EXCLUSION OF LIABILITY. 2.1 As a member of LIFFE and pursuant to the Rules of LIFFE, we are required to include a provision dealing with exclusion of liability in our agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice to the generality of Clauses 22, 23, 27 and 28 of this Agreement with you. 2.2 LIFFE Administration and Management (the "Exchange") is obliged under the FSA1986 to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, maintaining a fair and orderly market. Any such action may result in our being unable, and through us you and your clients (if any) may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules as a result of a failure of some or all market facilities. We and the Exchange wish to draw the following exclusion of liability to your attention and to the attention of your clients (if any). Unless otherwise expressly provided in LIFFE's rules or in any other agreement to which LIFFE is party, we and LIFFE shall not be liable to you or any client of yours for loss (including any indirect or consequential loss including, without limitation, loss of profit), damage, injury or delay, whether direct or indirect, arising from any of the circumstances or occurrences referred to above, or from any act or omission of the Exchange, its officers, employees, agents or representatives, under LIFFE's rules or pursuant to the Exchange's obligations under statute, or from any breach of contract by or any negligence howsoever arising of the Exchange, its officers, employees, agents or representatives. 2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options markets.
Appears in 20 contracts
Samples: Customer Agreement (Witter Dean Cornerstone Fund Iii), Customer Agreement (Morgan Stanley Dean Witter Charter Welton Lp), Customer Agreement (Witter Dean Principal Plus Fund L P)
EXCLUSION OF LIABILITY. 2.1 As a member of LIFFE and pursuant to the Rules of LIFFE, we are required to include a provision dealing with exclusion of liability in our agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice to the generality of Clauses 22, 23, 27 and 28 of this Agreement with you.
2.2 LIFFE Administration and Management ("the "Exchange") is obliged under the FSA1986 to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, maintaining a fair and orderly market. Any such action may result in our being unable, and through us you and your clients (if any) may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules as a result of a failure of some or all market facilities. We and the Exchange wish to draw the following exclusion of liability to your attention and to the attention of your clients (if any). Unless otherwise expressly provided in LIFFE's rules or in any other agreement to which LIFFE is party, we and LIFFE shall not be liable to you or any client of yours for loss (including any indirect or consequential loss including, without limitation, loss of profit), damage, injury or delay, whether direct or indirect, arising from any of the circumstances or occurrences referred to above, or from any act or omission of the Exchange, its officers, employees, agents or representatives, under LIFFE's rules or pursuant to the Exchange's obligations under statute, or from any breach of contract by or any negligence howsoever arising of the Exchange, its officers, employees, agents or representatives.
2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options markets.
Appears in 11 contracts
Samples: Customer Agreement (Witter Dean Spectrum Strategic Lp), Escrow Agreement (Morgan Stanley Dean Witter Charter Grahm Lp), Customer Agreement (Morgan Stanley Charter Campbell Lp)
EXCLUSION OF LIABILITY. 2.1 As a member of LIFFE and pursuant Pursuant to the Rules of LIFFE, we are required to include a provision dealing with exclusion of liability provisions contained in our agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice the LIFFE Rules, as amended from time to time by General Notice, you understand that business on the generality of Clauses 22, 23, 27 and 28 of this Agreement with you.
2.2 LIFFE Administration and Management market (the "Exchange") is obliged under the FSA1986 to ensure that business conducted operated by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market LIFFE may from time to time be suspended suspended, restricted or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, of maintaining a fair and orderly marketmarket in accordance with the Rules of LIFFE. Any such action may result in our being unableour, and through us us, you and your clients (if any) may from time to time be being prevented from or hindered in entering into contracts in accordance with the Rules of LIFFE's rules as a . Furthermore, failures or malfunction of LIFFE communications or equipment, market facilities or the ATS central processing system, or software provided by LIFFE may result in our being hindered in or prevented from entering into contracts in the terms of a failure Exchange Contracts, or may result in errors in orders or in contracts in the terms of some or all market facilitiesExchange Contracts. We and the Exchange LIFFE wish to draw the following exclusion of liability to your attention and to the attention of your clients (if any). attention: Unless otherwise expressly provided in LIFFE's rules the Rules of LIFFE or in any other agreement to which LIFFE is party, we and LIFFE shall not be liable to you or for any client of yours for loss (including any indirect or consequential loss including, without limitation, loss of profit)loss, damage, injury or delay, whether direct or indirect, arising from any of the circumstances described above or occurrences referred to above, any failure of some or all market facilities or from any act or omission of the ExchangeLIFFE, its officers, employees, agents or representatives, representatives under LIFFE's rules the Rules of LIFFE or pursuant to the ExchangeLIFFE's obligations under statute, statute or from any breach of contract by or any negligence howsoever arising of the ExchangeLIFFE, its officers, employees, agents or representatives.
2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options markets.
Appears in 7 contracts
Samples: Eligible Counterparty Agreement, Professional Client Agreement, Eligible Counterparty Agreement
EXCLUSION OF LIABILITY. 2.1 As a member 18.1 Goods/services supplied by merchant
18.2 Card not accepted by merchant
18.3 Loss/damage in connection with your Card account
18.4 Inability to perform our obligations
18.5 Act or default of LIFFE and pursuant agents/contractors
18.6 Liability in connection with ez-link Facility (This clause applies to Cards which incorporate the ez-link Facility)
(a) Notwithstanding anything to the Rules contrary contained herein, neither we, EZL nor any of LIFFE, we are required to include a provision dealing with exclusion of liability in our agreement with you. The following provisions and paragraph 3.1 respective agents shall apply without prejudice to the generality of Clauses 22, 23, 27 and 28 of this Agreement with you.
2.2 LIFFE Administration and Management (the "Exchange") is obliged under the FSA1986 to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, maintaining a fair and orderly market. Any such action may result in our being unable, and through us you and your clients (if any) may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules as a result of a failure of some or all market facilities. We and the Exchange wish to draw the following exclusion of liability to your attention and to the attention of your clients (if any). Unless otherwise expressly provided in LIFFE's rules or in any other agreement to which LIFFE is party, we and LIFFE shall not be liable to you or any client of yours for loss (including any indirect or consequential loss including, without limitation, loss of profit), damage, injury or delayliable, whether direct or indirect, not arising from out of the negligence of any of the circumstances or occurrences referred to above, or from any act or omission of the Exchange, its us and/or our respective officers, employees, agents or representativesagents, under LIFFE's rules for any losses, damages, expenses, claims, liability and costs (including cost on a solicitor and client basis) that you may incur or pursuant to suffer in connection with:-
(i) the Exchange's obligations under statute, use or from any breach of contract by or any negligence howsoever arising issue of the Exchangeez-link Facility incorporated in the Card; or
(ii) any period where any equipment, its officers, employees, agents software or representativessystem is unavailable for processing the use of the ez-link Facility for payment; or
(iii) any delay or detention arising from use of the ez-link Facility (including any Card where the ez-link Facility is defective).
