Common use of EXCLUSIONS, LIMITATIONS AND INDEMNITY Clause in Contracts

EXCLUSIONS, LIMITATIONS AND INDEMNITY. 26.1 It shall be noted that Demeterer and any entity related to Demeterer, will perform Transactions in good faith and with proper due diligence but neither we nor our directors, officers, employees, or agents shall be liable for any losses, damages, costs or expenses, whether arising out of negligence, breach of contract, misrepresentation or otherwise, incurred or suffered by you under this Agreement (including any Transaction or where we have declined to enter into a proposed Transaction) unless such loss is a reasonably foreseeable consequence or arises directly from our or their respective gross negligence, willful default or fraud. In no circumstance, shall we have liability for losses suffered by you or any third party for any special or consequential damage, loss of profits, loss of goodwill or loss of business opportunity arising under or in connection with this Agreement, whether arising out of negligence, breach of contract, misrepresentation or otherwise. Nothing in this Agreement will limit our liability for death or personal injury resulting from our negligence. 26.2 Demeterer will not be held liable for any lost opportunities by you that have resulted in either losses or reduction (or increase) in the value of your Financial Instruments. 26.3 Without limitation, we do not accept liability for any adverse tax implications of any Transaction whatsoever. 26.4 We shall not be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra national bodies or authorities or the failure by the relevant intermediate broker or agent, agent or principal of our custodian, sub-custodian, dealer, exchange, clearing house or regulatory or self-regulatory organization, for any reason, to perform its obligations. Nothing in this Agreement will exclude or restrict any duty or liability we may have to you under Applicable Regulations, which may not be excluded or restricted thereunder. 26.5 Demeterer makes every effort to ensure that the banks and institutions to which your funds and/or Financial Instruments are deposited are of good standing and reputation. However, Xxxxxxxxx shall not be held liable in the event of a loss resulting from deterioration of the financial standing of a bank or institution, or for an event such as a liquidation, receivership or any other event that causes the Bank or institution of a failure and therefore leads to a loss of all or part of the funds deposited. 26.6 Without prejudice to any other terms of this Agreement, Xxxxxxxxx will not be liable for: 1. Systems errors (Demeterer's or service providers) 2. Delays 3. Viruses 4. Unauthorized use 5. For any act taken by or on the instruction of a Market, clearing house or regulatory body. 26.7 Demeterer will not be liable to you (in equity, contract or tort) for a representation that is not set out in this Agreement and that is not fraudulent. 26.8 You shall pay to us such sums as we may – require, on a full indemnity basis, for any losses, liabilities, costs or expenses (including legal fees), taxes, imposts and levies which we may incur or be subjected to with respect to any of your accounts or any Transaction or as a result of any misrepresentation by you or any violation by you of your obligations under this Agreement (including any Transaction) or by the enforcement of our rights.

EXCLUSIONS, LIMITATIONS AND INDEMNITY. 26.1 27.1 It shall be noted that Demeterer and any entity related to Demeterer, will perform Transactions in good faith and with proper due diligence but neither we nor our directors, officers, employees, or agents shall be liable for any losses, damages, costs or expenses, whether arising out of negligence, breach of contract, misrepresentation or otherwise, incurred or suffered by you under this Agreement (including any Transaction or where we have declined to enter into a proposed Transaction) unless such loss is a reasonably foreseeable consequence or arises directly from our or their respective gross negligence, willful default or fraud. In no circumstance, shall we have liability for losses suffered by you or any third party for any special or consequential damage, loss of profits, loss of goodwill or loss of business opportunity arising under or in connection with this Agreement, whether arising out of negligence, breach of contract, misrepresentation or otherwise. Nothing in this Agreement will limit our liability for death or personal injury resulting from our negligence. 26.2 27.2 Demeterer will not be held liable for any lost opportunities by you that have resulted in either losses or reduction (or increase) in the value of your Financial Instruments. 26.3 27.3 Without limitation, we do not accept liability for any adverse tax implications of any Transaction whatsoever. 26.4 27.4 We shall not be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra national bodies or authorities or the failure by the relevant intermediate broker or agent, agent or principal of our custodian, sub-custodian, dealer, exchange, clearing house or regulatory or self-regulatory organization, for any reason, to perform its obligations. Nothing in this Agreement will exclude or restrict any duty or liability we may have to you under Applicable Regulations, which may not be excluded or restricted thereunder. 26.5 27.5 Demeterer makes every effort to ensure that the banks and institutions to which your funds and/or Financial Instruments are deposited are of good standing and reputation. However, Xxxxxxxxx shall not be held liable in the event of a loss resulting from deterioration of the financial standing of a bank or institution, or for an event such as a liquidation, receivership or any other event that causes the Bank or institution of a failure and therefore leads to a loss of all or part of the funds deposited. 26.6 27.6 Without prejudice to any other terms of this Agreement, Xxxxxxxxx will not be liable for: 1. Systems errors (Demeterer's or service providers) 2. Delays 3. Viruses 4. Unauthorized use 5. For any act taken by or on the instruction of a Market, clearing house or regulatory body. 26.7 27.7 Demeterer will not be liable to you (in equity, contract or tort) for a representation that is not set out in this Agreement and that is not fraudulent. 26.8 27.8 You shall pay to us such sums as we may – require, on a full indemnity basis, for any losses, liabilities, costs or expenses (including legal fees), taxes, imposts and levies which we may incur or be subjected to with respect to any of your accounts or any Transaction or as a result of any misrepresentation by you or any violation by you of your obligations under this Agreement (including any Transaction) or by the enforcement of our rights.

