By accessing miraqle® you agree to the following terms and conditions that apply to your use of miraqle®:

Access

1. All references to miraqle® in these terms and conditions must, unless the context requires otherwise, be read as references to only those modules of miraqle® which MUFG CM has authorised its Client to permit you to access and use on behalf of the Client. If you are unsure whether you are authorised to access and use miraqle® please contact the Client or MUFG CM.
2. You agree that MUFG CM may take all reasonable steps to maintain the security and confidentiality of miraqle®, which may include suspending or terminating your access to, and use of, miraqle®. No right of relief or compensation shall arise in your favour in respect of steps taken by MUFG CM in accordance with this Clause.

Security of Login Details

3. You agree that you are responsible for the security of your unique username and password which together forms your login details ("Login Details") and that you will keep your Login Details confidential.
4. You agree that you will not disclose your Login Details to any other person.
5. You agree that you will immediately notify MUFG CM and the Client if you become aware that your Login Details have been disclosed to any other person.

Permitted Purpose and Your Conduct

6. You agree that miraqle® will only be accessed by you and used by you solely for the Permitted Purpose.
7. You shall not access, store, distribute or transmit any viruses or any material during the course of your use of miraqle® that is unlawful, harmful, threatening, defamatory, obscene, infringing or is otherwise illegal or causes damage or injury to any person or property. You acknowledge that MUFG CM reserves the right, without liability or prejudice to its other rights, to disable your access to miraqle® if you are in breach (in MUFG CM’s reasonable opinion) of the provisions of this Clause. You must ensure that your access to miraqle® is not illegal or prohibited by laws which apply to you.

Content and use of miraqle®

8. You shall not use miraqle® for the benefit of any party, other than the Client, whether directly or indirectly by the provision of information or content from miraqle.
9. You shall not use miraqle® to send blast emails for any purpose other than the Permitted Purpose.
10. MUFG CM is not responsible for any delays or delivery failures, resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that miraqle® may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
11. You recognise and agree that miraqle® is a common platform that is used by MUFG CM to support multiple customers, and that MUFG CM may from time to time update, enhance and make other changes to miraqle®.
12. You must take your own precautions to ensure that the process which you employ for accessing miraqle® does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your computer system. MUFG CM does not guarantee that miraqle® will be secure or free from bugs or viruses. You are responsible for configuring your information technology and computer programmes to access miraqle®.
13. MUFG CM does not accept responsibility for any interference or damage to a computer system which arises in connection with your use of miraqle® or any third party website.
14. MUFG CM makes no representations, warranties or guarantees, whether express or implied, that the content on its site is accurate, complete or up to date in respect of the contacts database within miraqle®.
15. MUFG CM has the right to remove any entry you make in miraqle® if, in its opinion, your entry does not comply with the content standards set out in these terms and conditions.
16. MUFG CM has the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to its site constitutes a violation of their intellectual property rights, or of their right to privacy.
17. You are solely responsible for securing and backing up your content.

Availability

18. MUFG CM provides a helpdesk service from 8.30am to 5.30pm London time, 8.30am to 5.30pm Hong Kong time, 8.30am to 5.30pm Sydney time, on Business Days.
19. MUFG CM does not guarantee that its site, or any content on it, will always be available or be uninterrupted.

Third Party Feeds and Third Party Websites

20. miraqle® enables you to access the website content of third parties via third-party websites. MUFG CM makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website.
21. In the case of any external information or content contained within miraqle® that originates from any third party, neither MUFG CM nor the original provider of any such information or content shall be liable in any way whatsoever 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.

Confidentiality

22. miraqle® is a proprietary web-based service, the features, format and functionality of which you must keep confidential.
23. MUFG CM 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®.
24. You agree that you shall:
    1. treat as confidential all Confidential Information passed to and received by you;
    2. use the Confidential Information only for the purposes set out in these terms and conditions and shall not disclose the Confidential Information to any person except as permitted by these terms and conditions;
    3. not make any unauthorised use, modification, reproduction or disclosure of Confidential Information and ensure that Confidential Information is protected against loss;
    4. notify MUFG CM and the Client as soon as practicable after you become aware of a breach by of your obligations under this Clause; and
    5. co-operate with MUFG CM and the Client in any reasonable action which it may take to protect the confidentiality of its Confidential Information.

Intellectual Property

25. You shall not:
    1. copy, modify, duplicate, de-compile or reverse engineer any part of the software applications provided as part of the miraqle® service;
    2. access any part of miraqle® in order to build a product or service which competes with miraqle®; or
    3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make miraqle® available to any third party.
26. You acknowledge and agree that MUFG CM and/or its licensors own all intellectual property rights in miraqle®. Except as expressly stated herein, these terms and conditions do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of miraqle®.
27. You must not contest or challenge, in any manner, MUFG CM’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 for MUFG CM.

