|1.1 ACRM is an Internet based application service that is provided by LeXica Ltd for and exclusively on behalf of its undisclosed owner.|
2 Changes in Terms
3 Charges, Billing, and Payment
|3.1. Rates. The current rates for using the ACRM Application Service are published on the website and can be viewed in your monthly bordereau page.|
3.2. Billing. Unless you authorize LeXica Ltd to charge your credit card LeXica Ltd will bill you calendar monthly. Fixed monthly charges, if any, are payable in advance on or before the first day of the monthly billing cycle. Usage charges, if any, are billed in on the first day of the month in arrears and must be paid within 28 days.
3.3. Payment. You shall pay upon demand all amounts due to LeXica Ltd. Cheques for payment should be made payable to "LeXica Ltd". If you pay by credit card, your agreement with the card issuer, and not this Agreement, governs your rights and liabilities as a card holder.
3.4. Billing Disputes. Unless you notify LeXica Ltd of an error in LeXica Ltd billing within sixty (60) days after it first appears on your bordereau statement, the statement will be deemed accepted by you for all purposes, including resolution of inquiries made by or through your credit card issuer. You release LeXica Ltd from all liabilities and claims resulting from any billing error not reported to LeXica Ltd within sixty (60) days after the date of the statement on which it appears.
3.5. Late Payment and Non-Payment. If LeXica Ltd does not receive the full amount you owe for ACRM Application Service within thirty (30) days after the date of LeXica Ltd due statement, you shall owe LeXica Ltd interest at the rate of two percent (or the highest amount allowed by law, whichever is less) per month on the outstanding balance until paid. You shall also be liable for all costs of collecting any unpaid balance on your Application Service account(s) with LeXica Ltd, including debt recovery and legal fees. If any amount remains unpaid for more than sixty (60) days, LeXica Ltd shall have the right to suspend your ACRM Application Service.
3.6. Credit Check. You authorize LeXica Ltd to do any credit verification LeXica Ltd deems necessary and such verification may be done at any time while you are receiving ACRM Application Service. Credit verification may include a review of credit reports received from any commercially available credit bureau. You agree to provide LeXica Ltd with such personal information as may be required by LeXica Ltd in order to determine your creditworthiness and you represent and warrant that all of such information is true and correct. You acknowledge that credit privileges, if granted, may be withdrawn at any time.
3.7. Charges Not Included.
3.7.1. Internet. You are responsible for all Internet Service Provider usage charges associated with connection to ACRM Application Service. Any Internet telephone charges incurred are your responsibility, including long distance charges, if any.
3.7.2. Customer Charges. You may incur charges while using the Internet, for example, for using on-line information services and shopping on-line. You are solely responsible for those charges.
4 Attended Use Required
|4.1. Although LeXica Ltd provides 24-hour access to ACRM Application Service, you shall not allow your computer to remain connected to the ACRM Application Service unless someone is attending the computer and actively using ACRM Application Service. Unattended, inactive connections to the Internet cause network congestion and may cause delays for others; accordingly, LeXica Ltd reserves the right to disconnect your computer from the Internet if it detects a prolonged period of inactivity.|
|5.1. As used in this Agreement, "Content" means the information, software, graphics, photographs, video, speech, sounds, music, and other material and services communicated through ACRM Application Service.|
5.2. No Liability. LeXica Ltd makes no representations, warranties, or promises as to, and you must bear the risk of relying on, the accuracy, completeness, or usefulness of any Content. As a matter of policy, LeXica Ltd does not screen or filter any Content and has no obligation to monitor Content. Accordingly, LeXica Ltd shall have any liability whatsoever for any action or inaction by LeXica Ltd with respect to Content.
5.4. Content Rights. LeXica Ltd reserve the right (but shall have no obligation) to monitor Content and to remove Content that LeXica Ltd deems unacceptable, undesirable, or in violation of this Agreement. LeXica Ltd reserve the right to disclose any Content and to identify the responsible customer as may be required by law, or to operate ACRM Application Service properly, or to protect itself or its other Users.
