Common use of LIABILITY AND LIMITATION OF LIABILITY Clause in Contracts

LIABILITY AND LIMITATION OF LIABILITY. 12.1 The Customer shall indemnify Neos Networks against liability for all third party claims, costs, proceedings or demands and against all direct losses, costs, expenses and damages incurred by Neos Networks in connection with or arising out of damage caused to Neos Networks Optical Fibres, Neos Networks Cable or Neos Networks Infrastructure arising directly out of any proven act error or omission of the Customer, its servants, agents or contractors in the exercise of the rights herein granted and/or the presence and use of the Customer’s Optical Fibres, save to the extent that any act error or omission of Neos Networks, its servants, agents or contractors has caused or contributed to such claims, costs, proceedings or demands, provided that, in the case of third party claims, Neos Networks shall not compromise or settle any such claims, costs, proceedings or demands without the written consent of the Customer (which shall not be unreasonably withheld or delayed) and shall permit the Customer to defend the same in the name of Neos Networks at the Customer’s expense. 12.2 Nothing in this Agreement shall limit or exclude a Party’s liability to the other Party in respect of: (a) death or personal injury caused by its negligence or that of its employees, agents or contractors; (b) any fraud or fraudulent misrepresentation; or (c) any liability which may not be limited or excluded by Law. 12.3 Subject to Clauses 12.2 and 12.4, a Party’s maximum aggregate liability to the other Party for all losses or damages howsoever arising out of or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise shall be limited to One Million Pounds (£1,000,000) Sterling. 12.4 Subject to Clause 12.2, neither Party shall be liable howsoever arising out of or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise for: (a) loss of profit; (b) loss of revenue; (c) loss of business; (d) loss of goodwill; (e) loss of anticipated savings; (f) loss, destruction, or corruption of data; (g) injury or damage to reputation; (h) business interruption; (i) costs of wasted management time; in each case for (a) to (i), whether such loss or damage is “direct” or “indirect”; and (j) for any indirect or consequential losses. The foregoing exclusions shall apply in all cases whether the loss or damage is foreseeable or unforeseeable, and regardless of whether such Party has been informed of the possibility or likelihood of such loss or damage.

LIABILITY AND LIMITATION OF LIABILITY. 12.1 The Customer 11.1. Notwithstanding any other provision in this Agreement, the Subcontractor shall be responsible for and shall fully indemnify Neos Networks and keep indemnified Xxxxxxxxx and its related bodies corporate, its directors, officers, employees, agents, advisors, commercial partners and customers (including the Principal) against liability for all third party claims, demands, proceedings, costs, proceedings or demands and against all direct losses, costscharges, expenses and damages incurred by Neos Networks liabilities arising from or in connection with any act, omission, neglect or arising out default of damage caused to Neos Networks Optical Fibresthe Subcontractor or its employees, Neos Networks Cable subcontractors, officers or Neos Networks Infrastructure arising directly out agents. The amount of any proven act error and all claims, damages, costs and expenses which may be paid, suffered or omission incurred by the Xxxxxxxxx in respect of any such loss, damage or injury shall be made good at the Subcontractor's expense and may be deducted from any sums due to the Subcontractor or which may become due to the Subcontractor under or in respect of this Agreement or any other subcontract or agreement between the Parties. 11.2. Without limiting any other provision in this Agreement or Xxxxxxxxx’x rights or remedies under this Agreement or otherwise at law, the Subcontractor acknowledges that its failure to achieve the required quality of the CustomerServices, its servants, agents to regularly and diligently proceed with and perform the Services such that the Services are completed by the Completion Date or contractors to properly maintain the Services free from Defects may result in loss cost or expense to Xxxxxxxxx and all such loss cost or expense are hereby agreed to be within the exercise contemplation of the rights herein granted and/or the presence and use Parties as being probable results of the Customer’s Optical Fibres, save to the extent that any act error or omission of Neos Networks, its servants, agents or contractors has caused or contributed to such claims, costs, proceedings or demands, provided that, in the case of third party claims, Neos Networks shall not compromise or settle any such claims, costs, proceedings or demands without failure by the written consent of Subcontractor and are deemed recoverable by the Customer (which Xxxxxxxxx from the Subcontractor. 11.3. Xxxxxxxxx shall not be unreasonably withheld liable to the Subcontractor under this Agreement, law of tort (including negligence), statute, in equity or delayed) otherwise for any indirect loss or damage, including loss of profit, loss of revenue, loss of use, loss of production, costs of capital, downtime costs, loss of anticipated savings or wasted overheads and shall permit the Customer to defend the same in the name of Neos Networks at the Customer’s expenseexpenses. 