Terms of Service

Introduction

About us:

We’re Rapid.One Tech Private Limited, a company incorporated under Indian Law with Business ID U72900KA2022PTC169527 and registered office at 3rd Floor, 166/168/169 Arekere Mico Layout, BG Road, Bengaluru, Karnataka, India-560076 (Rapid One). We operate the Rapid platform (Platform), a web platform which makes it possible for You to access global talent legally and easily.

The Terms:

These Terms of Service (Terms) set out the terms by which Rapid One and our Local Affiliates (We, Us, Our, or Rapid) provide the legal entity listed on your account (Account) and your Affiliates (You or Your) with the Services detailed below and access to the Platform. By agreeing to these Terms, You are entering into legally binding agreement(s) with Rapid One and its Local Affiliates on the basis of these Terms and You represent and warrant that any individual(s) creating and operating Your Account have the authority to bind You, enter into these agreements, and take actions on Your behalf. Our Local Affiliates are the Rapid entities that We have established in a jurisdiction to provide Resource Services (as defined hereinafter) to You. An Affiliate means a company that directly or indirectly controls, is controlled by, is under common control with, or is otherwise in the same group of entities as a party. “Local Affiliate” means an Affiliate of Rapid in the jurisdiction, where Services are required.

Updates:

Rapid will notify You of any changes to these Terms, which may be necessary to make updates to the Services or to prevent abuse or harm. If You continue to use the Services 30 (thirty) days after notice of update, You agree to the updated Terms. We will notify you if immediate updates are needed for legal or compliance purposes.

Our Services:

We offer the following Services under these Terms:

Resource Services where Rapid employs individuals to provide You services (Resources, and each an Resource); and

Contractor Services where through Rapid You onboard contractors and pay invoices of such persons (which may be individuals or entities), You directly engage to provide services to You (Contractors, and each a Contractor).

Additional Services may be agreed to between You and Us by addendum and subject to these Terms.

Adding Resources and Contractors:

To use Resource Services or Contractor Services, You simply sign up and add a Resource or Contractor through the Platform. For Resource Services, Rapid will itself enter into a separate Employment Agreement with each Resource. For Contractor Services, You can use Your own agreement or one of Rapid’s agreements compliant with local legal and tax requirements, to contract directly with Your Contractors.

Local Affiliates & Terms:

Because Rapid’s Local Affiliates carry out Resource Services, these Terms also constitute a direct agreement (Agreement) between the Local Affiliate and You in the jurisdictions where Resources are engaged to work. Additional terms that are relevant to a Resource’s jurisdiction (Local Terms) will take precedence over these Terms where they conflict. Details of Local Affiliates and Local Terms are incorporated into these Terms and provided below.

Relationship:

The relationship between You and Rapid is of independent contractors and is commercial in nature. Nothing contained herein shall be considered to create a joint venture, partnership, or labour relationship between You and (a) Rapid, (b) Rapid’s Local Affiliates, or (c) Rapid’s Resources, which are hired as employees or consultants.Platform: These Services and additional services or requirements to use any Rapid services will be managed through the Platform. Actions taken by You or information entered by You on the Platform are binding. So that we can improve Your experience, We may update the features, requirements, and offerings of our services. While using the Platform or any of Our services, You agree to the Rapid Terms of Use.

Rapid’s Services

1. Resource Services

Our obligations. As part of Our obligations, We agree to:

• comply with all applicable laws, including all tax, labour, and employment laws relevant to the Employee’s jurisdiction, along with any applicable Local Terms,
• follow Your reasonable instructions and requests for the provision of Resource Services under these Terms, and
• provide You with information and reasonable assistance to support You in performing Your obligations.

In addition, We will perform the following employer obligations to industry standards:

• confirming that an Employee has the right to work in the relevant jurisdiction,
• managing payroll and benefits (including paying Employees’ salaries, annual increment, applicable taxes, and withholdings),
• hiring and onboarding onto the Platform, which includes maintaining personal documentation of Resource, Issuance of offer letter to the Resource on your behalf and issuance of Digital Id/Portal Account Number to the Resource,
• managing absences and time off requests,
• managing disciplinary issues,
• Issuance of Letters/Correspondences on Your behalf, which includes issuance of digital access to the Resource for accessing Platform, warning letters to be issued to the Resource in case of any misconduct by such Resource, upon report of any such incident by You, along with requisite proof, issuance of non-performance letters in case of underperformance by the Resource on the basis of input received from You and issue Certificates of Appreciation to the Resource on the basis of input received from You; and
• terminating Employees.

