Common use of INDEMNITIES AND LIMITATION OF LIABILITY Clause in Contracts

INDEMNITIES AND LIMITATION OF LIABILITY. Under no circumstances shall either Party be liable for any indirect, consequential or like damages which may arise pursuant to this Agreement, at any time whatsoever, due to any cause whatsoever and/or for any reason whatsoever. The CONTRACTOR accepts, and shall have, no responsibility, liability and/or accountability for the acts and/or neglects of any Suppliers and/or PRASA and/or PRASA employees. Any claim, of any nature whatsoever, which PRASA may have at any time whatsoever and against whomsoever, must be lodged by PRASA in writing with the CONTRACTOR within 30 (thirty) days after the CONTRACTOR had made the relevant reservation/booking for and/or on behalf of PRASA. Any and all claims which PRASA may have against the CONTRACTOR shall lapse and prescribe no later than 3 (three) moths after PRASA became aware of such claim, provided PRASA has not formally instituted such claim against the CONTRACTOR within the said 3 (three) month period. The CONTRACTOR’s liability, accountability and/or responsibility for any loss, cost, claim, demand, liability and/or damage suffered by PRASA, if any, is limited to R10,000.00 (ten thousand Rand) per incident. CESSION OR DELEGATION AND SUBCONTRACTING Neither Party shall cede or delegate any of its rights or obligations under this Agreement nor enter into any sub-contract of whatever nature for the execution therefore or part thereof without the prior written consent of the other Party. Should the CONTRACTOR apply to cede or assign the whole portion of the Agreement, the circumstances shall be reported to the PRASA. The PRASA shall be notified immediately of the Seller’s intention to cede and/or assign its business. The name(s) of the new company and its directors shall be furnished to the PRASA together with any other information reasonably required by the PRASA. The CONTRACTOR may sub-contract any of its obligations in terms of this Agreement to a third party, provided that: such sub-contracting shall not absolve the CONTRACTOR from the responsibility of complying with its obligations in terms of this Agreement and the CONTRACTOR hereby indemnifies and holds PRASA harmless against any loss, harm or damage which PRASA may suffer as a result of such sub-contracting; such sub-contracting shall not have the effect of diluting or circumventing the provisions of the CONTRACTOR Bid submission and this Agreement; the CONTRACTOR shall at all times remain the sole point of contact for PRASA in respect of the Services performed and rendered by the CONTRACTOR to PRASA; and no such sub-contracting shall have any effect on the amount payable by PRASA to the CONTRACTOR for the performance and rendering of the Services in terms of this Agreement. The CONTRACTOR shall, during the term of this agreement, not be allowed to proceed with any of the following matters prior to receiving written consent of PRASA’s Chief Procurement Officer and Group Chief Executive Officer: any transfer of any amount of shares of the CONTRACTOR; any change in the composition of the CONTRACTOR; any change in the ownership of the CONTRACTOR; any material change in the constitution, memorandum, articles of association of similar document providing for the creation, formation or incorporation of the CONTRACTOR; or any change on the BBBEE component of the CONTRACTOR Provided that the CONTRACTOR shall not require any approval and/or consent of the PRASA and/or PRASA’s Chief Procurement Officer and Group Chief Executive Officer where any change as contemplated in clauses 26.4.1 to 26.4.5, any transfer of any amount of shares of the CONTRACTOR and/or any change on the BBBEE component of the CONTRACTOR does not have an adverse impact on the BBBEE status of the CONTRACTOR. PUBLIC RELATIONS AND PUBLICITY The CONTRACTOR acknowledges that certain information pertaining to the performance and rendering of the Services by the CONTRACTOR to PRASA in terms of this Agreement is required to be disclosed in accordance with the statutory reporting obligations of PRASA as it may be required to publish from time to time in response to enquiries from: Parliament and its members and officers in accordance with the provisions of the Public Finance Management Act, Act 1 of 1999; and the Auditor-General under the Public Audit Act, Act 25 of 2004; and persons acting in the public interest in accordance with the provisions of the Promotion of Access to Information Act, Act 2 of 2000.

