Common use of Exclusions and Limitations of Liability Clause in Contracts

Exclusions and Limitations of Liability. a) Certain legislation, including the Consumer Xxxxxxxxxx Xxx 0000 may impose or imply warranties, conditions, guarantees or other obligations which cannot be excluded, restricted or modified except to a limited extent. This Agreement must be read subject to those statutory provisions. If those statutory provisions apply, notwithstanding any other provision of this Agreement, to the extent to which Good2Give is entitled to do so, Good2Give limits its liability in respect of any claim to: i) in the case of goods, at Good2Give 's option: (1) the replacement of the goods or the supply of equivalent goods; (2) the repair of the goods; (3) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (4) the payment of having the goods repaired, and ii) in the case of services, at Good2Give 's option: (1) the supply of the services again; or (2) the payment of the cost of having the services supplied again. b) To the full extent permitted by law and subject to a) above, Good2Give shall not under any circumstances be liable to the Charity in respect of: i) any claim for any: loss of profit, revenue, goodwill or business; loss or corruption of, or damage to data; interruption to business, failure to realise anticipated savings; loss of reputation; or indirect, consequential, special, punitive or incidental loss or damage; or ii) any loss, costs or damages arising from the negligence, wilful misconduct or fraud of the Charity. c) To the full extent permitted by law and subject to a) above, Good2Give’s total liability to the Charity in respect of all losses, claims, costs or expenses arising under or in connection with the Agreement, howsoever arising, shall not exceed the aggregate amount of Administration Costs paid by the Charity during the Term of this Agreement. d) Both parties warrant and represent that they have full capacity and authority to enter into and perform this Agreement. Otherwise, to the full extent permitted by law and subject to a) above, Good2Give excludes all representations, warranties, guarantees, terms and conditions, whether express or implied (and including those implied or imposed by statute, custom, law or otherwise), except as expressly set out in this this Agreement. e) The Charity acknowledges and agrees that access to the Platform and the Administrative Support Functions is provided on an "as is", "as available" basis (which amongst other things depends on the availability of sufficient internet bandwidth and functioning network connections) and, accordingly, Good2Give does not warrant or guarantee that the Platform will be error-free or available at all times. f) Nothing in this Agreement operates to exclude or restrict a party's liability for fraud. g) Nothing in this Agreement operates to represent that Good2Give is a collection agent on behalf of the Charity. h) Neither party will be liable for any delay in performing or failure to perform any of our obligations under this Agreement to the extent that such delay or failure is due to a Force Majeure Event. A party affected by a Force Majeure Event will be temporarily excused from performing its obligations for the resulting period of delay, provided that the delaying party promptly notifies the other party in writing of the reasons for the delay or failure to perform those obligations.

Exclusions and Limitations of Liability. (a) Certain legislation, including the Consumer Xxxxxxxxxx Xxx 0000 may impose or imply All warranties, conditionsrepresentations, guarantees or guarantees, conditions and terms, other obligations which cannot be excluded, restricted or modified except to a limited extent. This Agreement must be read subject to than those statutory provisions. If those statutory provisions apply, notwithstanding any other provision of expressly set out in this Agreement, whether express or implied by statute, common law, trade usage or otherwise and whether written or oral are hereby expressly excluded to the fullest extent to which Good2Give is entitled to do so, Good2Give limits its liability in respect of any claim to: i) in the case of goods, at Good2Give 's option:permissible by Law. (1b) the replacement None of the goods or the supply of equivalent goods; (2) the repair of the goods; (3) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (4) the payment of having the goods repaired, and ii) Parties shall in the case of services, at Good2Give 's option: (1) the supply of the services again; or (2) the payment of the cost of having the services supplied again. b) To the full extent permitted by law and subject to a) above, Good2Give shall not under any circumstances be liable to the Charity for any claim, whether arising in respect of: i) any claim contract, tort or otherwise, for any: consequential, economic, special or other indirect loss of profitany other Party, revenueincluding losses calculated by reference to lost profits, goodwill or business; loss or corruption ofcontracts, or damage to