Effective as of February 1, 2023

BETWEEN:

The “Buyer” or the “Client”

And

GAMAED, d/b/a People for AI, SAS with a capital of 55 000 EUR, located at 1 Allée André Guillot – 78160 MARLY LE ROI – FRANCE, registered under the SIREN number 890 527 898 ; represented by Mr. Mathieu WARNIER, acting as President, hereinafter referred to as “People for AI” or the “Company” or the “Service Provider”

People for AI and the Buyer are collectively referred to as the “Parties” and individually as the “Party”.

Purpose and Scope

This Main Service Agreement (hereinafter referred to as “MSA”), aim to define the rights and obligations of the parties in the context of the sale of services (and products, where applicable) offered by the Company.

The MSA applies to all sales concluded, regardless of the recipient countries.

They are systematically made available to the buyer before accepting their order. They are an integral part of the writings (contracts, quotes, etc.) engaging the Company as well as the buyer in a commercial relationship.

The Company reserves the right to modify its MSA at any time. In the event of a modification, the MSA in force on the day the order is placed will apply to each order. The Client may be notified by electronic means (email, etc.) to accept or reject the updated MSA.

Any acceptance of a quote including the mention where the Client acknowledges having read the MSA and acknowledges accepting them implies the buyer’s unconditional adherence to this MSA.

The general terms and conditions of sale described below detail the rights and obligations of the Company and the Client in the context of the sale of the following services:

• Data labeling (also known as “data annotation”, “data tagging”, without this list being exhaustive).
• Data entry (also known as “data cleansing”, “data cleaning”, “data curation”, without this list being exhaustive)
• Data labeling project management or data entry project management.
• Subcontracting to a third party the above activities.
• Any other related service or product allowing the proper execution of the above services.
• Any other service or product sold by the Company and purchased by the Client.

Means-based invoicing

Offers only mentioning a number of hours are considered as best effort obligations for the annotation project and cannot be considered as a commitment to results, unless otherwise specified and explicitly stated in the offer.

The Company agrees to do its best to inform the Client as early as possible and in writing of any possible excess hours on their annotation project. However, the Company cannot guarantee precise notification in all cases and the Client acknowledges that excess hours may occur due to numerous unforeseen factors such as changes in annotation instructions, longer than expected annotation times per asset, gradual changes in the data to be annotated (data drift), etc. In all cases, the hourly rate will remain the same as mentioned in the previously accepted offer.

In the event of exceeding the initially planned number of hours, a revision of the offer and associated final billing may be issued to take into account the additional costs.

Results-based invoicing

In the event that the annotation project is backed by an obligation to achieve results, and does not use the entire hourly annotation budget set out in the quotation, the Company will invoice 100% of the quotation accepted by the Buyer, and undertakes to convert the hours not used into an annotation credit.

Quotations written with an obligation to achieve results remain binding, provided that the test data is representative of the data supplied for the annotation project, and that the instructions (including quality goals) have not undergone any major modification leading to a change in the annotation time per data point, or to a change in the difficulty of annotation.

The buyer will be informed in writing of the remaining annotation budget based on their consumption. The number of remaining hours may be adjusted based on the complexity of future projects to be carried out for the Buyer (more complex projects requiring more management/reviewing and will result in fewer available annotation credit hours). The calculation, proportional to the hourly rates specified in the quote, can be requested from the Company at any time. This annotation credit can be used within 12 months, subject to personnel availability. This clause applies only to accepted quotes and accepted pro-forma invoices (in writing, in any form) by the client.

Sudden termination clause

Any unilateral and unannounced interruption by the client, whether it concerns the flow of provided data or access to data, may be charged if the client does not intend to resume the service. This clause does not apply if factors beyond the control of the client have led to a sudden termination of the annotation service. The billing represents 3 days of annotation multiplied by the current team working on the client’s annotation project.

Communication clause

Either party may disclose the fact of the engagement, so long as such disclosure is general in nature and does not disclose any Confidential Information.

Terms of payment

The terms of payment are indicated in the quotes and associated invoices. No discount will be granted for early payment.

Force Majeure

“Force Majeure” means any event or circumstance to the extent it is beyond the reasonable control of the relevant Party and render impossible the performance of the obligations provided under this Agreement and/or a SOW, including but not limited to act of God, war, insurrection, riot, civil commotion, act or threat of terrorism, strikes (excluding strikes of either Party’s employees), lockouts, slowdowns, prolonged shortage of energy supplies or any raw material, epidemics, pandemics, earthquake, fire, flood, storm or extreme weather condition, lightning and explosion, or other similar event or condition. [1] As the Services are delivered by Internet, Force Majeure also include political, local, national and global event or circumstance beyond the reasonable control of the relevant Party that affect the Internet network that leads to slowdowns or unavailabilities making the connection impossible and, therefore, the deliverance of the Services impossible.

