Deel Legal Hub

The following terms and conditions (the “Agreement”) govern the relationship between Deel Inc., a Delaware corporation with its principal offices at 425 1st, San Francisco, CA 94105, United States, and any of its Affiliates, (collectively referred to as “Deel Group”), and the user of the Deel Services (“Customer”).

Throughout this Agreement, Deel Group and Customer shall be individually referred to as “Party” and collectively as the “Parties”. Upon acceptance of the terms of this Agreement on the Deel Platform and/or using the Deel Services, the Customer agrees to be bound by the terms of this Agreement.

1. Definitions

1.1. Affiliates. Means any entity (a) directly or indirectly controlled by or under common control with Deel Inc or (b) incorporated by the Customer on the Deel Platform as a Customer Affiliate, upon approval by Deel Group following the necessary checks.

1.2. Company. Means the company to be registered or incorporated through the Deel Services.

1.3. Confidential Information. Means all nonpublic information disclosed by any Party to the other Party, which is either (a) designated as confidential, or (b) would be reasonably understood to be confidential given the circumstances of disclosure. Confidential Information does not include information that: (i) is or becomes available to the public other than through any act or omission of the receiving Party; (ii) was known by the receiving Party prior to disclosure; (iii) is obtained by the receiving Party from a source other than the disclosing Party, not in breach of any obligation of confidentiality to the disclosing Party; or (iv) is independently developed by the receiving Party.

1.4. Customer Data. Means all information provided by the Customer to Deel Group or to a Partner required for the performance of the Deel Services. This may include, but is not limited to, corporate documents, by-laws, registrations before the commercial board, financial information, personally identifiable information and any other documents or information pertaining to the Deel Services.

1.5. Deel Services. This involves offering reasonable support, consultation and assistance in registering and/or incorporating the Company within specified jurisdictions, or related services, as detailed in a Quote agreed by both parties.

1.6. Partner. Means any person, firm or company that is engaged and/or instructed by Deel Group to deliver the Deel Services or any part of the Deel Services, or through which the Deel Services will be provided to the Customer.

1.7. Intellectual Property Rights. Means all copyright rights, patent rights, trademark rights, mask work rights, rights of publicity, authors’ rights, contract and licensing rights, goodwill, and all other intellectual property rights which exist now and/or hereafter come into existence and all applications therefor and registrations, renewals, continuations, continuations in part and extensions thereof, regardless of the state, country, or jurisdiction where such rights arise.

1.8. Quote. Means the document generated on the Deel Platform outlining the specific Deel Services to be provided, including applicable pricing and fees. There may be multiple Quotes as needed, and the terms of this Agreement apply to each. The Customer will accept each Quote on the Deel Platform.

1.9. Terms of Service. Means the Deel Platform Terms of Service, as may be in effect from time to time, and located on Deel Group’s website: https://www.deel.com/terms-of-service, and are considered an integral part of this Agreement.

2. Deel Services

2.1. The Parties agree that any timelines provided by Deel Group for the delivery of the Deel Services are intended as estimates only and may be subject to change. Time is not of the essence to the performance by Deel Group in this Agreement.

2.2. Subject to this Agreement and the relevant Quote, Deel Group agrees to provide the Customer with the Deel Services.

2.3. Any ambiguity, conflict or inconsistency between the terms of the Quote, this Agreement and the Terms of Service, the inconsistency shall be resolved by giving precedence in the following order: (1) the Quote; (2) this Agreement, and (3) the Terms of Service.

2.4. Deel Group may, at its sole discretion, provide the Deel Services through one or more Partner(s). The Customer acknowledges and agrees that the Partner reserves the right, at its sole discretion, to refuse to provide any services to the Deel Group and/or the Customer. In the event of such refusal, Deel Group will attempt to engage an alternative Partner. Accordingly, the Customer waives any and all claims related to this matter.

