These General Terms & Conditions and the Service Specific Terms & Conditions, the Acceptable Use Policy and any information relating to the Service/Package purchased from Lucidica forms the Agreement between Us. If any of these General Terms & Conditions are inconsistent with any terms set out in Lucidica Service specific terms & conditions, the Service specific terms & conditions shall prevail.
1.1 “Agreement” means any agreement to which these terms & conditions are incorporated.
1.2 “Lucidica” means Lucidica Limited, registered office at 35 Kingsland Road, London, E2 8AA.
1.3 “Package” means a collection of Services.
1.4 “Prices” means the Prices for the Services set out in the order form or as otherwise notified to You.
1.5 “Services” means the Services to be provided by Lucidica.
1.6 “You/Your” means the person or company who purchases Services from Lucidica.
2. Duration and Automatic Renewal of Services
2.1 Unless specifically stated to the contrary in the details of the Service and/or Package You purchase, all Services for which payment is required on a monthly basis are provided for a fixed annual (i.e. 12 month) term. The contract will automatically renew on its anniversary date and continue for successive further 12 month periods, unless terminated in accordance with these General Terms & Conditions or the Services or Package specific terms, if different to these General Terms & Conditions. In the event that You have an existing contract with Us commenced prior to 29 March 2010 (“existing contract”) the term and termination provisions of that existing contract shall continue to apply.
2.2 Unless specifically stated to the contrary in the details of the Service and/or Package You purchase, all Services for which payment is required annually in advance shall be provided for a fixed annual (i.e. 12 month) term. The contract will automatically renew on its anniversary date and continue for successive further 12 month periods, unless terminated in accordance with these General Terms & Conditions or the Services or Package specific terms, if different to these General Terms & Conditions.
2.3 Please be aware that unless You terminate the Services in accordance with clause 3 below or the Services or Package specific terms, the Services will automatically renew on the anniversary date of the contract for a successive contract term and You will be responsible for a further 12 or 24 months Prices whichever is applicable. If you choose to terminate the Services any time after the anniversary date of the contract You will still be required to pay the Prices for the remaining period of the then current term of the contract.
3.1 You are entitled to cancel the Services by submitting a cancellation request to our operations team to firstname.lastname@example.org no less than 7 days prior to the anniversary date of the contract term or the relevant service specific terms & conditions pertinent to the Services or Package you have purchased.
3.2 Lucidica reserves the right to cancel and/or suspend Your Service at any time without notice if You breach these General Terms & Conditions and/or Service Specific Terms & Conditions and/or our Acceptable Use Policy.
4.1 Charges due on a pre-pay basis (together with account set-up fees, where applicable), are non-refundable.
4.2 In the event that Lucidica cancels Your Service for reasons other than Your breach of contract, You will be entitled to a pro rata refund based upon the remaining period of Your current contract term.
4.3 If You contravene Your Agreement with Lucidica, a refund will not be issued in the event of a cancellation.
4.4 Domain credits are non-refundable as they enable the purchase of domain names at discounted Prices, based on an up-front commitment.
5.1 All Services and Packages must be paid for in advance in accordance with the specific provisions of that Service or Package.
5.2 Payment will be due on the basis of the Service and/or Package You have selected. If You have purchased “Pay as You go” Services or Packages then payment will be required monthly in advance. If You have purchased Services on an annual (12 month) basis then You will be required to pay pursuant to the payment plan You selected, paying annually in advance.
5.3 You will be automatically be invoiced 50 days to the anniversary date of the contract term unless You have cancelled the Services in accordance with Lucidica’ cancellations procedure set out in clause 3 above.
5.4 Lucidica reserves the right to change the Prices and/or nature of its Services by giving You written notice of those changes. Notice of changes to Prices and/or Services will be given by e-mail to the e-mail address held in Your Lucidica Account. If You have already purchased a particular Service then the change in the Price or nature of that Service will only become effective when the Service reaches the end of its current term. You will be invoiced the new Price when the Service is automatically renewed at the end of the current term.
5.5 All payments must be made in UK pounds sterling, inclusive of applicable taxes.
5.6 Lucidica reserves the right to suspend Services until payment is received in full and all outstanding debt is cleared. Any non-payment of a recurring invoice may be subject to a £20 administration charge. You are responsible for all money owed on the account from the time it was established until Lucidica accepts Your cancellation request.
