Deel Legal Hub
The information provided here is for Deel customers and users who have legal questions about our products, terms, policies, and compliance.
Deel Consulting Terms
The following terms and conditions (hereafter referred to as the “Agreement”) shall govern the relationship 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, as defined in this Agreement, and its Affiliates (“Customer”).
Deel Group and Customer shall be individually referred to as a “Party” and collectively as the “Parties”. Upon acceptance of this Agreement on the Deel Platform or upon first using the Deel Services, the Customer agrees to be bound by its terms.
1. Definitions
1.1. Deel HR Services means any services provided by Deel Group related to assistance and/or guidance related to human resources and related matters as specified and defined under Exhibit A and B, as applicable.
1.2. Exhibit means a description of the Deel HR Services that might be rendered to the Customer under this Agreement.
1.3. Deel Consultant means a specialized service provider engaged by Deel Group to provide the Deel HR Services.
1.4. Jurisdiction means the countries in which Customer desires to obtain Deel Group the Deel HR Services, subject to the terms and conditions of this Agreement and the entering into of any applicable Exhibit.
1.5. Authorized Representative means an authorized representative of Customer who shall submit a request.
1.6. Request to the Term to Deel Group to order any provision of the Deel HR Services by Deel Consultants and its specific requirements for such services by sending an email to Deel Group with all required information.
1.7. Project Manager(s) means the Deel Consultants that act as project managers when Deel Group deems necessary to involve Other Service Providers to provide Deel HR Services.
1.8. Activity Report means the report that Deel Consultants shall submit to Customer which shall include a short description of the Deel HR Services performed, the number of hours of Deel HR Services provided by Deel Consultants, and, if applicable, by any Other Service Providers.
1.9. Other Service Providers means the consultants such as accountants, counsels, lawyers, or any other professional outside of Deel Group appointed to assist with the provisions of the Deel HR Services as deemed necessary by Deel Group.
1.10. Other Service Providers' Fees means the prior approval that Deel Group shall obtain from the Customer for any Other Service Providers and associated costs or fees unless agreed upon in any applicable Exhibit.
2. Services
2.1. Subject to the terms and conditions of this Agreement and any applicable Exhibit and the payment of the applicable fees, Deel Group and/or any Other Service Provider shall provide the Deel HR Services to Customer. The description of the Deel HR Services may be provided as described in Exhibit A and/or Exhibit B, as applicable. From time to time and upon Deel Group’s request, the Parties may agree to a specific agreement to govern the local provision of the Deel HR Services in compliance with local regulations.
3. Payment and Invoicing
3.1. Payment and Invoicing Term. All invoices must be issued and paid through the Deel Platform or, if agreed by the Parties, paid via integration with other software. If an invoice statement omits any payable amount, such amount may be invoiced in a subsequent invoice. Customer will make all payments within five (5) days from the date of the invoice, unless a different term is specified on the Deel Platform.
3.2. If Customer fails to make any payment to Deel Group, Deel Group reserves the right to assess a late interest fee at the rate specified on the Deel Platform or the maximum rate permitted by law, whichever is lower.
3.3. Nothing in the 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.
3.4. For the purpose of ordering the Deel HR Services to be rendered under this Agreement, Customer and Deel Group shall, during the Term of this Agreement, from time to time enter into one or more Exhibits. An Authorized Representative shall submit the Request during the Term to Deel Group to order any provision of the Deel HR Services by Deel Consultants and its specific requirements for such services by sending an email to Deel Group with all required information.
3.5. Deel HR Services providers. The Deel HR Services shall be rendered to Customer by Deel Consultants or any Other Service Providers whenever Deel Group deems it necessary to engage such Other Service Providers. If Deel Group deems necessary to involve Other Service Providers, Deel Consultants will act as Project Managers.
3.6. Activity Report. Upon Customer’s request, Deel Consultants shall submit to Customer the Activity Report by no later than seven (7) days after the termination of the relevant Exhibit. This Activity Report shall include a short description of the Deel HR Services performed, the number of hours of Deel HR Services provided by Deel Consultants, and, if applicable, by any Other Service Providers.
4. Other Service Providers
4.1. Other Service Providers. In the event that Deel Group will deem as necessary during the course of the Deel HR Services to appoint Other Service Providers to assist with the provision of the Deel HR Services as requested in the applicable Exhibit, Deel Group will inform Customer at the appropriate time, including their suitability in contributing to the provision of the Deel HR Services and the applicable costs. Deel Group shall obtain prior approval from the Customer for any Other Service Providers and associated costs or fees unless agreed upon in any Exhibit. Other Service Providers' Fees shall be paid by Customer in addition to any other fees and costs agreed between the Parties in this Agreement and any applicable Exhibit.
