Terms & Conditions of access to miraqle®

These Terms & Conditions constitute an agreement between Orient Capital Pty Ltd ABN 80 010 142 453 of Level 12, 680 George Street, Sydney, NSW 2000, Australia ('OC') and you ('you') and govern your access to, and use of, OC's proprietary online service known as miraqle®.

In consideration of being provided with access to and use of miraqle®, you agree to comply with these Terms & Conditions each time that you access and make use of miraqle®.

  1. ACCESS
    1. All references to miraqle® in these Terms & Conditions must, unless the context requires otherwise, be read as references to only those modules of miraqle® which OC has expressly authorised you to access and use.
    2. OC will provide you with a unique username and password which together comprise your login to miraqle® ('Login').
    3. The Login provided by OC to you is for personal use only and is non-transferable. You must ensure the security of your Login at all times and, in particular, prevent disclosure of your Login to any person.
    4. If you become aware that your Login has been disclosed to any person other than yourself, you must immediately notify OC. OC may, upon being notified or otherwise becoming aware of such disclosure, take all reasonable steps to maintain the security and confidentiality of miraqle®. This may include suspending or terminating your access to, and use of, miraqle®. No right of relief or compensation will arise in your favour in respect of steps taken by OC in accordance with this clause 1c.
  2. PERMITTED PURPOSE

    miraqle® must only be accessed and used by you for your internal business purposes or as otherwise expressly permitted by OC in writing and not otherwise.

  3. DATA OWNERSHIP AND USE
    1. Except as otherwise agreed in writing, all rights in any data created by OC and/or available through miraqle® (other than data entered into miraqle® by you or on your behalf) belong to OC.
    2. Subject to the exception in clause 4c below: (i) all such data must be kept confidential by you and only be used by you solely for the purpose set out in clause 2; and (ii) you must not, under any circumstances, sell, publish, disclose, make public, provide access to or otherwise transfer or distribute such data, in whole or in part, to any other party, whether or not associated with you or the entity of which you are an employee, without OC's express written permission to do so.
  4. CONFIDENTIALITY
    1. miraqle® is a proprietary web-based service, the features, format and functionality of which you must keep confidential during and after the Term (subject to the exception in clause 4c below).
    2. OC may, at any time in its sole discretion, limit or restrict the functionality of, or access to, miraqle® where it considers it appropriate to do so to protect its rights in miraqle®.
    3. You may, at any time, discuss with any person the features and functionality of miraqle® described from time to time on OC's public web site at www.orientcap.com.
  5. INTELLECTUAL PROPERTY
    1. OC is the sole owner of miraqle® and any intellectual property rights arising therefrom.
    2. You must not contest or challenge, in any manner, OC's ownership of miraqle® and associated intellectual property rights, and must not take any action which reduces, or has the possibility of reducing, the value of miraqle® or its related intellectual property rights to OC.
  6. YOUR CONDUCT
    1. You must not use miraqle® for the benefit (either as a result of direct usage or through the provision of data from miraqle®) of any other third party.
    2. You must not use miraqle® to send blast emails which do not concern subject matter that falls within the recipients’ area of professional interest.
  7. LIABILITY
    1. All implied conditions, warranties and rights are excluded from these Terms & Conditions, except for those which cannot be excluded by virtue of law. Where any condition, warranty or right is implied by law and cannot be excluded, OC limits its liability for breach of, or other act contrary to, that implied condition, warranty or right, in connection with the supply of services, to one of the following (as OC may determine): (A) the supplying of the services again; or (B) the payment of the costs of having the services supplied again.
    2. OC will not be liable to you, in contract, in tort (including negligence), under statute (to the extent permitted by law) or otherwise for, or in respect of, any direct, indirect or consequential loss or damage, or any loss of profits, sales, turnover, reputation (or damage to it), production, anticipated savings, goodwill, business opportunities, customers, software or data, or loss under or in relation to any other contract, suffered by you or any other person and arising out of any breach or other act or omission in connection with these Terms & Conditions.
    3. Whilst OC will use all reasonable endeavours to ensure the accuracy and timeliness of the data available in miraqle®, OC will have no liability, whether arising directly or indirectly from the use of this data, for any errors or omissions (including any errors or omissions arising from the negligence of OC). You acknowledge that your reliance on the data within miraqle® (whether provided by OC, yourself or third parties) is entirely at your own risk.
    4. Any breach of any of your obligations under these Terms & Conditions (including, but not limited to, your obligations to ensure the security of your Login and to maintain the confidentiality of the features, format and functionality of miraqle®) will cause significant damage to OC. In the event of such breach, OC will have recourse to any and all remedies available to it in law, under statute, or otherwise, including, but not limited to, damages, injunctive relief and specific performance.
  8. TERM AND TERMINATION

    Your access to miraqle® may be terminated by OC if you commit a breach of these Terms & Conditions or otherwise upon reasonable notice.

  9. GENERAL
    1. OC reserves the sole right to vary these Terms & Conditions from time to time, and will notify the User of any such changes if and when they occur.
    2. You may not assign or otherwise transfer these Terms & Conditions, or part of them, without the express written consent of OC.
    3. OC is not liable for any failure to observe its obligations under these Terms & Conditions where such failure is wholly or substantially due to circumstances beyond its reasonable control.
    4. Any notice given in connection with these Terms & Conditions must be in writing and must be addressed to a party and either: (i) hand delivered to, or sent by post to, the party's registered office, principal place of business or other address the party notifies for the service of notices; (ii) sent by fax to any fax number the party notifies for the service of notices; or (iii) sent by email to any email address the party notifies for the service of notices.
    5. A notice is taken to have been given: (i) in the case of being hand delivered, on the date on which it is delivered; (ii) in the case of being sent by post, on the third day after the date of posting; (iii) in the case of being sent by fax, at the time of dispatch as confirmed by a transmission report by the sending machine; and (iv) in the case of delivery by email, at the time sent.
    6. The rights and obligations in clauses 1d, 2, 3, 4, 5, 7, 9f and 10 together with any other clauses which from their nature or context are intended to survive, will survive the termination or expiry of these Terms & Conditions.
  10. LAW

    These Terms & Conditions will be governed by the law in force in New South Wales, Australia, and any dispute or claim arising out of, relating to or in connection with this agreement will be subject to the exclusive jurisdiction of the courts of New South Wales, Australia, to which the parties irrevocably submit.