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 Consultant 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 Consultant within 30 (thirty) days after the Consultant had made the relevant reservation/booking for and/or on behalf of PRASA. Any and all claims which PRASA may have against the Consultant 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 Consultant within the said 3 (three) month period. The Consultant’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 Consultant 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 Consultant 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 Consultant from the responsibility of complying with its obligations in terms of this Agreement and the Consultant 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 Consultant Bid submission and this Agreement; the Consultant shall at all times remain the sole point of contact for PRASA in respect of the Services performed and rendered by the Consultant to PRASA; and no such sub-contracting shall have any effect on the amount payable by PRASA to the Consultant for the performance and rendering of the Services in terms of this Agreement. The Consultant 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 Consultant; any change in the composition of the Consultant; any change in the ownership of the Consultant; any material change in the constitution, memorandum, articles of association of similar document providing for the creation, formation or incorporation of the Consultant; or any change on the BBBEE component of the Consultant

INDEMNITIES AND LIMITATION OF LIABILITY. 16.1 In addition to the indemnification provisions contained in this Agreement Trust agrees to indemnify, defend and hold harmless Custodian and its affiliates providing services under this Agreement, including their respective officers, directors, agents and employees from all taxes, charges, expenses, assessments, claims and liabilities including, without limitation, reasonable attorney’s fees and disbursements and liabilities ("Claims") arising directly or indirectly from any action or omission to act which Custodian takes in connection with the provision of services to Trust Not withstanding anything to the contrary in this Agreement, neither Custodian, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by Custodian's or its affiliates' own refusal or failure to comply with its obligations under this Agreement, willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of Custodian's or its affiliates' activities under this Agreement. The provisions of this Paragraph 15 shall survive termination of this Agreement. 16.2 In all cases, Custodian's liability under this Agreement shall be limited to the resulting direct loss, if any, incurred by Trust. Under no circumstances shall either Party Custodian be liable for any incidental, consequential, indirect, consequential punitive, or like damages special damage which Trust may arise pursuant incur or suffer in connection with this Agreement The Custodian agrees to this Agreementindemnify, at defend and hold hxxxxxx the Trust and its officers, trustees and agents from any time whatsoever, due to any cause whatsoever and/or for any reason whatsoever. The Consultant 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 Consultant within 30 (thirty) days after the Consultant had made the relevant reservation/booking for and/or on behalf of PRASA. Any and all claims which PRASA may have against the Consultant 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 Consultant within the said 3 (three) month period. The Consultant’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 Claims arising directly or delegate any indirectly from Custodian's breach of its rights or obligations under this Agreement nor enter into any sub-contract of whatever nature for or its bad faith, negligence or willful misconduct in performing its duties under the execution therefore or part thereof without the prior written consent of the other Party. Should the Consultant 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 Consultant 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 Consultant from the responsibility of complying with its obligations in terms of this Agreement and the Consultant 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 Consultant Bid submission and this Agreement; the Consultant shall at all times remain the sole point of contact for PRASA in respect of the Services performed and rendered by the Consultant to PRASA; and no such sub-contracting shall have any effect on the amount payable by PRASA to the Consultant for the performance and rendering of the Services in terms of this Agreement. Notwithstanding the foregoing, Trust shall not be indemnified against any liability (or any expense incident to such liability) caused by Trust's own refusal or failure to comply with its obligation under this Agreement, willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of Trust's activities under this Agreement. The Consultant shall, during the term provisions of this agreement, not be allowed to proceed with any Paragraph 16 shall survive termination 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 Consultant; any change in the composition of the Consultant; any change in the ownership of the Consultant; any material change in the constitution, memorandum, articles of association of similar document providing for the creation, formation or incorporation of the Consultant; or any change on the BBBEE component of the Consultantthis Agreement.

