Terms of use

B2B

Welcome to Xpedite, these Terms and Conditions (“Terms”) are applicable to the services provided by Xpedite B.V., XpertFolio B.V. and Xpedite Consultancy B.V., detailing the general and specific terms under which the services are offered.

As you engage with our products and services, it is important to acknowledge and agree to the Terms & Conditions set forth herein. These Terms & Conditions govern your use of Xpedite BV’s e-learning modules, as well as your interaction with products and services provided by XpertFolio BV and Xpedite Consultancy BV (“Partners”).

Please note: Xpedite BV serves as a reseller for services provided by XpertFolio BV, an Entrusted Professional Activity (EPA) portfolio system, and Xpedite Consultancy BV, a consultancy service specializing in process optimization and AI implementation (“Partner Services”). While these Partner Services complement our e-learning modules, it is important to note that they are governed by their own specific Terms & Conditions, which are hereby incorporated by reference.

Customer Responsibilities: You are responsible for reviewing and understanding the terms and conditions of any Partner Services you use. It is your duty to ensure compliance with these terms, as well as with any applicable laws and regulations related to the use of such services. It is also your duty to inform the users of User Accounts about the correct use and exploitation of these accounts as per the terms and conditions.

This introduction forms the basis of our Terms & Conditions, establishing the legal framework within which our services and those of our partners are offered. We urge you to read these Terms carefully before accessing or using our services. Your continued use of our services constitutes your acceptance of these Terms, as amended from time to time.

1. General Terms and Conditions

These General Terms and Conditions shall be applicable to services provided by Xpedite, Xpedite Consultancy and XpertFolio.

1. General Definitions

The following definitions shall apply to services provided by Xpedite, Xpedite Consultancy and XpertFolio:

“Customer”: any legal entity which has entered into or intends to enter into a commercial relationship with Xpedite and has therefore received an Offer from the latter.

“User Account”: the individual accounts assigned to an employee of the Customer giving access to the services provided by Xpedite and/or XpertFolio for a specific period specified in the Offer. This access can be granted by means of activation codes.

“Offer”: an official proposal to enter into a sales or services contract, made in writing through any communication channel and containing specific terms, such as pricing details and descriptions of products/services.

“Acceptance of the Offer”: any express, tacit or conditional acceptance of the Offer communicated in writing through any communication channel.

“Personal data”: any information relating to an individual who can be identified on the basis of that information.

“Agreement”: a validly accepted Offer. The present Terms and Conditions apply to all agreements concluded between the parties.

“Affiliate”: any entities that control, are controlled by, or are under common control with Xpedite, where “control” implies ownership of more than 50% of the voting stock, equity, or interest in an entity.

II. Conclusion of Agreement

2.1. The request for an Offer is considered an invitation to make an Offer and is non-binding on the Customer. This Offer is free of charge.

2.2. The Offer is valid for 30 calendar days from the date it is received by the Customer. This condition does not apply if Xpedite and the Customer are negotiating the terms of the Offer and therefore more than one Offer has been sent. In that case, the 30-day period starts from the date on which the last Offer was sent to the Customer.

2.3. If the Offer has been explicitly rejected, or if it has not been accepted before the above-mentioned deadlines, the Offer is considered expired and Xpedite and the Customer have no obligations towards each other from that moment on.

2.4. The moment of acceptance of the Offer by the Customer counts as the conclusion of an Agreement. From this moment, the present terms and conditions apply between Xpedite and the Customer.

2.5. The Customer may at any time request additional User Accounts, which will be provided under the conditions of a new Offer sent by Xpedite.

III. Prices, Invoices and Payment

3.1. The prices are fixed in the Agreement for its duration.

3.2. Price indexation: Xpedite reserves the right to adjust prices annually based on the annual change in the consumer price index (expressed as a percentage) as published by Statistics Netherlands (CBS). We reserve the right to round up the resulting price, but only within a margin of 0.5% above or below the annual change published by CBS.

3.3. The prices stated in the Offer are exclusive of VAT.

3.4. The full amount as per the Agreement will be invoiced in advance for the entire duration and should be paid in advance no later than 30 days after its receipt by the Customer.

3.5. If the Customer purchases an additional number of User accounts, the Customer will be charged at the same price per User account as the one in their original Order, plus any price indexation that may have been applied in the period following conclusion of the initial Agreement.

3.6. The Customer will pay invoices for additional User accounts within 30 days of the invoice being issued.

3.7. If the Customer wishes to dispute an invoice, it must do so within 14 days of receipt of the invoice. If the Customer does not dispute the invoice within this period, the invoice shall be deemed accepted as correct and due and payable on the due date.

