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 EOR, COR, and Global Payroll
Effective date
2024 年 10 月 7 日
Index
■ Part I. Standard Terms;
■ Part II. Consulting Services, Contractor of Record, and Contractor of Record Lite services; and
■ Part III. Global Payroll Services.
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.
Part I. Standard Terms
1. Definitions
1.1. Affiliates means any entity which is: (a) directly or indirectly controlled by or is under common control with Deel Inc., (b) operates with Deel Group under a separate written agreement in cases where a partner provides Deel Services in collaboration with Deel Group, or (c) incorporated by the Customer on the Deel Platform as a Customer Affiliate, upon approval by Deel Group following the necessary checks.
1.2. Confidential Information means: (a) information concerning a Party’s products, business, and operations, including, but not limited to, information relating to business plans, financial records, customers, suppliers, vendors, products, product samples, costs, sources, strategies, inventions, procedures, sales aids or literature, technical advice or knowledge, contractual agreements, pricing, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies and interests, algorithms, data, designs, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems, know-how, or other intellectual property of a Party and its Affiliates, that may be furnished, communicated, or delivered to the other Party, whether in oral, tangible, electronic, or other form, (b) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement, and (c) all other non-public information provided by a Party under this Agreement.
Confidential Information does not include information that: (a) was lawfully in the receiving Party’s possession before receipt from the disclosing Party, as established by competent evidence, (b) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the receiving Party, (c) is received by the receiving Party from a third party free to make such disclosure without, to the best of the receiving Party’s knowledge, breach of any legal or contractual obligation, (d) is independently developed by the receiving Party without the use of the Confidential Information of the disclosing Party, as demonstrated by competent evidence, or (e) is disclosed by the receiving Party with the disclosing Party’s prior written approval.
1.3. Deel Platform means the software-as-a-service solution available on our website (app.deel.com) or through our application (Deel: Global HR & Payroll), subject to the applicable terms of use, through which Deel Services are provided.
1.4. Force Majeure Event means any act beyond a Party’s reasonable control, including, but not limited to, any of the following: (a) flood, fire, earthquake, or explosion, (b) epidemic, pandemic, or other health emergency, (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, (d) government order or law, (e) actions, embargoes, or blockades effective from or after the commencement of this Agreement, and (f) action by any governmental authority.
1.5. 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.
2. Deel Platform.
2.1. As a part of the Deel Services and subject to the terms hereof and the applicable platform terms of use, which the Customer accepts directly on the Deel Platform, 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. Deel Group retains exclusive ownership of all rights, title, and interest in the Deel Platform and all related materials, including all associated Intellectual Property Rights. Except as explicitly stated, Deel Group does not grant any additional license, right, title, or interest in the Deel Platform, materials, or Intellectual Property Rights.
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. Deel Group will generate an invoice or an invoice statement for all charges and fees by the 26th calendar day of each month, unless a different term is specified on the Deel Platform. If an invoice statement omits any payable amount, such amount will be invoiced in a subsequent invoice. Customer will make all payments within five (5) days from the date of the invoice or invoice statement, unless a different term is specified on the Deel Platform where applicable fees may be specified by Deel Group.
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.
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.
Notwithstanding anything in this Agreement, Deel Group may transfer or assign its right of payment to a debt collection agency, a debt purchaser, or any other third party. 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.
4. Confidentiality.
4.1. Use of Confidential Information; Standard of Care. The Parties acknowledge that by reason of their relationship under this Agreement, each Party may disclose or provide access to the other Party certain Confidential Information. All Confidential Information shall remain the exclusive property of the disclosing Party. The receiving Party shall maintain the disclosing Party’s Confidential Information in strict confidence and disclose the Confidential Information only to its employees, subcontractors, and representatives who: (a) have a need to know such Confidential Information in order to fulfill the business affairs and transactions between the Parties contemplated by this Agreement, (b) have been informed of the confidential nature of the Confidential Information furnished by the disclosing Party and the receiving Party’s obligations with respect thereto, and (c) are under confidentiality obligations no less restrictive than this Agreement. The receiving Party shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Each Party shall only use the Confidential Information in furtherance of the performance of its obligations under this Agreement, and agrees not to use the other Party’s Confidential Information for any other purpose or for the benefit of any third party.
4.2. Required Disclosures. If the receiving Party is confronted with legal action to disclose the Confidential Information received from the disclosing Party under this Agreement, the receiving Party shall, unless prohibited by the applicable laws, provide prompt written notice to the disclosing Party to allow the disclosing Party an opportunity to seek a protective order or other relief that it deems appropriate, and the receiving Party shall reasonably assist the disclosing Party in such efforts. If disclosure is nonetheless required, the receiving Party shall limit its disclosure to only the portion of the Confidential Information which must be disclosed as advised by its legal counsel.
4.3. Unauthorized Use or Disclosure of Confidential Information; Equitable Relief. In the event the receiving Party discovers that any Confidential Information has been used, disseminated, or accessed in violation of this Agreement, it will immediately notify the disclosing Party; take all commercially reasonable actions available to minimize the impact of the use, dissemination, or publication; and take any and all necessary steps to prevent any further breach of this Agreement. The receiving Party agrees and acknowledges that any breach or threatened breach of the Confidential Information may result in irreparable harm to the disclosing Party for which there may be no adequate remedy at law. In such event, the disclosing Party shall be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Agreement, in addition to all other remedies available in law or at equity.
4.4. Return of Confidential Information; Survival. The receiving Party shall promptly return or, at the disclosing Party’s option, certify the destruction of all copies of Confidential Information received from the disclosing Party at any time upon request or within thirty (30) days following the expiration or earlier termination of this Agreement. Notwithstanding the expiration or earlier termination of this Agreement, the receiving Party’s obligations to protect the Confidential Information pursuant to this Section will survive for two (2) years after the expiration or earlier termination of this Agreement.
5. Intellectual Property
5.1. Each Party retains ownership of its Intellectual Property Rights held prior to the commencement of Deel Services or developed independently of this Agreement. For clarity, Deel Group does not assign any rights, title, or interest in Intellectual Property created or developed by Deel Group prior to or independent of the Deel Services or this Agreement.
6. Data Privacy.
6.1. 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 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.
7. Representations and Warranties.
Each Party represents and warrants that:
7.1. Power and Authority; Execution and Delivery. It has the power, authority, and legal right to execute and deliver this Agreement, and to perform its obligations hereunder.
7.2. No Violations and Enforceability. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any applicable laws or constitute a default under any agreement or contract by which such Party may be bound and represents a valid, legal, and binding obligation of the Party.
