EOR Terms

Scope of Services:

1. Engagement of Resource: The Client may create an Engagement Request for the engagement of a Resource through the Platform by providing all necessary details of the Resource and their requirements, including Specified Jurisdiction, under the “Member Onboarding” section of the Platform. With respect to personally identifiable information of a Resource (as that term is used in data privacy law), the Client will provide only the Resource's name and contact information.
2. The Resource shall provide remote services to the Client from the Specified Jurisdiction as per their job description provided by the Client.
3. The standard Employment Contract will be generated on the Platform based on the Client’s request. Upon payment of applicable Fees as provided in the Order Form or these EOR Terms, Multiplier shall execute the Employment Contract with the Resource and onboard the Resource.
4. Upon onboarding, the Resource shall perform its duties under the directions and supervision of the Client. Any changes to the terms of employment shall be effective only when duly completed on the Platform, according to applicable law and approved by Multiplier.

Payment of Costs and Fees

1. Payment. The Client shall pay the Fees and Resource Expenses provided under this Section, and Resource Costs in relation to the employment of the Resource, as applicable. The Client shall be charged a fixed and non-refundable Service Fee against each Resource as consideration for the EOR Services being provided by Multiplier. The Service Fees shall be calculated based on the rates agreed in Order Form.
   For clarity, the following will apply with respect to EOR Service Fees stated in Order Form:
   1. The Service Fees will be chargeable for the entire month, regardless of the Resource’s date of joining, or date of termination.
   2. Service Fees will be chargeable for the month in which the Full and Final Settlement (“FnF”) of the Resource is processed.
2. Order Form. Unless the services are engaged through a Quotation, the Client shall enter into an Order Form and purchase one or more available slots (“Seat” or “Seats”) against which the Client can employ an actual Resource for the duration of the Order Form Term. The Fees for Seats are fixed, interest-free and non-refundable, regardless of their usage against an actual employed Resource. The Order Form Term for Seats must be a multitude of whole months, with the start and end date for the Order Form Term being the first and last day, respectively, of any given month. EOR Service Order Form Terms with partial months are not allowed. Where an Order Form Term ends prior to the termination date of a Resource, the Fees for EOR Services will revert to the default rates stated in the Order Form and/or Quotation.
   To clarify, each Seat:
   1. may only be used to employ one Resource at a time. For avoidance of doubt, a Seat shall become vacant and available for use against a new Resource on the day after the termination date of the current Resource occupying the Seat;
   2. are transferable between Resources of countries that would cost the same or lower as per the prices agreed in the Order Form and/or Quotation; and
   3. can be used to employ a Resource of a higher cost country, as per the Order Form and/or Quotation, by paying to Multiplier the difference in Fees for the remaining months of the Order Form Term, starting from the Resource’s month of joining.
3. Payment Processing Fee. Multiplier will charge Client a Payment Processing Fee each payroll cycle as stated on Multiplier’s Platform. Multiplier reserves the right to change the Payment Processing Fee at its sole discretion with notice to the Client.
4. Resource Cost. Subject to Clause 3 of the Agreement, these EOR Terms, and the Order Form and/or Quotation, the Client shall pay in advance on a monthly basis, the Resource Cost. “Resource Costs” includes, but is not limited to, all salary, bonuses, emoluments, benefits, social security contributions, statutory pay and taxes (both deducted and withheld), severance pay, gratuity, pension plans, and other such remuneration related to the employment of the Resource, as per applicable laws or agreement by Client. Resource Costs may also include any costs incurred by Multiplier to onboard and place the Resource in the Specified Jurisdiction or offboard the Resource, and any payments due to the Resource as a result of the termination of the Resource’s employment, as reasonably determined by Multiplier. In case of termination of employment of any Resource, the Client will be notified of the full and final payment due to the Resource as determined by Multiplier, including any settlement amount, notice pay, statutory dues and other payments that are due to the Resource as per the Employment Contract and the applicable laws. Additionally, Resource Costs reimbursable to Multiplier by the Client shall also include:
