Common use of LIABILITIES OF THE SERVICE PROVIDER Clause in Contracts

LIABILITIES OF THE SERVICE PROVIDER. 11.1 Subject to the provisions of this Clause 11, the Service Provider, its officers and employees, and any person acting under the direction of the Service Provider, shall not be liable for any loss or damage howsoever caused to the Participant or its customer resulting from the operation of MEPS+ or the provision of MEPS+ Services, including any action that may be taken by the Service Provider against any other Participant, unless the Service Provider or the relevant officer, employee or person acting under the direction of the Service Provider has been found guilty of a reckless act or omission, or of intentional misconduct, in a final decision made by a court in Singapore. 11.2 The Service Provider shall not be responsible or liable to the Participant or its customer for any error in, or any delayed execution, non-execution, part-execution or different execution of, any transaction under MEPS+ caused by any machine or hardware malfunction, software defect, or electrical, electronic, SWIFT-related, telecommunication, electrical power supply or other technical fault, to the extent that such malfunction, defect, fault or cause did not result from the reckless act or omission, or the intentional misconduct, of the Service Provider, its officer, employee or person acting under its directions. 11.3 Under no circumstances shall the Service Provider, its officers or employees, or any person acting under the direction of the Service Provider be liable for any loss or damage howsoever caused, to the Participant or its customer as a result of: (a) the inability of the Participant to make or receive payment or to effect securities settlement as a result of the suspension or termination of MEPS+ Services under this Agreement; (b) the usage of the SWIFT Messaging Services, including but not limited to any loss or damage that may result from: (i) the unavailability or deficiency in the SWIFT Messaging Services relating to the delivery and receipt of messages or instructions or the authentication mechanisms that may be provided by SWIFT; or (ii) any negligent act or omission or wilful default by SWIFT. (c) the usage of non-SWIFT transmission channels in accordance with the contingency procedures set out in the Rules, MEPS+ Operations Manual and MEPS+ User Manuals, including but not limited to any loss or damage that may result from: (i) the processing of any message or instruction by the Service Provider, where such message or instruction is given in writing or sent to the Service Provider through MASNET or physical electronic storage media and signed by authorised signatories of the Participant; (ii) the processing of any message or instruction by the Service Provider, where such message or instruction relates to CLS payments and is sent by the Participant to the Service Provider through tested fax, CBCA, MASNET or physical electronic storage media; (iii) the processing of duplicate messages or instructions that may be received by the Service Provider from the Participant; (iv) the inability of the Service Provider or the Participant to view or read any message or instruction contained in any physical electronic storage media that is sent by the Participant to the Service Provider or vice versa; (v) any error or omission in any message or instruction that is sent by the Participant to the Service Provider; (vi) any error or omission in any statement or printout that is sent by the Service Provider to the Participant. 11.4 The Service Provider shall not be responsible for or liable to the Participant or its customer for any loss or damage arising from: (a) unauthorised or erroneous payments or transfers made under MEPS+ by the Participant or its officer or employee; (b) the negligence, fraud, dishonesty, misconduct, unfamiliarity or omission of the Participant or its officer or employee in the use of MEPS+; (c) the non-cooperation of the Participant with another participant in the use of MEPS+; (d) the breach or non-observance by the Participant of this Agreement or the Rules; (e) any other cause due to the fault, act or omission of a customer of the Participant in connection with the use of MEPS+ by the Participant; or (f) any other cause due to the fault, default, act or omission of any person acting on behalf or under the direction of the Participant in connection with the direct or indirect use of MEPS+, or in connection with the installation, maintenance or operation of any equipment or software used or to be used for the purpose of MEPS+. 11.5 If any claim is made against the Service Provider and the same is proved to have resulted or arisen from any of the causes stated in Clause 11.4 with respect to the Participant, the Participant shall take reasonably appropriate action or proceedings to restrain the claimant or otherwise to keep the Service Provider harmless from the claim, and shall indemnify the Service Provider fully for any and all losses, expenses or costs incurred or sustained by it for the purpose of negotiating on, settling or defending the claim, including all legal costs on a full indemnity basis, provided that the Service Provider shall not negotiate or settle any claim without the prior consent of the Participant (whose consent shall not be unreasonably withheld), and in this regard, the Participant shall respond to the Service Provider within 14 days from the time of request by the Service Provider, failing which the Participant shall be deemed to have given its consent to the Service Provider. The Participant agrees that such duty to restrain, keep harmless and indemnify shall survive any termination of this Agreement and be binding on the assigns and successors in title of the Participant. 