2.3 Paragraphs 2.1 and 2.2 (b) Where the ez-link Facility incorporated in the Card has been damaged or is defective, the equipment used by the Qualified Merchants may not accept the ez-link Facility as payment. Neither we, EZL nor any of our respective agents shall be liable for any loss, delay or inconvenience that may be incurred if the ez-link Facility incorporated in the Card is not accepted by such equipment.
(c) Notwithstanding any other provision of this Schedule 2 Agreement, XXX’s total liability to you under this Agreement and at law shall be construed as applying to, and having not exceed in aggregate the same effect sum of S$100.00 per Card.
(d) Citibank’s total liability to you in relation to, business which we transact, or which we would transact, but for one respect of the events referred ez-link Facility incorporated into the Card shall not exceed the stored value on the ez-link Facility as of the date your claim arises.
18.7 EZL’s liability for the Card and Card transactions (This clause applies to in this Paragraph occurring, on other futures and options markets.Cards which incorporate the ez-link Facility)
Appears in 5 contracts
Samples: Citi SMRT Card Cardmember’s Agreement, Citi SMRT Card Cardmember's Agreement, Citi SMRT Card Cardmember’s Agreement
EXCLUSION OF LIABILITY. 2.1 As a member of LIFFE and pursuant Pursuant to the Rules of LIFFE, we are required to include a provision dealing with exclusion of liability provisions contained in our agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice the LIFFE Rules, as amended from time to time by General Xxxxxx, you understand that business on the generality of Clauses 22, 23, 27 and 28 of this Agreement with you.
2.2 LIFFE Administration and Management market (the "Exchange") is obliged under the FSA1986 to ensure that business conducted operated by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market LIFFE may from time to time be suspended suspended, restricted or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, of maintaining a fair and orderly marketmarket in accordance with the Rules of LIFFE. Any such action may result in our being unableour, and through us us, you and your clients (if any) may from time to time be being prevented from or hindered in entering into contracts in accordance with the Rules of LIFFE's rules as a . Furthermore, failures or malfunction of LIFFE communications or equipment, market facilities or the ATS central processing system, or software provided by LIFFE may result in our being hindered in or prevented from entering into contracts in the terms of a failure Exchange Contracts, or may result in errors in orders or in contracts in the terms of some or all market facilitiesExchange Contracts. We and the Exchange LIFFE wish to draw the following exclusion of liability to your attention and to the attention of your clients (if any). attention: Unless otherwise expressly provided in LIFFE's rules the Rules of LIFFE or in any other agreement to which LIFFE is party, we and LIFFE shall not be liable to you or for any client of yours for loss (including any indirect or consequential loss including, without limitation, loss of profit)loss, damage, injury or delay, whether direct or indirect, arising from any of the circumstances described above or occurrences referred to above, any failure of some or all market facilities or from any act or omission of the ExchangeLIFFE, its officers, employees, agents or representatives, representatives under LIFFE's rules the Rules of LIFFE or pursuant to the ExchangeLIFFE's obligations under statute, statute or from any breach of contract by or any negligence howsoever arising of the ExchangeLIFFE, its officers, employees, agents or representatives.
2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options markets.
Appears in 5 contracts
Samples: Professional Client Agreement, Professional Client Agreement, Eligible Counterparty Agreement
EXCLUSION OF LIABILITY. 2.1 As a member of LIFFE and pursuant to (a) To the Rules of LIFFEfull extent permitted by Law, we are required to include a provision dealing with exclusion exclude:
(i) all Liability in respect of liability in our agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice to the generality of Clauses 22, 23, 27 and 28 of this Agreement with you.
2.2 LIFFE Administration and Management (the "Exchange") is obliged under the FSA1986 to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended any Loss or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, maintaining a fair and orderly market. Any such action may result in our being unable, and through us you and your clients (if any) may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules as a result of a failure of some or all market facilities. We and the Exchange wish to draw the following exclusion of liability to your attention and to the attention of your clients (if any). Unless otherwise expressly provided in LIFFE's rules or in any other agreement to which LIFFE is party, we and LIFFE shall not be liable to you or any client of yours for loss (including any indirect or consequential loss including, without limitationdamage, loss of profit)data, damage, injury interruption of business or delay, whether direct any consequential or indirect, arising from incidental damages;
(ii) all Liability in respect of any Loss or damage suffered or incurred or which may arise directly or indirectly in respect of any infringement by any person of our Intellectual Property Rights or any other right of ours in or in relation to the circumstances [Software Product];
(iii) all Liability in respect of any Loss or occurrences referred to above, damage caused directly or from indirectly by any act or omission of any person who may access the Exchange[Software Product], its officerswhether or not you have knowledge or notice of, employeesauthorised or otherwise permitted such infringement or other act or omission; and
(iv) all representations, agents warranties or representativesterms (whether express or implied) other than those expressly set out in this Agreement.
(b) In respect of any Claim between the Parties under or in connection with this Agreement, under LIFFE's rules or pursuant the Parties agree that to the Exchange's obligations under statutemaximum extent permitted by Law, the operation of any laws in the Commonwealth and the states and territories of Australia with respect to proportionate liability, are excluded and have no application or from effect.
(c) Our total aggregate Liability for all Claims relating to this Agreement and Liability arising out of any particular breach of contract by this Agreement for damages regardless of the cause of action, whether contract, tort (including negligence) or breach of statute or any negligence howsoever other legal or equitable obligation is limited to the Service Fees payable under this Agreement.
(d) Our Liability for any Claim arising out of or relating to this Agreement will be reduced to the extent to which you have contributed to the Loss or damage arising from the Claim.
(e) This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, guarantees, conditions or obligations. If such legislation applies, to the extent possible, we limit our liability in respect of any claim to, at our option:
(i) in the case of goods:
A. the replacement of the Exchange, its officers, employees, agents goods or representatives.the supply of equivalent goods;
2.3 Paragraphs 2.1 and 2.2 B. the repair of this Schedule 2 shall be construed as applying to, and the goods;
C. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
D. the payment of having the same effect goods repaired, and
(ii) in relation to, business which we transact, or which we would transact, but for one the case of services:
(iii) the supply of the events referred to in this Paragraph occurring, on other futures and options marketsservices again; or
(iv) the payment of the cost of having the services supplied again.
Appears in 4 contracts
Samples: Software Product Development Agreement, Software Product Development Agreement, Software Development Agreement
EXCLUSION OF LIABILITY. 2.1 As a member of LIFFE and pursuant to the Rules of LIFFE, we are required to include a provision dealing with exclusion of liability in our agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice to the generality of Clauses 22, 23, 27 and 28 of this Agreement with you.