Your obligations. You agree to:

• not prejudice Our ability to comply with Our obligations under these Terms,
• cooperate and promptly provide Us with true, accurate, and complete information and documents We may reasonably request (on the Platform or in writing) to allow Us to provide You Resource Services,
• not violate laws applicable to Your jurisdiction, the jurisdiction where Resource Services are provided, and any applicable Local Terms.

Employment Agreements with Resources. Employment Agreements will be based on local law and may include Your additional specifications for the services provided. We also require Resources to:

• follow any codes of conduct or similar policies Rapid or You may provide (subject to the Employment Agreement and applicable law),
• keep Your information confidential (You may ask Resources to sign a confidentiality agreement with You in addition to the confidentiality provisions contained in Our Employment Agreements and Our Non-Disclosure Agreements),
• comply with applicable laws while providing their services to You, and
• agree to intellectual property assignment terms to facilitate the transfer of intellectual property from the Employee to You.

Employment Agreements with Resources. Employment Agreements will be based on local law and may include Your additional specifications for the services provided. We also require Resources to:

• follow any codes of conduct or similar policies Rapid or You may provide (subject to the Employment Agreement and applicable law),
• keep Your information confidential (You may ask Resources to sign a confidentiality agreement with You in addition to the confidentiality provisions contained in Our Employment Agreements and Our Non-Disclosure Agreements),
• comply with applicable laws while providing their services to You, and
• agree to intellectual property assignment terms to facilitate the transfer of intellectual property from the Employee to You.

Rapid has the right to reject employing a Resources on account of a reason, including, regulatory issues, or otherwise.

Changes to Resource Services.

You acknowledge that We, as the employer, will implement any changes to Employment Agreements or Resource Services and take any administrative actions concerning Employees.

Employment Claims:

As the employer, We will conduct the defence and settlement of any claims, actions, lawsuits, concerns, allegations, grievances, inspections, investigations, or regulatory matters against Us in connection with Resource Services (Employment Claims). We will take reasonable steps to consult with You and agree with You on any defence, response, settlement, or compromise (Your agreement not to be unreasonably withheld, delayed, or conditioned). In the event of any withholding, delay, unreasonable conditional approval, or breach of these Terms, We will have the right to defend or settle any Employment Claims without Your consultation or agreement. In all cases, You will cooperate and provide all information We reasonably request to conduct the defence and/or settlement of Employment Claims and We will have the right to charge You any applicable Employment Fees.

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2. Contractor Services

Our obligations. We will:

• onboard Your Contractors and carry out an identity verification,
• allow You to upload Your own agreement or execute one of Our locally compliant agreements with Your Contractors through the Platform, and
• process Your payments to Contractors.

Your obligations. You are responsible for:

• ensuring that a Contractor’s information on the Platform is accurate,
• ensuring that such Contractor is onboarded who has the right to work in local jurisdiction,
• facilitating execution of the contract between You and Your Contractors,
• reviewing and approving any invoices,
• any applicable direct or indirect taxes (such as levies, withholdings, deductions) or costs and fees, and
• handling all issues arising from an invoice or contract directly with the Contractor.

Your Contractors

• Contractors are not employees or contractors of Rapid. We are not a party to any agreements between You and Your Contractors, and You agree not to inform or allow Contractors to believe otherwise. The performance of Contractors under any agreements, and any disputes or claims arising from any agreements, are solely Your responsibility.

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General Terms

3. Fees

Employment Fees. Fees payable by You for Resource Services will include:

• Our Management Fee, the flat monthly fee (exclusive of VAT or GST) charged for Resource Services for each Employee,
• all salaries, bonuses, incentives, taxes, levies, benefits (such as disability, sick leave, life insurance, pension, severance, and paid time off, to the extent applicable), along with any other costs paid in connection with Resource Services, and
• any applicable discounts.

