The first party, COM2002, S.L. (Hereinafter “NEXICA”, is a company active in the field of telecommunications, offering –according to their customer’s needs- managed services based on their own infrastructure (their own Data Center).

And the second party, the addressee of the services (hereinafter the “Client”) who declares that:

- He/She is a person of legal age and with sufficient legal capacity to understand and accept these service provision services offered by NEXICA (hereinafter, “the General Conditions”).
- He/She has read and understood these General Conditions and accepts them unreservedly.
Both parties agree to subject the provision of the services to these General Conditions, in accordance with the following:

CLAUSES

1. Provision of services
1.1 NEXICA will offer the Client the contracted services (hereinafter, “the Services”), as detailed in the Service Provision Contract and in these General Conditions.

1.2 If the Client should wish to contract further Services, it will be sufficient to sign a Service Provision Contract only, these General Conditions persisting.

2. Modification of the Services
The conditions or technical characteristics of the contracted Services may be modified without the need of prior notice from NEXICA. If the Client is not interested in the new conditions he may withdraw from the Service Provision Contract giving 30 days’ notice.

3. Price, invoicing and form of payment
3.1 NEXICA will invoice the Client for the Services provided for the sum set out in the Service Provision Contract, according to the contracted Services stipulated in the Service Provision Contract (hereinafter “the Price”). The sums listed in the Service Provision Contract must be incremented with applicable indirect taxation (VAT)

3.2 The Price will be paid in the terms and form set out in the Service Provision Contract. Invoice items referring to service subscriptions will be invoiced on their confirmation, in cash and in advance.

3.3 NEXICA reserves the right, where applicable, to invoice the material part (hardware or software,..) at the time of its delivery. For projects that cover more than one of the Client’s offices, NEXICA will issue an invoice on completion of each.

3.4 The Parties agree that the Price will be updated annually on the basis of the interannual Consumer Price Index corresponding to the month in which the Service Provision Contract is renewed.

3.5 NEXICA modifies the Price of the Services included in the Service Provision Contract without prior notice. If, after one month of the said modification, the Client has not communicated the contrary in writing, he will be understood to have accepted the said change. If the Client does not agree with the said modification, NEXICA may end provision of the services included in the Service Provision Contract.

3.6 If the Client rejects payment of a receipt or does not pay the Price within 15 days of the due date of the invoice, whether this be for a period quota or for a percentage of the Price, he will be understood to be late in payment. This will give NEXICA the right to increase the price with lateness interest of Euribor plus 2 per cent with effect from the date of non-payment until the date of effective payment, to charge the Client the costs created by the rejection of any receipt and to cut off the supply of the Services.

4. Confidentiality and personal details
4.1 All the information contained in this document is considered confidential and therefore cannot be divulged to third parties.

4.2 Nexica undertakes to keep confidential all the information supplied by the Client for the drawing up of this document and all information describing the equipment and applications owned by the latter.

4.3 If during the Service provision relationship either of the parties should become aware of any confidential data of the other, both undertake to treat as confidential, and not to reproduce, publish or diffuse any information on the data, systems and any information relating to its professional activities, including information relating to third parties the Client may host or transmit using NEXICA’s technical systems, save in cases expressly authorised by the Client in these General Conditions.
Once the Service Provision Contract is extinguished, each party will delete and destroy any information on this relationship it has stored in any medium or has reproduced by any procedure, except that information it is legally obliged to keep.

4.4 The Client expressly authorizes NEXICA to use, publish and/or diffuse for publicity purposes its company name, its trademark, its logo and also the service and/or the project contracted, the latter undertaking not to harm the Client’s image and always to the benefit of both Parties, without acquiring any intellectual or industrial property right over them.

4.5 If NEXICA electronically accesses or processes personal details of the Client, it undertakes to carry out the said processing for the sole purposes of provision of the Services. NEXICA undertakes to apply the security measures legally required by current legislation. The Client declares that the data that will be processed by NEXICA require a basic level of security and that if the said data require superior levels of security NEXICA must be informed of this before the start of the Service provision.

4.6 Furthermore, in order to fulfill the provisions of article 12 of Ley Orgánica 15/1999 on the Protection of Personal Details, the Parties agree that once the processing has ended NEXICA will destroy any personal details it may have in its possession.