8. Indemnification.
8.1. Deel Group Indemnification. Deel Group will indemnify, defend, and hold harmless Customer from and against any judgments, losses, damages, liabilities, costs, or expenses (including, but not limited to, reasonable attorneys’ fees and legal expenses) Customer may suffer or incur in connection with any actual or threatened claim, demand, action, or other proceeding by any third party arising from or relating to: (a) any breach of this Agreement by Deel Group, (b) any misrepresentation, negligence, or willful misconduct by Deel Group in connection with the performance of the Deel Services, and (c) any claim that the Deel Platform infringes any intellectual property or other rights of a third party, provided, however, that Deel Group shall have no responsibility or liability for any claim to the extent resulting from or arising out of (i) the use of the Deel Platform not in compliance with this Agreement, or applicable laws, (ii) the combination of the Deel Platform with any services not provided by and/or pre-approved by Deel Group, or (iii) the modification of the Deel Platform by Customer.
8.2. Procedure. Any Party seeking indemnification (“Indemnitee”) shall: (a) promptly provide written notice of a claim to the other Party (“Indemnifying Party”) upon becoming aware of it; (b) allow the Indemnifying Party to assume control over the defense and settlement of the claim, provided that the Indemnitee’s consent is required for any settlement that would impose liability or responsibility on the Indemnitee; and (c) reasonably cooperate with Indemnifying Party, at Indemnifying Party’s expense, in the defense and settlement of the claim
9. Limitation of Liability; Limitation of Warranty
9.1. 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.
9.2. EXCEPT AS SET OUT IN THIS AGREEMENT, DEEL GROUP DOES NOT MAKE ANY OTHER WARRANTIES OR REPRESENTATIONS RELATING TO THE DEEL SERVICES. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED AND EXCLUDED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Dispute Resolution
10.1. 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.
10.2. Notwithstanding the foregoing, Deel Group reserves the right to submit any disputes related to non-payment of any fees, 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 attorney fees and costs incurred.
11. Termination
11.1. If any Party is in breach of a material term of this Agreement, including any of the Party’s specific obligations, and having been served notice by the other Party to remedy any such breach, the breaching Party fails to do so within fifteen (15) days of receiving such notice, the other Party is entitled to terminate this Agreement and/or the Deel Services with immediate effect and without notice to the breaching Party.
11.2. A Party has the right to immediately terminate this Agreement and/or the Deel Services, in the event that the other Party becomes insolvent, makes a general assignment for the benefit of creditors, is subject to or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under the Federal Bankruptcy Code or any other federal, state, or foreign statute relating to insolvency or protection of creditors.
11.3. Customer acknowledges that Deel Group reserves the right to terminate this Agreement and/or the Deel Services, in circumstances where the Deel Services and/or Deel Platform may be used other than as intended according to this Agreement, or where Customer’s usage adversely affects or interferes with the operation of the product or service, or the use of the product or service by others or, without limitation, the use of the Deel Services may result in criminal acts or violations of laws.
11.4. Survival. The termination or expiration of this Agreement will not discharge or relieve either Party of any obligations that are intended to survive the termination of this Agreement.
12. General
12.1. Relationship. The Parties are and will remain independent and separate entities. Nothing herein will be deemed to establish a partnership, joint venture, or agency relationship between the Parties.
12.2. Assignment. Neither Party may assign their rights and duties under this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld, delayed, or conditioned. Any purported assignment in violation of this Section 12.2 will be void and of no effect. No assignment will relieve the Parties of its previously accrued obligations under this Agreement.
12.3. Notices. Notices must be in writing and sent to the Party's principal place of business or designated address. Notices are considered given upon delivery, email, or registered mail, excluding legal proceedings. Changes to Customer information must be updated on the Deel Platform and approved by Deel Group. Notices via email should be sent to the email address specified by the Customer or to legal@deel.com for Deel Group.
12.4. 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.
12.5. Force Majeure. Neither Party shall be liable for non-performance or interruption of the Deel Services including delays caused by Deel Group in delivering these services, in the event of a Force Majeure Event. Unless the performance by Deel Group’s obligations under this Agreement is delayed by a Force Majeure Event and such delay is excused under this Section 12.5, no Force Majeure Event shall excuse permanent non-performance. Instead, it shall excuse only delays in the performance, and solely to the extent that these delays are directly caused by the Force Majeure Event. If a Force Majeure Event does delay performance for a period of more than three (3) months, either Party, upon notifying the other Party, has the right to terminate and rescind this Agreement and the Deel Services.
12.6. 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.
12.7. 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). The Customer continued use of the Deel Services will constitute acceptance of the new terms.
12.8. Severability. If any provision of this Agreement is held invalid or unenforceable under any applicable law, such invalidity or unenforceability will not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, and this Agreement will be construed as if said invalid or unenforceable provision had not been contained herein.
12.9. Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understanding, oral or written, with respect to such matters.
12.10. Remedies Cumulative. The rights and remedies of the Parties under this Agreement will be cumulative and in addition to all other rights and remedies available at law and in equity.
12.11 Construction. Headings and captions in this Agreement are for convenience and reference only and shall not define, limit, or extend the scope or intent of any provisions. Where applicable, singular terms may be interpreted in the plural and vice versa. Words with established technical or trade meanings will be construed accordingly.
12.12 Waiver. No waiver of any provision of this Agreement will be valid unless in writing and signed by the waiving Party. A waiver will not apply to any subsequent breach of the same or any other provision. Failure by either Party to enforce any right or remedy under this Agreement shall not be considered a waiver of such right or remedy in relation to any future breach or failure.
Part II. Consulting Services, Contractor of Record, and Contractor of Record Lite Services
The following provisions apply exclusively to Consulting Services, Contractor of Record, and Contractor of Record Lite services.
1. Definitions
1.1. Assignment means the scope of projects requested by the Customer, fulfilled by Consultants engaged by Deel Group, and outlined in the Work Order.
1.2. Consultant means a specialized service provider engaged by Deel Group as an independent contractor or employee at Customer’s request, as identified in the applicable Work Order, to assist in the Assignment.
1.3. Deel Services means the consulting services provided by Deel Group to the Customer, including project management for specific assignments facilitated by one or more Consultants.
1.4. Termination Costs means any payment required under the law, legal fee, loss, damage, liability, cost, charge, and/or expense (including any costs of enforcement) arising from the termination of any Assignment defined in the Work Order. Deel Group will take all reasonable measures to allow the termination of any Assignment to be effective at the earliest possible date while mitigating risks associated with such termination, to the best of Deel Group’s knowledge and capabilities and in respect with the relevant applicable law to limit exposure to potential lawsuit and related risks.
2. Services
2.1. Customer and Deel Group may enter into a work order for the provision of the Deel Services related to the Assignments (“Work Order”). The Work Order will be generated on the Deel Platform and will include the Deel Service details.
2.2. Customer retains Deel Group to provide the Deel Services in accordance with the Work Order. In the event of any inconsistency between the Work Order and the terms of Part I or Part II of this Agreement, the terms of this Agreement shall prevail.
2.3. Without limiting Customer’s responsibility, Deel Group reserves the right not to engage a Consultant at its sole reasonable discretion.
3. Fees
The Customer must pay all fees specified in the Work Order and in Parts I and II of this Agreement.
