This document constitutes a public offer (the "Offer") made by Steldia Services Limited, a company incorporated under the laws of the Republic of Cyprus (the "Company"), addressed to any natural person who wishes to register on the Platform and perform data annotation and/or data collection tasks made available by the Company (the "Contributor").
By completing registration of an account, and/or by selecting the box or button indicating acceptance of these terms, and/or by commencing performance of any Task, the person unconditionally accepts this Offer in full, and a binding agreement is concluded between the Company and the Contributor on the terms set out below (the "Agreement"). A person who does not agree to these terms must not register on the Platform and must not perform any Task.
1.1. This Agreement governs the relationship between the Company and each Contributor in connection with the performance of data annotation tasks and data collection tasks made available by the Company.
1.2. This Agreement is a public offer and is published on the Platform. It may be accepted by any natural person who satisfies the eligibility criteria set out in Section 3, by the means described in clause 3.2.
1.3. The Company may make all or part of the Platform, any Project or any Task available only to Contributors who satisfy additional criteria specified in the relevant Project Specification.
1.4. The Company does not guarantee the availability of any Task, any minimum volume of work, or any minimum level of Remuneration to any Contributor.
1.5. Headings are for convenience only and do not affect interpretation. The words "including" and "in particular" are without limitation. References to "Sections" and "clauses" are to sections and clauses of this Agreement.
2.1. In this Agreement, the following terms have the following meanings:
2.2. "Account" - the personal account registered by the Contributor on the Platform.
2.3. "Annotation Task" - a Task that consists of labelling, tagging, classification, transcription, moderation, validation, ranking, segmentation or other processing of Input Data provided or made accessible by the Company.
2.4. "Collected Data" - any data, materials, recordings, images, audio, video, text or other content created, recorded or submitted by the Contributor in the course of a Data Collection Task.
2.5. "Company" - Steldia Services Limited, a legal entity duly established, registered and existing under valid laws of Cyprus, company number HE 377529, located at: Gr. Xenopoulou 17, 3106 Limassol, Cyprus.
2.6. "Confidential Information" - has the meaning given in clause 9.1.
2.7. "Contributor" - the natural person who has accepted this Offer in accordance with Section 3.
2.8. "Controller", "Processor", "Processing", "Personal Data", "Data Subject", "personal data breach" - have the meanings given to them in applicable data protection law.
2.9. "Data Collection Task" - a Task that consists of the creation, recording or submission by the Contributor of data relating solely to the Contributor themselves, including the Contributor's own voice, image, likeness, handwriting, photographs or device data, in accordance with a Project Specification.
2.10. "GDPR" - the General Data Protection Regulation, together with any applicable national implementing, supplementary or successor data protection legislation.
2.11. "Input Data" - any data, materials or content provided or made accessible by the Company to the Contributor for the purpose of performing an Annotation Task.
2.12. "Party" / "Parties" - the Company and/or the Contributor, as the context requires.
2.13. "Platform" - the website(s), application(s) and other online tools operated by or on behalf of the Company through which Tasks are made available.
2.14. "Privacy Notice" - the privacy notice published by the Company on the Platform, as amended from time to time.
2.15. "Project" - a set of Tasks grouped by the Company under a common Project Specification.
2.16. "Project Specification" - the instructions, requirements, quality standards, remuneration terms, data handling rules and other conditions published or otherwise communicated by the Company for a specific Project or Task.
2.17. "Remuneration" - the amounts payable to the Contributor for accepted Work Product, determined in accordance with the applicable Project Specification.
2.18. "Special Categories of Data" - personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and genetic data, biometric data processed for the purpose of uniquely identifying a natural person, data concerning health, and data concerning a natural person's sex life or sexual orientation.
2.19. "Task" - a discrete unit of work made available on the Platform, being either an Annotation Task or a Data Collection Task.
2.20. "Work Product" - all annotation results, Collected Data, outputs, deliverables and any other materials produced or submitted by the Contributor in the course of performing Tasks.
3.1. The Contributor must be a natural person who is at least 18 years of age and has full legal capacity to enter into binding contracts under the law applicable to them.