5. Resource Expenses. The Client shall reimburse Multiplier for all Resource expenses incurred by Multiplier. “Resource Expenses” includes (but is not limited to) any sums paid or payable in connection with the reimbursable expenses incurred by the Resource in the performance of their duties, upon the direction and prior approval of the Client.
6. Deposit. The Client shall pay Multiplier, prior to the execution of each Employment Contract, an interest-free, refundable security deposit (the “EOR Deposit”), which shall be calculated by Multiplier based on the Resource Costs, Service Fees, termination notice periods, any additional leaves and notice period days granted by Client, the Client’s credit standing, and other variables, as determined by Multiplier from time to time at its sole discretion. Multiplier may revise and the Client agrees to pay any revisions in the EOR Deposit based on changes in any such variables. The Client shall make payment towards the EOR Deposit upon creating an Engagement Request for each Resource, and Multiplier shall execute the Employment Contract with the Resource only after receipt of the EOR Deposit funds. This EOR Deposit amount shall be refunded to the Client within sixty (60) days from the last working day of the Resource, subject to receipt of all pending payments due from and payable by the Client; unless the Resource threatens to file or files a claim against Multiplier and/or the Client, in which case Multiplier shall be entitled to retain and use the Deposit until the dispute has been finally settled. Multiplier reserves the right to use the EOR Deposit in order to make timely payments to any of the Resources as well as to cover any liabilities associated with Resources. Client shall replenish the EOR Deposit upon Multiplier’s request.
   1. Single Resource Accounts only (to the extent applicable, the following will govern in a conflict between an Order Form Deposit terms and this Section.) This Section applies solely to accounts onboarding a single Resource.
      • Retention of Deposit: If a Resource is not onboarded within three (3) months from the date the order form is executed, Multiplier shall retain the deposit paid for that Resource. Multiplier shall hold this deposit for a maximum period of twelve (12) months from the date the Order Form is executed.
      • Utilization of Deposit as Credit: During the twelve (12) month retention period, the Client may apply the retained Deposit amount as a credit towards any of the following services offered by Multiplier: Employer of Record (EOR) services, Contractor of Record (COR) services, HR advisory services, or any Value Added Services.
7. Termination Accrual. Multiplier may require the Client to accrue and pay an amount intended to cover the potential statutory costs for severance, notice and/or any local equivalent additional cost associated with the termination of a Resource (“Termination Accrual”). The Termination Accrual may be charged on a periodic basis and will be determined by Multiplier exclusively based on the applicable statutory requirements and/or employment practices in the Specified Jurisdiction. Upon Client’s request, Multiplier shall provide reasonable supporting documentation. For the avoidance of doubt, the Termination Accrual is solely intended to address a specific cost associated with the termination of a Resource, such as notice and/or severance where required in accordance with the laws of the Specified Jurisdiction, and does not guarantee or cover the full costs associated with the termination of a Resource. The remaining part of the Termination Accrual, if any, shall be refunded to the Client within sixty (60) days from the last working day of the Resource, subject to receipt of all pending payments due from and payable by the Client; unless the Resource threatens to file or files a claim against Multiplier or the Client, in which case Multiplier shall be entitled to retain and use the Termination Accrual until the dispute has been finally settled.
8. Billing. Multiplier shall invoice the Client in a currency that is mutually agreed between Multiplier and the Client. The Client acknowledges that applicable payments including the Resource Cost and Resource Expenses will be made to the Resource by Multiplier upon receipt of the corresponding payment of both Service Fees and Resource Costs from the Client. Where the Client fails to make payments as per the agreed payment terms, Multiplier shall be entitled to enforce interest penalties on such unpaid invoices or initiate immediate termination of all Resource employed pursuant to these EOR Terms and the Agreement, or both. Notwithstanding any other right or remedy available to Multiplier in law and these EOR Terms and the Agreement, Multiplier shall utilize the Deposit to make payments which become due and payable to the Resource.