3.1. 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, including any fees, costs, or payments owed to the Consultant, Customer shall be liable for such increase. Any additional fees are for services only and do not include charges for software, cloud-based services, or other tangible personal property.
3.2. Consultant’s Fees. Customer shall pay any costs and expenses incurred by Deel Group related to the provision of the Deel Services or the termination of any Assignment.
3.3. Fee Deposit. As specified in the Work Order, Customer shall pay to Deel Group a deposit (“Fee Deposit”) for each Assignment. Deel Group shall not be obliged to provide the Deel Services until it has received the Fee Deposit. Deel Group shall refund the Fee Deposit to Customer within sixty (60) days of receiving full payment of all invoices relating to the applicable Consultant, provided that the Consultant has not filed or threatened to file any claim against any of the Deel Group Member. If Customer fails to fully pay any undisputed amount to Deel Group, Deel Group reserves the right to deduct any overdue amount from the Fee Deposit, and in such case Customer is obliged to replenish the deducted amount to Deel Group within a period of fifteen (15) days. If Customer becomes insolvent or fails to pay any undisputed invoice to Deel Group, Customer shall not be entitled to claim the Fee Deposit from Deel Group.
3.4. End of Service Compensation Accrual. As specified in the Work Order and if deemed necessary by Deel Group based on the provided Deel Services, in case the Consultant is engaged as an employee and from the Commencement Date (as such term is defined in the Work Order) and until its termination, the Customer shall accrue on a monthly basis an amount related to the expenses associated with terminating the engagement of a Consultant. This accrual amount will be determined according to local laws and best practices within the jurisdiction where the Consultant is engaged, and as may be instructed by Deel Group in advance (“End of Service Compensation Accrual”). For the avoidance of doubt the End of Service Compensation Accrual does not in any way guarantee or imply Deel Group’s ability to terminate a Consultant.
Deel Group will reimburse the Customer the unused portion of the End of Service Compensation Accrual within sixty (60) days after Deel Group receives full and final payment for all invoices pertaining to the Consultant, including its termination, provided that the Consultant has not filed or threatened to file any claim against any of Deel Group Member.
In the event that Customer is insolvent or fails to pay any undisputed invoice from Deel Group, Customer shall not be entitled to claim the return of the End of Service Compensation Accrual.
4. Intellectual Property
4.1. Deel Group shall ensure that the Consultant, as part of its engagement by Deel Group, executes an invention assignment agreement or clause in favor of Deel Group in connection with the Intellectual Property Rights created or developed by the Consultant in the provision of the Deel Services (“IP Assignment”).
4.2. Subject to the terms hereof and the applicable law, Deel Group hereby assigns to Customer, any and all Intellectual Property Rights under the IP Assignment.
4.3. If under applicable law, additional requirements are necessary beyond the IP assignment (“Additional Requirements”), Deel Group will assist Customer with these Additional Requirements at Customer’s request and expense.
4.4. Customer shall indemnify, defend and hold Deel Group harmless from and against any and all claims arising out of or in connection with Consultant’s and/or Customer’s infringement or misappropriation of third-party Intellectual Property Rights.
5. Responsibilities and Obligations of Deel Group
5.1. Deel Group will provide the Deel Services in accordance with the Work Order. Any applicable Consultant appointed to provide services to Customer under the Work Order shall remain an employee or contractor of Deel Group for the duration of the provision of the Deel Services and the Assignment, as specified herein, and the Consultant and Customer shall not take any action to cause the Consultant to be deemed an employee or a contractor of the Customer. For the avoidance of doubt, any applicable Consultant provides services as an external consultant as part of the Customer’s Assignment(s), pursuant to the Work Order.
5.2. If applicable, Deel Group shall administer the relevant employment-related aspects of any applicable Consultant’s engagement, including but not limited to: (a) the payment of the Consultant’s wages, (b) if applicable, the provision of benefits, (c) leave applications, (d) administering the Consultant’s performance management assessment, (e) mitigating risks of lawsuit, court cases and potential post-termination claims related to termination of any Assignment. Throughout the entire duration of the relevant Assignment, any Consultant shall communicate to Deel Group updates on the progress of the services they are providing in connection to the Customer’s Assignment(s).
6. Responsibilities and Obligations of Customer
6.1. Customer shall be solely responsible for: (a) the selection of Deel Group as a service provider and the use of the Deel Services, (b) managing its daily relationship with the Consultant during the provision of the Deel Services and the Assignment, (c) ensuring a safe work environment at all times, as well as obtaining necessarily insurance policies and licenses relevant to Customer’s business and activities, (d) ensuring that Consultant are treated fairly in relation to the Customer's own employees or contractors, (e) unless expressly assumed by Deel Group within the scope of the Contractor of Record product, as detailed in Section 7.3 of this Part II, the proper worker classification of the Consultant, (f) providing a defined Assignment scope and additional information and resources as reasonably required for the proper execution of the services by the Consultant; and (g) the timely payment of all fees and costs described in this Part II, including, but not limited to, any Termination Costs arising from a termination of any Assignment pursuant to the Work Order. Deel Group shall provide advance notice to the Customer regarding any such fees and costs prior to the conclusion of the Assignment pursuant to the Work Order.
6.2. While receiving and using the Deel Services, the Customer shall adhere to the guidance and policies provided by Deel Group from time to time. For the avoidance of doubt, Customer shall not make direct payments to any Consultant relating to the Deel Services described in this Part II and the Consultant will not be entitled to the Customer's benefit schemes.
6.3. Customer agrees to fully cooperate with Deel Group in a timely manner and provide all necessary assistance, information (including absences from work), and resources as reasonably required for the proper execution of the Deel Services. In particular, Customer shall provide Deel Group with a reasonable period of prior written notice of any changes impacting the (a) provision of the Deel Services and/or the Assignment, or (b) the Consultant's performance of the Assignment (including, but not limited to, any legal claim, injury, or incident relating to the Consultant or the workplace) to enable Deel Group to take all reasonable actions to comply with applicable laws, agreements, or best practices. The Customer shall fully cooperate with Deel Group and comply with Deel Group’s guidance in order to terminate any relevant Assignment pursuant to the Work Order in accordance with the applicable laws and best practices, and to minimize associated risks.
6.4. In the event that the Consultant incurs expenses while executing the Deel Services, reimbursement for all such expenses is contingent upon the submission of original receipts and their approval by both Deel Group and Customer.
6.5. Customer shall not request the Deel Services to be rendered by any Consultant prior the Commencement Date (as such term is defined in the Work Order). Should the Customer directly request the Consultant to provide the Deel Services prior to the Commencement Date and without Deel Group’s prior consent, Customer will assume full responsibility for any claims, demands, or damages that may arise as a result.
6.6. The Customer will notify Deel Group in advance of any planned on-site activities by the Consultant. Deel Group will conduct a local compliance check to assess feasibility and will inform the Customer of the outcome, including any additional terms and local requirements.
