Common use of Indemnity and Liability Clause in Contracts

Indemnity and Liability. 10.1 You will indemnify us (and any of our officers, employees, agents or contractors) against all liabilities, losses, damages, costs and expenses suffered or incurred by us or them arising from: (a) any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, or any other wrongful act or omission on your part or the part of any Visitor; (b) any third party claim brought or threatened against us or them otherwise connected with the Event or your use of the Premises (except to the extent such claim is attributable to our breach of the Agreement or our negligence); (c) any damage to the Premises, damage to or loss of any property at the Premises, or injury to any person caused by any Visitor; (d) misuse of our IT networks or facilities by you or any Visitor; or (e) your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor. 10.2 We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Event, providing such details as we may require. 10.4 We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are not liable to you for business losses. We are providing our services to you for personal or private use. If the Event is for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 10.6 We are not liable for Visitor’s losses. We will not be liable to you for loss of or damage to any property owned or hired by you or any Visitor, except to the extent such loss or damage is our fault. We will not be liable to you for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreement. 10.7 We are not liable for your acts or those of your Visitors. We shall not be liable to you for any loss you suffer arising from your own actions or omissions or those of your Visitors or those of any third party supplier (unless they are our sub-contractor). In particular, if we are not able to perform any obligations under the Agreement, or are delayed in performing them, as a result of those actions or omissions, we will not be liable to you.

Indemnity and Liability. 10.1 You will indemnify us (and any of our officers, employees, agents or contractors) against all liabilities, losses, damages, costs and expenses suffered or incurred by us or them arising from: (a) any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, or any other wrongful act or omission on your part or the part of any Visitor; (b) any third party claim brought or threatened against us or them otherwise connected with the Event or your use of the Premises (except to the extent such claim is attributable to our breach of the Agreement or our negligence); (c) any damage to the Premises, damage to or loss of any property at the Premises, or injury to any person caused by any Visitor; (d) misuse of our IT networks or facilities by you or any Visitor; or (e) your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor. 10.2 We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Event, providing such details as we may require. 10.4 We are responsible Subject to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreementclause 10.5: (a) our total aggregate liability in contract, we are responsible for loss tort (including negligence or damage you suffer that is a foreseeable result of our breach of contract statutory duty), misrepresentation, restitution or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or ifotherwise, at the time we entered into arising in connection with the Agreement with you, both shall be limited to an amount equal to the sums paid by you to us under the Agreement; (b) we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are shall not be liable to you for business losses. We are providing our services to for: i) indirect or consequential damages or losses (including losses suffered by you for personal or private use. If any Visitor arising from termination of the Event is for any commercial, business Agreement); or re-sale purpose we will have no liability to you for ii) any loss of profitprofits, loss of businessrevenue, business interruptionloss of data, loss of goodwill, loss of contracts or loss of business opportunity.opportunity (in each case whether direct or indirect) which arise out of or in connection with the Agreement; 10.6 We are not liable for Visitor’s losses. We will (c) we shall not be liable to you for loss of or damage to any property owned or hired by you or any Visitor, except to the extent such loss or damage is our fault. We will not be liable to you for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreement.; and 10.7 We are not liable for your acts or those of your Visitors. We (d) we shall not be liable to you for any loss you suffer arising from non-performance or delay in performance of the Agreement which is wholly or partially attributable to your own actions acts or omissions or those of your Visitors any Visitor or those of any third party supplier (unless they are supplier. 10.5 Nothing in the Agreement excludes or limits our sub-contractor). In particular, if we are liability for any matter for which liability cannot able to perform any obligations under the Agreement, lawfully be limited or are delayed in performing them, as a result of those actions or omissions, we will not be liable to youexcluded.

Indemnity and Liability. 10.1 You will indemnify us (and any of our officers, employees, agents or contractors) against all liabilities, losses, damages, costs and expenses suffered or incurred by us or them arising from: (a) any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, or any other wrongful act or omission on your part or the part of any VisitorAttendee; (b) any third party claim brought or threatened against us or them otherwise connected with the Event or your use of the Premises Venue (except to the extent such claim is attributable to our breach of the Agreement or our negligence); (c) any damage to the Premisesour premises, damage to or loss of any property at the Premisesour premises, or injury to any person caused by any Visitor; (d) misuse of our IT networks or facilities by you or any VisitorAttendee; or (ed) your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any VisitorAttendee. 10.2 We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Event, providing such details as we may require. 10.4 We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are not liable to you for business losses. We are providing our services to you for personal or private use. If the Event is for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 10.6 We are not liable for Visitor’s Delegates’ losses. We will not be liable to you for loss of or damage to any property owned or hired by you or any VisitorDelegate, except to the extent such loss or damage is our fault. We will not be liable to you for any loss suffered or incurred by you or any Visitor Delegate arising from any termination of this Agreement. 10.7 We are not liable for your acts or those of your VisitorsDelegates. We shall not be liable to you for any loss you suffer arising from your own actions or omissions or those of your Visitors Delegates or those of any third party supplier (unless they are our sub-contractor). In particular, if we are not able to perform any obligations under the Agreement, or are delayed in performing them, as a result of those actions or omissions, we will not be liable to you. 10.8 Our liability is limited. Our total aggregate liability to you under this Agreement, or in connection with its subject matter, will not exceed: (a) where you are a consumer (i.e. a private individual, for example booking a wedding or party), an amount equal to one hundred and twenty-five per cent (125%) of the total Price, if our liability arises due to our failure to perform our services with reasonable skill and care or to provide them in accordance with the main characteristics identified in the Proposal; or (b) in all other circumstances an amount equal to the sums paid by you to us under this Agreement. Because our liability to you is generally limited, and because we do not accept liability for matters outside our control, we strongly recommend that you take out appropriate event insurance. 10.9 Where our liability is not limited. Nothing in the Agreement excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter for which liability cannot lawfully be limited or excluded.

Indemnity and Liability. 10.1 You will indemnify us (and any 27.1 The Agreement does not limit or exclude our liability to you in respect of fraud, fraudulent misrepresentation, death or injury arising by reason of our officers, employees, agents or contractors) against all liabilities, losses, damages, costs and expenses suffered or incurred by us or them arising from: (a) any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, negligence or any other wrongful act matter that cannot be limited or omission on your part or the part of any Visitor; (b) any third party claim brought or threatened against us or them otherwise connected with the Event or your use of the Premises (except to the extent such claim is attributable to our breach of the Agreement or our negligence); (c) any damage to the Premises, damage to or loss of any property at the Premises, or injury to any person caused excluded by any Visitor; (d) misuse of our IT networks or facilities by you or any Visitor; or (e) your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitorlaw. 10.2 We will notify you promptly if we become aware of any claim against which you are required 27.2 Subject to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Event, providing such details as we may require. 10.4 We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreement27.1, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are not liable to you for business losses. We are providing our services to you for personal or private use. If the Event is for any commercial, business or re-sale purpose we will have no liability to you for any losses, costs, damages, liabilities or expenses suffered relating to the Agreement or any trading activities undertaken by you using the services we provide to you. Our entire liability to you is limited to paying you, subject to the rest of the Agreement, your realised available profits and available unencumbered deposits. 27.3 You will indemnify us and keep us indemnified on demand in respect of all liabilities, costs, claims, damages and expenses of any nature whatsoever (present, future, contingent or otherwise and including legal fees) which we suffer or incur as a direct or indirect result of (i) a breach by you of your obligations under the Agreement, or (ii) any misrepresentation or breach of warranty by you; (iii) us exercising our rights under the Agreement, (iv) the occurrence of any Default Event, or (v) any error in any instruction given to us by any Authorised Third Party or acting on any instruction, which is, or appears to be, from an Authorised Third Party. 27.4 Subject to clause 27.1, we will not be liable: (i) for any indirect or consequential loss or damage (whether for loss of profit, loss of businessbusiness or otherwise), business interruptioncosts, expenses or loss of business opportunity. 10.6 We are not liable other claims for Visitor’s losses. We will not be liable to you for loss consequential compensation whatsoever (howsoever caused) which arise out of or damage to any property owned or hired by you or any Visitor, except in relation to the extent such loss Agreement; (ii) for any incidental, special, punitive or damage is our fault. We will not be liable to you consequential damages caused by any act or omission of ours under the Agreement; or (iii) for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreement. 10.7 We are not liable for your acts or those of your Visitors. We shall not be liable to you for any loss you suffer arising from your own actions or omissions or those of your Visitors or those of any third party supplier (unless they are our sub-contractor). In particular, if we are not able to perform any obligations under the Agreement, or are delayed in performing them, as a result of those actions any error in any Order, instruction or omissionsinformation given by you or an authorised person, we or as a result of us acting on any Order or instruction which is, or appears to be, from such authorised person. 27.5 Nothing in the Agreement will not be liable exclude or restrict any duty or liability owed by us to youyou under CIMA Rules, which will, in the event of conflict, prevail over the Agreement.