|6.1. Because the Internet is a resource shared among many users, there is a risk that you could be subject to a variety of security breaches, including but not limited to eavesdropping, denial of service attacks, and receipt of corrupted files or viruses. This means that other people may be able to access, monitor, and/or alter your files, data, or other traffic sent or received using ACRM Application Service, or negatively affect your ability to use the service, or both. Any information sent by you over ACRM Application Service is sent at your sole risk, and LeXica Ltd shall have no liability whatsoever for any claims, losses, actions, damages, suits, or proceedings arising out of or otherwise related to such actions.|
7 Limited Warranty
|7.1. LeXica Ltd shall use commercially reasonable efforts to provide you high quality ACRM Application Service, but LeXica Ltd does not guarantee that you will be able to access the ACRM Application Service at a particular speed, time, or location or that LeXica Ltd will have adequate capacity for the ACRM Application Service as a whole or for particular purposes. Interruptions in ACRM Application Service may occur due to scheduled maintenance or failure of hardware or software, as well as acts of God. LeXica Ltd does not warrant that any data or files sent by or to you will be transmitted in uncorrupted form. All representations, warranties, endorsements and conditions of any kind, express or implied, including, without limitation, fitness for a particular purpose, merchantability, and those arising from a course of dealing or usage of trade, are hereby excluded. LeXica Ltd shall give you at least 48-hours' advance notice by email of scheduled maintenance that could interrupt all or some of ACRM Application Service.|
8 Limitation of Liability
|8.1. The following limitations apply to the acts, omissions, negligence, and gross negligence of LeXica Ltd, its officers, employees, agents, contractors, or representatives, which acts, omissions, negligence, or gross negligence, but for this provision, would give rise to a cause of action against LeXica Ltd in contract, tort, or any other legal doctrine. Your sole and exclusive remedies under this Agreement are as expressly set out in this Agreement.|
8.2. Service. LeXica Ltd shall not be liable to you or anyone else for any special, indirect, or consequential damages, including without limitation loss of anticipated profits or other economic loss, personal injuries, or property damage arising out of interruptions, errors, or defects, in installation, provision, termination, maintenance, repair, or restoration, of ACRM Application Service, however caused, or for damage to, loss of, or destruction of, any software, files, or data (collectively, a "Loss"). LeXica Ltd liability for direct damages for a Loss caused by the ordinary negligence of LeXica Ltd shall not exceed the amount you paid for the affected service for the period of time it was affected. LeXica Ltd liability for any direct damages for a Loss caused by the gross negligence on the part of the Company shall be limited to 1000 pounds. LeXica Ltd shall not be liable for any Loss due to causes beyond its control.
8.3. Intellectual Property Rights. LeXica Ltd shall not be liable to you or anyone else for any losses, claims, damages, expenses, liabilities, or costs (including legal fees) resulting directly or indirectly out of, or otherwise arising in connection with, any allegation, claim, suit, or other proceeding based upon a claim that your use of ACRM Application Service or use by a third party infringes the copyright, patent, trademark, trade secret, confidentiality, privacy, or other industrial or intellectual property rights, proprietary rights, or contractual rights of any third party.
you may terminate the application service as provided in Section 12 below.
9 Appropriate and Acceptable Use
|9.1. LeXica Ltd reserves the right to terminate your ACRM Application Service immediately without notice if, in LeXica Ltd sole discretion, you do not use ACRM Application Service in an appropriate and lawful manner. Please review the Acceptable Use Policy for details.|
9.2. If your sign in profile is recorded using hacking attacks such as cross site scripting, SQL injection, URL manipulation or any other illegal technique, your sign in profile shall be instantly blacklisted and you will not be able to sign in again - ever. Every user is hereby advised that encryption techniques are employed to detect all such hacking.
|10.1. Firewall and Anti-virus are Recommended. It is your responsibility to safeguard your computer system, through appropriate means (e.g., using commercially available software or hardware) from theft, unauthorized use, or system corruption. If you fail to secure your system properly and that causes any detriment to the network, LeXica Ltd may immediately terminate your ACRM Application Service. LeXica Ltd recommends that you purchase and install a commercial firewall package and anti-virus package. LeXica Ltd shall have no liability whatsoever for any claims, losses, actions, damages, suits, or proceedings resulting from or arising out of or otherwise relating to your failure to safeguard the security of your system, software, and data.|
|11.1. LeXica Ltd does not endorse, warrant, or guarantee any product or service offered through ACRM Application Service and shall not be a party to or in any way monitor any transaction between you and third-party providers of products or services.|
|12.1. Your Voluntary Termination|
12.1.1. Notice Required. In order to terminate your ACRM Application Service, you must give written notice to LeXica Ltd either by email or as an online application service request. Effective upon LeXica Ltd receipt of notice of termination, and not before, LeXica Ltd shall stop charging you for ACRM Application Service.
