Terms of service: clear terms for teams who build serious AI.

1Agreement and eligibility

These Terms of Service ("Terms") govern your access to InitLabel's website, client portal and platforms, and our data labeling, AI training data, model evaluation and business-process outsourcing services (together, the "Services"). "InitLabel", "we", "us" and "our" refer to the InitLabel business operating this website. "Client", "you" and "your" refer to the individual or organisation requesting or using the Services.

You accept these Terms when you use our website, submit a project enquiry, create an account, approve a quotation, or sign a project document that refers to them. If you act on behalf of a company or other organisation, you confirm that you are authorised to bind it, and "you" then means that organisation.

Our Services are intended for businesses, research institutions, public bodies and professional users. You must be at least 18 years old and legally able to enter into a contract to use them. If you do not agree with these Terms, please don't use the relevant Services, and talk to us. We're glad to discuss reasonable adjustments in a signed agreement.

2Key definitions

Client Data

Images, video, audio, text, documents, sensor data, prompts, model outputs and any other materials you provide to us, or that we access on your behalf, for a project.

Deliverables

The project-specific outputs we produce for you, such as annotations, labels, transcripts, evaluations, cleansed datasets and reports, as described in the SOW.

Guidelines

The written annotation instructions, taxonomy or ontology, edge-case rules and examples agreed for a project.

SOW

A statement of work, accepted quotation, order form or similar project document signed or approved in writing by both parties.

Acceptance Criteria

The measurable quality standards a batch must meet, such as gold-set accuracy, inter-annotator agreement or schema validity.

Batch

A defined portion of a project delivered for review, as set out in the SOW or agreed during the project.

3Our services

InitLabel provides skilled, managed human-in-the-loop teams that turn raw data into reliable ground truth. Depending on your project, our Services may include:

• Computer vision: bounding boxes, polygons, semantic and instance segmentation, keypoints and pose estimation, object tracking and video annotation.
• 3D and sensor data: LiDAR and point-cloud labeling, cuboids, sensor-fusion annotation and mapping support.
• Language and audio: text classification, named-entity recognition, sentiment and intent labeling, transcription, translation review and speech annotation.
• Generative AI and LLMs: preference ranking, RLHF data, red-teaming support, response evaluation, prompt and response writing, and fact-checking.
• Data operations: data enrichment, cleansing, deduplication, document processing and content moderation.
• Business-process outsourcing: customer and call-centre support, finance and back-office processing, and content writing and SEO.

The precise deliverables, tools, volumes, milestones, quality measures and timelines for your project are set out in the SOW. Service descriptions, case studies, sample prices and estimates on our website are for information and are not binding offers unless a written quotation expressly says so.

To protect our clients, our people and the integrity of our work, we may decline a project where the scope, data, legal basis, safety profile or intended use is unclear or unsuitable. We'll always tell you why and, where possible, suggest a way forward.

4Quotes, pilots and SOWs

We make it easy to start small and scale with confidence. A typical engagement runs like this:

1. Discovery. You share your use case, sample data and goals. We review them under confidentiality and recommend an approach.
2. Quotation. We send a written quote covering pricing model, estimated volumes, turnaround and assumptions. Unless stated otherwise, quotes are valid for 30 days.
3. Pilot (optional). We label a sample batch so you can judge quality, speed and communication before committing to full volume. Pilot terms, including any fee, are agreed in writing.
4. SOW and onboarding. We sign the SOW and, where personal data is involved, a data-processing agreement. We then calibrate the team on your Guidelines.
5. Production. Work proceeds in batches with regular quality reporting and a named point of contact.

Pilot results show what we can achieve on that sample. Production quality depends on the final data, Guidelines and Acceptance Criteria agreed in the SOW.

5Scope and change control

Clear scope is what makes fast, accurate delivery possible. Before work begins, we'll agree with you on the dataset and unit definitions, taxonomy or ontology, Guidelines, source and delivery formats, tooling, volumes, milestones, service hours, Acceptance Criteria, gold-set method, review depth, rework rules and fees.