data; interruption to business, failure goodwill, income, production or accruals of any such other Party (it being understood that if in connection with any Proceeding a Party is required to realise anticipated savings; pay damages to a third party based on consequential, economic, special or other indirect losses of such third party, such liability for such damages shall be deemed to be a direct loss of reputation; or indirect, consequential, special, punitive or incidental loss or damage; or ii) any loss, costs or damages arising from the negligence, wilful misconduct or fraud of the CharityParty that is required to pay such amounts to such third party). (c) To The Company acknowledges and agrees that the full extent permitted by law and subject to a) above, Good2Give’s total Consultant shall not have any liability to the Charity in respect Company for any Losses made, suffered or incurred by the Company as a result of all losses, claims, costs or expenses arising under or in connection (i) the Consultant’s complying with the Agreementterms of this Agreement or any directions or authorizations that are provided to the Consultant by the Company or the Manager as specifically contemplated by this Agreement or (ii) if the Consultant requests in writing an authorization from the Company or the Manager (together with a reasonably detailed written explanation of the reasons for such request) in order to take a specified action but the Company or the Manager does not provide such requested authorization, howsoever arisingthe consequences of not taking the actions that were the subject matter of such authorization request. (d) The Consultant, its directors, agents, officers, employees, subsidiaries and Affiliates, as agents of the Company, shall not exceed be liable to the aggregate amount Company or to any other Person for any act or omission committed in the performance of Administration Costs paid by this Agreement unless such act constitutes bad faith, gross negligence, fraud or willful and wanton misconduct. Notwithstanding any other provision in this Agreement, in no event shall the Charity during Company make any claims against the Term Consultant or its Affiliates on account of any alleged errors of judgment made in good faith in the development or operation of the Auditoriums in accordance with the terms of this Agreement. d(e) Both parties warrant The Parties accept that the limitations and represent that they have full capacity and authority to enter into and perform this Agreement. Otherwise, to the full extent permitted by law and subject to a) above, Good2Give excludes all representations, warranties, guarantees, terms and conditions, whether express or implied (and including those implied or imposed by statute, custom, law or otherwise), except as expressly exclusions set out in this this AgreementSection 6.1 are reasonable having regard to all the circumstances. e) The Charity acknowledges and agrees that access to the Platform and the Administrative Support Functions is provided on an "as is", "as available" basis (which amongst other things depends on the availability of sufficient internet bandwidth and functioning network connections) and, accordingly, Good2Give does not warrant or guarantee that the Platform will be error-free or available at all times. f) Nothing in this Agreement operates to exclude or restrict a party's liability for fraud. g) Nothing in this Agreement operates to represent that Good2Give is a collection agent on behalf of the Charity. h) Neither party will be liable for any delay in performing or failure to perform any of our obligations under this Agreement to the extent that such delay or failure is due to a Force Majeure Event. A party affected by a Force Majeure Event will be temporarily excused from performing its obligations for the resulting period of delay, provided that the delaying party promptly notifies the other party in writing of the reasons for the delay or failure to perform those obligations.

Exclusions and Limitations of Liability. (a) Certain legislation, including the Consumer Xxxxxxxxxx Xxx 0000 may impose or imply All warranties, conditionsrepresentations, guarantees or guarantees, conditions and terms, other obligations which cannot be excluded, restricted or modified except to a limited extent. This Agreement must be read subject to than those statutory provisions. If those statutory provisions apply, notwithstanding any other provision of expressly set out in this Agreement, whether express or implied by statute, common law, trade usage or otherwise and whether written or oral are hereby expressly excluded to the fullest extent to which Good2Give is entitled to do so, Good2Give limits its liability in respect of any claim to: i) in the case of goods, at Good2Give 's option:permissible by Law. (1b) the replacement None of the goods or the supply of equivalent goods; (2) the repair of the goods; (3) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (4) the payment of having the goods repaired, and ii) Parties shall in the case of services, at