2.2 LIFFE Administration and Management (the "Exchange") is obliged under the FSA1986 to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so 6.1 Except as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, maintaining a fair and orderly market. Any such action may result in our being unable, and through us you and your clients (if any) may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules as a result of a failure of some or all market facilities. We and the Exchange wish to draw the following exclusion of liability to your attention and to the attention of your clients (if any). Unless otherwise expressly provided in LIFFE's rules or in any other agreement herein to which LIFFE is partythe contrary, we and LIFFE SADV shall not be liable to you Customer or any client third party for any loss or damage of yours for loss whatsoever nature and/or howsoever arising (including any indirect consequential or consequential incidental loss including, without limitation, or damage which shall include but shall not be limited to loss of property or of profit), damagebusiness, injury goodwill, revenue, data or delayanticipated savings) or for any costs, claims or demands of any nature whether asserted against SADV or against Customer by any party, arising directly or indirectly out of the Service/s, their use, access, withdrawal or suspension or out of any information or materials provided or not provided, as the case may be.
6.2 Subject to clause 6.1 above, the entire liability of SADV and Customer's exclusive remedy for damages from any cause related to or arising out of this Agreement, regardless of the form of action, whether in contract or in delict, will not exceed the aggregate of the fees and charges paid by Customer under this Agreement for the period of 3 (three) months preceding Customer's written notice to SADV in respect of such claim.
6.3 Customer hereby indemnifies SADV against and holds SADV harmless from any claim by any third party arising directly or indirectly out of access to or use of the Service/s or information obtained through the use thereof or in respect of any matter for which liability of SADV is excluded in terms of clause 6.1 above.
6.4 Because of the need to conduct maintenance, repair and/or improvement work from time to time on the technical infrastructure by means of which the Services are provided, the provision of the Services may be suspended from time to time, and all liability on the part of SADV of any loss or damage (whether direct or indirectconsequential) thereby incurred or for any costs, claims, or demands of any nature arising from any there from, is excluded, and the provisions of clause 6.1 above shall apply mutatis mutandis to such exclusion. Should the provision of the circumstances or occurrences referred to aboveService/s be suspended by SADV for the purpose aforementioned for a period in excess of 48 (forty eight) consecutive hours, or from any act or omission SADV shall give Customer credit in an amount which represents a pro rata portion of Customer's basic monthly subscription fee for the month during which the said suspension occurred, unless a specific Service Level Agreement has been signed between the parties detailing the terms and conditions of the Exchange, its officers, employees, agents or representatives, under LIFFE's rules or pursuant to the Exchange's obligations under statute, or from any breach of contract by or any negligence howsoever arising service provision and related penalties for guaranteed uptime of the Exchange, its officers, employees, agents or representativesservice provided.
2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options markets.
Appears in 3 contracts
Samples: Services Agreements, Standard Terms and Conditions, Services Agreement
EXCLUSION OF LIABILITY. 2.1 As a member of LIFFE and pursuant Pursuant to the Rules of LIFFE, we are required to include a provision dealing with exclusion of liability provisions contained in our agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice the LIFFE Rules, as amended from time to time by General Notice, the generality of Clauses 22, 23, 27 and 28 of this Agreement with you.
2.2 Client understand that business on the LIFFE market (the “LIFFE Exchange”) operated by LIFFE Administration and Management (the "Exchange"“LIFFE”) is obliged under the FSA1986 to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended suspended, restricted or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, of maintaining a fair and orderly marketmarket in accordance with the Rules of LIFFE. Any such action may result in our being unableMorgan Stanley, and through us you and your clients (if any) may from time to time be Morgan Stanley, the Client being prevented from or hindered in entering into contracts in accordance with the Rules of LIFFE's rules as a . Furthermore, failures or malfunction of LIFFE communications or equipment, market facilities or the ATS central processing system, or software provided by LIFFE may result in Morgan Stanley being hindered in or prevented from entering into contracts in the terms of a failure Exchange Contracts, or may result in errors in orders or in contracts in the terms of some or all market facilitiesExchange Contracts. We Morgan Stanley and the Exchange LIFFE wish to draw the following exclusion of liability to your attention and to the attention of your clients (if any). Client’s attention: Unless otherwise expressly provided in LIFFE's rules the Rules of LIFFE or in any other agreement to which LIFFE is party, we Morgan Stanley and LIFFE shall not be liable to you or the Client for any client of yours for loss (including any indirect or consequential loss including, without limitation, loss of profit)loss, damage, injury or delay, whether direct or indirect, arising from any of the circumstances described above or occurrences referred to above, any failure of some or all market facilities or from any act or omission of the ExchangeLIFFE, its officers, employees, agents or representatives, representatives under LIFFE's rules the Rules of LIFFE or pursuant to the Exchange's LIFFE’s obligations under statute, statute or from any breach of contract by or any negligence howsoever arising of the ExchangeLIFFE, its officers, employees, agents or representatives.
2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options markets.
Appears in 3 contracts
Samples: International Prime Brokerage Agreement, International Prime Brokerage Agreement, International Prime Brokerage Agreement
EXCLUSION OF LIABILITY. 2.1 As a member of LIFFE and pursuant to the Rules of LIFFE, we are required to include a provision dealing with exclusion of liability in our agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice to the generality of Clauses 22, 23, 27 and 28 of this Agreement with you.
2.2 LIFFE Administration and Management (the "Exchange") is obliged under the FSA1986 to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so 6.1 Except as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, maintaining a fair and orderly market. Any such action may result in our being unable, and through us you and your clients (if any) may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules as a result of a failure of some or all market facilities. We and the Exchange wish to draw the following exclusion of liability to your attention and to the attention of your clients (if any). Unless otherwise expressly provided in LIFFE's rules or in any other agreement herein to which LIFFE is partythe contrary, we and LIFFE SADV shall not be liable to you Customer or anythird party for any client loss or damage of yours for loss whatsoever nature and/or howsoever arising (including any indirect consequential or consequential incidental loss including, without limitation, or damage which shall include but shall not be limited to loss of property or of profit), damagebusiness, injury goodwill, revenue, data or delayanticipated savings) or for any costs, claims or demands of any nature whether asserted against SADV or against Customer by any party, arising directly or indirectly out of the Service/s, their use, access, withdrawal or suspension or out of any information or materials provided or not provided, as the case may be.
6.2 Subject to clause 6.1 above, the entire liability of SADV and Customer's exclusive remedy for damages from any cause related to or arising out of this Agreement, regardless of the form of action, whether in contract or in delict, will not exceed the aggregate of the fees and charges paid by Customer under this Agreement for the period of 3 (three) months preceding Customer's written notice to SADV in respect of such claim.
