LAST REVISED: September 28, 2025
1. INTRODUCTION
1.1. The SmartDeer System is a cloud-based, internationally adaptable, highly flexible, and scalable human capital management platform. It focuses on providing compliant and efficient human resources and payroll management support to companies and organizations of all kinds, helping businesses improve operational quality.
2. DEFINITIONS
2.1. “Agreement” refers to:
2.1.1. These Terms of Use and Conditions (“Terms”);
2.1.2. The SmartDeer Global Privacy Policy provided by the Service Provider (“Privacy Policy”);
2.1.3. Proposals offered by the Service Provider and accepted by the Client/Business Partner (as applicable);
2.2. The documents that constitute this Agreement shall be read and interpreted according to the order of precedence specified in Articles 2.1.1 to 2.1.3 above.
2.3. “Business Day” means any day other than Saturdays, Sundays, or public holidays periodically announced by the government of the country where services are provided or where global, regional, or local support centers are located.
2.4. “Business Hours” means 8:00 to 17:00 on business days in the country of service or where global, regional, or local support centers are located.
2.5. “Client/Business Partner” are used interchangeably, depending on the business relationship with the Service Provider, referring to: (a) companies; (b) their affiliated enterprises; (c) other legal entities controlled by the company; (d) employees of the above entities; or (e) authorized third-party service users. The terms may be used interchangeably according to the relationship with the Service Provider. Any use of Service by the Client/Business Partner constitutes acceptance of all terms within this Agreement.
2.6. “Enhancement or Upgrade” refers to any modification made to the SmartDeer System to improve its functionality.
2.7. “Service Provider” means the company that issues a written business proposal or quote accepted by the Client/Business Partner.
2.8. “SmartDeer Application” refers to computer software and related documentation promoted by the Service Provider under the SmartDeer brand, including but not limited to privately labeled payroll processing services and any enhancements or upgrades provided during the term of this Agreement, accessible at www.smartdeer.work; for white-label solutions, contents accessible via the URL used by the Client/Business Partner.
2.9. “SmartDeer Services, Services, the Service” refers to the Service Provider’s website, including related mobile applications, systems, network services, implementation services, outsourcing services, support services, or any content/information provided as part of these services.
2.10. “Proposal” means a written cost proposal document, quote, order confirmation, or email (as applicable) provided by the Service Provider to the Client/Business Partner, outlining deliverables and fees, which is accepted by the Client/Business Partner.
2.11. “URL” means Uniform Resource Locator.
3. AGREEMENT
3.1. Registration, access, login, or use of the Service by the Client/Business Partner constitutes the execution of a valid and enforceable agreement with the Service Provider, even if in the name of a company or third party.
3.2. If the Client/Business Partner does not agree to this Agreement, they may not register, access, or use the Service. The Service Provider may amend this Agreement as necessary and notify the Client/Business Partner in a timely manner; all changes are prospective only, and if the Client disagrees with the new terms, they must immediately cease use of the Service.
3.3. All registered users (“Members”) and unregistered users (“Visitors”) are governed by this Agreement.
3.4 The interpretation and amendment of this Agreement are subject to the discretion of the Service Provider. In the event of any updates or modifications, the latest version as published and notified by the Service Provider shall prevail.
4. APPLICABLE LAW
4.1. “Applicable Law” refers to the law of the jurisdiction where the Service Provider is registered, which governs and interprets this Agreement.
5. CLARIFICATION OF RESPONSIBILITIES
5.1. Business Partners are authorized units that may further sublicense SmartDeer to end users and act as service suppliers for the cloud technology platform.
5.2. Clients may only use the Service Provider as an internal cloud platform supplier and may not resell, sublicence, lease, or otherwise provide the service to third parties.
6. LICENSE TO USE SERVICE BY CLIENT/BUSINESS PARTNER
6.1. All content and derivatives thereof belonging to the Client/Business Partner remain their exclusive property, regardless of where the data is stored.
6.2. The Client/Business Partner authorizes the Service Provider, for service purposes, to process its data (including end-user data) on a worldwide, transferable, sublicensable basis, including but not limited to use, storage, modification, and display of data, solely for service delivery.
