Platform Terms of Use

Forward Curves · Version 1.0

Important — please read carefully

These terms govern access to and use of the Benchmark Exchange platform and participation in Forward Curves. They are intended for business users acting in a professional capacity. No wet ink signature is required: acceptance is recorded electronically as described below.

1. Introduction and acceptance

1.1 These Benchmark Exchange Platform Terms of Use (the “Platform Terms”) are between Benchmark Mineral Intelligence Limited, a company registered in England and Wales (“Benchmark”, “we”, “us” or “our”), and the individual who registers for, accesses or uses the Platform (“you” or the “Participant”).

1.2 By submitting an application or registration request, signing in, or selecting a button or taking another action where the Platform clearly states that doing so constitutes acceptance of these Platform Terms, you agree to be bound by them. Electronic acceptance has the same effect as a signed agreement. We may require you to reconfirm your acceptance periodically or where these Platform Terms are materially updated.

1.3 These Platform Terms constitute the specific terms applicable to Benchmark Exchange. The Benchmark website terms and conditions (the “Website Terms”) also apply to your use of the website through which the Platform is made available. The Benchmark privacy notice (the “Privacy Notice” ) explains how Benchmark processes personal data in connection with the Platform and does not form part of these Platform Terms. If you or your Organisation has a separate written subscription, supply or licence agreement with Benchmark that expressly covers access to the Platform or an Output (a “Separate Agreement”), that agreement will also apply.

1.4 If there is any conflict between these Platform Terms and the Website Terms in relation to the Platform, these Platform Terms prevail. If there is any conflict between a Separate Agreement and these Platform Terms, the Separate Agreement prevails, except that these Platform Terms continue to apply to your conduct, use of the Platform and any Submission unless the Separate Agreement expressly provides otherwise.

1.5 The Platform is intended only for persons aged 18 or over acting for business or professional purposes. It is not intended for consumers.

2. Definitions

Applicable Laws: All laws, regulations, rules and binding regulatory requirements applicable to you, your Organisation, the Platform, a Submission or an Output, including competition and antitrust, market abuse, insider dealing, confidentiality, intellectual property, data protection, sanctions and anti-bribery laws.
Detailed Output: The approved aggregated statistics made available to eligible Participants and any other users entitled to receive them.
Forward Curves: The participant contributed price expectation surveys made available through the Platform.
Group Company: Any entity that directly or indirectly controls, is controlled by, or is under common control with Benchmark, from time to time.
Methodology: Benchmark’s Forward Curves methodology, as updated from time to time and made available on the Platform or Benchmark’s website. The Methodology describes Benchmark’s general approach to administering Forward Curves but does not form part of these Platform Terms and does not confer any contractual rights on Participants.
Organisation: The business, employer or other entity in connection with which you participate.
Output: Any aggregate, statistic, chart, curve, distribution, summary, correction or other result produced from Submissions.
Platform: The Benchmark Exchange website, application and related systems used to administer Forward Curves.
Submission: Any forecast, value, confirmation, profile information, supporting information or other content submitted through or in connection with the Platform.

3. Eligibility, registration and accounts

3.1 At launch, participation is limited to verified individuals working for active participants in the battery raw materials markets. We may accept, reject, suspend or withdraw an application or account at our discretion, including where we cannot verify eligibility or consider participation inappropriate for legal, compliance, integrity or commercial reasons.

3.2 You must provide accurate, complete and current registration information, including your name, email address, Organisation, role and relevant market activity, and promptly update it if it changes.

3.3 You participate in your individual professional capacity. You confirm that you are entitled to participate and that your participation does not breach any obligation or restriction applicable to you, including any obligation owed to your Organisation. Each Submission represents your own independent professional view of the general market and does not purport to represent an official forecast, position or commercial intention of your Organisation.

3.4 Your account is personal to you. You must keep access credentials secure, must not share them, and must promptly notify us of any suspected unauthorised access or security incident.