Where applicable, Employment Fees may also include:

• expenses incurred by Employees and approved by You via the Platform or in writing (such as travel, food allowances, and equipment reimbursements),
• all costs and expenses, including losses, damages, fines, penalties, settlements, and reasonable legal fees, incurred in connection with Resource Services (including any costs or expenses related to Employment Claims), except to the extent such costs or expenses are solely due to Our violation of these Terms,
• any fee, penalty, losses, salary, compensation, settlement etc. payable by Us, on account of You revoking the appointment of a Resource after acceptance by the Resource of his/her employment with Us,
• You are responsible for paying applicable indirect taxes (such as VAT, GST, consumption tax, stamp tax, or sales tax), and
• any other fees or costs incurred by Rapid at Your direction (including, but not limited to, fees for visa or other applications, translations, and intellectual property letters, forms, or registrations).

Rapid will inform You if changes in local law, collective agreement, or regulations change the amount of these fees. Rapid may require a reserve or standby letter of credit to provide you Resource Services.

Changes in Management Fees

We may increase Our Management Fee each year and will provide You with at least 30 (thirty) days’ notice in writing. The increase will not apply if You choose to terminate all Resource Services in those 30 (thirty) days. Any reduction in the Management Fee will take effect immediately.

Contractor Fees

Fees payable by You for Contractor Services will include a monthly subscription fee (Contractor Subscription Fee), any Contractor invoices approved by You on the Platform (compiled in a Transaction Receipt), and any other fees charged in connection with Contractor Services.

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4. Payment terms

Invoices

• You will be invoiced for Employment Fees (such as Management Fee, salary, taxes, and benefits) anytime in the month preceding the dates when an Employee is paid. After an Employee is paid, You will receive another Invoice that may include a credit (applied to the next month’s invoice) or a charge for any Employment Fees not included in the original Invoice.
• You will be invoiced a Contractor Subscription Fee for any month in which a Contractor has: (a) signed a contract; (b) submitted an invoice; or (c) received a payment for an invoice. Invoices will be issued in the beginning of the following month.
• Payment for Invoices are due within five (5) days of receipt.

Additional payment charges

• If You pay by credit card, You will be billed an additional charge specified on the Platform. Any foreign exchange fees or payment processing fees applicable to Your payment will be charged at the exchange rate of Our accredited payment partners.

Late Fees

• If any Fees or amounts properly charged to You are not paid within 5 (five) days of their due dates (Late Fees), Rapid may charge interest on the unpaid amounts at 1.5% per month or the maximum rate permitted by law, whichever is lower.

Continuation of Services

• If You fail to pay any Late Fees owed to us within 30 (thirty) days of the due date, We may immediately suspend additional Services or end the relevant Services and terminate any relevant Employment Agreements at Your cost.

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5. Confidentiality and Data Protection

Confidential Information

Confidential Information is all information relating to You or Us, and our businesses, products, finances, and affairs, in any media or form, that is marked as confidential or would reasonably be considered confidential. Confidential Information does not include information that:

• was already known to the recipient of the information (Receiver) at the time of disclosure by the party who has shared the information (Discloser),
• is subsequently disclosed to the Receiver without any obligations of confidentiality by a third party,
• is or becomes generally available to the public other than through any act or omission of You or Us in breach of these Terms, or
• is or was independently developed by the Receiver without the use of the Discloser’s Confidential Information.

Obligations

You and We agree to:

• maintain the confidentiality of any Confidential Information shared by You or Us,
• not disclose to any third party, copy, or modify Confidential Information without the owner’s prior written consent, and
• disclose Confidential Information: (i) only to employees, Affiliates, agents, subcontractors, vendors, and professional advisers on a need-to-know basis who are bound in writing to confidentiality obligations similar to these; or (ii) if necessary to comply with applicable laws, regulations or government authority /court order, provided that the owner of Confidential Information has been notified before any disclosure has been made if legally allowed, and the disclosure is made only to the extent required by such applicable laws, regulations or government authority /court order.

Maintaining confidentiality

• On the termination of these Terms, You or We, upon request by the other or as legally necessary, will destroy or return to the owner all Confidential Information it has in its possession. Your and Our confidentiality obligations will survive after the termination of these Terms, for such period as required by the applicable laws.

Data protection

• You and We will both comply with the requirements of all applicable data protection legislation.

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6. Intellectual property

Your Intellectual Property

Rapid hereby immediately transfers and assigns to You absolutely, with full title guarantee, all Intellectual Property Rights in any Works to the extent permitted by law. We hereby waive, and shall cause Our Employees to waive, all moral rights in any Work to the extent permitted by law. If this Clause 6.1 does not automatically vest in You any of the rights set forth herein, then Rapid hereby grants and assigns to You, all rights not so vested throughout the world in perpetuity, including renewal and extension periods.

