Effective Date: November 2025
Version: 1.0
1. Definitions
- Client – Any organization or individual that engages Ng’ara Data Ltd for Services.
- Deliverables – Annotated datasets, reports, or outputs produced by Ng’ara Data as part of the Services.
- Confidential Information – Any non-public, business, or technical information disclosed in written, oral, or electronic form.
- Personal Data – Any information relating to an identified or identifiable individual as defined under applicable Data Protection Laws.
- Services – The professional data annotation, labeling, quality assurance, and AI dataset preparation solutions provided by Ng’ara Data Ltd.
2. Eligibility and Authorized Use
You may use our Services only if you are legally capable of entering into binding contracts under applicable law. You agree to use the Services solely for lawful business purposes and in accordance with these Terms.
You may not:
- Attempt to gain unauthorized access to data, systems, or networks.
- Reverse-engineer, reproduce, or resell our proprietary tools or deliverables without written consent.
- Upload unlawful, offensive, or infringing materials to any platform managed by Ng’ara Data.
3. Service Engagements
Each client engagement is governed by a Master Service Agreement (MSA), Statement of Work (SOW), or other formal contract. If any conflict arises between a signed contract and these Terms, the terms of the signed contract will prevail.
4. Intellectual Property
- Client Data Ownership: All data, images, text, or proprietary content provided by the Client remain the Client’s exclusive property.
- Deliverables: Upon full payment, annotated datasets and derived outputs are transferred to the Client unless otherwise agreed in writing.
- Ng’ara Data IP: Proprietary processes, scripts, and technology remain the intellectual property of Ng’ara Data Ltd.
5. Confidentiality
Both parties agree to maintain strict confidentiality over all non-public, business, and technical information shared under this agreement.
Confidentiality obligations remain in effect even after the termination of any project or contract.
6. Data Protection and Security
Ng’ara Data is fully committed to maintaining world-class data privacy and security standards and complies with:
- The Kenya Data Protection Act (2019)
- The EU General Data Protection Regulation (GDPR)
- Other applicable international privacy frameworks
Clients act as Data Controllers, and Ng’ara Data serves as the Data Processor, processing data strictly in accordance with the Client’s written instructions and our Data Processing Addendum (DPA).
6.1 Data Retention and Deletion
Ng’ara Data shall retain Client Data only for the duration necessary to perform the Services or as required by law. Upon completion or termination, all Client Data will be securely deleted or returned within 30 days, unless otherwise instructed in writing.
7. Payment and Invoicing
- All fees are exclusive of applicable taxes and payable within 30 days of invoice unless otherwise specified.
- Late payments may accrue interest at 1.5% per month or the maximum permitted by law.
- Deliverables remain the property of Ng’ara Data until full payment is received.
- All invoices are issued in USD unless otherwise agreed, and payments shall be made via electronic bank transfer or another approved method.
8. Warranties and Disclaimers
Ng’ara Data performs all Services with professional skill, care, and adherence to industry standards.
Except as expressly stated, Services are provided “as is” and “as available.”
Ng’ara Data makes no warranties, express or implied, regarding accuracy, completeness, or fitness for a particular purpose.
We do not guarantee that Services or outputs will be error-free or suitable for use cases beyond the agreed specifications.
9. Limitation of Liability
To the fullest extent permitted by law:
- Ng’ara Data’s total cumulative liability for any claim shall not exceed the total amount paid by the Client for Services in the 12 months preceding the claim.
- Ng’ara Data shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profit or data.
- Nothing limits liability for fraud, willful misconduct, or death/personal injury caused by negligence.
10. Indemnification
10.1 By Ng’ara Data
Ng’ara Data shall indemnify and hold harmless the Client from any losses arising from third-party claims alleging:
- Intellectual property infringement by Ng’ara Data’s Deliverables;
- Negligence or willful misconduct by Ng’ara Data.
If a Deliverable is found to infringe, Ng’ara Data may:
(a) obtain the right for continued use;
(b) modify or replace it with a non-infringing alternative; or
(c) terminate the affected Service and refund on a pro-rata basis.
10.2 By the Client
The Client shall indemnify Ng’ara Data against claims arising from:
- Breach of law or these Terms;
- Client-supplied data causing infringement or privacy violations;
- Damage caused by Client negligence or misuse of Deliverables.
10.3 Indemnification Procedure
Each party’s obligations are subject to:
- Prompt written notice of any claim;
- Reasonable cooperation; and
- The indemnifying party retaining control of defense and settlement.
10.4 Sole Remedy
These indemnity provisions constitute the exclusive remedies for third-party claims.
11. Termination
Either party may terminate a service engagement with 30 days’ written notice.
Ng’ara Data may suspend or terminate access if the Client breaches these Terms.
Upon termination, all payments become due immediately, and Client data will be deleted or returned as per the DPA.
12. Force Majeure
Ng’ara Data shall not be liable for delays or failure to perform obligations due to events beyond reasonable control, including natural disasters, war, cyberattacks, labor disputes, or network outages.
13. Changes to These Terms
We may update these Terms periodically to reflect legal, operational, or technological developments.
Updated versions take effect upon publication. Continued use of Services constitutes acceptance.
14. Governing Law and Jurisdiction
These Terms are governed by the laws of the Republic of Kenya, with reference to relevant international commercial and data protection standards.
Any disputes shall be resolved before the High Court of Kenya or another competent forum agreed by both parties.
14A. Notices
All legal notices shall be sent by email to legal@ngaradata.com and to the Client’s designated contact.
Notices are deemed received on the next business day after transmission.
15. Contact Information
For legal or compliance matters:
Ng’ara Data Ltd – Legal & Compliance Office
privacy@ngaradata.com
Thika, Kiambu County, Kenya
16. Entire Agreement
These Terms, together with any applicable Master Service Agreement (MSA), Statement of Work (SOW), Privacy Policy, and Data Processing Addendum (DPA), constitute the entire agreement between the parties and supersede all prior understandings.