Additional Client Warranties.

1. It shall follow the processes laid down in the Employment Contract, and provide reasonable assistance to Multiplier to ensure compliance with the Employment Contract and shall not do anything which would cause Multiplier to be in breach of the Employment Contract.
2. The Resource shall be provided a safe work environment as per applicable law, and the Resource will not be engaged or involved in any illegal and/or unethical activity on behalf of, or under the direction of, Client.
3. In the event that the Resource commits any crime or engages in any activity that results in it being impossible for Multiplier to continue their employment under the Employment Contract, Multiplier shall have the right to immediately terminate the Employment Contract, and if warranted, these EOR Terms and Agreement, upon written notice to the Client. The Client shall promptly settle all outstanding payments due to Multiplier up to the termination date and shall be responsible for any costs associated with the offboarding process, including but not limited to offboarding administrative expenses (including as applicable, but not limited to, costs, expenses related to return of assets, document filing per applicable local laws, mediators, vendors, lawyers appointed for completion of severance) fines, legal costs, and any other expenses incurred as a result of the Resource’s actions.

Obligations.

1. Multiplier obligations
1. Multiplier will comply with applicable laws and regulations governing the engagement of and payment to the Resource.
2. To the extent applicable, Multiplier will, on behalf of the Client and upon receipt of Client’s instructions, be responsible for: (i) conducting onboarding of Resource; (ii) managing the employment of the Resource and all statutory compliance related thereto, including payment of salaries, wages and other benefits as per the applicable laws; (iii) determining and directing the termination of employment and all related claims of the Resource (at the cost to the Client) and (iv) payment, withholding and transmitting taxes/statutory payments related to the Resource’s employment, as per applicable law.
3. Multiplier will request Resource to comply with Client’s policies and guidelines provided such policies and guidelines are compliant with applicable laws and any internal policies of Multiplier.
2. Client obligations
1. Unless otherwise agreed, Client shall be responsible for conducting onboarding related due diligence, including, but not limited to, background verification of the Resource. The Client shall be solely liable for any losses or damages incurred due to errors, omissions, inaccuracy in such due diligence, irrespective of its approval or acceptance by Multiplier. Multiplier shall not be liable to Client for any delays, defects, or shortcomings in Services due to such errors, omissions, inaccuracy by the Client. Client shall provide all relevant information and documents to Multiplier relating to onboarding due diligence and background verification of the Resource. Multiplier will conduct a basic identification check. Notwithstanding the obligations of Client herein, Multiplier may, at its sole discretion, conduct its own onboarding due diligence of a Resource. Each individual Employment Contract shall be subject to Resource successfully passing any such due diligence .
2. The Client shall provide all relevant information and documents to Multiplier for Client due diligence and verification, including without limitation, Client’s incorporation certificate and such other documents as may be required by Multiplier to conduct a background verification and to establish the Client’s financial stability and credibility. The Agreement and these EOR Terms shall be subject to Client successfully passing know-your-client protocols.
3. The Client shall provide all relevant information and documents to Multiplier for the performance of the Services, including without limitation, the information required under the applicable Engagement Request. Client is solely responsible for penalties, interest, fees, and all other consequences arising out of Client providing untimely and/or inaccurate data necessary for Multiplier to on-board the Resource and/or process payroll.
