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Disclaimer

The Willis Team Collaboration Service ("System") is an electronic information system designed for use by clients and business contacts of Willis.You should access the System periodically in order to review any such changes.

 All use of the System is subject to these Terms of Use, including the LIMITATION OF LIABILITY set out at clause 15 below. Please read these Terms of Use carefully. If you do not agree to be bound by these Terms of Use, you should cease using the System immediately. From time to time Willis may deem it necessary to revise these Terms of Use.

From time to time Willis may deem it necessary to revise these Terms of Use. You should access the System periodically in order to review any such changes. 

In these Terms of Use:

"Content" shall mean any data posted by you or any other users other than Willis onto the System

"Willis" shall mean Willis Limited of 51 Lime Street, London EC3M 7DQ.

 1. Authorisation

1.1 The System may be used only by persons who have been issued by Willis with written authority, including a user name and password, for access to the System. Willis may from time to time issue you with an updated password. If you have not received written authority from Willis to use the System, you must exit the System immediately. Where your authorisation specifies a location from which access may be made, access shall be made only from that location.

1.2 You shall keep your password confidential at all times and use all reasonable endeavours to prevent unauthorised access to the System. You shall promptly inform us if you leave your employment or service, or if the nature of your employment or service changes so that you should no longer have access to the System.

1.3 Below you will find a number of terms and conditions which are required by ratings or investor services agencies to be accepted by all users of the System (referred to together as "the Agencies' Terms and Conditions") who will access the Market Security service within the System. Use of the System to access the Market Security service within the System by any person (whether or not authorised to make such use) shall automatically constitute full and binding acceptance of the Agencies' Terms and Conditions. If you do not agree to be bound by such Agencies' Terms and Conditions you may not use the System to access the Market Security service within the System and you should cease using the System immediately.

 2. Proper Use

2.1 You are permitted to use the System only to submit content, view, copy and print-out materials from the System.

2.2 You will only use the System in the course of your normal internal business activities and not for private, personal reasons and not for the benefit of any third party.

2.3 You will not hack or attempt to hack against or inside the System, inject any form of computer viral material or any other detrimental substance into the System or perform any unauthorised activities against or inside the System.

2.4 No part of the System may be reproduced or stored on any other system or included in any public or private electronic retrieval system or services without Willis' prior written consent.

 3. Content

3.1 You must observe any standards specified by Willis for the format, content or mode of transmission of messages and for the use of Internet browsers.

3.2 You must ensure that you have obtained all necessary licences and consents for any content you post onto the System. Willis shall not be responsible for the content of material submitted by you or any other person for use on the System and shall not be deemed to be the author, publisher or distributor of any such material. Willis makes no representations or warranties as to the content of the System. You should verify the accuracy of all content not provided by you and other third parties before relying on it.

3.3 You must ensure that no content which you post onto the System contains any pornographic, obscene, offensive, indecent, abusive, menacing, unlawful, blasphemous materials or constitutes or may constitute an invasion of any person's privacy, an infringement of any person's intellectual property or other rights, contravenes data protection legislation or is or contains any material which is or may be considered defamatory, a malicious falsehood or seditions libel, a contempt of court, or anything which is likely to incite or be capable of inciting violence, racial hatred, sadism, cruelty or which may encourage any unlawful or illegal act or omission.

3.4 Willis shall fully co-operate with any law enforcement authorities or court order requesting or directing Willis to disclose the identity or locate anyone posting any material in breach of any of the provisions of this clause 3.

3.5 Willis reserves the right, at any time and from time to time, to remove from the System any content if it appears that by posting such content you have breached the provisions of clause 3.3 above, provided that Willis accepts no liability to monitor any content posted on the System.

 4. Nature of service

The System is designed for sharing information and communication only. No products or services to which it may make reference and no statements contained on it constitute either an offer or an invitation to treat. Anyone reading this site is recommended to seek specific advice from a suitably qualified person before dealing with any situation which may be covered by any information contained in any part of this site or before embarking on any course of action. The material on this site is given for general information purpose only and does not constitute legal or professional advice. The views of contributors to this site are not necessary those of the Service Provider or any other member of the Willis Group of companies with whom you may deal.

 5. Confidentiality, privacy and data protection

5.1 No details of the System which are not publicly available shall be disclosed by you to any third party without the prior written consent of Willis. All content shall be kept strictly confidential and shall not be disclosed to any third party without the written consent of Willis except as may be strictly necessary for the purposes of the proper use of the System. Users must take all reasonable steps to ensure the confidentiality and security of all messages and transmissions, including implementing up-to-date firewalls.

5.2 Willis may collect information about your usage of the System as well as information about you from content you post on the System. Such information will enable Willis to provide you with access to all parts of the System and where applicable, supply the services you have requested. In particular, we may use your information to notify you about important changes and developments to the System.

5.3 Information which you provide to us, including content, may be held on our computers in the USA and other countries outside of the EEA may be accessed by third parties some of whom are located in the USA and other countries outside of the EEA in order to assist us in providing the System to you.