INDEMNITIES AND LIMITATION OF LIABILITY. Under no circumstances shall either Party be liable for any indirect, consequential or like special damages which may arise pursuant to this Agreement, at any time whatsoever, due to any cause whatsoever and/or for any reason whatsoeverwhatsoever save and except where such damages may not be excluded by Applicable Law. The Consultant accepts, and shall have, have no responsibility, liability and/or accountability for the negligent and/or intentional acts and/or neglects omissions of any Suppliers of PRASA’s 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 Consultant within 30 (thirty) days after the Consultant had made the relevant reservation/booking for and/or on behalf of PRASA. Any and all claims which PRASA may have against the Consultant 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 Consultant within the said 3 (three) month period. The Consultant’s liability, accountability and/or responsibility for any loss, cost, claim, demand, liability and/or damage suffered by PRASAPRASA in terms of this Agreement, if any, is limited to R10,000.00 (ten thousand Rand) per proven 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 Consultant 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 SellerConsultant’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 Consultant 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 Consultant from the responsibility of complying with its obligations in terms of this Agreement and the Consultant hereby indemnifies and holds PRASA harmless against any loss, harm or damage (subject to clause 25) 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 Consultant Bid submission and this Agreement; the Consultant shall at all times remain the sole point of contact for PRASA in respect of the Services performed and rendered by the Consultant to PRASA; and no such sub-contracting shall have any effect on the amount payable by PRASA to the Consultant for the performance and rendering of the Services in terms of this Agreement. The Consultant shall, during the term of this agreement, not be allowed give written notice to proceed with PRASA should 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 Consultant; any change in the composition of the Consultant; occur;:- any change in the ownership of the Consultant; any material change in the constitution, memorandum, articles of association of similar document providing for the creation, formation or incorporation of the Consultant; or any change on the BBBEE component of the Consultant

INDEMNITIES AND LIMITATION OF LIABILITY. Under no circumstances The Client will fully indemnify the Host against all costs, expenses, liabilities, losses, damages and judgements that the Host may incur or be subject to as a result of any of the following: The Client’s misuse of the Service; The Client’s breach of this Agreement; The Client’s negligence or other act of default; The Activities of third parties conducted on the Client’s website using facilities such as blogs, forums and chat. Neither party shall be liable to the other under this Contract in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential or loss whatsoever. The Client agrees to indemnify the Company against any claims, damages, losses, costs and expenses which the Company may sustain or incur in relation to any content and materials which the Client provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights. The Company agrees to indemnify the Client against any claims, damages, losses, costs and expenses which the Client may sustain or incur in relation to breaches of the Confidentiality and Intellectual Property Rights clauses of this Contract committed knowingly by the Company. Nothing in this Contract shall exclude or limit liability for death or personal injury resulting from the negligence of either Party party or their servants, agents or employees Force Majeure Neither the Host nor the Client shall be liable for breaching this Agreement where that breach results from Force Majeure. Force Majeure refers to any indirectevent that is beyond the reasonable control of the parties and includes, consequential but is not limited to, acts of God; acts of war; national emergencies; governmental action; union action; civil unrest; fire; explosion; flood and theft. Term and Termination The initial period of Service provision will commence on the date that the Client’s Website goes live or like damages which may arise pursuant the Client’s Order is processed. This term shall last for a period of 12 months, subject to the termination provisions below. Subsequent periods of Service Provision shall last for a period of 12 months each and will follow on from a previous period, without interruption, subject to the fulfilment of the Client’s obligations under the Fees and Payment Clause of this Agreement. All subsequent periods are subject to the termination provisions below. Either party may terminate this Contract immediately in the event that: Either party commits a serious, grave or material breach or persistent breaches of this Contract including non performance, default or neglect of its duties, responsibilities and obligations under this Contract, and Such breach remains unremedied for a period of 30 days from written notice given by the other party specifying the breach and requiring its remedy; or Such breach is not capable of remedy. The Host reserves the right to terminate this Agreement at any time whatsoeverpoint with one months notice at the host’s discretion, or The Host reserves the right to terminate this Agreement or to suspend the Service in the following circumstances: If the Client fails to pay fees due under the Fees and Payment Clause of this Agreement; or If the Client is in breach of the terms of this Agreement; or If the Client becomes the subject of a voluntary arrangement under Section 1 of the Insolvency Xxx 0000; or If the Client is unable to any cause whatsoever and/or pay its debts within the definition of Section 123 of the Insolvency Xxx 0000; or If the Client has a receiver, manager, administrator or administrative receiver appointed over all or a substantial part of its undertakings, assets, or income; has passed a resolution for any reason whatsoeverits winding up; or is the subject of a petition presented to a court for its winding up or for an administration order. The Consultant acceptsClient may request the termination of the Service and this Agreement by written notice, 1 month in advance. The following shall apply to