Terms of Service

Welcome to XcellentAI ("Company," "we," "our," or "us"). These Terms apply to our website, any related applications, and all consulting, implementation, training, and other professional services we provide. We may update these Terms from time to time. Material changes will be effective when posted here unless a later effective date is stated. Your continued use of the Services signifies acceptance of the updated Terms.

By accessing or using the Services, you represent that you are of legal age and have the authority to enter into these Terms on behalf of yourself or the entity you represent.

This section applies only to website materials, not to client deliverables. Permission is granted to temporarily download one copy of materials (text, images, and other content) on the XcellentAI website for personal, non‑commercial, transitory viewing only (the "Website Materials"). This is a license, not a transfer of title. Under this license you may not: • Modify or copy the Website Materials; • Use the Website Materials for any commercial purpose or any public display; • Attempt to reverse engineer any software contained on the website; • Remove any copyright or other proprietary notations from the Website Materials. This license shall automatically terminate if you violate any of these restrictions and may be terminated by us at any time. Clarification: The restrictions above apply to Website Materials only and do not restrict your use of project‑specific deliverables produced for you under a signed Statement of Work (see Section 10 and Section 11).

You agree to: • Provide accurate and complete information when requested; • Use the Services only for lawful purposes; • Respect intellectual property rights; • Maintain the confidentiality of any account credentials; • Notify us promptly of any unauthorized use of your account; • Comply with all applicable laws and regulations; • Not interfere with or disrupt the Services.

5.1 AI Consulting Services Our consulting services are provided based on mutual agreement and documented statements of work ("SOWs"). Recommendations are based on our professional judgment and industry best practices; we do not guarantee specific business outcomes. 5.2 AI Implementation Services Implementation timelines and deliverables depend on scope, prerequisites, and client cooperation. Changes to requirements may result in timeline adjustments and additional costs. 5.3 Training and Education Training materials are provided for educational purposes. Completion of training does not guarantee job placement or specific career outcomes.

Unless otherwise stated in an SOW: • Invoices are due net 15 from invoice date; • Late payments may incur lawful interest or suspension of Services; • Cancellations require 14 days’ written notice; amounts earned or committed (including non‑refundable third‑party costs) remain payable; • We do not provide refunds for Services already performed.

The Services may integrate third‑party providers (e.g., model APIs, data hosts, analytics tools). Use of such third‑party services is subject to their own terms. We are not responsible for their outages, limits, changes, or acts/omissions. We implement reasonable controls to avoid sending your confidential information beyond intended processing scope.

We process Client Data solely to deliver the Services and as instructed in the applicable SOW, applying reasonable technical and organizational measures (access control, encryption in transit/at rest where applicable, and logging). We do not use Client Data to train public models. A data‑processing addendum (DPA) can be executed where required.

XcellentAI operates an AI governance program aligned with ISO/IEC 42001:2023 Artificial Intelligence Management System principles. We apply risk assessment, human oversight, documented controls, and incident response appropriate to each engagement. Clients agree to use our solutions responsibly, maintain required human review where outcomes may affect rights or safety, and promptly inform us of any material issues.

10.1 XcellentAI IP The Services and all pre‑existing intellectual property, libraries, prompts, templates, workflows, software, and know‑how owned or developed by XcellentAI ("XcellentAI IP") are and will remain our exclusive property. No rights are granted except as expressly stated in these Terms or an SOW. 10.2 Client Deliverables & License Website content and generic marketing materials remain XcellentAI’s IP. Project Deliverables produced specifically for Client under a signed SOW (including configurations, prompts, workflows, dashboards, and documentation) are assigned or licensed as stated in the SOW. Client may use such Deliverables for its internal commercial purposes without restriction, subject to the SOW and applicable law. This does not transfer XcellentAI’s pre‑existing IP or platform components. 10.3 Client Data and Work Product Client Data remains Client’s property. Any insights or work products developed specifically for Client from Client Data are handled per the SOW and, where applicable, the DPA.

Client will not use the Services to: • Violate law or third‑party rights; • Infringe IP or privacy rights; • Generate or disseminate malware or harmful content; • Harass, exploit, or promote violence or discrimination; • Attempt to bypass safety safeguards, rate limits, or access controls; • Scrape or attempt to extract data in violation of these Terms or applicable law. We may suspend or restrict access for material breaches of this Acceptable Use section.

From time to time, we may offer preview, beta, or evaluation features. Such features are provided as‑is for limited evaluation and may be modified or discontinued at any time. Feedback you provide may be used to improve our products and services.

The materials and Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, XcellentAI disclaims all warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, and non‑infringement. We do not warrant that the Services will be uninterrupted or error‑free.

To the maximum extent permitted by law, in no event shall XcellentAI or its suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages (including, without limitation, loss of data, profits, goodwill, or business interruption), even if advised of the possibility. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. The maximum aggregate liability of XcellentAI for all claims arising out of or related to the Services shall not exceed the amount paid by you for the Services giving rise to the claim.

The materials appearing on our website could include technical, typographical, or photographic errors. We do not warrant that any materials are accurate, complete, or current, though we strive to keep them up‑to‑date. We may make changes to the materials at any time without notice and do not commit to update them.

Unless otherwise specified in an SOW: • Support is provided during business hours (Africa/Harare), Monday–Friday, excluding public holidays; • No uptime or response‑time SLAs are provided under these Terms; SLA commitments require a separate, signed agreement or SOW.

You represent that you are not located in a sanctioned country and are not on a sanctions list. You agree to comply with all applicable export control and sanctions laws in connection with your use of the Services.

These Terms are governed by and construed in accordance with the laws of Zimbabwe. The parties will first attempt in good faith to resolve any dispute through discussions between authorized representatives. If the dispute is not resolved within 30 days, either party may seek mediation in Harare, Zimbabwe. If still unresolved, disputes will be brought exclusively in the courts of Harare, Zimbabwe, and the parties consent to personal jurisdiction and venue therein. If any provision of these Terms is found to be unenforceable, the remainder shall be enforced to the fullest extent possible, and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement.

With Client’s prior consent, XcellentAI may reference Client’s name and use anonymized results/metrics for marketing and case studies. We will not disclose Confidential Information.

If you have questions about these Terms, please contact us: • Email: contact@xcellentai.io • Phone: +263 771 774 661 • Address: Broughton House, 214 Hebert Chitepo Avenue, Harare, Zimbabwe For general inquiries: contact@xcellentai.io © 2025 XcellentAI. All rights reserved. Registered in Harare, Zimbabwe.