Terms and Conditions

1. Introduction

These Terms and Conditions ("Terms") govern your access to and use of the services, website, and applications (collectively, the "Services") provided by COVER DIGITAL SL, trading as Xternus ("Xternus", "we", "us", or "our").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

2. Acceptance of Terms

You must be at least 18 years old and have the legal capacity to enter into contracts to use our Services. By using the Services, you represent and warrant that you meet these requirements.

3. Services Description

Xternus provides business consulting, technology solutions, and related professional services. The specific services provided will be detailed in separate service agreements or statements of work.

We reserve the right to modify, suspend, or discontinue any part of the Services at any time with reasonable notice.

4. User Accounts

4.1 Account Creation

You may need to create an account to access certain Services. You agree to provide accurate, current, and complete information and to update it as necessary.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. You must notify us immediately of any unauthorized access or security breach.

4.3 Account Termination

We reserve the right to suspend or terminate your account if you violate these Terms or engage in fraudulent, abusive, or illegal activity.

5. User Conduct

You agree not to:

• Use the Services for any illegal or unauthorized purpose
• Violate any applicable laws, regulations, or third-party rights
• Interfere with or disrupt the Services or servers
• Attempt to gain unauthorized access to any part of the Services
• Upload viruses, malware, or other harmful code
• Harass, abuse, or harm other users
• Impersonate any person or entity
• Collect or harvest data from the Services without permission
• Use the Services to send spam or unsolicited communications

6. Intellectual Property

6.1 Our Content

All content, features, and functionality of the Services, including but not limited to text, graphics, logos, software, and designs, are owned by Xternus or our licensors and are protected by copyright, trademark, and other intellectual property laws.

6.2 Your Content

You retain ownership of any content you submit to the Services ("User Content"). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute your User Content solely to provide the Services.

6.3 Feedback

Any feedback, suggestions, or ideas you provide about the Services become our property, and we may use them without compensation or attribution.

7. Payment Terms

7.1 Fees

Certain Services require payment of fees. All fees are stated in Euros (€) unless otherwise specified and are exclusive of applicable taxes.

7.2 Payment Methods

We accept payment via credit card, bank transfer, or other methods specified during checkout. You authorize us to charge your payment method for all fees incurred.

7.3 Invoicing

Invoices will be issued in accordance with Spanish tax regulations. Payment terms are typically net 30 days unless otherwise agreed in writing.

7.4 Late Payment

Late payments may incur interest charges at the legal rate applicable in Spain. We reserve the right to suspend Services for non-payment.

7.5 Refunds

Refund policies, if applicable, will be specified in the relevant service agreement. Generally, fees are non-refundable except as required by law.

8. Confidentiality

Both parties agree to maintain the confidentiality of any confidential information disclosed during the provision of Services. This obligation survives termination of these Terms.

9. Disclaimers and Warranties

9.1 Services "As Is"

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2 No Guarantee

We do not guarantee that the Services will be uninterrupted, secure, or error-free, or that defects will be corrected.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• XTERNUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL
• OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM

Some jurisdictions do not allow certain liability exclusions, so these limitations may not apply to you.

11. Indemnification

You agree to indemnify and hold harmless Xternus, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from your use of the Services or violation of these Terms.

12. Term and Termination

12.1 Term

These Terms remain in effect while you use the Services.

12.2 Termination by You

You may terminate your account at any time by contacting us. Upon termination, your right to use the Services ceases immediately.

12.3 Termination by Us

We may suspend or terminate your access to the Services at any time for any reason, including violation of these Terms.

12.4 Effect of Termination

Upon termination, sections that by their nature should survive (including confidentiality, intellectual property, disclaimers, and limitation of liability) will continue to apply.

13. Data Protection

Our collection and use of personal information is governed by our Privacy Policy. By using the Services, you consent to our data practices as described therein.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Spain, without regard to conflict of law principles.

14.2 Jurisdiction

Any disputes arising from these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of Madrid, Spain.

14.3 Alternative Dispute Resolution

Before initiating legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiations.

15. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes via email or through the Services. Your continued use of the Services after changes constitutes acceptance of the modified Terms.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any service agreements and our Privacy Policy, constitute the entire agreement between you and Xternus.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

16.5 Force Majeure

Neither party shall be liable for failure to perform obligations due to causes beyond their reasonable control.

17. Contact Information

For questions about these Terms: