ACCESS

Access to, and use of, miraqle® is provided subject to these Terms & Conditions and the Schedule. Accordingly, 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 authorised the User to access and use.

1. OC will provide each Authorised User with a unique username and password which together comprise his or her login to miraqle® ('Login'). Logins provided by OC to Authorised Users are for personal use only and are non-transferable. The User must monitor compliance with this by its Authorised Users to ensure the security of all of the Logins at all times and, in particular, to prevent disclosure of any Login to any person other than the Authorised User of that Login. The User must promptly alert OC, by email to miraqleaccess@orientcap.com , when an Authorised User leaves the employment of the User or no longer requires access to miraqle®. The User may at any time request additional Logins from OC in writing. OC may, in its sole discretion, agree to such additions in writing.
2. If the User becomes aware that a Login has been disclosed to any person other than the Authorised User of that Login, the User 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 the User's access to, and use of, miraqle®. No right of relief or compensation will arise in the User's favour in respect of steps taken by OC in accordance with this clause 1c.

PERMITTED PURPOSE

miraqle® must only be accessed and used by the Authorised Users for the Permitted Purpose and not otherwise.

1. The definition of the Permitted Purpose may be changed only by the parties' prior written agreement. Any such change will be effective immediately upon agreement between the User and OC in writing and may be subject to execution of a new Schedule. These Terms & Conditions will apply in respect of any such new Schedule once executed.

INFORMATION OWNERSHIP AND USE

All rights in any information and any other content entered into miraqle® by or on behalf of the User (e.g. meeting notes, contact information and photos) ("User Submitted Information"), or which is specific to the User and generated by OC for and at the request of the User under the terms of a separate services agreement (e.g. share ownership information delivered through the Ownership module), belong to the User.

1. User warrants that it has the right to provide all User Submitted Information to OC through miraqle® and that OC may use such User Submitted Information in accordance with these Terms & Conditions.
2. All rights in any other information and content created by OC and/or available through miraqle® belong to OC. Subject to the exception in clause 4c below: (i) all such information and content must be kept confidential by the User and only be used by the User solely for the Permitted Purpose; and (ii) the User must not, under any circumstances, sell, publish, disclose, make public, provide access to or otherwise transfer or distribute such information or content, in whole or in part, to any other party, whether or not associated with the User, without OC's express written permission to do so.

CONFIDENTIALITY

miraqle® is a proprietary web-based service, the features, format and functionality of which the User must keep confidential during and after the Term (subject to the exception in clause 4c below).

1. 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®.
2. The User may, at any time, discuss with any person the features and functionality of miraqle® described from time to time on OC's public website at www.orientcap.comOpens in new window
3. OC will keep confidential any information contained within miraqle® that is specific to the User (whether entered into miraqle® by the User or OC) and will not disclose such information to third parties without the User's prior written consent. This obligation shall not apply to information that is otherwise in the public domain, that OC is entitled to use as set out in clause 3b above, or is required to be disclosed by law (in which case, OC will, to the extent reasonably possible, give notice to the User of OC's obligation to disclose).

INTELLECTUAL PROPERTY

OC is the sole owner of miraqle® and any intellectual property rights arising therefrom. The User 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.

1. Save in relation to the use of User Submitted Information, OC warrants that the use of miraqle® in accordance with these Terms & Conditions will not infringe the intellectual property rights of any third party.

YOUR CONDUCT

The User must not use miraqle® for the benefit (either as a result of direct usage or through the provision of information or content from miraqle®) of any other third party, whether or not associated with the User.

1. The User must not use miraqle® to send blast emails which do not concern subject matter that falls within the recipients' area of professional interest.

COMPLIANCE WITH LAWS

Each party will comply with all applicable laws relevant to the performance of any obligations or exercise of any rights under these Terms & Conditions.

1. Each party will act in accordance with any law from time to time in force in any place which is binding upon it when dealing with any personal information which is incidental to the performance of any obligations or exercise of any rights under these Terms & Conditions. In particular, a party must refrain from dealing with such personal information for any purpose other than that for which it was received under these Terms & Conditions. A party will comply with any reasonable direction of the other party which concerns the security or use of the personal information which that other party makes available pursuant to these Terms & Conditions.

INFORMATION & AVAILABILITY

OC will audit miraqle® on a regular basis and make changes to its information and/or content on an ongoing basis as and when those changes become known to OC.