4.2. Refusal of Other Service Providers. In the event of Customer’s refusal of a quote or a proposal of any Other Service Providers submitted by Deel Group to the Customer, Deel Group will be released from any obligation related to the Deel HR Service to be rendered pursuant to the applicable Exhibit and Customer will not be released of any due payment under this Agreement.
5. Customer’s obligations
5.1. Information. Customer acknowledges and confirms that it shall be required to provide to Deel Group any information necessary for the correct provision of the Deel HR Service and answer in full transparency, accuracy and good faith any question or other requests for information, as may be required from time to time by Deel Group in order to provide the correct Deel HR Services. Customer is and shall at all times remain solely responsible for the correctness and completeness of the information provided by it to Deel Group and hereby undertakes not to omit, withhold, partially provide or hide any information which is relevant for the correct provision of the Deel HR Services. In the event of any change or any other event which may cause such information to be inaccurate, incomplete, or that may have an impact on the provision of the Deel HR Services to be provided by Deel Group or otherwise affect Deel Group’s ability to provide the Deel HR Services, Customer shall promptly inform Deel Group of such change or modification. In case of omission or any other delay or failure in informing Deel Group of any of the foregoing, Deel Group will not be responsible or liable for any claim, damage or liability of any nature or scope arising from the advice provided.
5.2. If Customer does not provide the required information and/or documents to Deel Group within the time limits specified or to be specified, Customer shall assume full responsibility for such failure. Customer hereby agrees that Customer shall indemnify and hold Deel Group harmless for any loss or damage which is suffered as a result of Customer’s failure to meet its obligations under this Agreement and/or any applicable Exhibit.
6. No Attorney-Client relationship
6.1. Customer acknowledges and agrees that Deel Group is not a law firm or a tax or accounting advisory company, and is not permitted to engage in the practice of law or the provision of any professional (including legal or accounting) advice and services. The word “Deel Consultant” used for the purpose of this Agreement does not and cannot in any case hold Deel Group’s professionals out as lawyers or legal advisors. Any information or advice rendered by Deel Group to Customer is not, and shall not be deemed or treated as, professional advice. In the provision of the Deel HR Services, Deel Group does not act as an attorney or a registered tax or accounting advisor, or any other professional advisor, or otherwise does not provide any such professional advice to Customer. Nothing in this Agreement and the provision of the Deel HR Services shall create any professional-Customer relationship between Deel Group and Customer. Customer’s receipt of the Deel HR Services does not create such a professional-Customer relationship with Deel Group and Customer agrees and understands that they would consult their own tax, legal, accounting or other professional advisors (as the case may be) if they intend to rely on the Deel HR Services provided by Deel Group.
6.2. Deel Group shall not be liable for any failure or delay in the rendering and/or performance of the Deel HR Services caused by circumstances beyond Deel Group’ reasonable control. If the Deel HR Services require engagement with Other Service Providers, Deel Group assumes no liability for the services they provide
6.3. Customer is solely responsible for engaging Deel Group promptly for assistance or guidance on any issue within the scope of the Deel HR Services. Deel Group shall not be held liable for any delay caused by Customer in engaging the Deel HR Services, nor for any resulting delay in delivering the Deel HR Services.
6.4. As necessary and applicable, Customer should review any guidance or assistance provided by Deel Group with their own tax, legal, accounting, or other professional advisors.
7. Limitation of Liability
7.1. IN NO EVENT SHALL THE TOTAL LIABILITY OF DEEL GROUP FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICES RENDERED UNDER THIS AGREEMENT, IN THE AGGREGATE, EXCEED THE FEES PAID AND PAYABLE TO DEEL GROUP IN THE TWELVE-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE INCIDENT OR THE DAMAGE OCCURED.
7.2. Neither Party shall be liable to any other Party for any indirect or consequential loss or similar damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, provided such damage was not caused by a willful act.
8. Duration & Termination.
8.1. This Agreement shall be deemed to come into force on the Effective Date and shall be effective for a period ending twelve (12) months after the Effective Date (the “Initial Term”).
8.2. Either Party may terminate this Agreement at the end of each twelve-month period following the Effective Date (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”) by providing written notice to the other party at least thirty (30) days prior to the end of the current term. If no such notice is given, this Agreement will automatically renew for another successive twelve-month period.