INDEMNITIES AND LIMITATION OF LIABILITY. Under no circumstances shall either 14.1 The provisions of clauses 14 and 9 set out the entire liability of the Supplier and its Affiliates (including any liability for the acts or omissions of its and their consultants, employees, agents and authorised representatives) to the Customer in respect of: a) any breach of this Agreement; and b) any representation, statement, or tortuous act or omission (including negligence) arising under or in connection with this Agreement. 14.2 The Supplier will indemnify the Customer against any losses, damages, costs, liabilities and expenses (including legal expenses) arising out of a claim by a third party that use of the Platforms and Software by the Customer in accordance with Clause 11.4 (a) infringes the Intellectual Property Rights of such third party. 14.3 The Customer will indemnify the Supplier and its Affiliates against any losses, damages, costs, liabilities and expenses (including legal expenses) arising out of a claim by a third party that use of the Customer Materials by the Supplier, its Affiliates, or their subcontractors in accordance with clause 11.3 infringes the Intellectual Property Rights of such third party. 14.4 Each Party be liable undertakes that, if any claim, demand or action is made or threatened by any third party that may give rise to a claim for any indirect, consequential or like damages which may arise pursuant to an indemnity under this Agreement, at any time whatsoever, due to any cause whatsoever and/or for any reason whatsoever. The CONTRACTOR accepts, and shall have, no responsibility, liability and/or accountability for then that Party will (as the acts and/or neglects of any Suppliers and/or PRASA and/or PRASA employees. Any claim, of any nature whatsoever, which PRASA case may have at any time whatsoever and against whomsoever, must be lodged by PRASA be): 14.4.1 notify the indemnifying Party in writing with the CONTRACTOR within 30 (thirty) days after the CONTRACTOR had made the relevant reservation/booking for and/or on behalf of PRASA. Any and all claims which PRASA may have against the CONTRACTOR shall lapse and prescribe no later than 3 (three) moths after PRASA became aware of such claim, provided PRASA has not formally instituted demand or action as soon as is reasonably practicable after becoming aware of any claim which is or may be covered by an indemnity given by the indemnifying Party in this Agreement; 14.4.2 notify the indemnifying Party in writing of such claim against the CONTRACTOR within the said 3 (three) month period. The CONTRACTOR’s liability, accountability and/or responsibility for any loss, cost, claim, demanddemand or action as soon as is reasonably practicable after becoming aware of any claim which is or may be covered by an indemnity given by the indemnifying Party in this Agreement; 14.4.3 allow the indemnifying Party (if the indemnifying Party so requests) the conduct and control (at the indemnifying Party's cost) of the defence of such claims and any related settlement negotiations; 14.4.4 promptly give the indemnifying Party (at the indemnifying Party's cost) all reasonable co-operation, liability and/or damage suffered by PRASAassistance and information which may be relevant; and 14.4.5 not admit, if anydefend, is limited to R10,000.00 (ten thousand Rand) per incident. CESSION OR DELEGATION AND SUBCONTRACTING Neither Party shall cede compromise, negotiate or delegate any of its rights settle the claim or obligations under this Agreement nor enter into any sub-contract of whatever nature for the execution therefore or part thereof action without the prior written consent of the other Party. Should indemnifying Party (such consent not to be unreasonably withheld). 14.5 Nothing in this Agreement excludes or limits the CONTRACTOR apply to cede or assign the whole portion liability of the Agreement, Supplier or its Affiliates for: (a) death or personal injury caused by the circumstances shall be reported to the PRASA. The PRASA shall be notified immediately negligence of the Seller’s intention Supplier or its Affiliates, (b) fraud, or (c) for any other liability which cannot be excluded or limited by applicable law. 14.6 Subject to cede and/or assign its business. The name(s) clauses 9.5and 14.5: 14.6.1 the total aggregate liability of the new company Supplier and its directors shall be furnished to Affiliates in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the PRASA together with any other information reasonably required by the PRASA. The CONTRACTOR may sub-contract any of its obligations in terms performance or contemplated performance of this Agreement will be limited to the amount of the sums paid by the Customer to the Supplier pursuant to this Agreement (excluding VAT and expenses) during the twelve months preceding the date on which the first claim arises; and 14.6.2 the Supplier and its Affiliates (including their respective employees, agents or authorised representatives) will not be liable to the Customer in contract, tort, misrepresentation or otherwise (including negligence), for any: (a) loss of profits, loss of business, loss of data, depletion of goodwill and/or similar losses or pure economic loss (whether direct, indirect or consequential); or (b) payments made, or damages