3.5 More than one individual from the same Organisation may participate. We may monitor the composition of the contributor pool and may limit, consolidate, weight, exclude or otherwise adjust the treatment of Submissions where reasonably necessary to prevent any Organisation or corporate group from having a disproportionate influence on an Output.

3.6 We may take reasonable steps to verify your identity, role, market activity and eligibility, including by asking you for further information or using information reasonably available to us. We may rely on information provided by you and are not required to conduct independent verification.

4. Nature and status of the Platform

4.1 The Platform is a market intelligence and consensus forecasting service. Participation may be free of charge, but access to certain Outputs may also be governed by a separate paid subscription or licence.

4.2 The Platform is not a securities, commodities or derivatives exchange, regulated market, multilateral trading facility, organised trading facility, swap execution facility, trading venue or prediction market. No order, bid, offer, transaction, contract or tradeable interest is accepted, matched or executed through the Platform.

4.3 Forward Curves and Outputs are not price assessments, benchmarks or indices and are not settlement, reference or valuation prices. They must not be incorporated into or used to determine any amount payable under a contract, financial instrument or derivative, or to value any financial instrument, without our prior written agreement and any further regulatory review we require.

4.4 The Platform, Submissions and Outputs do not constitute investment, trading, hedging, legal, tax, accounting or other professional advice, or a recommendation, offer or solicitation. Benchmark’s status on the FCA Register does not mean that the FCA has approved or endorsed the Platform, any Submission or any Output.

4.5 We do not guarantee that the Platform, any market, grade, tenor, cycle, access level or feature will remain available. Where we introduce a material new feature or materially change the nature or operation of the Platform, we may carry out any further legal, compliance or methodological review we consider appropriate and may introduce additional controls or terms.

5. Submissions and Participant conduct

5.1 Each Submission must be your own independent, honest and good faith professional view of the general market and must comply with these Platform Terms and Applicable Laws.

5.2 You must not discuss, agree, coordinate or align a Submission with another Participant or market participant, and must not use the Platform to communicate or signal future commercial conduct.

5.3 A Submission must not contain or disclose:

(a) inside information, material non public information or any equivalent category under Applicable Laws;
(b) confidential information belonging to your Organisation, a customer, supplier, counterparty or any other person, except for the numerical forecast itself where it represents your own independent professional view and you are entitled to provide it, or additional information expressly requested by Benchmark where you are lawfully entitled to disclose it for this purpose;
(c) personal data that is not necessary for participation; or
(d) information that infringes intellectual property, privacy or other third party rights.

5.4 A Submission may include your independent view of future market prices. It must not, however, disclose specific non-public information about your Organisation’s own intended bids, offers, transaction prices, trading or hedging positions, pricing policy, purchasing or sales strategy, production or capacity decisions, inventory or shipment plans, or other future commercial conduct.

5.5 You must not submit false, misleading, duplicate, automated, selectively distorted or strategically extreme information, or otherwise attempt to manipulate an Output, a Benchmark price assessment, any market or the conduct of another person.

5.6 You must not use the Platform or any Output to coordinate, align, stabilise or signal pricing, output, capacity, inventory, supply, purchasing, sales, trading or other competitive conduct with any other person.

5.7 You must review the information before submitting it. If you later identify an error or become aware that a Submission may breach these Platform Terms, you must notify us immediately and, where the survey remains open, correct or withdraw it through the Platform if that functionality is available.

5.8 By making or amending a Submission, you confirm that the Submission complies with this clause 5, including that it represents your independent and good-faith professional view, has not been coordinated with another Participant and does not contain prohibited confidential, inside or material non-public information or disclose specific non-public information about your Organisation’s intended commercial conduct. We may rely on this confirmation. You remain responsible for the lawfulness, accuracy and content of each Submission.