5.7 No bills or invoices will be sent by regular mail. All invoices will be sent directly to You via email shortly after the purchase or 50 days prior to account renewal.
5.8 If You fail to pay all Prices due, Lucidica reserves the right to interrupt, suspend or cancel the Services to You. Such interruption, suspension or cancellation does not relieve You from paying all Prices which are overdue and payable to Lucidica.
5.9 Please refer to Lucidica Service specific terms & conditions including, but not limited to, the Domain Name terms of Service for Domain Name for specific payment policies.
7. Appropriate Service use
7.1 Lucidica reserves the right to refuse Service and/or access to its servers and/or Services to anyone.
7.2 Lucidica does not allow any content which breaches our Acceptable Use Policy to be stored on its servers:
7.3 Refusal of Service based on the content being contrary to our Acceptable Use Policy is entirely at the discretion of Lucidica.
7.4 Lucidica reserves the right to move Your data to a different server with no previous notice.
8. Scheduled maintenance
8.1 To guarantee optimal performance on the servers, it is necessary for Lucidica to perform routine maintenance. Such maintenance often requires taking Lucidica Exchange servers off-line, typically performed during off-peak hours. Lucidica will give You advance notice of maintenance requiring the servers to be taken off-line whenever possible.
9.1 We will endeavor to provide a continuous high quality service. If You experience problems with Your Service, You should contact Lucidica Support on 0844 414 2994 or email@example.com. Our standard office hours are 8:30am to 6pm Monday-Friday.
10. Reselling of Services
10.1 All Services are to be used by the primary owner only, and do not allow the holders to resell, store or give away web-hosting Services of their website to other parties.
11. Database Usage
11.1 If You exceed the limits on Lucidica database products (MS SQL and MySQL) then we will automatically charge You for the additional space You use at Lucidica current Prices. For example if You have a 150MB database and 200MB is in use at any point during a month then we will charge for the extra 50MB in that month.
12. Ownership of data
12.1 All data created or stored by You within Lucidica’ applications and servers are Your property. Lucidica shall allow access to such data by only authorised Lucidica personnel. Lucidica makes no claim of ownership of any web server content, email content, or any other type of data contained within the accountholder’s server space or within applications on Lucidica’ servers.
12.2 Unless a backup package is taken, You are responsible for backing up Your data.
13. Uploads via scripting languages
13.1 We limit uploads made via scripting languages – including PHP, ASP and ASP.NET. Uploads made using PHP are limited to 20MB per file.
14.1 It is the mailbox owner’s responsibility to keep his/her password confidential, and to change the password on a regular basis. Lucidica is not responsible for any data losses or security issues due to stolen passwords. Lucidica recommends that You use passwords that contain numbers and symbols in order to prevent unauthorized users from guessing commonly-used choices (i.e. “12345”, “password”, etc.).
15. Your personal details
15.1 Please note that whilst Your email is primarily used for billing purposes, Lucidica reserves the right to email You information about enhancements to Lucidica systems and product offerings. You can unsubscribe from marketing communications within each piece of communication from us.
16. Lucidica Disclaimers and Warranties
16.1 Unless a backup package is taken, Lucidica does not back up your data/website and whilst every attempt would be made in the unlikely event of any corruption or hardware failure, Lucidica cannot guarantee to be able to replace lost data. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all Service interruptions caused by Lucidica and its employees.
16.2 Lucidica makes no warranties or representations that any Service will be uninterrupted or error-free. You accept all Services provided hereunder “as is” without warranty of any kind.
16.3 So far as permitted by law and particularly in respect of non-consumers, all implied conditions, warranties and terms (whether express or implied by statute, common law, custom or otherwise) including, but not limited to, those relating to the exercise of reasonable care and skill, fitness for purpose and satisfactory quality (where applicable) are hereby excluded in relation to each of the Services to be provided hereunder to the fullest extent permitted by law.
16.4 For the avoidance of doubt, any use of the Services and/or any Package in the course of conducting business shall give rise to you being a non-consumer and the provisions of this Agreement affecting the statutory consumer protection you would otherwise be afforded as a consumer shall not apply.
