Common use of Financial Limits Clause in Contracts

Financial Limits. Subject to Clause 36.1.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand pounds (£500,000)] [or a sum equal to one hundred and twenty five per cent (125%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand pounds (£500,000) in each such Call Off Contract Year] [or a sum equal to one hundred and twenty five per cent (125%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand pounds (£500,000) in each such Call Off Contract Year] [or a sum equal to one hundred and twenty five per cent (125%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedure. Subject to Clauses 36.1.1 (Unlimited Liability) and 36.2.1 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Subject to Clause 36.1.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 40.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand one million pounds (£500,0001,000,000)] [or and a sum equal to [one hundred and twenty five fifty per cent (125150%) )] of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand one million pounds (£500,000) 1,000,000)] in each such Call Off Contract Year] [or Year and a sum equal to [one hundred and twenty five per cent fifty percent (125150%) )] of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand one million pounds (£500,000) 1,000,000)] in each such Call Off Contract Year] [or Year and a sum equal to [one hundred and twenty five per cent fifty percent (125150%) )] of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedure. Subject to Clauses 36.1.1 40.1 (Unlimited Liability) and 36.2.1 40.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Subject to Clause 36.1.1 40.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 36.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Not used Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,000)] [10,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], ; unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedurehas specified different financial limits in the Call Off Order Form. Subject to Clauses 36.1.1 36.1 (Unlimited Liability) and 36.2.1 36.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Non-recoverable Losses Subject to Clause 36.1.1 36.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 36.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer Contracting Authority under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,000)] [10,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], ; unless a the Contracting Authority has specified different aggregate limit or percentage under this Clause (c) is stipulated by financial limits in the Customer during a Further Competition ProcedureCall Off Order Form. Subject to Clauses 36.1.1 36.1 (Unlimited Liability) and 36.2.1 36.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the CustomerContracting Authority's total aggregate liability in respect of all Losses as a result of Customer Contracting Authority Causes shall be limited to: in relation to any Customer Contracting Authority Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Contracting Authority Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Contracting Authority Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Non-recoverable Losses Subject to Clause 36.1.1 36.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 36.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,000)] [or 10,000,000) and a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [or Year and a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [or Year and a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedure. Subject to Clauses 36.1.1 36.1 (Unlimited Liability) and 36.2.1 36.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Subject to Clause 36.1.1 36.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 36.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,000)] [10,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period]; in relation to liability arising from Default arising from breach of clause 34.3 (Confidentiality) or Default arising from breach of clause 34.5 (Protection of GDPR), the higher of twenty million pounds (£20,000,000) in each such Call Off Contract Year or a sum equal to one hundred and fifty percent (150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period, notwithstanding any other limitation in this clause 36.2.1(b), unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedurehas specified different financial limits in the Call Off Order Form. Subject to Clauses 36.1.1 36.1 (Unlimited Liability) and 36.2.1 36.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Non-recoverable Losses Subject to Clause 36.1.1 36.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 39.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,000)] [10,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], ; unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedurehas specified different financial limits in the Call Off Order Form. Subject to Clauses 36.1.1 39.1 (Unlimited Liability) and 36.2.1 39.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Non-recoverable Losses Subject to Clause 36.1.1 39.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 36.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Not used Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand one million pounds (£500,000)] [1,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand one million pounds (£500,0001,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand one million pounds (£500,0001,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], ; unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedurehas specified different financial limits in the Call Off Order Form. Subject to Clauses 36.1.1 36.1 (Unlimited Liability) and 36.2.1 36.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Non-recoverable Losses Subject to Clause 36.1.1 36.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 36.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,000)] [10,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], ; unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedurehas specified different financial limits in the Call Off Order Form. Subject to Clauses 36.1.1 36.1 (Unlimited Liability) and 36.2.1 36.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Subject to Clause 36.1.1 36.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 38.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,000)] [10,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], ; unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedurehas specified different financial limits in the Call Off Order Form. Subject to Clauses 36.1.1 38.1 (Unlimited Liability) and 36.2.1 38.