7. Indemnification
7.1. Customer Indemnification. Customer will indemnify, defend, and hold harmless Deel Group, its Affiliates, officers, directors, employees, agents, and other representatives (collectively, “Deel Indemnitee”) from and against any judgments, losses, damages, liabilities, costs, or expenses (including, but not limited to, reasonable attorneys’ fees and legal expenses) Deel Indemnitee may suffer or incur in connection with any actual or threatened claim, demand, action, or other proceeding by any third party arising from or relating to: (a) any breach of this Agreement by Customer, (b) any act or omission by Customer or any third party associated with Customer in relation to the receipt of the Deel Services that causes damages to a Consultant or any third party, (c) the Customer’s commercial activities or legal entities within the jurisdiction where the Deel Services are performed, (d) Customer’s misuse of the Deel Services and/or Deel Platform which results in a violation of any applicable law or this Agreement, and/or (e) any engagement of the Consultant undertaken by or for Customer prior to the beginning of the Consultant’s engagement with Deel Group.
7.2. Taxes Responsibility: Each party is responsible for any taxes imposed on them by any governmental authority in connection with this Agreement. The Customer agrees to indemnify and hold harmless the Deel Group from any taxes assessed against Deel Group that should have been paid by the Customer under applicable law or if Deel Group is deemed the Customer’s agent by any government or authority.
7.3. COR Indemnity.The following indemnity provision shall exclusively be applicable in the event that a Consultant is engaged as a Contractor of Record (COR), as explicitly established in the Work Order: Based on the information provided by the Customer and in accordance with relevant laws, regulations, and administrative rulings, Deel Group will determine the appropriate classification for the Consultant as either (a) an independent contractor, or (b) an employee ("Worker Classification"). Consequently, Deel Group shall indemnify and hold harmless Customer against any legally enforceable claim made by the Consultant arising from the Worker Classification and related to misclassification or requalification. In light of this, Deel Group will cover any expenses and fees associated with legal actions initiated by the Consultant, such as claims for additional compensation, accrued statutory leave, seniority benefits, termination compensation, rights and obligations resulting from deemed employment, and loss of earnings or status. This includes any costs, contributions, taxes, or comparable expenses incurred by the Consultant due to misclassification resulting from the Worker Classification. This obligation is contingent upon a definitive payment order and/or requalification determination from a competent authority.
The Parties agree that if there is a change in laws, regulations, or rulings affecting Deel Group's Worker Classification, or if the Contractor of Record’s duties or work methods change materially (with prior reasonable notice from Customer), Deel Group will promptly reassess the Contractor of Record’s Worker Classification and notify the Customer of any status changes, allowing both Parties to make necessary adjustments.
In this Agreement, “Contractor of Record” or “COR” refers to a Consultant engaged as an independent contractor through Deel Inc to perform the Deel Services, after Deel Group determines the Worker Classification. The Parties acknowledge that COR Indemnity does not apply to contractors hired under the Contractor of Record Lite (CORL) product, as Deel Group does not determine their Worker Classification.
8. Limitation of Liability
8.1. EXCEPT FOR: (A) INDEMNIFICATION OBLIGATIONS IN SECTION 7.2, (B) INDEMNIFICATION OBLIGATIONS FOR ANY DAMAGE SUFFERED BY A CONSULTANT OR ANY THIRD PARTY, (C) PAYMENT OF ANY UNPAID FEE, COST OR INVOICE ARISING UNDER THIS PART II OF THE AGREEMENT, INCLUDING ANY APPLICABLE WORK ORDER, AND ALL DAMAGES RELATED TO IT, AND/OR (D) ANY LIABILITY WHICH CANNOT BE RESTRICTED OR LIMITED BY LAW, A PARTY’S TOTAL LIABILITY TO THE OTHER PARTY UNDER THIS PART II OF THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID PRECEDING THE TWELVE (12) MONTHS IN RESPECT OF WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE.
8.2. IT IS UNDERSTOOD AND AGREED THAT WHILE DEEL GROUP SHALL TAKE REASONABLE CARE AND USE COMMERCIALLY REASONABLE EFFORTS IN PROVIDING THE DEEL SERVICES, DEEL GROUP SHALL NOT BE LIABLE FOR THE TIMELY PROVISIONING OF ORDERS TO CUSTOMER OR FOR ANY ACT OR OMISSION IN CONNECTION WITH THE DEEL SERVICES OVER WHICH DEEL GROUP HAS NO CONTROL.
8.3. DEEL GROUP DOES NOT WARRANT OR GUARANTEE AND IS NOT RESPONSIBLE FOR ANY WORK OR SERVICES PROVIDED OR NOT PROVIDED BY ANY CONSULTANT. FOR THE AVOIDANCE OF DOUBT, THE CUSTOMER ACKNOWLEDGES THAT ANY CONSULTANT, WHILE OPERATING UNDER THE ENGAGEMENT OF DEEL GROUP, PROVIDE THEIR SERVICES IN ACCORDANCE WITH THE INSTRUCTIONS AND GUIDANCE DEFINED IN THE RESPECTIVE WORK ORDER AND OTHER COMMUNICATION BETWEEN CUSTOMER, DEEL GROUP AND CONSULTANT.
9. Term; Termination
9.1. Term.The Deel Services included in this Part II takes effect when the Deel Services commence and shall remain in effect until terminated as agreed herein (“Term”). Each Assignment will commence on the Commencement Date (as such term is defined in the Work Order) and shall remain in effect until terminated as permitted herein. Upon its termination or expiration, the terms of Part I and Part II of this Agreement will continue to govern the Parties’ rights and obligations with respect to any rights and obligations accrued on or before the effective date of such termination.
9.2. Termination.
9.2.1. Either Party may terminate the Deel Services associated with any Assignment outlined in a Work Order (Customer subject to section 9.2.2.) by providing not less than thirty (30) days’ prior written notice to the other Party. Payment is due until the termination of the corresponding Assignment.
9.2.2. The Customer may terminate any of the Deel Services associated with a specific Assignment outlined in a Work Order, following the procedure on the Deel Platform, or such other period required for complaint termination in accordance with applicable law; provided that Customer fulfills their obligations specified in Section 6, including paying for the Deel Services performed until the termination date and any approved expenses. Further, Customer is responsible for any Termination Costs associated with the termination of any Assignment or any claims by any Consultant in relation to such termination.
Part III. Global Payroll Services
The following provisions apply exclusively to Global Payroll Services.
1. Definitions
1.1. Deel Services means any services provided by Deel Group to Customer under this Part III of the Agreement.
1.2. Customer Data means all data provided by Customer to Deel Group, as applicable, which are necessary for Deel Group to perform the Deel Services.
1.3. Customer Employees are individuals employed by the Customer located anywhere in the world.
1.4. Employment Tax means all tax due in relation to Customer’s employees, including, but not limited to, salary tax, pay-as-you-earn tax and similar taxes, employer taxes, and social security contributions.
