Headcount Inc. , and its related affiliates and subsidiaries (“Headcount Inc.”, “us”, or “we”) respect your privacy. We provide services to manage payroll, benefits and compliance for international teams.
This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Headcount, Inc., a Delaware corporation doing business as Headcount, and its subsidiaries and affiliates (collectively, “Headcount”). This Agreement contains the terms and conditions that govern the use of Headcount’s all-in-one HR platform (the “Platform”). Headcount directly, and through its website (https://useheadcount.com) and the associated domains thereof (the “Site”), offers customers the products and services listed at https://useheadcount.com/pricing (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).
Headcount Inc. obtains Personal Data about you from various sources to provide our Services and to manage our Sites. “You” may be a visitor to one of our websites, a user of one or more of our Services (“User” or “Headcount Inc. User”).
Personal Data We Collect
How We Use Personal Data
How We Disclose Personal Data
Headcount Inc. does not sell or rent Personal Data to marketers or unaffiliated third parties. We share your Personal Data with trusted entities, as outlined below.
Your Rights and Choices
You have choices regarding our use and disclosure of your Personal Data:
2. Account Security. You are responsible for maintaining the privacy and security of your Account. You will promptly disable access to the Services if you believe your Account has been compromised or stolen, and you will immediately notify us if you believe your Account credentials have been compromised or stolen, and in the event of any unauthorized access to or use of your Account. We will attempt to prevent unauthorized transactions or other activity using your Account, and we will assist you in the event your Account is compromised, but you are solely responsible for any financial or other loss that results from unauthorized access to your Account. We may suspend access to your Account if we suspect your Account has been compromised.
3. Prohibited Uses. You may not use Headcount for any illegal, fraudulent or unauthorized purposes. You may not use the Services to violate intellectual property laws, or any other any laws in your jurisdiction that are relevant to your business. You may not use the Services for personal, household, family, consumer or other non-commercial purposes. You may only use the Services for bona fide business purposes to obtain or provide services specified in a Contract or other written agreement. You may not use the Services to solicit or provide services for the benefit of (a) an individual, organization, or country that is blocked or sanctioned by the United States, including those identified on the United States Office of Foreign Asset Control (OFAC); (b) any unaffiliated third parties; or (c) any other services not for the benefit of a User.
Further, you may not use the Platform to solicit or provide Services involving or related to any of the items on our Prohibited Activity List. If we suspect or determine that you are in using the Services in any many related to activities on the Prohibited Activity List, we reserve the right to disable your Account, freeze any funds in your Account, and report your activity to our financial services providers and other regulatory authorities with jurisdiction over us or you.
Payment Service Providers
If you make or receive payments using our Payment Service Provider, you acknowledge and agree that you will comply with any Payment Service Provider terms of service or other agreement between you and the Payment Service Provider. We will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions of any Payment Service Provider, and we expressly disclaim any responsibility in this regard. Any fees for use of a Payment Service Provider to make payments or receive payments will be borne by you. Any fees imposed on you by a Payment Service Provider are in addition to any fees payable to Headcount.
Limitation of Liability; Indemnification
Headcount is not an intermediary, advisor, agent or third party to Users with regard to any Contracts, and we take no responsibility for the quality or adequacy of any Deliverables or services performed, User disputes and or content posted to the Platform by Users.
Headcount assumes no liability for any acts or omissions of any Contractor, Contractor's failure to provide the services to the Client, or Client's failure to pay amounts owed to a Contractor; and the Contractor acknowledges that Headcount's obligation to pay the Contractor as the Contractor’s Payment Agent is subject to and conditional upon Headcount's actual receipt of payment from the Client.
You agree to defend, indemnify and hold harmless Headcount its Affiliates, Payment Service Providers and each of their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; (c) your breach of the terms of any Contract, or the terms of any Payment Service Provider agreement; or (d) any Contract, Form, data and Content posted by you to the Platform.
You may not hold us liable for any interruption of the Services due to any act of God; blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other case beyond our voluntary control preventing the normal provision of the Services to you.
Headcount is not a law firm, and is not permitted to engage in the practice of law. Headcount employees do not act as your attorney or otherwise provide legal advice to you.
The Contract templates, Forms, and other sample document available to you on Headcount are made available to you for informational purposes only and are not a substitute for the advice of an attorney, and may not be relied upon by you in any manner whatsoever with regard to the legality or sufficiency of such materials for your situation or needs.
