Willis Online ("System") is an electronic
information sharing system designed for use by clients and
business contacts of Willis.
including the LIMITATION OF LIABILITY set out at clause
CEASE USING THE SYSTEM IMMEDIATELY.
From time to time Willis may deem it necessary to revise
in order to review any such changes.
"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
mean Willis Limited of The Willis Building, 51 Lime St., London EC3M 7DQ
Any questions or enquiries which You may have in relation
your Client Service Team.
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
1.2. Your authority starts when You enter into this
agreement by pressing the "Accept" option in relation to these
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
1.5. You shall comply with all provisions set out in Your
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.
2.1. 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
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
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
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
3.2. You must ensure that You have obtained all necessary
licences and consents for any Content You post onto the
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
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.
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
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
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.
7.1. 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
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.
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
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 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
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
12. Liability of
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
12.4. Willis shall have no liability to You or any other
party for any losses or damages whatsoever arising in
or other contract or in consequence of any misrepresentation,
misstatement or tortious act or omission including
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
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
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.
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
right or remedy.
intended for reference only and do not affect the construction
or interpretation of this document.
shall have any right under the Contract (Rights of Third
Parties) Act 1999 to enforce any provision of these Terms of
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
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
than as expressly set out in these Terms of