4. Client agrees not to pay any wages or salaries directly to any Resource without prior written approval from Multiplier. Client acknowledges and also agrees it will notify Multiplier prior to granting any equity or equity-based compensation or incentives (including, but not limited to stock options, stock units, or stock appreciation rights) to the Resource, in any form, and regardless of value or amount contributed by Resource toward such compensation. Where such equity-based compensation is granted without notification to Multiplier, and such grants result in additional reporting, withholding, and any other taxes, fees, or penalties Client will pay such additional amounts. In addition, if Client and Multiplier have not entered into a separate ESOP service arrangement, or Client is directly granting such equity-based compensations which results in additional compliance obligation for Multiplier under local laws, Multiplier shall charge, and the Client agrees to pay, fees as determined by Multiplier at its sole discretion, for executing such additional compliances. Multiplier requests such prior notifications to ensure that as the legal employer of the Resource, Multiplier remains in compliance with local labor laws and regulations. If Client wishes to make equity-based compensation through Multiplier to the Resource, the Parties will enter into an arrangement for such ESOP services.
5. The Client shall comply with all applicable laws and the provisions of the applicable Employment Contract during the term of Resource’s employment (especially in relation to payments to be made to the Resource and termination of employment). The Client shall also cooperate with and provide reasonable assistance to Multiplier to ensure compliance with all applicable labor and employment laws, including, but not limited to, wrongful and/or unjustified termination, violations of applicable health and safety policies, workplace or sexual harassment, whistleblower complaints, discrimination and/or equity concerns, wrongful and/or unjustified suspension, wrongful and/or unjustified redundancy, issues of joint employment, reclassification of an Resource, alterations to employment terms that adversely impact the Resources rights, overtime pay, bonus, and/or commission payments.
6. The Client shall immediately inform Multiplier of the resignation of a Resource. In case of any delays in notification, the Client is obliged to pay for any overpayment of Resource Costs.
7. The Client shall be solely responsible for day-to-day supervision, direction, and control of the Resource. Upon Client’s request or to the extent necessary as per applicable laws, Multiplier may cooperate with the Client and/or take necessary steps in the event the services of a Resource are to be suspended or any sanctions are to be imposed. Client acknowledges that Multiplier shall neither directly nor indirectly be liable or responsible for services and deliverables provided by the Resource to the Client, or any actions or inactions of the Resource.
8. Where specific territory, industry, sector laws and regulations, mandatory training obligations or Client specific requirements apply to the services and role which the Resource will perform or fulfill, the Client will ensure that the Resource is compliant with such requirements.
9. ​​Where Multiplier arranges or administers any private health insurance or other employee benefit coverage for a Resource, including coverage in excess of statutory minimums in the applicable Specified Jurisdiction, the associated premiums may be invoiced on an annual or other aggregated basis as determined by Multiplier to achieve an economy of scale and favorable pricing for Client, irrespective of the billing or reimbursement practices of the underlying provider. All such amounts shall be final and non-refundable, including in the event of termination or cessation of employment for any reason, Multiplier shall have no obligation to credit or pass through any refunds, rebates, or recoveries received from third-party insurers or benefits providers in connection therewith.
10. Client agrees to pay all costs arising from termination of any Engagement Request under these EOR Terms and the Agreement. The Client agrees to pay promptly all Fees and expenses invoiced by Multiplier. Client shall not make any payments relating to the Agreement or applicable Engagement Request directly to the Resource.
11. Client shall be liable for any additional costs, duties, penalties, and losses arising from Client’s failure to comply with the obligations described in this Section 4.