11.6 In all cases where the Participant or its customer has suffered any damage or loss which is recoverable under this Clause 11, the Service Provider shall not be liable for any collateral, indirect, consequential or special loss or damage howsoever caused and any liability on the part of the Service Provider shall in any event be limited to the aggregate of the following: (a) an amount not exceeding the value of non-recoverable funds or securities which were or were to be transferred or settled ("non-recoverable amount") under MEPS+, the value of the funds or securities being ascertained as at the date the transaction was or was to be for value, and non-recoverability being ascertained as on the 7th business day after the date on which the transaction was or was to be for value, or such earlier date as the Service Provider may determine; and (b) an amount equivalent to the aggregate daily interest on the non-recoverable amount from the date the loss or damage occurred up to and including the 7th business day thereafter, the applicable daily interest rate being the ABS K2 Rate + 1% in Singapore on the relevant day (and where any relevant day is not a business day, on the immediate preceding business day), where the ABS K2 Rate is the daily published Business Times’ Interbank Overnight Offer rate. 11.7 Where the Service Provider has paid the Participant, or has paid the Participant for and on behalf of its customer, a sum equivalent to the non-recoverable amount and interest in accordance with Clause 11.6, the Service Provider shall be subrogated to the Participant or its customer or both, in respect of the beneficial title in the non- recoverable amount and of any right or entitlement in relation to the non-recoverable amount which the Participant or its customer may have against any person, to the extent of the sum so paid by the Service Provider, and the Service Provider shall: (a) have and be entitled to the beneficial title in the non-recoverable amount, or any part thereof, which is recovered after the 7th business day from the date the transaction was or was to be for value; and (b) be entitled to claim and pursue a claim against that person for the sum so paid together with interest and costs, without any direction from or interference by the Participant or its customer. Notwithstanding this, the Participant shall assist and cooperate fully with the Service Provider in relation to any claim that the Service Provider may pursue, if such assistance or cooperation is required by the Service Provider.

LIABILITIES OF THE SERVICE PROVIDER. 11.1 Subject to the provisions of this Clause 11, the Service Provider, its officers and employees, and any person acting under the direction of the Service Provider, shall not be liable for any loss or damage howsoever caused to the Participant or its customer resulting from the operation of MEPS+ or the provision of MEPS+ Services, including any action that may be taken by the Service Provider against any other Participant, unless the Service Provider or the relevant officer, employee or person acting under the direction of the Service Provider has been found guilty of a reckless act or omission, or of intentional misconduct, in a final decision made by a court in Singapore. 11.2 The Service Provider shall not be responsible or liable to the Participant or its customer for any error in, or any delayed execution, non-execution, part-execution or different execution of, any transaction under MEPS+ caused by any machine or hardware malfunction, software defect, or electrical, electronic, SWIFT-related, telecommunication, electrical power supply or other technical fault, to the extent that such malfunction, defect, fault or cause did not result from the reckless act or omission, or the intentional misconduct, of the Service Provider, its officer, employee or person acting under its directions. 11.3 Under no circumstances shall the Service Provider, its officers or employees, or any person acting under the direction of the Service Provider be liable for any loss or damage howsoever caused, to the Participant or its customer as a result of: (a) the inability of the Participant to make or receive payment or to effect securities settlement as a result of the suspension or termination of MEPS+ Services under this Agreement; (b) the usage of the SWIFT Messaging Services, including but not limited to any loss or damage that may result from: (i) the unavailability or deficiency in the SWIFT Messaging Services relating to the delivery and receipt of messages or instructions or the authentication mechanisms that may be provided by SWIFT; or (ii) any negligent act or omission or wilful default by SWIFT. (c) the usage of non-SWIFT transmission channels in accordance with the contingency procedures set out in the Rules, MEPS+ Operations Manual and MEPS+ User Manuals, including but not limited to any loss or damage that may result from: (i) the processing of any message or instruction by the Service Provider, where such message or instruction is given in writing or sent to the Service Provider through MASNET or physical electronic storage media and signed by authorised signatories of the Participant; (ii) the processing of any message or instruction by the Service Provider, where such message or instruction relates to CLS payments and is sent by the Participant Participants to the Service Provider through tested fax, CBCA, MASNET or physical electronic storage media; (iii) the processing of duplicate messages or instructions that may be received by the Service Provider from the Participant; (iv) the inability of the Service Provider or the Participant to view or read any message or instruction contained in any physical electronic storage media that is sent by the Participant to the Service Provider or vice versa; (v) any error or omission in any message or instruction that is sent by the Participant to the Service Provider; (vi) any error or omission in any statement or printout that is sent by the Service Provider to the Participant. 