funds relating to the relevant Card Transaction.
Xplor will Remit in the Agreed Currency to the Client Bank Account the value of any Card Settlement funds (less any Permitted Deductions and/or Xplor Payments) due in respect of Card Transactions permitted under this Agreement promptly following Card Settlement or, (if invoked) upon the expiry of any period of deferral invoked by Xplor. Such Permitted Deductions/Xplor Fees are owed to Xplor immediately at Card Settlement.