Headcount is prohibited from providing any kind of advice, explanation, opinion, or recommendation to you about possible legal rights, remedies, defenses, options, selection of forms or strategies.
The Platform provides Templates, forms and other automated document generation tools for Users to prepare, create and execute Contracts with other Users, document work progress, and fill out and submit Forms to tax authorities. The information we provide is comprised of a compilation of frequently encountered legal and compliance issues generally applicable to engagements between Contractors and Clients, and is not intended to be comprehensive of matters specific to your circumstances.
At no time do we review your Contracts, Forms, or other documents or the information you input for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation or needs.
Headcount and the Services are not a substitute for the advice of an attorney. Although Headcount takes every reasonable effort to ensure that the Templates, forms, and other information on the Platform are up-to-date and reflect our best understanding of compliance matters related to engagements with independent contractors, the information on this site is not legal advice and is not guaranteed to be correct, complete or up-to-date. Because the law changes rapidly, varies from jurisdiction to jurisdiction, and is also subject to varying interpretations by different courts and certain government and administrative bodies, Headcount cannot guarantee that all the information on the site is accurate, up-to-date, complete or sufficient for your specific legal or compliance needs.
The Platform contains links to other compliance resources. We provide these links to help you identify and locate other resources that may be of interest to you, and are not intended to state or imply that Headcount sponsors, is affiliated or associated with, guarantees, or is legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links. Any third party information contained on the Platform or on sites we link to is from sources we believe to be reliable, but which we have not independently verified.
Headcount is not responsible for any loss, injury, claim, liability, or damages related to your use of any sites we link to or from errors or omissions in the content of the linked sites. You use third-party links and information at your own risk. Any tax-related compliance information on the Platform is not intended by us to be used, and cannot be used, for the purpose of (i) avoiding penalties that may be imposed by any governmental taxing authority or agency, or (ii) promoting, marketing or recommending to another party any tax-related advice in such information.
Any suggestions in the information we provide on the Platform are general, and do not take into account an individual’s or entity’s specific tax circumstances or applicable governing tax law, which may vary from jurisdiction to jurisdiction is subject to change.
Headcount makes no express or implied warranties or representations, and Headcount has no liability to you with respect to the information and data we provide to you on the Platform or in connection with the Services.
YOUR USE OF THE SERVICES, AND ANY, INFORMATION OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, INFORMATION OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY EXPRESS OR IMPLIED IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE OR ANY OTHER. NEITHER HEADCOUNT NOR ITS AFFILIATES MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR INFORMATION OBTAINED BY YOU THROUGH THE PLATFORM. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
HEADCOUNT AND, ITS AFFILIATES DO NOT WARRANT THAT (A) THE SERVICE OR ANY PAYMENT METHOD WILL BE UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.
LIMITATION OF LIABILITY.
IN NO EVENT WILL HEADCOUNT, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT A USER OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
OUR MAXIMUM LIABILITY TO YOU UNDER THESE TERMS IS LIMITED TO THE GREATER OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF YOUR CLAIM OR $500.00. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.
We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability to you, in our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms.
If you wish to terminate your account, please contact us via email at firstname.lastname@example.org. You may delete Contracts(s) at any time from within the Deel dashboard, and the deleted Contract and all Content associated with the Contract will immediately become inaccessible to other Users. after which we will permanently delete the Contract from our servers.
1. Payment Plans
Clients may use the Service to create and manage Contracts and pay Contractors by selecting from one of our payment plans ("Payment Plan(s)"). Payment Plan details are set forth on our Pricing Page.
We will automatically charge you at the end of each billing cycle set forth in the Payment Plan you select for the amounts you owe until you suspend or close your Account or Headcount terminates your use of the Services.
We require a credit or debit card, or other valid payment method (“Payment Method”) to process your payment. You must provide Headcount with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid Payment Method information. By submitting such Payment Method information, you authorize Headcount to automatically charge any amounts you owe for each billing cycle to such Payment Method.
Should automatic billing fail to occur for any reason, Headcount may attempt to re-submit the charge to your Payment Method. Should the Payment Method continue to fail, your Account will be suspended until payment is made in full.
You may modify, suspend, or terminate your Payment Plan through your Account dashboard or by contacting the Headcount customer support team at email@example.com. Upon termination, all amounts due will be immediately due and owing, and we will automatically charge your Payment Method for any remaining fees you owe.