3.2. The Contributor accepts this Offer by any of the following, whichever occurs first: (a) completing registration of an Account; (b) selecting the box or button indicating acceptance of this Agreement; or (c) commencing performance of any Task.
3.3. By accepting this Offer the Contributor represents and warrants that: (a) all information provided on registration is true, accurate and complete and will be kept current; (b) they satisfy the eligibility criteria; (c) they are not located in, resident in, or acting on behalf of any person located in, a country or territory subject to comprehensive trade sanctions or embargoes, and are not a person with whom dealings are prohibited or restricted under applicable sanctions laws; and (d) they have read and understood this Agreement and the Privacy Notice.
3.4. The Company may refuse registration, and may decline to make Tasks available, at its discretion, including where eligibility cannot be verified.
3.5. This Agreement is concluded electronically. The Contributor agrees that electronic records of acceptance, including registration logs, acceptance time stamps and version identifiers, constitute valid and sufficient evidence of the conclusion of the Agreement and of the version accepted.
4.1. Subject to this Agreement, the Company makes Tasks available on the Platform, and the Contributor may elect to perform Tasks in accordance with the applicable Project Specification, in exchange for the Remuneration.
4.2. The Contributor performs Tasks as an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture or fiduciary relationship between the Parties. The Contributor is not entitled to any employment benefit, paid leave, social guarantee or similar entitlement from the Company.
4.3. The Contributor is free to accept or decline any Task and determines their own working time, place and methods, subject to the requirements of each Project Specification. The Company does not supervise the Contributor as an employer and does not guarantee any continuity or volume of Tasks.
4.4. The Contributor is solely responsible for: (a) all taxes, social security contributions, duties and similar charges arising from the Remuneration in any jurisdiction; (b) any registration, licensing or reporting obligations applicable to the Contributor's activity; and (c) the equipment, software, premises and connectivity required to perform Tasks.
4.5. The Contributor shall not represent themselves as an employee, agent or representative of the Company, and has no authority to assume any obligation on behalf of, or otherwise bind, the Company.
5.1. The Contributor may register and hold only one Account, unless the Company expressly permits otherwise in writing.
5.2. The Contributor is responsible for maintaining the confidentiality of the Account credentials and for all activity carried out under the Account.
5.3. The Contributor shall keep all registration, identity and payment information accurate and up to date.
5.4. The Contributor shall not sell, transfer, lend or share the Account, perform Tasks on behalf of another person, or permit any other person to perform Tasks using the Account.
5.5. The Company may verify the Contributor's identity and eligibility, including through third-party verification providers, and may suspend access to the Account pending verification.
6.1. The Contributor shall perform each Task personally, in good faith, and strictly in accordance with the applicable Project Specification, the instructions provided by the Company, and the quality standards communicated to the Contributor.
6.2. Each Project Specification forms part of this Agreement in respect of the Tasks to which it relates. In the event of conflict between a Project Specification and the general terms of this Agreement, the general terms prevail, except in respect of remuneration terms, quality standards and data handling rules specific to the Project, where the Project Specification prevails.
6.3. The Company may review, accept, reject or require the rework of any Work Product. Work Product that does not meet the applicable instructions or quality standards may be rejected, in whole or in part, at the Company's reasonable discretion.
6.4. The Contributor shall not use automated means, bots, scripts, scraping tools, or any third party to perform Tasks, and shall not submit machine-generated output as the Contributor's own work, unless expressly permitted by the Project Specification.
6.5. The Contributor shall not subcontract or delegate the performance of any Task.
7.1. Remuneration for each Task is determined by the applicable Project Specification and may be calculated on a per-task, per-unit, per-item, time-based, productivity-based or other basis as the Company specifies. Remuneration rates may differ between Projects and Tasks and may be amended by the Company in respect of future Tasks.
7.2. Remuneration is payable only for Work Product that is accepted by the Company in accordance with clause 6.3. No Remuneration is payable for Work Product that is rejected, incomplete, duplicated, fraudulent, or produced in breach of this Agreement.
