Multiplier terms and conditions (EOR, COR and Payroll)
These terms (the "Product Terms") govern the supply by Multiplier Technologies Pte. Ltd., having registration number 202020851R and registered office at 8 Marina View, #42-01, Asia Square Tower 1, Singapore 018960 and its Affiliates ("Multiplier") of its Employer of Record, Contractor of Record and Payroll Management services ("Services") to the client identified in the applicable Order Form or Quotation and its Affiliates (the "Client"). These Terms become binding on the Client when the Client enters into an Order Form or a Quotation that references these Terms.
Client and Multiplier are also referred to under this Agreement individually as a “Party” and together as the “Parties”.
The Terms are organized in five modules:
- Order Form Terms, which apply only when an Order Form is in place;
- General Terms, which apply to all Services;
- EOR Terms;
- COR Terms; and
- Payroll Management Terms.
The General Terms and the Service-specific Terms shall apply by default and be jointly referred to as the “Product Terms”. The Order Form Terms apply and take precedence over the other modules only when the Client and Multiplier have entered into an Order Form.
Defined terms are listed at the end of these Product Terms. Multiplier may update these Product Terms from time to time upon thirty (30) days’ written notice to the Client. The version in force on any given date is the version published at this website on the date of the Order Form or Quotation.
Order form terms and conditions
- Legal Framework. The Order Form (the “OF”) is governed by these terms (“OF Terms”) and by the Product Terms (“Product Terms”) executed by Multiplier and the Client (“Client”). All defined terms shall have the same meaning as those in the Product Terms, unless otherwise defined in the OF or in these OF Terms. In case of any conflict, the descending order of precedence shall be as follows: (i) the OF, (ii) these OF Terms and (iii) the MSA.
- Fees. For the purpose of the OF, “Total Service Fees” shall refer to the total committed Service Fees (which exclude any pass-through fees payable to Resources, Contractors and/or Employees) that the Client is obligated to pay to Multiplier for the provision of the Services as described in the OF or in the Product Terms. For clarity, the OF only displays Service Fees, without prejudice of any other fees payable under the MSA.
- Auto-renewal and Renewal Pricing. The OF shall take effect on the OF Start Date and shall remain in effect for the total Order Form Term defined in the applicable OF (“Initial Term”), and shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term”) at the end of the Initial Term, unless either Party provides the other with written notice of non-renewal at least ninety (90) days prior to the end of the then-current OF Term. The Order Form may auto-renew under this clause up to a maximum cumulative duration of five (5) years from the OF Start Date, after which a new Order Form shall be required to continue the Services. Upon commencement of each Renewal Term, all Service Fees shall reset to Multiplier's then-current standard list price for the applicable Services, and all discounts, credits, promotional pricing, free-period concessions, and other concessions reflected in this Order Form shall apply solely to the Initial Term and shall not carry forward. Multiplier reserves the right to increase its then-current standard list price for any Renewal Term by up to seven percent (7%) over the list price applied in the immediately preceding term, provided that Multiplier shall give the Client written notice of any such increase at least ninety (90) days prior to the start of the applicable Renewal Term.
- Commitment. In consideration of and subject to the application of the Fees set forth in the OF, Client hereby commits to pay the total of Fees during the full OF Term (“Commitment”) in accordance with the Billing Term. Client shall remain bound to its Commitment regardless of usage and any unused funds shall not roll over to the following year of the Order Form Term.
- Reallocation of Services Where Client has a reasonable business need to reallocate or substitute the products or services set out in an OF during its OF Term, Client may do so by (a) providing Multiplier at least thirty (30) days' prior written notice and (b) entering into a new OF that supersedes the original. The new OF must have a Total Value equal to or greater than the original OF and takes effect prospectively only. Pre-paid Fees for services scheduled after the new OF's Start Date shall not be refunded; instead, they shall be credited against the new Total Value and remain available for use on the Platform.
- Additional Seats. In the event that the Client wishes to add seats for additional Resources, Contractors or Employees under an existing OF, the Client may do so by adding such seats through a separate addendum. For the avoidance of doubt, the Client cannot decrease the amount of contracted seats.
- Billing. Unless otherwise stated in the OF, the Fees which are due must be collected in advance of the Client’s receipt of the applicable Services for that billing period. For clarity, if the Client’s Billing Term is monthly, Client will be billed for the preceding monthIf in any year of the OF Term the Client incurs Fees in excess of the Fees they have paid, the Client will be invoiced in the following month, in the manner and price set forth in the applicable OF.
- Termination of the Order Form. Except as otherwise stated in the Order Form, the Parties may not terminate or cancel an OF for convenience. The Parties may only terminate an OF for the other Party’s uncured material breach of its obligations in accordance with the process set forth in the Product Terms. Multiplier may terminate an OF for Client’s failure to meet its payment obligations. If the Order Form covers multiple Products, an uncured material breach relating to one Service shall only entitle a Party to partially terminate the Order Form in relation to such Service and the Order Form shall remain unaffected in relation to any of the other Services.
- Acceleration Right. Without prejudice and in addition to any other right or remedy available to Multiplier, the entire then-remaining portion of the Total Value for the then-current OF Term (the "Accelerated Amount") shall become immediately due and payable by the Client in the event that the Client (i) purports to terminate, cancel, suspend or rescind the OF for convenience or otherwise outside the limited termination rights expressly granted to the Parties in these OF Terms or in the Product Terms, or otherwise repudiates the OF (including by stopping and/or refusing to start its use of the Services); (ii) fails to pay any undisputed Fees according to the payment terms set forth in the OF, these OF Terms or in the Product Terms; or (iii) ceases or threatens to cease to carry on business or becomes insolvent. In that case, Multiplier shall be entitled to issue a single invoice for the Accelerated Amount, plus any other Fees due pursuant to the Product Terms. The Accelerated Amount represents a debt for Services to which the Client has irrevocably committed under the OF, and is payable as a liquidated sum due in debt.