5. Start of the service provision
5.1 The Services contained in this Contract will start to be provided by NEXICA on the date of signing of this Contract, except in the case set out in clause 5.2. If, for the Services contracted, payment of part or all of the same is required in advance, NEXICA may reserve the right not to start the provision until it has received the payment in question.

5.2 If the Client has to deliver to NEXICA the information required to provide the Services correctly. If it is necessary to install any element on the Client’s premises or in its offices, it will be up to the latter to apply for the necessary authorizations or permits. Once this installation is complete, the Client must approve it. At this moment NEXICA will have the right to collect payment of the services provided.

6. Availability of the Services
6.1 Save where provided otherwise in the Service Provision Contract or where the nature of the Services makes this impossible or inapplicable, NEXICA undertakes to make every effort to guarantee the provision of the same uninterruptedly twenty-four (24) hours a day, every day of the year.

NEXICA undertakes to make every effort to maintain an acceptable level in the fulfillment of its contractual obligations but cannot guarantee, either explicitly or implicitly, the continuity of the Services at any given time, the integrity of the information stored or transferred by means of its resources or the Internet. Neither does NEXICA accept responsibility for unauthorized access by third parties to the Client’s information stored in the system, or for loss or corruption of the same, provided it has taken all the technical measures customary in the sector and the measures legally applicable to guarantee the security of its equipment or installations.

6.2 NEXICA may temporarily interrupt access to or availability of the Services by the Client for security reasons or for restructuring of NEXICA’s IT resources in order to improve their provision or configuration. In any case NEXICA will make every effort to ensure that such interruptions affect the Client to a minimum.
In any case NEXICA will make every effort to inform the Client, where possible and with reasonable notice, of the time periods in which the Services will be interrupted in order that the said interruptions affect the Client to a minimum.
NEXICA will not be responsible for interruptions to Services caused by circumstances of force majeure.

7. Contracting on behalf of the Client
The Client grants NEXICA the right, where necessary, to contract on its behalf from a third party the total or partial provision of the Services contained in the Service Provision Contract. NEXICA will have no obligation to communicate the subcontracting of the Services provided to the Client. However, NEXICA undertakes to contractually require the third party to comply with applicable legislation and regulations, in particular with regard to Data Protection.

8. Rights of NEXICA
8.1 NEXICA reserves the right to withdraw data and information, or to restrict access to the same if it comes to its attention that the stipulations of these General Conditions have not been fulfilled or if this is required by a public authority, or any judicial authority or body in the exercise of the powers they legally possess. In any case, NEXICA will subsequently communicate this fact to the Client.

8.2 In accordance with the provisions of Ley 34/2002, of 11 July, on Information Society and Electronic Trade Services, NEXICA informs the Client that it has the right to retain the data on the traffic generated by the connections made by the Client via NEXICA equipment for a maximum of 12 months.

9. Obligations and responsibilities of the Parties
9.1 The Client guarantees that under no circumstances will the data it hosts or transmits in or through NEXICA equipment contain illegal data or information or data that infringes third parties’ intellectual or industrial property rights. Responsibility for the data hosted by the Client in NEXICA equipment is exclusively the Client’s. If a criminal offence subject to penal, civil or administrative penalties exists or is committed, NEXICA may cancel the Service Provision Contract, without prejudice to the damages and harm that may derive from the said actions, for which NEXICA will be indemnified by the Client for non-fulfillment of these General Conditions.

9.2 If, during provision of the Services, NEXICA makes its own equipment available to the Client, the latter declares that hit will use them correctly and exclusively for the purposes suited to this type of Services. In any case, the Client will be responsible for the data and information transmitted using the Services and for any damage or harm that improper or undue use of the Service may cause. If it is necessary to apply for an administrative permit or authorization in order to use or install the equipment it will be the Client’s responsibility to obtain them.

9.3 If any incident should occur during provision of the Services, NEXICA undertakes to make every effort to repair or make the Services functional as soon as possible.

