Payroll management terms

Scope of Services.
The Payroll Services comprise the administration and processing of payroll, which includes the reception and processing of payroll inputs, the calculation of Employee remuneration, and the generation of corresponding payroll outputs. Where applicable, the Payroll Services shall also incorporate the facilitation of salary disbursements and mandatory statutory payroll-related filings. The execution of the Payroll Services shall adhere to all payroll-related statutory requirements mandated under the applicable laws of the Specified Jurisdiction, including any legally prescribed payroll cycles, deadlines, and filing obligations, and, where legally permissible, as mutually agreed by the Parties. All Payroll Services shall be performed in reliance upon the information, instructions, and approvals provided by the Client. The scope of the specific Payroll Services provided to the Client, along with the associated Fees, shall be delineated in the corresponding Order Form.
1. Pre Implementation. Implementation Prerequisites. As a condition to the commencement of the Implementation Services, the Client shall provide Multiplier with all documentation and forms evidencing that the employing entity in each relevant Specified Jurisdiction is duly established and legally able to operate payroll in that Specified Jurisdiction, including all required registrations, licenses and tax and social security identifiers (“Statutory Compliance Documentation”). The Implementation shall not commence until Multiplier has confirmed that the Statutory Compliance Documentation has been received and is sufficient to permit lawful payroll operations in the relevant Specified Jurisdiction. Any failure or delay by the Client to provide such Statutory Compliance Documentation shall consequently cause the Implementation Kick-Off Meeting (as defined below) and all related project milestones to be deferred for a period commensurate with such delay, and Multiplier shall have no liability for any resulting delay in go-live.
2. For the purposes of this Addendum, “Implementation” shall mean the completion of all technical and operational setup activities necessary to enable Multiplier to commence the live processing of payroll under this Addendum, including but not limited to system configuration, account setup, and test payroll validation.
3. Implementation Kick-Off Meeting. Once Multiplier has confirmed that the Implementation Prerequisites have been satisfied (or, where applicable, that there is a clear and feasible plan to complete them), Multiplier and the Client shall hold an implementation kick-off meeting (the “Implementation Kick-Off Meeting”) to:
  1. confirm the scope of the Services for each Specified Jurisdiction (including which Party will be responsible for salary disbursement and/or statutory filings);
  2. outline the key stages of the implementation, including configuration, parallel runs (where applicable) and go-live ("Start Date");
  3. agree the approach and timelines for collecting the Operational Data (as defined below) required for configuration and testing; and
  4. introduce the concept and structure of the monthly payroll calendar.
  1. Operational Data. In addition to the Statutory Compliance Documentation, the Client shall provide all payroll-related information reasonably required by Multiplier for configuration, testing, dummy or simulated payroll calculations and live processing (collectively, the “Operational Data”). Operational Data may include, without limitation, employee-level data, historical payroll results, year-to-date figures, benefit and deduction rules and any other inputs required by local law or system configuration. The specific Operational Data requirements and the deadlines for their submission shall be communicated by Multiplier during the Implementation Kick-Off Meeting and confirmed in the Payroll Calendar, as defined below.
  2. Effect of Delay. Any failure or delay by the Client to provide Statutory Compliance Documentation or Operational Data shall automatically postpone the Implementation and, consequently, result in postponement of the agreed Start Date. Multiplier shall not be liable for any delay, cost, or loss arising from such Client delays.
4. Global Workshop Call. Following the Implementation Kick-Off Meeting and the initial Operational Data gathering window, Multiplier and the Client shall conduct a global implementation workshop (the “Global Workshop Call”) to:
  1. confirm and, where necessary, refine/adjust the scope of the Services for each Specified Jurisdiction;
  2. agree a detailed Payroll Calendar for each Specified Jurisdiction (the “Payroll Calendar”), which shall set out, at a minimum: (i) the Client’s payroll input cut-off dates; (ii) Multiplier’s processing timelines; (iii) the Client’s review and approval window for payroll outputs; and, (iv) the agreed salary and statutory payment dates;
  3. determine Client’s key obligations (including provision of registrations, data and approvals);
  4. confirm the funding model and wage metrics applicable to the Services; and
  5. confirm the Start Date, determined in the relevant Order Form for each Specified Jurisdiction.
  1. The Parties shall rely on this written confirmation as the operational framework for the remainder of the Implementation Services.
  2. Payroll Calendar. The Client and Multiplier shall agree on the dates comprising the Payroll Calendar for each Specified Jurisdiction, which shall comply with all payroll-related statutory requirements and legally mandated timelines applicable in such Specified Jurisdiction and, where legally permissible, incorporate the processing timelines mutually agreed by the Parties. The agreed Payroll Calendar shall be documented in writing and may be updated from time to time by mutual agreement, provided that any such updates shall not amend the commercial terms of the applicable Order Form unless expressly agreed in writing by the Parties.
