Contractor of Record Terms

1. COR Request: For engagement of each Contractor, the Client shall raise a request through the Platform (“COR Request”) by providing all necessary and mandatory details, as may be required by Multiplier, of the Contractor, scope of work (“Multiplier Services”) and commercials, including place of work (“Specified Jurisdiction”). Once generated and subject to the Worker Classification as per Section 1.2, the COR Request shall be deemed executed between the Client and Multiplier. In the event of any conflict between these COR Terms and the terms of the COR Request shall prevail.
2. Worker Classification: Based on the information provided by the Client (as further detailed in section 4.2.5 below), Multiplier shall conduct a thorough review of the Contractor’s classification to ensure compliance with applicable laws, regulations and administrative rulings, and to avoid any misclassification as an independent contractor, Multiplier shall determine the appropriate classification for the Consultant as either (a) an independent contractor, or (b) an employee (“Worker Classification”). Based on the preceding provided information and determination, Multiplier’s assessment shall be final and binding on both Parties. In the event Multiplier determines that the Contractor should be classified as an employee rather than an independent contractor, the Client agrees to comply with Multiplier’s recommendation, including transitioning the Contractor to employment terms under Multiplier’s EOR EOR Terms. Upon execution of the applicable EOR Terms for EOR Services, the Client shall raise an COR Request (as defined in the Agreement) to engage the Contractor as an employee (“Resource”). Multiplier reserves the right, at its sole discretion, to decline engagement or hiring of a Contractor if the Client fails to comply with the Worker Classification assessment, the applicable laws, or other terms of the Agreement.
3. Contractor Agreement: Subject to Worker Classification and upon execution of the COR Request and receipt of the required payments under Section 2, Multiplier shall execute an Independent Contractor Agreement (“Contractor Agreement”) with the Contractor through the Platform, which shall be compliant with local laws of the Specified Jurisdiction and shall accurately reflect the scope of work, terms, and commercials agreed under the COR Request. Under the Contractor Agreement, the Contractor, acting as a subcontractor of Multiplier, shall perform the agreed Multiplier Services for the Client in exchange for the consideration specified within the Contractor Agreement. Both the Client and the Contractor acknowledge that adherence to the terms of the Contractor Agreement is critical to ensure compliance with local laws and the proper execution of services.
4. Changes to COR Request and Contractor Agreement: Either Party may request changes to the COR Request through the Platform. The Parties agree that no change to the COR Request shall be considered final and binding unless mutually agreed in writing and duly signed by both Parties. Where any change to the COR Request or Contractor Agreement has been accepted, such change shall be duly recorded in the applicable Contractor Agreement.
5. Background Verification and other Checks (Contractor): Subject to the applicable laws and upon the request of and cost to the Client, Multiplier may initiate the required background verification checks or other required checks such as worker permits, licenses, etc.
6. Background Verification and other Checks (Client): 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. This Addendum and Agreement shall be subject to the Client successfully passing the background verification.

In consideration of the Services provided by Multiplier, the Client shall pay the fees and costs provided under this Section, plus actual expenses (incurred with prior approval of the Client) and all taxes, as applicable. Unless clearly stated, all fees will be quoted in U.S. Dollars.

1. Service Fees. In consideration of the license to access and use the Platform provided by Multiplier to avail COR Services, engaging the Contractor to provide Multiplier Services, and provisioning of the Multiplier Services through the Contractor, the Client shall pay Service Fees in the amount stated in the applicable Order Form or Quotation. The Service Fees shall not be prorated for any reason whatsoever and would not be calculated on the basis of when the Multiplier Services were provided, or deemed to be provided, by the Contractor.
2. Payment Processing Fees. Multiplier will charge the Client a Payment Processing Fee for each invoice for COR Services that Multiplier raised to the Client. Multiplier reserves the right to change the Payment Processing Fee at its sole discretion.
3. Contractor Fees. “Contractor Fees” includes (but is not limited to) all payments which have been agreed to by the Client, any Client-approved expenses, additional direct or indirect cost associated with engaging the Contractor, legal costs, severance or any payments due to the Contractor as a result of the termination of the Order Form or Quotation and the Contractor Agreement, as may be further set forth in the COR Request or Contractor Agreement or otherwise agreed between the Parties from time to time. The Client shall pay to Multiplier the complete Contractor Fees, plus applicable taxes, as set out in the Order Form, Quotation or Contractor Agreement or communicated to the Client from time to time.
4. Deposit. The Client shall provide Multiplier, prior to the execution of each Contractor Agreement with a Contractor, an interest-free, refundable security deposit (the “COR Deposit”), which shall be calculated as determined by Multiplier based on the estimated Contractor Fees, Service Fees, termination notice periods, 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 COR Deposit based on changes in the variables or calculation methodology used to determine the COR Deposit amount after the initial execution of the Contractor Agreement. This COR Deposit shall be refunded to the Client within sixty (60) days from the termination or expiry of the Order Form or Quotation or Contractor Agreement, provided all pending payments under the applicable Order Form or Quotation or Contractor Agreement have been received by Multiplier. Multiplier reserves the right to use this Deposit in order to make timely payments to any of the Contractor(s) as well as to cover any associated liabilities. Client shall replenish the COR Deposit upon Multiplier’s request.
   1. Single Contractor 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 enrolling a single Contractor.
      • Retention of Deposit: If a Contractor is not onboarded within three (3) months from the date the order form is executed, Multiplier shall retain the deposit paid for that Contractor. 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.
5. Changes in Fees. Unless otherwise agreed in writing, the Fees mentioned under this Section are subject to changes in case of: (a) changes in the Multiplier Services as per Section 1.4 above; and / or (b) any change in law or statutory compliances applicable to or governing the performance of Multiplier Services.
6. Payment Terms. Notwithstanding anything to the contrary provided in these COR Terms, all invoices for Service Fees and Contractor Fees are due upon receipt. The Client acknowledges and agrees that Multiplier will only make payment towards the Contractor’s invoices upon receipt of complete payment from the Client against the applicable invoice. Client shall be responsible and liable for any penalties, disputes, demands or claims by the Contractor which arise due to Client’s delay or failure in clearing full payment of the applicable invoices.

