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"Personal Information" means any data provided by either Open
Mineral or a Service Provider, which relates to a living individual
who can be identified from the data, or from data and other
information, in the possession of, or which is likely to come into
the possession of, either Open Mineral or a Service Provider;
"Platform" means the trading platform owned and operated by
Open Mineral in accordance with this Agreement;
"Platform Account" means an account created with Open
Mineral to access and use the Platform;
"Power of Attorney" means a document signed by a director or
officer of the Service Provider in a form acceptable to Open
Mineral confirming the authority of a proposed Authorised
Representative to act on behalf of that Service Provider;
"Raw Materials" means any material which is traded on the
Platform;
"Raw Materials Contract" means any concluded contract
between a User and another User in relation to Raw Materials and
arranged via the Platform, whether using the proforma contract
available to Users or any other form of contract;
"Seller" means a User which enters into a Raw Materials
Contract for the sale of Raw Materials;
"Service Provider" means a provider of Trade Services to Users
and registered in accordance with Clause 3 of this Agreement
accessing the Platform via its Authorised Personnel in
accordance with this Agreement.
"Services Bid" shall mean an offer to provide Trade Services in
response to a Services Request;
"Services Contract" means any concluded contract between a
Service Provider and a User for the provision of Trade Services
and arranged via the Platform;
"Services Request" means a request or tender submitted onto
the Platform by a User for the provision of Trade Services to it
through the Platform which shall set out a description of the Trade
Services required in accordance with clause 7.
"Trade Services" means services given by a Service Provider to
a Buyer or a Seller relating to the trading of Raw Materials and
shall include (but not be limited to) freight broking services;
shipping and carriage of goods; insurance broking and insurance
provision; and Raw Material inspection and provision of sampling
and assaying services.
"Trade Services Confirmation" means a written statement
issued by the Platform confirming the terms of a Services
Contract agreed between a Service Provider and a User.
"User" means a User defined by and registered in accordance
with Clause 3 of a User Agreement.
"User Agreement" means an agreement between Open Mineral
and a User governing, in accordance with its terms:
(i) the access of the User to, and use of, the Platform;
(ii) the relationship between Open Mineral and the User in
connection with the Platform; and
(iii) together with any Raw Materials Contract to be
concluded between Users in accordance with the
provisions of the User Agreement, the contractual
relationship between Users in using the Platform.
"Website" means https://openmineral.com/
3. ACCOUNT REGISTRATION
3.1 In order to access and use the Platform, a Service Provider must
firstly create an account with Open Mineral (the "Platform
Account") via its nominated Authorised Administrator.
3.2 When the Authorised Administrator creates a Platform Account
on behalf of the Service Provider, and each time the Authorised
Administrator adds an Authorised Representative or an
Authorised Operator to the Service Provider's Platform Account,
the Authorised Administrator must:
(i) create a username that is not used by or on behalf of
the Service Provider for any other website or online
service;
(ii) create a password (consisting of at least six characters
that are a combination of letters (both uppercase and
lowercase) and numbers or special characters) that is
not used by or on behalf of the Service Provider for any
other website or online service;
(iii) provide accurate and truthful information as is required
of it on opening of the Platform Account;
(iv) maintain and promptly update its Platform Account
information;
(v) maintain the security of its Platform Account;
(vi) promptly notify Open Mineral if it discovers or
otherwise suspects any suspicious or unauthorised
activity or any security breaches related to its Platform
Account; and
(vii) take responsibility for all activities that occur under its
Platform Account and accept all risks of any authorised
or unauthorised access to its Platform Account.
Each Service Provider is entitled to add any number of Authorised
Personnel to its Platform Account.
Open Mineral may require any Service Provider to change any
username and/or password at any time upon written notice.
3.3 Open Mineral may at any time make changes to the Platform as
it thinks fit in its absolute discretion. Each Service Provider
accepts any period of unavailability of the Platform whilst any
such updates are carried out to the Platform by or on behalf of
Open Mineral.
3.4 Notwithstanding that Open Mineral may monitor the content of the
Platform, each Service Provider acknowledges and agrees that
Open Mineral is under no obligation to do so.
4. USE OF THE PLATFORM: COMPLIANCE WITH LAW AND
REGULATION
4.1 Each Service Provider agrees not to use the Platform in any
manner or for any purpose that could:
(i) interfere with, disrupt, negatively affect or inhibit Users
or other Service Providers from using the Platform;
(ii) damage, disable, overburden or impair the functioning
of the Platform;
(iii) damage or adversely affect the reputation of Open
Mineral and/or the Platform;
(iv) infringe any applicable law or regulation, including
without limitation relating to competition, anti-trust,
sanctions, export control, trade embargo, boycott, anti-
terrorism, foreign trade control, non-proliferation, anti-
money laundering, anti-bribery, defamation or
obscenity.
4.2 It shall be each Service Provider's responsibility to comply with
any legal requirements regarding the use of the Platform of the
respective countries, or the country, from which the User
accesses the Platform. Each Service Provider undertakes not to
engage in any activity that may be harmful to and/or negatively
affect the operation of the Platform, including but not limited to its
servers, software, content, infrastructure, code, availability,
system security, Users or other Service Providers of the Platform.
Specifically, without limitation, the following activities are
prohibited: interference with the Platform's encryption systems,
data transmissions and security systems or bypassing thereof;
distributing, copying or republishing any part of the Platform in any
other channel or medium, whether manually or in an automated
fashion (scraping); uploading any false information; uploading of
viruses, worms or similar software; use of any automated system
to access the Platform if such system produces more traffic or
server requests than manual conventional use; impersonation or
misrepresentation of the Service Provider's identity and its
affiliations; collection of personal information of Users or other
Service Providers such as usernames or IP addresses.
4.3 Where a Services Request is submitted to the Platform, no
Service Provider shall contact or attempt to contact by any means
of communication the User of the Trade Services set out in the
Services Request, or in respect of the same or similar services,
directly or indirectly, other than via the Platform until 30 days after
the Services Request are initially put for tender on the Platform.
If any Service Provider is found to be in breach of this Clause 4.3,
it shall be liable to Open Mineral for any damages incurred on a
full indemnity basis. If Open Mineral believes, in its sole
discretion, that a violation of this Agreement may, or is likely to
occur, or has occurred, Open Mineral reserves the right to
immediately investigate such suspected violation(s).