Good2Give 's option: (1) the supply of the services again; or (2) the payment of the cost of having the services supplied again. b) To the full extent permitted by law and subject to a) above, Good2Give shall not under any circumstances be liable to the Charity for any claim, whether arising in respect of: i) any claim contract, tort or otherwise, for any: consequential, economic, special or other indirect loss of profitany other Party, revenueincluding losses calculated by reference to lost profits, goodwill or business; loss or corruption ofcontracts, or damage to data; interruption to business, failure goodwill, income, production or accruals of any such other Party (it being understood that if in connection with any Proceeding a Party is required to realise anticipated savings; pay damages to a third party based on consequential, economic, special or other indirect losses of such third party, such liability for such damages shall be deemed to be a direct loss of reputation; or indirect, consequential, special, punitive or incidental loss or damage; or ii) any loss, costs or damages arising from the negligence, wilful misconduct or fraud of the CharityParty that is required to pay such amounts to such third party). (c) To The Company acknowledges and agrees that the full extent permitted by law and subject to a) above, Good2Give’s total Manager shall not have any liability to the Charity in respect Company for any Losses made, suffered or incurred by the Company as a result of all losses, claims, costs or expenses arising under or in connection (i) the Manager’s complying with the terms of this Agreement or any directions or authorizations that are provided to the Manager by the Company as specifically contemplated by this Agreement or (ii) if the Manager requests in writing an authorization from the Company under Section 2.3 (together with a reasonably detailed written explanation of the reasons for such request) in order to take a specified action but the Company does not provide such requested authorization, the consequences of not taking the actions that were the subject matter of such authorization request. In addition, the Company acknowledges and agrees that, notwithstanding anything to the contrary contained in this Agreement, howsoever arisingthe Manager shall not be required to incur any cost or make any expenditure that is not contemplated by the Approved Budget then in effect and shall have no liability to the Company for any Losses made, suffered or incurred by the Company as a result of the Manager’s not incurring any such cost or making any such expenditure or failing to take any related actions (including rendering the Services) as a result thereof. (d) The Manager, its directors, agents, officers, employees, subsidiaries and Affiliates, as agents of the Company, shall not exceed be liable to the aggregate amount Company or to any other Person for any act or omission committed in the performance of Administration Costs paid by this Agreement unless such act constitutes bad faith, gross negligence, fraud or willful and wanton misconduct. Notwithstanding any other provision in this Agreement, in no event shall the Charity during Company make any claims against the Term Manager or its Affiliates on account of any alleged errors of judgment made in good faith in the development or operation of a Facility in accordance with the terms of this Agreement. d(e) Both parties warrant The Parties accept that the limitations and represent that they have full capacity and authority to enter into and perform this Agreement. Otherwise, to the full extent permitted by law and subject to a) above, Good2Give excludes all representations, warranties, guarantees, terms and conditions, whether express or implied (and including those implied or imposed by statute, custom, law or otherwise), except as expressly exclusions set out in this this AgreementSection 12.1 are reasonable having regard to all the circumstances. e) The Charity acknowledges and agrees that access to the Platform and the Administrative Support Functions is provided on an "as is", "as available" basis (which amongst other things depends on the availability of sufficient internet bandwidth and functioning network connections) and, accordingly, Good2Give does not warrant or guarantee that the Platform will be error-free or available at all times. f) Nothing in this Agreement operates to exclude or restrict a party's liability for fraud. g) Nothing in this Agreement operates to represent that Good2Give is a collection agent on behalf of the Charity. h) Neither party will be liable for any delay in performing or failure to perform any of our obligations under this Agreement to the extent that such delay or failure is due to a Force Majeure Event. A party affected by a Force Majeure Event will be temporarily excused from performing its obligations for the resulting period of delay, provided that the delaying party promptly notifies the other party in writing of the reasons for the delay or failure to perform those obligations.