1. The Client warrants that the Contractor will not be engaged or involved in any illegal and/or unethical activity directly or indirectly for the Client.
2. The Client warrants, without prior written consent of Multiplier, that no benefits, promises of exclusivity, and/or perks (including employee stock, employee bonuses, employee event/party invites that are not solely for the purpose of performing the duties being provided under the Contractor Agreement, benefits, or any other perk provided to an employee of Client) will be provided to the Contractor by the Client. Where such equity-based compensation is granted 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 agreement, or Client is directly granting such equity-based compensation, which results in additional compliance obligations for Multiplier under local laws, Multiplier shall charge, and the Client agrees to pay, Service Fees as determined by Multiplier at its sole discretion, for executing such additional compliances. Any violation of this Section may have legal ramifications in the Worker Classification which could result in penalties and fines which will be borne by the Client. If Client wishes to make equity-based compensation through Multiplier to the Contractor, the Parties agree to enter into an appropriate agreement for such ESOP Services.

1. Multiplier obligations:
   1. Multiplier will comply with applicable laws and regulations governing the engagement of and payment to the Contractor.
   2. To the extent applicable, Multiplier will: (i) handle the Contractor background check; (ii) pay Contractor Fees and provide other payments and expenses as Multiplier deems appropriate; (ii) pay, withhold and transmit taxes as per applicable law.
   3. Multiplier will require the Contractor to comply with Client’s policies and guidelines as documented in the Contractor Agreement (provided such policies and guidelines are compliant with applicable law and the internal policies of Multiplier).
   4. 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.
2. Client obligations and acknowledgements:
   1. The Client is and shall at all times remain solely responsible for the correctness and completeness of the information provided by it to Multiplier and hereby undertakes not to omit, withhold, partially provide or hide any information that is relevant for the correct classification of the Contractor. In the event of any change or any other event that may cause such information to be inaccurate, incomplete, or that may have an impact on the classification of the Contractor as an independent contractor or employee or otherwise affect Multiplier’s ability to accurately perform the classification, the Client shall promptly inform Multiplier of such change or modification. For clarity, if there is a change in the role or responsibilities of the Contractor or services being provided by the Contractor, and Client is unsure as to the impact it may have on the Worker Classification, it is the responsibility of the Client to confirm with Multiplier prior to such changes to the Contractor’s role. Upon Client’s notification, Multiplier will promptly reassess the Contractor’s Worker Classification and notify the Client of any status changes to the Worker Classification, allowing both Parties to adjust accordingly.
   2. The Client shall comply with all applicable laws and the provisions of the Contractor Agreement during the term of the Contractor’s engagement and in relation to the termination of the Contractor Agreement and/or the Contractor Agreement. The Client shall also cooperate with and provide reasonable assistance to Multiplier to ensure compliance with all applicable laws and Multiplier’s internal human resource policy. Client shall comply with any reasonable or necessary human resource directive of Multiplier, when necessary for compliance with applicable laws, as determined in Multiplier’s sole discretion. The Client shall be held liable for any additional costs, duties, penalties and losses arising from its failure to comply with the obligations contained under this Section.
   3. In case there are changes to the Contractor Agreement or any claims raised by the Contractor, statutory body or third party that are related to the Multiplier Services being provided under the Contractor Agreement, for which Multiplier is required to take any action including without limitation, notify or correspond with the Contractor, any statutory body or any other third party, the Client shall immediately inform Multiplier of such changes, claims, notifications, communication etc. and provide reasonable assistance and cooperation.
   4. Client agrees to pay any costs arising from the termination of any Contractor Agreement under these COR Terms and the Agreement. The Client agrees to pay promptly all fees and costs invoiced by Multiplier. Client shall not make any payments relating to the Agreement directly to the Contractor. Client shall be liable for any additional costs and losses arising from Client’s failure to comply with the obligations described above in this Section.
   5. Client will be required to answer and complete, in full transparency, accuracy and good faith such questionnaires or other requests for information, as may be required from time to time by Multiplier in order to assess or validate the correct Worker Classification of the Contractor as part of the Worker Classification. The Client is and shall at all times remain solely responsible for the correctness and completeness of the information provided and hereby undertakes not to omit, withhold, partially provide or hide any information which is relevant for the correct Worker Classification of the Contractor.
   6. Client acknowledges and agrees that all services provided by the Contractor shall be governed under the laws of the jurisdiction which is stated in the applicable Contractor Agreement.
   7. Client shall be liable for any additional costs and losses arising out of Client’s failure to comply with the Client obligations hereunder.
   8. For the avoidance of doubt, the Contractor shall not be entitled to participate in any of the Client’s employee benefit plans.
   9. Client acknowledges and agrees they shall not, whether with respect to Client or its Affiliates, grant equity or equity based compensation or incentives (including, but not limited to stock options, stock units, or stock appreciation rights) to any Contractor, in any shape or form, and regardless of value or amount contributed by Contractor toward such compensation. 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.