11.4 The Service Provider shall not be responsible for or liable to the Participant or its customer for any loss or damage arising from: (a) unauthorised or erroneous payments or transfers made under MEPS+ by the Participant or its officer or employee; (b) the negligence, fraud, dishonesty, misconduct, unfamiliarity or omission of the Participant or its officer or employee in the use of MEPS+; (c) the non-cooperation of the Participant with another participant in the use of MEPS+; (d) the breach or non-observance by the Participant of this Agreement or the Rules; (e) any other cause due to the fault, act or omission of a customer of the Participant in connection with the use of MEPS+ by the Participant; or (f) any other cause due to the fault, default, act or omission of any person acting on behalf or under the direction of the Participant in connection with the direct or indirect use of MEPS+, or in connection with the installation, maintenance or operation of any equipment or software used or to be used for the purpose of MEPS+. 11.5 If any claim is made against the Service Provider and the same is proved to have resulted or arisen from any of the causes stated in Clause 11.4 with respect to the Participant, the Participant shall take reasonably appropriate action or proceedings to restrain the claimant or otherwise to keep the Service Provider harmless from the claim, and shall indemnify the Service Provider fully for any and all losses, expenses or costs incurred or sustained by it for the purpose of negotiating on, settling or defending the claim, including all legal costs on a full indemnity basis, provided that the Service Provider shall not negotiate or settle any claim without the prior consent of the Participant (whose consent shall not be unreasonably withheld), and in this regard, the Participant shall respond to the Service Provider within 14 days from the time of request by the Service Provider, failing which the Participant shall be deemed to have given its consent to the Service Provider. The Participant agrees that such duty to restrain, keep harmless and indemnify shall survive any termination of this Agreement and be binding on the assigns and successors in title of the Participant. 11.6 In all cases where the Participant or its customer has suffered any damage or loss which is recoverable under this Clause 11, the Service Provider shall not be liable for any collateral, indirect, consequential or special loss or damage howsoever caused and any liability on the part of the Service Provider shall in any event be limited to the aggregate of the following: (a) an amount not exceeding the value of non-recoverable funds or securities which were or were to be transferred or settled ("non-recoverable amount") under MEPS+, the value of the funds or securities being ascertained as at the date the transaction was or was to be for value, and non-recoverability being ascertained as on the 7th business day after the date on which the transaction was or was to be for value, or such earlier date as the Service Provider may determine; and (b) an amount equivalent to the aggregate daily interest on the non-recoverable amount from the date the loss or damage occurred up to and including the 7th business day thereafter, the applicable daily interest rate being the ABS K2 Rate + 1% in Singapore on the relevant day (and where any relevant day is not a business day, on the immediate preceding business day), where the ABS K2 Rate is the daily published Business Times’ Interbank Overnight Offer rate. 11.7 Where the Service Provider has paid the Participant, or has paid the Participant for and on behalf of its customer, a sum equivalent to the non-recoverable amount and interest in accordance with Clause 11.6, the Service Provider shall be subrogated to the Participant or its customer or both, in respect of the beneficial title in the non- recoverable amount and of any right or entitlement in relation to the non-recoverable amount which the Participant or its customer may have against any person, to the extent of the sum so paid by the Service Provider, and the Service Provider shall: (a) have and be entitled to the beneficial title in the non-recoverable amount, or any part thereof, which is recovered after the 7th business day from the date the transaction was or was to be for value; and (b) be entitled to claim and pursue a claim against that person for the sum so paid together with interest and costs, without any direction from or interference by the Participant or its customer. Notwithstanding this, the Participant shall assist and cooperate fully with the Service Provider in relation to any claim that the Service Provider may pursue, if such assistance or cooperation is required by the Service Provider.