3. Payment. If you pay for your Payment Plan using a credit card, debit or other payment card (“Card”), the following terms apply:
4. Payment Plan Modifications. Headcount may modify your Payment Plan fees at any time and in its sole discretion at least 30 days advance notice to you before the end date of your next billing cycle. Changes to Payment Plans will become effective at the end of the next billing cycle following your receipt of notice of the change. If you do not agree to the fee change, you must terminate your Payment Plan at least 5 days prior to the end of your next billing cycle by sending Headcount notice of termination to firstname.lastname@example.org. Your continued use of the Service after the Payment Plan change becomes effective constitutes your consent to the new Payment Plan terms.
5. Taxes. Payment Plan fees are stated exclusive of any sales tax, value-added taxes, use or withholding tax or other governmental assessments of any nature in your jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your Payment Plan, except for those taxes based on our net income. Should any payment for the Service be subject to withholding tax by any government, you will reimburse us for such withholding tax.
6. Free Trials Headcount may, at its sole discretion, offer a Payment Plan with a free trial for a limited period of time ("Free Trial"). To participate in a Free Trial, you must select a Payment Plan and provide a valid Payment Method, however, we will not charge your Payment Method unless you continue using the Services after the Free Trial is over. If you are on a Free Trial, you may cancel at any time until the last day of your Free Trial by email@example.com.. If you or Headcount cancel your Free Trial, you acknowledge and agree that we may delete all Contracts, Forms, content, and all other data associated with your Account during your Free Trial. If you do not cancel your Free Trial, then your Free Trial will automatically be converted to a paid Payment Plan at the end of the trial period, and you hereby authorize us to charge the Payment Method your provided us in accordance with your Payment Plan To cancel your Payment Plan after your Free Trial has ended and your Payment Plan has begun, you must notify us by sending Headcount notice of termination to firstname.lastname@example.org. at least 5 days prior to the end of your next billing cycle.
At any time and without notice, Headcount reserves the right to (a) modify the terms of any Free Trial offer, (b) withdraw any Free Trial offer, or (c) cancel any Free Trial Payment Plan at any time.
7. Refunds Your payment obligations under your Payment Plan for each billing cycle may not be cancelled after a billing cycle has commenced, and you will not receive a partial refund if you stop using the Services and terminate your Payment Plan before the end of a billing cycle. All fees paid by you to Headcount are non-refundable and there are no credits for partially used Payment Plan periods.
We may consider certain refund requests on a case-by-case basis in our sole discretion.
Prohibited Activity List
You may not engage in any of the following activities while using the Services:
Bank Account Debiting and Crediting
On or prior to User’s payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, User authorizes Headcount to initiate debit Entries to the Bank Account at the depository financial institution indicated by the routing number associated with the Bank Account that User provides to Headcount (the “Bank”), and to debit the Bank Account in such amounts as are necessary to (i) fund User’s direct deposits; (ii) pay any fees or charges associated with the Payroll Service, including, without limitation, finance charges; (iii) pay User’s payroll taxes; (iv) pay any debit, correcting, or reversing Entry initiated pursuant to the Payroll Agreement which is later returned to Headcount; (v) verify the Bank Account through a test deposit or debit authorization; and (vi) pay any other amount that is owing under the Payroll Agreement or in connection with the Payroll Service. User also authorizes Headcount to initiate credit Entries to the Bank Account in the event that Headcount is required to return Unpaid Funds to User. These authorizations are to remain in full force and effect until Headcount has received written notice from User of termination of any such authorizations in such time and such manner as to afford Headcount and the Bank a reasonable opportunity to act upon such notice. Headcount is not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions.
User acknowledges that the origination of Automated Clearing House (“ACH”) transactions to the Payroll Account (as defined below) and the transmission of funds via ACH transactions to the payee’s account must comply with applicable laws, rules, and regulations, including the NACHA Rules and Article 4A of the Uniform Commercial Code, as adopted in California and as may be amended from time to time (as amended, the “UCC”).
Requirements for Bank Account Funds
User will maintain in the Bank Account, as of the applicable payroll direct deposit date, payroll tax deposit date, or other settlement or due date and time, immediately available funds sufficient to cover all disbursements, fees, payroll taxes or any other amounts due (collectively, the “Amounts Due”) under the Payroll Agreement. User’s obligation to have sufficient funds in the Bank Account to cover the Amounts Due matures at the time Headcount originates the applicable Entries for the Amounts Due and is unaffected by termination of the Payroll Service. Headcount may set off any amounts User owes to it against any amounts it owes to User in order for Headcount to obtain payment of User’s obligations as set forth in the Payroll Agreement.