6. Validation, methodology and compliance controls

6.1 We administer Forward Curves under the Methodology, which covers eligibility, survey windows, validation, outlier review, aggregation, publication thresholds, access and corrections. The Methodology does not confer any rights on Participants beyond those expressly set out in these Platform Terms.

6.2 We may review, flag, query, retain, exclude, consolidate, suppress or otherwise treat a Submission. A statistical flag does not automatically result in exclusion, and an unusual value is not excluded merely because it differs from the consensus.

6.3 We will not amend a numerical Submission without confirmation from the Participant. We may retain or exclude a Submission without first contacting the Participant. Where we seek clarification, we may exclude the Submission if confirmation is not received within the time reasonably required for the relevant survey cycle.

6.4 We may require additional Submissions, suppress a statistic or withhold an Output where the applicable participation threshold or our contributor composition, market concentration, distribution, confidentiality, integrity or other publication requirements are not met.

6.5 Where there is a reasonable basis to suspect inside information, material non public information, information that cannot lawfully be used, manipulation, attempted manipulation or coordination, we may restrict access, quarantine the Submission, investigate, preserve relevant records and refer the matter to Legal, Compliance, an auditor, an insurer, a regulator, law enforcement authority or other competent authority as appropriate.

6.6 We may suspend or discontinue a survey cycle, correct or withdraw an Output, or take any other action reasonably necessary to protect the integrity of the Platform, our price assessment activities, market integrity, our users or our legal and regulatory position.

6.7 Our validation, exclusion, suppression, correction and publication decisions are final, subject to any correction or complaints process made available by Benchmark.

6.8 Forward Curve Submissions are governed separately from our price assessment data. They are forward looking opinions, are not transactions, bids or offers, and do not automatically or routinely transfer into, determine, adjust or corroborate a current Benchmark price assessment.

7. Results, access and publication

7.1 No Participant may see the developing consensus or their position relative to it while a survey remains open.

7.2 After the survey closes, Submissions are validated and reviewed before an Output is approved for release. Release is not automatic and may be delayed or withheld.

7.3 The Detailed Output is released simultaneously to all eligible Participants and any other users entitled to receive it within the relevant access group. We do not provide ad hoc or selective early disclosure to individual Participants.

7.4 A mean or other simpler summary may be published more widely at a later time under the publication timetable stated on the Platform or otherwise communicated by Benchmark.

7.5 Submitting does not guarantee that an Output will be produced, that every statistic will be shown, or that you will retain access. Access may depend on eligibility, compliance, participation, the relevant access level and satisfaction of publication thresholds.

7.6 An Output may be corrected, republished, withdrawn or marked unavailable if it is materially incorrect, if a data integrity concern is identified, or if continued publication could create a legal, regulatory or confidentiality risk.

8. Rights in Submissions and Outputs

8.1 As between you and Benchmark, you retain any intellectual property rights you have in your Submission. You grant Benchmark and its Group Companies a worldwide, perpetual, irrevocable, royalty free, transferable and sublicensable licence to collect, host, store, copy, validate, analyse, combine, normalise, aggregate, anonymise, pseudonymise, correct, exclude, publish, distribute and otherwise use the Submission for operating, auditing, protecting, developing and evidencing the Platform and Outputs, complying with Applicable Laws and defending legal or regulatory matters.

8.2 We may disclose identifiable Submissions and related records on a need to know basis to authorised staff, Group Companies, service providers, auditors, professional advisers, insurers, regulators, courts, law enforcement bodies and other competent authorities, subject to appropriate confidentiality or legal requirements where applicable.

8.3 We may publish and distribute anonymised and aggregated information derived from Submissions. Withdrawal from the Platform does not require us to withdraw or restate an Output already published or to delete records we reasonably need for legal, compliance, audit, security or dispute purposes.

8.4 All intellectual property rights in the Platform, Methodology and Outputs, including the selection, arrangement, presentation and database rights, belong to Benchmark or its licensors.