LIABILITIES OF THE SERVICE PROVIDER. 11.1 Subject to the provisions of this Clause 11, the Service Provider, its officers and employees, and any person acting under the direction of the Service Provider, shall not be liable for any loss or damage howsoever caused to the Participant or its customer resulting from the operation of MEPS+ or the provision of MEPS+ Services, including any action that may be taken by the Service Provider against any other Participant, unless the Service Provider or the relevant officer, employee or person acting under the direction of the Service Provider has been found guilty of a reckless act or omission, or of intentional misconduct, in a final decision made by a court in Singapore. 11.2 The Service Provider shall not be responsible or liable to the Participant or its customer for any error in, or any delayed execution, non-execution, part-execution or different execution of, any transaction under MEPS+ caused by any machine or hardware malfunction, software defect, or electrical, electronic, SWIFT-related, telecommunication, electrical power supply or other technical fault, to the extent that such malfunction, defect, fault or cause did not result from the reckless act or omission, or the intentional misconduct, of the Service Provider, its officer, employee or person acting under its directions. 11.3 Under no circumstances shall the Service Provider, its officers or employees, or any person acting under the direction of the Service Provider be liable for any loss or damage howsoever caused, to the Participant or its customer as a result of: (a) the inability of the Participant to make or receive payment or to effect securities settlement as a result of the suspension or termination of MEPS+ Services under this Agreement; (b) the usage of the SWIFT Messaging Services, including but not limited to any loss or damage that may result from: (i) the unavailability or deficiency in the SWIFT Messaging Services relating to the delivery and receipt of messages or instructions or the authentication mechanisms that may be provided by SWIFT; or (ii) any negligent act or omission or wilful default by SWIFT. (c) the usage of non-SWIFT transmission channels in accordance with the contingency procedures set out in the Rules, MEPS+ Operations Manual and MEPS+ User Manuals, including but not limited to any loss or damage that may result from: (i) the processing of any message or instruction by the Service Provider, where such message or instruction is given in writing or sent to the Service Provider through MASNET or physical electronic storage media and signed by authorised signatories of the Participant; (ii) the processing of any message or instruction by the Service Provider, where such message or instruction relates to CLS payments and is sent by the Participant Participants to the Service Provider through tested fax, CBCA, MASNET or physical electronic storage media; (iii) the processing of duplicate messages or instructions that may be received by the Service Provider from the Participant; (iv) the inability of the Service Provider or the Participant to view or read any message or instruction contained in any physical electronic storage media that is sent by the Participant to the Service Provider or vice versa; (v) any error or omission in any message or instruction that is sent by the Participant to the Service Provider; (vi) any error or omission in any statement or printout that is sent by the Service Provider to the Participant. 11.4 The Service Provider shall not be responsible for or liable to the Participant or its customer for any loss or damage arising from: (a) unauthorised or erroneous payments or transfers made under MEPS+ by the Participant or its officer or employee; (b) the negligence, fraud, dishonesty, misconduct, unfamiliarity or omission of the Participant or its officer or employee in the use of MEPS+; (c) the non-cooperation of the Participant with another participant in the use of MEPS+; (d) the breach or non-observance by the Participant of this Agreement or the Rules; (e) any other cause due to the fault, act or omission of a customer of the Participant in connection with the use of MEPS+ by the Participant; or (f) any other cause due to the fault, default, act or omission of any person acting on behalf or under the direction of the Participant in connection with the direct or indirect use of MEPS+, or in connection with the installation, maintenance or operation of any equipment or software used or to be used for the purpose of MEPS+. 