payable, to a third party, provided that: such sub-contracting shall not absolve the CONTRACTOR from the responsibility of complying with its obligations in terms of this Agreement and the CONTRACTOR hereby indemnifies and holds PRASA harmless against any loss, harm or damage which PRASA may suffer as a result of such sub-contracting; such sub-contracting shall not have the effect of diluting or circumventing the provisions of the CONTRACTOR Bid submission and this Agreement; the CONTRACTOR shall at all times remain the sole point of contact for PRASA in respect of the Services performed and rendered by the CONTRACTOR to PRASA; and no such sub-contracting shall have any effect on the amount payable by PRASA to the CONTRACTOR for the performance and rendering of the Services in terms of this Agreement. The CONTRACTOR shall, during the term of this agreement, not be allowed to proceed with any of the following matters prior to receiving written consent of PRASA’s Chief Procurement Officer and Group Chief Executive Officer: any transfer member of any amount of shares of the CONTRACTORCustomer Affiliate; any change in the composition of the CONTRACTOR; any change in the ownership of the CONTRACTOR; any material change in the constitutionor (c) indirect or consequential loss or damage, memorandumcosts, articles of association of similar document providing expenses or other claims for the creation, formation or incorporation of the CONTRACTOR; or any change on the BBBEE component of the CONTRACTOR Provided that the CONTRACTOR shall not require any approval and/or consent of the PRASA and/or PRASA’s Chief Procurement Officer and Group Chief Executive Officer where any change as contemplated in clauses 26.4.1 to 26.4.5, any transfer of any amount of shares of the CONTRACTOR and/or any change on the BBBEE component of the CONTRACTOR does not have an adverse impact on the BBBEE status of the CONTRACTOR. PUBLIC RELATIONS AND PUBLICITY The CONTRACTOR acknowledges that certain information pertaining to the performance and rendering of the Services by the CONTRACTOR to PRASA in terms of this Agreement is required to be disclosed in accordance with the statutory reporting obligations of PRASA as it may be required to publish from time to time in response to enquiries from: Parliament and its members and officers in accordance with the provisions of the Public Finance Management Act, Act 1 of 1999; and the Auditor-General under the Public Audit Act, Act 25 of 2004; and persons acting in the public interest in accordance with the provisions of the Promotion of Access to Information Act, Act 2 of 2000consequential compensation whatsoever.

INDEMNITIES AND LIMITATION OF LIABILITY. Under no circumstances shall either 14.1 The provisions of clauses 14 and 9 set out the entire liability of the Supplier and its Affiliates (including any liability for the acts or omissions of its and their consultants, employees, agents and authorised representatives) to the Customer in respect of: 14.1.1 any breach of this Agreement; and 14.1.2 any representation, statement, or tortuous act or omission (including negligence) arising under or in connection with this Agreement. 14.2 The Supplier will indemnify the Customer against any losses, damages, costs, liabilities and expenses (including legal expenses) arising out of a claim by a third party that use of the Platforms and Software by the Customer in accordance with Clause 11.4.1 infringes the Intellectual Property Rights of such third party. 14.3 The Customer will indemnify the Supplier and its Affiliates against any losses, damages, costs, liabilities and expenses (including legal expenses) arising out of a claim by a third party that use of the Customer Materials by the Supplier, its Affiliates, or their subcontractors in accordance with clause 11.3 infringes the Intellectual Property Rights of such third party. 14.4 Each Party be liable undertakes that, if any claim, demand or action is made or threatened by any third party that may give rise to a claim for any indirect, consequential or like damages which may arise pursuant to an indemnity under this Agreement, at any time whatsoever, due to any cause whatsoever and/or for any reason whatsoever. The CONTRACTOR accepts, and shall have, no responsibility, liability and/or accountability for then that Party will (as the acts and/or neglects of any Suppliers and/or PRASA and/or PRASA employees. Any claim, of any nature whatsoever, which PRASA case may have at any time whatsoever and against whomsoever, must be lodged by PRASA be): 14.4.1 notify the indemnifying Party in writing with the CONTRACTOR within 30 (thirty) days after the CONTRACTOR had made the relevant reservation/booking for and/or on behalf of PRASA. Any and all claims which PRASA may have against the CONTRACTOR shall lapse and prescribe no later than 3 (three) moths after PRASA became aware of such claim, provided PRASA has not formally instituted demand or action as soon as is reasonably practicable after becoming aware of any claim which is or may be covered by an indemnity given by the indemnifying Party in this Agreement; 14.4.2 notify the indemnifying Party in writing of such claim against the CONTRACTOR within the said 3 (three) month period. The CONTRACTOR’s liability, accountability and/or responsibility