8.3. Any Service that is ordered by Customer pursuant to a duly signed Letter must be consumed during the applicable Term and any unused Services will expire. Nonetheless, the expiry or termination of this Agreement shall not affect the validity of the Letter entered into before the date of expiry or termination of the Agreement, and each Letter shall continue in full force and effect until the complete provision of Deel HR Consulting Services specified in the Letter.
8.4. Upon termination of this Agreement, all unpaid invoices must be paid to Deel Group within seven (7) days of the termination date. Deel Group shall have full discretion not to provide the Deel HR Services to Customer in the event of any late or unpaid invoices and shall not be liable for any damages or loss suffered by Customer as a result. In any case, Customer agrees that Deel Group shall not owe any duty or obligation whatsoever to provide the Deel HR Services to Customer in order to completely resolve or conclude the Request.
8.5. No Refund. The fees agreed between the Parties are non-refundable.
9. Scope of this Agreement
9.1. This Agreement: (a) governs the overall relationship between Deel Group and Customer with respect to the provision of the Deel HR Services to Customer under the applicable Exhibit; and (b) sets out the terms and conditions that shall apply to Exhibits.
10. Waiver and Indemnity
10.1 Waiver. Customer waives in any case towards Deel Group, any contractual or extra-contractual claims whatsoever relating to the Deel HR Services and this Agreement. Customer further accepts and agrees that Deel Group shall not in any way be liable to Customer or any third party (including but not limited to any taxation authority) for any losses, penalties, damages, claims, lawsuits, or any other costs that Customer may incur as a result of the Deel HR Services. Because Customer agrees that Deel Group is not acting in any professional capacity in the provision of its Deel HR Services to Customer, Customer undertakes not to raise any complaint to any professional body or authority, or pursue any claim, demand, restitution, or otherwise submit to adjudication in any competent court or tribunal or authority any case against Deel Group for breach of professional responsibility or any other such related claims in respect of the Deel HR Services.
10.2. Indemnity. Customer agrees to indemnify and hold harmless Deel Group from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this agreement, incurred by the Indemnified Parties in connection with any claim arising out of or resulting from: (i) any violation of this Agreement by Customer; or (ii) the accuracy of the representation, warranty or covenants made by Customer.
11. Dispute Resolution.
11.1. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.
11.2. If the Parties have not been successful in resolving the dispute through mediation as set forth in Section 11.1, then the Parties shall attempt to resolve the dispute through binding arbitration by a sole arbitrator selected by the Parties in accordance with the Commercial Arbitration Rules of the AAA in effect at the time, in San Francisco, California. Any award shall be final and binding and judgment thereon may be entered in any court of competent jurisdiction.
11.3. Each Party shall bear its own expenses and an equal share of the expenses of the mediator or arbitrator and the fees of the AAA. The Parties, their representatives, other participants, and the mediator or arbitrator shall hold the existence, content and result of the dispute resolution process in confidence. Subject to other provisions of this Agreement, if a dispute is not resolved by arbitration, the Parties shall have the right to resort to any remedies permitted by law. All defenses based on passage of time shall be tolled pending the termination of arbitration. Nothing in this paragraph will be construed to preclude either Party from seeking injunctive relief in order to protect its rights pending an outcome in arbitration. A request by a Party to a court for such injunctive relief shall not be deemed a waiver of the obligation to mediate.
11.4. Governing Law. This Agreement will be construed in accordance with and governed by the substantive laws of the State of California. The Parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
11.5. Other. For the avoidance of doubt, all other terms and conditions of any other agreements between the Parties, will remain unchanged and in full force and effect.
EXHIBIT “A”: Managed HR Services
Deel Group, as agreed with the Customer, shall provide the Managed HR Services including but not limited to the topics listed in the table below to Customer, in connection with all of its full-time employees. The Parties will agree the relevant scope of the Managed HR Services and the price.