7.3. Payments are made through the payment methods made available on the Platform and are subject to any minimum payout threshold, payment schedule, currency, identity-verification and processing conditions published by the Company.
7.4. The Contributor is responsible for any fees charged by payment service providers and for providing accurate payment details. The Company is not liable for any payment delayed, withheld or misdirected as a result of inaccurate or incomplete details provided by the Contributor.
7.5. All Remuneration is stated gross of any taxes and contributions. The Contributor is solely responsible for the declaration and payment of all taxes, social security contributions and similar charges. Where the Company is required by applicable law to withhold or deduct any amount, it may do so and remit it to the competent authority.
7.6. The Company may withhold, set off, reverse, suspend or recover any payment, including amounts already paid, where it reasonably determines that the relevant Work Product was fraudulent, of unacceptable quality, duplicated, produced in breach of this Agreement, or that payment was procured by fraud, manipulation or error.
7.7. The Contributor shall notify the Company of any alleged payment discrepancy within thirty (30) days of the relevant payment or statement; failing which the relevant payment is deemed correct and accepted by the Contributor.
8.1. As between the Parties, the Company owns all right, title and interest, including all intellectual property rights, in and to the Platform, the Input Data, the Project Specifications and all Work Product.
8.2. The Contributor hereby irrevocably and unconditionally assigns to the Company, with full title guarantee and on an exclusive, worldwide and perpetual basis, all intellectual property rights and all other rights in and to the Work Product, effective upon creation, including the right to reproduce, modify, adapt, translate, create derivative works from, publish, distribute, sublicense, commercialise and otherwise use the Work Product for any purpose, including the development, training, validation, benchmarking and improvement of artificial intelligence and machine learning systems and datasets.
8.3. To the extent that any right in the Work Product cannot be assigned under applicable law, the Contributor grants the Company an exclusive, worldwide, perpetual, irrevocable, transferable and sublicensable licence to exercise that right for the purposes set out in clause 8.2, for no consideration beyond the Remuneration.
8.4. The Contributor waives, to the fullest extent permitted by applicable law, all moral rights and similar rights in the Work Product, and undertakes not to assert any such right against the Company or its successors, licensees or assigns.
8.5. In respect of Data Collection Tasks, where the Collected Data includes the Contributor's voice, image, likeness or other attributes of personality, the Contributor grants the Company an exclusive, worldwide, perpetual, irrevocable, transferable and sublicensable right to use, reproduce, modify, distribute and otherwise exploit such voice, image, likeness and attributes for the purposes set out in clause 8.2. This grant of personality rights is contractual in nature and is separate from, and additional to, any consent given for the processing of personal data under Section 10.
8.6. The Contributor shall, at the Company's request and cost, execute any further documents and perform any further acts reasonably necessary to perfect, record or evidence the Company's rights under this Section.
9.1. "Confidential Information" means all non-public information disclosed or made accessible to the Contributor in connection with the Platform, the Projects, the Tasks and the Input Data, including Project Specifications, instructions, datasets, quality-control mechanisms, and the existence and content of any Project.
9.2. The Contributor shall: (a) keep all Confidential Information strictly confidential; (b) use it solely to perform Tasks; (c) not disclose it to any third party; and (d) not copy, store, retain, publish or transmit Input Data or other Confidential Information except as strictly necessary to perform a Task and as permitted by the Project Specification
9.3. The Contributor shall not retain any copy of Input Data after completion of the relevant Task, and shall delete or return all Input Data and other Confidential Information upon completion of the Task or on the Company's request.
9.4. The Contributor shall implement reasonable technical and organisational measures to protect Input Data and Confidential Information against unauthorised access, loss, alteration or disclosure, and shall perform Tasks on secure devices under the Contributor's sole control.
9.5. The obligations in this Section survive termination of this Agreement.
10.1. General. The Parties shall comply with applicable data protection law in connection with this Agreement. This Section distinguishes between (a) the processing of the Contributor's own personal data by the Company; (b) the processing of personal data that may be contained in Input Data during Annotation Tasks; and (c) the processing of the Contributor's personal data in Data Collection Tasks.