2.5. The Deel Services offered under this Agreement are designed for standard implementations. The Customer is responsible for verifying the suitability of the Deel Services for their particular requirements and/or purpose, including any legal, regulatory, tax, operational or governmental obligations, restrictions or similar. The provision of Deel Services depends on the Customer conducting all necessary assessments and due diligence to support their request. The Customer agrees to provide such documentation to Deel Group upon request, although nothing in this Agreement obliges Deel Group to review, assess and/or comment on such.

2.6. The Customer acknowledges, understands, releases and holds harmless Deel Group for any liability, loss or similar related to the assessments or similar undertaken under clause 2.5. These responsibilities solely rest with the Customer, including but not limited to amending, reviewing and updating the analysis or similar actions the Customer has undertaken.

2.7. Material service change requests impacting estimated timeline, scope, or fees will be promptly addressed in good faith by both Parties, and shall only be effective following written agreement by both Parties. Until such change is agreed by the parties Deel shall under no circumstances be obliged or liable for the actual or potentially impacted Deel Services. What constitutes a material service change for the purposes of this clause will be determined by Deel Group, acting reasonably.

2.8. The execution of Deel Services under this Agreement is strictly contingent upon the Customer's prior acceptance of the scope outlined in each Quote. Should the Customer request/requirements change during the provision of Deel Services, a revised Quote and additional fees will be issued, and the Customer must accept them for the amended services to be effective.

2.9. Subject to clause 2.10 below, the Parties recognize and acknowledge that Deel Group has dedicated significant effort to identify and establish its network of Partners across multiple jurisdictions. Accordingly, the Customer acknowledges, represents and agrees that during the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement, the Customer will not enter into any form of contractual relationship with any Partner (of which it is aware or should reasonably been aware was a Partner) without the advanced express written consent from Deel Group. The Customer acknowledges that engaging directly with any Partner in contravention of this clause constitutes a material breach of contract. Furthermore, the Customer agrees to promptly inform Deel Group of any inquiries or proposals received from any Partner.

2.10. The Customer may be permitted to engage with Partners directly during the term of this Agreement, provided the scope of the services and contractual terms are approved in advance in writing by Deel Group. This action shall not be considered a breach under clause 2.9.

3. Out of Scope of the Deel Services

3.1. Deel Group is not liable for verifying regulations, requirements, or obligations governing the Customer's business activities including but not limited to strategy, plans, assessments, analysis or similar, in any jurisdiction where the Company is or will be incorporated or registered.

3.2. Depending on the Customer’s business activity, additional permits, authorisations and/or registrations may be necessary, which may not be detailed in the applicable Quote. Any such activities (and/or similar) will result in additional fees and must be agreed upon in advance by Deel Group. These activities are considered out of the scope of the Deel Services.

3.3. The Customer acknowledges and accepts that if Deel Group has not undertaken previous or existing registration(s) or incorporation of the Company (or the relevant Company entity) in whole or part, neither Deel Group nor its Partners shall, under any circumstances, be liable for any errors, omissions, amendments, or rectifications. Additionally, the Customer understands that such matters, if required or requested, will be considered out of scope. Any additional services agreed upon in a Quote will incur extra costs/fees that will be borne by the Customer, potentially leading to extended estimated timelines and expenses. Such changes will be dealt with in accordance with clause 2.7 of this Agreement.

3.4. After the Company's registration and/or incorporation, Deel Group is not obligated to provide any additional services and/or monitor compliance unless expressly stated in the Quote. The Customer acknowledges sole responsibility for understanding and adhering to all such obligations, requirements and similar. Deel Group is under no circumstances liable for any failure by the Customer to comply with these obligations, requirements, or similar.

3.5. The Customer acknowledges sole responsibility for assessments, due diligence, and planning detailed in sections 2 and 3. Deel Group bears no liability for any failure to comply with these obligations, requirements or similar by the Customer.

4. Deel Platform

4.1. Subject to this Agreement and the Terms of Service, Deel Group grants to Customer a non-exclusive, non-sublicensable, and non-transferable license to access and use the Deel Platform solely for Customer’s receipt of the Deel Services..