1. Where information, content or instructions uploaded by the User into miraqle® are time sensitive, they will be deemed to have been delivered to OC upon confirmation of receipt by OC to the User. Confirmation will take the form of a printable onscreen electronic message.
2. OC takes no responsibility for the accuracy of information, content or instructions uploaded into miraqle® by the User and the User acknowledges that OC can only process the uploaded information, content or instructions when submitted in the valid format as specified by OC.
3. Subject to clause 10d below, OC will use all reasonable endeavours to make miraqle® continuously available (24x7) and to achieve an availability during 8am to 6pm on business days in the User's jurisdiction of no less than 99%. OC may, however, from time to time, utilise non-business hours (ie before 8am and after 6pm, Monday to Friday and weekends) for essential maintenance work which may require the temporary withdrawal of miraqle® from service. Access to, and use of miraqle® will not be deemed to be unavailable if it cannot be accessed by reason of a failure of software, equipment or means of communication not provided by or controlled by OC.
4. OC will provide a helpdesk service from 8.30am – 5.30pm on business days in the User's jurisdiction and such training as is reasonably required by the Authorised Users to enable them to properly use miraqle®.

SECURITY

OC will ensure that the security of miraqle® is, and back-up procedures are, of a standard that is appropriate having regard to the nature of the information and content contained within, and services provided through, miraqle®.

1. OC may, upon request by the User, provide the User with an overview of OC's infrastructure, network and security features associated with miraqle®. Such overview will be provided without cost to the User. However, where the User requests that OC participate in or support any IT, security, risk management or other audit conducted by or on behalf of the User (including through completion of a questionnaire or self-assessment program), OC will be entitled to charge, and the User must pay, for the time of OC's employees in participating in or supporting such audit at OC's then current time and materials rates, together with any costs and expenses incurred in relation to such audit.
2. Although all information transmitted to and from miraqle® is SSL encrypted, the User acknowledges that, because access to miraqle® is via the internet, OC cannot guarantee that miraqle® will not be subject to unauthorised access or tampering, or that communications between the User and miraqle® will remain secure.

LIABILITY

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 condition, warranty or right to the full extent permitted by law. Subject to the foregoing, OC's total and aggregate liability to the User, in contract, in tort (including negligence), under statute (to the extent permitted by law) or otherwise for, or in respect of, any direct loss or damage arising out of any breach or other act or omission in connection with these Terms & Conditions, will not exceed £50,000.

1. OC will not be liable to the User, in contract, in tort (including negligence), under statute (to the extent permitted by law) or otherwise for, or in respect of, any 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 information, or loss under or in relation to any other contract, suffered by the User or any other person and arising out of any breach or other act or omission in connection with these Terms & Conditions.
2. Whilst the User understands that OC will use all reasonable endeavours to ensure the accuracy and timeliness of the information available in miraqle®, OC will have no liability, whether arising directly or indirectly from the use of this information, for any errors or omissions (including any errors or omissions arising from the negligence of OC). The User acknowledges that its reliance on the information within miraqle® (whether provided by OC, the User or third parties) is entirely at the User's own risk.
3. In the case of any external information or content contained within miraqle® that originates from any third party, neither OC nor the original provider of any such information or content shall be liable in any way whatsoever to the User for any economic, financial, material, consequential, or personal losses or damage resulting from actions or decisions based on, or as a result of, any such information or content,
4. Any breach of any of the User's obligations under these Terms & Conditions (including, but not limited to, the User's obligations to ensure the security of the Logins of its Authorised Users 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.
5. OC will maintain such insurance policies, as it considers are appropriate and adequate, having regard to its obligations under these Terms & Conditions.

TERM AND TERMINATION

The term of the User's access to miraqle® ('Term') is the period commencing on the Start Date and expiring on the End Date.

1. Either party may, by written notice, terminate these Terms & Conditions immediately if the other party commits a breach of any of its obligations, provided that the terminating party has first given the other party written notice of such breach and the other party has not remedied such breach within thirty (30) days of receiving notice.
2. These Terms & Conditions may be terminated by agreement of the parties in writing at any time.
3. Upon termination or expiry of these Terms & Conditions for whatever reason, OC will, upon request, within 21 days of the date of termination or expiry, provide the User with soft copy files of all information and content entered into miraqle® by or on behalf of the User during the Term. All such information and content will remain the property of the User. All other information and content contained within or downloaded from miraqle® during the Term remains the property of OC and is subject to the rights and restrictions on disclosure and use set out in these Terms & Conditions.

GENERAL

These Terms & Conditions may be varied or changed only by the parties' prior written agreement. Any such variations or changes will be effective immediately upon agreement between the User and OC in writing.

1. Neither party may assign or otherwise transfer these Terms & Conditions, or part of them, without the written consent of the other party.
2. Neither party shall be 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.
3. 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.
4. 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.
5. The rights and obligations in clauses 1c, 2a, 3, 4, 5a, 10, 11d, 12f and 13, 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

LAW

These Terms & Conditions will be governed by, and will be construed in accordance with, the laws of England and Wales. 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 England and Wales, to which the parties irrevocably submit.