    1. The Payroll Calendar shall specify the applicable cut-off dates (i) for the submission of payroll inputs (“Input Cut-Off Date”) after which Multiplier will no longer accept any additional inputs or changes for that payroll cycle (the payroll processing begins on the day immediately following this date); and (ii) for the revision and approval of payroll outputs, for which client must approve payment by said date so their Employees can receive their salaries on time and in line with what is printed on their payslips (“Output Review Cut-Off Date”).
    2. Final Output Review Process for Payroll. Upon receipt of the payroll processing report (“Payroll Report”) from Multiplier, whether electronically or otherwise, the Client shall promptly and independently review the Payroll Report by no later than the applicable Output Review Cut-Off Date, prescribed in the relevant Payroll Calendar, and all approvals or revisions must be completed by the Client no later than the Output Review Cut-Off Date to ensure timely payment to Employees.
      1. The Client shall verify the accuracy and completeness of the Report against its own records and shall immediately notify Multiplier of any discrepancies or errors. The Client must promptly (and, in any case, before the Output Review Cut-Off Date) notify Multiplier of any such discrepancies prior to Multiplier’s disbursement of paychecks, initiation of direct deposits, or reliance on the Report for the processing of any payments due to the Employees. The Client shall be solely responsible for the quality, completeness, and accuracy of all payroll inputs and for providing such inputs to Multiplier in accordance with the timelines set out in the Payroll Calendar.
  3. Termination for Non-Feasibility. If, during or following the Global Workshop, Multiplier determines in good faith that the Client is not operationally or legally ready for proceeding with the Implementation (including but not limited to lack of required banking, entity registrations, or material deficiencies in data quality), Multiplier may propose revised timelines and/or additional prerequisites. If the Parties are unable to agree on a revised plan within 30 days, Multiplier may terminate the affected Specified Jurisdiction or the relevant Order Form upon written notice. In such case, the Client shall remain liable for: (i) the one-time setup fee; and (ii) an additional portion of the Order Form total value as set forth in the applicable Order Form.
5. Configuration. Upon completion of the Global Workshop Call, Multiplier’s shall initiate system configuration, including the setup of necessary Employee(s), entity(ies), and salary information. Configuration and cycle setup shall commence only after the Payroll Calendar has been aligned and approved during the Global Workshop Call and shall lead directly into the Parallel Payroll Run phase.
6. Parallel Payroll Runs. As part of the Implementation, and where reasonably feasible in light of the Start Date, the applicable fiscal calendar, and data availability, the Parties shall conduct one or more parallel payroll runs (the “Parallel Payroll Runs”). The purpose of the Parallel Payroll Runs is to validate the configuration of the Services and to compare Multiplier’s payroll outputs against those produced by the Client’s prior payroll provider.
  1. Multiplier may, as part of the Parallel Payroll Runs, provide the Client with simulated or “dummy” payroll calculations for one or more payroll periods, based on the Operational Data available at the time. Such simulations are intended solely as estimates for validation and planning purposes and shall not constitute final payroll runs.
  2. The Client acknowledges that differences in calculation methodology, statutory treatment, platform logic, system capabilities and the completeness or accuracy of data received from the prior provider may result in variances between Multiplier’s simulated or parallel-run outputs and those of the Client’s prior provider. An exact match may not be achievable, and such lack of identity shall not, by itself, be deemed non-compliance by Multiplier, provided that Multiplier has applied the agreed configuration and applicable law.
  3. Multiplier shall use commercially reasonable efforts to address material discrepancies identified by the Client during the Parallel Payroll Runs, and the Client shall review and provide timely feedback in accordance with the agreed timelines set out in the Payroll Calendar.
  4. Fiscal Year and Cumulative Tax Limitations. In jurisdictions with cumulative tax calculations or where the fiscal year aligns with the calendar year, the Parties acknowledge that a Parallel Payroll Run conducted for the first payroll period of the tax year may not provide meaningful comparability to the prior provider’s outputs due to statutory resets and year-to-date tax calculations. In such cases, the Parties may agree to limit or waive the Parallel Payroll Runs and proceed to go-live/Start Date based on the agreed configuration and master data, without such waiver being deemed non-compliance by Multiplier.
7. Start Date/Go-Live Approval & Client Accountability. Once Multiplier has completed the agreed Implementation activities, including Configuration, any Parallel Payroll Runs deemed feasible, and has achieved the agreed accuracy threshold and compliance with applicable law, the Client shall not unreasonably withhold or delay its approval to proceed with the Start Date/go-live. Where Start Date/go-live is delayed due to the Client, Multiplier shall be entitled to continue billing the applicable recurring service fees from the contractual Start Date specified in the relevant Order Form.
8. Notwithstanding any delays In implementation, the Parties agree that the Start Date (aka Payroll Services Go-Live), as set out in the applicable Order Form and/or as confirmed during the Global Workshop Call, shall remain firm and shall not be postponed due to the Client’s failure to:
  1. provide the Implementation Prerequisites required to commence Implementation;
  2. provide the Operational Data required for Configuration, testing, and Parallel Payroll Runs; or