5. Fees

5.1. Service Fee. In consideration for the Deel Services provided by Deel Group, the Customer shall pay the fees outlined in the relevant Quote. Any services not specifically detailed in the applicable Quote are agreed by both parties to be out of scope of the Deel Services. Any foreign exchange charges or transaction fees arising from any Partner’s costs or charge shall be borne by the Customer.

5.2. Fee Changes. In the event of a change to any law or regulations that increases the cost of Deel Group’s provision of the Deel Services, the Customer shall be liable for such increase. Additionally, Deel Group reserves the right to charge additional fees, costs and similar for work done outside regular business hours or at a different location. Such work is also considered out of scope and requires prior approval from the Customer when in excess of USD$1000.

5.3. Monthly Management Fee (where applicable). To streamline the processing of Customer requests with Partners and provide a management proposal upon request, the Customer shall pay a Monthly Management Fee. The specific services covered by this fee will be detailed in the Quote. Deel Group may increase the Monthly Management Fee every twelve (12) months with at least 30 days’ notice to the Customer.

5.4. Expenses and Costs. The Customer agrees to reimburse Deel Group for all costs and additional expenses, including but not limited to statutory fees/costs, translations, legalizations, apostilles, document requests, printing, shipping, certification of documents, notarization, nominee representative costs, provision of physical or virtual addresses, or any other fees paid to local authorities/regulators/Partners or incurred by Deel Group in providing the Deel Services. Costs related to providing the Deel Services in non-English speaking countries, which are not specifically included in the Quote, will also be reimbursed by the Customer. All such costs, charges, and fees will be applied and charged as an Additional Service to be paid by the Customer.

5.5. Optional Fees. Upon the Customer's request, Deel Group may offer additional services (“Additional Services”) directly or through Partners, beyond the Deel Services, subject to payment of applicable fees stated in the relevant Quote. Deel Group and/or Partners will perform these Additional Services as specified in the Quote.

5.6. Partner’s Fee. The Parties agree and acknowledge that, regarding any Deel Service and/or Additional Services provided to the Customer through a Partner, the fees or expenses payable to the Partner will be fully paid in advance to Deel Group.

5.7. Late Payments. If the Customer fails to make any payment to Deel Group, Deel Group reserves the right, at its sole discretion and without limiting its other remedies, to take one or more of the following actions: (i) terminate or suspend the Deel Services; and/or (ii) assess a late interest fee at the rate of 0.15% of the outstanding balance per day or the maximum rate permitted by law, whichever is lower.

5.8. Nothing in this Agreement shall prohibit Deel Group from transferring or assigning its right of payment to a debt collection agency, a debt purchaser, or any other third party. The Customer shall pay any fees, costs, and expenses incurred in connection with the recovery of any overdue amount(s) including, without limitation, those of a debt collection agency, those of investigation, attorneys’ fees and costs, and court costs.

5.9. Retention right. If the Customer fails to provide all necessary documents to Deel Group within a reasonable timeframe, thereby impeding Deel Group and/or Partner from initiating, completing, or finalizing the company registration or incorporation process, Deel Group reserves the right to retain 50% of the Service Fee, any other specified fees outlined in the relevant Quote and any fees or costs that have been incurred by Deel Group and/or its Partners. For the purposes of this section, any timeframe set by a government authority and/or regulator shall be considered reasonable by the Parties.

5.10. Should clause 5.7(i) apply, Deel Group and/or Partner are released without liability from any obligations pertaining to the Deel Services detailed in the applicable Quote. In any event where the documents related to the relevant Deel Services have already been submitted, the Customer will not be entitled to any refund, either in whole or in part.

5.11. Payment and Invoicing Term. All invoices must be issued in USD and processed through the Deel Platform for both issuance and payment. Deel Group will generate an invoice and the Customer will make all payments within five (5) days from the date of the invoice unless a different time frame is specified on the Deel Platform or the Quote.