11.5 If any claim is made against the Service Provider and the same is proved to have resulted or arisen from any of the causes stated in Clause 11.4 with respect to the Participant, the Participant shall take reasonably appropriate action or proceedings to restrain the claimant or otherwise to keep the Service Provider harmless from the claim, and shall indemnify the Service Provider fully for any and all losses, expenses or costs incurred or sustained by it for the purpose of negotiating on, settling or defending the claim, including all legal costs on a full indemnity basis, provided that the Service Provider shall not negotiate or settle any claim without the prior consent of the Participant (whose consent shall not be unreasonably withheld), and in this regard, the Participant shall respond to the Service Provider within 14 days from the time of request by the Service Provider, failing which the Participant shall be deemed to have given its consent to the Service Provider. The Participant agrees that such duty to restrain, keep harmless and indemnify shall survive any termination of this Agreement and be binding on the assigns and successors in title of the Participant. 11.6 In all cases where the Participant or its customer has suffered any damage or loss which is recoverable under this Clause 11, the Service Provider shall not be liable for any collateral, indirect, consequential or special loss or damage howsoever caused and any liability on the part of the Service Provider shall in any event be limited to the aggregate of the following: (a) an amount not exceeding the value of non-recoverable funds or securities which were or were to be transferred or settled ("non-recoverable amount") under MEPS+, the value of the funds or securities being ascertained as at the date the transaction was or was to be for value, and non-recoverability being ascertained as on the 7th business day after the date on which the transaction was or was to be for value, or such earlier date as the Service Provider may determine; and (b) an amount equivalent to the aggregate daily interest on the non-recoverable amount from the date the loss or damage occurred up to and including the 7th business day thereafter, the applicable daily interest rate being the ABS K2 Rate + 1% in Singapore on the relevant day (and where any relevant day is not a business day, on the immediate preceding business day), where the ABS K2 Rate is the daily published Business Times’ Interbank Overnight Offer rate. 11.7 Where the Service Provider has paid the Participant, or has paid the Participant for and on behalf of its customer, a sum equivalent to the non-recoverable amount and interest in accordance with Clause 11.6, the Service Provider shall be subrogated to the Participant or its customer or both, in respect of the beneficial title in the non- recoverable amount and of any right or entitlement in relation to the non-recoverable amount which the Participant or its customer may have against any person, to the extent of the sum so paid by the Service Provider, and the Service Provider shall: (a) have and be entitled to the beneficial title in the non-recoverable amount, or any part thereof, which is recovered after the 7th business day from the date the transaction was or was to be for value; and (b) be entitled to claim and pursue a claim against that person for the sum so paid together with interest and costs, without any direction from or interference by the Participant or its customer. Notwithstanding this, the Participant shall assist and cooperate fully with the Service Provider in relation to any claim that the Service Provider may pursue, if such assistance or cooperation is required by the Service Provider.

