1INTRODUCTION
1.1The Deel Local Payroll Application is a scalable, agile, multi-country, 100% cloud based human capital management application that provides services related to payroll and human resources. The Deel Local Payroll Application enables businesses of all sizes to run a compliant best in class people management operation, cost effectively.
2DEFINITIONS
2.1"Agreement" means:
2.1.1these Terms and Conditions of Use ("Terms");
2.1.2Service Provider's Data Processing Agreement and Privacy Policy ("Privacy Policy"); 2.1.3The proposal, where applicable, provided by Services Provider and accepted by Customer/Business Partner;
2.2The documents comprising the Agreement shall be read in the order of precedence as per clauses 2.1.1 to 2.1.3 above.
2.3"Business Day" means any day other than a Saturday, Sunday, or public holiday as gazetted, by the government of the country from which the Service is provided and where the Global, Regional or In country Support Centre is located, from time to time.
2.4"Business Hours" means the hours of [08:00 to 17:00] Monday to Thursday and [08:00 to 17:00] Friday, on a Business Day, in the country from which the Service is provided and where the Global, Regional or In country Support Centre is located.
2.5"Customer/Business Partner" can be used interchangeably, depending on the business relationship with Service Provider and means the company, affiliates or legal entity of that company, its employees, or third parties making use of ServiceProvider's Services, for which Customer/Business Partner is accepting this Agreement.
2.6"Deel Local Payroll Application" means the computer software and related documentation comprising the private labelled payroll processing service marketed by Service Provider as Deel Local Payroll, including but not limited to any Enhancements or Upgrades provided by Service Provider during the term of this Agreement and made available by Service Provider at www.payspace.com or in the case of a white-labelled solution at the URL as utilised by the Customer/Business Partner.
2.7"End User" is applicable to Business Partners and means the intended recipient of a Proposal (regardless of whether such recipient enters into a contract with Business Partner) and any future or existing recipient of Business Partner's services in the territory and who is authorised to use the Deel Local Payroll Application for its internal business purposes or for which Business Partner provides human resource and payroll services. It is specifically agreed that there is no relationship between Service Provider and End User and that Business Partner is solely responsible for the relationship and actions of the End User. Any agreement to and acceptance of the terms of this agreement by the Business Partner automatically applies to its End Users. It is Business Partner's responsibility to ensure that the stipulations of this Agreement are relayed to its End Users and that they have accepted same in line with the conditions of clause 5.2 below.
2.8"Enhancements or Upgrades" means any changes to the Deel Local Payroll Application that enhances the capabilities of the Deel Local Payroll Application.
2.9"Global, In Country and / or Regional Country Support Centre" means the country from which Service Provider is providing support, as defined in Table 1 – Support Levels and Table 2 – Support Locations.
2.10"Service Provider" means the company from where Customer/Business Partner has received and accepted a written business proposal or quotation.
2.11"Deel Local Payroll Service, Services or Service" means Service Providers website, including related mobile apps, platforms, web services, implementation services, outsource services, support services or any content or information provided as part of these Services.
2.12"Proposal" means the written cost proposal document, quote, order confirmation or email provided by Service Provider to Customer/Business Partner, where applicable and outlining the Services and costs of the deliverables to be provided by Services Provider and which has been accepted by Customer/Business Partner.
2.13"URL" means Uniform Resource Locator.
3ROLE CLARIFICATION
3.1Business Partner is an organisation that utilizes Service Provider as its supplier of cloud-based technology with the intention to sub-licence the Deel Local Payroll Application to its own End Users. Business Partner has obtained, in writing, the necessary authorisation to sub-licence the Deel Local Payroll Application to its End Users.
3.2Customer is an organisation that utilizes Service Provider as its supplier of cloud-based technology and services for its own internal use only and shall not be permitted to resell, sub-licence, lease, time share or otherwise make the Service available to any third party.
4GOVERNING LAW
4.1"Governing Law" means the law, which is to apply to the Agreement, and according to which the Agreement is to be interpreted, shall be the law of the country where Service Provider, as defined in clause 2.9, is located.
