Common use of LIABILITY, INDEMNITY AND INSURANCE Clause in Contracts

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract ‌ 10.1 Subject to paragraph 10.2, and save where any provision of the Agreement provides for an indemnity, the Parties acknowledge and agree that neither Party nor any of its officers, employees or agents shall be construed liable to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial Party for loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission breach of the Supplier. The Supplier shall not be responsible Agreement other than for any injury, loss, damage, cost or expense if loss directly resulting from such breach and to which at the extent that it is caused by the negligence or wilful misconduct date of formation of the Authority or by Agreement was reasonably foreseeable as not unlikely to occur in the ordinary course of events from such breach by the Authority of its obligations under the Contract.in respect of: 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or 10.1.1 physical damage to the property of the other Party, its officers, employees or agents; and/or 10.1.2 any liability arising under paragraph 5.3 and/or 10.1.3 the liability of such other Party to any other person for loss in respect of physical damage to the property of any person subject, for the avoidance of doubt, to the requirement that the amount of such liability claimed by such other Party should be mitigated in accordance with general law, 10.2 Nothing in this Agreement shall exclude or limit the liability of either Party for death or personal injury resulting from the negligence of that Party or any of its officers, employees or agents, and each Party shall indemnify and keep indemnified the other Party, its officers, employees and agents from and against all such and any loss or liability which such other Party may suffer or incur by reason of any claim on account of death or personal injury resulting from the negligence of that Party or its officers, employees or agents. 10.3 Subject to paragraph 10.2, and save where any provision of the Agreement provides for an indemnity or otherwise, neither Party nor any of its officers, employees or agents shall in any circumstances whatsoever be liable to the other Party for: 10.3.1 any loss of profit, loss of revenue, loss of use, loss of data, loss of contract or loss of goodwill; or 10.3.2 any indirect or consequential loss; or 10.3.3 loss resulting from the liability of the other Party to any other person howsoever and whensoever arising save as provided in paragraphs 10.1.3 and 10.2. 10.4 Subject to paragraph 10.2, and save where any provision of the Agreement provides for an indemnity, the liability of any Party in respect of all claims for the losses referred to in paragraph 10.1 shall be subject to an aggregate cap of two million pounds sterling (£2,000,000). 10.5 The Provider shall procure (and on request provide evidence to the Company of) appropriate insurances as required by law and necessary for the safe and efficient performance of the Agreement to cover the liabilities set out in paragraph 10, with a reputable insurance company. 10.6 If the Provider appoints a sub-contractor in connection with the Contract provision of the Flexibility Services, the Provider shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as ensure that the sub-contractor maintains appropriate insurance to the extent set out in Clause 9.1.1paragraph 10. If the Provider acts as an aggregator in connection with the provision of the Flexibility Services to Accessible Sites, it shall, where it is reasonably practicable to do so, ensure that the DER owners and operators for which it acts maintain appropriate insurance to the extent set out in paragraph 10. (a) the annual aggregate liability 10.7 The Provider’s liabilities under the Contract of either Party for all Defaults Agreement shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) not be deemed to be released or one hundred and fifty per cent (150%) of the Contract Price payable limited by the Authority Provider taking out the insurance policies referred to the Supplier in the year in which the liability arisesparagraph10.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) for:- death or personal injury caused by its negligence or that of its Staff; or (b) or fraud or fraudulent misrepresentation by it or its Staff; (c) ; any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) ; any claim under Clause 9.38.3; or (e) or any claim in respect of any breach of Clause 7.36.3, or any other matter mater which, by Law, may not be limited or excluded. 9.1.2 . Subject to Clause 9.1.3 8.1.3 and Clause 9.1.48.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 . Subject to Clause 9.1.1 8.1.1 and Clause 9.1.48.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) limits:- the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand million pounds sterling (£100,0001,000,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 8.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.38.3; or (e) any claim under the indemnity in Clause 6.7.10 or in respect of any breach of Clause 7.36.3, or any other matter mater which, by Law, may not be limited or excluded. 9.1.2 8.1.2 Subject to Clause 9.1.3 8.1.3 and Clause 9.1.48.1.4, the Supplier Service Provider shall indemnify and keep the Authority Customer indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier Service Provider of its obligations under the Contract or the presence of the Supplier Service Provider or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierService Provider, or any other loss which is caused directly or indirectly by any act or omission of the SupplierService Provider. The Supplier Service Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority Customer or by breach by the Authority Customer of its obligations under the Contract. 