The following provisions apply exclusively to Global Payroll Services.
2. Services
2.1. Services. Customer and each Deel Group Member may, during the provision of the Deel Services enter into one or more Order Forms for the provision of the Deel Services for Customer Employees. The description of the Deel Services will 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 Services in compliance with local regulations.
2.2. The Deel Services shall be performed by Deel Group in accordance with the applicable Order Form in compliance with local laws and regulations. Customer acknowledges and agrees that Deel Group may subcontract any portion of the services outlined in this Agreement.
2.3. The Deel Services may be modified and/or expanded through an amendment of the Order Form or the creation of a new one for additional services executed by the authorized representatives of the Parties expressly referencing this Part III of the Agreement. Deel Group may, in its sole and absolute discretion, refuse to approve any requested amendment of the Order Form. In the event of any inconsistency between the terms of any Order Form and the Agreement, the terms of the applicable Order Form shall prevail to the extent of such inconsistency.
3. Fees; Payment
3.1. Fees. In consideration for the provision of the Deel Services, Customer shall pay Deel Group the fees in the amounts set forth in the applicable Order Form.
3.2. Fee Deposit. In the event that Deel Group will process payments to the Customer Employees related to the Deel Services, within thirty (30) days from the first payroll submission date, Customer shall pay Deel Group a deposit equivalent to Customer Employee salary and their applicable taxes as calculated by Deel Group. The Deposit will be amended from time to time subject to the onboarding of Customer Employees. Upon Customer’s request, Deel Group shall return the Fee Deposit to Customer within sixty (60) days of Deel Group’s receipt of the full and final payment of all invoices relating to the applicable Customer Employee after its termination. Deel Group shall not be obliged to provide the Global Payroll Services until it has received the Fee Deposit from Customer. If Customer is insolvent, Customer shall not be entitled to claim the Fee Deposit from Deel Group.
3.3. Expenses. Customer shall reimburse Deel Group for any mutually agreed costs incurred by Deel Group in connection with the provision of the Deel Services.
4. Responsibilities and Obligations of Deel Group
4.1. Deel Group will provide to Customer the Deel Services in accordance with the applicable Order Form, the payroll applicable laws, procedures and regulations and in accordance with Exhibit A or B.
4.2. Upon mutual agreement between the Parties, Deel Group will upon Customer’s request: (a) pay Customer Employees’ salaries and provide other benefits as Deel Group deems appropriate, and (b) pay, withhold, and transmit payroll taxes of the Customer Employee and to any applicable authority in the amount no less than required by the applicable laws in accordance with Exhibit A.
4.3. Upon mutual agreement between the Parties, Deel Group may provide self service payroll through the computer software and related documentation comprising the private labelled payroll processing service in accordance with Exhibit B.
4.4. During the provision of the Deel Services, Deel Group shall: (a) provide Customer with access to all standard payroll features on the Deel Platform, including, but not limited to, organization of Customer’s payroll and payroll tax input data of Customer Employees and standard reports relating thereto, and (b) store all Customer Data on the Deel Platform.
4.5. Deel Group will use reasonable efforts to correct errors which are caused by Deel Group systems in the course of performing the Deel Services.
4.6. Deel Group will be responsible for the payment of any tax penalties or interest due directly resulting from errors committed by Deel Group while filing taxes in the course of performing the Deel Services, as applicable.
4.7. Notwithstanding the foregoing, Deel Group shall not be liable for tax penalties and interest in the event of Customer’s delay or failure in paying: (a) Deel Group, as provided in the Agreement, and/or (b) any taxes to be paid directly by Customer.
4.8. Each payroll cycle shall be processed through Deel Platform and according to the agreed schedule for reporting, salary updates, and payments, as applicable.
4.9. Deel Group will maintain at its own expense all insurance coverage required by the applicable laws for the provision of the Deel Services. Upon Customer’s request, Deel Group shall deliver certificates of insurance, if any, to Customer.
4.10 Deel Group will not be responsible or liable for any errors caused by inaccurate, inefficient, or incomplete Customer Data or other required information provided by the Customer. If the Customer provides inaccurate, inefficient, or incomplete data or information, Deel Group's obligations under this Section 8 will be excused or reduced accordingly.
5. Responsibilities and Obligations of Customer
5.1. Customer agrees to abide by: (a) all applicable state, local, national, and international laws in connection with the Deel Services, and (b) any and, where applicable, all policies and procedures regarding payroll processing set forth by Deel Group. Customer agrees that they will not post to any application material that would be considered libelous, unlawful, inappropriate, offensive or disrespectful to others.
5.2. Customer shall provide Deel Group with accurate and complete Customer Data as reasonably requested by Deel Group in their sole discretion. Customer will submit to Deel Group the Customer Data in such form, at such time, and by the method specified by Deel Group. Customer is and shall remain solely responsible for the accuracy and completeness of the Customer data provided by it to Deel Group, and undertakes not to omit or withhold any information which is relevant for the provision of the Deel Services. In the event of any change or any other event which may cause the Customer Data to be inaccurate, incomplete, or that may have an impact on the provision of the Deel Services, Customer shall promptly inform Deel Group of such change or event. In case of omission, 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. It is the Customer’s responsibility to review the processed payroll and other related information produced by Deel Group in connection with the Deel Services and to promptly identify any errors or issues and notify Deel Group of such errors or issues.
5.3. In the event Customer requests modifications to the scope of the Deel Services described herein, or if the original estimate is not otherwise an accurate reflection of the Deel Services required by Customer, Customer agrees to pay for the requested modifications in accordance with a revised estimate agreed upon by the Parties. Deel Group shall not have an obligation to perform any Deel Services to the extent of a disagreement regarding the scope of such services hereunder.
5.4. Customer acknowledges and agrees that the provision of the Deel Services is subject to: (a) Customer’s submission to Deel Group of all documents required by Deel Group in connection therewith; and (b) Customer’s compliance with all applicable regulatory requirements under applicable law in connection therewith, as determined by Deel Group in its sole discretion. Upon request by Deel Group, Customer shall deliver to Deel Group all required documents in order to permit and authorize Deel Group to perform the Deel Services as described herein, including, but not be limited to and if or when applicable, bank authorization forms, powers of attorney, and tax authorization forms.
5.5. The following provision shall exclusively be applicable in the event that the Parties agree with the provision of the Deel Services to Customer Employees working in a country other than their home country: Customer must provide Deel Group with a written payroll assessment of the relevant Customer Employee from a qualified third party, which shall be approved by Deel Group before the commencement of the service. Notwithstanding the foregoing, Deel Group shall have no liability in connection with the assessment, and Customer shall fully indemnify Deel Group against any related claims related to or arising from any payroll and/or taxes setup, calculation, process, reporting, and/or payments of Customer’s payroll and/or taxes by Deel Group based upon such assessment.