12.1.2. Refunds. Upon termination of ACRM Application Service, LeXica Ltd will refund any unused portion of fixed monthly rates paid in advance, except in the case of early termination of a ACRM Application Service arrangement requiring a minimum number of months' service in return for a discounted rate, in which event the regular (non-discounted rate) shall be applied to the months of service furnished by LeXica Ltd, in order to determine what, if any, balance remains for refund.
12.1.3. Involuntary Termination for Misuse or Nonpayment. In the event LeXica Ltd exercises its right to terminate ACRM Application Service to you in accordance with the provisions of this Agreement, it may terminate ACRM Application Service with immediate effect without prior notice, and LeXica Ltd shall not be obligated to refund any prepaid amounts.
12.1.4. Payment Upon Termination. Upon termination of ACRM Application Service for any reason, all charges incurred for ACRM Application Service, together with interest owed for late payments, if any, shall become immediately due and payable, and the provisions of Section 3(e) shall apply as to any amounts not immediately paid and as to costs incurred in collecting such amounts.
13 Limited Warranty
|13.1. The actual transmission speeds you experience using ACRM Application Service may vary from the transmission speeds that you might expect, due to such factors as the length and gauge of the telecommunications line serving your premises and other operational characteristics of the facilities and equipment used for the ACRM Application Service. Speed also depends on the bottlenecks experienced upon the wider network architecture of the Internet itself. For these reasons, LeXica Ltd does not guarantee that you will experience any particular performance level (throughput speed).|
13.2. However, LeXica Ltd shall make every commercially reasonable effort to deliver to you the highest possible quality of Application Service.
13.3. This limited warranty does not apply (1) to issues involving your computer or your software; or (2) if your equipment has been subjected to unusual physical or electrical stress, misuse, neglect, accident, or abuse, or damaged by any other external cause.
13.4. This limited warranty shall be in lieu of all other express or implied warranties, including without limitation, warranties of merchantability and fitness for a particular purpose.
14 Appropriate Use
|14.1. LeXica Ltd reserves the right to terminate your ACRM Application Service immediately without notice if, in LeXica Ltd sole discretion, you do not use ACRM Application Service in an appropriate and lawful manner. You agree not to use or to allow others to use ACRM Application Service, directly or indirectly, to:|
14.1.1 Violate any of the provisions of Section 6 of this Agreement; or
14.1.2. Disrupt, abuse, or cause degradation of service in the LeXica Ltd backbone network nodes or network services or the network nodes of other LeXica Ltd users; or
14.1.3. Resell the ACRM Application Service, or access, or use the service for operation of an Application Service provider business or for any other business enterprise in competition with LeXica Ltd; or
14.1.4. Redistribute your ACRM Application Service to anyone not staff or redistribute your business ACRM Application Service to anyone not working for your business as an employee or contractor; or
14.1.5. Access any computer, software, data, or any confidential, copyright-protected, or patent-protected material of any other person, without the knowledge and consent of such person.
14.2 If you engage in any of these activities, LeXica Ltd may immediately terminate your ACRM Application Service. This clause shall not in any way limit LeXica Ltd rights of termination pursuant to clause 12 of this Agreement.
15 Entire Agreement
|15.1. This Agreement contains and refers to the entire agreement of the parties relating to the rights granted and obligations assumed in this Agreement. Any oral representations or modifications concerning this Agreement shall be of no force and effect unless contained in a subsequent written modification signed by both parties to this Agreement or unless modified pursuant to Section 2.|
|16.1. The headings in this Agreement are for convenience of reference only and shall not be given any effect in the interpretation of this Agreement.|
17 No Waiver
|17.1. No course of dealing or failure of either party to enforce strictly any right, term, or condition of this Agreement shall be deemed or construed as a waiver of such right, term, or condition.|
|18.1. If any provision of this Agreement is held by a court or regulatory agency of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect.|
19 Late Payment
|The Late Payment of Commercial Debt (Interest) Act provides the following:- Statutory Interest is charged at eight percent over Bank of England base rate as half of one percent - this is an annual rate for 365 days and must be apportioned for the number of days delay. Debt recovery costs are fixed as £40 for invoices up to one thousand pounds; £70 for invoices up to ten thousand pounds and £100 for invoices of ten thousand or more pounds.|