such situations: Any issuing of refunds is at the sole discretion of the Host. If the Client wishes to terminate during the course of a 12 month period of Service provision the Service will end 1 month after the Host receives the Client’s notice. On termination of the Service and shall havethis Agreement the Client’s Website and all related material will be removed from the Hosting Hardware. If the Client sends a termination notice in error or changes their mind, no responsibility, liability and/or accountability for the acts and/or neglects Host must be informed within 2 months of any Suppliers and/or PRASA and/or PRASA employeesthe notice that the Client wishes their Account to be restored. Any claimnotification outside of this period will require a new Account to be set up, of any nature whatsoever, which PRASA may have at any time whatsoever and against whomsoever, must be lodged by PRASA in writing with the Consultant within 30 (thirty) days after the Consultant had made the relevant reservation/booking Client being required to pay for and/or on behalf of PRASA. Any and all claims which PRASA may have against the Consultant 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 Consultant within the said 3 (three) a full 12 month period. The Consultant’s liability, accountability and/or responsibility for any loss, cost, claim, demand, liability and/or damage suffered Client will be required to pay a re-activation fee of £100.00 plus VAT. Upon termination of this Contract the following shall become immediately due: Any and all outstanding invoices; and Any costs accrued up to termination date not already subject to invoice; and Any costs incurred 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 Company upon termination of the other Party. Should the Consultant 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 Consultant 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 Consultant from the responsibility of complying with its obligations in terms of this Agreement and the Consultant 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 Consultant Bid submission and this Agreement; the Consultant shall at all times remain the sole point of contact for PRASA in respect of the Services performed and rendered by the Consultant to PRASA; and no such sub-contracting shall have any effect on the amount payable by PRASA to the Consultant for the performance and rendering of the Services in terms of this Agreement. The Consultant 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 Consultant; any change in the composition of the Consultant; any change in the ownership of the Consultant; any material change in the constitution, memorandum, articles of association of similar document providing for the creation, formation or incorporation of the Consultant; or any change on the BBBEE component of the Consultantcontract.

INDEMNITIES AND LIMITATION OF LIABILITY. 18.1. In addition to the indemnification provisions contained in this Amended and Restated Agreement, Principal agrees to indemnify, defend, and hold harmless Custodian and its affiliates providing services under this Amended and Restated Agreement, including their respective officers, directors, agents, and employees from all taxes, charges, expenses, assessments, claims and liabilities including, without limitation, reasonable attorneys' fees, and disbursements and liabilities ("Claims") arising directly or indirectly from any action or omission to act which Custodian takes in connection with the provision of services to Principal, Manager, Authorized Agents Valuation Agent, and other Authorized Agents. Neither Custodian, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by Custodian’s or its affiliates' own willful misconduct, gross negligence or reckless disregard in the performance of Custodian's or its affiliates' activities under this Amended and Restated Agreement. The provisions of this Paragraph 18.1 shall survive termination of this Amended and Restated Agreement. 18.2. Custodian agrees to indemnify and hold harmless the Principal and its affiliates, including their respective directors, officers, employees, and agents, from all Claims arising directly from Custodian's or its affiliates' own willful misfeasance, bad faith, gross negligence or otherwise from a material breach of Custodian's or its affiliates' standard of care under this Agreement. The provisions of this Paragraph 18.2 shall survive termination of this Agreement. 18.3. In all cases, each Party’s liability under this Amended and Restated Agreement shall be limited to the resulting direct loss, if any, incurred by the other Party. Under no circumstances shall either a Party be liable for any incidental, consequential, indirect, consequential punitive, or like damages special damage which may arise pursuant to this Agreement, at any time whatsoever, due to any cause whatsoever and/or for any reason whatsoever. The Consultant 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 Consultant within 30 (thirty) days after the Consultant had made the relevant reservation/booking for and/or on behalf of PRASA. Any and all claims which PRASA may have against the Consultant 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 Consultant within the said 3 (three) month period. The Consultant’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 Consultant apply to cede Party may incur or assign the whole portion of the suffer in connection with this Amended and Restated 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 Consultant 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 Consultant from the responsibility of complying with its obligations in terms of this Agreement and the Consultant 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 Consultant Bid submission and this Agreement; the Consultant shall at all times remain the sole point of contact for PRASA in respect of the Services performed and rendered by the Consultant to PRASA; and no such sub-contracting shall have any effect on the amount payable by PRASA to the Consultant for the performance and rendering of the Services in terms of this Agreement. The Consultant 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 Consultant; any change in the composition of the Consultant; any change in the ownership of the Consultant; any material change in the constitution, memorandum, articles of association of similar document providing for the creation, formation or incorporation of the Consultant; or any change on the BBBEE component of the Consultant.