12.2 Nothing in 11.4. Notwithstanding any other provision of this Agreement shall limit or exclude a Party’s liability to the other Party in respect of: (a) death or personal injury caused by its negligence or that of its employeesAgreement, agents or contractors; (b) any fraud or fraudulent misrepresentation; or (c) any liability except for those liabilities which may cannot be limited or excluded by Law. 12.3 Subject to Clauses 12.2 and 12.4, a Party’s maximum aggregate Xxxxxxxxx’x liability to the other Party for all losses or damages howsoever arising out of or in connection with this Agreement whether under any indemnity, law in contractequity, tort or otherwise (including but not limited to negligence), breach of statutory duty or otherwise shall be limited to One Million Pounds not exceed the Remuneration (£1,000,000) Sterling“Agreed Contract Price” stated in the Project Agreement). 12.4 Subject to Clause 12.2, neither Party shall be liable howsoever arising out of or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise for: (a) loss of profit; (b) loss of revenue; (c) loss of business; (d) loss of goodwill; (e) loss of anticipated savings; (f) loss, destruction, or corruption of data; (g) injury or damage to reputation; (h) business interruption; (i) costs of wasted management time; in each case for (a) to (i), whether such loss or damage is “direct” or “indirect”; and (j) for any indirect or consequential losses. The foregoing exclusions shall apply in all cases whether the loss or damage is foreseeable or unforeseeable, and regardless of whether such Party has been informed of the possibility or likelihood of such loss or damage.

LIABILITY AND LIMITATION OF LIABILITY. 12.1 The Customer shall indemnify Neos Networks against liability for all third party claims14.1 To the maximum extent permitted by applicable law, costs, proceedings We will not be held liable for: 14.1.1 any fault or demands and against all direct losses, costs, expenses and damages incurred by Neos Networks in connection with or arising out of damage caused failure relating to Neos Networks Optical Fibres, Neos Networks Cable or Neos Networks Infrastructure arising directly out of any proven act error or omission of the Customer, its servants, agents or contractors in the exercise of the rights herein granted and/or the presence and use of the Customer’s Optical Fibres, save Prepaid Product that is a result of abnormal and unforeseeable circumstances beyond Our control which would have been unavoidable despite all Our efforts to the extent contrary, including but not limited to, a fault in or failure of data processing systems; 14.1.2 the goods or services that You purchase with Your Prepaid Product; 14.1.3 any act error loss of profits, loss of business, or omission any indirect, consequential, special or punitive losses; 14.1.4 any acts or omissions that are a consequence of Neos NetworksOur compliance with any national or European Union law; or 14.1.5 any fees charged by third parties such as other banks, its servantsfinancial institutions or commercial third parties for use of their facilities or services. In any event Our liability will be limited to the balance of Your Account at the time that the event occurs. 14.2 In addition to the conditions set out in section 14.1, agents or contractors has caused or contributed Our liability shall be limited as follows: 14.2.1 Where Your Prepaid Product is faulty due to such claimsOur fault, costs, proceedings or demands, provided that, in the case of third party claims, Neos Networks Our liability shall not compromise or settle any such claims, costs, proceedings or demands without the written consent be limited to replacement of the Customer (which Prepaid Product, or at Our choice, repayment to You of the available funds on Your Account; 14.2.2 Where sums are incorrectly deducted from the available funds on Your Account due to Our fault, Our liability shall not be unreasonably withheld or delayed) and shall permit limited to payment to You of an amount equivalent to the Customer to defend the same in the name of Neos Networks at the Customer’s expenseamount incorrectly deducted. 12.2 14.2.3 In all other circumstances of Our default, Our liability will be limited to repayment of the amount of the available funds on Your Account. 14.2.4 Nothing in this Agreement shall exclude or limit or exclude a Party’s Our liability to the other Party in respect of: (a) for death or personal injury caused by its negligence or that of its employees, agents or contractors; (b) any fraud or fraudulent misrepresentation; or (c) any liability which may not be limited or excluded by Lawinjury. 12.3 Subject 14.3 If You have used Your Prepaid Product fraudulently or allowed Your Prepaid Product to Clauses 12.2 be used fraudulently, in a manner that does not comply with these Terms and Conditions, for illegal purposes, or if You have allowed Your Prepaid Product or its details to be compromised due to Your negligence You will be held responsible for the use and misuse of the Prepaid Product. We will take all reasonable and necessary steps to recover any loss from You, and there shall be no maximum limit to Your liability except where relevant laws or regulations impose such a limit. This means You should take care of Your Prepaid Product and its details and act responsibly, or You will be held liable. 14.4 Providing that You have taken all reasonable care necessary and subject at all times to sections 11.3 and 12.4, You will not be liable for unauthorised transactions associated with a Party’s maximum aggregate liability lost or stolen Card or a compromised Account . 