Works means ALL works or materials created or developed by Employees selected by You that are wholly owned by Rapid under Rapid’s corresponding Employment Agreements or any other agreement (Works).

Intellectual Property Rights means ALL intellectual property rights of any kind, in any jurisdiction, existing now or in the future (such as rights in business, company or trade names, rights in domain names, patents, rights in and to inventions, utility models, copyrights and related rights (including rental and lending rights), database rights, design rights, rights in data, know-how and information, topography rights, trademarks, service marks, the right to sue for passing off and rights to use, and protect the confidentiality of, confidential information), whether registered or unregistered, and includes without limitation all extensions, renewals, rights to apply for or renew the registration and rights related to any lapsed application or registration, of such intellectual property rights.

Our Intellectual Property

We and Our licensors own, and will continue to own, all Intellectual Property Rights in and to: (i) all works, materials, data, processes, software, information, and other items (whether tangible or intangible) created, owned, licensed, or developed by or on behalf of Rapid or any third party that have not been created or developed specifically for You pursuant to the Resource Services; and (ii) the Platform, including any new or amended versions, improvements, derivatives, upgrades etc. that We develop (together, Rapid Materials). We grant You a non-exclusive right to use the Rapid Materials solely to the extent necessary to allow You to use the Services and perform Your obligations under these Terms. We reserve all rights which have not been expressly granted or assigned to You under these Terms.

Your Materials

You grant Us a non-exclusive right to use the data, information, or materials You provide to Us, along with Your Intellectual Property (Your Materials) solely to the extent necessary to provide You with the Services and perform Our obligations under these Terms. You reserve all rights which have not been expressly granted or assigned to You under these Terms. We agree that all Your Materials will remain Your property. You warrant that You have full authority and all necessary rights and licences to allow Rapid to use Your Materials, and that Rapid’s use of Your Materials does not and will not infringe any third party’s Intellectual Property Rights.

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7. Indemnities

Our indemnities

We will indemnify, defend, and hold harmless, You and Your employees, agents, directors, officers, and representatives against any third party claims, including all losses, damages, liabilities, costs, and reasonable legal fees, to the extent they are due to (i) a breach of Rapid’s obligations, warranties, or responsibilities under these Terms; and/ or (ii) gross negligence or willful misconduct by Rapid in the performance of its obligations under these Terms.

Your indemnities

You will indemnify, defend, and hold harmless Us and Our employees, agents, directors, officers, and representatives against any third party claims, including all losses, damages, liabilities, costs, and reasonable legal fees to the extent they are due to:

• a breach of Your obligations, warranties, or responsibilities under these Terms, and
• Your use or misuse of the Services.

Conduct of claims

In order to receive an indemnity, the indemnified party must provide the other party with prompt written notice of any third party claims. The indemnifying party will have control over the defence of any claims and any settlement, provided that:

• no settlement or compromise will be agreed if it attaches liability or fault to the indemnified party without the indemnified party’s written approval (not to be unreasonably withheld, delayed, or conditioned),
• the indemnified party has the right to participate, at its own expense, in the defence and/or settlement in order to protect its own interests, and
• the indemnified party must cooperate and provide all information reasonably needed for the indemnifying party to conduct the defence and/or settlement.

Indemnification for Prior Engagement

You shall indemnify and hold us harmless against any legally enforceable claim made by a Resource relating to or arising from any engagement undertaken directly or indirectly by Resource with or for You prior to the beginning of Resource’s engagement with Rapid. Such costs and fees may include, without limitation, additional remuneration, accrued statutory leave, seniority benefits, termination indemnity, rights and obligations gained as a result of deemed employment, and loss of earnings or status, whether perceived or actual, of Resource as well as any employer’s costs, contributions, taxes, or similar costs relating to or arising from the foregoing. For the avoidance of doubt, engagement shall mean engagement in any form including, but not limited to, as an employee, or an independent sub-contractor whether directly or via one or more third parties.

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8. Liability

Liability we can’t exclude

Neither You nor We can exclude liability for fraud, death, or personal injury caused by negligence.