Exclusions and Limitations of Liability. a) Certain legislation, including the Consumer Xxxxxxxxxx Xxx 0000 may impose or imply warranties, conditions, guarantees or other obligations which can3.1 The Majority Sellers shall not be excluded, restricted or modified except liable to a limited extent. This Agreement must be read subject to those statutory provisions. If those statutory provisions apply, notwithstanding make any other provision payment under paragraph 2 of this Agreement, to the extent to which Good2Give is entitled to do so, Good2Give limits its liability Schedule in respect of any claim toTax Liability or other liability (a “Covenant Liability”) to the extent that: i) 3.1.1 provision or reserve was made in the case of goodsAccounts, at Good2Give 's option: (1) Management Accounts and the replacement of the goods or the supply of equivalent goods; (2) the repair of the goods; (3) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (4) the payment of having the goods repaired, and ii) in the case of services, at Good2Give 's option: (1) the supply of the services again; or (2) the payment of the cost of having the services supplied again. b) To the full extent permitted by law and subject to a) above, Good2Give shall not under any circumstances be liable to the Charity in respect of: i) any claim for any: loss of profit, revenue, goodwill or business; loss or corruption of, or damage to data; interruption to business, failure to realise anticipated savings; loss of reputation; or indirect, consequential, special, punitive or incidental loss or damage; or ii) any loss, costs or damages arising from the negligence, wilful misconduct or fraud of the Charity. c) To the full extent permitted by law and subject to a) above, Good2Give’s total liability to the Charity Completion Accounts in respect of all losses, claims, costs the Covenant Liability or expenses arising under or in connection with the Agreement, howsoever arising, shall not exceed the aggregate amount of Administration Costs paid by the Charity during the Term of this Agreement. d) Both parties warrant and represent that they have full capacity and authority to enter into and perform this Agreement. Otherwise, to the full extent permitted by law and subject to a) above, Good2Give excludes all representations, warranties, guarantees, terms and conditions, whether express or implied (and including those implied or imposed by statute, custom, law or otherwise), except as expressly set out in this this Agreement. e) The Charity acknowledges and agrees that access to the Platform and the Administrative Support Functions is provided on an "as is", "as available" basis (which amongst other things depends on the availability of sufficient internet bandwidth and functioning network connections) and, accordingly, Good2Give does not warrant or guarantee that the Platform will be error-free or available at all times. f) Nothing in this Agreement operates to exclude or restrict a party's liability for fraud. g) Nothing in this Agreement operates to represent that Good2Give is a collection agent on behalf of the Charity. h) Neither party will be liable for any delay in performing or failure to perform any of our obligations under this Agreement to the extent that such delay Covenant Liability was taken into account in computing the amount of any such provision or failure reserve in the preparation of the Accounts; 3.1.2 such Tax Liability was discharged (whether by payment or utilisation of any Relief) prior to Closing; 3.1.3 the Covenant Liability arises or is due increased as a result of any increase in the rates of Tax, or a change in legislation, applicable law, published concessions or practice of any Tax Authority of general application coming into force after Completion; 3.1.4 such Covenant Liability arose as a direct result of a voluntary transaction act or omission entered into, carried out or failed to be carried out by or on behalf of the Company or the Buyer after Completion, including any winding up, cessation of trade, a Force Majeure Event. A party affected change in the nature of or method of carrying on trade or business by the Company after Completion or reorganization or change in the ownership of the Buyer’s Group after Completion, other than any such transaction or act: (a) which is entered into or carried out or effected under a Force Majeure Event will be temporarily excused from performing its obligations legally binding commitment of the Company created on or before Completion; or (b) which is carried out or effected in the ordinary course of business of the Company as carried on at Completion; 3.1.5 the Buyer has made a claim in respect of the same matter which gave rise to such Covenant Liability under this Agreement or pursuant to any other agreement with the Majority Sellers and such liability has been satisfied; 3.1.6 such Covenant Liability arises or is increased as a result of any election, claim, surrender or disclaimer made, or the giving of any notice or consent, or any other thing done, in relation to Tax, by or on behalf of the Company after Completion other than the making, giving or doing of which was taken into account in computing any provision or reserve for Tax in preparing the Completion Accounts; 3.1.7 such Covenant Liability has been made good by insurers or otherwise compensated for without cost or loss to the Buyer or the Company or to the extent the Buyer or the Company are entitled to recover the loss or damage suffered by them under the terms of any insurance policy; 3.1.8 to the extent a Relief (other than a Buyer’s Relief) is available (at no cost to the Buyer) or made available to the Company to set off or otherwise mitigate such Taxation; 3.1.9 to the extent that the claim would not have arisen but for the resulting period of delay, provided fact that the delaying party promptly notifies the other party in writing accounting basis, policies, method or practice of any member of the reasons Buyer's Group or of the Company, are changed after Completion save where such change is necessary to comply with any law of relevant accounting standard; 3.1.10 to the extent that the claim arises out of or is increased by some voluntary act, omission, transaction or arrangement carried out at the request of or with the consent of the Buyer or a member of the Buyer's Group before Completion or under the terms of this Schedule or the Agreement or any other agreement contemplated by it; 3.1.11 to the extent that the claim would not have arisen but for the delay making of a claim, election, surrender or disclaimer, the giving of a notice or consent in each case after Completion by any member of the Buyer’s Group the making or doing of which was not taken into account in computing and so reducing any provision or reserve for Tax in the Completion Accounts; 3.1.12 to the extent that the Tax Liability would not have arisen or the amount thereof would have been less but for a failure on the part of any other member of the Buyer's Group or the Buyer to perform those obligationsfile, after Completion and within the time prescribed for doing so, such returns, elections and notices as are reasonable to expect them to file and details of such returns, elections and notices have been notified to the Buyer within a reasonable time to allow the Buyer to consider whether the Company should take such action and provided such action will not adversely impact the Tax position of the Buyer or any member of the Buyer's Group; or 3.1.13 to the extent that the Tax Liability or claim would not have arisen except as a result of a failure by any Buyer's Group company to comply with any obligations contained in this Agreement.