Indemnity and Liability. 10.1 You will indemnify us (and any 27.1 The Agreement does not limit or exclude our liability to you in respect of fraud, fraudulent misrepresentation, death or injury arising by reason of our officers, employees, agents or contractors) against all liabilities, losses, damages, costs and expenses suffered or incurred by us or them arising from: (a) any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, negligence or any other wrongful act matter that cannot be limited or omission on your part or the part of any Visitor; (b) any third party claim brought or threatened against us or them otherwise connected with the Event or your use of the Premises (except to the extent such claim is attributable to our breach of the Agreement or our negligence); (c) any damage to the Premises, damage to or loss of any property at the Premises, or injury to any person caused excluded by any Visitor; (d) misuse of our IT networks or facilities by you or any Visitor; or (e) your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitorlaw. 10.2 We will notify you promptly if we become aware of any claim against which you are required 27.2 Subject to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Event, providing such details as we may require. 10.4 We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreement27.1, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are not liable to you for business losses. We are providing our services to you for personal or private use. If the Event is for any commercial, business or re-sale purpose we will have no liability to you for any losses, costs, damages, liabilities or expenses suffered relating to the Agreement or any trading activities undertaken by you using the services we provide to you. Our entire liability to you is limited to paying you, subject to the rest of the Agreement, your realised available profits and available unencumbered deposits. 27.3 You will indemnify us and keep us indemnified on demand in respect of all liabilities, costs, claims, damages and expenses of any nature whatsoever (present, future, contingent or otherwise and including legal fees) which we suffer or incur as a direct or indirect result of (i) a breach by you of your obligations under the Agreement, or (ii) any misrepresentation or breach of warranty by you; (iii) us exercising our rights under the Agreement, (iv) the occurrence of any Default Event, or (v) any error in any instruction given to us by any Authorised Third Party or acting on any instruction, which is, or appears to be, from an Authorised Third Party. 27.4 Subject to clause 27.1, we will not be liable: (i) for any indirect or consequential loss or damage (whether for loss of profit, loss of businessbusiness or otherwise), business interruptioncosts, expenses or loss of business opportunity. 10.6 We are not liable other claims for Visitor’s losses. We will not be liable to you for loss consequential compensation whatsoever (howsoever caused) which arise out of or damage to any property owned or hired by you or any Visitor, except in relation to the extent such loss Agreement; (ii) for any incidental, special, punitive or damage is our fault. We will not be liable to you consequential damages caused by any act or omission of ours under the Agreement; or (iii) for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreement. 10.7 We are not liable for your acts or those of your Visitors. We shall not be liable to you for any loss you suffer arising from your own actions or omissions or those of your Visitors or those of any third party supplier (unless they are our sub-contractor). In particular, if we are not able to perform any obligations under the Agreement, or are delayed in performing them, as a result of those actions any error in any Order, instruction or omissionsinformation given by you or an authorised person, we or as a result of us acting on any Order or instruction which is, or appears to be, from such authorised person. 27.5 Nothing in the Agreement will not be liable exclude or restrict any duty or liability owed by us to youyou under BHS Rules, which will, in the event of conflict, prevail over the Agreement.

Indemnity and Liability. 10.1 47.1 You will indemnify us (and acknowledge that we shall not be held liable for any of our officersconsequential, employeesindirect, agents or contractors) against all liabilities, losses, damages, costs and expenses suffered or incurred by us or them arising from: (a) any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligenceincidental, or any other wrongful act or omission on your part or the part special losses (including loss of any Visitor; (bprofits and trading losses) any third party claim brought or threatened against us or them otherwise connected with the Event or resulting from your use of the Premises (except to the extent such claim is attributable to our breach Services, even if you have informed us of the Agreement or our negligence); (c) any damage to the Premises, damage to or loss possibility of any property at the Premises, or injury to any person caused by any Visitor; (d) misuse of our IT networks or facilities by you or any Visitor; or (e) your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor. 10.2 We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Event, providing such details as we may require. 10.4 We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are not liable to you for business losses. We are providing our services to you for personal or private use. If the Event is for any commercialConsequential loss includes pure economic loss, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruptionand probable losses, whether direct or indirect. 47.2 Except in cases of our negligence or wilful default, we will not be responsible for any losses, damages, or loss claims resulting directly or indirectly from unauthorized access to your account data, unless you report the misuse of business opportunityyour access data to us. 10.6 47.3 We are not liable for Visitor’s any losses. , damages, or claims resulting directly or indirectly from any research you rely on for placing an order, regardless of whether the research was published by us or not. 47.4 We will not be held accountable for any losses, damages, or claims resulting directly or indirectly from a delay in transmitting an order. 47.5 We are not responsible for any losses, damages, or claims resulting directly or indirectly from changes in tax rates. 47.6 We will not be liable for any losses, damages, or claims if we fail to you for loss of or damage receive any documents related to any property owned or hired by you your account or any Visitorfunds held on your behalf, or if you fail to receive any documentation we send to you. 47.7 This Agreement does not limit or exclude any duty or liability that we may owe you. 47.8 You agree to indemnify us against any losses, liabilities, costs, claims, actions, demands, or expenses incurred by us in connection with your obligations under this Agreement, except to the extent such loss in cases of our negligence, fraud, or damage is wilful default, or that of our fault. We will not be liable to you for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreementemployees. 10.7 We are not liable 47.9 Our failure to pursue remedies for your acts violations or those of your Visitors. We shall not be liable to you for any loss you suffer arising from your own actions or omissions or those of your Visitors or those enforce strict performance of any third party supplier (unless they are our sub-contractor). In particular, if we are not able to perform any obligations under the condition or provision in this Agreement, or our failure to exercise any right or remedy to which we are delayed in performing thementitled under this Agreement, as does not imply a result waiver of those actions such rights or omissions, we will not be liable to youremedies.