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Subject to Clause 36.1.1 38.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 33.145 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Call-Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Call-Off Commencement Date to the end of the first Call Call-Off Contract Year, the higher of [five hundred thousand one million pounds (£500,000)] [or 1,000,000) and a sum equal to one hundred and twenty twenty-five per cent (125%) of the Estimated Year 1 Call Call-Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Call-Off Contract Year that commences during the remainder of the Call Call-Off Contract Period, the higher of [five hundred thousand one million pounds (£500,0001,000,000) in each such Call Call-Off Contract Year] [or Year and a sum equal to one hundred and twenty twenty-five per cent percent (125%) of the Call Call-Off Contract Charges payable to the Supplier under this Call Call-Off Contract in the previous Call Call-Off Contract Year]; and in relation to any Defaults occurring in each Call Call-Off Contract Year that commences after the end of the Call Call-Off Contract Period, the higher of [five hundred thousand to one million pounds (£500,0001,000,000) in each such Call Call-Off Contract Year] [or Year and a sum equal to one hundred and twenty twenty-five per cent percent (125%) of the Call Call-Off Contract Charges payable to the Supplier under this Call Call-Off Contract in the last Call Call-Off Contract Year commencing during the Call Call-Off Contract Period], unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedure. Subject to Clauses 36.1.1 33.1 (Unlimited Liability) and 36.2.1 33.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Call-Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Call-Off Commencement Date to the end of the first Call Call-Off Contract Year, a sum equal to the Estimated Year 1 Call Call-Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Call-Off Contract Year that commences during the remainder of the Call Call-Off Contract Period, a sum equal to the Call Call-Off Contract Charges payable to the Supplier under this Call Call-Off Contract in the previous Call Call-Off Contract Year; and in relation to any Customer Causes occurring in each Call Call-Off Contract Year that commences after the end of the Call Call-Off Contract Period, a sum equal to the Call Call-Off Contract Charges payable to the Supplier under this Call Call-Off Contract in the last Call Call-Off Contract Year commencing during the Call Call-Off Contract Period. Subject to Clause 36.1.1 33.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 48.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; NOT USED and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,000)] [10,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], ; unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedurehas specified different financial limits in the Call Off Order Form. Subject to Clauses 36.1.1 48.1 (Unlimited Liability) and 36.2.1 48.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Subject to Clause 36.1.1 48.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 45.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract Lease Agreement as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Lease Agreement Commencement Date to the end of the first Call Off Contract Lease Agreement Year, the higher of [five hundred thousand ten million pounds (£500,000)] [10,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Lease Agreement Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Lease Agreement Year that commences during the remainder of the Call Off Contract Lease Agreement Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Lease Agreement Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Lease Agreement Charges payable to the Supplier under this Call Off Contract Lease Agreement in the previous Call Off Contract Lease Agreement Year]; and in relation to any Defaults occurring in each Call Off Contract Lease Agreement Year that commences after the end of the Call Off Contract Lease Agreement Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Lease Agreement Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Lease Agreement Charges payable to the Supplier under this Call Off Contract Lease Agreement in the last Call Off Contract Lease Agreement Year commencing during the Lease Agreement Period; unless the Customer has specified different financial limits in the Call Off Contract Period], unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition ProcedureOrder Form. Subject to Clauses 36.1.1 45.1 (Unlimited Liability) and 36.2.1 45.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Lease Agreement Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Lease Agreement Commencement Date to the end of the first Call Off Contract Lease Agreement Year, a sum equal to the Estimated Year 1 Call Off Contract Lease Agreement Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Lease Agreement Year that commences during the remainder of the Call Off Contract Lease Agreement Period, a sum equal to the Call Off Contract Lease Agreement Charges payable to the Supplier under this Call Off Contract Lease Agreement in the previous Call Off Contract Lease Agreement Year; and in relation to any Customer Causes occurring in each Call Off Contract Lease Agreement Year that commences after the end of the Call Off Contract Lease Agreement Period, a sum equal to the Call Off Contract Lease Agreement Charges payable to the Supplier under this Call Off Contract Lease Agreement in the last Call Off Contract Lease Agreement Year commencing during the Call Off Contract Lease Agreement Period. Non-recoverable Losses Subject to Clause 36.1.1 45.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 34.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand one million pounds (£500,0001,000,000)] [or and a sum equal to [one hundred and twenty five fifty per cent (125150%) )] of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand one million pounds (£500,000) 1,000,000)] in each such Call Off Contract Year] [or Year and a sum equal to [one hundred and twenty five per cent fifty percent (125150%) )] of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand one million pounds (£500,000) 1,000,000)] in each such Call Off Contract Year] [or Year and a sum equal to [one hundred and twenty five per cent fifty percent (125150%) )] of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedure. Subject to Clauses 36.1.1 34.1 (Unlimited Liability) and 36.2.1 34.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Subject to Clause 36.1.1 34.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 36.