Exclusions and Limitations of Liability. a) Certain legislationThe Customer and Surveypal agree that, including in order for Surveypal to be able to make the Consumer Xxxxxxxxxx Xxx 0000 may impose or imply warranties, conditions, guarantees or other obligations which cannot be excluded, restricted or modified except to a limited extent. This Agreement must be read subject to those statutory provisions. If those statutory provisions apply, notwithstanding any other provision of this Agreement, Surveypal software and services available to the extent Customer at the price(s) the Customer has agreed to which Good2Give is entitled pay, both parties have consented to certain exclusions and limitations to their potential future liabilities to each other. Without these exclusions and limitations, one or both of the parties to this Agreement would not do sobusiness with the other at the price(s) agreed upon, Good2Give limits its liability in respect of any claim to: iso these limitations are agreed by both parties to be mutual and essential consideration for this Agreement and the price(s) in the case Surveypal Service Agreement. Surveypal and the customer expressly agree that the surveypal software and services are provided “as is” except as otherwise specifically stated in this agreement. surveypal makes no representations whatsoever regarding the accuracy, completeness or quality of goodsdata or information obtained by the customer from any survey, at Good2Give 's option: (1) the replacement respondent or user of the goods surveypal software or services. the supply of equivalent goods; (2) the repair of the goods; (3) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (4) the payment of having the goods repaired, and ii) customer is solely responsible for evaluating all data and information obtained in the case of services, at Good2Give 's option: (1) the supply of the services again; or (2) the payment of the cost of having the services supplied again. b) To the full extent permitted by law and subject to a) above, Good2Give shall not under any circumstances be liable to the Charity in respect of: i) any claim for any: loss of profit, revenue, goodwill or business; loss or corruption of, or damage to data; interruption to business, failure to realise anticipated savings; loss of reputation; or indirect, consequential, special, punitive or incidental loss or damage; or ii) any loss, costs or damages arising from the negligence, wilful misconduct or fraud of the Charity. c) To the full extent permitted by law and subject to a) above, Good2Give’s total liability to the Charity in respect of all losses, claims, costs or expenses arising under or way in connection with the Agreementsurveypal software or services. surveypal provides no guarantees with respect to software, howsoever arisingconnection, shall speed, reliability, consistency or security. all such issues are frequently internet network dependent and are therefore beyond surveypal’s control. surveypal is not exceed responsible for any person or company linked to/ from surveypal’s website. To the aggregate amount of Administration Costs paid by the Charity during the Term of this Agreement. d) Both parties warrant and represent that they have full capacity and authority to enter into and perform this Agreement. Otherwise, to the full fullest extent permitted by law applicable law, Surveypal, its affiliates, and subject to a) abovetheir respective shareholders, Good2Give excludes directors, agents, servants, officers and employees hereby disclaim all representations, warranties, guarantees, terms and conditions, whether express or implied (and including those implied or imposed by statuteimplied, customwith regard to such data, law or otherwise), except as expressly set out in this this Agreement. e) The Charity acknowledges and agrees that access to the Platform information and the Administrative Support Functions is provided on an "as is"Surveypal software and/or services, "as available" basis (which amongst other things depends on the availability including without limitation any implied warranties of sufficient internet bandwidth merchantability and functioning network connections) and, accordingly, Good2Give does not warrant or guarantee that the Platform will be error-free or available at all times. f) Nothing in this Agreement operates to exclude or restrict fitness for a party's liability for fraud. g) Nothing in this Agreement operates to represent that Good2Give is a collection agent on behalf of the Charity. h) particular purpose. Neither party nor its affiliates, nor their respective shareholders, directors, agents, servants, officers and employees will be liable for any delay indirect, punitive, incidental, special or consequential damages, including without limitation damages for lost profits, lost revenue, loss of use or data or costs of cover, even if a party has been advised of the possibility of such damages and even if such damages arise out of a breach of this agreement. In the event that, notwithstanding these exclusions and limitations of liability, either party or its affiliates, or their respective shareholders, directors, agents, servants, officers and employees, are liable for any amount under any theory of recovery for any reason relating in performing any manner to this agreement, the total liability will