3.8. Partial payment is not applicable unless otherwise agreed in writing.

3.9. If the Customer fails to pay an invoice after the expiry of the due date, Xpedite has the right to terminate this Agreement.

IV. Technical Support

4.1. Xpedite will make commercially reasonable efforts to make the purchased e-learning modules available 24 hours a day, 7 days a week, with the exception of scheduled maintenance of more than 5 minutes, about which Xpedite must inform the Customer at least 2 days in advance. Xpedite will provide technical support to ensure that the websites function properly. Xpedite will be available at any time during the term of the licences to handle technical problems that the Customer/User communicates in writing to the following email address: info@xpedite.ai (hereinafter: “the technical support email address”), or via the following telephone number: +31205453384 (hereinafter: “the technical support telephone number”). Different response and resolution times apply depending on the severity of the reported technical problem. Requests for technical support are classified as follows:

• Critical requests: requests for support on major problems.

A major problem is the loss of all functionalities for all or a significant proportion of Users.

• High-priority requests: requests for support on less significant problems.

Less significant problems are errors resulting from the loss of some or all functionality for some of the Users.

• General requests: requests for support on minor problems.

Minor problems are cases where Xpedite’s e-learning library is available to all the Customer’s Users, but there are minor issues that do not limit User access (e.g. images not loading). For minor problems, longer response and resolution times apply.

4.2. Response and resolution times:

The technical support email address and the technical support telephone number, as mentioned above, are available on working days from 9.00 to 17.00 UTC+1/UTC+2 (hereinafter: “the support window”).

Xpedite is not bound by the above resolution times in cases where Xpedite depends on third parties to resolve the problem.

Requests submitted shortly before the end of the support window may be picked up the next working day.

4.3. Uptime and downtime:

a) Monthly uptime is the percentage of the total number of possible minutes that Xpedite websites and platforms were actually available to Users.

This is calculated as follows: monthly uptime = 1 – (monthly minutes of downtime / total possible monthly minutes).

b) Downtime is the number of minutes that Xpedite websites and platforms were unavailable. The Provider guarantees a monthly uptime of 98%.

c) Disclaimer

The following scenarios are not considered downtime:

• Slowness of certain features, i.e. cases where some features of the websites, such as the login page, e-learning pages, images or exercises take less than 60 seconds to load;

• External network problems beyond the Provider’s control, i.e. problems caused by internet outages;

• Planned downtime, i.e. very rare, planned interruptions in the availability of the websites or certain features of the websites outside business hours;

• Problems resulting from breach of contract by the User/Customer on the basis of which the services are provided, meaning that access is interrupted due to the Customer’s failure to comply with its contractual obligations, the Provider’s Terms and Conditions and Privacy Policy;

• Problems resulting from failures or incompatibility problems of the Customer’s system or a third party’s system.

V. Confidentiality

5.1. During the negotiations or during the term of the Agreement, the Parties may exchange confidential data and information. Such information may not be shared with third parties in a manner that may favour the Parties’ competitors, unless such information is already publicly available.

5.2. “Confidential information” includes, but is not limited to: the contents of the Offer, as well as any tangible and intangible, professional, commercial, technical, financial or other information, including, but not limited to, the identity of affiliates, business partners, and employees, business terms and conditions, working methods, business plans, management information systems, finances, new business opportunities, research and development projects, contractual agreements, market research, intellectual property rights owned or used by the Parties, IT infrastructure, advertising policies, proposals to develop and expand the Parties’ business operations, or any other matter relating to the promotion or sale of past, present or future products, marketing plans, advertising sales, price lists, purchase prices, discounts and rebate structures, promotional materials, names, addresses, telephone numbers and contact names of customers and suppliers and potential customers and suppliers, the Parties or the Parties’ subsidiaries and business partners, commercial formulations, processes, drawings of inventions, and technical information relating to the creation, production or delivery of past, present or future products or services.

VI. Privacy

6.1. Xpedite and its Partners comply with Regulation (EU) 2016/679 of the European Parliament and the Council.

6.2. All provisions relating to data privacy are set out in separate Privacy Policies. Xpedite Privacy Policy can be found on Xpedite website.

6.3. If applicable under Regulation (EU) 2016/679 of the European Parliament and the Council, the Customer and Xpedite will sign a Data Processing Agreement, which will be considered an inseparable part of this agreement.

6.4. Please note that Xpedite acts as a reseller for the products and services offered by its Partners. Upon purchasing Partner products and services, the Customer agrees to comply with the provisions of the Privacy Policies of these Partners and, if necessary, enter into separate Data Processing Agreements with said Partners.