EXCLUSIONS, LIMITATIONS AND INDEMNITY. 26.1 It shall Our duty of care 10.1 We will act with reasonable skill, care and diligence in all our conduct, and in accordance with any instruction you give us provided it complies with Applicable Regulations. As long as we conduct ourselves in this way we cannot be noted that Demeterer and held liable for any entity related loss, cost or loss of opportunity to Demeterer, will perform Transactions in good faith and with proper due diligence but neither gain. 10.2 Neither we nor our directors, officers, employees, or agents shall be liable for any losses, damages, costs or expenses, whether arising out of negligence, breach of contract, misrepresentation or otherwise, incurred or suffered by you under this the Client Agreement (including any Transaction or where we have declined to enter into a proposed Transaction) unless such loss is a reasonably foreseeable consequence or arises directly from our or their respective gross negligence, willful wilful default or fraud. In no circumstance, shall we have liability for losses suffered by you or any third party other than our own Nominee for any special or consequential damage, loss of profits, loss of goodwill or loss of business opportunity or any other indirect loss arising under or in connection with this the Client Agreement, whether arising out of negligence, breach of contract, misrepresentation or otherwise. Nothing in this Agreement will limit our liability for death or personal injury resulting from our negligence. 26.2 Demeterer will not be held liable for any lost opportunities by you that have resulted in either losses or reduction (or increase) in the value of your Financial Instruments. 26.3 10.3 Without limitation, we do not accept liability for any adverse tax implications of any Transaction whatsoever. 26.4 10.4 Without limitation, we do not accept any liability by reason of any delay or change in Market conditions before any particular Transaction is effected. 10.5 We shall not be liable to you for any partial performance or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra national bodies or authorities or the failure by the relevant intermediate broker or agent, agent or principal of our custodian, sub-custodian, dealer, exchangeMarket, clearing house or regulatory or self-regulatory organizationorganisation, for any reason, to perform its obligations. Nothing in this the Client Agreement will exclude or restrict any duty or liability we may have to you under Applicable Regulations, which may not be excluded or restricted thereunder. 26.5 Demeterer makes every effort 10.6 You will be responsible for all instructions given to ensure that us and you will be fully liable to us for the banks settlement of any Transaction arising from them. Any instruction shall be conclusively deemed to be a valid instruction from you to us if we believe it to be genuine. We reserve the right to refuse to enter any transaction on your behalf and institutions are not obliged to which your funds and/or Financial Instruments are deposited are provide any reason for our refusal to act. We reserve the right to not action instructions from you if to do so would expose us to a breach of good standing and reputation. However, Xxxxxxxxx shall not be held liable in the event of a loss resulting from deterioration of the financial standing of a bank laws or institutionregulations, or for an event such as a liquidation, receivership or any other event that causes the Bank or institution of a failure and therefore leads to a loss of all or part of the funds deposited. 26.6 Without prejudice would render us liable to any other terms of this Agreement, Xxxxxxxxx will not be liable for: 1. Systems errors (Demeterer's loss or service providers) 2. Delays 3. Viruses 4. Unauthorized use 5. For any act taken by or on the instruction of a Market, clearing house or regulatory bodyexpense. 26.7 Demeterer will not be liable to you (in equity, contract or tort) for a representation that is not set out in this Agreement and that is not fraudulent. 26.8 You shall pay to us such sums as we may – require, on a full indemnity basis, for any losses, liabilities, costs or expenses (including legal fees), taxes, imposts and levies which we may incur or be subjected to with respect to any of your accounts or any Transaction or as a result of any misrepresentation by you or any violation by you of your obligations under this Agreement (including any Transaction) or by the enforcement of our rights.