Indemnity and Liability. 10.1 9.1. You will shall indemnify us (against any actual consequences, claims, proceedings or losses that may arise or be incurred or sustained by us by reason of carrying out the telephonic instructions from, or purported to be from, you. 9.2. You shall indemnify and any of our officers, employees, agents or contractors) keep us fully indemnified against all liabilitiesactual claims, demands, action, proceedings, losses, damages, costs and expenses of any nature (including legal costs on an indemnity basis) incurred, suffered or incurred sustained by us us, directly or them arising fromindirectly, by reason of or in connection with this Agreement, including but not limited to: (a) any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, or any other wrongful act or omission provision of this Agreement on your part or the part of any Visitor;part; and/or (b) the enforcement or protection of our rights and remedies against you under this Agreement, or in obtaining or seeking to obtain payment of all or any third party claim brought or threatened against us or them otherwise connected with the Event or your use part of the Premises (except monies hereby agreed to the extent such claim is attributable to our breach of the Agreement or our negligence);be paid by you; and/or (c) any damage to the Premiseschange in any law, damage to regulation or loss of any property at the Premisesofficial directive which may have an effect on this Agreement, or injury to any person caused by any Visitor; (d) misuse and such indemnity shall be paid by you upon demand and/or may be debited to your Card Account without notice. 9.3. You undertake to pay to us the amount of any actual loss or damages which our IT networks directors, officers, employees (the "Indemnified Persons") may suffer or facilities incur by reason of your failure to comply with this Agreement or by reason of breach thereof by you or any Visitor; or (e) your breach arising out of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor. 10.2 We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the EventCard Account or the Covered Card. However, providing such details as we may requirethis clause will not apply in the event of gross negligence, fraud, wilful misconduct on the part of the Indemnified Persons. 10.4 9.4. We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are shall not responsible be liable for any loss or damage that is not foreseeable. Loss howsoever incurred or damage is foreseeable if either it is obvious that it will happen suffered by you by reason of us or ifa Merchant or any bank or financial institution or any ATM or other party refusing to allow a Card Transaction, or accept the Card or the Card number or the PIN or to extend or provide a cash withdrawal up to the Limit or at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales processall. 10.5 9.5. We are shall not liable be responsible for the refusal by any Merchant or member institution of VISA International or MasterCard to honour or accept the Card or for any defect or deficiency in the goods or services supplied to you by any Merchant or, where applicable, for business lossesany breach or non- performance by a Merchant of a Card Transaction. 9.6. If there is a dispute between you and us, a Merchant, a bank or financial institution or any other person, your liability to us shall not in any way be affected by such dispute or any counterclaim or right of set-off which you may have against us, such Merchant, or other bank or financial institution or person. 9.7. We are providing our services to you for personal or private use. If the Event is shall not be liable for any commercialdisputes brought to our notice by you after 30 days from the date of the relevant statement of account. 9.8. We shall not be liable, business or re-sale purpose we will have no liability in any way, to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 10.6 We are not liable for Visitor’s losses. We will not be liable to you for loss of or damage of whatever nature, due to any property owned or hired by you or any Visitor, except to the extent such loss or damage is our fault. We will not be liable to you for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreementdisruption or failure or defect in any ATM or machine or terminal or communication system or facilities or data processing system or transmission link or any industrial or other dispute or anything or cause, whether beyond our control or otherwise. 10.7 We are not liable for your acts or those of your Visitors9.9. We shall not be liable to you in the following circumstances: (a) exercise by us of our right to terminate any Card or Card Account pursuant to Clause 7.4; (b) any injury to your credit character and reputation due to repossession of the Card by us, or any request for its return or refusal by any loss you suffer arising from your own actions person to honor or omissions accept the Card; and (c) any error or those of your Visitors omission in any details disclosed by us pursuant to Clause 9. (d) any delay or those of any third party supplier (unless they are inability on our sub-contractor). In particular, if we are not able part to perform any of our obligations under this Agreement because of any electronic, mechanical system, data processing or telecommunication defect or failure, Act of God, civil disturbance or any event outside our control or the Agreementcontrol of any of our servants, agents or are delayed contractors; (e) any damage to or loss or inability to retrieve any data or information that may be stored in performing themyour Card or any microchip or circuit or device in your Card or the corruption of any such data or information, as a result howsoever caused; (f) for any loss, theft, use or misuse of those actions the Card or omissionsdisclosure of your PIN and/or any breach of this Agreement (ii) for any fraud and/or forgery perpetrated on us or any merchant (iii) for any injury to your credit, we will not be liable character and reputation in relation to our repossession or our request for the return of the Card or your use of the Card; (g) for the interception by or disclosure to any person (whether unlawful or otherwise) of any data or information relating to you, any Card Transaction or your Card Account transmitted through or stored in any electronic system or medium, howsoever caused.

Indemnity and Liability. 10.1 You will indemnify us (and any of our officers, employees, agents or contractors) against all liabilities, losses, damages, costs and expenses suffered or incurred by us or them arising from: (a) any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, or any other wrongful act or omission on your part or the part of any Visitor; (b) any third party claim brought or threatened against us or them otherwise connected with the Event or your use of the Premises (except to the extent such claim is attributable to our breach of the Agreement or our negligence); (c) any damage to the Premises, damage to or loss of any property at the Premises, or injury to any person caused by any Visitor; (d) misuse of our IT networks or facilities by you or any Visitor; or (e) your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor. 10.2 We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Event, providing such details as we may require. 10.4 We are responsible Subject to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreementclause 10.5: (a) our total aggregate liability in contract, we are responsible for loss tort (including negligence or damage you suffer that is a foreseeable result of our breach of contract statutory duty), misrepresentation, restitution or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or ifotherwise, at the time we entered into arising in connection with the Agreement with you, both shall be limited to an amount equal to the sums paid by you to us under the Agreement; (b) we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are shall not be liable to you for business losses. We are providing our services to for: i) indirect or consequential damages or losses (including losses suffered by you for personal or private use. If any Visitor arising from termination of the Event is for any commercial, business Agreement); or re-sale purpose we will have no liability to you for ii) any loss of profitprofits, loss of businessrevenue, business interruptionloss of data, loss of goodwill, loss of contracts or loss of business opportunity.opportunity (in each case whether direct or indirect) which arise out of or in connection with the Agreement (but without limiting your payment obligations); 10.6 We are not liable for Visitor’s losses. We will (c) we shall not be liable to you for loss of or damage to any property owned or hired by you or any Visitor, except to the extent such loss or damage is our fault. We will not be liable to you for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreement.; and 10.7 We are not liable for your acts or those of your Visitors. We (d) we shall not be liable to you for any loss you suffer arising from non-performance or delay in performance of the Agreement which is wholly or partially attributable to your own actions acts or omissions or those of your Visitors any Visitor or those of any third party supplier (unless they are supplier. 10.5 Nothing in the Agreement excludes or limits our sub-contractor). In particular, if we are liability for any matter for which liability cannot able to perform any obligations under the Agreement, lawfully be limited or are delayed in performing them, as a result of those actions or omissions, we will not be liable to youexcluded.

Indemnity and Liability. 10.1 You 12.1 Subject to clause 12.4, each Party will indemnify us the other Party and each of the other Party's Associates (and any of our officers, employees, agents or contractorseach an “Indemnified Party”) against all liabilitiesany Claim which may be made or brought against an Indemnified Party, lossesor which an Indemnified Party may sustain or incur, damages, costs and expenses suffered arising from or incurred by us or them arising fromin connection with: (a) a. any third party claim brought or threatened against us or them arising from your breach by the Party of the Agreement, your negligence, or terms of this MSA; b. any other wrongful negligent act or omission on your part or act of fraud or dishonesty by the part Party (or its employees or agents) in the performance of any Visitorthe Party's obligations under this MSA; (b) c. any Claim by a third party claim brought caused or threatened against us contributed to by the Party or them otherwise connected with the Event or your use of the Premises (its Associates; except to the extent such claim that any liability, loss, damage, cost or expense is attributable to our solely and directly caused by the negligence or deliberate default of the Indemnified Party, and provided that, except in respect of any Claim for liability under or breach of clause 7.2, 9 or 17 where a Party’s liability is unlimited, the Agreement or our negligence); (c) Indemnified Party's aggregate liability under this clause at any damage time is limited to the Premisesaggregate of all Fees and other amounts payable under this MSA and the relevant Service Agreement(s) during the immediately preceding twelve month period. 12.2 To the full extent permitted by law, each of the Parties excludes all liability however arising for any indirect, special or consequential loss or damage (including without limitation, loss of profits or goodwill) arising in any way out of or in connection with this MSA except where the loss or damage is a result of its grossly negligent or wilful acts or omissions or those of its Associates. 12.3 In satisfaction of our liability to you under this MSA, we reserve the right at our discretion to repair, replace, re-provide Service(s) or to credit the portion of the Fees applicable to any Services Agreement in respect of any Claim accepted. For the avoidance of any doubt, if we are relieved of a failure to comply with an obligation under this clause, it shall not be in breach of such obligation, and we shall have no liability to you in respect of such failure. 12.4 In the case of any Claim pursuant to clause 9.4 alleging our performance of the Service(s) infringes the Intellectual Property rights of any third party, you must notify us promptly of such Claim. We may handle that Claim's defence. On request, you will provide us with all reasonable assistance with any such Claim and you agree not to do anything to prejudice the settlement or defence of any such Claim. 12.5 Any Party alleging a Claim shall take (and use its best endeavours to ensure that any third party take) all reasonable steps to mitigate any loss or liability which might give rise to a Claim against the other Party under this MSA. 12.6 You agree that you will not pursue any claims against us for any liability we may have under or relating to this MSA or any Services Agreement until you first make claims against your insurance provider(s) and such insurance provider(s) finally resolve(s) such claims. 12.7 We will not be responsible for damage to or loss of any property at the Premises, your data unless we were negligent in executing or injury failed in a material way to any person caused by any Visitor; (d) misuse of meet our IT networks or facilities by you or any Visitor; or (e) your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor. 10.2 We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1obligations. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Event, providing such details as we may require. 10.4 We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are not liable to you for business losses. We are providing our services to you for personal or private use. If the Event is for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 10.6 We are not liable for Visitor’s losses. We will not be liable to you for loss of or damage to any property owned or hired data that was never sent by you or received by us. 12.8 We exercise no control whatsoever over the content of the information passing through our sites, and it is your responsibility to ensure that the information you transmit and receive complies with all applicable laws and regulations. 12.9 Nothing in this clause 12 shall limit or affect your obligation to make a payment (to avoid doubt, including under any Visitor, except express obligation to indemnify us) in accordance with the extent such loss or damage is our fault. We will not be liable to you for any loss suffered or incurred by you or any Visitor arising from any termination terms of this AgreementMSA. 10.7 We are not liable for your acts or those of your Visitors. We shall not be liable to you for any loss you suffer arising from your own actions or omissions or those of your Visitors or those of any third party supplier (unless they are our sub-contractor). In particular, if we are not able to perform any obligations under the Agreement, or are delayed in performing them, as a result of those actions or omissions, we will not be liable to you.