9.1.3 8.1.3 Subject to Clause 9.1.1 8.1.1 and Clause 9.1.48.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand million pounds sterling (£100,0001,000,000); and (b) except as set out in Clause 9.1.18.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand million pounds sterling (£200,0002,000,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) for:- death or personal injury caused by its negligence or that of its Staff; or (b) or fraud or fraudulent misrepresentation by it or its Staff; (c) ; any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 Act 1979 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) Act 1982; any claim under Clause 9.353; or (e) or any claim under the indemnity in Clause 38.10 or in respect of any breach of Clause 7.334, or any other matter mater which, by Law, may not be limited or excluded. 9.1.2 . Subject to Clause 9.1.3 50.4 and Clause 9.1.450.5, the Supplier SERVICE PROVIDER shall indemnify and keep the Authority CLIENT indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier SERVICE PROVIDER of its obligations under the Contract or the presence of the Supplier SERVICE PROVIDER or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierSERVICE PROVIDER, or any other loss which is caused directly or indirectly by any act or omission of the SupplierSERVICE PROVIDER. The Supplier SERVICE PROVIDER shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority CLIENT or by breach by the Authority CLIENT of its obligations under the Contract. 9.1.3 . Subject to Clause 9.1.1 50.2 and Clause 9.1.450.5, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) limits:- the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand [[insert figure in words] pounds sterling (£100,000insert figure)]; and (b) and except as set out in Clause 9.1.1 (a) 50.2.1, the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand [insert figure in words pounds sterling (£200,000insert figure) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority CLIENT to the Supplier SERVICE PROVIDER in the year in which the liability arises. Subject to Clause 50.2, in no event shall either Party be liable to the other for any:- loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; and/or  loss of savings (whether anticipated or otherwise); and/or any indirect or consequential loss or damage. The CLIENT may, amongst other things, recover as a direct loss:- any additional operational and/or administrative expenses arising from the SERVICE PROVIDER'S Default; any wasted expenditure or charges rendered unnecessary and/or incurred by the CLIENT arising from the SERVICE PROVIDER'S Default; and the additional cost of procuring replacement services for the remainder of the Contract Period following termination of the Contract as a result of a Default by the SERVICE PROVIDER. Nothing in this Contract shall impose any liability on the CLIENT in respect of any liability incurred by the SERVICE PROVIDER to any other person, but this shall not be taken to exclude or limit any liability of the CLIENT to the SERVICE PROVIDER that may arise by virtue of either a breach of the Contract or by negligence on the part of the CLIENT, or the CLIENT'S employees, servants or agents. The SERVICE PROVIDER shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the SERVICE PROVIDER, arising out of the SERVICE PROVIDER’S performance of its obligations under the Contract, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the SERVICE PROVIDER. Such insurance shall be maintained for the duration of the Contract Period and for a minimum of six (6) years following the expiration or earlier termination of the Contract. The SERVICE PROVIDER shall hold employer’s liability insurance in respect of Staff in accordance with any legal requirement from time to time in force. The SERVICE PROVIDER shall give the CLIENT, on request, copies of all insurance policies referred to in this Clause or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. If, for whatever reason, the SERVICE PROVIDER fails to give effect to and maintain the insurances required by the provisions of the Contract the CLIENT may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the SERVICE PROVIDER. The provisions of any insurance or the amount of cover shall not relieve the SERVICE PROVIDER of any liabilities under the Contract. It shall be the responsibility of the SERVICE PROVIDER to determine the amount of insurance cover that will be adequate to enable the SERVICE PROVIDER to satisfy any liability referred to in Clause 50.3.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 Act 1979 or Section 2 of the Supply of Goods and Services Xxx 0000Act 1982; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand million pounds sterling (£100,0001,000,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand million pounds sterling (£200,0002,000,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 8.