9. Permitted use and restrictions

9.1 Subject to these Platform Terms and any applicable subscription terms, you may use an Output solely for your own professional purposes or internal business purposes, subject to any access restrictions applicable to the Output. No right is granted to provide an Output to clients, counterparties or other third parties.

9.2 You must not copy, publish, redistribute, sell, sublicense, transmit, display or otherwise make any Output available outside the permitted access group, except with our prior written consent or where required by law.

9.3 You must not use an Output as a settlement, reference or valuation price, incorporate it into any contract, financial instrument or derivative, or describe it as a Benchmark price assessment, benchmark, index or official Benchmark forecast, without our prior written agreement.

9.4 You must not scrape, mine, systematically extract, cache or harvest the Platform or any Output, or use it to develop, train, fine tune, test, validate, benchmark or otherwise improve any artificial intelligence, machine learning or automated pricing system without our prior written consent.

9.5 You must not attempt to identify another Participant, infer or reverse engineer an individual Submission, circumvent suppression or access controls, or combine an Output with other information for that purpose.

9.6 You must not use the Platform or any Output to build or support a competing data, forecasting, benchmarking, pricing or information exchange product or service.

9.7 You must use reasonable security measures to protect your account and any non public Output and must promptly notify us of any unauthorised disclosure or misuse.

10. Confidentiality, monitoring and privacy

10.1 We will treat identifiable Submissions as confidential and restrict access to authorised persons, subject to our rights of use and disclosure under these Platform Terms and as explained in the Privacy Notice. Confidentiality does not prevent disclosure required by law, a court, regulator or competent authority.

10.2 You must keep non public Outputs, access arrangements and any information about other Participants confidential and must not use or disclose them except as permitted by these Platform Terms.

10.3 We process personal data in accordance with the Privacy Notice . This includes linking your identity and account to your Submissions for eligibility, validation, data integrity, compliance, audit and security purposes, even though published Outputs are anonymised and aggregated.

10.4 We may monitor access, usage, account activity, amendments, submission patterns and audit logs to protect the Platform, detect duplication, manipulation, coordination, misuse and security incidents, enforce these Platform Terms and comply with Applicable Laws.

10.5 We use reasonable technical and organisational measures, but no online service is completely secure or continuously available. You use the Platform at your own risk and must not submit information that these Platform Terms prohibit.

11. Suspension, withdrawal and termination

11.1 We may immediately restrict, suspend or terminate your access, exclude a Submission or remove you from a cycle if: (a) you breach these Platform Terms; (b) we suspect manipulation, coordination, unlawful disclosure, misuse or a security risk; (c) your eligibility cannot be verified or we reasonably believe that you are not entitled to participate; (d) continued access could prejudice the Platform, an Output, our price assessment activities, another person or our legal, regulatory or insurance position; or (e) we are required or advised to do so by law, a regulator, an insurer or a competent authority.

11.2 Where appropriate, we may suspend or restrict other accounts associated with the same Organisation or corporate group pending investigation.

11.3 You may withdraw from the Platform at any time by following the available account process or contacting us. Withdrawal does not affect accrued rights, previous breaches, existing investigations, or our rights to retain and use Submissions and records as stated in these Platform Terms and the Privacy Notice.

11.4 On termination or withdrawal, your right to access the Platform and non public Outputs ends immediately, unless separate subscription terms state otherwise. Clauses intended by their nature to survive will continue, including clauses 5, 8, 9, 10, 12, 13, 14 and 16.

12. Disclaimers and warranties

12.1 The Platform and Outputs are provided “as is” and “as available”. To the fullest extent permitted by law, we exclude all express, implied and statutory conditions, warranties and representations, including as to availability, accuracy, completeness, timeliness, representativeness, merchantability, fitness for purpose and non infringement.

12.2 Outputs are derived from participant opinions and may be incomplete, incorrect, volatile, unrepresentative or affected by contributor composition, market conditions, methodology choices, exclusions and errors. Past forecasting accuracy is not a guarantee of future performance.