Indemnity and Liability. 10.1 You will indemnify us (and any of our officers, employees, agents or contractors) against all liabilities, losses, damages, costs and expenses suffered or incurred by us or them arising from: (a) : any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, or any other wrongful act or omission on your part or the part of any Visitor; (b) ; any third party claim brought or threatened against us or them otherwise connected with the Event or your use of the Premises (except to the extent such claim is attributable to our breach of the Agreement or our negligence); (c) ; any damage to the Premises, damage to or loss of any property at the Premises, or injury to any person caused by any Visitor; (d) ; misuse of our IT networks or facilities by you or any Visitor; or (e) or your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor. 10.2 . We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 . You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Event, providing such details as we may require. 10.4 We are responsible . Subject to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreementclause 10.5: our total aggregate liability in contract, we are responsible for loss tort (including negligence or damage you suffer that is a foreseeable result of our breach of contract statutory duty), misrepresentation, restitution or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or ifotherwise, at the time we entered into arising in connection with the Agreement with you, both shall be limited to an amount equal to the sums paid by you to us under the Agreement; we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are shall not be liable to you for business losses. We are providing our services to for: i) indirect or consequential damages or losses (including losses suffered by you for personal or private use. If any Visitor arising from termination of the Event is for any commercial, business Agreement); or re-sale purpose we will have no liability to you for ii) any loss of profitprofits, loss of businessrevenue, business interruptionloss of data, loss of goodwill, loss of contracts or loss of business opportunity. 10.6 We are not liable for Visitor’s losses. We will opportunity (in each case whether direct or indirect) which arise out of or in connection with the Agreement; we shall not be liable to you for loss of or damage to any property owned or hired by you or any Visitor, except to the extent such loss or damage is our fault. We will not be liable to you for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreement. 10.7 We are not liable for your acts or those of your Visitors. We ; and we shall not be liable to you for any loss you suffer arising from non-performance or delay in performance of the Agreement which is wholly or partially attributable to your own actions acts or omissions or those of your Visitors any Visitor or those of any third party supplier (unless they are our sub-contractor). In particular, if we are not able to perform any obligations under the Agreement, or are delayed in performing them, as a result of those actions or omissions, we will not be liable to yousupplier.

Indemnity and Liability. 10.1 9.1. You will shall indemnify us (against any actual consequences, claims, proceedings or losses that may arise or be incurred or sustained by us by reason of carrying out the telephonic instructions from, or purported to be from, you. 9.2. You shall indemnify and any of our officers, employees, agents or contractors) keep us fully indemnified against all liabilitiesactual claims, demands, action, proceedings, losses, damages, costs and expenses of any nature (including legal costs on an indemnity basis) incurred, suffered or incurred sustained by us us, directly or them arising fromindirectly, by reason of or in connection with this Agreement, including but not limited to: (a) any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, or any other wrongful act or omission provision of this Agreement on your part or the part of any Visitor;part; and/or (b) the enforcement or protection of our rights and remedies against you under this Agreement, or in obtaining or seeking to obtain payment of all or any third party claim brought or threatened against us or them otherwise connected with the Event or your use part of the Premises (except monies hereby agreed to the extent such claim is attributable to our breach of the Agreement or our negligence);be paid by you; and/or (c) any damage change in any law, regulation or official directive which may have an effect on this Agreement, and such indemnity shall be paid by you upon demand and/or may be debited to your Card Account without notice. 9.3. You undertake to pay to us the Premises, damage to or loss amount of any property at actual loss or damages which our directors, officers, employees (the Premises, "Indemnified Persons") may suffer or injury incur by reason of your failure to any person caused comply with this Agreement or by any Visitor; (d) misuse reason of our IT networks or facilities breach thereof by you or any Visitor; or (e) your breach arising out of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor. 10.2 We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the EventCard Account or the Credit Card. However, providing such details as we may requirethis clause will not apply in the event of gross negligence, fraud, wilful misconduct on the part of the Indemnified Persons. 10.4 9.4. We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are shall not responsible be liable for any loss or damage that is not foreseeable. Loss howsoever incurred or damage is foreseeable if either it is obvious that it will happen suffered by you by reason of us or ifa Merchant or any bank or financial institution or any ATM or other party refusing to allow a Card Transaction, or accept the Card or the Card number or the PIN or to extend or provide a cash withdrawal up to the Limit or at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales processall. 10.5 9.5. We are shall not liable be responsible for the refusal by any Merchant or member institution of VISA International or MasterCard to honour or accept the Card or for any defect or deficiency in the goods or services supplied to you by any Merchant or, where applicable, for business lossesany breach or non performance by a Merchant of a Card Transaction. 9.6. If there is a dispute between you and us, a Merchant, a bank or financial institution or any other person, your liability to us shall not in any way be affected by such dispute or any counterclaim or right of set-off which you may have against us, such Merchant, or other bank or financial institution or person. 9.7. We are providing our services to you for personal or private use. If the Event is shall not be liable for any commercialdisputes brought to our notice by you after 30 days from the date of the relevant statement of account. 9.8. We shall not be liable, business or re-sale purpose we will have no liability in any way, to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 10.6 We are not liable for Visitor’s losses. We will not be liable to you for loss of or damage of whatever nature, due to any property owned or hired by you or any Visitor, except to the extent such loss or damage is our fault. We will not be liable to you for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreementdisruption or failure or defect in any ATM or machine or terminal or communication system or facilities or data processing system or transmission link or any industrial or other dispute or anything or cause, whether beyond our control or otherwise. 10.7 We are not liable for your acts or those of your Visitors9.9. We shall not be liable to you in the following circumstances: (a) exercise by us of our right to terminate any Card or Card Account pursuant to Clause 7.4; (b) any injury to your credit character and reputation due to repossession of the Card by us, or any request for its return or refusal by any loss you suffer arising from your own actions person to honor or omissions accept the Card; and (c) any error or those of your Visitors omission in any details disclosed by us pursuant to Clause 9. (d) any delay or those of any third party supplier (unless they are inability on our sub-contractor). In particular, if we are not able part to perform any of our obligations under this Agreement because of any electronic, mechanical system, data processing or telecommunication defect or failure, Act of God, civil disturbance or any event outside our control or the Agreementcontrol of any of our servants, agents or are delayed contractors; (e) any damage to or loss or inability to retrieve any data or information that may be stored in performing themyour Card or any microchip or circuit or device in your Card or the corruption of any such data or information, as a result howsoever caused; (f) for any loss, theft, use or misuse of those actions the Card or omissionsdisclosure of your PIN and/or any breach of this Agreement (ii) for any fraud and/or forgery perpetrated on us or any merchant (iii) for any injury to your credit, we will not be liable character and reputation in relation to our repossession or our request for the return of the Card or your use of the Card; (g) for the interception by or disclosure to any person (whether unlawful or otherwise) of any data or information relating to you, any Card Transaction or your Card Account transmitted through or stored in any electronic system or medium, howsoever caused.