5.12. All fees are exclusive of all state and local taxes, or other taxes or charges (other than income taxes payable by Deel Group) applicable to the receipt or use of the Deel Services. In the event, any state or local tax and charges may apply to all or part of the fees and expenses, according to the relevant tax laws and regulations, Customer agrees to pay all such charges or taxes within the time period set out in this Agreement or the applicable invoice.

5.13. In case the Customer instructs Deel to suspend and/or pause the Deel Services for a period of more than 6 weeks, a reactivation fee as agreed upon in the Quote shall be payable. In such an event, the time and costs estimates of the Deel Services may need to be revised accordingly and any such changes will be submitted to the Customer’s approval.

6. Customer Obligations

6.1. The Customer must provide true, accurate and complete Customer Data to Deel Group and/or Partner as requested. The Customer is responsible for accurately and timely provision of all information and documentation requested by Deel Group and specifically acknowledges that this directly impacts any time estimates that may have been provided for the Deel Services’.

6.2 Customer Data submission must comply with the requirements prescribed by Deel Group and/or Partner. The Customer is solely responsible for data accuracy, truth and completeness. Any changes affecting the Customer Data must be promptly communicated to the Deel Group and Partner. Failure to provide requested documents or Customer Data absolves Deel Group and Partner from all liability. To clarify, if the Customer fails to promptly inform Deel Group and/or Partner of any changes, Deel Group will not issue a refund. In such cases, the Customer will be liable for any claims, damages, or liabilities, and both Deel Group and Partner will be released from any related obligations under this Agreement and any Quote. Deel Group shall be entitled to receive full payment of all fees agreed upon by the Parties in the Quote.

6.3. All Customer documentation must be provided in English.

6.4. The Customer agrees to promptly settle all fees and costs invoiced by Deel Group.

6.5. Customer agrees not to use the Deel Services for any illegal activities or to appropriate, copy, or use the name “Deel” or any other business names, trademarks, service marks, logos, trade names, or other identifiers or intellectual property associated with Deel Group, in any modified or altered form, for any purpose. For the avoidance of doubt, Deel Group does not assign any right, title, or interest in Intellectual Property Rights created or developed by Deel Group.

6.6. The Customer shall indemnify Deel Group, its Affiliates, officers, directors, employees, agents, Partners and other representatives from all and any claims, including but not limited to third-party claims, liabilities, costs, fees and expenses, including reasonable attorneys’ fees, resulting from any breach of this Agreement by the Customer or any actions or omissions of the Customer. The Customer will not settle any claims that require an adverse act or admission by Deel Group or imposes any obligation upon Deel Group without Deel Group's prior written consent. Under no circumstances will Deel Group (or its Partners) be liable for any settlement made without Deel Group’s prior written consent.

6.7. Failure to comply with these obligations outlined in this clause 6 will render the Customer liable for any additional costs and losses incurred as a result.

7. Liability

7.1. A PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (A) ANY DAMAGES FOR LOST PROFITS, OR (B) ANY DAMAGES RESULTING FROM LOSS OF USE OR LOSS OF DATA.

7.2. WHERE PARTNERS ARE ENGAGED DIRECTLY BY CUSTOMER THROUGH A SEPARATE WRITTEN AGREEMENT, DEEL GROUP DOES NOT WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY WORK PERFORMED OR SERVICES PROVIDED BY PARTNERS, NOR FOR THEIR CONSEQUENCES. DEEL WILL REMAIN RESPONSIBLE AND LIABLE FOR THE PERFORMANCE OF PARTNERS PROVIDING DEEL SERVICES TO CUSTOMER AS IF THE DEEL SERVICES WERE PERFORMED BY DEEL, UP TO THE LIMIT PROVIDED IN THIS SECTION. WHILE DEEL GROUP COMMITS TO EXERCISING REASONABLE CARE AND COMMERCIALLY REASONABLE EFFORTS IN DELIVERING DEEL SERVICES, IT SHALL NOT BE HELD LIABLE FOR DELAYS OR ANY ACTS OR OMISSIONS BEYOND ITS CONTROL, INCLUDING BUT NOT LIMITED TO THOSE INVOLVING PARTNERS.