5.4 In making the System available to you and operating the System Willis shall at all times comply with the provisions of the Data Protection Act 1998 as amended from to time ("DPA").

5.5 You warrant that, in respect of any personal data forming part of any content posted by you on the System, all such personal data has been collected and processed in accordance with the DPA, including, without limitation, any obligation to contain consent from the Data Subject (as defined in the DPA) and you shall indemnify Willis for any loss or damage which may arise, directly or indirectly, as a result of your failure to comply with any obligation under the DPA.

5.6 In respect of any personal data posted on the System, you shall be the Data Controller and Willis shall be Data Processor (both terms as defined in the DPA)

 6. Compliance with legislation

You must comply with all relevant legislation in each country and state from which you access the System or which may have jurisdiction over the use of the System. If access from any country or state would render use or provision of the System unlawful (either on the part of the user or Willis) then such access must not be attempted.

 

 

7. Intellectual property

All intellectual property rights in the System and the content of all services comprised within the System are owned by the Service Provider. Where information is reproduced by the Service Provider from information, reports, opinions or data provided to it by any rating agencies or any investor services agencies, any copyright and other intellectual property rights in such which are owned by those agencies shall remain vested in those agencies. You are granted a licence to use the System solely as an information and communication service and not as an advisory service. You acknowledge that this licence may be withdrawn immediately in the case of any use in contravention of these terms. You shall ensure that you have unrestricted rights to deal with all content supplied by you to use on the System and that no licence shall be required by any person who has been granted access to Willis Online to download that data for use on their own systems. The Service Provider may reproduce for the purposes of its business and the business of any of its associated or subsidiary companies any data supplied by users and may store such data without limit of time. Any information placed in the shared "Forum" areas of Willis Online may be shared throughout the Willis Online community. With regard to all messages and documents placed in the private areas of Willis Online no data may be shared without express written agreement obtained in advance from all parties except where such data is used to create a backup.

 8. Changes

The System is constantly subject to development and improvement. Willis may make changes to the design of the System or to any of the services comprised within the System at any time.

 9. Payment and VAT

Your access to the System is conditional on your compliance with these Terms of Use and payment in advance of any applicable access fees (as may be notified to You by Willis from time to time). Willis may terminate your access to the System on written notice if these fees are not paid when requested by Willis. Any periodic fees shall be subject to review.

All sums payable under this Agreement (or any separate agreement as to fees or costs) ("the Sums") are exclusive of VAT or any other applicable tax or duty payable upon such Sums, which shall be added to the Sums (if applicable) at the rate prevailing at the relevant tax point. Any VAT, duty or tax payable shall be payable by the party responsible for paying the Sum upon which such VAT, duty or tax is charged. For the avoidance of doubt, this provision shall apply also to any VAT, duty or tax assessed as due retrospectively.

"Value Added Tax" or "VAT" means Value Added Tax charged in accordance with the Value Added Tax Act 1994 (as amended) and all rules and regulations made under that Act together with any related interest penalties, fines and charges

 10. Links to/from other websites

10.1 Links to third party websites are provided solely for your convenience. If you use any of these links to access those websites, you will exit the System. Willis has not reviewed all of these third party websites and does not control and is not responsible for such websites or their content or their availability. Willis makes no representations nor does it endorse any such websites. You access such websites entirely at your own risk.

10.2 You agree that you will not create, post display, publish or distribute any link to any page of the System for any purpose without the prior written consent of Willis.

 11. Records

Willis will comply with reasonable requests from authorised users for copies of documents concerning them which are held on the System, subject to its right to levy a reasonable charge in relation thereto but advises you that you should always maintain a written copy of any content as Willis cannot guarantee the length of time for which it shall maintain copies of such documents, or that it shall provide the System.

 12. Suspension and Termination

12.1 Willis may terminate your access to the System at any time on giving to you 7 days' written notice. Where such notice expires before the end of any period in respect of which the user has made a usage payment to Willis then an appropriate refund shall be made in respect of the period during which you were unable to access to the System.

12.2 Notwithstanding the provisions of clause 12.1 above, Willis may, without liability to you, withdraw your authorisation to use the System at any time either on a temporary or permanent basis if Willis reasonably believes that a breach of security or any of these Terms of Use by you has occurred or is likely to occur.

12.3 Willis may, without liability to you, suspend access to the System at any time from time to time if maintenance work or updating is required to the System or if Willis considers that a breach of security or the Terms of Use by any third party has occurred or is likely to occur.