Part A - The Contributor's personal data
10.2. The Company acts as Controller of the personal data of the Contributor that it processes in order to operate the Platform, administer the Account, allocate and review Tasks, calculate and make payments, verify identity, prevent fraud, comply with its legal obligations, and establish, exercise or defend legal claims.
10.3. The legal bases for such processing are the performance of this Agreement, compliance with the Company's legal obligations, and the Company's legitimate interests in operating and securing the Platform and preventing fraud and abuse.
10.4. The categories of personal data processed, the recipients, the retention periods, the international transfers and the Contributor's rights as a Data Subject are described in the Privacy Notice, which forms part of this Agreement.
10.5. Because Contributors may be located in any country, the Contributor's personal data may be transferred internationally. Where required, the Company applies appropriate safeguards for such transfers in accordance with applicable data protection law.
Part B - Personal data contained in Input Data (Annotation Tasks)
10.6. Input Data provided for Annotation Tasks may contain personal data. In respect of such personal data, the Company (whether on its own behalf or on behalf of its clients) determines the purposes and means of the processing, and the Contributor processes such personal data exclusively as a person acting under the authority and on the documented instructions of the Company.
10.7. The Contributor shall, in respect of any personal data contained in Input Data: (a) process it solely to perform the relevant Task and strictly in accordance with the Company's instructions and the Project Specification; (b) not process it for any other purpose, and in particular not for the Contributor's own purposes; (c) not attempt to identify, re-identify, locate or contact any Data Subject; (d) not copy, store, retain, disclose, publish, transmit or transfer it, and not remove it from the Platform environment, except as strictly necessary to perform the Task and as permitted by the Project Specification; (e) apply appropriate confidentiality and security measures; (f) delete it and any derived copies upon completion of the Task or on the Company's request; and (g) notify the Company without undue delay on becoming aware of any actual or suspected personal data breach.
10.8. The Contributor acknowledges that the Contributor is not authorised to determine the purposes or means of processing of personal data contained in Input Data, and shall not act as an independent controller in respect of such data.
Part C - Data Collection Tasks (the Contributor's own data)
10.9. In a Data Collection Task the Contributor submits only personal data relating to the Contributor themselves. The Company acts as Controller of such personal data.
10.10. The Contributor represents and warrants that: (a) the Collected Data relates solely to the Contributor; (b) the Collected Data does not contain personal data of any other identifiable individual, unless the relevant Project Specification expressly permits this and the Contributor has obtained that individual's documented consent in accordance with applicable law; and (c) the Contributor is entitled to submit the Collected Data and to grant the rights set out in clause 8.5.
10.11. The legal basis for the Company's processing of the Collected Data is the performance of this Agreement and, where applicable and separately obtained, the Contributor's consent. Where the Collected Data includes Special Categories of Data, including biometric data, the Company relies on the Contributor's explicit consent, obtained separately at the point of collection.
10.12. The purposes of processing the Collected Data include the creation, curation and supply of datasets and the development, training, validation, benchmarking and improvement of artificial intelligence and machine learning systems, including the supply of such datasets to the Company's clients.
10.13. The Contributor may withdraw consent at any time, as easily as it was given, by the means indicated on the Platform. Withdrawal of consent does not affect the lawfulness of processing carried out before the withdrawal. The Contributor acknowledges that, following withdrawal, the Company may be unable to retrieve, isolate, alter or delete Collected Data that has already been incorporated into a dataset, delivered to a client, or used to train or develop a model, and that the Company may continue to process such already-incorporated data where it has a separate lawful basis for doing so.
10.14. The Contributor's rights as a Data Subject in respect of the Collected Data, and the applicable retention periods, are described in the Privacy Notice.
11.1. The Contributor warrants and undertakes that they will: (a) comply with this Agreement, each Project Specification and all applicable laws; (b) provide accurate information; (c) perform Tasks personally and in good faith; and (d) not engage in any conduct prohibited by clause 11.2.