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's ’s liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.38.4; or (e) any claim under the indemnity in Clause 6.7.10 or in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded.6.3, 9.1.2 8.1.2 Subject to Clause 9.1.3 8.1.3 and Clause 9.1.48.1.4, the Supplier Service Provider shall indemnify and keep the Authority Customer indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier Service Provider of its obligations under the Contract or the presence of the Supplier Service Provider or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierService Provider, or any other loss which is caused directly or indirectly by any act or omission of the SupplierService Provider. The Supplier Service Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority Customer or by breach by the Authority Customer of its obligations under the Contract. 9.1.3 8.1.3 Subject to Clause 9.1.1 8.1.1 and Clause 9.1.48.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand million pounds sterling (£100,0001,000,000); and (b) except as set out in Clause 9.1.18.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand one million pounds sterling (£200,0001,000,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority Customer to the Supplier Service Provider in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) for:- death or personal injury caused by its negligence or that of its Staff; or (b) or fraud or fraudulent misrepresentation by it or its Staff; (c) ; any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 Act 1979 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) Act 1982; any claim under Clause 9.3; or (e) or any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 . Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 . Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) limits:- the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand million pounds sterling (£100,0001,000,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 10.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.310.3; or (e) any claim in respect of any breach of Clause 7.38.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 10.1.2 Subject to Clause 9.1.3 10.1.3 and Clause 9.1.410.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 10.1.3 Subject to Clause 9.1.1 10.1.1 and Clause 9.1.410.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 9.1.110.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises. 10.1.4 Subject to Clause 10.1.1, in no event shall either Party be liable to the other for any:- (a) loss of profits; (b) loss of business; (c) loss of revenue; (d) loss of or damage to goodwill; and/or (e) loss of savings (whether anticipated or otherwise); and/or (f) any indirect or consequential loss or damage. 10.1.5 The Authority may, amongst other things, recover as a direct loss:- (a) any additional operational and/or administrative expenses arising from the Supplier's Default; (b) any wasted expenditure or charges rendered unnecessary and/or incurred by the Authority arising from the Supplier's Default; and (c) the additional cost of procuring replacement services for the remainder of the Contract Period following termination of the Contract as a result of a Default by the Supplier. 10.1.6 Nothing in this Contract shall impose any liability on the Authority in respect of any liability incurred by the Supplier to any other person, but this shall not be taken to exclude or limit any liability of the Authority to the Supplier that may arise by virtue of either a breach of the Contract or by negligence on the part of the Authority, or the Authority's employees, servants or agents. 10.1.7 The Supplier shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Supplier, arising out of the Supplier’s performance of its obligations under the Contract, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Supplier. Such insurance shall be maintained for the duration of the Contract Period and for a minimum of six (6) years following the expiration or earlier termination of the Contract. 10.1.8 The Supplier shall hold employer’s liability insurance in respect of Staff in accordance with any legal requirement from time to time in force. 10.1.9 The Supplier shall give the Authority, on request, copies of all insurance policies referred to in this clause or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. 10.1.10 If, for whatever reason, the Supplier fails to give effect to and maintain the insurances required by the provisions of the Contract the Authority may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Supplier. 10.1.11 The provisions of any insurance or the amount of cover shall not relieve the Supplier of any liabilities under the Contract. It shall be the responsibility of the Supplier to determine the amount of insurance cover that will be adequate to enable the Supplier to satisfy any liability referred to in Clause 10.1.2.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract ‌‌ 10.1 Subject to paragraph 10.2, and save where any provision of the Agreement provides for an indemnity, the Parties acknowledge and agree that neither Party nor any of its officers, employees or agents shall be construed liable to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial Party for loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission breach of the Supplier. The Supplier shall not be responsible Agreement other than for any injury, loss, damage, cost or expense if loss directly resulting from such breach and to which at the extent that it is caused by the negligence or wilful misconduct date of formation of the Authority or by Agreement was reasonably foreseeable as not unlikely to occur in the ordinary course of events from such breach by the Authority of its obligations under the Contract.in respect of:‌ 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or 10.1.1 physical damage to the property of the