5AGREEMENT
5.1Customer/Business Partner agrees that by registering, accessing, logging in, using Service Provider's Services or similar, Customer/Business Partner is entering into or has entered into a legally binding agreement with Service Provider (even if Customer/Business Partner is using Service Provider's Services on behalf of a company or 3rd party).
5.2If Customer/Business Partner does not agree to the Agreement, then Customer/Business Partner should NOT enrol (or similar) and should not access or otherwise use any of the Services of Service Provider. Service Provider reserves the right to change the terms of this Agreement and will notify Customer/Business Partner if Services Provider does so. The parties agree that changes cannot be retroactive. If Customer/Business Partner does not agree to these changes, Customer/Business Partner must stop using the Services.
5.3Registered users of the Services are "Members" and unregistered users are "Visitors". This Agreement applies to both.
6CUSTOMER/BUSINESS PARTNER'S LICENSE TO USE THE SERVICE
6.1Customer/Business Partner information, or any derivatives thereof, contained in any of Service Provider's repositories shall be and remain Customer/Business Partner sole and exclusive property.
6.2Service Provider is provided a license and authorisation to process Customer/Business Partner data, including Business Partner's End Users data, for the sole and exclusive purpose of providing the Services, including a worldwide, transferable, and sub-licensable right to use, store, record, transmit, maintain, modify, process and display data, only to the extent necessary for the provisioning of the Services.
6.3Service Provider's license and authorisation commence on the date, as per clause 5.1 and continues until termination (as per clause 7). Customer/Business Partner agrees that Service Provider may access, store, and use any information that Customer/Business Partner provides in accordance with the terms of the Privacy Policy. 6.4Customer/Business Partner is responsible for all activities conducted under its Users or End Users logins and for its Users or End Users compliance with this Agreement. Customer/Business Partner shall use the Service solely for its business purposes, in compliance with applicable law, and shall not:
6.4.1send or store infringing or unlawful material;
6.4.2send or store Malicious Code;
6.4.3attempt to gain unauthorized access to, or disrupt the integrity or performance of the Service or the data contained therein;
6.4.4modify, copy, or create derivative works based on the Service;
6.4.5reverse engineer the Service;
6.4.6access the Service for the purpose of building a competitive product or service or copying its features or user interface;
6.4.7send or store infringing or unlawful material;
6.4.8use the Service or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without Service Provider's prior written consent; and;
6.4.9permit access to the Service by a direct competitor of Service Provider.
7TERM AND TERMINATION
7.1Customers: Software as a Service:
7.1.1Service Provider may terminate this agreement at any time by giving 3 (three) months prior written notice to Customer. Service Provider also reserve the right to restrict, suspend, or terminate Customer's account, without notice, if Service Provider believes that Customer may be in breach of this Agreement or law or are misusing the Services.
7.1.2Customer may terminate this agreement at any time, provided that Customer's account is paid up to date, by giving 30 days prior written notice to Service Provider. Notice of termination by Customer, needs to be sent to cancellations@payspace.com. Such notice is the absolute responsibility of the Customer and is required to ensure that Service Provider complies with the applicable laws with regards to data protection and the protection of a data subjects' personal data. 7.2Customer Outsourcing Services and Business Partners:
7.2.1Service Provider may terminate this agreement at any time by giving 6 (six) months prior written notice to Customer/Business Partner. Service Provider also reserve the right to restrict, suspend, or terminate Customer/Business Partner's account, without notice, if Service Provider believes that Customer/Business Partner may be in breach of this Agreement or law or are misusing the Services.
7.2.2Minimum Term. This Agreement will remain in force for a minimum period of one (1) year from the Effective Date (the "Minimum Term"). Neither party may terminate this Agreement for convenience during the Minimum Term.
7.2.3Customer/Business Partner may terminate this agreement at any time, after the minimum Term, provided that Customer/Business Partner's account is paid up to date, by giving 6 (six) months prior written notice to Service Provider. Notice of termination by Customer/Business Partner, needs to be sent to cancellations@payspace.com. Such notice is the absolute responsibility of the Customer/Business Partner and is required to ensure that Service Provider complies with the applicable laws with regards to data protection and the protection of a data subjects' personal data.
