Deel Legal Hub

The following terms and conditions (hereafter referred to as the “Terms”) shall govern any Order Form (as defined below) entered into between Deel Inc., a Delaware corporation with its principal offices at 425 1st St., San Francisco, CA 94105, and any of its Affiliates (each a “Deel Group Member” and collectively, “Deel Group”), and the user of the Deel Services and its Affiliates (“Customer”).

Deel Group and Customer shall be individually referred to as a “Party” and collectively as the “Parties”. Upon acceptance of these Terms on the Deel Platform or execution of an Order Form (as defined below), the Customer agrees to be bound by its terms.

1. Order Form.

The Parties may enter into one or more order forms regarding the pricing of the relevant Deel Services (“Order Form” or “OF”). All Order Forms shall be exclusively governed by these Terms and the terms applicable to the relevant Deel Services. In case of any inconsistency, these Terms shall take precedence and control over any terms applicable to the relevant Deel Services.

2. Payment and Invoicing.

Except for Committed OFs (as defined below), the fees agreed upon in an Order Form shall be paid in accordance with the applicable payment and invoicing terms of the relevant Deel Services.

3. Term.

Each Order Form will remain in force during a fixed term as set forth therein (“Agreement Term”) and shall thereafter automatically renew for successive one (1) year terms until the fifth year or earlier termination by either Party with a minimum ninety (90) days prior written notice. During the Agreement Term, Customer shall pay the prices agreed upon in the Order Form (“Net Price”). Upon expiration of the Agreement Term, Customer shall pay the standard list prices set forth in therein (“List Price”), unless the parties agree to a different pricing in a new Order Form.

4. Fees Increase.

Except as otherwise stated in the Order Form, Deel Group may increase the Order Form pricing by no more than 10% each year following the commencement of an Agreement Term (but in no event to exceed the List Price), as long as the quantity of services hired by Customer as set forth in the Order Form remain at least the same purchased therein.

5. No Commitment.

Except for Committed OFs (as defined below), an Order Form shall not commit Customer to a fixed and/or minimum spend.

6. Termination.

Except for Committed OFs (as defined below), either Party may terminate an Order Form in accordance with the requirements set forth in the applicable terms for the termination of the relevant Deel Services.

7. Committed OF.

7.1. The Parties may enter into one or more Order Forms that require a fixed spend commitment from Customer (“Committed OF”). In those cases the special terms set forth in this Section also apply.

7.2. Commitment. Except as otherwise stated in the Order Form, Customer commits to pay the fixed total value stated in the Committed OF (“Total Contract Value”) upfront in accordance with the agreed billing schedule (“Billing Term”).

7.3. Initial Invoice. Except as otherwise stated in the Order Form,, any fees for the implementation of the services (“Implementation Fees”) or any other applicable one-time fees, will be billed upfront with the first invoice. Upon payment of an invoice statement, equivalent credits (“Deel Billing Credits”) will be added to Customer's profile in the Deel Platform, which will be used against all platform fees.

7.4. Condition Precedent. Except as otherwise stated in the Order Form, corresponding amount of the Total Contract Value shall be collected by Deel Group pursuant to the Billing Term prior to Customer's receipt of the relevant Deel Services. If Customer fails to meet its upfront payment obligations in accordance with the Billing Term, standard commercial terms (prices, billing terms, and other conditions) shall apply onwards until Customer has fulfilled all outstanding upfront payment invoices.

7.5. Fees in Excess. If in any applicable billing period in accordance with the Billing Term Customer incurs fees in excess of the portion of the Yearly Contract Value (as defined below) commitment due during that period, Customer will be invoiced monthly in arrears for the fees incurred at the Net Price set forth in the Order Form.

7.6. Unused Funds. At the end of each full year of the Agreement Term, any unused funds for that year will be reverted to Deel Group and will not roll over to the next year, except as otherwise stated in the Order Form. Customer’s obligation to pay the applicable yearly portion of the Total Contract Value (“Yearly Contract Value”) resets for each year of the Agreement Term.

7.7. No Refunds. The fees paid under this OF are non refundable, except where the relevant Deel Services are terminated in accordance with the terms applicable to such services: (i) for convenience by Deel Group or (ii) by Customer due to Deel Group’s uncured material breach of he terms applicable to the relevant Deel Services. In those cases, Deel Group will refund Customer a prorated portion of all fees prepaid by Customer under the relevant Order Form.

7.8. Termination. Except as otherwise stated in the Order Form, the Parties may not terminate or cancel a Committed OF for convenience.