Projects evolve, and that's normal. If you want to change a material requirement, such as adding classes, changing Guidelines mid-batch, increasing complexity or shortening deadlines, we'll assess the impact and send a change request showing any effect on price and timeline. Changes take effect once both parties approve them in writing (email is fine). Work already completed under earlier Guidelines is billable as originally agreed.

Estimates and turnaround times are planning targets unless the SOW expressly makes them binding. Delays caused by late data, incomplete instructions, inaccessible systems, Guideline changes or late feedback may extend delivery dates, and we'll tell you promptly when that happens.

6Your responsibilities

The best results come from a close partnership. To help us deliver, you agree to provide accurate instructions, timely decisions and the access and permissions we need to process your materials.

You confirm that you have all rights, notices, consents, licences and other lawful grounds needed to provide Client Data to us and to instruct the processing you request. You must not send us highly sensitive or regulated data, such as health, biometric, financial, children's or government-classified data, without first telling us what it is, obtaining our written approval, and agreeing any required safeguards.

• Tell us about applicable laws, contractual restrictions, data-residency requirements and security standards before transferring data.
• Remove personal or confidential information that isn't needed for the task, and share only the minimum data required.
• Keep login credentials secure and use only approved transfer channels and project workspaces.
• Name a project contact who can answer questions about Guidelines and edge cases, ideally within one business day.
• Review Deliverables within the agreed review period and report defects with specific, reproducible examples.
• Pay invoices on time in line with the SOW.

7Our commitments

When you choose InitLabel, you get a dedicated, accountable team. For every project, we commit to:

• Perform the Services with reasonable skill, care and diligence, in line with the SOW and generally accepted industry practice.
• Train and calibrate annotators on your Guidelines before production, and recalibrate when Guidelines change.
• Give you a named project lead and regular progress and quality reporting.
• Raise ambiguities and edge cases early, rather than guessing.
• Bind everyone who touches your data to written confidentiality obligations.
• Tell you promptly about any risk to quality, timeline or data security.

8Quality assurance and acceptance

Quality is measured, not promised. We assess Deliverables against your written Guidelines and the Acceptance Criteria in the SOW, which may include gold-set accuracy, statistical sampling plans, inter-annotator agreement, schema validation, multi-stage review and defect categories.

Unless the SOW says otherwise, you have ten (10) business days after delivery of a Batch to review it and report defects in writing. A Batch is treated as accepted if you don't report defects within that period, or when you use it in production.

If a Batch fails an agreed threshold for reasons attributable to our work, we will review, correct or relabel the affected items at no additional cost and redeliver within a reasonable time agreed with you. Rework does not cover items affected by ambiguous or changed Guidelines, defects in source data, or requests outside the agreed scope. Those can be handled as a change request.

Because datasets and tasks differ, we don't guarantee a single accuracy percentage for every project. We do guarantee to meet the specific Acceptance Criteria we agree with you in writing, or to fix the work.

9Delivery and turnaround

We deliver in the formats agreed in the SOW, such as COCO, YOLO, Pascal VOC, JSON, CSV or your own schema, through the agreed channel or annotation platform. Turnaround depends on volume, complexity and the review depth you choose. We can scale teams up for deadlines and peak volumes where agreed in advance.

If we expect to miss an agreed milestone, we'll tell you as early as possible, explain the cause and propose a recovery plan. Service levels, credits or priority options apply only where set out in the SOW.

10Fees, invoicing and taxes

You agree to pay the fees in the accepted quotation or SOW. The SOW will set the billing model (per unit, per hour, per FTE, milestone-based or a combination), along with any deposit, invoice frequency, payment terms, currency and late-payment terms. Unless the SOW says otherwise, invoices are payable within thirty (30) days of the invoice date.

