Aon Plc. Client Terms and Conditions (SRL)
1. Proprietary Notice; Materials provided solely for Client’s internal or personal use; No Redistribution to Third Parties.
ALL SYNDICATE RESEARCH LIMITED INFORMATION FURNISHED BY AON PURSUANT TO THESE CLIENT TERMS IS PROPRIETARY TO SYNDICATE RESEARCH LIMITED AND IS SO FURNISHED AT CLIENT’S REQUEST AND FOR CLIENT’S EXCLUSIVE USE. NO SYNDICATE RESEARCH LIMITED INFORMATION SO FURNISHED MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, DISTRIBUTED, REDISTRIBUTED, SOLD, RESOLD, LEASED, RENTED, LICENSED, SUBLICENSED, ALTERED, MODIFIED, ADAPTED, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY YOU OR ANY OTHER PERSON OR ENTITY, WITHOUT AON’S PRIOR WRITTEN CONSENT.
2. No Warranties; Limitation on Liability; Liability Cap. All SRL Information furnished pursuant to these Client Terms is obtained by Aon from sources believed by it to be accurate and reliable.
2.1 Disclaimer. The Data, Reports, opinions and any other statement or communication provided by Aon under these Client Terms are intended solely for information and it is the responsibility of Client to assess what degree of reliance to put on such Data, Reports, opinions or other statement or communications.
2.2 The Data and Reports are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities or to participate on or place business with any Lloyd’s syndicates.
2.3 Each Continuity Opinion Profile or other opinion provided by Aon under these Client Terms must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information, and each such user must accordingly make its own study and evaluation of each security or Lloyd’s syndicate participation or placement and of each issuer and guarantor of, and each provider of credit support for, each security or Lloyd’s syndicate participation or placement that it may consider purchasing, holding or selling.
2.4 The Data, Reports and Services are not intended for use by retail investors or policyholders in Australia, nor by retail investors or policyholders in any other jurisdiction unless and except in accordance with the instructions of a financial adviser and it would be reckless for retail investors or policyholders to consider SRL or Aon’s opinions and research in making any investment decision (including, for the avoidance of doubt, the decision to become, or continue or cease to be, a member of a particular Lloyd’s syndicate) or any decision to place business with any Lloyd’s syndicate. If in doubt you should contact your financial or other professional adviser.
2.5 All information contained in the Data, Reports and Services provided by or on behalf of Aon under these Client Terms is obtained by Aon from sources believed by it to be accurate and reliable. Given the possibility of human or mechanical error as well as other factors, and that Aon does not know or partake in the decisions which the Client makes in respect of the use of the Reports and Data, all information contained in the Data, Reports and Services and made available by or on behalf of Aon is provided “AS IS”.
2.6 To the extent permitted by law:
(a) Aon makes no representation or warranty whatsoever that the Data, Reports or Services provided by or on behalf of Aon will be accurate, correct, complete, error-free, or free from viruses; and
(b) save where expressly provided under these Client Terms, all terms, conditions, warranties, representations and undertakings which might be implied, whether by statute or otherwise, in respect of the accuracy, timeliness, completeness, adequacy, satisfactory quality, or fitness for purpose of the Reports and/or Data, are excluded to the maximum extent permitted by law.
Client shall not make any statement in respect of the Reports, Data or Services that is contradictory to or inconsistent with the foregoing statements.
2.7 Nothing in this Agreement limits or excludes a party’s liability:
(a) to the extent that it cannot be legally limited or excluded by law;
(b) for death or personal injury arising out of its negligence or that of its personnel; and
(c) for Losses suffered by the other party arising out of the first party’s (or its personnel’s) fraud or fraudulent statement.
2.8 Subject to clause 2.7, Aon shall have no liability to Client, whether in contract (including under any indemnity or warranty), in tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
(a) loss of profit;
(b) loss of revenue;
(c) loss of anticipated savings;
(d) loss or corruption of data;
(e) loss of contract, business or opportunity;
(f) loss of goodwill; or
(g) indirect or consequential Losses of any kind whatsoever and however caused, whether or not reasonably foreseeable, reasonably contemplatable, or actually foreseen or actually contemplated, by Aon at the time of entering into these Client Terms.
2.9 Limitation of Liability
Subject to clauses 2.7, 2.8, 2.10 and 2.11, Aon’s total liability to Client, whether in contract (including under any indemnity or warranty), in tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for any Losses incurred or suffered by Client shall be limited for all claims in aggregate in any consecutive twelve month period, to all sums paid or payable by Client under these Client Terms in that twelve month period in respect of the particular service which gives rise to the claim.