Indemnity and Liability. 10.1 You will indemnify us (and any of our officers, employees, agents or contractors) against all liabilities, losses, damages, costs and expenses suffered or incurred by us or them arising from: (a) any third third-party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, or any other wrongful act or omission on your part or the part of any Visitor; (b) any third third-party claim brought or threatened against us or them otherwise connected with the Event or your use of the Premises (except to the extent such claim is attributable to our breach of the Agreement or our negligence); (c) any damage to the Premises, damage to or loss of any property at the Premises, or injury to any person caused by any Visitor; (d) misuse of our IT networks or facilities by you or any Visitor; or (e) your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor. 10.2 We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Event, providing such details as we may require. 10.4 We are responsible Subject to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreementclause 10.5: (a) our total aggregate liability in contract, we are responsible for loss tort (including negligence or damage you suffer that is a foreseeable result of our breach of contract statutory duty), misrepresentation, restitution or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or ifotherwise, at the time we entered into arising in connection with the Agreement with you, both shall be limited to an amount equal to the sums paid by you to us under the Agreement; (b) we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are shall not be liable to you for business losses. We are providing our services to for: i) indirect or consequential damages or losses (including losses suffered by you for personal or private use. If any Visitor arising from termination of the Event is for any commercial, business Agreement); or re-sale purpose we will have no liability to you for ii) any loss of profitprofits, loss of businessrevenue, business interruptionloss of data, loss of goodwill, loss of contracts or loss of business opportunity.opportunity (in each case whether direct or indirect) which arise out of or in connection with the Agreement (but without limiting your payment obligations); 10.6 We are not liable for Visitor’s losses. We will (c) we shall not be liable to you for loss of or damage to any property owned or hired by you or any Visitor, except to the extent such loss or damage is our fault. We will not be liable to you for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreement.; and 10.7 We are not liable for your acts or those of your Visitors. We (d) we shall not be liable to you for any loss you suffer arising from non-performance or delay in performance of the Agreement which is wholly or partially attributable to your own actions acts or omissions or those of your Visitors any Visitor or those of third-party supplier. 10.5 Nothing in the Agreement excludes or limits our liability for any third party supplier (unless they are our sub-contractor). In particular, if we are matter for which liability cannot able to perform any obligations under the Agreement, lawfully be limited or are delayed in performing them, as a result of those actions or omissions, we will not be liable to youexcluded.

Indemnity and Liability. 10.1 You will indemnify us (and any 27.1 The Agreement does not limit or exclude our liability to you in respect of fraud, fraudulent misrepresentation, death or injury arising by reason of our officers, employees, agents or contractors) against all liabilities, losses, damages, costs and expenses suffered or incurred by us or them arising from: (a) any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, negligence or any other wrongful act matter that cannot be limited or omission on your part or the part of any Visitor;excluded by law.‌ (b) any third party claim brought or threatened against us or them otherwise connected with the Event or your use of the Premises (except 27.2 Subject to the extent such claim is attributable to our breach of the Agreement or our negligence); (c) any damage to the Premises, damage to or loss of any property at the Premises, or injury to any person caused by any Visitor; (d) misuse of our IT networks or facilities by you or any Visitor; or (e) your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor. 10.2 We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Event, providing such details as we may require. 10.4 We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreement27.1, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are not liable to you for business losses. We are providing our services to you for personal or private use. If the Event is for any commercial, business or re-sale purpose we will have no liability to you for any losses, costs, damages, liabilities or expenses suffered relating to the Agreement or any trading activities undertaken by you using the services we provide to you. Our entire liability to you is limited to paying you, subject to the rest of the Agreement, your realised available profits and available unencumbered deposits. 27.3 You will indemnify us and keep us indemnified on demand in respect of all liabilities, costs, claims, damages and expenses of any nature whatsoever (present, future, contingent or otherwise and including legal fees) which we suffer or incur as a direct or indirect result of (i) a breach by you of your obligations under the Agreement, or (ii) any misrepresentation or breach of warranty by you; (iii) us exercising our rights under the Agreement, (iv) the occurrence of any Default Event, or (v) any error in any instruction given to us by any Authorised Third Party or acting on any instruction, which is, or appears to be, from an Authorised Third Party. 27.4 Subject to clause 27.1, we will not be liable: (i) for any indirect or consequential loss or damage (whether for loss of profit, loss of businessbusiness or otherwise), business interruptioncosts, expenses or loss of business opportunity. 10.6 We are not liable other claims for Visitor’s losses. We will not be liable to you for loss consequential compensation whatsoever (howsoever caused) which arise out of or damage to any property owned or hired by you or any Visitor, except in relation to the extent such loss Agreement; (ii) for any incidental, special, punitive or damage is our fault. We will not be liable to you consequential damages caused by any act or omission of ours under the Agreement; or (iii) for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreement. 10.7 We are not liable for your acts or those of your Visitors. We shall not be liable to you for any loss you suffer arising from your own actions or omissions or those of your Visitors or those of any third party supplier (unless they are our sub-contractor). In particular, if we are not able to perform any obligations under the Agreement, or are delayed in performing them, as a result of those actions any error in any Order, instruction or omissionsinformation given by you or an authorised person, we or as a result of us acting on any Order or instruction which is, or appears to be, from such authorised person. 27.5 Nothing in the Agreement will not be liable exclude or restrict any duty or liability owed by us to youyou under FSMA or FCA Rules, which will, in the event of conflict, prevail over the Agreement.