Resource Termination

1. Client may terminate a Resource by following the termination process provided by Multiplier for the Specified Jurisdiction and the obligations set forth in this Section. It is hereby clarified that the Client shall not directly communicate, verbally or in writing, regarding the termination of the Employment Contract of any Resource to the Resource without first consulting with Multiplier on the process and terms of termination. Multiplier will provide the next steps to be taken to coordinate such termination. If required, Multiplier will inform the Client about the timing for notifying the Resource about the termination. Any legal fees, administrative fees, costs, penalties, or damages incurred for wrongful termination arising out of the actions or inactions of the Client shall be borne by the Client. In addition, if Client breaches this Section 5.1., the Client will be invoiced a penalty fee equal to the total of 15% of the full and final invoice.
2. Terminations based on redundancy or business reasons are unlikely to be possible in the Specified Jurisdiction, as the Multiplier entity would most likely have to prove that it is facing financial difficulties or meet highly complex local requirements in order to carry out the termination. In such cases, Multiplier will move forward with a mutual separation to offboard the Resource. Such terminations may involve payments above the statutory minimum severance, depending on negotiations with the Resource.
3. Multiplier will require a thirty (30) day lead time to process a termination request, not inclusive of any notice owed to the Resource under applicable employment law.
4. Warning letters, probation extensions, performance improvement plans (PIP), etc., must be sent through Multiplier; therefore, the Client will refrain from issuing any such documents directly to the Resource and will contact Multiplier to have these documents prepared in coordination with Client and issued to the Resource in a manner compliant with applicable law.
5. Client shall be solely liable for all accrued employment rights, entitlements, and statutory benefits arising from any and all periods of prior service performed by the Resource for the Client, any Client Affiliate, or any third-party provider engaged by or on behalf of the Client, irrespective of whether such prior service was undertaken as an employee, contractor, consultant, or under any other classification or engagement model. The Client’s liability under this clause applies automatically upon the commencement of the Resource’s engagement under the Employment Agreement and includes all rights arising under the employment legislation of the Specified Jurisdiction.
6. In case the Client intends to terminate an Resource, the Client will notify Multiplier in accordance with this Section. The notice shall specify the cause and all necessary facts related thereto, the date and time of events related to the cause, date and copy of notice(s) (such as warning letters, performance improvement plan, show-cause notices, disciplinary actions, etc.) issued to the Resource, as well as all evidence, whether documentary or otherwise, related to the cause. Upon receipt of the notice and all necessary documents to its satisfaction, Multiplier will inform the Client of the process and timeline for termination applicable to the cause as per the applicable laws of the Specified Jurisdiction. The Client shall promptly provide Multiplier with all confirmations, instructions, information, and cooperation required to effect the termination of the Resource and the corresponding Employment Contract in accordance with the termination process and statutory timeline applicable in the Specified Jurisdiction. If Client breaches any provision under this Section such that Multiplier must proceed with the termination of a Resource or Client is unwilling to reasonably cooperate with Multiplier, Multiplier will assume control of the termination and shall have authority to terminate at its discretion, as well as settle any claims or threatened claims arising from the termination at Client’s sole expense.

Additional Terms to the Agreement

1. Termination
   1. Order Form Refunds. Unless the Services are engaged through a Quotation or unless otherwise stated in the Order Form, Fees are chargeable and owed to Multiplier for Services purchased by the Client for the entire duration of the Order Form, regardless of usage. Consequently, any Fees billed in advance for a portion or the whole of the Order Form Term will be non-refundable, except where the Client terminates this Agreement for cause under Clause 10.2.1, in which Client may be refunded the unutilized portion of the Order Form Term. In the event of termination of the Services prior to the expiration of the Order Form, all unbilled Fees for the remaining portion of the Order Form Term will be invoiced by Multiplier to the Client and will become due and payable immediately.
   2. Multiplier may terminate a Resource with immediate effect if a Resource fails to pass the background verification and onboarding-related due diligence as set forth in these EOR Terms. For the avoidance of doubt, in such case Client will bear the full costs of termination and Multiplier, at its sole and reasonable discretion, terminate the Resource by any legal means available, including but not limited to termination on the basis of the background check results.
   3. Bulk Termination of Resources: Clients that request to off-board all Resources in one (1) Specified Jurisdiction or more than five (5) Resources in more than one (1) Specified Jurisdiction shall provide at least sixty (60) days' notice to allow Multiplier ample time to process such terminations.
   4. Effects of Termination. Upon termination of this Agreement or any Resource , the Client shall pay Multiplier for all Services rendered through the date of termination, including but not limited to the complete monthly Fees, Resource Costs, Resource Expenses, and any other billable expenses. Client will also pay all legal fees, administrative fees, costs and expenses arising out of or related to the termination of a Resource, including without limitation, pay in lieu of notice/early termination penalty, settlement dues or claims, additional statutory payments as per applicable laws, costs related to procurement or return of any Client material, data, equipment, or devices.