9.4 The equipment guarantee provided by NEXICA is that provided by the manufacturer in question. NEXICA’s involvement is limited exclusively to the requesting of the change of defective parts, where this is provided in the manufacturer’s guarantee. The costs of returning defective products are payable by the Client as the manufacturer does not include the cost of carriage of equipment sent for repair in the guarantee. In no case will NEXICA be responsible for equipment installed if this has been modified or handled in any way by the Client or by a third party not authorized by NEXICA.
The guarantee for the Services provided by NEXICA is 1 month as of the date of the technical operation. NEXICA will not be responsible for damage or harm that may derive from the said technical operation.
NEXICA will not be responsible for the damage or harm that may be caused to the Client or any third party by hardware, software, transmission equipment or networks supplied by the Client for the provision of the Services and that have been manufactured or distributed by a third party. In any case, the Client must claim from this third party for any damage or harm that any of the aforementioned elements may have caused it while functioning. In any case, the Client expressly declares that it is aware of the technical characteristics of the equipment or services installed or marketed by NEXICA and that both are fully interoperable with its equipment, systems and programs. For this reason, NEXICA will under no circumstances be responsible for interoperability with the Client’s equipment, systems and programs.

9.5 Carriage costs. The costs of delivery of equipment between the Client and NEXICA will be payable by the CLIENT.

10. Client’s access to technical equipment.
If the provision of the Services requires an access code in order to configure the services or access to the technical equipment of NEXICA, the Client or a third party, the Client will access solely to host, modify or delete the data it owns. For these purposes, NEXICA will provide the Client and the technical contact persons authorized by the latter, with a user name and password.
The Client will keep the code assigned to it under its exclusive control and responsibility. NEXICA may modify this code at the Client’s request, communicated by registered letter or email.

11. Intellectual Property of the content and reproduction of the same
The Client grants NEXICA a non-exclusive license to reproduce or copy the data hosted in the equipment solely and exclusively in order to be able to provide the Services correctly. The Client declares that it has the appropriate intellectual or property rights to host the data transferred or hosted in NEXICA equipment without this infringing any third-party rights.

12. Duration and Cancellation
12.1 The Services will have a minimum duration of one (1) year save where the Service Provision Contract provides otherwise. At the end of this period if neither of the Parties declares its desire to terminate it in writing at least thirty calendar days before the expiry date of the period initially contracted or where applicable before the expiry date of any of its extensions, it will be automatically extended for successive periods equal to the initial annual duration period contracted. The service/s will become effectively ineffective on the last day of the month following the communication date. In this case, the Client will indemnify NEXICA with a sum equal to one hundred per cent of the agreed price still pending payment as of the effective termination date up to the initially foreseen date of the end of the contract or of any of its extensions.
In any case, the suspension or cancellation of the services for any of the causes set out in these conditions or due to the Client’s exercise of its termination right, will not give it the right to the return of the sums paid for the provision of the Service, for that current period.
Notwithstanding the above, the Parties will be bound by those obligations that, due to their nature, outlive the Contract’s termination.

12.2 If the Client decides to withdraw from the execution of a Project before its completion, it must pay the full price corresponding to the phase of execution of the Project or Service at the time of the cancellation and by default always a minimum corresponding to 35% of the entire project, contract or service signed, as administrative costs.

13. Termination of the General Conditions
These General Conditions may be terminated in the following circumstances:
13.1 Due to non-fulfillment by either Party of the obligations set out in the Service Provision Contract or in these General Conditions by sending 15 days’ official notice to the non-fulfilling party for it to fulfill the non-fulfilled obligation. This term will not exist for cases of non-payment or late payment of the Price.

13.2 The extinguishment of the legal personality of any of the Parties or if either party goes into bankruptcy or suspension of payments.

13.3 If the Client has been penalized by the Data Protection Agency, or if it the latter rules that it has committed any kind of data protection infringement.

13.4 If the Client uses the Services to carry out any of the following activities: illegal activities, mail bombing, publishing “cracks” or program code numbers protected by Spanish intellectual property laws, spamming, using the Services to exchange documents protected by intellectual or industrial property rights or any other that may be declared illegal by any court in the future.

14. Applicable legislation and competent courts
These General Conditions will be governed and interpreted according to Spanish Law and will be subject to the jurisdiction of the Barcelona Courts where the Client is an entrepreneur or professional exercising his professional functions.

15. Nullity and inefficacy of the Clauses
If any clause of the General Conditions or of the Service Provision Contract is declared totally or partially null or ineffective, this nullity or inefficacy will affect the said provision or part of it which is null or ineffective only, the rest of the General Conditions or Service Provision Contract continuing to apply, considering the said affected provision or part of the same not to exist.