VII. Termination of Services

7.1. The Agreement is concluded for the term specified therein.

7.2. Xpedite may terminate the Agreement at any time without prior notice if the Customer has violated the Restrictions provisions relating to any of the products offered for sale by Xpedite.

7.3. If either Party wishes to terminate the Agreement without cause prior to expiry of the initial term, said Party shall owe to the other a sum equal to the payments due for the remainder of the initial term of the Agreement.

7.4. In the event that the Customer fails to pay a validly issued invoice within 30 days of the invoice being issued, Xpedite reserves the right to terminate the Agreement.

VIII. Miscellaneous

8.1. This Agreement is governed by Dutch law. The Customer hereby consents to the exclusive jurisdiction of the Dutch courts for all disputes arising out of or related to the use of products sold or developed by Xpedite.

8.2. If, in the opinion of the court, any provision is inapplicable or invalid, both Parties will consult to replace the provision in question with a provision that will, as far as possible, reflect the purpose and purport of the void or annulled provision.

8.3. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity, or termination, shall be resolved by arbitration in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (NAI). The arbitration tribunal shall consist of three arbitrators. The seat, or legal place, of arbitration shall be Amsterdam, the Netherlands. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of the Netherlands.

8.4. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral.

8.5. These terms and conditions may be unilaterally amended by Xpedite at any time by giving written notice of the relevant amendment(s).

2. Product Specific Terms of Service – Xpedite

Xpedite provides e-learning modules on Artificial Intelligence (AI) application and optimization in business processes. Offerings include courses designed to enhance users’ understanding and skills in AI integration for improved operational efficiency. By using Xpedite services, the Customer agrees to comply with the terms outlined herein, which govern the use of our educational content.

1. Product- specific definitions- Xpedite

“E-learning module”: study materials, texts, videos, assignments and other educational tools made available to the User by Xpedite through Xpedite websites and/or e-learning platforms and/or learning management systems.

II. Correct Functioning of the User Accounts

2.1. Xpedite will be responsible for the correct functioning of the software. This responsibility of Xpedite does not extend to problems that the User Accounts may present as a consequence of technical deficiencies in the electronic equipment and other tools of the Customer, such as laptops, internet speed, and others of a similar nature that are not attributable to Xpedite. Furthermore, the Customer must comply with the following Minimum System Requirements in the devices in which the Accounts will operate:

• Intel Pentium IV 2.0GHz processor or superior version;
• RAM capacity of minimum 2GB;
• Chrome v74 and higher, Firefox v67 and higher, Safari v14 and higher, and Microsoft Edge vBlink 113 and higher.
• Adobe Flash Player 10 or superior version.

2.2. The provider excludes any liability in case of force majeure. Force majeure shall be understood to mean any event that is beyond the reasonable control of Xpedite, including but not limited to war, strikes or labor disputes, embargoes, government orders, natural disasters affecting Xpedite or any of its Affiliates or service providers.

III. Customer Rights

3.1. The Customer is entitled to receive the products and services according to the signed Offer.

3.2. The Customer is entitled to technical support and uninterrupted access to the products described in the Offer.

3.3. The Customer is entitled to receive access to the number of User Accounts specified in the Offer. In the event that a Customer wishes to add User accounts, they will do so by accepting a separate Offer.

3.4. The Customer may only use the products for the purpose for which they were purchased.

3.5. Xpedite guarantees that the prepaid service will be provided, and that the e-learning modules purchased under the Offer will be available for use throughout the term of the contract. If the e-learning modules are not available due to a proven fault of Xpedite, Xpedite will refund the prepaid service fees to the Customer.

IV. Intellectual Property

4.1. Xpedite hereby grants the Customer a non-exclusive, non-transferable, limited right to use the e-learning modules for the period specified in the Offer. The Customer may provide access to individual users for educational purposes only and shall not resell or use the e-learning modules for its own commercial purposes.

4.2. All intellectual property rights and in particular the copyrights to all courses and modules belong exclusively to Xpedite, as the creator of the content. This includes but is not limited to the content of the e-learning modules. The Customer guarantees that neither it nor third parties will copy, sell or multiply the material.

4.3. None of the course materials, nor the e-learning, may be reused by the Customer, saved or sent to another website.

4.4. It is not permitted to display the material in any way in public places without Xpedite’s prior written consent.

V. Warranties

5.1. Xpedite warrants that it will provide the services in a professional and diligent manner, in accordance with industry standards.