Exclusions

Neither You nor We are liable for any indirect or consequential losses of any kind, whether or not You or We were advised of the possibility of such loss. We will also not be liable to You for claims, losses, penalties or negative consequences that result from:

• an Employee’s improper use of Works, Intellectual Property Rights, Your Confidential Information and/or Personal Data,
• a breach of Rapid’s obligations due to an Employee’s acts or omissions or breach of their obligations under their Employment Agreement,
• a breach of Rapid’s obligations due to Your acts or omissions or breach of Your obligations under these Terms,
• any agreements or policies between You and an Employee or Contractor, or
• an authoritative governmental body determining, despite these Terms, that an Employee or Contractor is employed by You or that Your presence in a particular country amounts to a permanent establishment.

Limitation on liability

• Except for Indemnities, any Fees, and Your failure to pay Us any amounts owed, liability under these Terms is limited to the total amount of Management Fees paid in the 6 (six) months’ period prior to the claim arising. For breaches of the Confidentiality or Intellectual Property provisions, or Data Processing Addendum that result in direct losses to You or Us, liability under these Terms is limited to Management Fees paid in the 12 (twelve) months’ period prior to the claim arising.
• Rapid does not warrant or guarantee, and is not responsible for any work performed or services provided by the Employee. Rapid does not warrant the Platform and does not guarantee that it will be uninterrupted or that its operation will be error-free. It is understood and agreed that while Rapid shall take reasonable care and use commercially reasonable efforts in the arranging and provisioning of the Platform and Rapid Resource Services, Rapid shall not be liable for the timely provisioning of orders for customer or for any act of commission or omission in connection with this agreement over which Rapid has no control.
• Rapid Resource Services and the Platform are provided on an "As Is" and "As Available" basis. Except as set out in this agreement, Rapid does not make any other warranties or representations relating to the Platform or Rapid Resource Services. All other warranties, express or implied, are expressly disclaimed and excluded, including warranties of merchantability and of fitness for a particular purpose.

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9. Term and termination

Duration

These Terms will commence on the date You agree to the Terms on Our Platform and will continue for 12 months (Initial Term). After the Initial Term, these Terms will automatically renew for additional 12-month periods (each a Renewal Term and together with the Initial Term, the Term).

Termination

You or We may terminate these Terms at any time, by providing at least 30 (thirty) days’ prior written notice. You or We may immediately terminate these Terms by written notice if:

• You or We breach these Terms and are unable to cure the breach within 15 (fifteen) days of receiving notice of the breach,
• (i) We determine, using Our reasonable judgement, that the payments necessary for the Services cannot be made by You, (ii) You cease trading or wind down Your operations, or (iii) You or We are or will become subject to administration, insolvency, bankruptcy, or other similar event, or
• if, You fail to pay one or more invoices till the expiry of 7 (seven) days from the due date,

Notice of termination will result in Rapid terminating all Employment Agreements in accordance with these Terms. Any fees paid by You for which We have not provided services or We have not adjusted against any pending Fees, amount, costs, liability, penalties etc. as provided under this Agreement, will be refunded to You within no more than 45 (forty five) days from Termination Date, or the date of the full and final settlement with all the relevant Resources, whichever is later.

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Survival

Any provisions in these Terms which are intended to remain in force on or after the Termination of these Terms, will continue to remain in full force, including, but not limited to:

• Your and Our obligations until all Employment Agreements are legally terminated, and
• Your obligations to pay any Fees or amounts owed to Us.

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10. Other important terms

Entire agreement

These Terms are the entire agreement between You and Us. Unless agreed to in writing or via the Platform by You and Us, anything outside of these Terms, such as discussions or other agreements not expressly mentioned in these Terms, are superseded by these Terms.

Notices

Any legal notices sent under these Terms to:

• Rapid - will be in writing to legal.notice@rapid.one or to Our address set out above,
• You - will be in writing to the email or address listed on Your Account.

Marketing

We may publish Your name and logo on Our website as Our customer, publish marketing materials about Our provision of Services to You, or use You as a reference for the press or Our prospective customers, unless You notify us otherwise in writing.

Force majeure

We will not be liable or in breach of these Terms for any delays or failures in Our performance that result from an event beyond Our reasonable control (including, but not limited to, if Rapid is forced to cease operating Resource Services in a particular jurisdiction). If this type of event occurs, We will promptly notify You, provide information regarding the delay, and make all reasonable efforts to resume performance as soon as possible.

No waiver

No delay or failure to exercise any right or remedy available under these Terms will prevent the future exercise of any such right or remedy.

Assignment

Neither You nor We may assign any of the rights or duties under these Terms without the prior written consent of the other, except to an Affiliate or successor, including a successor by way of mergers, amalgamation or corporate restructuring of either You or We (as the case may be), subject to such successor entity being bound by these Terms.

