Common use of Liability and Disclaimer Clause in Contracts

Liability and Disclaimer. 18.1 Subject to clauses 18.2 and 18.3, the maximum aggregate liability of the Supplier under or relating to this Agreement, whether in contract or tort (including without limitation negligence) or for any other cause of action and including indemnification obligations, is limited to the Annual Fee paid or payable by the Customer during the 12 months immediately preceding the first event giving rise to liability, irrespective of the number of separate discrete events, separate causations or separate breaches by the Supplier giving rise to liability. 18.2 Except for liability resulting from Customer’s breach or other violation of any Intellectual Property Rights of the Supplier, neither party’s liability to the other under this Agreement, includ- ing for indemnification obligations, includes, nor will either party be liable for, any indirect, incidental, special or consequential loss or damage, or damages resulting from delay of delivery or from loss of profits, business, revenue, anticipated savings or goodwill whether arising in contact, tort (including without limitation neg- ligence), product liability, statute or otherwise and whether or not such party has been advised or is aware of the possibility of such damages. 18.3 Without limiting clause 18.2, the Supplier is not liable: (a) to the extent that the Customer is responsible for an act or omission that contributed to the Customer’s loss; (b) for any processing deficiency (in any system) that is caused (in whole or in part) by input data that is inaccurate; (c) for any defect or deficiency in any system or service that is not developed or provided by the Supplier under this Agreement. That includes (without limitation) the Customer’s production and legacy systems and systems that receive data from systems produced by the Supplier; (d) for any losses caused to the Customer as a result of the Solution being unavailable due to matters outside of the Supplier’s control; (e) to the extent that the Solution transfers information across the internet, for any loss, corrup- tion or leak of information caused by such transfer; (f) for any direct, indirect or consequential loss, damage or costs arising out of or in connection with the access by or use of the Solution by persons who are not Authorised Users; (g) for any inaccuracy in any data, report, information extract or other output generated by the Customer from the Solution or for any virus or malicious code contained in any attachment, link, file or other material uploaded or otherwise incorporated into the Solution by the Customer; (h) for any unauthorised access to the Solution via the internet or any other means. 18.4 In addition to other remedies available to the Supplier under this Agreement or otherwise, any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Solution will entitle the Supplier to any available equitable remedy against the Customer including injunctive relief.

Liability and Disclaimer. 18.1 Subject to clauses 18.2 and 18.3, the maximum aggregate liability of the Supplier under or relating to this Agreement, whether in contract or tort (including without limitation negligence) or for any other cause of action and including indemnification obligations, is limited to the Annual Fee paid or payable by the Customer during the 12 months immediately preceding the first event giving rise to liability, irrespective of the number of separate discrete events, separate causations or separate breaches by the Supplier giving rise to liability. 18.2 Except for liability resulting from Customer’s breach or other violation of any Intellectual Property Rights of the Supplier, neither party’s liability to the other under this Agreement, includ- ing including for indemnification obligations, includes, nor will either party be liable for, any indirect, incidental, special or consequential loss or damage, or damages resulting from delay of delivery or from loss of profits, business, revenue, anticipated savings or goodwill whether arising in contact, tort (including without limitation neg- ligencenegligence), product liability, statute or otherwise and whether or not such party has been advised or is aware of the possibility of such damages. 18.3 Without limiting clause 18.2, the Supplier is not liable: (a) to the extent that the Customer is responsible for an act or omission that contributed to the Customer’s 's loss; (b) for any processing deficiency (in any system) that is caused (in whole or in part) by input data that is inaccurate; (c) for any defect or deficiency in any system or service that is not developed or provided by the Supplier under this Agreement. That includes (without limitation) the Customer’s 's production and legacy systems and systems that receive data from systems produced by the Supplier; (d) for any losses caused to the Customer as a result of the Solution being unavailable due to matters outside of the Supplier’s control; (e) to the extent that the Solution transfers information across the internet, for any loss, corrup- tion corruption or leak of information caused by such transfer; (f) for any direct, indirect or consequential loss, damage or costs arising out of or in connection with the access by or use of the Solution by persons who are not Authorised Users; (g) for any inaccuracy in any data, report, information extract or other output generated by the Customer from the Solution or for any virus or malicious code contained in any attachment, link, file or other material uploaded or otherwise incorporated into the Solution by the Customer; (h) for any unauthorised access to the Solution via the internet or any other means. 18.4 In addition to other remedies available to the Supplier under this Agreement or otherwise, any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Solution will entitle the Supplier to any available equitable remedy against the Customer including injunctive relief.

Liability and Disclaimer. 18.1 Subject to clauses 18.2 and 18.3, the maximum aggregate liability of the Supplier under or relating to this Agreement, whether in contract or tort (including without limitation negligence) or for any other cause of action and including indemnification obligations, is limited to the Annual Fee paid or payable by the Customer during the 12 months immediately preceding the first event giving rise to liability, irrespective of the number of separate discrete events, separate causations or separate breaches by the Supplier giving rise to liability. 18.2 Except for liability resulting from Customer’s breach or other violation of any Intellectual Property Rights of the Supplier, neither party’s liability to the other under this Agreement, includ- ing including for indemnification obligations, includes, nor will either party be liable for, any indirect, incidental, special or consequential loss or damage, or damages resulting from delay of delivery or from loss of profits, business, revenue, anticipated savings or goodwill whether arising in contact, tort (including without limitation neg- ligencenegligence), product liability, statute or otherwise and whether or not such party has been advised or is aware of the possibility of such damages. 18.3 Without limiting clause 18.2, the Supplier is not liable: (a) to the extent that the Customer is responsible for an act or omission that contributed to the Customer’s loss; (b) for any processing deficiency (in any system) that is caused (in whole or in part) by input data that is inaccurate; (c) for any defect or deficiency in any system or service that is not developed or provided by the Supplier under this Agreement. That includes (without limitation) the Customer’s production and legacy systems and systems that receive data from systems produced by the Supplier; (d) for or any losses caused to the Customer as a result of the Solution being unavailable due to matters outside of the Supplier’s control; (e) to the extent that the Solution transfers information across the internet, for any loss, corrup- tion corruption or leak of information caused by such transfer; (f) for any direct, indirect or consequential loss, damage or costs arising out of or in connection with the access by or use of the Solution by persons who are not Authorised Users; (g) for any inaccuracy in any data, report, information extract or other output generated by the Customer from the Solution or for any virus or malicious code contained in any attachment, link, file or other material uploaded or otherwise incorporated into the Solution by the Customer; (h) for any unauthorised access to the Solution via the internet or any other means. 18.4 In addition to other remedies available to the Supplier under this Agreement or otherwise, any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Solution will entitle the Supplier to any available equitable remedy against the Customer including injunctive relief.