EOR Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Keystone EOR platform and related employer-of-record services (collectively, the "Service") operated by Cornerstone Global Partners Pte. Ltd. (Singapore) and its related corporations within the CGP Group, including Agensi Pekerjaan Cornerstone Global Partners (Malaysia) Sdn. Bhd, Cornerstone Global Partners (Vietnam) Company Limited, CGP Recruitment (Thailand) Co., Ltd, Cornerstone Global Partners Colombia SAS, and Cornerstone Global Partners Columbus Inc in the United States (collectively, "we", "us", "our", or the "EOR Provider").

By accessing or using the Service, you ("Customer") agree to be bound by these Terms, our Privacy Policy, our Cookie Policy, and any applicable Order Form, Service Order, or Country Addendum. If you do not agree, you must not use the Service.

1. Definitions

"Customer" — the entity that engages the Service to support its workforce engagement needs

"Worker" — an individual engaged through the EOR Service to provide services to the Customer

"EOR Provider" — the CGP Group entity that serves as legal employer of record for the Worker in the Worker's country of employment

"Country Addendum" — country-specific terms that supplement these Terms based on the Worker's country of employment

"Order Form" — a written or electronic order placed by the Customer specifying the Workers, fees, and scope of Service

"Service Fees" — fees payable by the Customer to the EOR Provider

"Worker Costs" — gross pay, statutory benefits, taxes, and any pass-through costs of employment for each Worker

2. Service Description

The EOR Provider engages Workers in the Worker's country of employment as the legal employer of record, in compliance with the Worker's local employment, tax, and benefits laws. The Customer directs the day-to-day work performed by the Workers, while the EOR Provider handles employment-of-record responsibilities including payroll, tax withholdings, statutory benefits, mandatory contributions, employment contracts, and termination procedures.

The Service includes:

• Worker onboarding and employment contract execution
• Payroll processing and Worker payouts
• Tax withholdings and remittances to local authorities
• Statutory and standard benefits administration (where applicable)
• Compliance with local employment law
• Termination procedures consistent with local law
• Access to the Keystone EOR platform for Customer self-service and reporting

3. Eligibility and Account

The Customer must be a legal entity with authority to engage the Service for workforce purposes. The Customer's authorized representative confirms they have authority to bind the Customer to these Terms. Account authentication and session management for the Keystone EOR platform are provided by our authentication provider, Clerk. The Customer is responsible for maintaining the security of account credentials and all activities under its account.

4. Roles and Responsibilities

Customer responsibilities:

• Provide accurate Worker information (name, identification, country of employment, role, compensation, etc.)
• Direct the day-to-day work of Workers in a manner consistent with local employment law
• Refrain from any conduct that would create a co-employment, joint-employer, or direct-employer relationship between Customer and Worker
• Pay Service Fees and Worker Costs on time per the Order Form
• Comply with anti-discrimination, anti-harassment, and applicable workplace laws
• Maintain accurate records of Worker performance and conduct

EOR Provider responsibilities:

• Engage Workers as legal employer of record in compliance with the Worker's country of employment law
• Process payroll, tax withholdings, and statutory contributions accurately and on schedule
• Provide Workers with compliant employment contracts and any mandatory disclosures
• Administer statutory benefits as required by local law
• Provide the Keystone EOR platform for Customer self-service
• Notify Customer of any compliance, regulatory, or legal issues affecting the engagement

5. Fees and Payment

• Service Fees — fees payable to the EOR Provider for providing the Service, as set out in the Order Form
• Worker Costs — gross pay, statutory benefits, taxes, and mandatory contributions, passed through to Customer at cost
• Payment terms — [All fees owed to EOR Provider are due immediately unless otherwise stated]
• Late payment — [interest rate shall be 0.1% per day unless otherwise stated, EOR Provider may suspend or terminate your access for non-payment. You are responsible for all costs of collection, including reasonable attorneys’ fees.]
• Currency — [USD / EUR / local currency policy]
• Refunds — Service Fees are non-refundable except where required by law
• Taxes — Customer is responsible for any sales, VAT, GST, or similar taxes that apply to the Service Fees (in addition to Worker Costs)

6. Term and Termination

• Term — these Terms commence on the Effective Date and continue until terminated
• Termination for convenience — [standard notice period of termination by Customer shall be 60 days unless otherwise stated]
• Termination for cause — material breach uncured after notice; insolvency; serious legal or compliance risk
• Worker transition on termination — Customer's obligations to notify Workers, comply with notice periods, severance, and any post-termination obligations
• Survival — provisions that by nature should survive (confidentiality, indemnification, liability caps, governing law) will continue to apply

7. Worker Treatment and Protections

• Workers are employees of the EOR Provider and entitled to all rights under their local employment law
• Customer agrees not to direct Workers in any way that would violate the Worker's employment rights
• Customer agrees to the worker classification, compensation, and benefits structure required by local law
• Anti-discrimination, anti-harassment, and workplace safety obligations apply to both Customer (in directing work) and EOR Provider (as legal employer)

8. Data Protection

Processing of personal data (including Worker data, Customer contact data, and platform usage data) is governed by:

• Our Privacy Policy — see https://www.cgpgroup.com/privacy-policy
• Our Cookie Policy — see https://eor.gokeystone.ai/cookie-policy
• Any applicable Data Processing Agreement (“DPA”) entered into between the parties

The parties acknowledge that the EOR Provider acts as an independent data controller in relation to personal data processed for employment purposes, including Worker employment data, in its capacity as the legal employer of record.