6. Indemnification
6.1 Customer Indemnification. Customer will indemnify, defend, and hold harmless Deel Group, its Affiliates, officers, directors, employees, agents, and other representatives (collectively, “Deel Indemnitee”) from and against any judgments, losses, damages, liabilities, costs, or expenses (including, but not limited to, attorneys’ fees and legal expenses) Deel Indemnitee may suffer or incur in connection with any claim, demand, action, or other proceeding by any third party arising from or relating to: (a) any breach by Customer of this Agreement or any Order Form, (b) Customer’s misuse of the Deel Services and/or Deel Platform which results in a violation of any applicable law or this Agreement, or (c) any payroll and/or taxes setup, calculation, process, reporting, and/or payments of Customer’s payroll and/or taxes withheld prior to the beginning of the provision of the Deel Services.
7. Limitation of Liability; Limitation of Warranty
7.1 EXCEPT FOR ANY LIABILITY WHICH CANNOT BE RESTRICTED OR LIMITED BY LAW, A PARTY’S TOTAL LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT OR ANY ORDER FORM SHALL NOT EXCEED THE TOTAL FEES PAID UNDER THE RELEVANT ORDER FORM PRECEDING THE TWELVE (12) MONTHS IN RESPECT OF WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE.
8. Term; Termination
8.1 Term. The term of this Agreement will commence on the earliest of the date Customer: (a) first accepts this Agreement; (b) execute an Order Form; or (c) begin using Deel Services, and will continue until terminated in accordance with this Agreement. Upon the termination or expiration of this Agreement: (a) Customer will cease all use of the Deel Platform, and (b) this Agreement will continue to govern the Parties’ rights and obligations with respect to any rights and obligations accrued on or before the effective date of such termination.
8.2 Termination. Either Party may terminate this Agreement by giving not less than ninety (90) days prior written notice to the other Party or as provided for below.
EXHIBIT “A”: DESCRIPTION OF GLOBAL PAYROLL SERVICES
Deel Group, at Deel Group’s sole discretion, shall provide the services listed in the table below to Customer:
| Overview of the Managed HR Services | Deel Group, at Deel Group’s sole discretion, shall provide the following services to Customer: a) Setup of the Deel Services: i) Approve all payroll run dates, payroll calendars, and approval schedules; ii) Establish account and data transfer protocols; iii) Setup of global payroll system for each country; iv) Load all initial and ongoing Customer’s data as provided by Customer; and v) Customization of bank files, where applicable, in accordance with formatting determined by the Parties. b) Ongoing management of the Deel Services, including: i) Allow for continuous updates, as needed, of all Customer Employees’ indicative data and compensation information; ii) Load Customer Employees’ payroll details per cycle. c) Provide pay history data files (final approved payroll file) via the Deel Platform. d) Provide funding data files for processed payroll via the Deel Platform. |
| Description of the Deel Services | Every applicable cycle, Deel Group, at Deel Group’s sole discretion, shall provide the following Deel Services to the Customer: a) Payroll processing and tax reporting, and calculate all Customer Employees’ and employer’s employment tax and mandatory benefit contributions. b) Setup of Customer Employees accesses onto the Deel Group Platform. c) Calculate gross-to-net taxes in accordance with the applicable laws and regulations. d) Processing the following payroll elements per cycle of: i) All taxable employment benefits, such as salaries, overtime pay, and allowances; ii) Process Customer’s new employees; iii) Termination/leavers; iv) Holiday; v) Back pay and any adjustments; vi) Stock plans; vii) Pensions; viii) Statutory pay; ix) Sick pay (including Customer’s enhanced schemes); x) Maternity pay (including Customer’s enhanced schemes); xi) All other statutory payments, tax codes, and student loans; xii) Per month submissions to the competent authority, this also includes calculating any reclaim for statutory payments and offsetting it against the PAYE payment made. (As part of this process we will also be the agent with regards to the relevant authority and any queries reference submissions or payments would come through to us); xiii) Dealing with queries and questions from Customer during the year about the monthly processes as required; and xiv) E-Payslips per cycle to be accessible for Customer via the Deel Platform. All Services listed in this Agreement shall be provided on an ongoing basis during the Agreement Term for the Customer unless specifically excluded. e) Provide all standard reports required by the applicable local law, rules and regulations. f) Payslips, if requested by Customer: i) Shall match the payroll register provided by Deel Group; ii) The payroll output files shall match the tax payments and filings. Deel Group, at Deel Group’s sole discretion, shall provide the following Deel Services to the Customer: a) Year to date reports if required by the law; b) Year end processing, submission to relevant authority; c) All statutory reports as required by applicable laws; d) General Ledger File; e) Standard Payroll Register; f) Any other Payroll service required by the applicable law or as reasonably requested by Customer at their cost. |
| Payslip Solution | E-Payslips will be made available in the Deel Group Employee Self Service (“ESS”) for Customer Employees to log in, view and download. |
| General Ledger Solution | 1. At go live there will be a General Ledger implemented for Customer in the applicable country. 2. Process: a. Once payrolls have been confirmed by the Customer and closed: at Customer’s request, a General Ledger file will be transferred through the Deel Platform to be accessed by Customer. |
| Description of Global Payroll Process | a) The process would include: i) Customer provides payroll changes to Deel Group by a pre-agreed payroll ‘cut-off’; ii) Customer communicates to Deel Group that no more changes will be entered into the system for processing this period at the pre-agreed payroll cut-off date. Any further changes after payroll cut-off may not be processed until the following period. Should Deel Group process changes then there may be additional charges; iii) Deel Group generates the preliminary payroll reports and sends to the Customer for initial review; iv) Customer reviews and confirms that the payroll preliminary reports successfully capture all intended payroll changes and will make corrections as necessary; v) Deel Group will generate the final payroll report and send to the Customer for final review. Customer reviews and confirms that payroll reports are finalized and the period can be closed; vi) Deel Group will proceed with payroll processing and execution of payments of net pay and local taxes where applicable; vii) E-Payslips will be published in the Deel Group ESS system. |
| Description of Tax Services | a) Withhold and process federal, status, province and local tax transactions, including payments and filings according to most recent tax tables, all as required by applicable law. b) Process and electronically make available liability amounts to be funded each payroll and year-end federal, state/province, local and employee reports. c) Partner Payroll Summary will include a detailed breakdown of the customer account for payments made each cycle on a per tax agency basis. Respond to inquiries from tax authorities according to the same standards as client inquiries and response. d) Withhold and process other related payments required by the applicable law. |
| Description of Other Services, upon Customer’s request (available for additional fees) | At Customer’s request and sole cost and expense, Deel Group may: a) Process payments related to the payroll. b) Assist Customer with controls or legal procedures. c) Assist Customer with the opening of a bank account in a specific country. d) Assist Customer in creating a new branch or subsidiary. e) Assist Customer with obtaining working visas and work permits in a specific country. f) Assist Customer in enrollment/registration of employees for social security, pension, and similar matters. g) Assist Customer in onboarding protected categories and disabled employees. h) Provision of employment agreement for Customer Employees in a specific country. i) Drafting, reviewing, and revising employee agreements. j) Providing new reports and modifications of standards. k) Off-cycle modifications or re-run (Example, if Customer asks to modify 10 employee payrolls for one entity after cut off date). l) Advance payment and loans to Customer Employees. m) Electronic safe for payslips. n) Expatriates. In the event that expatriates are requested to be processed on the Customer Payroll the following process will apply: i) All expatriates present in the applicable country shall be processed within the host country according to the relevant legislation; and ii) Calculations for grossing up shall be performed based on the accurate and complete information provided by the Customer. Software as a Service: Customer shall use the Deel Platform to integrate the payroll which Customer is processing itself or through another payroll provider in any country where Deel Group does not provide Deel Services for an additional fee. |
