1. Acceptance of Terms
- This document sets out the terms and conditions (Terms) on which you (You or Your) may access and use the Extract website (the Website) located at https://extract.herbertsmithfreehills.com.
- There are some key issues and preliminary documents relevant to the progression of an early stage mining exploration or development project. The Website has been designed by Us to inform emerging mining and exploration companies of those key issues and show them what some preliminary documents might look like. The Website comprises basic versions of preliminary documents and information sheets and other related content (collectively, Contents).
- The Website and the Contents are intended for use only by You, on behalf of the entity which You represent. You must cease using the Website and the Contents when You no longer represent that entity.
- If You are an emerging mining and exploration company, You may request access to the Website and the Contents by contacting Our team via the Website by email at firstname.lastname@example.org. We reserve the right to not grant You access to the Website at Our discretion.
- These Terms apply in addition to any other terms and conditions to which You are subject in relation to the Website and the Contents, including:
- (collectively, Other Terms).
- In the event of any inconsistency between these Terms and the Other Terms, these Terms will prevail to the extent of the inconsistency.
- By accessing or using the Website and the Contents, You accept and agree to these Terms without any limitation or qualification. These Terms constitute a legally binding agreement between You, the entity which You represent and Herbert Smith Freehills, an Australian partnership ABN 98 773 882 646, Herbert Smith Freehills LLP, a limited liability partnership incorporated in England & Wales with registered number OC310989, and all affiliated businesses and firms (but not any firm with whom we have an association or alliance) (We, Us or Our).
- You warrant to Us that You have the authority to enter into these Terms. As You are also accepting these Terms on the behalf of the entity which You represent, You warrant to Us that You have the authority to bind that entity to these Terms as though the terms “You” and “Your” also apply to that entity.
2. Changes to the Terms
- We may change these Terms from time to time by bringing the changed Terms to Your attention when You next use the Website and the Contents.
- By You continuing to use the Website and the Contents, such changed Terms will apply from that point forward.
3. Using the Website and the Contents
- The Website and the Contents are only accessible to You if You have “logged in” by providing Your username and password on the log-in and/or authentication page of the Website (this information is Your Login).
- You must not provide details of Your Login to any other person. You must not allow any other person to use Your Login.
- You acknowledge that You are solely responsible for all activity that occurs on Your account / under Your Login.
4. General responsibilities
- You are responsible for:
- all of Your activity on and in connection with the Website and the Contents; and
- what You access on the Website and the Contents, how You interpret or use the Website and the Contents, and any actions You may take as a result of the Website and the Contents.
- You remain responsible for any breach of contract or infringement of any intellectual property or other rights of any third party in connection with Your use of the Website and the Contents.
- We reserve the right to access, read, preserve and disclose any information as We reasonably believe is necessary to:
- satisfy any law or regulation;
- enforce these Terms, including investigation of potential violations of these Terms;
- detect, prevent or otherwise address fraud, security, or technical issues; or
- respond to support issues.
- The contents of the Website and the Contents were developed to be current at the date or dates of publication set out in the Website and the Contents, and are for reference purposes only. They do not constitute legal advice and cannot be relied upon as such.
5. Privacy and use of data
- We may collect personal information including Your name, contact details and details of your interactions with Us, the Website and the Contents. If You are Our existing client and You have previously engaged Us for legal services, We may combine Our profile information with information We collect in connection with Your use of the Website and the Contents.
- We may collect, use and disclose Your personal information to provide, administer, improve and personalise Our products and services (including the Website and the Contents), identify You, protect Our lawful interests and deal with Your concerns. We may not be able to do these things without Your personal information.
- We may exchange Your personal information with Our offices, branches, subsidiaries and associated firms and with Our service providers that assist Us with archival, auditing, accounting, customer contact, legal, business consulting, banking, payment, delivery, data processing, data analysis, information broking, research, investigation, website or technology services. These parties may be located in different countries, including the countries where We have offices. While such third parties will often be subject to privacy and confidentiality obligations, You accept that where lawful such obligations may differ from and be less stringent than the requirements of the privacy laws of Your jurisdiction. In those cases We are not responsible for imposing the laws of Your jurisdiction, and You may not be able to seek redress under those laws. Our office locations include Australia, UK, Ireland, Germany, Belgium, Qatar, Indonesia, Spain, Russia, USA, France, South Korea, United Arab Emirates, Thailand, China (including Hong Kong), Singapore and Japan.
6. Your use of the Website and the Contents
- All rights in the Website and the Contents, including without limitation copyright in the Website and the Contents and Our trademarks, are owned or licensed by Us, and nothing in these Terms transfers any such rights to You.
- “Herbert Smith Freehills” and the Herbert Smith Freehills logo are trade marks owned or licensed by Us.
- We grant You a limited, non-exclusive, personal, royalty free licence to use, reproduce, modify and adapt the Contents solely for the internal business purposes of the entity which You represent.
- You must not:
- remove, alter or conceal any copyright, trade mark or other proprietary rights notice incorporated in or accompanying the Website or the Contents;
- transfer any part of the Website or the Contents to any person, other than as strictly necessary for You to make use of the Contents in accordance with paragraph (c) above;
- reproduce, modify, adapt, perform, display or otherwise exploit the Website or the Contents other than as permitted in paragraph (c) above;
- without limiting paragraph (3), reproduce, exploit or use any part of Website or the Contents for the purpose of re-sale, to offer or make available products or services similar to the Website or the Contents, or for any other similar purpose; or
- make available any part of the Website or the Contents on any other website.