  3. perform any other action reasonably required for Multiplier to progress Implementation.
  1. To the extent that any delay in the Implementation timeline is caused by the Client’s acts or omissions, including but not limited to failure to provide complete or accurate information within the agreed timelines, Multiplier shall be deemed to have satisfied its obligations to commence the Services as of the Start Date. In such circumstances:
    1. the Start Date shall not be amended or postponed, and
    2. Multiplier shall be entitled to invoice, and the Client shall be obligated to pay, all Service Fees (including recurring monthly fees) from the Start Date onward.
  2. The Client acknowledges and agrees that Multiplier shall not be held liable for any failure to achieve the targeted Start Date or any service delays to the extent such delays are attributable to the Client.
9. Applicable only if Multiplier will be providing disbursement services. If Multiplier provides disbursement services, the Client shall designate and maintain a commercial checking account (the “Payroll Account”) with sufficient funds to cover all required disbursements to Employees, as well as all applicable taxes payable to the relevant tax authorities. The Client shall deposit the scheduled funds for electronic transfer into the Payroll Account within the stipulated timeline to enable Multiplier to make timely payments to the Client’s Employees and to the relevant tax authorities ("Salary Disbursement Cut-Off Date”).
Billing, Fees, and Taxes.
1. In consideration of the Services provided by Multiplier, the Client shall pay the Fees detailed under this Section and as per the applicable Order Form. In the event of any additional Services or mutually agreed modifications in the scope of Services provided herein, the applicable rates shall be mutually agreed to reflect such additions or modification:
  1. One-Time Setup Fee. The Client shall be charged a, non-refundable, one-time setup fee per Client's entity and per Specified Jurisdiction, payable immediately upon signing of these Payroll Management Terms. Multiplier shall, immediately upon the signing of these Payroll Management Terms, invoice the Client in advance towards the One-Time Setup Fee. Multiplier shall commence onboarding of the Client upon receipt of the One-Time Setup Fee.
  2. Pay Slip Monthly Fee. The Client shall be charged a fee for processing the gross-to-net payroll for each Client’s Employee. This fee shall be chargeable for the entire month and shall not be prorated for any reason whatsoever, and shall be paid to Multiplier in accordance with the Order Form. The Client shall pay the Pay Slip Monthly Fee for the minimum headcount/resources seats as of the Order Form Start Date.
  3. Year-End Activities Fee. The Client shall be charged a year-end activities fee per entity and based on the Specified Jurisdiction, at the end of each of the Client’s entity fiscal years.
  4. Additional Payroll Run Fee. Post Input Cut-Off Date, the Client shall be charged a fee for reprocessing of payroll, off-cycle payroll, and/or any modifications to the standard payroll cycle per Employee and/or Client's entity, per instance, as mutually agreed under the Order Form.
  5. Statutory Filings & Payments Fee: charged to all legally required submissions and remittances that Client as employer (or Multiplier, as payroll provider on behalf of the employer) must make to government authorities.
  6. Change Request Fee. The Client shall be charged an additional fee (“Change Request Fee”) for any request to modify, customize, or enhance the Payroll Service at any time during the Term of this Addendum, including during and after the Implementation and/or the Start Date. Such requests may include configuration adjustments, report or workflow changes, system integrations, or other standard and non-standard requirements, and shall be subject to Multiplier’s prior written approval.
    1. Multiplier shall have sole discretion to determine the feasibility of any change request, to approve or reject the same, and to determine the applicable Change Request Fees. Multiplier shall not be obliged to proceed with any approved change request until the applicable Change Request Fee has been agreed and paid in full by the Client.
  7. Salary Disbursement Fee. Only applicable when disbursement is within scope: The Client shall be charged a fee per Employee, per pay cycle, for disbursement of Employee Costs and Employee Expenses to Client’s Employees. “Employee Costs” shall mean the net amount payable to the Client’s Employee for that pay cycle as calculated by Multiplier based on inputs provided by the Client, including any reimbursable expenses (“Employee Expenses”) that the Client wishes to reimburse to its Employees through their payroll.
  8. Notwithstanding anything to the contrary provided elsewhere in these Payroll Management Terms, upon the Salary Disbursement Cut-Off Date, the Client shall provide sufficient funds to the Payroll Account to cover all required disbursements to the Employees (the complete Employee Costs and Employee Expenses) which needs to be disbursed to the Employees by Multiplier on the Client’s behalf. Client must provide sufficient funds to Multiplier before Multiplier can disburse the Employee Costs and Expenses to the Client's Employees.
Warranties.
1. The Client warrants that:
  1. any information provided to Multiplier for the purpose of these Payroll Management Terms shall be complete, true, accurate, in compliance with applicable laws and updated from time to time, in all material respects.
  2. shall be solely liable for any errors, omissions, inaccuracy or misrepresentation of the information as provided by the Client to Multiplier. Multiplier shall not be liable to Client for any delays, defects, shortcomings in or non-performance of Services or non-compliance of laws during provisioning of Services caused due to lack of, inaccurate, incomplete, or wrong information provided by the Client.