If User does not have sufficient funds in the Bank Account to pay the Amounts Due at the time required, or if User refuses to pay the Amounts Due, then Headcount will not be able to pay out the Amounts Due to the applicable parties and will not be liable for any consequences or Claims directly or indirectly arising from such failure to pay, and Headcount may (i) debit the Bank Account or any other account owned in whole or in part by User to pay disbursements, fees or charges, payroll taxes, or other amounts due; (ii) refuse to pay any unremitted payroll taxes to the applicable tax agencies, in which case the payroll tax liability will become User’s sole responsibility; (iii) refuse to perform further Services; and/or (iv) immediately terminate the Payroll Agreement. For any amounts due and unpaid, Headcount may assess finance charges on such amounts and recover certain fees and costs of collection associated with such amounts. All Headcount users are subject to the Headcount Payroll Service terms (https://www.useheadcount.com/payroll-terms).
Security and Retention
We make reasonable efforts to ensure a level of security appropriate to the risk associated with the processing of Personal Data. We maintain organizational, technical and administrative measures designed to protect Personal Data within our organization against unauthorized access, destruction, loss, alteration or misuse. Your Personal Data is only accessible to a limited number of personnel who need access to the information to perform their duties. Unfortunately, no data transmission or storage system can be guaranteed to be 100% secure. If you have reason to believe that your interaction with us is no longer secure (for example, if you feel that the security of your account has been compromised), please contact us immediately.
We retain your Personal Data as long as we are providing the Services to you. We retain Personal Data after we cease providing Services directly or indirectly to you, even if you close your Headcount Inc. account or complete a transaction with a Headcount Inc. User, to the extent necessary to comply with our legal and regulatory obligations, and for the purpose of fraud monitoring, detection and prevention. We also retain Personal Data to comply with our tax, accounting, and financial reporting obligations, where we are required to retain the data by our contractual commitments to our financial partners, and where data retention is mandated by the payment methods that we support. Where we retain data, we do so in accordance with any limitation periods and records retention obligations that are imposed by applicable law.
International Data Transfers
If you are located in the European Economic Area (“EEA”), the UK or Switzerland, we comply with applicable laws to provide an adequate level of data protection for the transfer of your Personal Data to the US.
Where applicable law requires us to ensure that an international data transfer is governed by a data transfer mechanism, we use one or more of the following mechanisms: EU Standard Contractual Clauses with a data recipient outside the EEA or the UK, verification that the recipient has implemented Binding Corporate Rules, or verification that the recipient adheres to the EU-US and Swiss-US Privacy Shield Framework.
Use by Minors
The Services are not directed to individuals under the age of eighteen (18), and we request that they not provide Personal Data through the Services.
Links To Other Websites
The Services may provide the ability to connect to other websites. These websites may operate independently from us and may have their own privacy notices or policies, which we strongly suggest you review. If any linked website is not owned or controlled by us, we are not responsible for its content, any use of the website or the privacy practices of the operator of the website.
Residents of the European Economic Area (EEA), the UK and Switzerland. To exercise your rights, you can contact us via privacy@Headcount Inc..
If you are a resident of the EEA and believe we process your information in scope of the General Data Protection Regulation (GDPR), you may direct your questions or complaints to the Office of the Data Protection Commissioner. If you are a resident of the UK and the UK is no longer a Member State of the EU, you may direct your questions or concerns to the UK Information Commissioner’s Office.
Mexican residents. Mexican residents may exercise data protection rights to access, correction, deletion, opposition or revocation under applicable law. You may be provided with further information about the steps to exercise your privacy rights, including identity verification, timing, the way to get in touch with the organization responding to your request for further communications about your request, and how your request may be honored. To exercise your rights, you can contact us via privacy@Headcount Inc..
United States - California residents. This section provides additional details about the personal information we collect about California consumers as well as the rights of California consumers under the California Consumer Privacy Act (CCPA).
To submit a request to exercise any of the rights described above, you may contact Headcount Inc. at privacy@Headcount Inc.. We may need to verify your identity before responding to your request, such as verifying that the email address from which you send the request matches your email address that we have on file. Authentication based on a government-issued and valid identification document may be required.
2400 N 2nd St.,
Minneapolis, MN 55414
Attention: Headcount Inc. Legal