d-cyphaTrade

WARNING
Permission to use this electricity futures market data is conditional upon you, the licensee, agreeing to the terms set out below in this Agreement. By clicking the "I Accept" at the end of the terms, you confirm that you have read and accepted the terms. Acceptance will bind you and all of your employees, subcontractors, and agents, to the terms.
If you do not unconditionally accept the terms, you must not click .I Accept., you must not use the data, and you must return or destroy all copies thereof in your possession or control.

LICENCE

1. d-cyphaTrade grants to the Customer a non-exclusive, non-transferable licence to use the electricity futures market data on the following basis:

a) the Customer may use the electricity futures market data for its own internal information purposes only;

b) the Customer may print hard copies, and electronically store copies, of the electricity futures market data to the extent necessary for its own internal information purposes; and

c) the Customer will ensure all copyright, trademark and other proprietary notices and all disclaimers are retained in any copies of any Electricity futures market data produced under clause 1(b).

2. Except as expressly set out in clause 1, the Customer may not sell, sub-license, license, assign, make available, distribute, display, or transmit any electricity futures market data to any person, or commercially exploit any electricity futures market data, except to the extent that customer otherwise has rights to that electricity futures market data (for example, pursuant to a separate agreement with the owner of the electricity futures market data).

INTELLECTUAL PROPERTY

3. The parties agree that the electricity futures market data and all Intellectual Property in the electricity futures market data are owned by d-cyphaTrade or its third party licensors.

WARRANTIES, LIABILITY AND INDEMNITIES

4. d-cyphaTrade shall carry out its obligations under this agreement to the best of its knowledge and experience, using due diligence and care, and at all times exercising that degree of skill, competence and professionalism which would be reasonably expected. d-cyphaTrade shall use its reasonable endeavours to ensure that the electricity futures market data are accurate and fit for the purpose for which it is being supplied. Notwithstanding the foregoing, the Customer acknowledges that because the electricity futures market data are provided by d-cyphaTrade and third parties, the electricity futures market data may be unavailable or inaccurate.

5. Except as expressly set out in this agreement or to the extent any warranty, representation or guarantee implied by law cannot be excluded, d-cyphaTrade makes no warranties, representations or guarantees in relation to the electricity futures market data, and (without limiting the above) d-cyphaTrade gives no warranty or assurance that the electricity futures market data will be accurate, complete or current.

6. To the fullest extent permissible under law and subject to clause 10, d-cyphaTrade will not be liable to the Customer or any third party for any damages, losses or expenses (including any indirect, consequential or punitive losses or damages or any amounts for loss of income or profits) of any kind (arising in contract, tort or otherwise) suffered or incurred:

a) as a result of any failure of the electricity futures market data to be available, current, accurate, complete, or fit for any particular purpose;

b) in connection with the Customer's use of, inability to use, or reliance on, the electricity futures market data;

c) as a result of d-cyphaTrade failing to provide any electricity futures market data; and/or

d) as a result of any act or omission by the Customer.

7. If for any reason d-cyphaTrade or any of d-cyphaTrade.s Related Parties are liable to the Customer, notwithstanding the limitations and exclusions, and disclaimers, of liability set out in this agreement, the maximum total liability of d-cyphaTrade and d-cyphaTrade.s Related Parties to the Customer under or in connection with this agreement (whether in contract, tort or otherwise) for all events and breaches of this agreement is limited to the Fees paid by the Customer during the Term.

8. The limitations and exclusions, and disclaimers, of liability set out in this agreement (including clauses 5 to 7 (inclusive)) will also operate for the benefit of, and may be enforced by the Related Parties.

9. Subject to clause 10, the Customer indemnifies d-cyphaTrade against any cost, expense, loss or damage suffered or incurred by d-cyphaTrade as a result of a claim by a third party as a result of a breach by the Customer of its obligations under this agreement.

FORCE MAJEURE EVENT

10. An obligation of a party under this agreement will be suspended during the time and to the extent the party is prevented from or delayed in complying with that obligation by a Force Majeure Event ("Affected Party").

11. The Affected Party must notify the other party of the details of the Force Majeure Event and use reasonable endeavours to minimise the effects of it.

12. If a delay or failure by a party to perform its obligations due to a Force Majeure Event exceeds 20 Business Days', either party may immediately terminate this agreement by giving the other party written notice of termination.

GENERAL

13. This agreement records the entire arrangement between the parties relating to the matters dealt with in this agreement and supersedes all previous arrangements, understandings or representations whether written, oral or both, relating to these matters.

14. This agreement is governed by the laws of Australia. The parties submit to the non-exclusive jurisdiction of the Australian courts in respect of all matters relating to this agreement.

15. The Customer may not transfer or assign any of its obligations or rights under this agreement without the prior written consent of d-cyphaTrade. d-cyphaTrade may transfer or assign its rights and obligations under this agreement to a related company of d-cyphaTrade.

16. If any provision of this agreement is or becomes invalid or unenforceable, that provision will be deemed deleted from this agreement. The invalidity or unenforceability of that provision will not affect the other provisions of this agreement, all of which will remain in full force and effect to the extent permitted by law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provision.

17. Any waiver by either party of any of its rights or remedies under this agreement will be effective only if it is recorded in writing, and signed by a duly authorised senior representative of that party.

18. The rights, powers and remedies provided in this agreement are cumulative and not exclusive of any rights, powers or remedies provided by law.

19. Except as expressly set out in this agreement, no amendment to this agreement will be effective unless it is agreed in writing and executed by both parties.

20. In this agreement the following terms have the meanings set out below unless the context indicates otherwise:

"Electricity futures market data" means the various datasets provided via the d-cyphaTrade online Data Centre, (secure or unsecured) FTP or any other medium, by d-cyphaTrade or any Related Parties of d-cyphaTrade;

"Intellectual Property" means copyright, all rights in relation to inventions, patents, registered and unregistered trade marks (including logos), registered and unregistered designs, domain names, rights in computer software and databases, circuit layouts, confidential information, and all other intellectual property rights anywhere in the world;

"Related Parties" means all and any employees, agents, licensors (including in respect of d-cyphaTrade, EMS), suppliers, contractors, and related companies of the relevant party;

21. Unless the context indicates otherwise:

a) expressions defined in these General Terms and Conditions have the same meaning throughout this agreement;

b) clause, part, section and other headings are for ease of reference only and will not affect the interpretation of this agreement;

c) any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done;

d) wherever the words "includes" or "including" (or any similar words) are used, they are deemed to be followed by the words "without limitation";

e) all monetary amounts stated are in Australian currency;

f) where the context permits, the singular includes the plural and vice versa;

g) references to "parties" are references to parties to this agreement;

h) references to clauses, parts and sections are references to the clauses, parts and sections in this agreement (unless otherwise stated);

i) references to "persons" include references to individuals, companies, corporations, partnerships, firms, joint ventures, associations, trusts, organisations, governmental or other regulatory bodies or authorities or other entities, in each case whether or not having separate legal personality; and

j) references to any statutory provision include any statutory provision which amends or replaces it, and any subordinate legislation made under it.