14.5 Claims for non-execution, incorrect execution or late execution of authorised transactions: 14.5.1 If an authorised transaction is not executed or not executed correctly, You may request Us to refund the full amount of the transaction without delay insofar as the transaction was not made or not made correctly. If the amount has been deducted from Your Account, We shall restore the balance of Your Account to what it would have been without debiting for the non-executed or incorrectly executed transaction. If Your transaction was initiated by a payment initiation service provider, We shall be subject to the other Party aforementioned obligations. 14.5.2 Over and above section 14.5.1, You may ask Us to refund any charges and interest insofar as these were levied on You or debited to Your Account in connection with the non-execution or incorrect execution of the transaction. 14.5.3 If an authorised transaction is executed late, You may request Us to ask the payee’s payment service provider to credit the payment amount to the payee’s payment account as if the credit transfer had been properly executed. This obligation shall also apply if Your transaction is initiated via a payment initiation service provider. 14.5.4 Our liability in accordance with sections 14.5.1-14.5.3 is excluded in the following cases: (i) We are able demonstrate to You that the payment amount was remitted to the payee’s payment service provider in due time and in full. (ii) The transaction was executed in conformity with the incorrect unique payee identifier provided by You. In this case, You may, however, ask Us to make reasonable efforts to recover the amount of the transaction. If the transaction amount cannot be recovered, We shall upon written request provide You with available information that will enable You to assert a claim for a refund of the transaction amount against the actual recipient of the transaction. 14.5.5 Your claims under sections 14.5.1-14.5.3 for a non-executed or, incorrect executed transaction are excluded if You do not notify Us within 13 months after the day the transaction was made. This 13 month period shall only commence if We have notified You of the debit booking by the means agreed for transaction statements, as outlined in section 7, by no later than one month after the debit booking. Otherwise, this period shall begin with the date of the notification. This shall also apply if Your transaction was initiated via a payment initiation service provider. 14.5.6 Claims on Your part are excluded if the circumstances giving rise to a claim: (i) Are based upon an exceptional and unforeseeable event on which We have no influence and whose consequences could not have been avoided by exercising due diligence; (ii) Were brought about by Us as a result of a statutory obligation. 14.6 If You permit an AIS Provider or PIS Provider to act on Your behalf, You are liable to Us for the actions that You authorise the AIS Provider or PIS Provider to take on Your behalf, subject to Your mandatory legal rights and sections 14.4 and 14.5. Granting permission to any third party in any way does not relieve You of any of Your responsibilities under this Agreement. You acknowledge and agree that You will not hold Us responsible for, and will indemnify Us from, any liability arising from the actions or inactions of this third party in connection with the permissions You granted. 14.7 The Luxembourg Deposit Guarantee Fund (“Fonds de garantie des dépôts Luxembourg“ - FGDL) does not apply to Your Prepaid Product. However as a responsible e-money issuer We take the security of Your money very seriously. Your funds are held in a secure client account, specifically for the purpose of redeeming transactions made via Your Prepaid Product. In the unlikely event of any insolvency, funds that have reached Our client account will be protected against claims by creditors. We will be happy to talk through any questions or concerns You might have; please contact Customer Service for information. 14.8 It is Your responsibility to ensure that any funds transferred to us for Your benefit are done so in accordance with Our instructions, in particular that You ensure the correct identifier information is included with the funds transfer to enable Us to assign such funds to Your Account. We specifically disclaim all losses or damages howsoever liability arising out of or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise shall be limited any arrangements You may have entered into with a third party financial institution regarding funds transferred to One Million Pounds (£1,000,000) Sterling. 12.4 Subject to Clause 12.2, neither Party shall Your Account. In particular We disclaim all liability for errors made by such third party financial institutions and will only be liable howsoever arising out for those funds received by Us in accordance with Our instructions and credited to Your Account for the purchase of or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise for: (a) loss of profit; (b) loss of revenue; (c) loss of business; (d) loss of goodwill; (e) loss of anticipated savings; (f) loss, destruction, or corruption of data; (g) injury or damage to reputation; (h) business interruption; (i) costs of wasted management time; in each case for (a) to (i), whether such loss or damage is “direct” or “indirect”; and (j) for any indirect or consequential losses. The foregoing exclusions shall apply in all cases whether the loss or damage is foreseeable or unforeseeable, and regardless of whether such Party has been informed of the possibility or likelihood of such loss or damageelectronic money.