other Party, its officers, employees or agents; and/or 10.1.2 any liability arising under paragraph 5.3 and/or 10.1.3 the liability of such other Party to any other person for loss in respect of physical damage to the property of any person subject, for the avoidance of doubt, to the requirement that the amount of such liability claimed by such other Party should be mitigated in accordance with general law,‌ 10.2 Nothing in this Agreement shall exclude or limit the liability of either Party for death or personal injury resulting from the negligence of that Party or any of its officers, employees or agents, and each Party shall indemnify and keep indemnified the other Party, its officers, employees and agents from and against all such and any loss or liability which such other Party may suffer or incur by reason of any claim on account of death or personal injury resulting from the negligence of that Party or its officers, employees or agents.‌ 10.3 Subject to paragraph 10.2, and save where any provision of the Agreement provides for an indemnity or otherwise, neither Party nor any of its officers, employees or agents shall in any circumstances whatsoever be liable to the other Party for:‌ 10.3.1 any loss of profit, loss of revenue, loss of use, loss of data, loss of contract or loss of goodwill; or 10.3.2 any indirect or consequential loss; or 10.3.3 loss resulting from the liability of the other Party to any other person howsoever and whensoever arising save as provided in paragraphs 10.1.3 and 10.2. 10.4 The Provider shall procure (and on request provide evidence to the Company of) appropriate insurances as required by law and necessary for the safe and efficient performance of the Agreement to cover the liabilities set out in paragraph 10, with a reputable insurance company. 10.5 If the Provider appoints a sub-contractor in connection with the Contract provision of the Flexibility Services, the Provider shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as ensure that the sub-contractor maintains appropriate insurance to the extent set out in Clause 9.1.1paragraph 10. If the Provider acts as an aggregator in connection with the provision of the Flexibility Services to Accessible Sites, it shall, where it is reasonably practicable to do so, ensure that the DER owners and operators for which it acts maintain appropriate insurance to the extent set out in paragraph 10. (a) the annual aggregate liability 10.6 The Provider’s liabilities under the Contract of either Party for all Defaults Agreement shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) not be deemed to be released or one hundred and fifty per cent (150%) of the Contract Price payable limited by the Authority Provider taking out the insurance policies referred to the Supplier in the year in which the liability arisesparagraph10.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 7.1.1 Nothing in this the Contract shall be construed to limit or exclude either Party's liability (and, in the case of the Contractor, this shall include its Staff) for:- (a) death or personal injury caused by its negligence or that of its Staff; ornegligence; (b) fraud Fraud or fraudulent misrepresentation by it or its Staffmisrepresentation; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 Act 1979 or Section 2 of the Supply of Goods and Services Xxx 0000Act 1982; (d) any claim under Clause 9.37.3; or (e) any claim under the indemnity in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded5.7.10. 9.1.2 7.1.2 Subject to Clause 9.1.3 7.1.3 and Clause 9.1.4, 7.1.4 the Supplier Contractor shall indemnify and keep indemnified the Authority indemnified Customer in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier Contractor of its obligations under the Contract or the presence of the Supplier Contractor or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierContractor, or any other loss which is caused directly or indirectly by any act or omission of the SupplierContractor. The Supplier Contractor shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority Customer or by breach by the Authority Customer of its obligations under the Contract. 9.1.3 7.1.3 Subject always to Clause 9.1.1 7.1.1 and Clause 9.1.47.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred [£50,000.00 (fifty thousand pounds sterling (£100,000)pounds]; and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser greater of two hundred thousand pounds sterling [£5,000,000.00 (£200,000) five million pounds)] or one hundred and fifty per [125]per cent (150%) of the Contract Price payable by the Authority Customer to the Supplier Contractor in the year in which the liability arises. 7.1.4 Subject to Clause 7.1.1, in no event shall either Party be liable to the other for any:- (a) loss of profits; (b) loss of business; (c) loss of revenue; (d) loss of or damage to goodwill; (e) loss of savings (whether anticipated or otherwise); and/or (f) any indirect or consequential loss or damage. 7.1.5 The Customer may, amongst other things, recover as a direct loss:- (a) any additional operational and/or administrative expenses arising from the Contractor's Default; (b) any wasted expenditure or charges rendered unnecessary and/or incurred by the Customer arising from the Contractor's Default; and (c) the additional cost of procuring replacement services for the remainder of the Contract Period following termination of the Contract as a result of a Default by the Contractor. 