Invalidity

If any provision of these Terms is held to be illegal, invalid, or unenforceable, that provision is agreed to have effect to the extent possible to reflect its original intent. The remainder of these Terms will remain valid and enforceable.

Dispute resolution

• Except for disputes regarding non-payment of Fees, if a dispute arises that cannot be resolved within 30 (thirty) days, We and You will settle it via arbitration by provisions of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Bengaluru, India. Each Party shall bear its own expenses and an equal share of the expenses of the arbitration. If possible, the arbitration shall be conducted remotely, in English, by a single arbitrator, using secure video conferencing. Any arbitration shall be confidential. Either You or We will have the right to injunctive or equitable relief, pending a final decision by the arbitrator.
• Non-payment of Fees. All disputes regarding any Fees owed to Rapid may be brought in the courts of India.

Governing Law & Jurisdiction

These Terms and any dispute are governed by the laws of India. Subject to Clause 10.8 (Arbitration) above, the courts at Bengaluru shall have the exclusive jurisdiction over any dispute arising under these Terms.

Non-Exclusivity

This arrangement is non-exclusive and nothing  contained herein shall prevent either party from undertaking similar activities or entering into similar agreements for similar purposes with third parties.

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Local Affiliates & Terms

In the jurisdictions where Our Local Affiliates operate as a consultancy service, Employees under these Terms are considered consultants (Consultants). Both You and Our Local Affiliates will have the same responsibilities and obligations for Consultants as for Employees under these Terms (to the extent not superseded by any Local Terms). Consultants/Employees may be assigned (Assigned), as part of their Employment Agreement, to provide their services to You (each an Assignment).

For jurisdictions where Employees are engaged to work, these Terms constitute a direct Agreement between You and:

India - Rapid EOR Tech Private Limited (Rapid India) - 3rd Floor, 166/168/169 Arekere Mico Layout, BG Road, Bengaluru, Karnataka, India-560076; CIN: U72900KA2023PTC170467

Working Procedure.

• Rapid India will act as the employer of Consultants who will render Resource Services under these Terms, while assigning Consultants to provide specific services requested by You pursuant to an Assignment.
• Consultants will remain under the direction and supervision of Rapid India while providing the requested services under the Assignment.

Obligations of Rapid India.

• Rapid India, as the sole employer of the Consultants, assumes all employer responsibilities as it relates to the Consultants, including payment of remuneration, tax withholding and reporting, deduction of Employee Provident Fund contributions, and provision of other statutory benefits and obligations, as mandated under applicable law in India.
• Rapid India shall further be responsible for redressal of Consultant grievances in accordance with applicable law in India, and shall follow due process as set out under applicable in India, while undertaking any disciplinary action, including suspension or dismissal, against the Consultants.

Your Obligations.

You agree that the Consultants shall not carry out provision of the services under the Assignment in Your premises/facilities/offices.

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Data Processing Addendum

Operative Provisions

Definitions:

Under these Terms, Personal Data is information defined as personal data, personal information, or an equivalent term under relevant Data Protection Laws, processed by You or Rapid.One Tech Private Limited in connection with these Terms. Data Protection Laws means all applicable data protection and privacy laws, rules, regulations, governmental orders, and subordinate legislation, now or hereafter in force, applicable to a Party in the performance of its obligations or exercise of its rights under these Terms, such as Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (EU GDPR), or the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (UK GDPR) or the California Consumer Privacy Act. Personal Data Breach is a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data. Adequate Country means a country or territory that a relevant authority such as the European Commission or a national data protection authority has recognised under applicable Data Protection Laws as providing adequate level of protection for the international transfer of Personal Data.

Roles of the parties:

The parties acknowledge that with respect to the processing by each party of any Personal Data, each party shall act as an independent controller. The details of the processing are set out in Schedule 1 to this DPA. You agree that You are responsible for compliance with Data Protection Laws with respect to all Personal Data Your authorised users upload on our Platform and how they use such Personal Data.

Term and data retention:

After termination of the applicable Terms of Service, Personal Data shall be retained by the parties for no longer than the minimum retention period applicable to such Personal Data, as set out in applicable national laws. This DPA shall remain in force for as long as the parties retain Personal Data. For the avoidance of doubt, We will retain Personal Data that is relevant to the Terms of Service provisions that survive termination for as long as those provisions survive. In addition, We will retain Personal Data that is necessary to enforce Our legal rights such as those rights contained in any non-disclosure agreements between Us and the Employees, Consultants and Contractors.