6.3. This authorization becomes effective as prescribed in Article 3.1 and continues until termination of the Agreement. Client/Business Partner acknowledges that data access, storage, and processing comply with the Privacy Policy.
6.4. Client/Business Partner is responsible for all activities under its users’ or end-users’ logins, and for ensuring compliance with this Agreement. Service is for business purposes only, and Client/Business Partner shall comply with applicable laws, and may not:
6.4.1. Send/store infringing or unlawful content;
6.4.2. Send/store viruses or malicious code;
6.4.3. Access for the purpose of developing competing products or copying UI/UX without authorization;
6.4.4. Use the Service for public evaluations, benchmarking, or comparative analyses without written consent;
6.4.5. Illegally access or damage the system or its data;
6.4.6. Copy, modify, or create derivative works of the Service without authorization;
6.4.7. Reverse engineer the Service;
6.4.8. Enable direct competitors to use the system or Service.
7. SERVICE INFORMATION AND CALCULATIONS
7.1. Information and guidance provided on the website are for employer tax compliance reference. Despite content being updated based on the latest policy dynamics, Service Provider offers compliance advice for employee taxes only; Client is obligated to verify the accuracy of any calculation results.
7.2. The Service Provider’s offerings do not cover nor are intended to cover all local laws and regulations regarding payroll processes or labor law. Laws and regulations change frequently, and their impact may vary significantly depending on interpretation, employee count, labor laws, and other specific facts and circumstances.
7.3. All calculations are provided by the Service Provider using current knowledge and testing capabilities to ensure accuracy. In case of unforeseen discrepancies, the Service Provider will promptly correct them. The Client shall indemnify the Service Provider for any losses or expenses arising from calculation errors.
7.4. The Service Provider supplies legal compliance tools and trusts the Client not to breach the law or use the service maliciously.
8. TERM AND TERMINATION
8.1. For outsourcing clients and business partners:
8.1.1. The Service Provider may terminate this Agreement by giving 6 months’ written notice; in case of breach or abuse, the Service Provider may restrict, suspend, or close relevant accounts at any time.
8.1.2. To terminate the Agreement, the Client/Business Partner shall ensure no outstanding debts and must give 6 months’ written notice to the Service Provider (email: support@smartdeer.work). The Client is responsible for the proper protection and compliant handling of data at termination.
9. IMPLEMENTATION SERVICES
9.1. The Service Provider will strictly provide implementation services as specified in the proposal and quote; changes must be negotiated and agreed in writing by both parties.
10. OUTSOURCING SERVICES
10.1. Outsourcing services will be provided strictly as specified in the proposal and quote.
11. SUPPORT AND ISSUE RESOLUTION
11.1. Monthly subscription users enjoy basic support services, including 24/7 online help, phone and chat support during business hours, and unlimited technical support requests on business days.
11.2. All technical support covers the SmartDeer system and its functional upgrades/improvements, ensuring ongoing alignment with technology requirements.
12. COMMERCIAL TERMS
12.1. Payment and Service Suspension
12.1.1. Payment
12.1.1.1. The Service Provider will invoice and bill the Client/Business Partner according to the employee headcount and service requirements defined in the proposal. Client/Business Partner shall pay invoices and deposits (if applicable) on time; upon receipt, services will commence.
12.1.2. Service Suspension
12.1.2.1. Without prejudice to other rights and remedies, if the Client/Business Partner owes payments under this Agreement, the Service Provider may suspend access to and execution of the SmartDeer system and/or Service until all outstanding amounts are paid in full.
12.2. Training: Training fees are charged at prevailing training rates.
12.3. Work Requests (written requests by Client/Business Partner to Service Provider): Work requests are charged according to terms in the signed work request document (if applicable).