7.1.6 Nothing in the Contract shall impose any liability on the Customer in respect of any liability incurred by the Contractor to any other person, but this shall not be taken to exclude or limit any liability of the Customer to the Contractor that may arise by virtue of either a breach of the Contract or by negligence on the part of the Customer or its Staff. 7.1.7 The Contractor shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Contractor, arising out of the Contractor's performance of its obligations under the Contract, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Contractor. Such insurance shall be maintained for the duration of the Contract Period and for a minimum of [6 (six)] years following the expiration or earlier termination of the Contract. 7.1.8 The Contractor shall hold employer's liability insurance in respect of Staff in accordance with any legal requirement from time to time in force. 7.1.9 The Contractor shall give the Customer, on request, copies of all insurance policies referred to in this clause or a broker's verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. 7.1.10 If, for whatever reason, the Contractor fails to give effect to and maintain the insurances required by the provisions of the Contract the Customer may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Contractor. 7.1.11 The provisions of any insurance or the amount of cover shall not relieve the Contractor of any liabilities under the Contract. It shall be the responsibility of the Contractor to determine the amount of insurance cover that will be adequate to enable the Contractor to satisfy any liability referred to in Clause 7.1.2.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.39.3.1c; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier Contractor shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier Contractor of its obligations under the Contract or the presence of the Supplier Contractor or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierContractor, or any other loss which is caused directly or indirectly by any act or omission of the SupplierContractor. The Supplier Contractor shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier Contractor in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 8.1 duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this sectio n. 8.2 Subject to clause 8.3 (which for the avoidance of doubt lists the types of loss a total amount of SoW Charges payable by the Customer to the Service Provider during the previous 12 month period payable under the agreement. 8.3 The Service Provider is not liable (whether caused by its employees, agents or provision of the services and Deliverables or the performance of any of its other obligations under the agreement for: 8.3.1 any indirect, special or consequential loss, damage, costs, or expenses ; or 8.3.2 any loss of profits; loss of anticipated profits; loss of sale or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, information or data; loss of reputation or goodwill; business interruption; or, other third party claims; or 8.3.3 any failure to perform any of its obligations if such delay or failure is due to any cause beyond its reasonable control; or breach in relation to the C 8.3.4 any losses arising directly or indirectly from the choice of S Available 8.4 Nothing in this Contract agreement shall be construed to limit or exclude either Party's liability for:- (a) the Ser death or personal injury caused by its negligence negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability. 8.5 The Service Provider shall ensure that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 for the duration of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods agreement it has in place suitable and Services Xxx 0000;valid professional indemnity insurance. (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may 8.6 The Service Provider shall not be limited liable for any loss or excludeddamage suffered by the give n by the Service Provider. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier 8.7 The Customer shall indemnify and keep the Authority indemnified in full from and Service Provider against all claims, proceedings, actions, damagesliabilities, costs, expenses expenses, damages and losses (including but not limited to any other liabilities which may arise direct, indirect 8.7.1 ormance or non -performance of this agreement; 8.7.2 any claim made against the Service Provider by a third party arising out of or in connection with the provision of the services in cases where the claim is attributable to the acts or omissions of the Customer or its employees; 8.7.3 any claim made against the Service Provider as a result of the Customer permitting the Service Provider with access to the Personal Data of the Provider has complied wi th Data Protection Law and the terms of this agreement when processing such personal data; 8.7.4 any claim made against the Service Provider or any sums awarded by a court against the Service Provider as a result of or in connection with any claim brought agains t the Service Provider for infringement of any third party's rights (including any Intellectual Property Rights) arising out of, or in consequence ofconnection with, the supply, receipt or late or purported supply, use of the Services or the performance or non- performance Customer Materials by the Supplier of its obligations under Service Provider; 8.7.5 any claim made against the Contract or the presence of the Supplier or any Staff on the PremisesService Provider by a third party for death, including in respect of any death or personal injury, loss of injury or damage to property, financial loss property arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission out of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000)services, to the extent that the death, personal injury or damage to property is attributable to the acts or omissions of the Customer, its employees, agents or subcontractors; and (b) except as set out in Clause 9.1.1 (a) 8.7.6 any claim arising from loss or damage to any equipment belonging to the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable Service Provider caused by the Authority C ustomer or its agents or employees. 8.8 Neither party shall be liable to the Supplier other or be deemed to be in breach o f the year agreement by reason of any delay in which the liability arises.performing, or any failure to perform, any of that p p