6.3 Customer hereby indemnifies SADV against and holds SADV harmless from any claim by any third party arising directly or indirectly out of access to or use of the Service/s or informa- tion obtained through the use thereof or in respect of any matter for which liability of SADV is excluded in terms of clause 6.1 above.
6.4 Because of the need to conduct maintenance, repair and/or improvement work from time to time on the technical infrastructure by means of which the Services are provided, the provision of the Services may be suspended from time to time, and all liability on the part of SADV of any loss or damage (whether direct or indirectconsequential) thereby incurred or for any costs, claims, or demands of any nature arising there from, is excluded, and the provisions of clause 6.1 above shall apply mutatis mutandis to such exclusion. Should the provision of the Service/s be suspended by SADV for the purpose aforementioned for a period in excess of 48 (forty eight) consecutive hours, SADV shall give Customer credit in an amount which represents a pro rata portion of Customer's basic monthly subscription fee for the month during which the said suspension occurred, unless a specific Service Level Agreement has been signed between the parties detailing the terms and conditions of the service provision and related penalties for guaranteed uptime of the service provided.
6.5 Where the Service/s provided include Hosting Services, then, notwithstanding anything to the contrary contained in this Agreement, SADV reserves the right in its absolute discretion and after the receipt by SADV of any complaint from any governmental department, or any other third party (including but not limited to any Internet industry body or any other organisation) that Customer's web site contains information that infringes against any third party's rights in terms of the circumstances Constitution of the Republic of South Africa, the Electronic Communications and Transactions Act, any other legislative enactment or occurrences referred regulation in force from time to abovetime, or is defamatory in nature, to immediately give written notice to Customer of SADV' intention to remove the offending information or any portion thereof from Customer's web site. Should such offending information not be removed from the web site by Customer within 24 hours of written notice to that effect, SADV shall be entitled to immediately remove the offending information or any act or omission of the Exchange, its officers, employees, agents or representatives, under LIFFEportion thereof from Customer's rules or pursuant to the Exchange's obligations under statuteweb site, or from any where it is not possible to remove such content, to terminate the Hosting Services of such Customer. Any removal or termination by SADV shall in no way constitute a breach of contract by or any negligence howsoever arising of the Exchange, its officers, employees, agents or representatives.
2.3 Paragraphs 2.1 and 2.2 SADV of this Schedule 2 shall be construed as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options marketsAgreement.
Appears in 2 contracts
Samples: Standard Terms and Conditions, Standard Terms and Conditions
EXCLUSION OF LIABILITY. 2.1 As a member of LIFFE and pursuant to the Rules of LIFFEThe Agent will not be liable for any action taken by it under or in connection with this Agreement, we are required to include a provision dealing with exclusion of liability in our agreement with youunless directly caused by its gross negligence or wilful misconduct. The following provisions Agent also:
(a) can seek the services of an attorney or experts of its choice, if it finds the need to for any general advice and paragraph 3.1 shall apply without prejudice counselling;
(b) may rely on any representation, notice, or document believed by it to be genuine, correct, and appropriately authorised;
(c) will have no obligation for the generality performance of Clauses 22, 23, 27 and 28 of the Borrower's obligations or the Borrower's legal or financial condition. The Agent's duties under this Agreement with you.are solely ministerial and administrative in nature;
2.2 LIFFE Administration and Management (d) will not be liable for any Event of Default by any of the "Exchange"Parties;
(e) is obliged under the FSA1986 can abstain from taking any measures in order to ensure that business conducted by means protect or process a forced execution of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended or restricted, or the market may from time to time be closed for rights of a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken Lender stipulated in the interests ofAgreement until it has been indemnified or guaranteed against all costs, inter alia, maintaining a fair and orderly market. Any such action may result in our being unablelosses, and through us you and your clients (if any) expenses that it may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules incur as a result of this;
(f) will not be held accountable for the validity, execution, delivery, legality, or character of any of the provisions in this Agreement;
(g) will not be held accountable, nor will any of its personnel, for the character and validity of any of the information delivered to it from the Borrower, save in case of wilful misconduct;
(h) will not be responsible for a failure of some the Borrower or all market facilities. We any Lender to duly and the Exchange wish punctually perform its obligations under this Agreement;
(i) will not be in any manner obligated to draw the following exclusion of liability to your attention and transmit to the attention of your clients (if any). Unless otherwise expressly provided in LIFFE's rules or in any other agreement to which LIFFE is party, we and LIFFE shall not be liable to you or any client of yours for loss (including any indirect or consequential loss including, without limitation, loss of profit), damage, injury or delay, whether direct or indirect, arising from Lenders information concerning any of the circumstances Parties beyond that which is in the terms of this Agreement;
(j) will not be required to hold its own initiative of recourse against a defaulting Lender or occurrences referred against the Borrower;
(k) will not have any obligation to abovefurnish to a Lender, or from any act or omission either after the conclusion of the ExchangeAgreement or after its execution, any information concerning the Borrower or its officerssituation, employeesexcept for that provided under this Agreement;
(l) will not have any obligation to take into account or compensate any sum, agents profit or representatives, under LIFFE's rules asset received by it from its present relations or pursuant future with the Borrower in regards to all sums which will be due from the Borrower to the Exchange's obligations under statute, Agent or from to any breach of contract by or any negligence howsoever arising of the Exchange, its officers, employees, agents or representativesLender in accordance with this Agreement.
2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options markets.
Appears in 1 contract
EXCLUSION OF LIABILITY. 2.1 As a member of LIFFE and pursuant to the Rules of LIFFE, we are required to include a provision dealing with exclusion of liability in our agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice to the generality of Clauses 22, 23, 27 and 28 of this Agreement with you.
2.2 LIFFE Administration and Management (the "Exchange") is obliged under the FSA1986 FSA to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, maintaining a fair and orderly market. Any such action may result in our being unable, and through us you and your clients (if any) may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules as a result of a failure of some or all market facilities. We and the Exchange wish to draw the following exclusion of liability to your attention and to the attention of your clients (if any). Unless otherwise expressly provided in LIFFE's rules or in any other agreement to which LIFFE is party, we and LIFFE shall not be liable to you or any client of yours for loss (including any indirect or consequential loss including, without limitation, loss of profit), damage, injury or delay, whether direct or indirect, arising from any of the circumstances or occurrences referred to above, or from any act or omission of the Exchange, its officers, employees, agents or representatives, under LIFFE's rules or pursuant to the Exchange's obligations under statute, or from any breach of contract by or any negligence howsoever arising of the Exchange, its officers, employees, agents or representatives.
2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options markets.