Prices exclude applicable taxes unless the quote states otherwise. Kenyan VAT and any other taxes required by law will be added and shown on the invoice, which will be issued in line with applicable requirements, including KRA eTIMS where relevant. Bank and transfer charges on your side are your responsibility.

If you dispute an invoice item, please raise it promptly and in reasonable detail so we can resolve it quickly. Undisputed amounts remain payable on the due date. If an undisputed invoice is overdue, we may pause work after giving you written notice, in line with the SOW and applicable law. We'll resume as soon as the account is up to date.

11Confidentiality

Your roadmap, models and data are competitive assets, and we treat them that way. Each party may receive non-public business, technical, operational or project information from the other ("Confidential Information"). Client Data is always your Confidential Information.

The receiving party will use Confidential Information only for the agreed purpose, protect it with at least reasonable safeguards, and share it only with personnel or approved service providers who need it for the project and are bound by written confidentiality obligations at least as protective as these.

Confidentiality doesn't apply to information that is or becomes public without breach, was lawfully known before disclosure without restriction, is independently developed without use of the other party's information, or is lawfully received from a third party without restriction. A party may disclose information when required by law or a competent authority, after giving the other party prompt notice where legally permitted.

These obligations continue after a project ends for as long as the information remains confidential, subject to any signed agreement. We are happy to sign your mutual NDA before you share any data with us.

12Data protection and security

Each party will comply with applicable data-protection and privacy laws, including the Kenya Data Protection Act, 2019 and its regulations, and, where relevant to your project, other laws such as the EU or UK GDPR. For each processing activity, the parties will document their roles as data controller, data processor or another applicable role.

Where we process personal data on your behalf, we will act only on your documented instructions and will sign a data-processing agreement covering confidentiality, security measures, subprocessors, assistance with data-subject requests, incident notification, international transfers, audits where appropriate, and return or deletion of data.

How we protect your data

We apply technical and organisational measures appropriate to the sensitivity of each project, which may include:

• Role-based access with least-privilege permissions and individual accounts.
• Signed confidentiality agreements and data-handling training for all personnel.
• Approved, access-controlled workspaces and encrypted transfer methods.
• Restrictions on downloading, copying or using personal devices for project data where required.
• Activity logging and prompt revocation of access when people leave a project.

Specific controls, certifications, dedicated or on-premise environments, and audit rights apply where confirmed in writing in the SOW. If we become aware of a security incident affecting your data, we will notify you without undue delay and work with you to contain and remediate it. No method of transmission or storage over the internet is completely secure, but we work hard to keep your data safe. See our Security and Privacy pages for more detail.

13Data retention and deletion

We keep Client Data only as long as needed to deliver the project and handle rework. Unless the SOW or data-processing agreement says otherwise, within thirty (30) days after final acceptance or termination we will return or securely delete Client Data and Deliverables in our possession, at your choice, and confirm deletion in writing on request.

We may retain limited copies where required by law, or in routine backups that are securely deleted on their normal cycle. Any retained data remains protected by these Terms.

14Intellectual property and ownership

You keep full ownership of your Client Data. Each party also keeps ownership of its pre-existing materials, software, tools, processes, templates and other intellectual property.

Once you have paid in full for them, you own the project-specific Deliverables, including all annotations and labels we create for you, or receive the rights stated in the SOW. You may use them for any lawful purpose, including training, fine-tuning, evaluating and commercialising your models. Until payment, you have a limited licence to evaluate the Deliverables.

We retain our general know-how, skills, methods, QA processes and tool improvements, as long as they don't disclose your Confidential Information or reproduce your Deliverables. You are responsible for ensuring that your source data, taxonomies, instructions and intended use don't infringe third-party rights or break the law. Separate terms may apply to open-source software, third-party tools and annotation platforms.

15Your data and AI tools

We will not use your Client Data or Deliverables to train, fine-tune or improve any machine-learning model for ourselves or for any other client, and we will not sell or share them with third parties, unless you expressly agree in writing.