LIABILITY AND LIMITATION OF LIABILITY. 12.1 The Customer Provider shall indemnify Neos Networks SCDMV for and against liability for any and all third party claims, costs, proceedings or demands and against all direct losses, costsdamages, judgments, liabilities or similar costs and expenses and damages incurred by Neos Networks which arise in connection with whole or arising in part out of damage the acts or omissions of the Provider with respect to this program or the Provider’s failure to abide by the terms of this Contract, including, without limitation, reasonable attorneys’ fees and all other costs of defending any such action or claim. Except with respect to its obligations otherwise set forth in this Section and Section 5 hereof and except for the damages caused by the intentional misconduct of the Provider, the Provider’s total liability in any event for monetary damages suffered by SCDMV, including without limitation, any indirect, special, incidental, or consequential damages resulting from the loss of data, SCDMV’s use of the products and services provided by the Provider, hereunder, or the performance or nonperformance by the Provider of its obligations under this Contract, whether or not the Provider was advised of the possibility of such damages and whether or not such damages arise in tort, contract or under any other theory of liability, shall be expressly limited to Neos Networks Optical Fibresthe recovery by SCDMV of funds collected by Provider and not yet remitted for transactions that have been completed and for uncollected funds as described in Section 1., Neos Networks Cable above. Without limiting the foregoing in any way, the Provider shall not have any liability to SCDMV for any claims, losses, damages, judgments, liabilities or Neos Networks Infrastructure arising similar costs and expenses resulting directly out of or indirectly from the misappropriation or misuse by a Participating Dealer or Third Party Participant for any proven vehicle record obtained from SCDMV, or any other act error or omission of a Participating Dealer or Third Party Participant, including, without limitation, any Participating Dealer’s or Third Party Participant’s failure to abide by the Customer, its servants, agents or contractors in the exercise of the rights herein granted and/or the presence and use of the Customer’s Optical Fibres, save to the extent that any act error or omission of Neos Networks, its servants, agents or contractors has caused or contributed to such claims, costs, proceedings or demands, provided that, in the case of third party claims, Neos Networks shall not compromise or settle any such claims, costs, proceedings or demands without the written consent of the Customer (which shall not be unreasonably withheld or delayed) and shall permit the Customer to defend the same in the name of Neos Networks at the Customer’s expense. 12.2 Nothing in this Agreement shall limit or exclude a Party’s liability to the other Party in respect of: Program Standards if (a) death the Provider had no notice or personal injury caused by its negligence knowledge of such misappropriation or that of its employees, agents misuse or contractors; (b) the Provider did have suspicions of the Participating Dealer or Third Party Participant wrongdoing and immediately reported the suspicions and the results of any fraud investigations to SCDMV. The Provider shall provide and maintain a surety bond in the amount of one hundred thousand ($100,000.00) dollars to cover all claims, losses, damages, judgment, liabilities, out of pocket costs or fraudulent misrepresentation; or (c) any liability which may not be limited or excluded similar cost and expenses incurred by Law. 12.3 Subject to Clauses 12.2 and 12.4, a Party’s maximum aggregate liability SCDMV owing to the other Party for all losses or damages howsoever arising out loss, destruction of or Provider’s inability to account for inventory as set forth in connection with this Agreement whether in contractSection 1., tort (including negligence), breach of statutory duty or otherwise shall be limited to One Million Pounds (£1,000,000) Sterlingabove. 12.4 Subject to Clause 12.2, neither Party shall be liable howsoever arising out of or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise for: (a) loss of profit; (b) loss of revenue; (c) loss of business; (d) loss of goodwill; (e) loss of anticipated savings; (f) loss, destruction, or corruption of data; (g) injury or damage to reputation; (h) business interruption; (i) costs of wasted management time; in each case for (a) to (i), whether such loss or damage is “direct” or “indirect”; and (j) for any indirect or consequential losses. The foregoing exclusions shall apply in all cases whether the loss or damage is foreseeable or unforeseeable, and regardless of whether such Party has been informed of the possibility or likelihood of such loss or damage.