LIABILITIES OF THE SERVICE PROVIDER. 11.1 Subject to the provisions of this Clause 11, the Service Provider, its officers and employees, and any person acting under the direction of the Service Provider, shall not be liable for any loss or damage howsoever caused to the Participant or its customer resulting from the operation of MEPS+ or the provision of MEPS+ Services, including any action that may be taken by the Service Provider against any other Participant, unless the Service Provider or the relevant officer, employee or person acting under the direction of the Service Provider has been found guilty of a reckless act or omission, or of intentional misconduct, in a final decision made by a court in Singapore. 11.2 The Service Provider shall not be responsible or liable to the Participant or its customer for any error in, or any delayed execution, non-execution, part-execution or different execution of, any transaction under MEPS+ caused by any machine or hardware malfunction, software defect, or electrical, electronic, SWIFT-related, telecommunication, electrical power supply or other technical fault, to the extent that such malfunction, defect, fault or cause did not result from the reckless act or omission, or the intentional misconduct, of the Service Provider, its officer, employee or person acting under its directions. 11.3 Under no circumstances shall the Service Provider, its officers or employees, or any person acting under the direction of the Service Provider be liable for any loss or damage howsoever caused, to the Participant or its customer as a result of: (a) the inability of by the Participant to make or receive payment or to effect securities settlement as a result of the suspension or termination of MEPS+ Services under this Agreement; (b) the usage of the SWIFT Messaging Services, including but not limited to any loss or damage that may result from: (i) the unavailability or deficiency in the SWIFT Messaging Services relating to the delivery and receipt of messages or instructions or the authentication mechanisms that may be provided by SWIFT; or (ii) any negligent act or omission or wilful default by SWIFT. (c) the usage of non-SWIFT transmission channels in accordance with the contingency procedures set out in the Rules, MEPS+ Operations Manual Rules and MEPS+ User ManualsGuide, including but not limited to any loss or damage that may result from: (i) the processing of any message or instruction by the Service Provider, where such message or instruction is given in writing or sent to the Service Provider through MASNET or physical electronic storage media and signed by authorised signatories of the Participant; (ii) the processing of any message or instruction by the Service Provider, where such message or instruction relates to CLS payments and is sent by the Participant to the Service Provider through tested fax, CBCA, MASNET or physical electronic storage media; (iii) the processing of duplicate messages or instructions that may be received by the Service Provider from the Participant; (iv) the inability of the Service Provider or the Participant to view or read any message or instruction contained in any physical electronic storage media CD-ROM that is sent by the Participant to the Service Provider or vice versa; (v) any error or omission in any message or instruction that is sent by the Participant to the Service Provider; (vi) any error or omission in any statement or printout that is sent by the Service Provider to the Participant. 11.4 The Service Provider shall not be responsible for or liable to the Participant or its customer for any loss or damage arising from: (a) unauthorised or erroneous payments or transfers made under MEPS+ by the Participant or its officer or employee; (b) the negligence, fraud, dishonesty, misconduct, unfamiliarity or omission of the Participant or its officer or employee in the use of MEPS+; (c) the non-cooperation of the Participant with another participant Participant in the use of MEPS+; (d) the breach or non-observance by the Participant of this Agreement or the Rules; (e) any other cause due to the fault, act or omission of a customer of the Participant in connection with the use of MEPS+ by the Participant; or (f) any other cause due to the fault, default, act or omission of any person acting on behalf or under the direction of the Participant in connection with the direct or indirect use of MEPS+, or in connection with the installation, maintenance or operation of any equipment or software used or to be used for the purpose of MEPS+. 11.5 If any claim is made against the Service Provider and the same is proved to have resulted or arisen from any of the causes stated in Clause 11.4 with respect to the Participant, the Participant shall take reasonably appropriate action or proceedings to restrain the claimant or otherwise to keep the Service Provider harmless from the claim, and shall indemnify the Service Provider fully for any and all losses, expenses or costs incurred or sustained by it for the purpose of negotiating on, settling or defending the claim, including all legal costs on a full indemnity basis, provided that the Service Provider shall not negotiate or settle any claim without the prior consent of the Participant (whose consent shall not be unreasonably withheld), and in this regard, the Participant shall respond to the Service Provider within 14 days from the time of request by the Service Provider, failing which the Participant shall be deemed to have given its consent to the Service Provider. The Participant agrees that such duty to restrain, keep harmless and indemnify shall survive any termination of this Agreement and be binding on the assigns and successors in title of the Participant. 