Terms and Conditions
Last Updated: 01/11/2024
These Terms and Conditions (“Terms”) govern the use of services provided by Hyplate (“we”, “our”, “us”) and apply to all users (“Client” or “you”) who access or use our data annotation services, website, or any related offerings.
By engaging with us or using our services, you agree to these Terms. If you do not agree to these Terms, please do not use our services.
1. Definitions
- Services: The data annotation services provided by Hyplate, including but not limited to text annotation, image/video annotation, entity recognition, transcription, data labeling, and related services.
- Client: The individual or organisation that contracts us for data annotation services.
- Confidential Information: Any data, materials, or information disclosed by either party during the term of the agreement, including business information, data sets, intellectual property, and personal data.
- Agreement: The contract or agreement entered into between Hyplate and the Client, which incorporates these Terms.
2. Services Provided
We provide data annotation services for various industries and applications, including machine learning, AI training, and data enrichment. The specific scope, nature, and deliverables of services will be outlined in individual project agreements, proposals, or purchase orders.
3. Client Responsibilities
- Provision of Data: The Client must provide the data to be annotated in a format and manner that is clear, accurate, and compliant with applicable laws and regulations, including data protection laws.
- Accuracy of Data: The Client is responsible for ensuring that the data provided is accurate and does not contain errors or misleading information.
- Compliance with Laws: The Client must ensure that all data shared with us complies with relevant data protection regulations, including the UK General Data Protection Regulation (UK GDPR), Data Protection Act 2018, and any other applicable laws.
- Instructions: The Client is responsible for providing clear instructions regarding the requirements of data annotation tasks.
4. Data Protection and Confidentiality
- Data Security: We take the security of your data seriously and will implement appropriate technical and organisational measures to protect it. Our data annotation services are designed to meet the highest security standards.
- Data Processing Agreement: In cases where we process personal data on behalf of the Client, we will enter into a Data Processing Agreement (DPA) to outline the terms of processing, including the security measures and safeguards in place.
- Confidentiality: Both parties agree to keep confidential any sensitive information, including but not limited to proprietary data, client business information, and personal data. Confidentiality obligations will survive the termination of this Agreement.
5. Intellectual Property
- Ownership of Data: The Client retains ownership of all data provided to us for annotation, including any modifications, enhancements, or derivative works based on the Client’s data.
- Ownership of Annotated Data: Upon payment for services, the Client owns the annotated data, and we grant a non-exclusive, transferable license to use, distribute, and modify the annotated data.
- Intellectual Property in Services: We retain ownership of any proprietary tools, methodologies, algorithms, and software used to provide the annotation services, except where explicitly transferred to the Client under a separate agreement.
6. Fees and Payment
- Pricing: The fees for our services will be agreed upon in advance through a project proposal, purchase order, or contract. Fees may be based on factors such as the volume of data, complexity of annotation tasks, and turnaround time.
- Payment Terms: Unless otherwise specified, invoices are due within 16 days from the invoice date. Payments should be made via the payment method specified in the invoice.
- Late Payments: If the Client fails to make payment within the agreed period, we may charge interest on overdue amounts at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998, and suspend or terminate services.
7. Timeline and Delivery
- Completion Time: We will provide estimated timelines for the completion of data annotation projects. These timelines are subject to change based on the scope of the project and other factors.
- Delivery: Annotated data will be delivered to the Client through the agreed-upon method or platform. Delivery dates are estimates and we will make reasonable efforts to meet them, but we are not liable for delays caused by unforeseen circumstances.
8. Changes to the Scope of Services
Any changes to the scope, format, or volume of data to be annotated, or any additional services requested, may result in adjustments to the fees and timelines. The Client will be notified of any such changes, and both parties will agree to the modifications in writing.
9. Liability and Disclaimers
- Limitation of Liability: Our liability to the Client under these Terms will be limited to the total amount paid by the Client for the specific service in question. We will not be liable for any indirect, special, or consequential damages, including lost profits or data loss.
- No Warranty: While we take care to ensure the accuracy and quality of our annotation services, we do not warrant that the annotated data will meet specific performance expectations or that it will be error-free.
10. Termination
- Termination by Client: The Client may terminate the agreement by providing written notice 21 days in advance. Any fees due up until the termination date will still be payable.
- Termination by Us: We may terminate the agreement if the Client fails to meet payment obligations, breaches these Terms, or engages in unlawful or unethical conduct.
- Consequences of Termination: Upon termination, all outstanding fees must be paid, and both parties must return or destroy any confidential information belonging to the other party.
11. Force Majeure
We will not be held liable for any delay or failure in the performance of our services caused by events beyond our reasonable control, including but not limited to natural disasters, war, strikes, cyber-attacks, or other events of force majeure.
12. Dispute Resolution
Any disputes or claims arising out of or in connection with this Agreement will be resolved through negotiation between the parties. If the dispute cannot be resolved through negotiation, the matter may be referred to mediation or arbitration as agreed by the parties, or in accordance with UK law.
13. Governing Law
These Terms and any contract entered into with the Client will be governed by and construed in accordance with the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
14. Amendments
We may amend or update these Terms at any time. Any changes will be communicated to the Client, and the revised Terms will apply to all future engagements.
15. Contact Us
For any questions or concerns regarding these Terms and Conditions, please contact us at:
Hyplate
Talieisn Court, Cardiff Bay. Waless
Email: info@hyplate.io
16. Entire Agreement
These Terms, along with any signed agreements, proposals, or contracts, constitute the entire agreement between the parties regarding the subject matter and supersede any prior agreements, understandings, or representations.
Acknowledgment
By using our services or engaging in a contract with us, the Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.