The EOR Provider may act as a data processor where it processes personal data strictly on documented instructions of the Customer. Where required by applicable law, the parties will enter into a separate Data Processing Agreement (DPA) to govern such processing.

Each party shall comply with its respective obligations under applicable data protection laws.

Each party shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing, in accordance with applicable data protection laws, and shall ensure that its personnel and systems handling personal data are adequately protected against unauthorized access, loss, or misuse.

The Customer acknowledges that the provision of the Service may involve the transfer of personal data across jurisdictions. Such transfers will be carried out in accordance with applicable data protection laws and subject to appropriate safeguards, including contractual or legal mechanisms where required.

To the extent permitted by applicable law, the EOR Provider shall not be responsible for any personal data processing carried out by the Customer or its personnel outside the scope of the Service.

Personal data will be retained in accordance with our Privacy Policy and applicable legal and regulatory requirements, including employment, payroll, tax, and compliance with record-keeping obligations, which may extend beyond the termination of the Service.

In the event of a personal data breach affecting personal data processed in connection with the Service, each party shall comply with its respective obligations under applicable data protection laws, including obligations relating to notification, mitigation, and remediation.

Each party shall promptly notify the other where a personal data breach may impact personal data processed under these Terms and shall cooperate in good faith to investigate, contain, and remediate the breach, to the extent required by applicable law.

Further information on our data breach response procedures is set out in our Privacy Policy.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it only for purposes related to performance under these Terms. Standard exclusions apply (publicly available, independently developed, required to be disclosed by law, etc.).

10. Intellectual Property

The EOR Provider retains all rights in the Keystone EOR platform, including software, branding, and platform content. The Customer retains rights in its own data submitted to the platform, subject to a license granted to the EOR Provider to host, process, and use that data to operate the Service.

11. Warranties and Disclaimers

• The EOR Provider warrants that it will perform the Service with reasonable skill and care and in compliance with applicable law
• Except as expressly stated, the Service is provided on an "as is" basis to the extent permitted by law
• Disclaimers of implied warranties of merchantability, fitness for purpose, and non-infringement to the fullest extent permitted by law

12. Indemnification

• Customer indemnifies EOR Provider for claims arising from Customer's direction of Workers (e.g., harassment claims, anti-discrimination claims, workplace safety claims for activities directed by Customer)
• EOR Provider indemnifies Customer for claims arising from EOR Provider's failure to comply with local employment law (e.g., misclassification claims, payroll/tax errors not caused by Customer's data)
• Procedural requirements — notice, control of defense, cooperation

13. Limitation of Liability

• No Liability for Third-Party Provider Actions

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, COSTS, OR EXPENSES ARISING FROM OR RELATED TO ANY THIRD-PARTY PROVIDER Actions

• Maximum Liability Cap

In no event shall EOR Provider’s total aggregate liability to any Customer exceed the lesser of (a) the fees paid by that Customer to EOR Provider in the twelve (12) months preceding the claim, or (b) SG$100,000

• Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EOR PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, including but not limited to:

Lost profits or revenue

Lost data or business information

Business interruption

Reputational harm

Loss of goodwill

Cost of procurement of substitute services

Regulatory fines or penalties

This exclusion applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if EOR Provider has been advised of the possibility of such damages.

• The Customer and EOR Provider acknowledge that the limitations of liability in this Section 13 have been negotiated by them and reflect a fair allocation of risk. These limitations form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy.

14. Country Addenda

Workers engaged in specific countries are subject to additional terms set out in a Country Addendum applicable to that country. The Country Addendum supplements (and where in conflict, prevail over) these Terms for matters governed by local law.

15. Governing Law and Dispute Resolution

Customer and EOR Provider agree that the laws of Singapore, excluding its conflict of laws rules, shall exclusively govern any dispute relating to these Terms and/or the Service. Customer and EOR Provider both agree that all claims and disputes shall be submitted to the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of one arbitrator to be assigned by the SIAC. The language of the arbitration shall be the English language.

16. General

• Entire agreement — these Terms, together with any Order Form and Country Addendum, constitute the entire agreement
• Amendments — Material changes will be communicated and require Customer acknowledgement
• Assignment — Customer may not assign without consent; EOR Provider may assign within CGP Group
• Force majeure — standard force majeure language
• Severability — if any provision is unenforceable, the rest remains in effect
• Notices — addresses and methods for formal notice

18. Third-Party Services and Platform

The Service may rely on or integrate with third-party platforms, infrastructure providers, and service providers, including but not limited to authentication providers, cloud infrastructure, and customer relationship management systems.

Such third-party services are not operated or controlled by the EOR Provider. While the EOR Provider selects providers based on reasonable due diligence, it does not guarantee the availability, performance, or security of such third-party services.

The Customer acknowledges that use of the Service may involve interaction with such third-party services and agrees that the EOR Provider shall not be liable for any unavailability, errors, or data processing practices attributable to such third-party services, except as required by applicable law.

19. Contact

Questions about these Terms can be directed via the contact page at https://www.cgpgroup.com/contact or by email to:

CGP Terms of Use: terms@cgpgroup.com