Appears in 1 contract
Samples: Customer Agreement (Morgan Stanley Tangible Asset Fund L P)
EXCLUSION OF LIABILITY. 2.1 As a member 11.1 No claims against Indemnified Persons Without prejudice to sub-clause 11.2 (), no Claim shall be made by EARNZ, and EARNZ shall procure that no Claim shall be made by any Associate or Affiliate of LIFFE EARNZ, against any Indemnified Person to recover any Loss suffered or incurred by any person in connection with or arising out of the services rendered or duties performed by any Indemnified Person (in whatever capacity) under this Agreement or otherwise in connection with the Transaction or any of the transactions and pursuant arrangements contemplated by the Transaction Documents, unless and to the Rules of LIFFE, we are required extent that such Loss is finally judicially determined to include a provision dealing with exclusion of liability in our agreement with you. The following provisions have arisen directly and paragraph 3.1 shall apply without prejudice to the generality of Clauses 22, 23, 27 and 28 of this Agreement with you.
2.2 LIFFE Administration and Management (the "Exchange") is obliged under the FSA1986 to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, maintaining a fair and orderly market. Any such action may result in our being unable, and through us you and your clients (if any) may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules solely as a result of the gross negligence, fraud or wilful default of that Indemnified Person, provided that no Claim shall be made by EARNZ, and EARNZ shall procure that no Claim shall be made by any Associate or Affiliate of EARNZ, against any Indemnified Person to recover any Loss suffered or incurred by any person in connection with any of the matters set out in sub-clauses 12.1(a) to Clause 12.1(e) (inclusive).
11.2 No fiduciary relationship XXXXX agrees that no Indemnified Person is acting as a failure of some fiduciary to EARNZ or all market facilities. We and any other person in providing the Exchange wish to draw the following exclusion of liability to your attention and to the attention of your clients (if any). Unless otherwise expressly provided services contemplated in LIFFE's rules this Agreement or in respect of the timing, terms, structure or pricing of the Placing, irrespective of whether any other agreement such Indemnified Person has provided input to which LIFFE EARNZ with respect thereto. No Claim shall be made by EARNZ and EARNZ shall procure that no Claim shall be made by any Associate or Affiliate of EARNZ against any Indemnified Person in respect of the timing, the Bookbuild, terms or structure of the Placing, including the setting of the Issue Price at a level that is partytoo high or too low or with respect to any sales of Placing Shares by investors following allotment to them of such Placing Shares. XXXXX acknowledges that:
(a) any Indemnified Person may be engaged in a broad range of transactions, we activities and LIFFE businesses that involve interests that differ from those of EARNZ; and
(b) no Indemnified Person shall not be obliged to disclose such interests, transactions or activities to EARNZ nor shall any Indemnified Person be liable to you EARNZ by reason of it conducting such transactions, activities and businesses in its own interests or in the interests of other clients.
11.3 No claims against directors, officers and employees Without prejudice to any Claim that EARNZ or any client of yours for loss (including its Associates or Affiliates may have under this Agreement against any indirect Indemnified Person which is a body corporate, no Claim may be made, threatened, brought or consequential loss includingestablished by EARNZ and EARNZ shall procure that no Claim shall be made, without limitationthreatened, loss brought or established by any Associate or Affiliate of profit)EARNZ respectively against any director, damageofficer, injury partner or delayemployee of either Joint Broker or who is an Indemnified Person. This sub-clause may be relied upon and enforced by each such director, whether direct partner, officer or indirect, arising from any employee of the circumstances Nomad, the Joint Brokers or occurrences referred to above, or from any act or omission of the Exchange, its officers, employees, agents or representatives, under LIFFE's rules or pursuant to the Exchange's obligations under statute, or from any breach of contract by or any negligence howsoever arising of the Exchange, its officers, employees, agents or representativesan Indemnified Person.
2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options markets.
Appears in 1 contract
Samples: Placing Agreement
EXCLUSION OF LIABILITY. 2.1 As a (a) No Group Creditor (or its Nominated Recipient(s)) shall be entitled to challenge the validity of any act done or omitted to be done in good faith by any of the Advisers, the Group DOCA Companies, each member of LIFFE the Group, Holdco, Opco, the Administrative Parties and the Ad Hoc Committee (or any of its Affiliates and any of its or their respective officers, directors, employees, partners, shareholders) (the “Excluded Persons”) in connection with their actions or omissions pursuant to the Rules of LIFFE, we are required to include a provision dealing with exclusion of liability in our agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice to the generality of Clauses 22, 23, 27 and 28 of this Agreement with you.
2.2 LIFFE Administration and Management (the "Exchange") is obliged under the FSA1986 to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended or restricted, Deed or the market may from time to time be closed exercise by any of the Excluded Persons in good faith of any power conferred upon them for a temporary period or for such longer period as may be determined the purposes of this Deed if exercised in accordance with LIFFE's rules the provisions of this Deed.
(b) Subject to the operation of Clause 8.2, no Excluded Person shall be liable for any cost, loss or liability in connection with the DOCAs or this Deed unless such loss is attributable to its wilful misconduct or fraud.
(c) With respect to the Group Creditors or any other person affected or bound by the DOCAs or this Deed, the Administrative Parties undertake to perform or to observe only such of its covenants or obligations as are specifically set forth in the DOCAs and this Deed. The Administrative Parties shall have only those duties, obligations and responsibilities expressly specified in this Deed and the Restructuring Documents to which they are party and no others shall be implied.
(d) Nothing in the Revised Administrators’ Proposals, the DOCAs, or this Deed shall impose any obligation on the occurrence Administrative Parties to expend its own funds or pay any amount out of one or more events which require such action its personal assets with respect to be taken in the interests of, inter alia, maintaining any claims made by a fair and orderly market. Any such action may result in our being unable, and through us you and your clients (if any) may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules Group Creditor as a result of a failure of some or all market facilities. We and the Exchange wish to draw the following exclusion of liability to your attention and to the attention of your clients (if any). Unless otherwise expressly provided in LIFFE's rules or in any other agreement to which LIFFE is party, we and LIFFE shall not be liable to you or any client of yours for loss (including any indirect or consequential loss including, without limitation, loss of profit), damage, injury or delay, whether direct or indirect, arising from Administrative Parties taking any of the circumstances steps contemplated by this Deed except to the extent that the same arises from the gross negligence, wilful misconduct or occurrences referred to above, or from any act or omission fraud of such Parties (as applicable).
(e) None of the ExchangeAdministrative Parties and/or their respective directors, its officers, employees, agents and advisers shall be personally responsible or representativesaccountable in damages or otherwise to any Group Creditor or any other person affected or bound by the DOCA or this Deed for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Administrative Parties in good faith in accordance with this Deed that it reasonably believes to be within the scope of the authority conferred on it by the Restructuring Documents to which they are party.
(f) None of the Administrative Parties shall be personally liable for or on account of any of the statements, representations, warranties, covenants or obligations stated to be those of any Group Creditors or any other person affected or bound by this Deed, with all such liability, if any, being expressly waived by any such persons claiming by, through or under LIFFE's rules any of the foregoing.