Termination

28. You shall immediately cease use of miraqle® upon termination of the agreement between MUFG CM and the Client.

Amendment

29. MUFG CM may, in its sole discretion, amend these terms and conditions from time to time. Amendments will be effective immediately upon their publication in miraqle®. Your use of miraqle® following the publication will constitute an agreement by you to be bound by the terms and conditions, as amended.

Privacy Policy

30. Nothing in these terms and conditions varies or amends the acy Policy available at https://www.mpms.mufg.com/docs/Privacy-Policy.pdfOpens in new window In submitting information to miraqle® you agree to the use of that information by MUFG CM in accordance with the Privacy Policy including, without limitation, the transfer of the information to the Client or the extent required by law, to any government department or regulatory authority.

Limitation of Liability

31. To the extent permitted by law, in no event will MUFG CM be liable for any loss or damages including without limitation any:
    1. special, incidental, indirect or consequential loss or damages; or
    2. direct or indirect loss of profits or opportunity; or
    3. loss of goodwill or loss of reputation; or
    4. any other pure economic loss in connection with or arising out of these terms and conditions; or
    5. any losses or damages caused in whole or in part from your dishonesty, fraud, wilful default or negligence.

Nothing in this clause excludes or limits liability for death or personal injury caused by MUFG CM’s negligence, liability for fraud by MUFG CM or any other liability which cannot be excluded by law.

32. MUFG CM will use reasonable endeavours to ensure the accuracy and timeliness of the information available in miraqle®, however MUFG CM shall have no liability to you for your use of such information or any errors or omissions therein. You acknowledge that your reliance on the information within miraqle® (whether provided by MUFG CM, the Client or a third party) is entirely at your own risk.
33. In the event of a breach by you of your obligations, MUFG CM shall be entitled, without prejudice to any other rights or remedies that may be available, to seek injunctive relief or specific performance as a remedy for any such breach.

Indemnity

34. You shall indemnify, defend and hold harmless MUFG CM and its affiliates, and their directors, officers, employees and agents (each, a "MUFG CM Indemnified Party"), from and against any and all losses, damages, liabilities, professional fees (including but not limited to legal fees), court costs, and expenses incurred by the MUFG CM Indemnified Party resulting or arising in whole or in part from your fraud, wilful default, negligence or breach of these terms and conditions.

Compliance with Laws

35. You will comply with all Applicable Laws relevant to these terms and conditions.

Governing Law

36. These terms and conditions and any contractual or non-contractual claim or dispute arising out of or in connection with it will be governed by and construed in accordance with the laws of the Territory and the parties submit to the exclusive jurisdiction of the courts of the Territory.

Definitions

37. In these terms and conditions, the following terms shall have the following meanings:
    1. "Applicable Laws" means means any law, legislation, rule, regulation, order, determination, statute, or directive of any regulatory, judicial, or revenue authority, governmental entity, competent judicial, governmental or regulatory body, the rules of any listing authority or stock exchange, or operating procedures or market practice of any relevant market in force in the Territory as the case may be (and as the same may be amended or varied from time to time), related to these terms and conditions;
    2. "Business Days" means a day other than a Saturday, Sunday, public holiday or bank holiday in the Territory;
    3. "Client" means the organisation for whom you work and is a client of MUFG CM;
    4. "Confidential Information" means all such data and information (including but not limited to, data, documents, methodologies, software, trade secrets, personnel records, business strategies, pricing and financial arrangements and commercial affairs), whether written, machine-readable or verbal, made available, disclosed, or otherwise made known to you as a result of these terms and conditions. Confidential Information does not include any information to the extent that it can be proved, by verifiable written records:
       1. to be publicly available at the time of its disclosure or to have become publicly available thereafter other than as a result of a breach of these terms and conditions by the party in receipt; or
       2. to have been in the possession of or known by the relevant party prior to its receipt; or
       3. to have become available to the relevant party from a third party source, which source is not bound by any duty of confidentiality;
    5. "MUFG CM" means
       1. MUFG Corporate Markets IR Pty Ltd (ACN 010 142 453) incorporated in New South Wales; or
       2. MUFG Corporate Markets IR Limited (registered number 5900686) incorporated in England; or
       3. MUFG Corporate Markets Pty Limited (Incorporation number 2529886) incorporated in Hong Kong,
    as the case may be;
    6. "Permitted Purpose" means for the Client’s internal business purposes and the management and development of the Client’s investor relations activities as a publicly listed entity;
    7. "Privacy Policy" means MUFG CM’s privacy policy available at https://www.mpms.mufg.com/docs/Privacy-Policy.pdfOpens in new window
    8. "Territory" means
       1. New South Wales; or
       2. England and Wales; or
       3. Hong Kong,
    as the case may be according to MUFG CM’s place of incorporation.