not exceed fifty (50) per cent of the total amount paid by the customer to Surveypal in the last twelve (12) months preceding the time of the reason for which any liability first arose. this limitation of liability will not apply in case of a specific determination under applicable law of a party’s gross negligence or failure wilful misconduct. Surveypal and the customer hereby specifically agree that the foregoing exclusions and limitations of liability will apply even if they would cause any claimant’s remedies to perform fail of their essential purpose. Notwithstanding any of our obligations under this Agreement to the extent that such delay or failure is due to a Force Majeure Event. A foregoing exclusions and limitations of liability, Surveypal and the customer will each fully indemnify and hold harmless the other party, its affiliates and their respective shareholders, directors, agents, servants, officers and employees for all actual losses and liabilities in any amount including without limitation all expenses and attorney’s fees incurred in defending against and/or settling any claims of any type asserted against either party affected by a Force Majeure Event will be temporarily excused from performing third party which are the consequences of, or attributable to, any breach by a party of its obligations for the resulting period of delayin this agreement, provided that the delaying party promptly notifies the whether or not such claims are formally filed in any court, government agency or any other party in writing of the reasons for the delay or failure to perform those obligationsdispute resolution body.

Exclusions and Limitations of Liability. a) Certain legislation4.1. The Services are provided solely and exclusively by us, acting through its directors and employees. No director or employee assumes any personal responsibility to you, and accordingly no director or employee shall owe you any personal duty of care. 4.2. It is agreed and understood that no director or employee shall be liable to you and you will not bring any claim against any director or employee for any loss or damage howsoever arising as a consequence of the acts or omissions of such director or employee (including negligent acts or omissions), save where such loss or damage is caused by fraud on the Consumer Xxxxxxxxxx Xxx 0000 may impose part of such director or imply warrantiesemployee, conditions, guarantees or other obligations which cannot otherwise be lawfully excluded, restricted or modified except . The Company itself shall be liable to a limited extent. This Agreement must be read subject you to those statutory provisions. If those statutory provisions apply, notwithstanding any other provision the same extent as it would have been in the absence of this Agreementexclusion, and the Company undertakes not to rely upon any matter by way of defence if and to the extent that such matter would not have been available to it in the absence of this exclusion. 4.3. The extent to which Good2Give is entitled any loss or damage will be recoverable by you from us will also be limited so as to do sobe in proportion to our contribution to the overall fault for such loss or damage, Good2Give limits its taking into account any contributory negligence by you and any negligence by your other advisers and/or any third party responsible to you and/or liable in respect of such loss or damage.‌‌ 4.4. Servca’s aggregate liability for breach of contract, negligence, breach of statutory duty or other claim arising out of or in connection with this Agreement or the Services shall be limited as follows: a) in respect of personal injury or death caused by Servca’s negligence, GBP 1 million; b) in respect of any claim to:matter where liability cannot be excluded by law, GBP 1 million; ic) in the case respect of goodsany fraudulent acts (including theft or conversion) or willful default by Servca, at Good2Give 's option: (1) the replacement of the goods or the supply of equivalent goodsGBP 1 million; (2) the repair of the goods; (3) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (4) the payment of having the goods repaired, and iid) in the case respect of servicesclaims other than under (a), at Good2Give 's option: (1) the supply of the services again; or (2) the payment of the cost of having the services supplied again. b) To the full extent permitted by law and subject to a(c) above, Good2Give the total aggregate liability of Servca shall not under any circumstances be liable limited to the Charity sum of GBP 5 million; and e) subject to (a), (b) and (c) above, in respect of: i) any claim for anyof the following losses: loss of profit, revenue, goodwill or business; loss or corruption of, or damage to data; interruption to business, failure to realise anticipated savingsof opportunity; loss of reputation; loss of profits; loss of anticipated savings; increased costs of doing business; or indirect, consequential, special, punitive any other indirect or incidental loss or damage; or ii) any consequential loss, costs or damages arising from the negligence, wilful misconduct or fraud of the CharityServca will have no liability in any circumstances. c) To 4.5. Both you and we agree that the full extent permitted foregoing exclusions and limitations are reasonable, based on the level of risk assumed by law and subject to