General Terms

1. Access to Platform. Subject to payment of all applicable Fees (as defined below) pursuant to the each relevant Service Terms, the Client is granted a non-exclusive, non-transferable, non-licensable and limited right to access and use the Platform solely for the limited purpose of availing Services for its own internal business purposes. The Client acknowledges and agrees that any use of the Platform will be subject to the Platform's Terms of Service (available at https://www.usemultiplier.com/terms-of-service), as may be updated by Multiplier from time to time (Terms of Service). Unless otherwise specified by Multiplier in writing, in the event of any conflict between the Terms of Service and this Agreement, the terms of this Agreement shall prevail.
2. In order for Multiplier to provide the Services, the Parties shall enter into either an Order Form or a Quotation.
3. Multiplier may provide the Services through its subcontractors, provided that Multiplier shall remain fully responsible for the performance of such subcontractors.
4. Client shall request the provision of Services through the Platform. Client shall be solely responsible for the accuracy, completeness, and timeliness of any information submitted through the Platform.

1. Fees and Expenses. The Client shall pay all Service Fees, as well as any other costs, dues, charges (collectively, the Fees), and all actual expenses (Expenses) under this Agreement, and any Service Terms and Order Form or Quotation, plus all applicable taxes (Value Added Tax (VAT), Goods and Services Tax (GST), sales tax, or equivalent), in accordance with the Payment Terms as per the Order Form. In the event of a change in local laws or regulations that may substantially increase the cost of Services provided by Multiplier to the Client under this Agreement, and applicable any Service Terms and Order Form or Quotation, then Multiplier is entitled to revise the applicable Fees upon providing advance written notice to the Client.
2. Taxes. Any withholding tax applicable on Multiplier's invoices shall be borne by the Client, such that the amount received by Multiplier after the deduction of withholding taxes equals the full amount stated on the invoice. Multiplier will work with the Client, to the extent reasonable, including providing relevant documentation where applicable, reduce or mitigate withholding tax to the extent permitted under applicable law. However, to the extent any portion of such withholding tax cannot be waived, reduced, or exempted, that amount shall be borne by the Client. The Client shall reimburse Multiplier for any deficiency, interest or penalties relating to taxes that are the Client's responsibility under the Agreement. Except as otherwise provided, each Party shall be responsible for its own income taxes, social security contributions, property taxes and any other taxes or contributions required under any applicable laws or regulations.
3. Payment Terms. Unless reasonably disputed, all invoices shall be paid in accordance with the payment terms set forth in the Order Form or in the Quotation (Payment Terms). The Client must notify Multiplier of any disputed amounts, if any, within thirty (30) days from the invoice date. Failure to dispute within this timeframe constitutes a waiver of the Client's right to challenge that portion of the invoice. Should the Client fail to make payment according to the agreed Payment Terms, Multiplier reserves the right to charge interest on the overdue amounts at a rate of 2% per month or the maximum rate permitted by applicable law.
   1. Required for US Clients (optional for all other countries): Client must provide the Direct Debit details within seven (7) days of the execution of this Agreement to enable Multiplier to activate Direct Debit. If the Client fails to do so, Multiplier shall withhold activation and access to the Platform. In the event that the Client's Direct Debit details are not accepted for Direct Debit activation by Multiplier's internal processes, Multiplier reserves the right to at its discretion and strictly on a case-by-case basis, to propose alternative payment methods.
4. Billing Currency. Multiplier will bill the Client all Fees and Expenses in a currency mutually agreed between Multiplier and the Client (Billing Currency) in the Order Form. Where the Billing Currency differs from the currency in which the underlying Fees or Expenses are incurred or charged by Multiplier, Multiplier will convert such amounts from their respective currencies into the Billing Currency using an exchange rate determined by Multiplier prior to invoicing. If the amount stated on any invoice issued by Multiplier to the Client in the Billing Currency, or the payment funds amount computed by Multiplier, is insufficient to cover the underlying Fees, Expenses, and/or payments that Multiplier will incur or make on the Client's behalf, Multiplier reserves the right to invoice the Client for any deficiency.
5. Multiplier reserves the right to increase its Fees. Such increase will be informed in writing to the Client thirty (30) days' prior to any changes taking place; in the event Client does not agree with such increase, Client may terminate the Services in accordance with Section 10.1. For the avoidance of doubt, Quotations do not lock-in Fees.