To improve speed and consistency, we may use AI-assisted tooling such as pre-labeling, auto-segmentation or quality checks, always under human review. We'll tell you which tools we plan to use. If your project requires purely manual annotation, or prohibits sending data to particular third-party AI services, say so in the SOW and we will comply.

16Acceptable use

You must not use the Services to:

• Break the law or infringe another person's rights, including privacy and intellectual-property rights.
• Facilitate fraud, harassment, surveillance of individuals without a lawful basis, discrimination or other abuse.
• Create, process or distribute unlawful content, including child sexual abuse material, which we report to the relevant authorities.
• Develop weapons, or systems intended to cause serious physical harm.
• Submit data you aren't authorised to share.
• Attempt unauthorised access to our systems, disrupt them, or reverse engineer restricted tools.
• Use our name, brand or materials in a misleading way.

If work raises legal, ethical, safety or security concerns, we may ask for clarification, or refuse, pause or end that work. We'll explain our concerns and work with you on a solution wherever we can.

17Responsible workforce

The people behind your data matter. Our teams are employed or engaged on fair terms, paid for all work performed, and trained for the tasks they do. For projects involving distressing content, such as content moderation or red-teaming, we agree content expectations with you in advance and provide our team with exposure limits, rotation and wellbeing support. We ask that you tell us before sending content of this kind.

Ethically sourced data is better data: a supported, stable team means lower turnover, stronger domain expertise and more consistent labels for you.

18Personnel and subcontractors

We may assign trained employees or carefully vetted subcontractors to perform parts of the Services, provided they are bound by confidentiality and security obligations at least as protective as these Terms. Where you require named personnel, location restrictions, background checks or prior approval of subcontractors, we'll record those requirements in the SOW and follow them.

We remain fully responsible for the Services we have agreed to provide, including work done by our subcontractors.

19Accounts and website use

If we give you access to a client portal or project workspace, you are responsible for keeping your credentials secure, for activity under your accounts, and for removing access for users who no longer need it. Tell us immediately if you suspect unauthorised access.

You may use our website for lawful business purposes. Website content, including text, graphics, logos and design, belongs to InitLabel or its licensors and may not be copied or reused without permission, except for normal browsing and sharing links. We work to keep the website accurate and available, but it may occasionally be unavailable for maintenance, and content may change without notice. Links to third-party websites are provided for convenience; we are not responsible for their content.

20Third-party tools and platforms

We work in your preferred annotation platform or recommend one that fits your project. Where a project uses third-party software, cloud storage or annotation platforms, their own terms and privacy policies may apply. If you supply or choose the platform, you are responsible for your licence and its configuration. If we supply it, we'll disclose it in the SOW and manage access on your behalf.

21Warranties and disclaimers

Each party warrants that it has the authority to enter into these Terms and the SOW. We warrant that we will perform the Services with reasonable skill and care, in line with the SOW. Your remedy for a breach of this warranty is the rework process in section 8, or a refund of fees paid for the affected Deliverables if rework does not resolve it.

Apart from the commitments in these Terms and any signed SOW, and to the extent permitted by law, the website and Services are provided without other warranties, whether express or implied. Annotated data is one input to model performance, so we can't warrant that a model trained on our Deliverables will achieve a particular commercial result, benchmark score, regulatory outcome or production performance. You remain responsible for validating Deliverables for your intended use and for decisions about deployment, safety and compliance.

22Limitation of liability

To the extent permitted by law, neither party is liable to the other for indirect, incidental, special, exemplary or consequential loss, or for loss of profits, revenue, goodwill or anticipated savings, arising out of or in connection with the Services.

Except for liabilities that can't lawfully be limited, each party's total liability arising from a project is limited to the amount set out in the applicable SOW or master agreement. If no cap is agreed, each party's total liability is limited to the fees paid or payable for the Services giving rise to the claim in the twelve (12) months before the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any other liability that can't be excluded by law. A signed agreement may set different arrangements for confidentiality breaches, data-protection incidents and intellectual-property claims, and those arrangements will apply.