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period shall be subject in aggregate to the Service Credit Cap; Not used Not Used in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,000)] [10,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], ; unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedurehas specified different financial limits in the Call Off Order Form. Subject to Clauses 36.1.1 36.1 (Unlimited Liability) and 36.2.1 36.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Non-recoverable Losses Subject to Clause 36.1.1 36.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period shall be subject in aggregate to the Service Credit Cap; subject to Clause 36.2.1 (d) in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand pounds (£500,000)] [or a sum equal to one hundred and twenty five per cent (125%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand pounds (£500,000) in each such Call Off Contract Year] [or a sum equal to one hundred and twenty five per cent (125%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand pounds (£500,000) in each such Call Off Contract Year] [or a sum equal to one hundred and twenty five per cent (125%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], unless a different aggregate limit or percentage under this Clause (cd) is stipulated by the Customer during a Further Competition Procedure. The Supplier’s liability in respect of any breach of its obligations under Clause 34.7 shall be limited to £17 million. Subject to Clauses 36.1.1 (Unlimited Liability) and 36.2.1 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Subject to Clause 36.1.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 36.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand pounds (£500,000)] [or a sum equal to Year one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand pounds (£500,000) in each such Call Off Contract Year] [or a sum equal to Period one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand pounds (£500,000) in each such Call Off Contract Year] [or a sum equal to Period one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], ; unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedurehas specified different financial limits in the Call Off Order Form. Subject to Clauses 36.1.1 36.1 (Unlimited Liability) and 36.2.1 36.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Non-recoverable Losses Subject to Clause 36.1.1 36.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 36.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,00010,000,000)] [or and a sum equal to [one hundred and twenty five fifty per cent (125150%) )] of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,000) 10,000,000)] in each such Call Off Contract Year] [or Year and a sum equal to [one hundred and twenty five per cent fifty percent (125150%) )] of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,000) 10,000,000)] in each such Call Off Contract Year] [or Year and a sum equal to [one hundred and twenty five per cent fifty percent (125150%) )] of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], unless . [Guidance Note to the Authority: consider if the above default limits to the Supplier’s liability under Clause 36 are appropriate for the average Customer in this procurement and represent the right apportionment of risk between the average Customer and the Supplier. The aim should be to establish liability ceilings reflecting a different aggregate limit or percentage under this Clause (c) is stipulated combination of the best estimate by the Authority of the losses that the average Customer (and any other associated bodies) might suffer in the event of a Default by the Supplier, the likelihood of those losses occurring and the value for money considerations in limiting liability. Customers may subsequently stipulate different financial limits during a Further Competition ProcedureProcedure but cannot materially depart from those set by the Authority at the framework procurement stage. Where the Customer does alter the financial limits, they can do so through Call Off Schedule 14 (Alternative and/or Additional Clauses)] Subject to Clauses 36.1.1 36.1 (Unlimited Liability) and 36.2.1 36.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Subject to Clause 36.1.1 36.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 36.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,000)] [10,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], ; unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedurehas specified different financial limits in the Call Off Order Form. Subject to Clauses 36.1.1 36.1 (Unlimited Liability) and 36.2.1 36.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Non-recoverable Losses Subject to Clause 36.1.1 36.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b22.(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand pounds (£500,000)] [or a sum equal to one hundred and twenty five per cent (125%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand pounds (£500,000) in each such Call Off Contract Year] [or a sum equal to one hundred and twenty five per cent (125%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand pounds (£500,000) in each such Call Off Contract Year] [or a sum equal to one hundred and twenty five per cent (125%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedure. Subject to Clauses 36.1.1 (Unlimited Liability) and 36.2.1 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Subject to Clause 36.1.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. 36.2.1 Subject to Clause 36.1.1 36.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 : (VAT), 22.5.1(ba) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: : (i) Service Credits; and and (ii) Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; ; (b) in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: : (i) in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand two million pounds (£500,000)] [or 2,000,000) and a sum equal to one hundred and twenty five per cent (125%) of the Estimated Year 1 Call Off Contract Charges]; ; (ii) in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand two million pounds (£500,0002,000,000) in each such Call Off Contract Year] [or Year and a sum equal to [one hundred and twenty five per cent percent (125%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and and (iii) in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand two million pounds (£500,0002, 000,000) in each such Call Off Contract Year] [or Year and a sum equal to one hundred and twenty five per cent percent (125%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedure. . 