8SERVICE INFORMATION AND CALCULATIONS
8.1The legislative information contained on this website is meant to provide general information and guidance regarding the adherence to tax guidelines for employers. Although the advisory information will be updated periodically when such information becomes available, Service Provider's Service merely advises Customer/Business Partner on the correct legal course of action regarding aspects of employee tax. It is, however, Customer/Business Partner's responsibility to absorb, understand and apply this advice as well as cross check that Customer/Business Partner is satisfied that the figures calculated are correct.
8.2Service Provider's Service does not address, and is not meant to address, the entire body of local law and regulation governing the payroll process, or employment law. Such laws and regulations change frequently, and their effects can vary widely based upon interpretation, the number of employees, labour regulations, and other specific facts and circumstances.
8.3Service Provider has invested a considerable amount of time and resources in testing the calculations being performed by Service Provider's Service and to the best of Service Provider's knowledge and ability. Service Provider is confident that the figures being calculated are accurate. In the event that any discrepancies arise due to unforeseen technical reasons which have been recognized by Service Provider as being the cause of such discrepancies, Service Provider will use all reasonable endeavours to address these as soon as possible. With this in mind Service Provider uses its best endeavours to ensure that all figures are available to Customer/Business Partner at all times. Customer/Business Partner hereby indemnifies and holds Service Provider harmless against all liability for any loss, damage or expense however caused due to incorrect calculations of any kind.
8.4Furthermore, Service Provider provides Customer/Business Partner with a legislative tool set and provides Customer/Business Partner information on how to implement and apply the law and in so doing trust that Customer/Business Partner will not intentionally obstruct the law in using the Services in the incorrect manner.
9IMPLEMENTATION SERVICES
9.1Implementation Services will be supplied strictly in accordance with the Services specified and quoted for, where applicable, in the Proposal, which may be amended, in writing, from time to time.
10OUTSOURCING SERVICES
10.1Outsourcing Services will be supplied strictly in accordance with the Services specified and quoted for in the Proposal, which may be amended, in writing, from time to time.
10.2Service Provider and Customer/Business Partner responsibilities are those specifically outlined in the Proposal or the Business Partner portal.
11SUPPORT AND PROBLEM RESOLUTION
11.1Service Provider includes a baseline level of Support as part of Customer/Business Partner's monthly subscription. This basic Support includes:
11.1.1Online help 24 hours 7 days a week (24/7): Around-the-clock access to all online help resources;
11.1.2Live telephonic & online chat Support on Business Days during Business Hours;
11.1.3There is no limit to the number of Support requests ("Support Requests") that can be submitted by Customer/Business Partner to Service Provider.
11.2Support will include Enhancements or Upgrades required to the Deel Local Payroll Application and platform thus ensuring it is kept current and up to date with technological advancements and improvements.
11.3Support Levels and Support Locations are those more fully described in Table 1- Support Levels and Table 2 – Support Locations.
12COMMERCIAL TERMS
12.1Banking Details. Customer/Business Partner banking details will be captured as part of the registration process on the Deel Local Payroll Application.
12.1.2Service Provider is authorised to debit the Customer/Business Partner's bank account with the relevant implementation fees, training fees, consumption fees or any additional fees that arise due to additional services or modules that the Customer/Business Partner may have selected or may select from time to time.
12.2Payment and Service Suspension
12.2.1Deposit and Advance Billing
12.2.1.1On sign-off or acceptance of the Proposal, where applicable, Service Provider will debit Customer/Business Partner's bank account with a deposit amount equal to 35% (thirty five percent) of the implementation amount quoted.
12.2.1.2Monthly Subscription-based Services, Software as a Service and Outsourced Service subscriptions, where applicable, will be invoiced, and debited against Customer/Business Partner's bank account, for a period of 3 months in advance, based on the number of employees as per the Proposal.