12.4. Scope Changes: Scope changes are charged according to the signed scope change document.
12.5. Consumption Fees
12.5.1. Product usage fees are charged per module as selected in the original and any subsequent proposal.
12.5.2. Pricing is tiered per employee or user and may vary according to processed employee count or authorized users.
12.5.3. Payroll and core HR are charged from the first parallel run.
12.5.4. All other modules are charged from the date and time payroll and core HR go live.
12.5.5. Payroll and Core HR
12.5.5.1. Outsourcing Service
12.5.5.1.1. Monthly processing is charged at either the per-employee rate or the minimum billing amount per legal entity, whichever is higher. If a given entity’s consumption value in a month is below the minimum rate, the minimum applies. If it exceeds, per-employee rates apply.
12.5.5.1.2. Per-employee monthly fees apply from each payroll’s initial run date.
12.5.6. Performance Management
12.5.6.1. Monthly fee per active employee, per employee grade.
12.5.7. Workforce Planning
12.5.7.1. Monthly fee per active employee, calculated by employee scale.
12.5.8. Additional Tax Modules
12.5.8.1. Monthly fee per active employee, calculated by country (excluding the base country) and employee scale.
12.5.9. Multi-currency Expatriate Module
12.5.9.1. Monthly fee per active employee, calculated by employee scale.
12.5.10. Organization Chart
12.5.10.1. Basic fee (unlimited users): Monthly, calculated by employee scale.
12.5.10.2. Planning monthly fee (unlimited users): Monthly, calculated by employee scale.
12.5.10.3. Point-in-time fee (unlimited users): Monthly, calculated by employee scale.
12.5.11. Cloud Analytics and Power BI
12.5.11.1. Initial one-time fee: Per user, per employee grade.
12.5.11.2. Monthly fee: Per user, per employee grade.
12.5.12. Recruitment
12.5.12.1. Fixed monthly fee per selected service type.
12.5.13. Employee Lifecycle Process Management
12.5.13.1. One-time configuration fee
12.5.13.2. Monthly fee per active employee, per employee grade
12.5.14. Historical Data
12.5.14.1. Data receipt pricing excludes historical data ingestion.
12.5.15. Leave Management
12.5.15.1. Monthly fee per active employee, per employee grade
12.5.15.2. One-time configuration fee
12.5.16. Expense Reimbursement
12.5.16.1. Monthly fee per active employee, per employee grade
12.5.16.2. One-time configuration fee
12.5.17. Multi-language Configuration
12.5.17.1. If multi-language environment configuration (other than English/Chinese) is required, a one-time configuration fee is charged.
13. INTEGRATIONS
13.1. Users acknowledge services may import, export, or integrate with third-party products.
13.2. Use of any third-party product is at your sole discretion and risk. The Service Provider is not responsible for any third-party products, your usage thereof, or any data exchange between you and any third-party provider; such exchanges occur only between you and the relevant provider.
13.3. Service Provider makes no representations, warranties, or commitments regarding any content or use of third-party products, interactions, completed transactions, or contracts entered into by users with any third-party product providers, nor any liability or obligation. Contracts or transactions through third-party products are solely between the user and that third party, not the Service Provider. Use of any third-party product is subject to the third-party terms and conditions.
13.4. If you choose to use integration features, you agree: (i) to assume all responsibility and risk for use of integration and any third-party products (including content, functionality, or availability thereof), and waive and release the Service Provider from any direct or indirect claims arising therefrom; (ii) unconditionally defend, indemnify, and hold the Service Provider harmless from any third-party claims or damages arising directly or indirectly from your use of integrations.
13.5. Integrations from the Service Provider are provided “as is” and without any warranty, for convenience only.
14. NOTICES, SERVICE MESSAGES, AND ADVERTISING
14.1. The Client/Business Partner agrees the Service Provider may give notices by:
14.1.1. Displaying banner notifications on the service;
14.1.2. Sending to the email address provided by the Client/Business Partner; or
14.1.3. Other means including mobile number, telephone, or mail. The Client/Business Partner agrees to keep contact information up to date. You may indicate in your profile if you do not wish to receive certain email notifications.
14.2. The Service Provider reserves the right to display advertisements in any service without compensating the Client/Business Partner or others.