23Indemnification

Each party is responsible for third-party claims arising from its own breach of these Terms, unlawful conduct or infringement of third-party rights. In particular, you are responsible for claims arising from your lack of rights or authority to provide Client Data or instructions, and we are responsible for claims that our own tools or methods, as provided by us, infringe third-party intellectual property.

The party seeking protection must notify the other promptly, allow it reasonable control of the defence, and cooperate reasonably. Indemnities are subject to the liability limits in section 22, mandatory law, and any claim-handling procedure in a signed agreement.

24Suspension and termination

Either party may end a project under the notice and termination terms in the SOW. Unless the SOW says otherwise, either party may end a project for convenience with thirty (30) days' written notice.

A party may suspend or terminate affected Services if the other party commits a material breach that isn't fixed within fourteen (14) days of written notice. It may act immediately where needed to address a serious security risk, an unlawful instruction, prolonged non-payment, insolvency or a legal requirement.

On termination, you pay for Services performed and approved non-cancellable commitments incurred up to the termination date. We deliver all completed and paid-for work, and each party returns or deletes materials as required by section 13, the SOW and any data-processing agreement. Provisions intended to survive termination continue to apply, including payment obligations, confidentiality, data protection, intellectual property, liability, indemnities and dispute terms.

25Force majeure

Neither party is responsible for delays or failures caused by events beyond its reasonable control, such as natural disasters, epidemics, widespread power or internet outages, civil disturbance, war or government action. The affected party must notify the other as soon as practicable and take reasonable steps to limit the impact. We maintain business-continuity arrangements, including backup connectivity and power, to keep your project on track. This clause does not excuse payment for Services already delivered. If a force majeure event lasts more than thirty (30) days, either party may end the affected project with written notice.

26Non-solicitation

Our annotators and project leads are trained on your work and ours, and that investment is part of the value we deliver. During a project and for twelve (12) months afterwards, you agree not to directly solicit for employment any InitLabel personnel who worked on your project, without our prior written consent. General job advertisements not targeted at our team are not covered.

27Publicity and references

We are proud of the teams we work with, but we never name a client, use your logo, or publish a case study without your prior written permission. Likewise, you may not use our name or brand to suggest endorsement without our consent.

28Governing law and disputes

Unless a signed agreement says otherwise, these Terms are governed by the laws of Kenya. We believe most issues are best resolved by talking. If a dispute arises, the parties will first try in good faith to resolve it through their project contacts, then escalate to senior management within fourteen (14) days.

If the dispute remains unresolved after thirty (30) days, either party may refer it to mediation, to arbitration under a process agreed in writing, or to the competent courts of Kenya. Either party may seek urgent injunctive relief at any time to protect confidential information or intellectual property. Mandatory statutory rights are not affected.

29General provisions

• Order of precedence: a signed data-processing agreement prevails on data protection; otherwise a signed SOW or master agreement prevails over these Terms for that project.
• Entire agreement: these Terms and the applicable project documents form the whole agreement on their subject matter and replace earlier discussions on it.
• Independent parties: the parties are independent contractors. Nothing creates a partnership, joint venture or employment relationship.
• Assignment: neither party may transfer its rights or obligations without the other's written consent, which won't be unreasonably withheld, except to a successor in a merger or sale of the relevant business.
• Severability: if any provision is found unenforceable, the rest remains in effect.
• No waiver: not enforcing a right right away does not waive it.
• Notices: formal notices must be in writing and sent by email to the contacts named in the SOW, or to hello@initlabel.com.
• Electronic signatures: electronic approvals and signatures are valid and binding.

30Changes and contact

We may update these Terms from time to time to reflect new services, legal requirements or feedback from clients. We'll post the updated version here with a revised effective date and, for material changes, notify active clients by email. Changes do not alter the terms of an active project unless agreed under its SOW. Continuing to use our website after an update means the revised Terms apply to future website use, to the extent permitted by law.