5.2. Xpedite does not guarantee that the Service will be error-free or run uninterrupted, or that it will correct all Service errors. Customer acknowledges that Xpedite has no control over transfer of data over the Internet and, consequently, that the Service may be subject to delays and limitations inherent in the use of such communications.

VI. Limitations of liability

6.1. Xpedite shall not be liable for consequential losses including, without limitation, damages through loss of production, loss of profits or income, loss of business or business expectations or loss of contract.

6.2. In no event shall Xpedite’s aggregate liability for damages under the Agreement exceed the sums paid under the Agreement during the 12 months prior to the date on which the claim arose.

VII. Restrictions

Customer shall not and shall not permit any affiliate, User or other third party to: (a) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Software or any part thereof or otherwise attempt to discover any source code; (b) obtain unauthorized access to the Software; (c) use the Software in a manner that is in violation of any third party privacy or Intellectual Property Rights; (d) publish, post, upload or otherwise transmit data that contains any explicit materials, viruses, Trojan horses, worms, time bombs, corrupted files, bulk uploads intended to overload the servers of Xpedite or other computer programs intended to damage, detrimentally interfere with or expropriate any systems, personal data or property of Xpedite or third parties.

VIII. Disclaimers

8.1 Intellectual Property & Copyright:

The e-learning modules have been developed with the aid of Artificial Intelligence.
Notwithstanding the foregoing, the e-learning modules, including all text, graphics, video, sound, software, and other materials therein, are the exclusive property of Xpedite. Unauthorized copying, reproduction, republishing, uploading, downloading, posting, transmitting, or duplicating any of the material is prohibited. Customers are granted a non-exclusive, non-transferable, revocable license to access and use the modules strictly in accordance with these Terms and Conditions.

8.2 Limitation of Liability:

Xpedite provides these e-learning modules for educational and informational purposes only. We make no representations or warranties about the accuracy, applicability, fitness, or completeness of the module content. As such, Xpedite will not be held responsible for any damages, losses, costs, or any other consequences resulting directly or indirectly from the utilization or application of the information, techniques, or tools discussed in these modules.

Under no circumstances shall Xpedite be liable for any indirect, special, incidental, or consequential damages, including but not limited to, loss of profits, data, or use, incurred by the Customer or any third party, whether in an action in contract or tort, arising from the Customer’s access to, or use of, our e-learning modules or any other materials provided therein.

Notwithstanding the foregoing, in no event shall Xpedite’s total cumulative liability exceed the sums paid under the Agreement during the 12 months prior to the date on which the claim arose.
This limitation of liability shall apply to the fullest extent permitted by law.

8.3 Usage Responsibility:

Customers are solely and entirely responsible for their decisions, actions, and any subsequent repercussions or outcomes arising from the application, interpretation, or misinterpretation of information or knowledge acquired from the e-learning modules. Xpedite does not guarantee specific results, outcomes, performances, or any particular success or advantage from the application of module content. The responsibility to ensure the legality, appropriateness, and ethical application of the content lies with the Customer.

8.4 Third-Party AI Tools:

Our modules might contain references to or instructions related to third-party AI tools or platforms. Such references are for illustrative purposes only and do not constitute an endorsement, sponsorship, or affiliation with these third-party entities. Xpedite makes no warranty or representation regarding the functionality, reliability, accuracy, or legality of these third-party tools. Engaging with, using, or relying upon these tools is entirely at the Customer’s risk and discretion.

8.5 Indemnification:

Customers hereby agree to indemnify, defend, and hold harmless Xpedite, its directors, officers, employees, agents, and affiliates from and against any liabilities, losses, damages, claims, actions, costs, and expenses (including legal fees) arising out of or related to any use or misuse of our e-learning modules, any breach of these Terms and Conditions, or any actions or decisions made based on the module content.

8.6 Use at Own Discretion:

Customers acknowledge and agree that the use, interpretation, and application of our e-learning modules and associated AI tools are at their sole risk, discretion, and responsibility. Xpedite assumes no liability for any intellectual property violations, infringements, regulatory breaches, or any other legal or ethical infractions that might arise from the application or misapplication of our content.

3. Product Specific Terms of Service – XpertFolio.

Xpedite is a Reseller of XpertFolio. XpertFolio is a separate software that is provided as a service. In the event that the Agreement includes use of the XpertFolio service, the XpertFolio SaaS shall form an inseparable part of the General Terms and Conditions. By agreeing to the General Terms and Conditions, the Customer also agrees to the XpertFolio SaaS, which can be found here.