15. SERVICE AVAILABILITY
15.1. Service Provider may at its discretion change, suspend, or terminate any service.
15.2. The Service Provider will use commercially reasonable efforts to keep online services available 24×7, except:
15.2.1. Scheduled downtime (at least 8 hours’ prior electronic notice); and
15.2.2. Any unavailability due to causes outside Service Provider’s reasonable control, including but not limited to government actions, flood, fire, earthquake, unrest, terrorism, strikes or other labor issues (excluding Service Provider’s own employees), epidemic, pandemic, ISP failures or delays, or denial of service attacks.
16. DATA PROTECTION
16.1. You acknowledge and agree the Service Provider may collect and process personal data related to your use of our platform. The Service Provider is committed to ensuring compliance with all applicable data protection laws, regulations, and any legislation governing personal data processing. All rights and obligations regarding personal data processing are governed by the Data Processing Addendum (“DPA”), which is part of the Terms of Service and available at:
https://www.smartdeer.work/en/legal/Data_processing_Agreement.
16.2. For information on how the Service Provider processes your personal data, please refer to our Privacy Policy at:
https://www.smartdeer.work/en/marketing/SmartDeer_Global_Privacy_Policy.
17. PROHIBITION OF ILLEGAL AND ANTI–MONEY LAUNDERING ACTIVITIES
17.1. The Client/Business Partner may not use the Service for any illegal activities, including but not limited to money laundering, terrorist financing, evading economic sanctions, fraud, or assisting in any conduct violating applicable laws, regulations or requirements. The Client must ensure all transactions via the platform are lawful and compliant; any concealment, transfer, or handling of criminal proceeds is prohibited. If this term is breached, the Service Provider may immediately suspend or terminate relevant services and report and cooperate fully with authorities; all liabilities and losses arising therefrom shall be borne by the Client/Business Partner.
18. INTELLECTUAL PROPERTY
18.1. Aside from user content, all systems, services, and related content are owned by the Service Provider or its licensors and protected by intellectual property laws. No copying, development, distribution, or use of the SmartDeer brand or related content is permitted without written consent.
18.2. Except as otherwise agreed in writing, submission of any user content irrevocably grants the Service Provider and its successors/assigns a worldwide, non-exclusive, royalty-free, perpetual, transferable, and sublicensable license covering all IP, personality, and privacy rights in the user content, including but not limited to the rights to use, copy, distribute, transmit, modify, create derivative works, publicly display, adapt, reverse engineer, and publicly perform such content via the system and/or services (in any existing or future media formats and channels).
19. NON-SOLICITATION
19.1. During the term of this Agreement and for twelve (12) months thereafter, the Client/Business Partner agrees not to directly or indirectly (e.g., via third-party contractors or affiliates) solicit, recruit, or induce any representative of the other party to leave their employer, except that nothing herein shall prevent either party from hiring someone who voluntarily responds to generally advertised or widely publicized job postings (e.g., newspaper ads, job fairs, internet), and no party may target or encourage such a person to respond.
19.2. Violation by hiring such representative shall result in payment of liquidated damages equal to one year’s salary of such employee, which both parties agree is a genuine pre-estimate of loss.
20. CONFIDENTIALITY
20.1. “Confidential Information” means any business or technical information disclosed by one party (“Discloser”) to the other (“Recipient”) marked as confidential, proprietary, or reasonably understood to be such. Exclusions apply to information the Recipient can demonstrate:
20.1.1. Became publicly available without breach of this Agreement;
20.1.2. Was already in its possession before disclosure;
20.1.3. Obtained from a third party with lawful disclosure rights; or
20.1.4. Is required to be disclosed by law or court order (“Order”), provided the Recipient gives prompt written notice and reasonably cooperates to limit or eliminate the requirement as permitted by such Order.
20.2. Recipient shall use the same degree of care to protect Discloser’s confidential information as its own.
20.3. Recipient shall not use confidential information for purposes outside this Agreement.
20.4. Upon termination of this Agreement and Discloser’s request, Recipient shall promptly return all tangible materials (including electronic copies) containing or constituting Confidential Information of Discloser.
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