| Overview of the Managed HR Services | Deel Group may provide consulting services, which may be related to assistance and/or guidance related to human resources and related matters as specified and defined here(the “Deel HR Consulting Services”) by a team composed of consultants of Deel Group (the “Deel Consultants”) and / or, if required other external service providers. |
| Description (or catalog) of the Managed HR Services | The Managed HR Services shall cover the following topics: a) Time-off, leaves and working-time organization i) Vacation (Recommendations on vacation policies and local regulations) ii) Leave Regulations and Best Practices (Recommendations on leave-related regulations and best practices) iii) Leave of absence rules and Templates (Providing templates for maternity, paternity, and sick leave documents) iv) Working Time (Recommendations on working time organization best practices, local regulations and how to fill in reports) v) Time Off Documents (Review documents related to Time Off to ensure compliance with PTO policies) vi) Time Off Eligibility Inquiries (Answer questions coming from employees related to Time Off eligibility and associated pay rates) b) Contract drafting and terminations: i) Contracts Best Practices (Recommendations on types of contracts, duration, conditions, etc.) ii) Employment Agreement Template iii) Probation Period (Recommendations on probation best practices and local regulations based on CBA analysis) iv) Probation Extension Templates (Providing templates for probation extensions) v) Notice Period (Recommendations on notice period best practices and local regulations) vi) Severance Payments (Guidance on rules, estimation of severance amounts) vii) Termination (Guidance and dismissal, letter drafting, guidance on mutual termination agreement, submission of formal documents at the relevant authority/court, best practices and regulation, etc.) c) Compliance and privacy: i) Compliance Documentation best practices ii) Compliance Training best practices iii) HR Data Privacy best practices iv) HR Policy Compliance best practices d) Health and safety: i) Health and safety (Guidance, documentation drafting, etc.) ii) Employee Medical Check Inquiries (Answer questions from employees regarding medical checks required during onboarding) e) Others: i) Job Description Updates (Update job descriptions to reflect current responsibilities and requirements) ii) Expenses of remote workers information (Provide rules on remote workers expenses and how to manage them) iii) Employee benefits (Referral with provider for: pension, health insurance, benefits, etc.) iv) Benefits (Onboarding and offboarding employees on clients’ benefits, including health insurance and retirement plans) |
| Other Services | Additional scope and pricing shall be mutually agreed between the Parties and at Customer’s sole cost and expense. |
EXHIBIT “B”: HR Consulting Services
Deel Group, as agreed with the Customer, shall provide to the Customer the HR Consulting Services including but not limited to the topics listed in the table below. The Parties will agree the relevant scope of the HR Consulting Services and the price separately.
| Overview of the HR Consulting Services | Deel Group may provide consulting services, which may be related to assistance and/or guidance related to human resources and related matters as specified and defined here(the “Deel HR Consulting Services”) by a team composed of consultants of Deel Group (the “Deel Consultants”) and / or, if required other external service providers. |
| Description of the HR Consulting Services | a) HR Document Customisation: i) Employment Agreement template drafting ii) Employee Handbook template drafting iii) Applicable HR policies template drafting iv) Applicable privacy policies v) Collective Bargain Agreements analysis vi) Note on benefits (what is mandatory, what's not mandatory) vii) Note on best practices to transfer employees compliantly b) Country Expansion Consulting: Country comparison on the following characteristics: i) Market labor flexibility: how easy is it to hire/fire, salary levels (for some specific jobs only), quality of talent pools, etc. ii) Hiring costs: salary insights for their specific recruitment needs (inc. employer costs), entity set-up costs, risk of permanent establishment and misclassification iii) Tax levels: at corporate and personal level, based on their specific incorporation goals (IC vs. EOR vs. Entity setup) c) M&A Services: End-to-end HR support on M&A deals. This may include the following: i) HR Strategy: HR strategy alignment in the countries impacted by the M&A ii) Employee Transfer: Guidance on transfer of employees iii) Entity Set-up: Assistance to create and manage new entities, minimizing the risk of non-compliance and allowing transition to Global Payroll iv) Payroll Set-up: Onboarding and continuous compliance for employees d) Others: i) Assist in understanding local applicable regulations ii) Worker classification assessment best practices iii) Guidance on best practices for termination |
| Additional terms | If Customer wishes to proceed with the purchase of the relevant Deel HR Consulting Services, Deel Group shall submit a Scope of Work to Customer. The Parties shall complete the applicable Scope of Work with any required information and sign the Scope of Work for acceptance of the Deel HR Consulting Services described thereto. Deel Group may refuse to enter into any applicable Scope of Work at its absolute discretion. Upon receipt of an approved and duly signed applicable Scope of Work by Customer and Deel Group’s acceptance of such Scope of Work, Deel Group shall render the Deel HR Consulting Services to Customer in accordance with the specific terms and conditions set forth in the applicable Scope of Work. Each Scope of Work that is agreed by the Parties shall constitute a separate contract for the provision of the applicable Deel HR Consulting Services to be rendered under the terms of the Scope of Work and the Agreement. For the avoidance of doubt, the Deel HR Consulting Services described under Exhibit B does not include any hours related to the services to be rendered by any Project Manager and additional payment shall be made for any hours spent by any Project Manager under the Agreement and as specified in any applicable Scope of Work. If you are interested in our HR Consulting Services, please can contact us by submitting a request at consulting@deel.com or contact your assigned Customer Success Manager. |