(g) The Administrative Parties shall at all times be entitled to and may rely on any document notice, consent, order, opinion or certificate given, issued or granted by any person or court that it reasonably believes to be genuine and correct pursuant to any Restructuring Document to which it is party, without being under any obligation to enquire or otherwise determine whether any such notice, consent, order, opinion or certificate is adequate, accurate and/or complete and has been given or granted in accordance with applicable laws or any contractually binding obligation and without being under any responsibility or being under any obligation to validate the legality, effectiveness, completeness, adequacy or enforceability of the Restructuring that is to be implemented as a consequence of the DOCAs and this Deed.
(h) Nothing in this Deed shall prejudice the rights and entitlements and protections afforded to the Administrative Parties under the Restructuring Documents to which they are party.
(i) Nothing in this Deed shall restrict, or attempt to restrict, the Joint Administrators from complying with their duties as the Joint Administrators of the Administration Companies and as officers of the Court.
(j) The Joint Administrators act as agents for the Group DOCA Companies and neither they nor their representatives shall incur any personal liability in any circumstances whatsoever by virtue of this Deed or in relation to the Restructuring or any related matter, claim or statutory process.
(k) Mount Street Mortgage Servicing Limited acts solely in its role as Holding Period Trustee pursuant to the Exchange's terms of the Holding Period Trust Documents. It is not a party to any other Restructuring Document other than this Deed and the Holding Period Trust Documents and, accordingly, shall not be required to exercise any rights or perform any obligations under statute, or from any breach other Restructuring Document (notwithstanding the terms of contract by such document or any negligence howsoever arising of the Exchange, its officers, employees, agents or representativesreferences to Mount Street Mortgage Servicing Limited in such document).
2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options markets.
Appears in 1 contract
Samples: Restructuring Implementation Deed
EXCLUSION OF LIABILITY. 2.1 As a member 16.1 Each of LIFFE and pursuant the Agents will only be liable to the Rules Issuer and/or Guarantor for losses, liabilities, costs, expenses and demands arising directly from the performance of LIFFE, we are required to include a provision dealing with exclusion its obligations or the exercise of liability in our agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice its powers under this Agreement suffered by or occasioned to the generality Issuer and/or the Guarantor (the “Liabilities”) to the extent that such Agent has been negligent, fraudulent or in wilful default in respect of Clauses 22its obligations under the Agreement. For the avoidance of doubt the failure of an Agent to make a claim for payment on the Issuer, 23or to inform any other paying agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date, 27 and 28 shall not be deemed to constitute negligence, fraud or wilful default on the part of the Agent. Each of the Agents shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by them in connection with this Agreement with youAgreement.
2.2 LIFFE Administration and Management 16.2 Liabilities arising under Clause 16.1 shall be limited to the amount of the Issuer’s and/or the Guarantor’s actual loss (the "Exchange") is obliged under the FSA1986 to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may loss shall be determined in accordance with LIFFE's rules as at the date of default of the Agent or, if later, the date on which the occurrence of one or more events which require such action to be taken in the interests of, inter alia, maintaining a fair and orderly market. Any such action may result in our being unable, and through us you and your clients (if any) may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules loss arises as a result of a failure of some such default) and without reference to any special conditions or all market facilities. We and the Exchange wish to draw the following exclusion of liability to your attention and circumstances known to the attention Agent at the time of your clients (if any)entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. Unless otherwise expressly provided in LIFFE's rules or in In no event shall any other agreement to which LIFFE is party, we and LIFFE shall not Agent be liable to you for any loss of profits, goodwill, reputation, business opportunity or any client of yours anticipated saving, or for loss (including any indirect special, indirect, punitive or consequential loss including, without limitation, loss or damage of profit), damage, injury or delayany kind whatsoever, whether direct or indirectnot foreseeable, arising from any whether or not the Agent has been advised of the circumstances possibility of such loss or occurrences referred to abovedamages and regardless of whether the claim for loss or damage is made in negligence, or from any act or omission of the Exchange, its officers, employees, agents or representatives, under LIFFE's rules or pursuant to the Exchange's obligations under statute, or from any breach of contract by or any negligence howsoever arising otherwise.
16.3 The liability of the ExchangeAgents under Clause 16.1 will not extend to any Liabilities arising through any acts, events or circumstances not within its officerscontrol, employeesor resulting from the general risks of investment in or the holding of assets in any jurisdiction, agents or representatives.
2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying including, but not limited to, and having the same effect in relation toLiabilities arising from: nationalisation, business which we transactexpropriation or other governmental actions; any law, order or which we would transactregulation of a governmental, but for one supranational or regulatory body; regulation of the events referred to banking or securities industry including changes in this Paragraph occurringmarket rules or practice, on other futures currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and options marketsstrikes or industrial action.
Appears in 1 contract
Samples: Agency Agreement
EXCLUSION OF LIABILITY. 2.1 As a member of LIFFE and pursuant to the Rules of LIFFE, we are required to include a provision dealing with exclusion of liability in our agreement with you. The following provisions and paragraph 3.1 provision shall apply without prejudice to the generality of Clauses 22sections 4 and 14 of the Customer Account Documents. Pursuant to the exclusion of liability provisions contained in the LIFFE Rules, 23as amended from time to time by General Notice, 27 and 28 of this Agreement with you.
2.2 the Customer understands that business on the LIFFE market (the “Exchange”) operated by LIFFE Administration and Management (the "Exchange"“LIFFE”) is obliged under the FSA1986 to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended suspended, restricted or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, of maintaining a fair and orderly marketmarket in accordance with the Rules of LIFFE. Any such action may result in our being unableAACC, and through us you and your clients (if any) may from time to time be AACC, the Customer being prevented from or hindered in entering into contracts in accordance with the Rules of LIFFE's rules as a . Furthermore, failures or malfunction of LIFFE communications or equipment, market facilities or the ATS central processing system, or software provided by LIFFE may result in AACC being hindered in or prevented from entering into contracts in the terms of a failure Exchange Contracts, or may result in errors in orders or in contracts in the terms of some or all market facilitiesExchange Contracts. We AACC and the Exchange LIFFE wish to draw the following exclusion of liability to your attention and to the attention of your clients (if any). attention: Unless otherwise expressly provided in LIFFE's rules the Rules of LIFFE or in any other agreement to which LIFFE is party, we AACC and LIFFE shall not be liable to you or the Customer for any client of yours for loss (including any indirect or consequential loss including, without limitation, loss of profit)loss, damage, injury or delay, whether direct or indirect, arising from any of the circumstances described above or occurrences referred to above, any failure of some or all market facilities or from any act or omission of the ExchangeLIFFE, its officers, employees, agents or representatives, representatives under LIFFE's rules the Rules of LIFFE or pursuant to the ExchangeLIFFE's obligations under statute, statute or from any breach of contract by or any negligence howsoever arising of the ExchangeLIFFE, its officers, employees, agents or representatives.