You must not:
- submit, or use the Website to send, any unauthorized commercial communications (such as spam);
- access the Website and the Contents using automated means;
- upload viruses or other malicious code to the Website;
- bypass any measure We may use to prevent or restrict access to the Website and the Contents;
- decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying algorithms of any part of the Website;
- create derivative works of any part of the Website and the Contents;
- rent, lease, lend, sell, transfer, redistribute, or sublicense the Website and the Contents;
- not do anything that could disable, overburden, or impair the proper working of the Website, such as a denial of service attack;
- let anyone else access Your account for the Website and the Contents.
- You may stop using the Website and the Contents at any time for any reason, without notice to Us.
- We may terminate, disable, block or suspend Your access to the Website and the Contents:
- immediately, if You breach, or We suspect on reasonable grounds that You have breached, these Terms or any Other Terms; or
- on 7 days’ notice to You, at any other time for any other reason.
- All provisions which by their nature survive termination, including clauses 4, 5, 6 and 10, will survive termination of these Terms.
9. Your consumer rights
- Nothing in these Terms is intended to exclude, restrict or modify rights which You may have under any law (including in Australia, the Australian Consumer Law) which may not be excluded, restricted or modified by agreement (Your Consumer Rights). You can find out more about Your Consumer Rights from consumer organisations and bodies such as the Australian Competition and Consumer Commission and Australian State/Territory fair trading authorities.
- If these Terms are governed by the Australian Consumer Law, Our liability to You for failure to comply with a consumer guarantee in respect of any services is limited to the re-supply of the services or payment for such re-supply.
- If You suffer any loss in connection with the Website and the Contents, You must take all reasonable steps to minimise Your loss, including notifying Us without delay if there are steps We can take to help minimise Your loss.
- Subject to Your Consumer Rights, We are not liable:
- for any loss that was not reasonably foreseeable to You and Us; and
- to the extent that Your loss was contributed to by You or any other matter outside of Our reasonable control.
- The Website and the Contents are provided for reference purposes only. While We acknowledge that You may use the Website and the Contents as permitted under clause 6, they do not constitute legal advice and cannot be relied upon as such. Legal advice about Your specific circumstances should always be sought separately before taking any action based on the Website and the Contents.
- While We have undertaken reasonable steps to ensure that the information on the Website and the Contents is accurate and free from defect, the information may at times be out of date or include omissions, inaccuracies or other errors, for which We are not responsible.
- We have no fiduciary relationship with the You in relation to the Website and the Contents and We make no express or implied representation to You in relation to the Website and the Contents.
- Neither We nor any employee, agent or contractor is liable to You or any other person in respect of any cause of action, including negligence, arising in connection with the Website and the Contents.
- If You choose to instruct Us in relation to Your specific project We will undertake Our standard new business intake review process. If We accept Your instructions, We will enter a separate agreement to provide You with tailored legal advice, subject to Our standard terms of engagement.
- You acknowledge that Your access to and use of the Website and the Contents does not prevent Us from providing legal services to any other parties in any circumstances, including in circumstances in which Our client is a counterparty to a transaction or a dispute, in relation to which You have used the Website and the Contents.
- Since electronic services are subject to interruption, breakdown and failure, access to the Website and the Contents is offered on an ‘as is’ and ‘as available’ basis only. If You are unable to access the Website or the Contents, please contact Our Web Services Support team in London at email@example.com.
11. Third party tools
Certain tools, devices, software programs or other features (Tools) available on or through the Website may be provided by third parties. These Tools are not Our Tools and are provided or made available as a convenience to You. These Tools are not operated by Us and We are not responsible for examining or evaluating the content, availability, accuracy, adequacy, timeliness, validity, copyright compliance, legality, decency, quality, completeness or any other aspect of these Tools.
- You acknowledge that We (not any other party) are responsible for the Website and the Contents in accordance with these Terms. Both You and We acknowledge that We (not any other party) are responsible for providing any maintenance and support services for, and addressing complaints in relation to, the Website and the Contents.
- You represent and warrant that You are not:
- located in a country that is subject to a US government embargo, or that has been designated by the US government as a "terrorist supporting" country; or
- listed on any US government list of prohibited or restricted parties.
- If any provision of these Terms is invalid under the law of any jurisdiction, that provision is enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable terms or not.
- These Terms are governed by the laws of New South Wales, Australia. The courts of New South Wales, Australia (and the courts of appeal from them) have exclusive jurisdiction to resolve any disputes arising under or in connection with these Terms.
- If We fail to enforce any of Our rights under these Terms, that does not mean We waive those rights. If You fail to enforce any of Your rights under these Terms, that does not mean You waive those rights.
- These Terms are personal to You and You may not assign or otherwise transfer any rights under these Terms without Our prior written consent. We may assign or otherwise transfer Our rights and obligations under these Terms as We require.
- These Terms govern any updates provided by Us that replace and/or supplement the original Website and the Contents, unless such update is accompanied by separate terms, in which case those terms will govern the update.
If You have any questions or complaints about the Website and the Contents, please contact Our team by email at firstname.lastname@example.org.