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 this Agreement prior to 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. Client must provide at least sixty (60) days’ notice prior to the end of a current Order Form to opt out of the Order Form renewal.
2. Indemnity
   1. 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 Contractors 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.
   2. 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 Contractor) 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 Contractor(s); (ii) Client’s failure to comply with the applicable laws, including without limitation for past Contractor’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 the Agreement and/or the applicable Order Form or Quotation; (iv) any action or inaction of the Contractors while performing or providing services to the Client; and (v) any harm suffered by Contractors 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.

      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 Contractor Agreement 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 Contractor; (b) any breach of applicable laws or regulations by Contractor in connection with the provision of the services to the Client; or (c) any breach by the Client of its obligations provided under this Agreementor any applicable Contractor Agreement.

   3. Multiplier shall indemnify the Client, including its parents, subsidiaries, Affiliates, successors, and their directors, officers, employees, agents and representatives against claims made by the Contractors towards non-payment of Contractor’s fees and expenses, provided the Client can sufficiently evidence that Client has made the payment and cleared all dues (against which the claim has been raised) from the Client prior to the date of such claim.
   4. Multiplier shall indemnify the Client, including its parents, subsidiaries, Affiliates, successors, and their directors, officers, employees, agents and representatives against any third party claims for misclassification of a Contractor’s Worker Classification that is if such misclassification is solely attributable to Multiplier alone. This indemnity is contingent upon client’s obligations under this COR Addendum (Sections 1.2, and 4.2.1 and 4.2.5) and upon a final payment order or reclassification decision by a competent court of law. Multiplier will not be held liable for any claims, damages or losses arising from the Client’s actions, misrepresentation, concealment of information, provision of inaccurate, incomplete, or false information, or any changes/alterations to the role of or service provided by the Contractor made without Multiplier’s prior consent which result in a direct employment claim or incorrect Worker Classification action.
   5. Any violation by Client of Sections 1.2, 4.2.1, and 4.2.5. of these COR Terms, the Client shall indemnify Multiplier.
3. Warranty
   1. Multiplier does not warrant or guarantee, and is not responsible for any work performed or services provided by the Contractor for the Client.
4. Termination
   1. Termination of Contractor Agreement
      1. Client may request for Multiplier to terminate the COR Contractor Agreement by providing Multiplier with no less than thirty (30) days’ prior written notice. Upon termination for any reason, the Client shall remain fully liable for all fees, charges, and other payments due or accrued in respect of the Contractor(s) engaged through the effective date of termination.
      2. Multiplier may terminate a Contractor Agreement with immediate effect if a Contractor fails to pass the background verification and onboarding-related due diligence as set out in Section 1.5 in these COR Terms. For the avoidance of doubt, in such case Client will bear the full costs of termination.
      3. In case the Client intends to terminate an Contractor Agreement, the Client will notify Multiplier in writing promptly in accordance to this section 5.4. 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 Contractor, 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 promptly 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 agrees to provide Multiplier its confirmation on and reasonable cooperation to effect termination of the Contractor Agreement and the respective Contractor Agreement as per the informed process and timeline.
   2. Effect of Termination
      1. Upon termination of this Agreement or any Contractor Agreement, the Client shall pay Multiplier for all Services rendered through the date of termination, i.e., the complete monthly Fees, Contractor Costs, Contractor Expenses, and any other billable expenses. Client will also pay all fees, costs and expenses arising out of or related to the termination of an Contractor Agreement, 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.
5. Compliance of Laws.
   1. Client acknowledges and agrees that when providing services under and pursuant to any Contractor Agreement, the Contractor’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 Contractor is expected to work; and (b) any tasks and the performance of such tasks assigned to the Contractor, 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 Contractor will work as per the terms of this Agreement.

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 6.
      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: 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 6.4.1 both Parties under applicable data protection legislations shall for the 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 6.4 which may impact the Parties.