11.2. The Contributor shall not: (a) hold or use more than one Account, or perform Tasks through another person's Account; (b) submit false, fabricated, plagiarised, machine-generated or low-quality Work Product, or manipulate quality or productivity metrics; (c) submit Input Data, third-party materials, or any personal data of third parties in breach of this Agreement; (d) use the Platform, Input Data or Work Product for any purpose other than performing Tasks; (e) circumvent, disable, probe or interfere with the Platform or its security or quality-control mechanisms; (f) engage in fraud, misrepresentation or any unlawful activity; or (g) submit content that is unlawful, infringing or defamatory, or that the Contributor is not entitled to submit.
11.3. A breach of this Section is a material breach of this Agreement, entitling the Company to reject Work Product, withhold or recover Remuneration, suspend or terminate the Account, and recover any resulting loss.
12.1. Either Party may terminate this Agreement at any time by closing the Account or by giving notice through the Platform.
12.2. The Company may suspend or terminate the Agreement, the Account, or access to any Project or Task with immediate effect where the Contributor breaches this Agreement, where required by law, or where the Company reasonably suspects fraud, abuse or a security risk.
12.3. On termination: (a) the Contributor shall cease performing Tasks and shall delete or return all Input Data and Confidential Information; (b) Work Product already accepted by the Company remains owned by the Company; and (c) Remuneration accrued for accepted Work Product remains payable, subject to clause 7.6 and any applicable payout threshold, save that no Remuneration is payable in respect of Tasks affected by the Contributor's fraud or material breach.
12.4. Sections 8, 9, 10, 13, 15 and 16, and any other provision which by its nature is intended to survive, survive termination of this Agreement.
13.1. The Platform and the Tasks are made available on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, the Company excludes all warranties, conditions and representations not expressly set out in this Agreement.
13.2. To the fullest extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, special, consequential or punitive loss, or for any loss of profit, revenue, data, goodwill or opportunity.
13.3. To the fullest extent permitted by applicable law, the Company's total aggregate liability to the Contributor arising out of or in connection with this Agreement shall not exceed the total Remuneration paid to the Contributor in the three (3) months immediately preceding the event giving rise to the liability.
13.4. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law.
13.5. The Contributor shall indemnify and hold the Company harmless against all losses, damages, liabilities, costs and expenses arising out of or in connection with: (a) the Contributor's breach of this Agreement; (b) any claim that the Work Product or Collected Data infringes the rights of any third party or was submitted without all necessary rights, licences or consents; or (c) the Contributor's breach of applicable law, including data protection law.
14.1. The Company may amend this Agreement and any Project Specification at any time by publishing the amended version on the Platform.
14.2. An amendment takes effect on publication or on the date stated in it. The Contributor's continued use of the Platform or performance of Tasks after the effective date constitutes acceptance of the amended Agreement. A Contributor who does not agree to an amendment must cease using the Platform and may terminate this Agreement under clause 12.1.
14.3. The version of this Agreement applicable to a given Task is the version in force at the time the Task is performed.
15.1. This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by and construed in accordance with the laws of the Republic of Cyprus.
15.2. The courts of the Republic of Cyprus have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement, without prejudice to any mandatory right the Contributor may have, under the law of their country of habitual residence, to bring proceedings in, or to rely on the mandatory protections of, that country.
15.3. Before commencing proceedings, the Parties shall attempt in good faith to resolve any dispute amicably.
16.1. Entire agreement. This Agreement, together with the applicable Project Specifications and the Privacy Notice, constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior arrangements.
16.2. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be deemed replaced by a valid provision that most closely reflects its original intent.
16.3. No waiver No failure or delay by the Company in exercising any right constitutes a waiver of that right.
16.4. Assignment. The Company may assign, novate or transfer its rights and obligations under this Agreement, including in connection with a merger, acquisition or sale of assets. The Contributor may not assign or transfer this Agreement without the Company's prior written consent.
16.5. Force majeure. The Company is not liable for any failure or delay in performance caused by events beyond its reasonable control.
16.6. Notices. The Company may give notices through the Platform or to the contact details associated with the Account. The Contributor consents to receiving communications and notices electronically.
16.7. Language. This Agreement is concluded in the English language, which is the governing language for all purposes. Any translation is provided for convenience only, and the English version prevails in the event of any discrepancy.