The rules of the engagement.

These terms govern your access to and use of the Sloper website and the data services we provide. They're written to be read, not just signed — section by section, in plain English.

Effective: TBD  ·  Last updated: TBD  ·  Version: 0.1 (draft)

01Parties & agreement

This agreement is between Sloper Private Limited, an Indian private company ("Sloper", "we", "us"), and you — either as an individual or on behalf of the entity engaging Sloper ("Client", "you"). If you're acting on behalf of an entity, you confirm you have authority to bind it.

Where Sloper and Client have signed a Master Services Agreement (MSA), Statement of Work (SOW), or other written contract, that signed contract governs and these terms apply only to the extent they don't conflict.

02Scope

These terms cover:

• Use of the sloper.in website and any sub-pages, including form submissions and downloadable materials.
• The data services we provide — manual data entry, document digitization, data cleansing, enrichment, deduplication, normalization, attribute tagging, and similar work — to the extent not overridden by a signed SOW.

They don't cover open-source software we publish, third-party services we integrate with, or anything else explicitly carved out in writing.

03Accounts & eligibility

To engage us for a project, you must be a legal entity (or a sole trader acting in a business capacity) and at least 18 years old. You're responsible for keeping your contact email and any access credentials secure, and for the actions of authorised users on your team.

04The service

What we do

Sloper is a human-led data services company. Our keyers work in supervised environments under documented procedures. We may use automation and AI tools to support, but never to replace, human judgement on tasks that require it. The exact scope, deliverables, formats, and acceptance criteria for each engagement are set out in the SOW.

What we don't do

• We don't host your data long-term — we process it and return it.
• We don't sell, share, or use your data for any purpose except delivering your project.
• We don't use your project data to train models — yours or ours — without separate, explicit, written consent.

05Your data

Ownership. All data you provide to Sloper, and all output we produce from it, belongs to you. We claim no ownership.

Licence. You grant Sloper a limited, non-exclusive, non-transferable licence to access, store, and process the data for the sole purpose of delivering the service. The licence ends when the engagement ends.

Personal data. Where the data includes personal data (as defined under GDPR, UK GDPR, India's DPDP Act, or other applicable law), our Data Processing Agreement applies. Sloper acts as processor; you act as controller.

Return & deletion. On request or on termination, we will return all your data in the agreed format and securely delete our copies within 30 days, except where we're required by law to retain something (e.g., tax records).

06Fees & payment

• Fees are stated in the SOW. Indicative pricing on our website is just that — indicative.
• Invoices are issued monthly in arrears unless agreed otherwise. Payment terms are Net 30 from invoice date.
• Late payments accrue interest at [1.5%/month or applicable statutory rate — confirm] from the due date.
• Fees are exclusive of taxes. You're responsible for any VAT, GST, withholding tax, or similar that applies in your jurisdiction.
• Disputes about an invoice must be raised in writing within 10 business days; otherwise the invoice is deemed accepted.

07Service levels

Default service-level commitments (overridable by SOW):

• Quality. ≥ 99.5% accuracy at field level on production output, measured by random QA sample. If we miss it, we re-key the affected scope at no charge.
• Turnaround. Per the timeline agreed in the SOW. We commit to at least one production update per business day during active processing.
• Communication. Initial response to a client query within one business day during the working week.
• Incident response. Material incidents (data loss, breach, system outage) reported to the named client contact within two hours of internal detection, and posted to status.sloper.in within 30 minutes.

08Confidentiality

Each party will protect the other's confidential information with at least the same care it uses for its own confidential information, and never less than reasonable care. Confidential information includes business plans, customer lists, source data, project deliverables, and anything else marked confidential or that a reasonable person would treat as such.

This obligation lasts for 5 years after the engagement ends, except for trade secrets, which are protected indefinitely.

Either party may disclose confidential information if required by law, but only after giving the other party (where lawful) prompt written notice and the chance to seek a protective order.

09Intellectual property

Sloper retains ownership of its tools, processes, methodologies, and any pre-existing IP. The deliverables produced for you under an SOW — the cleaned data, the digitized records, the labeled outputs — are yours, with full ownership transferred on payment.

Each party agrees not to use the other party's name, logo, or trademarks without written consent, except that Sloper may identify Client as a customer in factual case lists once the engagement is publicly known.

10Warranties & disclaimers

Sloper warrants that:

• The service will be performed in a professional and workmanlike manner consistent with industry standards;
• It has the right and authority to enter into this agreement;
• It will comply with applicable laws in performing the service.

Except as stated above, the website and the service are provided "as is". Sloper disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

11Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost data, arising out of or related to this agreement, even if advised of the possibility.

Each party's aggregate liability for all claims arising under or relating to this agreement is capped at the fees paid by client to sloper in the 12 months immediately preceding the event giving rise to the claim.

The above limits don't apply to: (a) breach of confidentiality, (b) indemnification obligations, (c) Sloper's data-protection obligations under the DPA, or (d) liability that cannot be limited under applicable law.

12Term & termination

• Term. The agreement starts when you accept these terms (by signing an SOW or starting a project) and runs for the duration of the engagement.
• Termination for convenience. Either party may terminate for any reason on 30 days' written notice. Pre-paid fees for unperformed work will be refunded pro-rata.
• Termination for cause. Either party may terminate immediately if the other party materially breaches the agreement and doesn't cure within 14 days of written notice, or becomes insolvent.
• Effect. On termination, Sloper will (a) deliver any work in progress in its current state, (b) return or delete client data per Section 5, and (c) issue a final invoice for accepted work.
• Survival. Sections 5 (data), 8 (confidentiality), 9 (IP), 10 (disclaimers), 11 (liability), 13 (law), and any provision that by its nature should survive, will survive termination.

13Governing law & venue

This agreement is governed by the laws of [INDIA — TBD with counsel; large enterprise clients often require their home jurisdiction], without regard to conflict-of-laws rules. Any dispute will be resolved by the courts of [PUNE — TBD], and the parties submit to that exclusive jurisdiction. The parties waive any right to a jury trial.

Before filing suit, the parties agree to attempt good-faith resolution by direct negotiation between their authorised representatives for at least 30 days.

14Miscellaneous

• Entire agreement. These terms, the privacy policy, the DPA, and any signed SOW or MSA make up the entire agreement between us.
• Amendments. We can update these terms; if a change is material, we'll give active clients 30 days' written notice.
• Notices. Written notices are valid by email (with acknowledgement) or by recognised courier to the registered addresses.
• Assignment. You can't assign your rights without our written consent. We may assign to an affiliate or to an acquirer in a corporate transaction.
• Force majeure. Neither party is liable for delays caused by events outside reasonable control — natural disasters, civil unrest, internet failures, government action.
• Severability. If any provision is unenforceable, the rest remains in effect.
• No waiver. A failure to enforce isn't a waiver.
• Independent contractor. Nothing creates a partnership, joint venture, or employment relationship.