2.10 Subject to clauses 2.7 and 2.11, Aon shall have no liability to Client for any loss or damage in whole or in part caused by, resulting from, or relating to, any actual or alleged error in the Data, Reports and Services (whether created negligently, inadvertently or otherwise) or other circumstance or contingency within or outside the control of Aon or any of its directors, officers, employees, contractors or agents under or in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any Data, Reports and Services.
2.11 Sole Remedy. Aon’s only liability to Client and Client’s sole remedy under or in connection with these Client Terms in respect of any inaccurate, incomplete, incorrect or otherwise erroneous Report, Data or Service shall be for Aon to produce and deliver to Client a corrected version of the relevant sections of the Report, Data or Service.
2.12 Aon shall not be liable to Client or any other third parties for any claim or demand based on or relating to these Client Terms or to the distribution or use of the Data or Reports.
2.13 Distributor’s Indemnification. Aon shall indemnify Client and hold it harmless from and against all Losses which Client may directly incur or agree to pay as a result of any claim brought by any third party that the Intellectual Property Rights belonging to or of the third party have been infringed pursuant to Client’s use of the Data and/or Reports (in the specific form and format supplied by Aon to Client) in accordance with these Client Terms and any express restrictions imposed by Aon, except to the extent such damages and liabilities are covered under Client’s indemnification obligations in clause 2.14. Aon’s indemnification obligation shall be contingent on Client promptly notifying Aon of the claim or the commencement of a litigation against it which is covered by such indemnification obligation, ceasing to use the infringing material, and permitting Aon to exclusively defend such claim or litigation or to settle it upon such terms as Aon determines, provided that any such settlement is solely monetary in nature. In the event that any Data, Reports and/or Services become, or in Aon’s reasonable opinion are likely to become, the subject of any such claim, Aon may, at its option and expense, (i) procure for Client the right to continue using such Data, Reports, and/or Services (ii) modify such Data, Reports and/or Services in any manner deemed advisable by Aon so as to make it non-infringing, or (iii) remove such Data, Reports and/or Services from the Services to be provided to Client.
2.14 Client’s Indemnification. Client shall indemnify Aon and hold it harmless from and against all Losses as a result of any claim brought by any third party that the intellectual property rights belonging to or of the third party have been infringed pursuant to Client’s use of the Data and/or Reports where the Reports have not been used (i) in the specific form and format supplied by Aon to Client, or (ii) in accordance with this Agreement, or (iii) in accordance with any express restrictions imposed by Aon.
Client’s indemnification obligation shall be contingent on Aon promptly notifying the Client of the claim or the commencement of a litigation against it which is covered by such indemnification obligation and permitting Client to exclusively defend such claim or litigation or to settle it upon such terms as Client determines, provided that any such settlement is solely monetary in nature.
3. Client shall not bring any claim against SRL whether in negligence or otherwise.
4. SRL Rights to Data. Client agrees and acknowledges that the SRL Information is and shall remain the valuable intellectual property owned by, or licensed to, SRL, and that no proprietary rights are being transferred to Client in such materials or in any of the information contained therein. Client agrees that misappropriation or misuse of such materials shall cause serious damage to SRL and that in such event money damages may not constitute sufficient compensation to SRL; consequently, Client agrees that in the event of any misappropriation or misuse, SRL shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which SRL may be entitled.
5. Third Party Rights.
5.1 Except as provided in clause 5.2, a person who is not a party to these Client Terms shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce rights or benefits under these Client Terms.
5.2 In addition to the Aon, SRL may enforce the following rights and benefits: (a) the limitations and exclusions of liability set out in clauses 1 through 4 above, including any in favour of SRL; and (b) any other right or benefit expressly conferred by these Client Terms on SRL.
6. Additional terms governing receipt or use of information in Australia
The following Regulatory Terms shall govern the receipt or use of the information in Australia:
“Client hereby represents and warrants that it is a “Wholesale Client” (as defined in Section 781G of the Corporations Act of 2001 (Australia), and Syndicate Research Limited’s provision of the information to Client is expressly conditioned upon the continuing accuracy of such representation and warranty throughout the term of the Agreement. In addition, Client acknowledges that the information is not intended for use by and shall not be distributed to any person in Australia other than a Wholesale Client, and, without prejudice to any other restrictions on distribution set forth herein, Client covenants and agrees that it will not distribute any information, including but not limited to any Syndicate Research Limited Continuity Opinions, other opinions and/or related research to a person in Australia other than a Wholesale Client.”