2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options markets.
Appears in 1 contract
Samples: Futures Account Agreement
EXCLUSION OF LIABILITY. 2.1 As 11.1 The Lessee is responsible for choosing the Goods and making sure that they are fit and suitable for its purposes. The Lessor is not a member dealer or expert in the Goods and gives no advice or assurances about the Goods or their quality or suitability. The Goods are acquired by the Lessor at the request of LIFFE and pursuant the Lessee solely for the purpose of hiring the Goods to the Rules Lessee.
11.2 The Lessor agrees upon request and at the cost and expense of LIFFE, we are required the Lessee to include a provision dealing with exclusion of liability in our agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice assign to the generality Lessee the benefit of Clauses 22all express warranties granted in favour of the Lessor by the supplier of the Goods, 23, 27 and 28 the manufacturer of this Agreement with youthem or any third party to the extent that the Lessor is entitled to do so.
2.2 LIFFE Administration 11.3 The Goods are not hired or supplied to the Lessee with any representation, warranty, condition or undertaking (whether express or implied) concerning the condition, performance, quality, description, hiring, possession, state, transportation, suitability, use or fitness for purpose of the Goods or subject to any term, representation, warranty, condition or undertaking expressed to be implied by statute, common law or otherwise, and Management (all such terms, representations, warranties, conditions and undertakings are excluded to the "Exchange") is obliged under full extent permitted by law.
11.4 The Lessor gives no warranties that the FSA1986 to ensure Goods do not or that business conducted the Lessee’s use of the Goods will not infringe any patents, trademarks, registered designs, copyrights or intellectual property rights owned or possessed by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We any third party and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, maintaining a fair and orderly market. Any such action may result in our being unable, and through us you and your clients (if any) may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules as a result of a failure of some or all market facilities. We and the Exchange wish to draw the following exclusion of liability to your attention and to the attention of your clients (if any). Unless otherwise expressly provided in LIFFE's rules or in any other agreement to which LIFFE is party, we and LIFFE Lessor shall not be liable to you the Lessee for any loss suffered by the Lessee in any way as a result of any infringement.
11.5 The Lessee represents and warrants that it has obtained from the supplier of the Goods all representations, warranties and guarantees it requires in relation to the Goods (save as to title) including but not limited to their quality, fitness for purpose and description.
11.6 Nothing in this Agreement shall exclude or limit the liability of the Lessor in relation to fraudulent misrepresentation or any client of yours for loss (including any indirect death or consequential loss including, without limitation, loss of profit), damage, personal injury or delay, whether direct or indirect, arising from any the negligence of the circumstances Lessor or occurrences referred to above, or from any act or omission of the Exchange, its officers, employees, agents or representatives, under LIFFE's rules or pursuant to the Exchange's obligations under statute, or from any breach of contract by or any negligence howsoever arising of the Exchange, its officers, employees, agents or representatives.
2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options markets.
Appears in 1 contract
Samples: Data Protection – Privacy Notice
EXCLUSION OF LIABILITY. 2.1 As a member of LIFFE and pursuant (a) If, in providing the Services to the Rules of LIFFE, we are required to include a provision dealing with exclusion of liability in our agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice to the generality of Clauses 22, 23, 27 and 28 of this Agreement with you.
2.2 LIFFE Administration and Management (the "Exchange") is obliged you under the FSA1986 to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention thatAgreement, inter aliayou suffer or incur loss, business on the market may from time to time be suspended damage or restricted, or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, maintaining a fair and orderly market. Any such action may result in our being unable, and through us you and your clients (if any) may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules liability as a result of a failure our fraud, gross negligence or wilful default, or that of some our employees, officers or all market facilitiesdirectors then we will be liable to you for that loss, damage or liability. We and the Exchange wish to draw the following exclusion of However, we will not be liable for loss, damage or liability to your attention and to the attention of your clients (if any). Unless otherwise expressly provided in LIFFE's rules or in resulting from any other agreement cause.
(b) To the fullest extent permitted by law, in no circumstances will we, or our employees, officers or directors be liable, whether in contract, tort (including negligence) or otherwise, for any consequential, indirect or incidental losses, or special or punitive damages, however they arise, even if advised of the possibility of such damages or losses.
(c) We accept no responsibility or liability for any breaches you may incur with respect to any investment or trading restrictions to which LIFFE is partyyou are subject, we and LIFFE shall regardless of whether you have provided us with prior notice of such investment or trading restrictions.
(d) We will not be liable to you for the solvency of, or any client of yours for loss (caused by, a third-party including any indirect nominee, custodian, bank or consequential loss including, without limitation, loss of profit), damage, injury or delay, whether direct or indirect, arising from any of the circumstances or occurrences referred to aboveother third-party appointed by you, or appointed by us in good faith on your behalf, unless such third-party appointed by us is a Zodia Markets Group Member (in which case we will only be liable to you where your loss results from the Zodia Markets Group Member’s fraud, gross negligence or wilful default). We shall, in good faith, consider any act reasonable request by you to make available to you any rights we may have against any third-party that is not a Zodia Markets Group Member.
(e) If a claim is made by or omission of the Exchangeagainst us, its officers, our employees, agents officers or representativesdirectors against or by any third-party in connection with the Agreement or the Services, under LIFFE's rules you will provide us or pursuant our employees, officers or directors with such assistance in respect of such claim as may reasonably be requested.
(f) We may introduce you to a Zodia Markets Group Member. If such Zodia Markets Group Member enters into transactions with or for you, you will have a direct relationship with the Zodia Markets Group Member in relation to the Exchange's obligations under statuteservices provided by that Zodia Markets Group Member, which shall not be subject to this Agreement, but will be subject to terms separately agreed between you and that Zodia Markets Group Member. If you have a dispute with, or from claim against, the Zodia Markets Group Member that dispute or claim will be directly with the Zodia Markets Group Member and we will not have any breach of contract by responsibility or any negligence howsoever arising of the Exchange, its officers, employees, agents or representatives.
2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying to, and having the same effect liability in relation to, business which we transact, to the dispute or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options marketsclaim.
Appears in 1 contract
Samples: Client Terms and Conditions
EXCLUSION OF LIABILITY. 2.1 As a member of the LIFFE market, and pursuant to the Rules of LIFFE, we are UOB is required to include a provision dealing with exclusion of liability in our UOB’s agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice to the generality of Clauses 22, 23, 27 and 28 Clause 1.20 of this Agreement with you.