Indemnity and Liability. 10.1 a. You will indemnify defend, indemnify, and hold harmless us (and any our affiliates and licensors, and each of our their respective employees, officers, employeesdirectors, agents or contractors) and representatives from and against all liabilitiesany claims, damages, losses, damagesliabilities, costs costs, and expenses suffered (including reasonable legal fees) arising out of or incurred by us or them arising from: relating to the following (“Claim”): (a) your or any third party claim brought or threatened against us or them arising from your breach End Users’ use of the Agreement, Cloud Services (including any activities under your negligence, or any other wrongful act or omission on account and use by your part or the part of any Visitor; employees and personnel); (b) any third party claim brought or threatened against us or them otherwise connected with the Event or your use of the Premises (except to the extent such claim is attributable to our breach of the this Agreement or our negligence); (c) any damage to the Premises, damage to or loss violation of any property at the Premises, or injury to any person caused by any Visitor; (d) misuse of our IT networks or facilities applicable law by you or any VisitorEnd User; or (ec) your breach of the Agreement or any other negligence or wrongful act or omission on your part End Users’ Content or the part combination of such Content with other applications, content or processes, including any Visitorclaim involving alleged infringement or misappropriation of third-party rights by such Content or by the use, development, design, production, advertising or marketing of such Content; or (d) a dispute between you and any End User. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable legal fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates. 10.2 We b. You will notify you promptly if we become aware of any claim against which you are required be responsible to provide an indemnity under clause 10.1. We will defend or settle the Claim, but must not make any admission or settlement in relation to such claim settle the Claim without your our prior written consent, which you . We may not unreasonably withhold, condition or delayalso assume control of the defence and settlement of the Claim at any time. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Eventc. SUJBECT TO THIS AGREEMENT, providing such details as we may requireTHE CLOUD SERVICES ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE CLOUD SERVICES, INCLUDING ANY WARRANTY THAT THE CLOUD SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. 10.4 We are responsible d. Our obligations to you only for foreseeable loss and damage caused are defined by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are not liable to you for business lossesfailing to provide the Cloud Services (except as expressly provided for in this Agreement), or results from our negligence or wilful misconduct. We are providing Neither of us (nor any of our services employees, agents, affiliates or licensors) is liable to you for personal or private use. If the Event is other for any commercialindirect, business special, punitive, incidental or re-sale purpose we will have no liability to you consequential loss or damage of any kind, or for any loss of profit, profits or revenue or loss of business, business interruptionof, or damage, to data, even if the party responsible for the loss of business opportunity. 10.6 We are not liable for Visitor’s losses. We will not be liable to you for loss of or damage to any property owned or hired by you or any Visitor, except to has been advised of the extent possibility of such loss or damage is damage. e. Notwithstanding anything in the Agreement to the contrary, except for liability based on our fault. We wilful misconduct or fraudulent misrepresentation and liability for death or personal injury arising from our negligence, our maximum aggregate monetary liability to you (and that of our employees, agents, affiliates and licensors) in connection with this Agreement, the Cloud Services under any basis of law, whether for breach of contract, negligence or otherwise, will not be liable exceed the lesser of: (a) the Fees that you have paid for the Cloud Services in the 12 month period prior to you for any loss suffered or incurred by you or any Visitor arising from any termination the occurrence of this Agreementthe event giving rise to the claim; and (b)US $100,000. 10.7 We are not liable for your acts or those of your Visitors. We shall not be liable to you for any loss you suffer arising from your own actions or omissions or those of your Visitors or those of any third party supplier (unless they are our sub-contractor). In particular, if we are not able to perform any obligations under the Agreement, or are delayed in performing them, as a result of those actions or omissions, we will not be liable to you.

Indemnity and Liability. 10.1 You will indemnify us (and any of our officers, employees, agents or contractors) against all liabilities, losses, damages, costs and expenses suffered or incurred by us or them arising from: (a) : any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, or any other wrongful act or omission on your part or the part of any Visitor; (b) ; any third party claim brought or threatened against us or them otherwise connected with the Event or your use of the Premises (except to the extent such claim is attributable to our breach of the Agreement or our negligence); (c) ; any damage to the Premises, damage to or loss of any property at the Premises, or injury to any person caused by any Visitor; (d) ; misuse of our IT networks or facilities by you or any Visitor; or (e) or your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor. 10.2 . We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 . You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Event, providing such details as we may require. 10.4 . We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 . We are not liable to you for business losses. We are providing our services to you for personal or private use. If the Event is for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 10.6 . We are not liable for Visitor’s losses. We will not be liable to you for loss of or damage to any property owned or hired by you or any Visitor, except to the extent such loss or damage is our fault. We will not be liable to you for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreement. 10.7 . We are not liable for your acts or those of your Visitors. We shall not be liable to you for any loss you suffer arising from your own actions or omissions or those of your Visitors or those of any third party supplier (unless they are our sub-contractor). In particular, if we are not able to perform any obligations under the Agreement, or are delayed in performing them, as a result of those actions or omissions, we will not be liable to you. Our liability is limited. Our total aggregate liability to you under this Agreement, or in connection with its subject matter, will not exceed: an amount equal to one hundred and twenty-five per cent (125%) of the sums paid or payable by you to us under this Agreement (i.e. the overall contract price), if our liability arises due to our failure to perform our services with reasonable skill and care or to provide them in accordance with the main characteristics identified in the Proposal; or otherwise an amount equal to the sums paid by you to us under this Agreement.

Indemnity and Liability. 10.1 9.1. You will shall indemnify us (against any actual consequences, claims, proceedings or losses that may arise or be incurred or sustained by us by reason of carrying out the telephonic instructions from, or purported to be from, you. 9.2. You shall indemnify and any of our officers, employees, agents or contractors) keep us fully indemnified against all liabilitiesactual claims, demands, action, proceedings, losses, damages, costs and expenses of any nature (including legal costs on an indemnity basis) incurred, suffered or incurred sustained by us us, directly or them arising fromindirectly, by reason of or in connection with this Agreement, including but not limited to: (a) any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, or any other wrongful act or omission provision of this Agreement on your part or the part of any Visitor;part; and/or (b) the enforcement or protection of our rights and remedies against you under this Agreement, or in obtaining or seeking to obtain payment of all or any third party claim brought or threatened against us or them otherwise connected with the Event or your use part of the Premises (except monies hereby agreed to the extent such claim is attributable to our breach of the Agreement or our negligence);be paid by you; and/or (c) any damage to the Premiseschange in any law, damage to regulation or loss of any property at the Premisesofficial directive which may have an effect on this Agreement, or injury to any person caused by any Visitor; (d) misuse and such indemnity shall be paid by you upon demand and/or may be debited to your Card Account without notice. 9.3. You undertake to pay to us the amount of any actual loss or damages which our IT networks directors, officers, employees (the "Indemnified Persons") may suffer or facilities incur by reason of your failure to comply with this Agreement or by reason of breach thereof by you or any Visitor; or (e) your breach arising out of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor. 10.2 We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the EventCard Account or the Covered Card. However, providing such details as we may requirethis clause will not apply in the event of gross negligence, fraud, wilful misconduct on the part of the Indemnified Persons. 10.4 9.4. We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are shall not responsible be liable for any loss or damage that is not foreseeable. Loss howsoever incurred or damage is foreseeable if either it is obvious that it will happen suffered by you by reason of us or ifa Merchant or any bank or financial institution or any ATM or other party refusing to allow a Card Transaction, or accept the Card or the Card number or the PIN or to extend or provide a cash withdrawal up to the Limit or at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales processall. 10.5 9.5. We are shall not liable be responsible for the refusal by any Merchant or member institution of VISA International or MasterCard to honour or accept the Card or for any defect or deficiency in the goods or services supplied to you by any Merchant or, where applicable, for business lossesany breach or non-performance by a Merchant of a Card Transaction. 9.6. If there is a dispute between you and us, a Merchant, a bank or financial institution or any other person, your liability to us shall not in any way be affected by such dispute or any counterclaim or right of set- off which you may have against us, such Merchant, or other bank or financial institution or person. 9.7. We are providing our services to you for personal or private use. If the Event is shall not be liable for any commercialdisputes brought to our notice by you after 30 days from the date of the relevant statement of account. 9.8. We shall not be liable, business or re-sale purpose we will have no liability in any way, to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 10.6 We are not liable for Visitor’s losses. We will not be liable to you for loss of or damage of whatever nature, due to any property owned or hired by you or any Visitor, except to the extent such loss or damage is our fault. We will not be liable to you for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreementdisruption or failure or defect in any ATM or machine or terminal or communication system or facilities or data processing system or transmission link or any industrial or other dispute or anything or cause, whether beyond our control or otherwise. 10.7 We are not liable for your acts or those of your Visitors9.9. We shall not be liable to you in the following circumstances: (a) exercise by us of our right to terminate any Card or Card Account pursuant to Clause 7.4; (b) any injury to your credit character and reputation due to repossession of the Card by us, or any request for its return or refusal by any loss you suffer arising from your own actions person to honor or omissions accept the Card; and (c) any error or those of your Visitors omission in any details disclosed by us pursuant to Clause 9. (d) any delay or those of any third party supplier (unless they are inability on our sub-contractor). In particular, if we are not able part to perform any of our obligations under this Agreement because of any electronic, mechanical system, data processing or telecommunication defect or failure, Act of God, civil disturbance or any event outside our control or the Agreementcontrol of any of our servants, agents or are delayed contractors; (e) any damage to or loss or inability to retrieve any data or information that may be stored in performing themyour Card or any microchip or circuit or device in your Card or the corruption of any such data or information, as a result howsoever caused; (f) for any loss, theft, use or misuse of those actions the Card or omissionsdisclosure of your PIN and/or any breach of this Agreement (ii) for any fraud and/or forgery perpetrated on us or any merchant (iii) for any injury to your credit, we will not be liable character and reputation in relation to our repossession or our request for the return of the Card or your use of the Card; (g) for the interception by or disclosure to any person (whether unlawful or otherwise) of any data or information relating to you, any Card Transaction or your Card Account transmitted through or stored in any electronic system or medium, howsoever caused.