12.3 You are solely responsible for your decisions and for obtaining independent advice. You must not rely on an Output as the sole or principal basis for any trading, investment, hedging, procurement, sales, production, financing, valuation or other decision.

12.4 Nothing in these Platform Terms creates a fiduciary, advisory, agency, partnership, joint venture, exchange membership or trade association relationship between Benchmark and any Participant, or between Participants.

13. Limitation of liability

13.1 Nothing in these Platform Terms excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, wilful misconduct, or any liability that cannot lawfully be excluded or limited.

13.2 Subject to clause 13.1, Benchmark and its Group Companies will not be liable in contract, tort (including negligence), breach of statutory duty or otherwise for any indirect, consequential, special or punitive loss, or any loss of profit, revenue, business, opportunity, anticipated savings, goodwill, reputation, data, trading position or investment value arising out of or in connection with the Platform, a Submission or an Output.

13.3 Subject to clause 13.1, Benchmark’s total aggregate liability arising out of or in connection with the Platform, these Platform Terms, all Submissions and all Outputs will not exceed the greater of: (a) £1,000; and (b) the fees specifically paid to Benchmark for access to the Platform during the 12 months preceding the event giving rise to the claim.

13.4 Benchmark is not liable for: (a) information supplied by a Participant or third party; (b) any decision to exclude, suppress, delay, correct, withdraw or not publish an Output; (c) interruption, suspension, loss of access or security incidents beyond our reasonable control; or (d) any use of an Output contrary to these Platform Terms.

14. Indemnity

14.1 You will indemnify Benchmark and its Group Companies against claims, investigations, proceedings, liabilities, losses and reasonable professional costs to the extent directly arising from: (a) your material breach of clauses 3.3, 5.2, 5.4, 5.5, 5.6, 9 or 10.2; (b) your knowing or reckless disclosure through the Platform of information prohibited by clause 5.3; (c) your fraud or wilful misconduct in connection with the Platform or a Submission; or (d) a claim that content supplied by you through the Platform infringes a third party's intellectual property rights.

14.2 This indemnity does not apply merely because a Submission proves inaccurate, is excluded from an Output or does not reflect the official position or commercial intention of your Organisation. It also does not apply to the extent that the relevant claim, investigation, proceeding or loss results from an act or omission of Benchmark or its Group Companies. Benchmark will take reasonable steps to mitigate any loss for which it seeks recovery under this clause.

15. Changes and communications

15.1 We may amend these Platform Terms, access levels or Platform rules from time to time. We will provide reasonable notice of a material change where appropriate, but may make an immediate change where required for legal, regulatory, security or integrity reasons.

15.2 We may require you to accept an updated version through the Platform. Continued use after the effective date of an update constitutes acceptance where permitted by law.

15.3 We may send operational, compliance, security and account communications by email or through the Platform. You must keep your contact details current.

16. General and governing law

16.1 These Platform Terms constitute the agreement governing your access to and use of the Platform and supersede prior statements about that use, subject to the Website Terms and any Separate Agreement as set out in clauses 1.3 and 1.4. The Privacy Notice does not form part of the agreement.

16.2 You may not assign, transfer or sublicense any right or obligation under these Platform Terms. We may assign or transfer them to a Group Company or in connection with a reorganisation, sale or transfer of our business or assets.

16.3 If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in effect.

16.4 A failure or delay in exercising a right is not a waiver. Rights and remedies are cumulative.

16.5 A person who is not a party to these Platform Terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.

16.6 We are not liable for delay or failure caused by events beyond our reasonable control, including outages, cyber incidents, acts of government, natural disasters, industrial disputes or failures of third party infrastructure.

16.7 These Platform Terms and any non contractual dispute or claim arising out of or in connection with them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Contact

Questions about these Platform Terms: solufunwa@benchmarkminerals.com
Compliance concerns or complaints: complaints@benchmarkminerals.com