1. The Receiving Party may have access to the Disclosing Party's Confidential Information. The Receiving Party agrees that Confidential Information may only be used for the purposes set out in the Agreement, and applicable Order Form or Quotation and shall protect Confidential Information in the same manner that it protects its own confidential information of similar nature, but in no event using less than reasonable standard of care. Confidential Information may only be disclosed to employees, authorized agents, approved sub-contractors, or third-parties on a need-to-know basis, and only if required for the purpose of this Agreement and any applicable Order Form or Quotation, provided such parties are bound by substantially similar obligations of confidentiality.
2. The Receiving Party may disclose Confidential Information of Disclosing Party to the minimum extent required by: (a) an order of any court of competent jurisdiction or any regulatory, judicial, governmental, or similar body, or any taxation authority of competent jurisdiction; or (b) the laws or regulations of any country to which its affairs are subject; provided however, that prior to disclosing any Confidential Information to such court or governmental agency, Receiving Party shall give Disclosing Party, if reasonably possible and permitted by law, prior written notice to permit Disclosing Party to challenge such order, and upon the request, and at the expense of, Disclosing Party, reasonably cooperate with Disclosing Party in contesting such disclosure or in seeking confidential treatment of the Confidential Information. Receiving Party shall comply with any applicable protective order or equivalent and shall disclose only so much Confidential Information of Disclosing Party as is legally required as advised by Receiving Party's legal counsel.
3. Confidential Information shall not include information: (i) previously known to it without an obligation not to disclose such information; (ii) independently developed by or for it without use of Confidential Information; (iii) acquired by it from a third-party which was not, to the Receiving Party's knowledge, under an obligation not to disclose such information; or (iv) which is or becomes publicly available through no breach of the Agreement.
4. Parties must maintain the confidentiality of all records and information in accordance with all applicable laws, rules, regulations, ordinances, directives, guidelines, policies and procedures relating to confidentiality, including, without limitation, policies concerning information technology security and the protection of confidential records and information.

1. Intellectual Property Rights means all rights, title, and interest in or relating to any and all intellectual property in any jurisdiction worldwide, including, without limitation: (i) Copyrights: all copyrights, copyrightable works, and original works of authorship fixed in any tangible medium of expression protectable under applicable copyright law, including all literary works (such as all forms and types of computer software, including source code, object code, firmware, development tools, files, records, and data, and all related documentation), together with all copyright registrations, applications, and corresponding rights in such works; (ii) Trademarks and Related Rights: all trademarks, service marks, trade names, business marks, brand names, trade dress rights, logos, corporate names, Internet domain names, URLs, and similar rights or other identifiers of source or goodwill, together with all applications, registrations, renewals, and extensions thereof; (iii) Trade Secrets and Know-How: all trade secrets, proprietary information, know-how, inventions (whether or not patentable), discoveries, methods, processes, protocols, designs, drawings, specifications, formulas, procedures, models, and other confidential or technical information having actual or potential commercial value derived from secrecy (collectively, Know-How); (iv) Patents and Industrial Property Rights: all patents, industrial design rights, patent applications, provisional patent applications, and all related continuations, divisions, reissues, renewals, extensions, re-examinations, and foreign equivalents; (v) Other Proprietary Rights: all other related proprietary rights in intellectual property of every kind and nature throughout the world; and (vi) Enforcement and Prosecution Rights: all rights to prosecute, register, maintain, perfect, or enforce any of the foregoing, and all causes of action and rights to seek remedies relating thereto.
2. Multiplier hereby disclaims all right, title, and interest in and to any Intellectual Property Rights conceived, developed, created, reduced to practice, or otherwise made by any Resource or Contractor in the course of or in connection with the performance of services under this Agreement or any Order Form or Quotation during any term. Any and all applicable Intellectual Property Rights created by any Resource or Contractor shall vest in, and are hereby assigned by Multiplier to, the Client, subject to the terms of this Section. Notwithstanding the foregoing, the parties acknowledge that Multiplier operates under a two-step intellectual property assignment framework. Pursuant to each Contractor or Resource's underlying employment or engagement agreement, Resource shall execute, as permitted under applicable local laws, a waiver of moral rights (where enforceable) and an invention and intellectual property assignment and confidentiality agreement (or an equivalent irrevocable assignment instrument) in favor of Multiplier. Such agreement shall include provisions concerning confidentiality, “work for hire” (or equivalent concept), and assignment of intellectual property consistent with applicable law. Upon the Client's reasonable request, and at the Client's sole cost and expense, Multiplier shall execute and deliver such further instruments or take such actions as may be reasonably necessary to assist the Client in registering, perfecting, or enforcing its Intellectual Property Rights conceived, developed, created, reduced to practice, or otherwise made by any Resource or Contractor.
3. In the event that Multiplier authorizes the Client to execute invention assignment or intellectual property transfer agreements directly with any Contractor or Resource, Multiplier shall not be responsible for the adverse effects, enforceability, validity, or legal sufficiency of such agreements. The Client expressly waives any claims, representations, obligations, or liabilities of Multiplier arising from or in connection with the execution, enforcement, or validity of any such agreement entered into directly between the Client and a Contractor or Resource.