13. Liability of Willis

13.1 WILLIS WARRANTS THAT:

13.1.1 IT SHALL USE REASONABLE CARE AND SKILL IN MAKING THE SERVICE AVAILABLE TO YOU DURING NORMAL BUSINESS HOURS; AND

13.1.2 IT IS THE OWNER OF, OR HAS THE RIGHT TO USE, ALL INTELLECTUAL PROPERTY RIGHTS IN THE SYSTEM. ALL OTHER WARRANTIES ARE EXPRESSLY EXCLUDED TO THE EXTENT PERMITTED BY LAW. IN PARTICULAR, WILLIS MAKES NO REPRESENTATION OR WARRANTY THAT ACCESS TO THE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SYSTEM IS SUITABLE FOR YOUR PARTICULAR BUSINESS NEEDS. YOU SHALL BE RESPONSIBLE FOR THE CONFIGURATION OF YOUR OWN IT SYSTEMS TO ENABLE YOU TO ACCESS THE SYSTEM. WILLIS SHALL HAVE NO RESPONSIBILITY FOR THE USE THAT YOU MAKE OF THE SYSTEM OR ANY CONTENT POSTED ON THE SYSTEM. WILLIS MAKES NO REPRESENTATION OR WARRANTY OR THAT THE SYSTEM IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES. WILLIS CANNOT GUARANTEE THE SECURITY OF THE SYSTEM AS IT IS INTERNET BASED. WILLIS STRONGLY RECOMMENDS YOU INSTALL UP-TO-DATE VIRUS CHECKING SOFTWARE.

13.2 THE MAXIMUM AGGREGATE LIABILITY OF WILLIS AND ANY MEMBER OF THE WILLIS GROUP OF COMPANIES WITH WHOM YOU DEAL IN RELATION TO THE SYSTEM IN RESPECT OF ANY LOSS OR DAMAGE (WHETHER ARISING IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) WHICH YOU OR ANY OTHER PERSON MAY SUFFER OR INCUR ARISING IN CONNECTION WITH THIS AGREEMENT OR RELATING IN ANY WAY TO THE USE OF OR ACCESS TO THE SYSTEM OR SYSTEM-RELATED SERVICES WHICH MAY BE SUPPLIED BY WILLIS INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM ANY SYSTEM MALFUNCTIONS OR INTERRUPTIONS, PROBLEMS WITH THE INTERNET OR WILLIS, THIRD PARTY ACTIONS, OR OTHER ELECTRONIC COMMUNICATION SYSTEMS PROBLEMS, DIFFICULTIES OR FAILURES SHALL BE LIMITED TO THE GREATER OF THREE TIMES THE ANNUAL ACCESS FEES PAYABLE BY YOU IN RESPECT OF THE SYSTEM OR £5,000.

13.3 NOTWITHSTANDING THE ABOVE, WILLIS SHALL NOT BE RESPONSIBLE FOR ANY BREACH OF THIS AGREEMENT CAUSED BY ANY CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL. IN PARTICULAR, WILLIS SHALL NOT BE LIABLE TO YOU FOR ANY FAILURE OR INTERRUPTION OF THE SYSTEM OR ANY SYSTEM RELATED SERVICES IT MAY PROVIDE TO YOU CONNECTED WITH ANY BREAKDOWN OR FAILURE OF THE INTERNET OR ANY TELECOMMUNICATION SYSTEMS OF ANY COMPUTER HARDWARE OR SOFTWARE USED BY YOU IN CONNECTION WITH THE SYSTEM.

13.4 NOTHING IN THIS AGREEMENT EXCLUDES, OR IS INTENDED TO EXCLUDE, ANY LIABILITY WILLIS (OR ANY RELEVANT MEMBER OF THE WILLIS GROUP OF COMPANIES) MAY HAVE FOR DEATH OR PERSONAL INJURY CAUSED BY WILLIS' NEGLIGENCE OR FRAUD.

 14. Amendment of Terms of Use

Willis may amend these Terms of Use at any time and from time to time on giving not less than 30 days' notice (which may be communicated by Willis posting a notice on the System). Continued use of the System following notice of amendment of these Terms of Use shall constitute your acceptance of the amended Terms of Use.

 15. Law and jurisdiction

These terms are governed by English law. Any dispute or difference arising out of or in connection with these terms or in relation to the System shall be subject to the exclusive jurisdiction of the English courts.

 16. General

16.1 Should any provision of these Terms of Use be declared invalid or unenforceable by a court of competent jurisdiction, such decision will not affect the validity or enforceability of any of the other provisions of these Terms of Use, which other provisions will remain in full force and effect, and the application of such invalid or unenforceable provisions to persons or circumstances other than those as to which it is held invalid or unenforceable will be valid and be enforced to the fullest extent permitted by law.

16.2 Your right to use the System is personal. You may not assign, sub-license or otherwise transfer your right to use the System to any other person.

16.3 Failure by Willis to exercise any right or remedy under these Terms of Use does not constitute a waiver of that right or remedy.

16.4 The descriptive headings of these Terms of Use are intended for reference only and do not affect the construction or interpretation of this document.

16.5 No person who is not a party to these Terms of Use shall have any right under the Contract (Rights of Third Parties) Act 1999 to enforce any provision of these Terms of Use with the exception of members of the Willis Group of Companies who may enforce provisions for their benefit.

16.6 These Terms of Use constitutes the entire agreement between you and Willis in relation to its subject matter and supersedes any previous agreement or understanding between the parties. You acknowledge and agree that using the System and thereby agreeing to be bound by these Terms of Use you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made but excluding any liability for fraud) of any person (whether party to these Terms of Use or not) other than as expressly set out in these Terms of Use.  

 

 

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