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) for:- death or personal injury caused by its negligence or that of its Staff; or (b) or fraud or fraudulent misrepresentation by it or its Staff; (c) ; any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 Act 1979 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) Act 1982; any claim under Clause 9.323; or (e) or any claim under the indemnity in Clause 17.1.10 or in respect of any breach of Clause 7.316.1.23, or any other matter mater which, by Law, may not be limited or excluded. 9.1.2 . Subject to Clause 9.1.3 21.1.4 and Clause 9.1.421.1.5, the Supplier Service Provider shall indemnify and keep the Authority Customer indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier Service Provider of its obligations under the Contract or the presence of the Supplier Service Provider or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierService Provider, or any other loss which is caused directly or indirectly by any act or omission of the SupplierService Provider. The Supplier Service Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority Customer or by breach by the Authority Customer of its obligations under the Contract. 9.1.3 . Subject to Clause 9.1.1 21.1.2 and Clause 9.1.421.1.5, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) limits:- the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand [[insert figure in words] pounds sterling (£100,000insert figure)]; and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 7.1.1 Nothing in this the Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; ornegligence; (b) fraud Fraud or fraudulent misrepresentation by it or its Staffmisrepresentation; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 Act 1979 or Section 2 of the Supply of Goods and Services Xxx 0000Act 1982; (d) any claim under Clause 9.3; or3.2.6 or Clause 7.2; (e) any claim under the indemnity in respect of Clause 5.7.10; or (f) any breach of claim under Clause 7.3, 5.1 or any other matter which, by Law, may not be limited or excluded.Clause 5.1A. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier 7.1.2 The Provider shall indemnify and keep indemnified the Authority indemnified Council in full from and against all claims, proceedings, actions, damages, costslosses, expenses costs (including all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier Provider of its obligations under the Contract or the presence of the Supplier Provider or any Staff on the PremisesPremises (if relevant), including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierProvider, or the enforcement of the Contract, or any other loss which is caused directly or indirectly by any act or omission of the SupplierProvider. The Supplier Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority Council or by breach by the Authority Council of its obligations under the Contract. 9.1.3 7.1.3 Subject to Clause 9.1.1 and Clause 9.1.47.1.1, the liability of in no event shall either Party for Defaults shall be subject liable to the following financial limits:-other for any:- (a) the aggregate liability loss of either Party for all Defaults resulting in direct profits; (b) loss of business; (c) loss of revenue; (d) loss of or damage to goodwill; (e) loss of savings (whether anticipated or otherwise); and/or (f) any indirect or consequential loss or damage. 7.1.4 The Council may, amongst other things, recover as a direct loss:- (a) any additional operational and/or administrative expenses arising from the property of Provider's Default; (b) any wasted expenditure or charges rendered unnecessary and/or incurred by the other under or in connection with Council arising from the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000)Provider's Default; and (bc) except the additional cost of procuring replacement services for the remainder of the Contract Period following termination of the Contract as set a result of a Default by the Provider. 7.1.5 Nothing in the Contract shall impose any liability on the Council in respect of any liability incurred by the Provider to any other person, but this shall not be taken to exclude or limit any liability of the Council to the Provider that may arise by virtue of either a breach of the Contract or by negligence on the part of the Council, or the Council's employees, servants or agents. 7.1.6 The Provider shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Provider, arising out of the Provider's performance of its obligations under the Contract, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in Clause 9.1.1respect of any financial loss arising from any advice given or omitted to be given by the Provider. Such insurance shall be maintained for the duration of the Contract Period and for a minimum of 12 (twelve) years following the expiration or earlier termination of the Contract. 