1. Each Party warrants that upon its execution, this Agreement will not materially violate any terms or conditions of any agreement that such Party has with any third-party and applicable laws and that the officers executing this Agreement or any applicable Order Form or Quotation are authorized to bind such Party to the terms and conditions hereof.
2. Multiplier warrants that, with the exception of any Services performed by Resources/Contractors, its Services shall be performed in a professional manner with due care and diligence, in accordance with the terms of this Agreement.
3. Multiplier shall take reasonable care and use commercially reasonable efforts in arranging and provisioning of the Platform and the Services. Except as expressly stated in this Agreement and the Platform's Terms of Service, the Platform is provided on an “as-is” basis, and to the extent permitted by the applicable laws, Multiplier disclaims any and all warranties, whether express or implied, that the Platform will be uninterrupted, error-free, or free from harmful components, or that any Client or third-party component or content will be secure, error-free or not otherwise lost or damaged.
4. The Client shall remain responsible to Multiplier for the obligations of the Client Affiliates, including remedies for any breach or failure by the relevant Client Affiliate. Likewise, Client Affiliates shall be jointly and severally liable for the obligations of the Client, including remedies for any breach or failure.
5. The preceding and the warranties stated in each applicable Service Terms are the only warranties and shall override all other warranties, conditions, and representations, express or implied, including fitness for purpose, merchantability, non-infringement.

1. Each Party shall defend and indemnify the other Party, 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 the (i) Gross Negligence, Willful Misconduct, misrepresentation, or fraud by such Party, in connection with this Agreement and any applicable Order Form or Quotation; and (ii) infringement of intellectual property belonging to such third-party by a Party.
2. To receive the benefits of this Section 7, and the additional indemnity terms in each Service Terms, the indemnified Party must promptly, and in any event within thirty (30) business days, notify the indemnifying Party in writing of the third-party claim and provide reasonable cooperation and full authority to the indemnifying Party to defend or settle the claim, provided that such settlement does not impose any obligation (monetary or otherwise) on the indemnified Party without its consent. Should the indemnifying Party refuse to defend or settle the claim, the indemnified Party shall be entitled to take complete control of the defense, at the cost of the indemnifying Party.
3. Notwithstanding anything to the contrary herein (and in the applicable Service Terms), 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/Contractor/Employee; (b) any breach of applicable laws or regulations by Resource/Contractor/Employee 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, the applicable Service Terms or any applicable Order Form or Quotation.

Unless otherwise agreed in this Agreement, in no event will either Party be liable (whether in contract, tort negligence, strict liability in tort, by statute or otherwise) for any: (i) consequential, indirect, incidental, special, or punitive damages, or (ii) loss of profits, business, opportunity, or anticipated savings (whether directly or indirectly arising). Notwithstanding the foregoing, nothing in this Agreement or any applicable Order Form or Quotation excludes or limits either Party's liability to the other: (a) for indemnification; (b) for claims arising out of a Party's fraud, Gross Negligence, Willful Misconduct and/or misrepresentation and (c) which cannot lawfully be excluded or limited.

Except for claims under Section 8.1 (a)-(c) herein, section 6.3 of the EOR Addendum, Section 5.3 of the COR Addendum, and section 5.1 of the Payroll Addendum, the sole liability of either Party in relation to all claims in any manner related to the Agreement, its addenda, and/or any applicable Order Form or Quotation (whether in contract, tort negligence, strict liability in tort, by statute, or otherwise) will only be for direct damages and shall not exceed the aggregate Fees paid or payable (whichever is higher) to Multiplier under any applicable Order Form and/or Quotation in the twelve (12) month period immediately preceding the event giving rise to the claim, or, if the Agreement has been in effect for less than twelve (12) months, the annualized value of the Fees payable under the applicable Order Form and/or Quotation.