for any loss, cost, claim, demanddemand or action as soon as is reasonably practicable after becoming aware of any claim which is or may be covered by an indemnity given by the indemnifying Party in this Agreement; 14.4.3 allow the indemnifying Party (if the indemnifying Party so requests) the conduct and control (at the indemnifying Party's cost) of the defence of such claims and any related settlement negotiations; 14.4.4 promptly give the indemnifying Party (at the indemnifying Party's cost) all reasonable co-operation, liability and/or damage suffered by PRASAassistance and information which may be relevant; and 14.4.5 not admit, if anydefend, is limited to R10,000.00 (ten thousand Rand) per incident. CESSION OR DELEGATION AND SUBCONTRACTING Neither Party shall cede compromise, negotiate or delegate any of its rights settle the claim or obligations under this Agreement nor enter into any sub-contract of whatever nature for the execution therefore or part thereof action without the prior written consent of the other Party. Should indemnifying Party (such consent not to be unreasonably withheld). 14.5 Nothing in this Agreement excludes or limits the CONTRACTOR apply to cede or assign the whole portion liability of the Agreement, Supplier or its Affiliates for: (a) death or personal injury caused by the circumstances shall be reported to the PRASA. The PRASA shall be notified immediately negligence of the Seller’s intention Supplier or its Affiliates, (b) fraud, or (c) for any other liability which cannot be excluded or limited by applicable law. 14.6 Subject to cede and/or assign its business. The name(s) clauses 9.5and 14.5: 14.6.1 the total aggregate liability of the new company Supplier and its directors shall be furnished to Affiliates in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the PRASA together with any other information reasonably required by the PRASA. The CONTRACTOR may sub-contract any of its obligations in terms performance or contemplated performance of this Agreement will be limited to the amount of the sums paid by the Customer to the Supplier pursuant to this Agreement (excluding VAT and expenses) during the twelve months preceding the date on which the first claim arises; and 14.6.2 the Supplier and its Affiliates (including their respective employees, agents or authorised representatives) will not be liable to the Customer in contract, tort, misrepresentation or otherwise (including negligence), for any: (a) loss of profits, loss of business, loss of data, depletion of goodwill and/or similar losses or pure economic loss (whether direct, indirect or consequential); or (b) payments made, or damages payable, to a third party, provided that: such sub-contracting shall not absolve the CONTRACTOR from the responsibility of complying with its obligations in terms of this Agreement and the CONTRACTOR hereby indemnifies and holds PRASA harmless against any loss, harm or damage which PRASA may suffer as a result of such sub-contracting; such sub-contracting shall not have the effect of diluting or circumventing the provisions of the CONTRACTOR Bid submission and this Agreement; the CONTRACTOR shall at all times remain the sole point of contact for PRASA in respect of the Services performed and rendered by the CONTRACTOR to PRASA; and no such sub-contracting shall have any effect on the amount payable by PRASA to the CONTRACTOR for the performance and rendering of the Services in terms of this Agreement. The CONTRACTOR shall, during the term of this agreement, not be allowed to proceed with any of the following matters prior to receiving written consent of PRASA’s Chief Procurement Officer and Group Chief Executive Officer: any transfer member of any amount of shares of the CONTRACTORCustomer Affiliate; any change in the composition of the CONTRACTOR; any change in the ownership of the CONTRACTOR; any material change in the constitutionor (c) indirect or consequential loss or damage, memorandumcosts, articles of association of similar document providing expenses or other claims for the creation, formation or incorporation of the CONTRACTOR; or any change on the BBBEE component of the CONTRACTOR Provided that the CONTRACTOR shall not require any approval and/or consent of the PRASA and/or PRASA’s Chief Procurement Officer and Group Chief Executive Officer where any change as contemplated in clauses 26.4.1 to 26.4.5, any transfer of any amount of shares of the CONTRACTOR and/or any change on the BBBEE component of the CONTRACTOR does not have an adverse impact on the BBBEE status of the CONTRACTOR. PUBLIC RELATIONS AND PUBLICITY The CONTRACTOR acknowledges that certain information pertaining to the performance and rendering of the Services by the CONTRACTOR to PRASA in terms of this Agreement is required to be disclosed in accordance with the statutory reporting obligations of PRASA as it may be required to publish from time to time in response to enquiries from: Parliament and its members and officers in accordance with the provisions of the Public Finance Management Act, Act 1 of 1999; and the Auditor-General under the Public Audit Act, Act 25 of 2004; and persons acting in the public interest in accordance with the provisions of the Promotion of Access to Information Act, Act 2 of 2000consequential compensation whatsoever.