12.2.1.3Outsourced Services. Parallel Runs are invoiced at the normal outsourcing per payslip rate. Where the timeframe for the mutually agreed Parallel and/or Go-Live period (the month in which an employee is first paid from the Deel Local Payroll Application) is not met, based on non-performance from the Customer/Business Partner, an amount equal to seventy-five (75) percent of the per payslip monthly subscription fee shall be charged until the Go-Live has transpired, after which the full amount will be charged.
12.2.2Post Implementation Billing
12.2.2.1All non-subscription and subscription-based invoicing will be invoiced on the last day of every calendar month and debited against Customer/Business Partner's bank account, on the 8th day of every calendar month or alternatively as per the payment terms specified, where applicable, in the Proposal. In the event that the last calendar day or the 8th falls on a public holiday or weekend, then the invoicing or debiting process will be done on the 1st business day thereafter.
12.2.2.2Any additional pay-runs (commission, interim etc.) that take place between or after the initial monthly invoicing process, which involves additional employees not billed in the initial run, will be invoiced, and debited against Customer/Business Partner's bank account on the 8th day of every calendar month. In the event that the 8th falls on a public holiday or weekend, then the invoicing will be debited against Customer/Business Partner's bank account on the 1st business day thereafter.
12.2.3Service Suspension
12.2.3.1Without prejudice to Service Provider's other rights and remedies, if any amount owed by Customer/Business Partner under this Agreement is overdue, Service Provider may suspend Customer/Business Partner's access and use of the Deel Local Payroll Application and/or performance of Services, until such amounts are paid in full.
12.3Disputes
12.3.1It is Customer/Business Partner's responsibility to, where applicable, dispute any invoices 24 hours after invoices have been inserted on Customer/Business Partner's profile.
12.3.2Notification of the dispute together with documented proof need to be forward via email to finance@payspace.com. 12.4Refunds
12.4.1Refunds will be done within 8 business days from the date that Service Provider and Customer/Business Partner reached agreement on the dispute.
12.4.2Customer/Business Partner's account will be debited with new invoice amount within 8 business days from dispute resolution date.
12.5Training. Training shall be charged at the then prevailing training rate.
12.6Work Requests (Written request from Customer/Business Partner to Service Provider). Work Requests will be charged as per the stipulations contained in the signed Work Request document where applicable.
12.7Change of Scope. Change of Scope will be charged as per the stipulations contained in the signed Change of Scope document.
12.8Consumption Fees
12.8.1Product Consumption fees will be charged per module based on the modules selected as per the original and any other subsequent Proposals.
12.8.2Pricing is based on a per employee (software as a service), per payslip (outsourced services) or user sliding scale and pricing can therefor vary / change based on the number of employees (software as a service), payslips (outsourced services) processed or users licenced.
12.8.3Subject to clause 12.2.1.2 above, Payroll and Base HR will be charged for from the first parallel run.
12.8.4All other modules will be charged from date and time of Payroll and base HR first live run.
12.8.5Payroll and Base HR
12.8.5.1Software as a Service — Charged per active employee. An active employee is defined as having any component that has a value that is not zero, in any run. All employee calculations such as parallel runs or historical payslips (restricted to the current tax year), will be billed at the per employee rate.
12.8.5.2Outsourcing Services — All monthly processing is billed at a per payslip rate or a minimum billing fee per entity, whichever is more at the time of billing during each pay period. Monthly per employee (software as a service) or per payslip (outsourced services) charges become applicable from the first payroll take-on run of each respective payroll.
12.8.6Performance Management — Charged monthly per active employee, per employee bracket.
12.8.7Workforce Planning — Charged monthly per active employee, per employee bracket.
12.8.8Additional Tax Module — Charged monthly per active employee, per country (excluding the base country), per employee bracket.
12.8.9Multi-Currency Expat Module — Charged monthly per active employee per employee bracket.
12.8.10OrgChart — Base Charge (Unlimited Users): monthly per employee bracket. Planning Monthly (Unlimited Users): monthly per employee bracket. Point in Time (Unlimited Users): monthly per employee bracket.