1. Termination of Agreement:
   1. Termination of an Order Form. Neither Party may terminate an Order Form for convenience. The Parties may only terminate the Order Form in the event of an uncured material breach by the other Party, in accordance with Section 9.2.1 of this Agreement. In the event an Order Form covers multiple Services, 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.
   2. Termination of a Quotation. Either Party may terminate a Quotation for convenience by providing the other Party with sixty (60) days' written notice in the case of EOR and COR Services. For the avoidance of doubt, Quotations are not available for the Payroll Management Services.
   3. The terms of this Agreement shall remain in effect to govern the completion of the necessary termination process for the relevant Employment Contract or Contractor Agreement.
2. For all Services - for Cause Termination:
   1. Either party may terminate this Agreement, along with any relevant Addendum or Order Form or Quotation, due to a material breach. However, this right of termination is subject to the breaching party having failed to cure the breach within thirty (30) days of receiving written notice thereto. Notwithstanding the foregoing, if the termination of an EOR and/or COR addendum occurs before the completion or termination of the corresponding Employment Contract/Contractor Agreement, the terms of this Agreement shall remain in effect for the duration required to finalize the appropriate termination process for that underlying Employment Contract/Contractor Agreement.
   2. If the Client fails to make payment on two (2) or more undisputed invoices according to the Payment Terms specified in the relevant Order Form or Quotation, Multiplier reserves the right to either (i) immediately suspend its performance until all outstanding payments are received or (ii) terminate this Agreement, Service Terms, and any applicable Order Form or Quotation with immediate effect.
   3. Multiplier may terminate this Agreement and any Service Terms or applicable Order Form or Quotation with immediate effect if the Client fails to pass the background verification and onboarding-related due diligence.
3. Effect of Termination.
   1. Termination of this Agreement, an applicable Service Terms, or an Order Form or Quotation, will not affect any claim, liability or right of Client or Multiplier arising prior to termination.
   2. All rights granted with respect to the other Party's Confidential Information will immediately terminate. Upon request of the Disclosing Party, the Receiving Party shall promptly destroy or return to the Disclosing Party all Confidential Information. If, upon request of the Disclosing Party, the Receiving Party destroys the Confidential Information, an authorized representative of the Receiving Party shall confirm the same to the Disclosing Party. Notwithstanding the aforementioned, each Party may maintain one copy if required by applicable law or internal compliance. Obligations of confidentiality shall remain for as long as information meets the definition of Confidential Information, and the Receiving Party has not returned or destroyed such Confidential Information.