7.3. DEEL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT, DEEL GROUP MAKES NO OTHER WARRANTIES OR REPRESENTATIONS REGARDING ITS SERVICES, EXPRESSLY DISCLAIMING ALL OTHER WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER DEEL GROUP NOR ITS PARTNERS GUARANTEE THE OUTCOME OF DEEL SERVICES. THE CUSTOMER ACKNOWLEDGES THAT ANY DISPUTES OR CLAIMS WITH PARTNERS, INCLUDING THOSE RELATED TO THIS AGREEMENT, ARE EXCLUSIVE TO THE CUSTOMER AND THE RESPECTIVE PARTNER.

7.4. TO THE FULLEST EXTENT PERMITTED BY LAW, DEEL GROUP’S LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID IN THE PRECEDING TWELVE (12) MONTHS FOR THE RELEVANT QUOTE ASSOCIATED WITH THE APPLICABLE CLAIM OR CAUSE OF CAUTION.

7.5. ANY PERMANENT LOCAL ESTABLISHMENT RISK OR LIABILITY AFFECTING CUSTOMER IN THE COUNTRY OR STATE FROM WHERE THE DEEL SERVICES ARE BEING PROVIDED UNDER THIS AGREEMENT SHALL BE EXCLUSIVELY CUSTOMER’S RESPONSIBILITY. THE PARTIES AGREE THAT DEEL SHALL NOT ASSUME ANY LIABILITY ARISING OUT OF OR RELATED TO SUCH RISK OR LIABILITY.

8. Dispute Resolution

8.1. Any disputes arising out of or in connection with this Agreement shall be finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”). The seat of arbitration shall be Miami, Florida. The applicable AAA rules for expedited procedure shall apply unless the amount in dispute exceeds USD$ 1,000,000.00. Each Party shall bear its own costs. The Parties, their representatives, the arbitral institution, other participants and/or arbitrator(s) shall hold the existence, content, and result of the arbitration in confidence.

8.2. Notwithstanding the foregoing, Deel Group reserves the right to submit any disputes related to non-payment of any fees, costs invoices, or other payments owed by Customer under this Agreement before the courts of the United States, or before the courts of the country or jurisdiction in which Customer has a commercial or registered address, or in any jurisdiction in which Customer operates. In the event that Deel Group prevails in whole or part, Customer agrees to pay Deel Group’s reasonable attorneys fees and costs incurred.

8.3. No Class Action. The Customer may only settle disputes with Deel Group on an individual basis and shall not initiate a claim through a class, consolidated, or representative action. Class arbitrations, class actions, private partner general actions, and consolidation with other arbitrations are strictly prohibited.

9. Term and Termination

9.1. Deel Group will only begin providing the Deel Services upon receipt of payment for the applicable Deel Services under the relevant Quote. This Agreement will become effective when Deel Group begins providing the Deel Services and shall remain in effect until terminated according to its provisions. Upon termination of this Agreement and the associated Quotes, the Customer is responsible for paying all fees, costs, and expenses accrued by Deel Group and/or its Partners.

9.2. Deel Group reserves the right to withhold any of the Deel Services or terminate this Agreement immediately: (i) for any breach of this Agreement by the Customer; (ii) if outstanding fees remain unpaid after notice; or (iii) at Deel Group’s discretion for any other valid reason. The Customer may terminate this Agreement with ninety (90) days’ notice.

10. Miscellaneous

10.1. Confidentiality. Neither Party will disclose, reproduce, summarize, or distribute any of the Confidential Information except as necessary to provide the Deel Services or explicitly provided hereunder. The receiving Party will promptly notify the Disclosing Party upon discovering any unauthorized use or disclosure of any Confidential Information and shall cooperate to regain possession and prevent further unauthorized use or disclosure. Furthermore, unless mandated by applicable laws, neither Party shall disclose Confidential Information to any other person or entity except its representatives involved in fulfilling obligations under this Agreement. If a Party reasonably believes disclosure is required by applicable laws, it shall notify and assist the other Party in lawfully preventing or limiting such disclosure prior to any proposed action.