a) above, Good2Give’s total liability to the Charity in respect of all losses, claims, costs or expenses arising under or us in connection with the Agreement, howsoever arising, shall not exceed Services we provide and the aggregate amount of Administration Costs paid by the Charity during the Term fees and/ or commission or brokerage earned under this TOBA. 4.6. The terms of this Agreementclause 4 shall be enforceable by directors and employees. d) Both parties warrant and represent that they have full capacity and authority to enter into and perform this Agreement. Otherwise, to the full extent permitted by law and subject to a) above, Good2Give excludes all representations, warranties, guarantees, terms and conditions, whether express or implied (and including those implied or imposed by statute, custom, law or otherwise), except as expressly set out in this this Agreement. e) The Charity acknowledges and agrees that access to the Platform and the Administrative Support Functions is provided on an "as is", "as available" basis (which amongst other things depends on the availability of sufficient internet bandwidth and functioning network connections) and, accordingly, Good2Give does not warrant or guarantee that the Platform will be error-free or available at all times. f) Nothing in this Agreement operates to exclude or restrict a party's liability for fraud. g) Nothing in this Agreement operates to represent that Good2Give is a collection agent on behalf of the Charity. h) Neither party will be liable for any delay in performing or failure to perform any of our obligations under this Agreement to the extent that such delay or failure is due to a Force Majeure Event. A party affected by a Force Majeure Event will be temporarily excused from performing its obligations for the resulting period of delay, provided that the delaying party promptly notifies the other party in writing of the reasons for the delay or failure to perform those obligations.

Exclusions and Limitations of Liability. a) Certain legislation, including the Australian Competition and Consumer Xxxxxxxxxx Xxx 0000 Act 2010 (Cth) may impose or imply warranties, conditions, guarantees or other obligations which cannot be excluded, restricted or modified except to a limited extent. This Agreement must be read subject to those statutory provisions. If those statutory provisions apply, notwithstanding any other provision of this Agreement, to the extent to which Good2Give is entitled to do so, Good2Give limits its liability in respect of any claim to: i) in the case of goods, at Good2Give 's option: (1) the replacement of the goods or the supply of equivalent goods; (2) the repair of the goods; (3) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (4) the payment of having the goods repaired, and ii) in the case of services, at Good2Give 's option: (1) the supply of the services again; or (2) the payment of the cost of having the services supplied again. b) To the full extent permitted by law and subject to a) above, Good2Give shall not under any circumstances be liable to the Charity in respect of: i) any claim for any: loss of profit, revenue, goodwill or business; loss or corruption of, or damage to data; interruption to business, failure to realise anticipated savings; loss of reputation; or indirect, consequential, special, punitive or incidental loss or damage; or ii) any loss, costs or damages arising from the negligence, wilful misconduct or fraud of the Charity. c) To the full extent permitted by law and subject to a) above, Good2Give’s total liability to the Charity in respect of all losses, claims, costs or expenses arising under or in connection with the Agreement, howsoever arising, shall not exceed the aggregate amount of Administration Costs paid by the Charity during the Term of this Agreement. d) Both parties warrant and represent that they have full capacity and authority to enter into and perform this Agreement. Otherwise, to the full extent permitted by law and subject to a) above, Good2Give excludes all representations, warranties, guarantees, terms and conditions, whether express or implied (and including those implied or imposed by statute, custom, law or otherwise), except as expressly set out in this this Agreement. e) The Charity acknowledges and agrees that access to the Platform and the Administrative Support Functions is provided on an "as is", "as available" basis (which amongst other things depends on the availability of sufficient internet bandwidth and functioning network connections) and, accordingly, Good2Give does not warrant or guarantee that the Platform will be error-free or available at all times. f) Nothing in this Agreement operates to exclude or restrict a party's liability for fraud. g) Nothing in this Agreement operates to represent that Good2Give is a collection agent on behalf of the Charity. h) Neither party will be liable for any delay in performing or failure to perform any of our obligations under this Agreement to the extent that such delay or failure is due to a Force Majeure Event. A party affected by a Force Majeure Event will be temporarily excused from performing its obligations for the resulting period of delay, provided that the delaying party promptly notifies the other party in writing of the reasons for the delay or failure to perform those obligations.