4. Specific Terms of Service – Xpedite Consultancy

Xpedite is a Reseller of Xpedite Consultancy. In the event that the Agreement includes Xpedite Consultancy services, the below Specific Terms of Service shall form an inseparable part of the General Terms and Conditions.

1. Customer Obligations

1.1 Xpedite Consultancy requires the following access:

• Business Access: Access to Customer data including but not limited to sales data, customer data, operational data, and other relevant business metrics.
• Systems Access: Access to Customer’s internal systems such as CRM, ERP, and other relevant software is required for integration and analysis purposes.
• Systems Access: Access to Customer’s internal systems such as CRM, ERP, and other relevant software is required for integration and analysis purposes.
• Personnel Access: Regular interaction with designated Customer personnel, including project managers, IT staff, and relevant department heads, is necessary for effective communication and project implementation.

1.2 Customers must ensure a minimum level of technological infrastructure:

• Hardware: The Customer must possess the necessary hardware capable of running AI and machine learning software.
• Software: Customers should have or be willing to acquire software platforms that are compatible with AI integration, as advised by Xpedite Consultancy.
• Network Requirements: Adequate network infrastructure for high-speed data processing and secure communication channels.
• Personnel Access: Regular interaction with designated Customer personnel, including project managers, IT staff, and relevant department heads, is necessary for effective communication and project implementation.

1.3 Customers shall designate a liaison for project communication, responsible for coordinating with Xpedite Consultancy.

2. Intellectual Property Rights

2.1 Definition of Resultant IP

‘Resultant IP’ refers to any new models, algorithms, processes, or any other intellectual creations developed specifically for the Customer during the course of the consultancy engagement.

2.2 Definition of Pre-Existing IP

“Pre-Existing IP” refers to any methodologies, technologies, tools, or IP owned by Xpedite Consultancy prior to this engagement, or developed independently of this engagement, remain the sole property of Xpedite Consultancy.

2.3 Ownership and Rights

a. Ownership of Resultant IP:

All Resultant IP developed by Xpedite Consultancy specifically for the Customer under this agreement will be the exclusive property of the Customer upon full payment for the respective services.
Until full payment is received, such Resultant IP will be held by Xpedite Consultancy.

b. Ownership of Pre-Existing IP:

The Customer will have no claim to Xpedite Consultancy’s pre-existing IP.

c. Licensing of Pre-Existing IP:

Where Xpedite Consultancy’s pre-existing IP is necessary for the implementation of the Resultant IP, the Customer will be granted a limited, non-exclusive, royalty-free license to use this pre-existing IP as part of the Resultant IP.

This license is limited to the purposes and duration of the engagement and does not permit the Customer to use Xpedite Consultancy’s pre-existing IP independently or for other purposes.

d. Usage Rights:

The Customer is granted the limited, non-exclusive, royalty-free license to use the Resultant IP for their internal business purposes. This license does not include the ability to sell, distribute, or otherwise commercialize the Resultant IP without a separate agreement.

Xpedite Consultancy reserves the right to use general knowledge, experience, skills, and technologies acquired during the engagement, excluding confidential information, for future projects.

e. Warranties and Representations:

Xpedite Consultancy warrants that the creation and provision of the Resultant IP will not infringe on the rights of third parties and will inform the Customer of any third-party licenses that might be necessary.

3. Warranties

3.1. Xpedite Consultancy warrants that it will perform the services with reasonable care and skill and in accordance with generally recognized commercial practices and standards in the industry for similar services.

3.2. Xpedite Consultancy does not warrant that the services will meet all of The Customer’s requirements or that the operation of any tools, products, or materials supplied as part of the services will be uninterrupted or error-free Xpedite Consultancy advises that the recommendations and strategies provided should be considered as potential options and not interpreted as guarantees for achieving intended performance improvements or efficiencies.

4. Limitation of liability

4.1. Xpedite Consultancy shall not be liable to The Customer or any third party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the services; (ii) any conduct or content of any third party on the services; (iii) any content obtained from the services; , whether or not Xpedite Consultancy has been informed of the possibility of such damage.

4.2. Xpedite Consultancy’s total liability to The Customer, for any claim arising out of or relating to these terms or the services, regardless of the form of the action, is limited to the amount paid by The Customer to Xpedite Consultancy for the services during the 12 months prior to the event giving rise to the claim.

5. Indemnification

The Customer agrees to defend, indemnify, and hold harmless Xpedite Consultancy, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to The Customer’s violation of these Terms of Service or use of the services, including, but not limited to, any use of Xpedite Consultancy’s content, services, and products other than as expressly authorized in these Terms of Service or The Customer’s use of any information obtained from the services.