Indemnity and Liability. 10.1 8.1 You will indemnify at all times indemnify, and keep indemnified, us and our directors, officers, employees and agents from and against any loss (including reasonable legal costs and expenses on a full indemnity basis) or liability incurred or suffered by you or by us arising from any claim, demand, suit, action or proceeding by any person against you or us where such loss or liability arose out of, in connection with or in respect of our your conduct or breach of this Agreement (or any conduct or breach of this Agreement by your officers, employees, agents contractors, associates, affiliates or contractorsagents). 8.2 We will provide the website to you under this Agreement with due care and skill, but we do not warrant that we will do so without fault or disruption. To the extent allowed by law, we exclude all liability to you or anyone else for loss or damage of any kind (however caused or arising) against all liabilitiesrelating in any way to the website including, lossesbut not limited to, damages, costs and expenses suffered loss or incurred by us or them arising fromdamage you might suffer as a result of: (a) any third party claim brought errors, mistakes or threatened against us or them arising from your breach of inaccuracies associated with the Agreement, your negligence, website or any other wrongful act product listings or omission on your part or product descriptions accessible through the part of any Visitorwebsite; (b) You acting, or failing to act, on any third party claim brought information contained in or threatened against us referred to in the website and/or any linked software, applications, websites or them otherwise connected with the Event or your use of the Premises (except to the extent such claim is attributable to our breach of the Agreement or our negligence)websites; (c) any personal injury or property damage to the Premises, damage to or loss of any property at nature resulting from your access to, and use of, the Premises, or injury to any person caused by any Visitorwebsite; (d) misuse any interruption or cessation of transmission to or from our IT networks or facilities by you or any Visitor; orwebsite; (e) your breach any bugs, viruses, Trojan horses, worms, logic bombs or other harmful code or communications which may be transmitted to or through our website by any third party; and/or (f) any loss of data or material that may occur while trying to upload, save or interface that data or material with the website; (g) the merchantability or fitness for any purpose of the Agreement website or any other negligence linked applications, websites or wrongful act or omission on your part or the part of any Visitorwebsites. 10.2 8.3 We will notify you promptly if we become aware of do not warrant, endorse, guarantee or assume responsibility for any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission products or settlement in relation to such claim without your prior written consent, which you services (or claims or statements about those products or services) that You may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute view in connection with the Event, providing such details as we may require. 10.4 We are responsible to you only for foreseeable loss and damage caused website – particularly those made by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are not liable to you for business losses. We are providing our services to you for personal or private use. If the Event is for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 10.6 We are not liable for Visitor’s lossesthird parties. We will not be liable a party to or in any way responsible for monitoring any transaction between you and third party providers of products and services. 8.4 We do not take any responsibility for loss direct or indirect damages or consequential losses suffered by use of or damage to in connection with the website. Where any property owned or hired by you or any Visitor, except law implies a warranty into this Agreement which may not be lawfully excluded then to the extent such loss or damage is allowed by law, our fault. We liability for breach of the warranty will not at our option be liable limited to you for any loss suffered or incurred by you or any Visitor arising from any termination the resupply of this Agreement. 10.7 We are not liable for your acts or those of your Visitors. We shall not be liable to you for any loss you suffer arising from your own actions or omissions or those of your Visitors or those of any third party supplier (unless they are our sub-contractor). In particular, if we are not able to perform any obligations under the Agreementwebsite and/or services, or are delayed in performing them, as a result the payment of those actions or omissions, we will not be liable the cost of resupply of our website and/or services to you.

Indemnity and Liability. 10.1 9.1. You will shall indemnify us (against any actual consequences, claims, proceedings or losses that may arise or be incurred or sustained by us by reason of carrying out the telephonic instructions from, or purported to be from, you. 9.2. You shall indemnify and any of our officers, employees, agents or contractors) keep us fully indemnified against all liabilitiesactual claims, demands, action, proceedings, losses, damages, costs and expenses of any nature (including legal costs on an indemnity basis) incurred, suffered or incurred sustained by us us, directly or them arising fromindirectly, by reason of or in connection with this Agreement, including but not limited to: (a) any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, or any other wrongful act or omission provision of this Agreement on your part or the part of any Visitor;part; and/or (b) the enforcement or protection of our rights and remedies against you under this Agreement, or in obtaining or seeking to obtain payment of all or any third party claim brought or threatened against us or them otherwise connected with the Event or your use part of the Premises (except monies hereby agreed to the extent such claim is attributable to our breach of the Agreement or our negligence);be paid by you; and/or (c) any damage to the Premiseschange in any law, damage to regulation or loss of any property at the Premises, or injury to any person caused by any Visitor;official directive which may have an effect on this Agreement, (d) misuse and such indemnity shall be paid by you upon demand and/or may be debited to your Card Account without notice. 9.3. You undertake to pay to us the amount of any actual loss or damages which our IT networks directors, officers, employees (the "Indemnified Persons") may suffer or facilities incur by reason of your failure to comply with this Agreement or by reason of breach thereof by you or any Visitor; or (e) your breach arising out of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor. 10.2 We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the EventCard Account or the Credit Card. However, providing such details as we may requirethis clause will not apply in the event of gross negligence, fraud, wilful misconduct on the part of the Indemnified Persons. 10.4 9.4. We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are shall not responsible be liable for any loss or damage that is not foreseeable. Loss howsoever incurred or damage is foreseeable if either it is obvious that it will happen suffered by you by reason of us or ifa Merchant or any bank or financial institution or any ATM or other party refusing to allow a Card Transaction, or accept the Card or the Card number or the PIN or to extend or provide a cash withdrawal up to the Limit or at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales processall. 10.5 9.5. We are shall not liable be responsible for the refusal by any Merchant or member institution of VISA International or MasterCard to honour or accept the Card or for any defect or deficiency in the goods or services supplied to you by any Merchant or, where applicable, for business lossesany breach or non-performance by a Merchant of a Card Transaction. 9.6. If there is a dispute between you and us, a Merchant, a bank or financial institution or any other person, your liability to us shall not in any way be affected by such dispute or any counterclaim or right of set-off which you may have against us, such Merchant, or other bank or financial institution or person. 9.7. We are providing our services to you for personal or private use. If the Event is shall not be liable for any commercialdisputes brought to our notice by you after 30 days from the date of the relevant statement of account. 9.8. We shall not be liable, business or re-sale purpose we will have no liability in any way, to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 10.6 We are not liable for Visitor’s losses. We will not be liable to you for loss of or damage of whatever nature, due to any property owned or hired by you or any Visitor, except to the extent such loss or damage is our fault. We will not be liable to you for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreementdisruption or failure or defect in any ATM or machine or terminal or communication system or facilities or data processing system or transmission link or any industrial or other dispute or anything or cause, whether beyond our control or otherwise. 10.7 We are not liable for your acts or those of your Visitors9.9. We shall not be liable to you in the following circumstances: (a) exercise by us of our right to terminate any Card or Card Account pursuant to Clause 7.4; (b) any injury to your credit character and reputation due to repossession of the Card by us, or any request for its return or refusal by any loss you suffer arising from your own actions person to honor or omissions accept the Card; and (c) any error or those of your Visitors omission in any details disclosed by us pursuant to Clause 9. (d) any delay or those of any third party supplier (unless they are inability on our sub-contractor). In particular, if we are not able part to perform any of our obligations under this Agreement because of any electronic, mechanical system, data processing or telecommunication defect or failure, Act of God, civil disturbance or any event outside our control or the Agreementcontrol of any of our servants, agents or are delayed contractors; (e) any damage to or loss or inability to retrieve any data or information that may be stored in performing themyour Card or any microchip or circuit or device in your Card or the corruption of any such data or information, as a result howsoever caused; (f) for any loss, theft, use or misuse of those actions the Card or omissionsdisclosure of your PIN and/or any breach of this Agreement (ii) for any fraud and/or forgery perpetrated on us or any merchant (iii) for any injury to your credit, we will not be liable character and reputation in relation to our repossession or our request for the return of the Card or your use of the Card; (g) for the interception by or disclosure to any person (whether unlawful or otherwise) of any data or information relating to you, any Card Transaction or your Card Account transmitted through or stored in any electronic system or medium, howsoever caused.