Mutual cooperation:

Each party will implement appropriate technical and organisational measures to ensure the security of the Personal Data. Each party will provide reasonable cooperation and assistance to the other party as may be necessary to enable such other party to: (i) comply with any obligations of such other party under Data Protection Laws, (ii) facilitate the handling by the other party of any actual or reasonably suspected Personal Data Breach, (iii) comply in any investigations or audits by a regulator or supervisory authority, (iv) comply with any request from or on behalf of a data subject concerning Personal Data, (v) respond to any queries or complaints from Employees, Consultants and Contractors. To the extent either party makes available to the other party any Personal Data in connection with this Agreement prior to making available any Personal Data, the disclosing party shall comply with any applicable consent, transparency and disclosure requirements under Data Protection Laws with respect to such Personal Data.

Processors:

Each party warrants and undertakes that it shall comply (and contractually require their agents, service providers, processors or subcontractors to comply) with applicable Data Protection Laws. Each party is and shall remain independently responsible for the processing it carries out as controller whether on its own or through its processors.

Right to opt-out / erasure of data:

Each party agrees that upon receipt of a request for opting-out of the Platform and erasure of data pertaining to the party, such party shall erase the data in terms of the applicable Data Protections Laws.

Rights of Data Subject:

Each party shall have the right, as a Data subject, to access his/her/its data, to request for any rectification, to impose restriction(s) on processing, to object to the processing of his/her/its Data for any/all purposes and the other Party shall be required to uphold such right, in accordance with the applicable Data Protection Laws.

In accordance with the applicable Data Protection Laws, the parties may be required to provide for an option to opt out of selling or sharing any information.

In accordance with the applicable Data Protection Laws, in the event of a breach of this DPA, the parties may exercise their right of action and claim statutory remedies.

International transfers:

To the extent Data Protection Law applies to the disclosure of Personal Data by one party to the other, and where the receiving party receives such Personal Data into a country other than an Adequate Country, (i) where the EU GDPR applies, then Module One of the Standard Contractual Clauses in the Annex to Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (EU SCCs) shall apply to all such transfers; and (ii) where the UK GDPR applies, then Module one of the EU SCCS shall apply and the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the Information Commissioner's Office under s.119A(1) of the Data Protection Act 2018 (UK Addendum) shall be deemed completed as set out in this DPA.

How the SCCs apply:‍

The EU SCCs (and UK Addendum, as applicable) are hereby fully incorporated and fully executed subject to the provisions of this DPA.

When We disclose Personal Data subject to the Data Protection Laws to You and You receive such Personal Data outside an Adequate Country, We shall act as the data exporter.

When You disclose Personal Data subject to Data Protection Laws to Us and We receive such Personal Data outside an Adequate Country, We shall act as the data importer.

The EU SCCs shall apply as follows:

• Clause 7 (Docking Clause) shall not apply,
• the optional language in Clause 11 (Redress) shall not apply.
• For Clause 13 (Supervision), the supervisory authority with responsibility for ensuring compliance by the data exporter with the GDPR with regard to restricted transfers shall be the Indian supervisory authority;
• For Clause 17 (Governing Law), Option 1 shall apply and the SCCs shall be governed by the laws of India.
• For Clause 18 (Choice of forum and jurisdiction), the Parties agree that the courts of India shall resolve any disputes arising out of the SCCs.
• The information required by Annex I and II of the Standard Contractual Clauses is set out in Schedule 2 of this DPA.

Where the UK GDPR applies, the parties agree that the EU SCCs shall apply completed as set out in this clause and be deemed amended as specified by Part 2 of the UK Addendum. In addition, tables 1 to 3 shall be deemed completed with the Information set out above at clause 7(i)-(vi) (as applicable), and in Schedule 2 of this DPA and table 4 shall be deemed completed by selecting "neither party".

Schedule 1 - Details Of The Processing

Categories of data subjects whose Personal Data is processed

• Employees, Consultants and/or Contractors assigned to You, and
• authorised users of the Rapid Platform engaged by You.