1. Compliance. Each Party will retain responsibility for compliance with all laws and regulations applicable to their respective businesses.
2. Insurance. Multiplier will maintain, at its own expense, insurance coverage which is required by law, as well as, coverage for commercial general liability, professional indemnity, and cyber liability. Coverage shall be in line with standard industry practice. Client shall obtain the necessary insurance policies and licenses required by governing law and relevant to Client's business and activities.
3. Force Majeure. Subject to the terms and conditions of this Agreement, including any Service Terms and Order Form or Quotation, neither Party will be liable for any interruption of the Services or obligations (except for payment obligations) under this Agreement due to a Force Majeure Event. A Force Majeure Event includes, but is not limited to, any blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, pandemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, regulation, ordinance, demand or requirement having legal effect of any government or any judicial authority or representative of any such government or any other act that renders performance legally or practically impossible. A Force Majeure Event shall also include any other cause beyond Multiplier's reasonable control that prevents or delays the normal provision of the Services. If any such Force Majeure Event takes place that affects the performance of Multiplier's obligations under this Agreement or any applicable Order Form or Quotation, Multiplier's obligations under such shall be suspended for the duration of Force Majeure event.
4. Survival. All provisions of the Agreement which are by their nature intended to survive expiration or termination of the Agreement will survive such expiration or termination.
5. Cooperation and Investigation. Each Party shall, upon the request of the other Party, for the purpose of determining whether such Party is in compliance with its obligations under the Agreement or any applicable Order Form or Quotation (and with respect to EOR/COR Services: and for the purpose of conducting investigation in case of any claim raised by a Resource/Contractor against the Client or its Affiliates), reasonably cooperate with the other Party and provide access to all relevant documents, persons and premises as may be required by the other Party to conduct and conclude such investigation(s). If the breach of the Agreement and/or any applicable Order Form, is identified in an investigation, the defaulting Party shall take prompt action to mitigate any such breach.
6. Relationship. Each Party is an independent contractor and does not have any authority to bind or commit on behalf of the other. Nothing in the Agreement or any applicable Order Form or Quotation, will be deemed or construed to create a joint venture, partnership, fiduciary, or agency relationship between the Parties for any purpose.
7. References and Use of Party's Name and Logos. Client agrees that Multiplier may include customer's name and logo in it's list of customers, on it's website, and in other marketing and promotional materials. If a Client prefers not to be included, they may communicate their opt out at any time. The Client further grants Multiplier a limited, non-exclusive, non-transferable license to use the Client's and its Affiliate's trade name, logo, trademark or service mark solely to the extent necessary for the provisioning of Services under this Agreement, its addenda and/or any applicable Order Form or Quotation.
8. Assignment. Neither Party may assign this Agreement or any applicable Order Form or Quotation (other than, upon written notice to a Party's subsidiary or affiliate under common control) without the prior written consent of the other, which consent will not be unreasonably withheld or delayed. This Agreement and any applicable Order Form or Quotation shall be binding on each Party's permitted assignees.
9. Applicable Law and Disputes.
   1. Governing Law. The Agreement and any applicable Order Form or Quotation, shall be governed by and construed in accordance with the laws of Singapore.
   2. Arbitration. Any and all disputes arising out of or in connection to this Agreement, any Order Form or Quotation and/or the Terms of Service, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The Parties agree to hold virtual hearings. The Parties, their representatives, the arbitral institution, other participants and/or arbitrator shall hold the existence, content, and result of the arbitration in confidence.
   3. Carve-Out. Notwithstanding the foregoing, Multiplier reserves the right to submit any claims related to the non-payment of undisputed invoices or Fees owed by Client under this Agreement and/or any Order Form or Quotation before the courts of the country in which Client has a commercial or registered address. In the event that Multiplier prevails in whole or part, Client agrees to pay for Multiplier's reasonable attorney fees and costs incurred.
10. Notice. Any notice or other communication provided under the Agreement or any applicable Order Form or Quotation will be in writing, addressed electronically to such Party at the email address set out below:
    1. For Multiplier: [email protected]
    2. For Client: as set forth in the Order Form or Quotation, or upon electronic delivery by confirmed means.
11. Entire Agreement. This Agreement sets out the entire understanding between the Parties and supersedes, without limitation, all prior discussions, communications, representations, and arrangements between the Parties with respect to its subject matter. This Agreement or any applicable Order Form or Quotation, may not be amended except in writing signed by both Parties; notwithstanding the above-mentioned, Multiplier does maintain its right to amend the Deposit and/or Fees as outlined in each Service Terms.
12. Severability. If a court of competent jurisdiction finds any term of the Agreement and/or any applicable Order Form or Quotation to be invalid, illegal, or otherwise unenforceable, such term will not affect the other terms of the Agreement and/or any applicable Order Form or Quotation, and will be deemed modified to the extent necessary, in the court's opinion, to render such term enforceable while preserving to the fullest extent permissible the intent and agreements of the Parties set out in the Agreement and/or any applicable Order Form or Quotation.
13. Waiver. No waiver or modification of any provision of the Agreement or any applicable Order Form or Quotation will be effective unless it is in writing and duly executed by authorized representatives of both Parties. The delay or failure by either Party to exercise or enforce any of its rights under the Agreement or any applicable Order Form or Quotation is not a waiver of that Party's right to later enforce those rights, nor will any single or partial exercise of any such right preclude any other or further exercise of these rights or any other right.
14. Third Party Beneficiaries. There are no third-party beneficiaries to the Agreement.
15. No Attorney-Client Relationship. Multiplier may, during the provision of the Services, provide relevant information related to applicable law and procedures. Client agrees that such information is provided for the purpose of giving general guidance and not for the purpose of providing formal legal advice. No lawyer-client relationship is intended or created and should not be inferred from the Services provided.