2.2 the Client Agreement. LIFFE Administration and Management (the "Exchange") is obliged under the FSA1986 Financial Services and Markets Act 2000 to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We To this end, LIFFE will at all times endeavour to maintain a fair and orderly market as is consistent with LIFFE’s legal obligations and the Exchange wish object of the market. LIFFE wishes to draw to your the attention of members and clients that, inter alia, business on the market may from time to time be suspended or restricted, restricted or the market may from time to time be closed for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules the Rules including, without limitation, as a result of a decision taken under LIFFE Rule 4.15 or 4.16 on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, maintaining a fair and orderly market. Any such action may result in our UOB’s being unable, and through us UOB, you and your customers (if any) being unable to enter into contracts in accordance with the Rules on the terms of Exchange Contracts either by means of contracts entered into on the market floor or through an ATS. Furthermore, UOB and you and your clients (if any) may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules the terms of Exchange Contracts, or errors in orders or in contracts in the terms of Exchange Contracts may arise, as a result of a failure or malfunction of some communications, or all equipment, or market facilities, or the ATS central processing systems, or any other system supplied or operated by LIFFE or UOB or software supplied to you by UOB or to UOB by LIFFE or by LIFFE to you. We and the Exchange wish XXXXX further wishes to draw the following exclusion of liability to your attention and to the attention of your clients (if any)attention. Unless otherwise expressly provided in LIFFE's rules the Rules or in any other agreement to which LIFFE is party, we and LIFFE shall not be liable to you any member or any client of yours for loss (including any indirect or consequential loss including, without limitation, loss of profit), damage, injury injury, or delay, whether direct or indirect, arising from any of the circumstances or occurrences referred to above, in LIFFE Rule 1.4.2 (a copy of which is published on euronext.liffe’s website and will also be available to you by UOB on request) or from any act or omission of the ExchangeLIFFE, its officers, employees, agents or representatives, representatives under LIFFE's rules the Rules or pursuant to the Exchange's LIFFE’s obligations under statute, statute or from any breach of contract by or any negligence howsoever arising of the ExchangeLIFFE, its officers, employees, agents or representatives.
2.3 Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one of the events referred to in this Paragraph occurring, on other futures and options markets.
Appears in 1 contract
Samples: Client Agreement
EXCLUSION OF LIABILITY. 2.1 As a member 19.1 Except in the event of LIFFE and pursuant to the Rules of LIFFEnegligence or fraud from FiXi, we are required to include a provision dealing with exclusion of liability in our agreement with you. The following provisions and paragraph 3.1 shall apply without prejudice to the generality of Clauses 22, 23, 27 and 28 of this Agreement with you.
2.2 LIFFE Administration and Management (the "Exchange") is obliged under the FSA1986 to ensure that business conducted by means of its market facilities is conducted in an orderly manner and so as to afford proper protection to investors. We and the Exchange wish to draw to your attention that, inter alia, business on the market may from time to time be suspended or restricted, or the market may from time to time be closed bear no responsibility for a temporary period or for such longer period as may be determined in accordance with LIFFE's rules on the occurrence of one or more events which require such action to be taken in the interests of, inter alia, maintaining a fair and orderly market. Any such action may result in our being unable, and through us you and your clients (if any) may from time to time be prevented from or hindered in entering into contracts in accordance with LIFFE's rules any loss as a result of any acts and/or omissions, whether carried out by you or by a failure of some or all market facilities. We and the Exchange wish to draw the following exclusion of liability third party on your behalf, in relation to your attention transactions with us.
19.2 In general, neither party shall be liable for any losses which may arise as a result of unforeseeable events at the time when the Agreement was made effective, nor shall any party be liable for any losses that were not caused by any breach of the terms contained herein.
19.3 Where we outsource any activity to third parties, in order to be able to provide you with our Services under the Agreement, we will exercise all reasonable endeavours prior to contracting with them. However, you understand that it is not within our possibilities to control the activities of such third parties. Our responsibility, therefore, shall be to exercise all efforts to minimise any losses that you may suffer as a result of an act and/or omission of the outsourced party(ies). Nonetheless, we shall not be liable for any loss that you may suffer as a result of such acts and/or omissions from third-party service providers, unless we have acted negligently.
19.4 You acknowledge and to the attention accept that you are entering into all and any transactions with us at your own risk, and we assume no liability for any loss whatsoever as a result of your clients trading activity with us, unless in the event of any wrongdoing from our behalf. Nothing in this clause shall be taken to exclude any liability for death or personal injury.
19.5 We shall not be liable for any direct, indirect, consequential, incidental and/or special losses (if any). Unless otherwise expressly provided in LIFFE's rules including, but not limited to loss of profits, trading losses, or in damages) which result from a breach of contract by you.
19.6 Further, and notwithstanding any other agreement to which LIFFE is partyprovision in the Agreement, we and LIFFE shall will not be liable to you as a result of: a) Negligence, fraud, breach of the Agreement, breach of any law and/or any other act and/or omission by you; b) Unavailability of the Software and/or our systems, other than in instances of wrongdoing by us; c) You being unable to access our Software and/or FiXi Direct or any client other system, or any delay you may suffer when attempting to contact any of yours our customer support staff, unless this is due to wrongdoing by us. d) Us taking measures to ensure compliance with any applicable law or regulation, including where we are precluded from processing any instruction from you which may result in us breaching the applicable law. e) Any other event and/or circumstance which is outside our control.
19.7 We shall not be liable for any failure to access the Software and/or FiXi Direct. We are not responsible for any delays, delivery failures, or any loss (or damage which results from the transmission of information over any network, including but not limited to the internet.
19.8 The limitations and/or exclusions included in the Agreement shall apply irrespective of whether we, including any indirect or consequential loss including, without limitation, loss of profit), damage, injury or delay, whether direct or indirect, arising from our employees and/or affiliates are aware of any of the circumstances or occurrences referred to abovelosses you may incur, or from any act or omission of claims you may make against the Exchange, its officers, employees, agents or representatives, under LIFFE's rules or pursuant to the Exchange's obligations under statute, or from any breach of contract by or any negligence howsoever arising of the Exchange, its officers, employees, agents or representativesFirm.
2.3 Paragraphs 2.1 19.9 Where you have trusted a third party, and/or followed any instruction, indication or advice from a third party, including trading signals and/or copy trading strategies which resulted in any loss for you, we shall not be liable. You understand that the service we provide is on an execution-only basis and 2.2 therefore we are not responsible for any losses you may incur as a result of this Schedule 2 these circumstances.
19.10 Where you have trusted a third party, and/or followed any instruction, indication or advice from a third party, including trading signals and/or copy trading strategies which resulted in any loss for you, we shall not be construed liable. You understand that the service we provide is on an execution-only basis and therefore we are not responsible for any losses you may incur as applying to, and having the same effect in relation to, business which we transact, or which we would transact, but for one a result of the events referred to in this Paragraph occurring, on other futures and options marketsthese circumstances. 20.
Appears in 1 contract
Samples: Client Agreement