Categories of Personal Data processed

• In relation to Employees and Consultants: name, photograph, email address, job title and description, country (if applicable, state or province), employment start date, salary and benefits.
• In relation to Contractors: name, photograph, email address, job title and description, salary, country (if applicable, state or province).
• In relation to Your authorised users: authorised-user-generated access credentials, email address and the content of communications relating to their use of the Rapid platform.
• Any other categories of Personal Data agreed to be processed by the parties in writing.

Sensitive data processed

• Data concerning health, processing of which is necessary for the purpose of carrying out obligations and exercising specific rights of the controller or data subject in the field of employment. The following safeguards that fully take into consideration the nature of the data and the risks involved are applied: strict purpose limitation; access restriction; data encryption in transit and data encryption at rest.

Categories of third parties to whom the data may be disclosed include but may not be limited to background verification agencies, payment processors, payroll service providers, employee benefits providers etc..

The frequency of the transfer

• Personal Data is transferred on a continuous basis.

Nature of the processing‍

Personal Data will be processed as follows:

• Authorised users will be appointed by You and invited to the Platform,
• You will onboard Employees/Consultants and/or Contractors on the Platform,
• Contractors may onboard themselves individually on the Platform,
• Employees/Consultants and/or Contractors will submit their onboarding information by directly uploading Personal Data on the Platform, and
• We will provide the EOR/ Consultancy Services and/or Contractor Services and/or any other services agreed to be provided in writing.

Purpose(s) of the processing (including international transfers) and further processing

Personal Data is processed and transferred for the following purposes:

• In relation to Employees, so You can communicate with proposed Employees and in order to onboard them onto the Platform.
• In relation to Consultants, so You can communicate with proposed Consultants and in order to onboard them onto the Platform.
• In relation to Contractors, so You can communicate with proposed Contractors.
• In relation to Employees or Consultants, so that We may fulfil our obligations as employer and to pay-out salary and other benefits to the Employee or Consultant.
• In relation to Contractors, so that We can provide Contractor Services.
• In relation to Your authorised users, to authenticate them as authorised users of the Platform and to communicate with them in relation to their use of it.
• Any other lawful purposes agreed between the parties in writing.

The period for which the Personal Data will be retained, or, if that is not possible, the criteria used to determine that period

As set out in section 7 of the DPA. For more detailed information about the retention periods of the Personal Data that We process You can request a copy of our retention policies at: dpo@rapid.one

For transfers to (sub-)processors, also specify subject matter, nature and duration of the processing

• A detailed list of processors engaged by Us to process Personal Data on Our behalf can be found by emailing us at above email address.

Lawful basis for the processing

The information exchange between Us and You, whether or not it includes international transfers of Personal Data, is necessary for at least one of the following:

• the processing is necessary for the performance of a contract to which the Employee, Consultant or Contractor is a party or in order to take steps at the request of the Employee, Consultant or Contractor prior to entering into a contract,
• the processing is necessary for the purposes of the legitimate interests pursued by Us or by You, except where such interests are overridden by the interests or fundamental rights and freedoms of Employees, Consultants or Contractors, or
• the processing is necessary for compliance with a legal obligation to which We or You are subject.

Technical and organisational measures at Rapid implemented to ensure information security.

We have implemented the following technical and organisational measures in order to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons:

• data encryption in transit,
• data encryption at rest,
• architecture network isolation through private networks,
• fully auditable access and changes,
• all systems protected by a firewall with security threat detection and prevention mechanisms,
• least privilege principle limiting systems’ access to essential personnel only, 
• all internal tools and systems require SSO,
• the practice of continuous credentials auditing and management,
• the conducting of internal security and privacy training,
• infrastructure-as-code allowing for quick rebuilding and portability,
• continuous monitoring of applications and infrastructure,
• regular data backups,
• applicational logs stored off site and kept for a limited period of time, and
• the processing involves solely such data that is strictly necessary for business operations.

Schedule 2 – Standard Contractual Clauses (International Transfers)

Module 1: Transfer Controller to Controller

Annex I

List of the Parties

Data Exporter

Data Importer

Description of Transfer

• As set out in section 7 of the DPA and sections 1 to 8 in Schedule 1 of the DPA.

Competent Authority

Identify the competent supervisory authority/ies in accordance with Clause 13 of the SCCs.

• The data protection authority established under prevailing Indian laws.

Annex II. Technical And Organisational Measures Including Technical And Organisational Measures To Ensure The Security Of The Data.

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

• As set out in section 10 in Schedule 1 of the DPA.