Indemnity and Liability. 10.1 You will indemnify us (and any 27.1 The Agreement does not limit or exclude our liability to you in respect of fraud, fraudulent misrepresentation, death or injury arising by reason of our officers, employees, agents or contractors) against all liabilities, losses, damages, costs and expenses suffered or incurred by us or them arising from: (a) any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, negligence or any other wrongful act matter that cannot be limited or omission on your part or the part of any Visitor; (b) any third party claim brought or threatened against us or them otherwise connected with the Event or your use of the Premises (except to the extent such claim is attributable to our breach of the Agreement or our negligence); (c) any damage to the Premises, damage to or loss of any property at the Premises, or injury to any person caused excluded by any Visitor; (d) misuse of our IT networks or facilities by you or any Visitor; or (e) your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitorlaw. 10.2 We will notify you promptly if we become aware of any claim against which you are required 27.2 Subject to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Event, providing such details as we may require. 10.4 We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreement27.1, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are not liable to you for business losses. We are providing our services to you for personal or private use. If the Event is for any commercial, business or re-sale purpose we will have no liability to you for any losses, costs, damages, liabilities or expenses suffered relating to the Agreement or any trading activities undertaken by you using the services we provide to you. Our entire liability to you is limited to paying you, subject to the rest of the Agreement, your realised available profits and available unencumbered deposits. 27.3 You will indemnify us and keep us indemnified on demand in respect of all liabilities, costs, claims, damages and expenses of any nature whatsoever (present, future, contingent or otherwise and including legal fees) which we suffer or incur as a direct or indirect result of (i) a breach by you of your obligations under the Agreement, or (ii) any misrepresentation or breach of warranty by you; (iii) us exercising our rights under the Agreement, (iv) the occurrence of any Default Event, or (v) any error in any instruction given to us by any Authorised Third Party or acting on any instruction, which is, or appears to be, from an Authorised Third Party. 27.4 Subject to clause 27.1, we will not be liable: i. for any indirect or consequential loss or damage (whether for loss of profit, loss of businessbusiness or otherwise), business interruptioncosts, expenses or loss of business opportunity. 10.6 We are not liable other claims for Visitor’s losses. We will not be liable to you for loss consequential compensation whatsoever (howsoever caused) which arise out of or damage to any property owned or hired by you or any Visitor, except in relation to the extent such loss Agreement; ii. for any incidental, special, punitive or damage is our faultconsequential damages caused by any act or omission of ours under the Agreement; or iii. We will not be liable to you for any loss suffered or incurred by you or any Visitor arising from any termination of this Agreement. 10.7 We are not liable for your acts or those of your Visitors. We shall not be liable to you for any loss you suffer arising from your own actions or omissions or those of your Visitors or those of any third party supplier (unless they are our sub-contractor). In particular, if we are not able to perform any obligations under the Agreement, or are delayed in performing them, as a result of those actions any error in any Order, instruction or omissionsinformation given by you or an authorised person, we or as a result of us acting on any Order or instruction which is, or appears to be, from such authorised person. 27.5 Nothing in the Agreement will not be liable exclude or restrict any duty or liability owed by us to youyou under CIMA Rules, which will, in the event of conflict, prevail over the Agreement.

Indemnity and Liability. 10.1 You will indemnify us (and any of our officersa) Despite anything to the contrary, employees, agents or contractors) against all liabilities, losses, damages, costs and expenses suffered or incurred to the maximum extent permitted by us or them arising fromthe law: (a1) any third party claim brought or threatened against us or them our maximum aggregate liability arising from your breach of the Agreement, your negligence, or any other wrongful act or omission on your part or the part of any Visitor; (b) any third party claim brought or threatened against us or them otherwise connected with the Event or your use of the Premises (except to the extent such claim is attributable to our breach of the Agreement or our negligence); (c) any damage to the Premises, damage to or loss of any property at the Premises, or injury to any person caused by any Visitor; (d) misuse of our IT networks or facilities by you or any Visitor; or (e) your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor. 10.2 We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay. 10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with this Agreement (including the Event, providing such details as we may require. 10.4 We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with Services or the subject matter of this Agreement) will be limited to, and must not exceed the total amount of Fees you paid to us in the year in which the liability arose; and (2) we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales process. 10.5 We are not liable to you for business losses. We are providing our services to you for personal or private use. If the Event is for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 10.6 We are not liable for Visitor’s losses. We will not be liable to you for loss of or damage to any property owned or hired by you or any Visitor, except to the extent such loss or damage is our fault. We will not be liable to you for any loss suffered of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or incurred corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. (b) Despite anything to the contrary, to the maximum extent permitted by the law, we have no liability, and you release and discharge us from all liability, arising from or in connection with any: (1) disputes between you and any party you have used the Services with, including your guests; (2) damage, injury or loss to any person or property; (3) failure or delay in providing the Services; (4) unavailability, outage or interruption to the Services or your Systems; or (5) breach of this Agreement or any Laws, where caused or contributed to by any:‌ (6) event or circumstance beyond our reasonable control; (7) a fault, defect, error or omission in your Computing Environment or Data; or (8) act or omission of you, your related parties, personnel or a third-party service provider, and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services. (c) Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in this Agreement attempts to exclude, restrict or modify your Statutory Rights as a consumer under the ACL. Any and all other warranties or conditions which are not guaranteed by the ACL are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in this Agreement. (d) You acknowledge and agree that: (1) you are responsible for all users using the Services, including your personnel and any authorised users; (2) you use the Services and any associated programs and files at your own risk; (3) the technical processing and transmission of the Services, including your Data, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices; (4) we may use third-party service providers to host the Services. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without liability or entitling you to any refund, credit, or other compensation; (5) the Services may use third party products, facilities or services. We do not make any warranty or representation in respect of the third-party products, facilities or services; (6) we do not guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with Data, hardware or software with which it might be used; (7) any collation, conversion and analysis of Data performed as part of the Services (whether by the Services or otherwise) is likely to be subject to human input and machine errors, omissions, delays and losses, including any loss of Data; we are not liable for any such errors, omissions, delays or losses; and you are responsible for adopting reasonable measures to limit the impact of such omissions, delays losses and errors; (8) we may relocate the Data to another jurisdiction, in which case we will give you 15 business days’ notice and use all reasonable endeavours to minimise the effect of such change on your access and use of the Services; (9) we are not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by you, your personnel, your related bodies corporate or any authorised users; (10) we are not responsible for the integrity or existence of any Data on the Computing Environment, network or any device controlled by you or your personnel; and (11) we may pursue any Visitor arising from available equitable or other remedy against you if you breach any termination provision of this Agreement. 10.7 We are not liable for (e) Despite anything to the contrary, to the maximum extent permitted by law, you must indemnify us and hold us harmless from and against any loss, cost, liability or damage, howsoever arising, suffered or incurred by us and arising from or in connection with any claim relating to your acts Data, your use of the Services or those any breach of this Agreement by you. (f) This clause will survive termination of your Visitors. We shall not be liable to you for any loss you suffer arising from your own actions or omissions or those of your Visitors or those of any third party supplier (unless they are our sub-contractor). In particular, if we are not able to perform any obligations under the Agreement, or are delayed in performing them, as a result of those actions or omissions, we will not be liable to youAccount.