Insurance

Service Provider will at its costs maintain necessary insurance policies in an amount corresponding to the risks and liabilities incumbent upon it under this Agreement and any relevant Statement of Work (SOW), and signed offer (Purchase Order, PO). Service Provider undertakes to maintain these insurances in force for the duration of the Agreement. 

GDPR

The Company is committed to an obligation of results regarding compliance with the GDPR. Relative documentation can be asked at any moment emailing the address: rgpd (a) peopleforai.com 

 Non-disclosure

The Company agrees to treat any confidential data or data designated as confidential with the same care as it would treat its confidential data of equal importance. Non-disclosure agreements (NDA) can be signed with the Client before any labeling project if needed.

 Ownership rights

Unless explicitly stated otherwise, the Company does not obtain any ownership rights to the data provided by the Client for annotation.

 Subcontracting

The Company declares that it works closely with the Malagasy companies Tanyah Consulting and Le Relais Madagascar to successfully carry out the annotation services. These companies adhere to the same confidentiality agreements, property rights, and respect for personal data (GDPR) as the Company, thanks to various agreements signed between the Company and the aforementioned companies.

 Client Obligation – Obligation to collaborate

The Client shall make available to the Service Provider all information that may contribute to the successful completion of the object of this Agreement. The Client undertakes to proactively communicate with the Company to ensure the completion of the project under the agreed conditions and to provide a prompt and effective answer to all requests for information and clarification from the Company. In the absence of effective communication and reasonable response times from the Client, the Client shall be aware that the achievement of annotation objectives (in terms of time/asset and final quality of annotation) may be called into question. To this end, the Client shall designate at least one privileged contact person to ensure dialogue during the various contracted Projects.

 Client Obligation – Transmission of the database

The Client shall provide the Service Provider with access to the databases to be labeled and the associated labeling instructions (hereinafter referred to as the “Data”) within a reasonable time frame, so that the Labeling projects can be carried out. The desired performance timeframes only begin once the Client has properly transmitted the Data, previously formatted in the data format agreed upon by the Parties.

 Company obligations – Quality Assurance

The Service Provider undertakes to maintain a quality assurance program for the service designated herein. This quality assurance program may take the form of verification of the annotation work, also known as reviewing. If quality targets have been set during the Exchanges, the Service Provider will make an initial delivery which will be subject to Client evaluation. If the quality of the Service rendered is below 90% of the quality metrics set and the Client requests it, the Service Provider undertakes to re-verify the annotations in order to achieve the requested quality levels without incurring any additional costs for the Client. This process may be repeated up to 2 times at no cost  as long as the above quality rate is not achieved.

 Compliance with labor laws

People for AI undertakes to comply with all local and international laws and regulations regarding labor law, including minimum standards for working conditions, wages, and working hours. People for AI also ensures that it does not tolerate any form of illegal, forced, or discriminatory labor.

 Client’s labeling tool

When the Client requires the Company to use a specific data annotation tool, the Client shall ensure the availability of the annotation tool and cover all costs related to its use (usage fees, connection fees, subscriptions, etc.), unless otherwise explicitly stated in quotes and invoices issued. The Company cannot be held responsible for delays, lag, downtime or quality issues solely caused by the annotation tool.

Miscellaneous provisions

This Main Service Agreement (“MSA”) establish a basis for commercial negociations. Any dispute relating to the formation, existence, validity, interpretation, and execution of this agreement that the Parties cannot resolve amicably shall be submitted to the Courts of Paris (“Tribunaux de Paris). This agreement is governed by French law. In the event that People for AI is acquired by another company, that company shall be obliged to fully respect this commitment.

If one or more provisions of these terms and conditions are held to be invalid or declared as such pursuant to a treaty, law, regulation, or decision of a competent court, the remaining provisions shall remain in full force and effect. The Parties shall then make any necessary modifications as soon as possible, while respecting the agreement of will existing at the time of the formation of the Contract to the extent possible. Any tolerance granted by one of the Parties with regard to the performance by the other of any of the obligations arising from these terms and conditions shall not be considered, regardless of its duration, as a waiver of its rights and as dispensing that other Party from fulfilling the relevant obligation(s) in the future in accordance with the terms and conditions of the Contract.