  3. the Employees are and shall at all times remain the employees of the Client. Nothing in these Payroll Management Terms shall deem to create an employment relationship between Multiplier and the Employees.
2. The preceding and those on the Agreement are the only warranties and override all other warranties, conditions and representations, express or implied, including fitness for purpose, merchantability, non-infringement.
Obligations.
1. Multiplier Obligations:
  1. Multiplier shall comply with applicable laws and regulations of the Specified Jurisdiction governing the Services.
  2. Multiplier shall provide access to the applicable modules/ features of the Payroll Management Services on the Platform to the Client as per the scope of Services agreed under the applicable Order Form.
  3. Upon receipt of Client’s instructions and applicable payment, Multiplier will be responsible for the scope of Services agreed under the applicable Order Form, and carry out the Services on the basis of the details and information provided on the Platform, either by the Client or the Client’s Employee(s). Notwithstanding anything to the contrary provided under these Payroll Management Terms, Multiplier shall not be liable for any error, default or delay in performance or non-performance of Services, including without limitation, disbursement of salary to Employees or payment of statutory dues / taxes, arising out of Client’s failure to make timely payments to Multiplier and/or default or delay in providing information or due to inaccurate, incomplete, or inaccurate information provided either by the Client or the Employee(s) on the Platform.
  4. Multiplier shall use commercially reasonable efforts to correct any and all errors caused solely by Multiplier while performing the Services, provided such errors are not attributable to any action or inaction of the Client.
2. Client Obligations: In addition to the obligations set out under these Payroll Management Terms, the Client shall:
  1. provide all relevant, complete and accurate information and documents to Multiplier for performance of the Services in the form or format provided by Multiplier and keep such information updated at all times;
  2. inform Multiplier promptly upon the termination or resignation of Employee(s) to avoid overpayments to the Employee(s). If Client fails to notify Multiplier of the above, then Client shall bear any expenses overpaid to the Employee(s);
  3. provide all relevant information and documents to Multiplier for Client’s due diligence and verification, including without limitation, Client’s incorporation certificate and such other documents as may be required by Multiplier from time to time to conduct a background verification and to establish the Client’s financial stability and credibility. These Payroll Management Terms shall be subject to the Client successfully passing the background verification;
  4. issue necessary documents such as power of attorney, board resolution, authorization letter to bank, tax authorities and other statutory bodies, as may be applicable, to Multiplier in order to authorize and permit Multiplier to act on behalf of the Client for performance of the Services;
  5. comply with all applicable laws and regulations;
  6. cooperate with and provide reasonable assistance and necessary information to Multiplier to ensure compliance with all applicable labor, employment, and tax laws for provisioning of the Services. The Client shall be held liable for any additional costs, duties, penalties and losses arising from its failure to comply with the obligations, warranties contained under the Agreement and these Payroll Management Terms; and
  7. be solely responsible for procuring and ensuring the registration of all applicable tax and social security obligations for each non-resident employee (“NRE”) in the relevant jurisdiction(s). Multiplier’s obligation shall be limited to processing payroll and effecting the relevant deductions and contributions towards tax and social security payments, based on the information and registrations provided by the Client.
Additional Terms to the Agreement.
1. Indemnification
  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 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. The Client shall defend and indemnify Multiplier, including its parents, subsidiaries, Affiliates, successors, sub-contractors, 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:
    1. non-payment of any benefits, offerings or other entitlements promised by Client to the Employees which is not within the scope of Services agreed under theapplicable Order Form;
    2. any breach or non-compliance of applicable laws, regulations or statutory directives applicable to the employment of the Employees which are not within the scope of Service agreed under the applicable Order Form; and
    3. any determination by any government or administrative agency, or other regulatory entity, or any court, including employment tribunals, that any Employee acted as or is deemed to be an employee of Multiplier (“Determination”). Claims to which a Determination may relate include claims by the Client Employee for unfair and/or wrongful dismissal, breach of contract, equal pay, discrimination on the grounds of race, sex, disability, religion or religious beliefs, or sexual orientation, or pursuant to applicable laws.
  3. The Parties acknowledge that under no circumstances shall Multiplier be responsible or otherwise liable under this Agreement and any applicable Order Form 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 Employee; or (b) any breach of applicable laws or regulations by Employee in connection with the provision of the services to the Client.
2. Termination of Agreement: Either Party may choose to terminate the Agreement or these Payroll Management Terms at the end of the then-current Order Form Term by giving ninety (90) days written notice. The Order Form cannot be terminated and/or the Services under these Payroll Management Terms cannot be suspended prematurely, except in accordance with the terms of the applicable Order Form, or unless otherwise agreed in writing.