11.6 In all cases where the Participant or its customer has suffered any damage or loss which is recoverable under this Clause 11, the Service Provider shall not be liable for any collateral, indirect, consequential or special loss or damage howsoever caused and any liability on the part of the Service Provider shall in any event be limited to the aggregate of the following: (a) an amount not exceeding the value of non-recoverable funds or securities which were or were to be transferred or settled ("non-recoverable amount") under MEPS+, the value of the funds or securities being ascertained as at the date the transaction was or was to be for value, and non-recoverability being ascertained as on the 7th business day after the date on which the transaction was or was to be for value, or such earlier date as the Service Provider may determine; and (b) an amount equivalent to the aggregate daily interest on the non-recoverable amount from the date the loss or damage occurred up to and including the 7th business day thereafter, the applicable daily interest rate being the ABS K2 Rate + 1% in Singapore on the relevant day (and where any relevant day is not a business day, on the immediate preceding business day), where the ABS K2 Rate is the daily published Business Times’ Interbank Overnight Offer rate. 11.7 Where the Service Provider has paid the Participant, or has paid the Participant for and on behalf of its customer, a sum equivalent to the non-recoverable amount and interest in accordance with Clause 11.6, the Service Provider shall be subrogated to the Participant or its customer or both, in respect of the beneficial title in the non- recoverable amount and of any right or entitlement in relation to the non-recoverable amount which the Participant or its customer may have against any person, to the extent of the sum so paid by the Service Provider, and the Service Provider shall: (a) have and be entitled to the beneficial title in the non-recoverable amount, or any part thereof, which is recovered after the 7th business day from the date the transaction was or was to be for value; and (b) be entitled to claim and pursue a claim against that person for the sum so paid together with interest and costs, without any direction from or interference by the Participant or its customer. Notwithstanding this, the Participant shall assist and cooperate fully with the Service Provider in relation to any claim that the Service Provider may pursue, if such assistance or cooperation is required by the Service Provider.

LIABILITIES OF THE SERVICE PROVIDER. 11.1 Subject to the provisions of this Clause 11, the Service Provider, its officers and employees, and any person acting under the direction of the Service Provider, shall not be liable for any loss or damage howsoever caused to the Participant or its customer resulting from the operation of MEPS+ or the provision of MEPS+ Services, including any action that may be taken by the Service Provider against any other Participant, unless the Service Provider or the relevant officer, employee or person acting under the direction of the Service Provider has been found guilty of a reckless act or omission, or of intentional misconduct, in a final decision made by a court in Singapore. 11.2 The Service Provider shall not be responsible or liable to the Participant or its customer for any error in, or any delayed execution, non-execution, part-execution or different execution of, any transaction under MEPS+ caused by any machine or hardware malfunction, software defect, or electrical, electronic, SWIFT-related, telecommunication, electrical power supply or other technical fault, to the extent that such malfunction, defect, fault or cause did not result from the reckless act or omission, or the intentional misconduct, of the Service Provider, its officer, employee or person acting under its directions. 11.3 Under no circumstances shall the Service Provider, its officers or employees, or any person acting under the direction of the Service Provider be liable for any loss or damage howsoever caused, to the Participant or its customer as a result of: (a) the inability by of the Participant to make or receive payment or to effect securities settlement as a result of the suspension or termination of MEPS+ Services under this Agreement; (b) the usage of the SWIFT Messaging Services, including but not limited to any loss or damage that may result from: (i) the unavailability or deficiency in the SWIFT Messaging Services relating to the delivery and receipt of messages or instructions or the authentication mechanisms that may be provided by SWIFT; or (ii) any negligent act or omission or wilful default by SWIFT. (c) the usage of non-SWIFT transmission channels in accordance with the contingency procedures set out in the Rules, MEPS+ Operations Manual and MEPS+ User ManualsGuideManuals, including but not limited to any loss or damage that may result from: (i) the processing of any message or instruction by the Service Provider, where such message or instruction is given in writing or sent to the Service Provider through MASNET or physical electronic storage media and signed by authorised signatories of the Participant; (ii) the processing of any message or instruction by the Service Provider, where such message or instruction relates to CLS payments and is sent by the Participant Participants to the Service Provider through tested fax, CBCA, MASNET or physical electronic storage media; (iii) the processing of duplicate messages or instructions that may be received by the Service Provider from the Participant; (iv) the inability of the Service Provider or the Participant to view or read any message or instruction contained in any physical CD-ROMphysical electronic storage media that is sent by the Participant to the Service Provider or vice versa; (v) any error or omission in any message or instruction that is sent by the Participant to the Service Provider; (vi) any error or omission in any statement or printout that is sent by the Service Provider to the Participant. 