EXHIBIT “B”: SELF SERVICE PAYROLL SERVICES
Deel Group, at Deel Group’s sole discretion, shall provide the services listed in the table below to Customer:
| License and Obligation to use the PaySpace Application | “PaySpace Application” means the computer software and related documentation comprising the private labelled payroll processing service marketed by Deel Group as PaySpace, including but not limited to any modifications or additions provided by Deel Group during the term of this Agreement and made available at www.payspace.com. Deel Group grants Customer a non-exclusive, non-transferable right to use the PaySpace Application for rendering HR and payroll PaySpace Applications. Customer’s information, or any derivatives thereof, contained in any of Deel Group’s repositories shall be and remain Customer’s sole and exclusive property. Customer is responsible for all activities conducted under Customer’s user logins and for Customer’s user’s compliance with this Agreement. Customer shall use PaySpace Application solely for its internal business purposes, in compliance with applicable law, and shall not: a) Unless authorised in a business partner agreement, resell, sublicense, lease, time-share or otherwise make the PaySpace Application available to any third party; b) Send or store infringing or unlawful material; c) Send or store malicious code; d) Attempt to gain unauthorized access to, or disrupt the integrity or performance of the PaySpace Application or the data contained therein; e) Modify, copy, or create derivative works based on the PaySpace Application; f) Reverse engineer the PaySpace Application; g) Access the PaySpace Application for the purpose of building a competitive product or PaySpace Application or copying its features or user interface; h) Use the PaySpace Application or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without Deel Group’s prior written consent; and i) Permit access to the PaySpace Application by a direct competitor of Deel Group. |
| Implementation Services | a) Implementation ApproachDeel Group will assign a Project Manager to collaborate with Customer in validating and confirming the project scope outlined in the Order Form, where applicable. The Project Manager will also determine the business objectives, priorities, and identify key stakeholders from Customer’s team, along with establishing a high-level timeline for the project. The project will be structured into two primary workstreams:Project Management Workstream: This ensures the seamless execution of the project. The Project Manager will oversee the delivery stages of the solution, employing monitoring, controlling, and conducting audits. Weekly status reports will be provided to keep key stakeholders aligned and accountable. These reports will address progress made, future direction, and any concerns or issues that need attention to ensure the project's smooth delivery.Technical Management Workstream: This ensures the technical delivery of the product as required by Customer. The Project Consultant assigned to the project will be responsible for Technical Management. Functional Consultants and Product Specialists will support the Project Consultant. Throughout the Analysis, Design, Build, Migration, Parallel Run, and Production/Live Run stages, the Project Consultant will lead the team and collaborate closely with Customer to ensure a technically robust solution is delivered in line with the agreed-upon requirements. b) Implementation Methodology The implementation methodology followed by Deel Group is a structured process designed to guide the project through its lifecycle seamlessly.The Project Definition Phase: where the team is mobilized, scope and objectives are defined, and a formal work order is established. This phase lays the groundwork for clear communication, resource allocation, and stakeholder alignment.The Analysis & Design Phase: delves into business requirements, super user training, and blueprinting. A critical milestone in this phase is the go/no-go decision, ensuring the project is ready for realization.The Realization & Testing Phase: the focus shifts to alpha and beta iterations of the build, user training, and comprehensive testing. This phase is marked by a strategic approach to system integration and UATs, ensuring the PaySpace Application meets end-users' needs.The Transition Phase: emphasizes data migration, parallel runs, and end-user software communications and training. A Go/No-Go Decision determines the readiness for the final transition.The Go-Live & Hypercare Phase: marks the official launch of the Deel Group system, followed by an intensive support period to address issues during the initial months of operation. The project concludes with the close project activity, ensuring all necessary documentation is completed, conducting project reviews, and formally closing the project.c) DependenciesUnless specifically provided for or stated as such, the Order Form is not a fixed price proposal and Customer should take note of the following items that could influence project scope and pricing Project Implementation Fees: i) Scope Changes: The project scope, costs and timelines indicated will be revised and more accurately stipulated once an analysis has been completed and Deel Group has a clearer understanding of what the requirements are. Deel Group reserves the right to review charges should new requirements or scope changes be identified during the implementation. Any changes necessary will be brought to the attention of the Customer for formal approval via a formal change control process. Change of Scope will be charged as per the stipulations contained in the signed change of scope document. ii) Additional Configuration and Migration Services: Additional consulting services or configuration, not provided for in the project and implementation scope can be requested from Deel Group (formal quote and acceptance of quote via the work order process). Such services, when accepted as part of a work order, will be billed on a time and material basis (monthly in arrears) and are dependent on resource availability. These services and additional configuration can include, but not limited to: A. Setting up of New Medical Aid, Retirement Annuities, Provident & Pension Funds, Group Life or Disability Funds; B. Setting up new Payroll or HR calculation or parameter; C. Post implementation take on - Data Migration; D. Post implementation take on - Clear take on of YTD figures; E. Leave adjustments and balance migrations; F. Additional Workflow configuration out of initial scope; G. Post implementation setup changes to existing components. d) Base HR Inclusions and Exclusions i) Inclusions: A. Basic Organisation Hierarchy setup; B. Basic Company information specific to payroll implementation; C. Drop downs specific to payroll implementation; D. Basic Grade setup (code and description); E. Basic Position configuration (detail screen only); F. Job Titles (Code and description); G. Standard Equity level and remuneration (South Africa); H. OFO codes per Position (South Africa). ii) Exclusions: A. General Company Parameters not applicable to payroll implementation; B. Custom Form and Field configuration; C. Onboarding / terminations notifications; D. Training/Skills and Qualifications. e) Specific Exclusions The following items are specifically excluded and will require additional scoping and approval: i) Additional Customised Analytics Dashboard; ii) New or added interfaces to other systems; iii) API mapping / interfacing; iv) Adding new screens or modifications to existing screens; v) Additional data fields specifically requested; vi) Implementation of modules not specifically quoted for; vii) Data Warehouse implementation, Customer can utilize API connectors to design own solution. f) Change of Scope i) Customer may request a change to the scope of the service by discussing the requirement with Deel Group; ii) Deel will respond to Customer and advise Customer of the effect and/or feasibility that the requested change will have on the Service as well as the cost and completion time for the requests; and iii) if Customer agrees to the change and cost of the scope request, then Deel will issue a change order, to be signed by an authorized representative of Customer. |
