Terms of Use

Willis Online ("System") is an electronic information sharing system designed for use by clients and business contacts of Willis.

All use of the System is subject to these Terms of Use, including the LIMITATION OF LIABILITY set out at clause 12 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. You should access the System periodically in order to review any such changes.

In these Terms of Use:
"Authorised User" shall mean You and any other third party whom Willis has authorised to use the System;
"Content" shall mean any data, including messages, posted by You or any other Authorised User onto the System;
"You" shall mean the person or organisation entering into this agreement with Willis by accepting these Terms of Use; and
"Willis" shall mean Willis Limited of The Willis Building, 51 Lime St., London EC3M 7DQ

Any questions or enquiries which You may have in relation to the System or these Terms of Use should be addressed to your Client Service Team.


1. Authorisation

1.1. You may only use the System if You have been issued by Willis with written authority ("Authorisation"), including a user name(s) and password(s), for access to the System.

1.2. Your authority starts when You enter into this agreement by pressing the "Accept" option in relation to these Terms of Use and ends at the sooner of its termination in accordance with these Terms of Use and the end of the period specified in Your Authorisation.

1.3. If You have not received written authority from Willis to use the System, You must exit the System immediately.

1.4. Where Your authorisation specifies a location from which access may be made, access shall be made only from that location.

1.5. You shall comply with all provisions set out in Your Authorisation.

1.6. You shall keep all passwords confidential at all times and use all reasonable endeavours to prevent unauthorised access to the System.

1.7. For security purposes, Willis may from time to time issue You with an updated password.


2. Proper Use

2.1. You are permitted to use the System only to submit Content and to view, print-out and copy Content from the System in accordance with the terms of Your authorisation.

2.2. You may 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 may not offer for sale or sell or distribute over any medium any part of this System or any Content, other than where such Content is owned entirely by You.

2.4. 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.

2.5. 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 Willisí prior written consent.

2.6. You shall not send any unsolicited promotional or advertising material, spam or similar materials or volume messages which may interfere with the operation of the System or with the enjoyment of this System by other Authorised Users.


3. Content

3.1. You must observe any standards specified by Willis for the format, content or mode of transmission of all Content and for the use of Internet browsers in connection with the System.

3.2. You must ensure that You have obtained all necessary licences and consents for any Content You post onto the System.

3.3. Willis shall not be deemed to be the author, publisher or distributor of any Content.

3.4. Willis makes no representations or warranties as to the accuracy or completeness of Content. You should verify the accuracy of all Content before relying on it. Willis shall not be responsible for Your use of any Content.

3.5. You must ensure that no Content which You post onto the System contains any pornographic, obscene, offensive, indecent, abusive, menacing, unlawful or blasphemous materials or constitutes or may constitute an invasion of any personís privacy, an infringement of any personís 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.

3.6. 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 clause 3.5 above.

3.7. 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 3.5 above, provided that Willis accepts no liability to monitor any Content.


4. Contracting

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.


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.

5.2. You must take all reasonable steps to ensure the confidentiality and security of all Content up-loaded onto the System, including implementing up-to-date firewalls.

5.3. 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.

5.4. Information about You may be shared with associated companies of Willis and may be used for both research and statistical purposes and crime prevention.

5.5. Information which You provide to Willis, including Content, may be held on Willisí 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 Willis in providing the System to You.

5.6. 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, where applicable, in accordance with the Data Protection Act 1998 ("DPA"), including, without limitation, any obligation to obtain 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.

5.7. 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 Your part or the part of Willis) then such access must not be attempted. You shall indemnify Willis in respect of any loss or damage Willis may suffer or incur as a result of Your failure to comply with the provisions of this Clause 6.


7. Intellectual property

7.1. All present and future copyright and other intellectual property rights in the System and all services comprised within the System are owned by and shall be retained, as between You and Willis, by Willis. You shall acquire no rights in the System other than the limited right to use the System in accordance with these Terms of Use.

7.2. You shall ensure that You have unrestricted rights to deal with all Content supplied by You for use on the System and that no licence shall be required by Willis or any third party who has been granted access to the System to download that data for use on their own systems.

7.3. Willis may reproduce, for the purposes of its business and the business of any of its associated companies, any Content supplied by You and may store such Content without limit of time.


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. Links to/from other websites

9.1. 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 may not have reviewed 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.

9.2. 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.


10. 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 for which it shall provide the System. In the case of conflict between any documents held in hard copy and any reproduced on the System, the original hard-copy document shall prevail.


11. Suspension and Termination

Willis may suspend or terminate the System or Your access to the System at any time on written notice, which may be communicated to you electronically or by posting on the System.


12. Liability of Willis

12.1. You use the System entirely at Your own risk. The System is provided "as is" and Willis makes no representation, warranty or assurance about the System or the Content, all implied warranties and conditions are excluded to the maximum extent permitted by law. In particular, Willis makes no warranty that the System will be uninterrupted or error-free, or suitable for Your particular business needs or that the System is free from infection by anything that has contaminating or destructive properties.

12.2. You shall be responsible for the configuration of Your own systems to enable You to access the System. Willis shall have no responsibility for the use that You make of the System or the Content.

12.3. Willis cannot guarantee the security of the System as it is Internet based. Willis strongly recommends that You install up-to-date virus checking software.

12.4. Willis shall have no liability to You or any other party for any losses or damages whatsoever arising in connection with the System (whether under these Terms of Use or other contract or in consequence of any misrepresentation, misstatement or tortious act or omission including negligence).

12.5. Nothing in these Terms of Use excludes, or is intended to exclude, any liability Willis may have for death or personal injury caused by Willis' negligence of for Willis' fraud.


13. Amendment of Terms of Use

Willis may amend the terms of this Agreement at any time (which may be notified to you by means of posting on the System). If you do not agree with any such amendment you should stop using the System. If you continue to use the System following notification of a change to this Agreement, the amended terms will apply to all such use.


14. 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.


15. General

15.1. 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.

15.2. 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.

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

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

15.5. 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.

15.6. These Terms of Use constitute 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 other statement, representation or warranty (whether negligently or innocently made but excluding any liability for fraud) made by any person (whether party to these Terms of Use or not) other than as expressly set out in these Terms of Use.


18 September 2006