Indemnity

1. Multiplier shall defend and indemnify the Client, including its parents, subsidiaries, Affiliates, successors, and their directors, officers, employees, agents and representatives, against any third-party claims, including fines, penalties, interest and court costs (and reasonable attorney fees), arising out of claims made by the Resource/ Employee towards non-payment of wages, taxes, expenses and other statutory dues, provided the Client can sufficiently evidence that Client has made the payment and cleared all dues (against which the claim has been raised) prior to the date of such claim.
2. Client shall indemnify and defend Multiplier for any direct, indirect, incidental, consequential, or other damages of any type or nature arising out of or in connection with Client’s failure to fulfill their obligations related to taxable activities in compliance with Applicable Laws. The Client acknowledges and accepts responsibility for any permanent establishment (PE) risk, as well as any consequential liability or damages (the “Tax Risk”), associated with a jurisdiction from where the Services are being provided or from where the Resources have been engaged under this Agreement. Client shall indemnify and hold Multiplier harmless against any such risk or liability. Multiplier recommends that the Client obtains their own tax advice on the Tax Risk. For the avoidance of doubt, the foregoing indemnity shall not apply to damages directly caused by Multiplier acts or omissions.
3. Client shall defend and indemnify Multiplier, including its parents, subsidiaries, Affiliates, successors, sub-contractors and their directors, officers, employees, agents and representatives, against any third-party (including a Resource) claims, including fines, penalties, interest and court costs (and reasonable attorney fees), arising out of: (i) non-payment of any benefits, offerings or other entitlements promised by Client to the Resource(s); (ii) Client’s failure to comply with the applicable laws including without limitation for past Resource’s service, violations committed by employees or any person working under the control or direction of the Client or any third party; (iii) breach of any obligations set forth in this Agreement, any Order Form or Quotation and/or the applicable Engagement Request; (iv) any action, inaction or misconduct of the Resources while performing or providing services to the Client; and (v) any harm suffered by Resources caused by any acts or omissions of the Client, each of their respective parents, Affiliates, subsidiaries, directors, officers, agents, representatives, and employees, and/or any third parties.
4. Notwithstanding anything to the contrary herein, the Parties acknowledge that under no circumstances shall Multiplier be responsible or otherwise liable under this Agreement and any applicable Order Form or Quotation for any damage, claim, cost, or lawsuit made by, or suffered by, the Client which arises from: (a) any action, inaction, or misconduct of the Resource; (b) any breach of applicable laws or regulations by Resource in connection with the provision of the services to the Client; or (c) any breach by the Client of its obligations provided under this Agreement or any applicable Order Form or Quotation.

Warranty.

Compliance of Laws.

1. Client acknowledges and agrees that when providing services under and pursuant to any Engagement Request, the Resource's engagement will be governed by the laws of the Specified Jurisdiction.
2. Client acknowledges and agrees that it shall be solely responsible for compliance with all laws applicable to (a) the worksites where the Resource is expected to work; and (b) any tasks and the performance of such tasks assigned to the Resource, including, but not limited to, workplace health/safety laws, laws related employees’ rights, torts, labor laws and medical/family caregivers’ leave laws. The Client shall also be solely responsible for compliance with all collective bargaining agreements with respect to all worksite(s) where the Resource will work as per the terms of this Agreement.

Personal Data.