| Post Implementation Services | Post implementation services are provided purely on a time and material or quotation and acceptance of a quotation basis (work order process). Such services may include: a) Consulting Services: i) Streamline and update payroll processes; ii) Advanced Payroll configuration and Automation; iii) Assistance with regulatory submissions; iv) Upscale and optimisation of current payroll; v) Implementation of new product features example: Power BI. b) Customised Reporting: i) Power BI Reporting; ii) Cloud Analytics; iii) Custom Payslips. c) HR Consulting (where applicable): i) Equity Reporting requirements; ii) Performance Management implementation; iii) Workforce Planning; iv) OrgChart Management; v) Recruitment Module / Breezy. d) Training: Training courses are updated regularly and are also topical, based on the payroll process. Available training courses are more fully described at: https://www.payspace.com/payroll-and-hr/#. |
| Technical Support and Problem Resolution | Deel Group includes a baseline level of Support as part of Customer’s monthly fee. This basic Support includes: 1. Multichannel Support Service: Online help 24 hours 7 days a week (24/7): Around-the-clock access to all online help resources; Live telephonic & online chat Support on Business Days during Business Hours. There are no limits to the number of Support requests that can be submitted from Customer to Deel Group. Should the duration of a Support call exceed 15 minutes or result in one of Deel Group’s consultants performing work on behalf of Customer, a pre-approved Work order will become applicable and needs to be accepted by Customer, in writing. Standard consulting charge will become applicable based on the prevailing hourly rate. There are 2 levels of Support, which are integrated into PaySpace Application Support process: Level 1: This is Support provided by the appropriate PaySpace Application helpdesk consultant when they receive any Support request. This represents generalist Support. If this level of Support cannot resolve the problem, the Support request is escalated to level 2 Support; Level 2: This is Support escalated to PaySpace Application’s senior functional and/or technical resources. This level of Support could involve code modifications, if required, to resolve the problem. Support will include enhancements or updates required to the PaySpace Application, thus ensuring it is kept current and up to date with technological advancements and improvements. |
| Service Availability | Service Availability a) Support will be available between the hours of [08:00 to 17:00 SAST] Monday to Thursday and [08:00 to 16:00 SAST] Friday, excluding a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time. b) Deel Group may change, suspend, or end any Service, at Deel Group’s discretion. c) Deel Group will use commercially reasonable efforts to make the PaySpace Application available 24 hours a day, 7 days a week, except for: i) planned downtime (of which Deel Group shall give at least 8 hours electronic notice and which Deel shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Sunday SAST); ii) any unavailability caused by circumstances beyond Deel Group’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike, or other labour problem (other than one involving Deel Group’s employees), Epidemic, Pandemic, Internet Deel Group failure or delay, or denial of service attack. |
| Work Order | a) Services outside of the scope of Support are classified as Work Orders. b) Work Orders can include, but not be limited to, advanced queries related to legislative changes, new functionality requests, or specific configuration and enhancements. c) Work Orders will only be executed upon, once the scope and costs have been pre-approved in writing by Customer. d) If Customer raises a legislative query challenging/contesting Deel Group’s advice and procedures, requiring Deel Group to seek expert third party advice, such request shall: i) be treated as a Work Order; ii) confirmation of the Work Order shall be done by Deel Group; iii) be billable if Deel Group’s advice and procedure are confirmed by the expert third party; billable charges will include all charges from the third party to Deel, as well as all time spent by Deel. Deel’s time will be charged for per hour or part thereof. e) Work Orders will be chargeable at Deel Group’s then current rates. All travel costs, accommodation, and subsistence, incurred in connection with a Work Order, will be by Customer. |
| Service Information, Legislative Compliance and Calculations | Deel Group provides a toolset and information on how to implement legislative compliance within the PaySpace Application. Deel’s role is to provide the PaySpace Application to facilitate Customer’s compliance with regards to payroll tax legislative compliance. The information provided, provides legislative information and guidance regarding the adherence to employee tax guidelines. The Deel Service is limited to the calculation of employee income tax calculations and statutory payroll contributions. As such it is not meant to address the entire body of local law, specific bargaining agreements or industry specific regulations governing payroll calculations and processes or employment law. Legislative Compliance remains Customer’s responsibility and it is Customer’s responsibility to absorb, understand and apply this advice as well as cross check that Customer is satisfied that the calculated figures are correct. Laws and regulations change frequently, and their effects can vary based upon interpretation, the number of employees, labor regulations, and other specific facts and circumstances. Deel Group will obtain information with regards to any applicable legislative changes in the territories in which the Service is provided, and where applicable Deel Group will update the advisory information periodically, if and when such information becomes available. It is Customer’s responsibility to inform Deel Group should tax authorities amend or announce new tax regulations and Customer has not received an update on the PaySpace Application pertaining to such tax amendments from us. It however remains Deel Group’s responsibility to update the PaySpace Application with such changes. In any event where Customer have manually adjusted any of the PaySpace Application statutory calculations, all calculated outputs and compliance related to the change, and any inter dependent change that transpires from the adjustment is Customer’s sole responsibility and Deel Group will accept no liability. Deel Group is prohibited from providing tax advice, opinions, or recommendations regarding any tax matters. |
| Notices and Messages | a) Customer agrees that Deel Group may send service-related notices to Customer in the following ways: i) a banner notice on the Deel Services; ii) an email sent to an address Customer provided, or iii) through other means including mobile number, telephone, or mail. b) Customer agrees to keep Customer’s contact information up to date. Customer can indicate on Customer’s profile that Customer does not wish to receive email notices specifically. |
| Service Level Addendum | Services are provided based on Deel Affiliate’s standard SaaS Service Levels which can be found at: https://www.payspace.com/service-levels/ |
| Business Continuity | Business Continuity Services and Disaster Recovery Services are provided as per the following: https://www.payspace.com/bcp-dr/ |
| WhatsApp MSS and ESS | Where the WhatsApp MSS and ESS Service has been selected, the following additional terms and conditions apply: https://www.payspace.com/pacey-chatbot-terms-and-conditions/ |
| Application Programming Interface (API) | Deel Group provides a standard set of API’s for integration with the PaySpace Application. These can be found at https://developer.payspace.com/. It always remains the responsibility of the Customer to determine the level of integration and to active and to activate the integration on the PaySpace Application. |
| Security Questionnaires | It is impossible to answer security questionnaires for all customers. Deel Affiliate’s approach to security is clearly explained as per the below links: 1. Deel Affiliate is ISO27001 certified: https://www.payspace.com/about-us/iso-27001-certified/ 2. Approach to Cloud Security: https://www.payspace.com/about-cloud-computing/cloud-security-overview/ |