36.2.2 Subject to Clauses 36.1.1 36.1 (Unlimited Liability) and 36.2.1 36.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: : (a) in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; ; (b) in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and and (c) in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Subject to Clause 36.1.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. 36.2.1 Subject to Clause 36.1.1 36.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 : (VAT), 22.5.1(ba) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: : (i) Service Credits; and and (ii) Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period Months shall be subject in aggregate to the Service Credit Cap; ; (b) in respect of all other Losses incurred by the Customer Contracting Authority under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: : (i) in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,000)] [10,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; ; (ii) in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and and (iii) in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], ; unless a the Contracting Authority has specified different aggregate limit or percentage under this Clause (c) is stipulated by financial limits in the Customer during a Further Competition Procedure. Call Off Order Form. 36.2.2 Subject to Clauses 36.1.1 36.1 (Unlimited Liability) and 36.2.1 36.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the CustomerContracting Authority's total aggregate liability in respect of all Losses as a result of Customer Contracting Authority Causes shall be limited to: : (a) in relation to any Customer Contracting Authority Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; ; (b) in relation to any Customer Contracting Authority Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and and (c) in relation to any Customer Contracting Authority Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Subject to Clause 36.1.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 45.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,000)] [10,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], ; unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedurehas specified different financial limits in the Call Off Order Form. Subject to Clauses 36.1.1 45.1 (Unlimited Liability) and 36.2.1 45.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Non-recoverable Losses Subject to Clause 36.1.1 45.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 47.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,000)] [10,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], ; unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedurehas specified different financial limits in the Call Off Order Form. Subject to Clauses 36.1.1 47.1 (Unlimited Liability) and 36.2.1 47.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Non-recoverable Losses Subject to Clause 36.1.1 47.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 37.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand two million pounds (£500,000)] [or 2,000,000) and a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand two million pounds (£500,0002,000,000) in each such Call Off Contract Year] [or Year and a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand two million pounds (£500,0002,000,000) in each such Call Off Contract Year] [or Year and a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedure. Subject to Clauses 36.1.1 37.1 (Unlimited Liability) and 36.2.1 37.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Subject to Clause 36.1.1 37.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

Financial Limits. Subject to Clause 36.1.1 51.1 (Unlimited Liability), the Supplier’s total aggregate liability: in respect of the indemnities in Clauses 22.2.2 (VAT), 22.5.1(b) (Income Tax and National Insurance Contributions), 27.4 (Staff Transfer), 33.9 (IPR Indemnity) [and Call Off Schedule 12 (Staff Transfer)] and, in each case, whether before or after the making of a demand pursuant to the indemnities therein) shall be unlimited. in respect of all: Service Credits; and Compensation for Critical Service Level Failure; incurred in any rolling period of any contiguous twelve (12) month period 12 Months shall be subject in aggregate to the Service Credit Cap; in respect of all other Losses incurred by the Customer under or in connection with this Call Off Contract as a result of Defaults by the Supplier shall in no event exceed: in relation to any Defaults occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, the higher of [five hundred thousand ten million pounds (£500,000)] [10,000,000) or a sum equal to one hundred and twenty five fifty per cent (125150%) of the Estimated Year 1 Call Off Contract Charges]; in relation to any Defaults occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year]; and in relation to any Defaults occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, the higher of [five hundred thousand ten million pounds (£500,00010,000,000) in each such Call Off Contract Year] [Year or a sum equal to one hundred and twenty five per cent fifty percent (125150%) of the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period], ; unless a different aggregate limit or percentage under this Clause (c) is stipulated by the Customer during a Further Competition Procedurehas specified different financial limits in the Call Off Order Form. Subject to Clauses 36.1.1 51.1 (Unlimited Liability) and 36.2.1 51.2 (Financial Limits) and without prejudice to its obligation to pay the undisputed Call Off Contract Charges as and when they fall due for payment, the Customer's total aggregate liability in respect of all Losses as a result of Customer Causes shall be limited to: in relation to any Customer Causes occurring from the Call Off Commencement Date to the end of the first Call Off Contract Year, a sum equal to the Estimated Year 1 Call Off Contract Charges; in relation to any Customer Causes occurring in each subsequent Call Off Contract Year that commences during the remainder of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the previous Call Off Contract Year; and in relation to any Customer Causes occurring in each Call Off Contract Year that commences after the end of the Call Off Contract Period, a sum equal to the Call Off Contract Charges payable to the Supplier under this Call Off Contract in the last Call Off Contract Year commencing during the Call Off Contract Period. Non-recoverable Losses Subject to Clause 36.1.1 51.1 (Unlimited Liability) neither Party shall be liable to the other Party for any: indirect, special or consequential Loss; loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).