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 You acknowledge that this licence may be withdrawn immediately in the case of any use in contravention of these terms.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.
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
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.
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.
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.
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.
16.2 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.