17.1 Lucidica shall not be liable for any loss or damage of whatsoever nature suffered by You arising out of or in connection with any breach of this Agreement by You or any act, misrepresentation, error or omission made by You or on Your behalf.
17.2 Lucidica will not be liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by You or for any wasted management time or failure to make anticipated savings or liability You incur to any third party arising in any way in connection with this Agreement or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss.
17.3 No matter how many claims are made and whatever the basis of such claims, Lucidica’ maximum aggregate liability to You under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by other provisions in this Agreement) whether such claim arises in contract or in tort shall not exceed a sum equal to twice the fees paid by You for the Services in relation to which Your claim arises during the 12 month period prior to such claim.
17.4 None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from the negligence of Lucidica, its employees or its sub-contractors.
17.5 Lucidica shall not be liable for any interruptions to the Services or outages arising directly or indirectly from:-
17.5.1 interruptions to the flow of data to or from the internet;
17.5.2 changes, updates or repairs to the network or software which it uses as a platform to provide the Services;
17.5.3 the effects of the failure or interruption of Services provided by third parties;
17.5.4 factors outside of Lucidica’ reasonable control;
17.5.5 Your actions or omissions (including, without limitation, breach of Your obligations set out in the Agreement) or those of any third parties;
17.5.6 problems with Your equipment and/or third party equipment;
17.5.7 interruptions to the Services requested by You.
18. Force Majeure
18.1 Lucidica shall not be responsible for any failure to provide any Services or perform any obligation under the Agreement because of any act of God, strike, lock-outs or other industrial disputes (whether involving the workforce of Lucidica (or any other party) or compliance with any law of governmental or any other order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers, work stoppage, war, riot or civil commotion, equipment or facilities shortages which are being experienced by providers of telecommunication Services generally, or other similar force beyond its reasonable control.
19.1 The failure of Lucidica to require Your performance of any provision shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by Lucidica of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
20.1 The provisions, terms, conditions representations, warranties, covenants, and obligations contained in or imposed by this Agreement which by their performance after the termination of this Agreement, shall be and remain enforceable not with standing termination of the Agreement for any reason. However, neither party shall be liable to other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms but each party shall be liable for any damage from any breach by it of this Agreement.
21.1 You agree that any notice or communications required or permitted to be delivered under this Agreement by Lucidica to You shall be deemed to have been given if delivered by e-mail, in accordance with the contact information You have provided.
22. Governing Law
22.1 Except as otherwise set forth in the Domain Dispute Policy, Your rights and obligations and all contemplated by this Agreement shall be governed by English law and You submit to the exclusive jurisdiction of the English Courts.
23. Legal Fees
23.1 If any legal action or proceeding, including arbitration, relating to the performance or the enforcement of any provision of this Agreement is brought by any party to this Agreement, the prevailing party shall be entitled to recover reasonable legal fees, expert witness fees, costs and disbursements, in addition to any other relief to which the prevailing party may be entitled.
24.1 You shall not assign, sub-license or transfer Your rights or obligations under this Agreement to any third party without the prior written consent of Lucidica However, in the event that Lucidica consents to such an assignment, sub-license or transfer, then this Agreement shall ensure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
25. Entire Agreement
25.1 This Agreement constitutes the entire Agreement between the parties and agreements are representations or warranties, express or implied, statutory or otherwise and no agreements collateral here to than as expressly set or referred to here in. This Agreement supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth here in.
26. Amendment in Writing
27. Further Assurances
27.1 The parties shall execute such further and other documents and instruments and take such further and other actions as may be necessary to carry out and give full effect to the transactions contemplated by this Agreement.
28. Relationship of the Parties
28.1 Nothing in this Agreement shall be construed as creating an agency relationship, partnership or joint venture between the parties.
29. Joint and Several Obligations
29.1 If any party consists of more than one entity, their obligations here under are joint and several.
30. No Third Party Beneficiaries
30.1 This Agreement does not provide and shall not be constructed to provide any third parties, with any remedy, claim, cause of action or privilege.
31.1 In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. Lucidica will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of Lucidica as reflected in the original provision.