1. Data Protection Laws: means to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data and to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Multiplier or the Client is subject, which relates to the protection of personal data.
2. Obligations as Joint Controllers.
   1. The Parties acknowledge that for the purposes of the Services with regards to shared personal data, both Parties act as joint data controllers and both Parties shall at all times during this Agreement comply with their obligations as joint data controllers, the rights of data subjects and all other requirements of applicable Data Protection Laws.
   2. The Parties have determined that the sharing of shared personal data under this Section is necessary to among other things permit Multiplier and Client to achieve the agreed purposes as per this Agreement and the Parties shall not process the shared personal data for any purpose or in any way that is incompatible with the agreed purposes.
   3. Where the Parties are sharing personal data as joint data controllers for the purposes of the Services they shall:
      1. ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the shared personal data for the agreed purposes;
      2. give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred;
      3. process the shared personal data only for the agreed purposes;
      4. not disclose or allow access to the shared personal data unless for the permitted purpose of carrying out this Agreement;
      5. ensure that any permitted recipients of personal data are subject to written contractual obligations concerning the shared personal data including obligations of confidentiality which are no less onerous than those imposed by this Agreement;
      6. ensure that it has in place appropriate technical and organizational measures reviewed and approved by the other Party, to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
   4. Each Party shall assist the other in complying with applicable Data Protection Laws. In particular, each Party shall:
      1. promptly inform the other Party about the receipt of any data subject rights request;
      2. provide the other Party with reasonable assistance in complying with any data subject rights request;
      3. not disclose, release, amend, delete, or block any shared personal data in response to a data subject rights request without first consulting the other Party wherever possible;
      4. assist the other Party, in responding to any request from a data subject and in ensuring compliance with its obligations under applicable data protection law with respect to security, personal data breach notifications, data protection impact assessments and consultations with the data protection regulators;
      5. notify the other Party without undue delay on becoming aware of any breach of applicable data protection law;
      6. at the written direction of both Parties, delete or return shared personal data and copies thereof on termination of this Agreement unless required by law to store the shared personal data;
      7. use compatible technology for the processing of shared personal data to ensure that there is no lack of accuracy resulting from personal data transfers;
      8. maintain complete and accurate records and information to demonstrate its compliance with this Section.
      9. provide the other Party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of applicable data protection law, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the Parties' compliance with applicable Data Protection Laws.
3. International Transfers under the UK / EU Data Protection Laws
   1. “Standard Contractual Clauses” means (i) where the EU GDPR applies, the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 available at: href https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX%3A32021D0914&locale=en (“EU SCCs”) and (ii) where the UK GDPR applies, the “International Data Transfer Addendum to the EU Commission Standard Contractual Clauses” issued by the Information Commissioner under s.119A(1) of the Data Protection Act 2018 (“UK Addendum”).
   2. Restricted Transfers: Either Party may process the personal data outside the UK/EEA under the following conditions: (a) either Party processes the personal data in a territory which is subject to adequate regulations or decisions under the Data Protection Laws that the territory provides adequate protection for the privacy rights of individuals; or (b) either Party participates in a valid cross-border transfer mechanism under the Data Protection Laws to ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Data Protection Laws (Article 46 of the UK GDPR and EU GDPR).
   3. If any personal data transfer between the Client and Multiplier is a restricted transfer that requires implementation of SCCs (or other compliance agreements as determined by law) to comply with the Data Protection Laws the Parties will complete all relevant details in and execute SCCs or its equivalent and take all other actions required to legitimize the transfer.
   4. Multiplier may adopt an alternative data transfer mechanism (including any new version of or successor to the SCCs or alternative mechanisms adopted pursuant to Data Protection Laws (“Alternative Transfer Mechanism”), so long as the Alternative Transfer Mechanism complies with Data Protection Laws and extends to the territories to which personal data is transferred on behalf of the Client. Client agrees to execute documents and take other reasonably necessary actions to give legal effect to such Alternative Transfer Mechanism.
4. Data protection obligations (not UK GDPR or EU GDPR)
   1. Both Parties shall ensure compliance with applicable data protection legislations which relates to the jurisdiction(s) of the Parties at all times during the term of this Agreement.
   2. Notwithstanding Section 10.4.1 both Parties under applicable data protection legislations shall for this agreement assume the role of “joint controller” or its equivalent meaning under applicable data protection legislation to denote the data protection roles and responsibilities of the Parties.
   3. Both Parties may submit and highlight to one another additional information pertaining to such data protection legislations pursuant to Section 10.4 which may impact the Parties.