10.2. Relationship. The Parties are and will remain independent and separate entities. Nothing contained in this Agreement, Quote and or the Terms of Service will be deemed to establish a partnership, joint venture, or agency relationship between the Parties.

10.3. Updates to the Agreement. Deel Group reserves the right to periodically update this Agreement and will notify the Customer of any such updates. The Customer will be considered to have accepted the new terms of the Agreement one (1) full calendar month after the date of notice of the update(s) or upon entering into a new Quote, whichever occurs earlier. The Customer continued use of the Deel Services will constitute acceptance of the new terms.

10.4. Waiver. Neither Party will be considered to have waived any of its rights or remedies under this Agreement unless such waiver is in writing and signed by the waiving Party.

10.5. Extraordinary Events. Deel Group will not be held liable for, nor be deemed in default or breach of this Agreement due to any delay or failure to perform as required, arising from causes or conditions beyond Deel Group’s reasonable control.

10.6. No Legal or Tax Advice. In accordance with the disclaimer accessible on the Deel Group website https://www.deel.com/disclaimer, the Customer agrees and understands that Deel Group neither provides nor offers legal and/or tax advice or assistance. However, Deel Group may select and appoint a Partner from its network to provide the relevant Deel Services. Deel Group holds no control and assumes no responsibility for the advice, actions, or inactions of the Partner.

10.7. Privacy Policy. Deel Group undertakes to ensure compliance with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other relevant legislation or regulations governing the processing of personal data. All rights and obligations of the Parties with respect to the processing of personal data pursuant to this Agreement shall be governed by the Data Processing Addendum ("DPA"). The DPA is an integral part of this Agreement and the Deel Terms of Service, and can be accessed through the following link: https://www.deel.com/data-processing-addendum, unless the Customer has signed a separate written DPA with Deel Group.

10.8. Severability. If any provision of this Agreement is held illegal, invalid or unenforceable under any applicable law, it will not affect the validity or enforceability of any other provision that can stand independently. The Agreement will be construed as if the invalid or unenforceable provision had not been included.

10.9. Survival. Provisions reasonably expected to survive termination or expiration of this Agreement will remain in effect, including but not limited to Customer’s use of Partners outside of the scope of this Agreement.

10.10. Notices. All notices under this Agreement will be delivered via email and/or the Deel Platform, and will become effective on the first business day after being sent. Notices will be sent to the email addresses specified by the Customer in the Quote. Notices to Deel Group should be sent to legal-corporate@deel.com.

10.11. No Assignment. The Customer may not transfer or assign any of its rights or obligations under this Agreement or any Quote without Deel Group’s prior consent.

10.12. Compliance with Laws. Each Party will comply with all material aspects of all applicable state, federal and local laws, writs, injunctions, decrees, executive orders, and regulations in the performance of its obligations under this Agreement, including, but not limited to, export control laws and regulations.

10.13. Governing Law. This Agreement shall be governed by laws of the State of Florida. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

10.14. Entire Agreement. This Agreement contains the entire and complete understanding between the Parties concerning its subject matter, and supersedes all previous written or oral representations, agreements and understandings between the Parties, whether expressed or implied.

10.15. Publicity. Deel Group reserves the right to utilize, disclose, and mention the Customer as a case study for the Deel Services. Additionally, Deel Group may use the Customer's name, trademarks, service marks, quotes and logos on their website, marketing materials, advertisement, and in all present or future media formats. Additionally, the Customer agrees that Deel Group is authorized to disclose their status as a recipient of Deel Services; furthermore, the Customer undertakes, where requested to do so by Deel Group, to share their experience with the Deel Services with other potential customers of Deel Group.