11.4 The Service Provider shall not be responsible for or liable to the Participant or its customer for any loss or damage arising from: (a) unauthorised or erroneous payments or transfers made under MEPS+ by the Participant or its officer or employee; (b) the negligence, fraud, dishonesty, misconduct, unfamiliarity or omission of the Participant or its officer or employee in the use of MEPS+; (c) the non-cooperation of the Participant with another Participant participant in the use of MEPS+; (d) the breach or non-observance by the Participant of this Agreement or the Rules; (e) any other cause due to the fault, act or omission of a customer of the Participant in connection with the use of MEPS+ by the Participant; or (f) any other cause due to the fault, default, act or omission of any person acting on behalf or under the direction of the Participant in connection with the direct or indirect use of MEPS+, or in connection with the installation, maintenance or operation of any equipment or software used or to be used for the purpose of MEPS+. 11.5 If any claim is made against the Service Provider and the same is proved to have resulted or arisen from any of the causes stated in Clause 11.4 with respect to the Participant, the Participant shall take reasonably appropriate action or proceedings to restrain the claimant or otherwise to keep the Service Provider harmless from the claim, and shall indemnify the Service Provider fully for any and all losses, expenses or costs incurred or sustained by it for the purpose of negotiating on, settling or defending the claim, including all legal costs on a full indemnity basis, provided that the Service Provider shall not negotiate or settle any claim without the prior consent of the Participant (whose consent shall not be unreasonably withheld), and in this regard, the Participant shall respond to the Service Provider within 14 days from the time of request by the Service Provider, failing which the Participant shall be deemed to have given its consent to the Service Provider. The Participant agrees that such duty to restrain, keep harmless and indemnify shall survive any termination of this Agreement and be binding on the assigns and successors in title of the Participant. 11.6 In all cases where the Participant or its customer has suffered any damage or loss which is recoverable under this Clause 11, the Service Provider shall not be liable for any collateral, indirect, consequential or special loss or damage howsoever caused and any liability on the part of the Service Provider shall in any event be limited to the aggregate of the following: (a) an amount not exceeding the value of non-recoverable funds or securities which were or were to be transferred or settled ("non-recoverable amount") under MEPS+, the value of the funds or securities being ascertained as at the date the transaction was or was to be for value, and non-recoverability being ascertained as on the 7th business day after the date on which the transaction was or was to be for value, or such earlier date as the Service Provider may determine; and (b) an amount equivalent to the aggregate daily interest on the non-recoverable amount from the date the loss or damage occurred up to and including the 7th business day thereafter, the applicable daily interest rate being the ABS K2 Rate + 1% in Singapore on the relevant day (and where any relevant day is not a business day, on the immediate preceding business day), where the ABS K2 Rate is the daily published Business Times’ Interbank Overnight Offer rate. 11.7 Where the Service Provider has paid the Participant, or has paid the Participant for and on behalf of its customer, a sum equivalent to the non-recoverable amount and interest in accordance with Clause 11.6, the Service Provider shall be subrogated to the Participant or its customer or both, in respect of the beneficial title in the non- recoverable amount and of any right or entitlement in relation to the non-recoverable amount which the Participant or its customer may have against any person, to the extent of the sum so paid by the Service Provider, and the Service Provider shall: (a) have and be entitled to the beneficial title in the non-recoverable amount, or any part thereof, which is recovered after the 7th business day from the date the transaction was or was to be for value; and (b) be entitled to claim and pursue a claim against that person for the sum so paid together with interest and costs, without any direction from or interference by the Participant or its customer. Notwithstanding this, the Participant shall assist and cooperate fully with the Service Provider in relation to any claim that the Service Provider may pursue, if such assistance or cooperation is required by the Service Provider.