Personal Data.

Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Section 6 is in addition to, and does not relieve, remove, or replace, a Party's obligations or rights under the Data Protection Legislation.

The Parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and the Multiplier is the Processor. The table below sets out the subject-matter, nature and purpose of processing by Multiplier, the duration of the processing and the types of personal data, and categories of the data subject.

Data Processing Details
Subject-matter	The provision of the Payroll Services.
Nature and purpose	Administering, updating, storing.
Duration	The duration of the Agreement.
Types of personal data	Basic employee personal data and payroll/compensation data.
Categories of Data Subject	Employee, Contractor for payroll management purposes.

Without prejudice to the generality of Section 6.2., Multiplier shall, in relation to any personal data processed in connection with the performance by Multiplier of its obligations under this agreement:
1. process that personal data only on the documented written instructions of the Client unless Multiplier is required by applicable law to otherwise process that personal data. Where Multiplier is relying on applicable law as the basis for processing personal data, Multiplier shall promptly notify the Client of this before performing the processing required by the applicable law unless the applicable law prohibits Multiplier from so notifying the Client;
2. ensure that it has in place appropriate technical and organizational measures, to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymization and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organizational measures adopted by it);
3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
4. in respect of the transfer of personal data by the Client to Multiplier, transfer any personal data outside of the UK or the European Economic Area with appropriate Transfer Mechanism in place;
5. assist the Client in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
6. notify the Client without undue delay on becoming aware of a personal data breach;
7. at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by applicable law to store the personal data; and
8. maintain complete and accurate records and information to demonstrate its compliance with this Section 6 and allow for audits by the Client or Client’s designated auditor.
Multiplier shall appoint and change any sub-processors with the general authorization of the Client and confirms that: it shall impose on all sub-processors the equivalent data protection obligations as set out in this Section 6; and it shall remain fully liable for the actions of its sub processors at all times.
The Parties agree that in respect of the restricted transfer of personal data by the Client to Multiplier, the C-to-P UK Addendum (where applicable) and EU Standard Contractual Clauses (collectively known as “Transfer Mechanism”) shall apply whereby the Client is the data exporter, and Multiplier is the data importer, and each Party’s signature to this agreement shall constitute its signature and agreement to the Transfer Mechanism. If so required by the laws or regulatory procedures of any jurisdiction, the Parties shall execute or re-execute the Transfer Mechanism as separate documents setting out the proposed transfers of personal data in such manner as may be required.
Multiplier may, at any time on not less than thirty (30) days’ notice, revise this Section by replacing or augmenting it with any applicable standard contractual clauses or similar terms approved by the relevant regulator.

Payroll management terms

Scope of Services.

Billing, Fees, and Taxes.

Warranties.

Obligations.

Additional Terms to the Agreement.

Personal Data.

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Payroll management terms

Scope of Services.

Billing, Fees, and Taxes.

Warranties.

Obligations.

Additional Terms to the Agreement.

Personal Data.

150+

100+

24x7

Products

Solutions

Resources

Company

Partners

Strategic partners

Get help