Exclusions and Limitations of Liability. (a) Certain legislation, including the Consumer Xxxxxxxxxx Xxx 0000 may impose or imply All warranties, conditions, guarantees or other obligations which cannot be excluded, restricted or modified except to a limited extent. This Agreement must be read subject to those statutory provisions. If those statutory provisions apply, notwithstanding any other provision of this Agreement, to the extent to which Good2Give is entitled to do so, Good2Give limits its liability in respect of any claim to: i) in the case of goods, at Good2Give 's option: (1) the replacement of the goods or the supply of equivalent goods; (2) the repair of the goods; (3) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (4) the payment of having the goods repaired, and ii) in the case of services, at Good2Give 's option: (1) the supply of the services again; or (2) the payment of the cost of having the services supplied again. b) To the full extent permitted by law and subject to a) above, Good2Give shall not under any circumstances be liable to the Charity in respect of: i) any claim for any: loss of profit, revenue, goodwill or business; loss or corruption of, or damage to data; interruption to business, failure to realise anticipated savings; loss of reputation; or indirect, consequential, special, punitive or incidental loss or damage; or ii) any loss, costs or damages arising from the negligence, wilful misconduct or fraud of the Charity. c) To the full extent permitted by law and subject to a) above, Good2Give’s total liability to the Charity in respect of all losses, claims, costs or expenses arising under or in connection with the Agreement, howsoever arising, shall not exceed the aggregate amount of Administration Costs paid by the Charity during the Term of this Agreement. d) Both parties warrant and represent that they have full capacity and authority to enter into and perform this Agreement. Otherwise, to the full extent permitted by law and subject to a) above, Good2Give excludes all representations, warranties, guarantees, terms conditions and conditionsterms, other than those expressly set out in this Agreement, whether express or implied (and including those implied or imposed by statute, customcommon law, law trade usage or otherwise and whether written or oral are hereby expressly excluded to the fullest extent permissible by Law. (b) None of the Parties shall in any circumstances be liable for any claim, whether arising in contract, tort or otherwise, for consequential (including lost profits (except to the extent recoverable as or deemed a direct damage under applicable Law), except as expressly set out contracts, business, goodwill, income, production or accruals of any such other Party), economic, special or other indirect loss of any other Party. Provided, however, that if in this this Agreementconnection with any Proceeding a Party is required to pay damages to a third party based on consequential, economic, special or other indirect losses of such third party, such liability for such damages shall be deemed to be a direct loss of the Party that is required to pay such amounts to such third party. e(c) The Charity Owner acknowledges and agrees that access AMC shall not have any liability to the Platform and the Administrative Support Functions is provided on an "as is", "as available" basis (which amongst other things depends on the availability of sufficient internet bandwidth and functioning network connections) and, accordingly, Good2Give does not warrant or guarantee that the Platform will be error-free or available at all times. f) Nothing in this Agreement operates to exclude or restrict a party's liability for fraud. g) Nothing in this Agreement operates to represent that Good2Give is a collection agent on behalf of the Charity. h) Neither party will be liable it for any delay Losses made, suffered or incurred by Owner as a result of (i) AMC’s complying with any directions or authorizations that are provided by Owner or (ii) if AMC reasonably requests an authorization from Owner in performing or failure order to perform any of our obligations take a specified action that is not otherwise authorized under this Agreement but Owner does not provide such requested authorization, the consequences of not taking the actions that were the subject matter of such authorization request. In addition, Owner acknowledges and agrees that, notwithstanding anything to the extent contrary contained in this Agreement, AMC shall not be required to incur any cost or make any expenditure when there are insufficient Owner Funds available or that is not contemplated by the Approved Budget then in effect and shall have no liability to Owner for any Losses made, suffered or incurred by Owner as a result of AMC not incurring any such delay cost or failure is due making any such expenditure or failing to take any related actions as a Force Majeure Event. A party affected by a Force Majeure Event will be temporarily excused from performing its obligations for the resulting period of delayresult thereof; provided, provided that the delaying party promptly notifies the other party in writing of the reasons for the delay or failure AMC shall use commercially reasonable efforts to perform those obligationsmitigate any such Losses.