12.8.11Cloud Analytics and Power BI — Initial Once Off Charge: per user, per employee bracket. Monthly Charge: per user, per employee bracket.
12.8.12Recruitment — Fixed Monthly fee charged based on the Service Type selected.
12.8.13Historical Data — Data take-on pricing excludes the take-on of historical data.
12.9Additional Operational Support Services
12.9.1Service Desk calls that exceed 15 minutes and, where the call is not related to an issue attributable to the Deel Local Payroll Application or Services, are chargeable at the then ruling operational support services rates.
12.9.2Service Desk Support calls are chargeable per hour or part thereof.
12.9.3Additional Operational Support is charged at the then ruling rates or priority support option selected.
12.9.4Unless otherwise specified in a priority support option, fees (service desk and additional operational support) are invoiced monthly in arrears.
12.10Overtime
12.10.1Overtime will be charged for at the then ruling rates.
12.10.2Requests for overtime needs to be authorised by Customer/Business Partner and Service Provider in writing and must be requested well in advance.
12.10.3Same day requests for overtime assistance might not be approved by Service Provider and are subject to operational availability.
12.11Standby Support
12.11.1Standby support, in essence, is a request for availability after hours.
12.11.2Standby support will be charged for at the then ruling standby support rate.
12.11.3Standby support is payable even if no assistance was required.
12.11.4The duration of actual support during a standby support period will be charged at the then ruling overtime rates, over and above the standby fee.
12.11.5Requests for standby needs to be authorised by Customer/Business Partner and Service Provider in writing and must be requested well in advance.
12.11.6Same day requests for standby support might not be approved by Service Provider and are subject to operational availability.
12.12Travel, Accommodation, Subsistence, and any other Disbursements. Any Travel, Accommodation, Subsistence, and any other Disbursements should be pre-approved by Customer/Business Partner.
12.13Government Taxes. All invoicing will be inclusive of all taxes and / or Government Taxes as applicable.
12.14Exchange Rates. Service and consumption charges, where applicable, may be subject to foreign exchange fees or variances in exchange rates.
12.15Extraordinary Expenses. Extraordinary expenses are for the account of Customer/Business Partner.
12.16Annual Increases and Price Lists
12.16.1All service and consumption fees will be increased annually in October.
12.16.2Such increases will be based on the Consumer Price Index ("CPI") as follow:
12.16.2.1Where the Service Provider is Deel Software Solutions or Letsdeel Mauritius, South African CPI plus 2 percent;
12.16.2.2For all other countries, the CPI of the country, where Service Provider, as defined in clause 2.9, is located plus 2 (two) percent.
12.16.3Service Fees and Consumption Charge price lists are available on request.
12.16.4Pricing contained in price lists exclude any form of Government levies, charges, and taxes.
12.17Invoicing
12.17.1Customer/Business Partner invoices and receipts are available on the Deel Local Payroll Application under Customer/Business Partner/End User'sConfiguration › Financial Menu › Invoices and Receipts sub-menu item.
12.17.2Non-subscription-based invoices: Invoices are published as and when the services are performed.
12.17.3Subscription-based invoices: It is the Customer/Business Partner's responsibility to obtain the necessary invoices from the Deel Local Payroll Application.
13NOTICES, SERVICE MESSAGES AND ADVERTS
13.1Customer/Business Partner agrees that Service Provider may provide notices to Customer/Business Partner in the following ways:
13.1.1a banner notice on the Service; or;
13.1.2an email sent to an address provided by Customer/Business Partner; or;
13.1.3through other means including mobile number, telephone, or mail. Customer/Business Partner agrees to keep Customer/Business Partner's contact information up to date. Customer/Business Partner is able to indicate on Customer/Business Partner's profile that Customer/Business Partner do not wish to receive email notices specifically.
13.2Service Provider has the right, without compensation to Customer/Business Partner or others, to serve advertisements on any of Service Provider's Services.
14SERVICE AVAILABILITY
14.1Service Provider may change, suspend, or end any Service, at Service Provider's discretion.
14.2Service Provider will use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for:
14.2.1planned downtime (of which Service Provider shall give at least 8 hours electronic notice, and which Service Provider shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Sunday SAST); and;
14.2.2any unavailability caused by circumstances beyond Service Provider'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 Service Provider's employees), Epidemic, Pandemic, Internet service provider failure or delay, or denial of service attack.
15LIMITATION OF LIABILITY AND INDEMNITY
15.1Customer/Business Partner will have no claim against Service Provider or any of Service Provider's employees, or contractors in the event of any loss or damage sustained by Customer/Business Partner or any of Customer/Business Partner's members, employees, sub-contractors, or agents and which results directly or indirectly from this agreement. Customer/Business Partner hereby indemnifies Service Provider and holds Service Provider harmless against any and all claims, liabilities, losses, fines, damages, expenses, and legal fees on an attorney and own client scale, which Customer/Business Partner may sustain or incur by reason of any act or omission of Service Provider or any of its members, employees, sub-contractors or agents directly or indirectly in consequence of the services provided in terms of this agreement. Service Provider make no representation or warranty, either express or implied, in connection with the Service or the Services that may be provided by third party participants as part of, or otherwise in connection with, the Service.
16NON-SOLICITATION
16.1Customer/Business Partner and Service Provider agree that they will not, during the term of the Agreement and 12 (twelve) months thereafter, without the prior written consent of the other Party, directly or indirectly, (e.g. via third party contractors or Affiliates), recruit or solicit for employment, induce or attempt to induce any representative of the other Party to leave the employment of their employer, always provided that nothing in this section shall prevent either Party from hiring any such Representative who responds on his/her own accord to a generally published advertisement or widely advertised employment solicitations (such as newspaper advertisements, job fairs, internet) and a Party does not, directly or indirectly, target or encourage such person to respond to such general or widely advertised employment solicitation.
16.2If a Party hires a representative in contravention of this section, the breaching Party will compensate the other Party by paying to the latter as a one-off liquidated damages payment, the amount corresponding to the annual gross salary of said representative which the Parties agree is a genuine pre-estimate on the loss that would be incurred and not a penalty.
17CONFIDENTIALITY
17.1"Confidential Information" means any business and technical information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is identified as confidential or proprietary, or which should reasonably be understood to be confidential or proprietary. Confidential Information does not include information which Receiving Party can show:
17.1.1is or has become publicly available without its breach of this Agreement;
17.1.2was in its possession prior to disclosure;
17.1.3was provided by a third party having a lawful right to make the disclosure; or;
17.1.4is required to be disclosed by law or a court order ("Order"), provided the Receiving Party provides prompt written notice of the requirement and cooperates with Disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by such Order.
17.2Receiving Party agrees that it shall protect the confidential information disclosed pursuant to the provisions of this Agreement using a reasonable standard of care and at least the same standard of care that the Receiving Party applies to safeguard its own proprietary, secret or Confidential Information and that the information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
17.3Receiving Party will not use the Confidential Information of the Disclosing Party except for performance of its obligations under this Agreement.
17.4Upon the termination of this Agreement, and upon the Disclosing Party's request, the Receiving Party will promptly return to the Disclosing Party all tangible items and embodiments containing or consisting of the Disclosing Party's Confidential Information and all copies thereof (including electronic copies).
18AI FEATURES / ONLINE ADDENDUM
18.1Certain optional functionality within the Services uses artificial intelligence (AI Features). The AI Features are governed by the AI Features Addendum (AI Addendum) available at: AI Addendum, which is incorporated into this Agreement by reference. The AI Features are disabled by default and may be enabled only by an authorized administrator's affirmative opt-in. By enabling or using the AI Features, Customer/Business Partner agrees to the AI Addendum (including the AI Features Addendum (Pacey AI), available at AI Features Schedule). If there is any conflict between the AI Addendum and these Terms regarding the AI Features, the AI Addendum will take precedence solely for the AI Features. A frequently asked questions document is available at AI Features FAQ. 