7.1.7 The Provider shall during the Contract Period have in force the following policies of insurance from an insurer of good repute (a) employer's liability insurance for a sum not less than £10 million in respect of any one incident; (b) public liability insurance for a sum not less than £10 million in respect of any one incident; and (c) (if required by the annual aggregate liability nature of the Services) professional indemnity insurance for a sum not less than £2 million in respect of any one incident; and (d) Appropriate and adequate Vehicle and passenger cover 7.1.8 Any excess or deductibles under such insurance (referred to in clause 7.1.7) shall be the Contract sole and exclusive responsibility of either Party the Provider. 7.1.9 The Provider shall give the Council, on request, copies of all insurance policies referred to in this clause or a broker's verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. 7.1.10 If, for all Defaults shall in no event exceed whatever reason, the lesser of two hundred thousand pounds sterling (£200,000) or one hundred Provider fails to give effect to and fifty per cent (150%) maintain the insurances required by the provisions of the Contract Price payable the Council may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Provider. 7.1.11 The provisions of any insurance or the amount of cover shall not relieve the Provider of any liabilities under the Contract. It shall be the responsibility of the Provider to determine the amount of insurance cover that will be adequate to enable the Provider to satisfy any liability referred to in Clause 7.1.2. 7.1.12 The Provider shall give immediate notice to the Council in the event of any accident or damage likely to form the subject of a claim against it and shall provide all information and assistance that the Council may require. The Provider shall not negotiate, pay, settle, admit or repudiate any claim without the Council’s written consent, and shall permit the Council’s insurers to take proceedings in the name of the Provider to recover compensation or secure any indemnity from any third party in respect of any of the matters covered by the Authority to the Supplier in the year in which the liability arisesCouncil’s insurance.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) for:- death or personal injury caused by its negligence or that of its Staff; or (b) or fraud or fraudulent misrepresentation by it or its Staff; (c) ; any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) ; any claim under Clause 9.353; or (e) or any claim under the indemnity in Clause 38.10 or in respect of any breach of Clause 7.334, or any other matter mater which, by Law, may not be limited or excluded. 9.1.2 . Subject to Clause 9.1.3 50.4 and Clause 9.1.450.5, the Supplier SERVICE PROVIDER shall indemnify and keep the Authority CLIENT indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier SERVICE PROVIDER of its obligations under the Contract or the presence of the Supplier SERVICE PROVIDER or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierSERVICE PROVIDER, or any other loss which is caused directly or indirectly by any act or omission of the SupplierSERVICE PROVIDER. The Supplier SERVICE PROVIDER shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority CLIENT or by breach by the Authority CLIENT of its obligations under the Contract. 9.1.3 . Subject to Clause 9.1.1 50.2 and Clause 9.1.450.5, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) limits:- the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand five million pounds sterling (£100,0005,000,000); and (b) and except as set out in Clause 9.1.1 (a) 50.2.1, the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand million pounds sterling (£200,0002,000,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority CLIENT to the Supplier SERVICE PROVIDER in the year in which the liability arises. Subject to Clause 50.2, in no event shall either Party be liable to the other for any:- loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; and/or  loss of savings (whether anticipated or otherwise); and/or any indirect or consequential loss or damage. The CLIENT may, amongst other things, recover as a direct loss:- any additional operational and/or administrative expenses arising from the SERVICE PROVIDER'S Default; any wasted expenditure or charges rendered unnecessary and/or incurred by the CLIENT arising from the SERVICE PROVIDER'S Default; and the additional cost of procuring replacement services for the remainder of the Contract Period following termination of the Contract as a result of a Default by the SERVICE PROVIDER. Nothing in this Contract shall impose any liability on the CLIENT in respect of any liability incurred by the SERVICE PROVIDER to any other person, but this shall not be taken to exclude or limit any liability of the CLIENT to the SERVICE PROVIDER that may arise by virtue of either a breach of the Contract or by negligence on the part of the CLIENT, or the CLIENT'S employees, servants or agents. The SERVICE PROVIDER shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the SERVICE PROVIDER, arising out of the SERVICE PROVIDER’S performance of its obligations under the Contract, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the SERVICE PROVIDER. Such insurance shall be maintained for the duration of the Contract Period and for a minimum of six (6) years following the expiration or earlier termination of the Contract. The SERVICE PROVIDER shall hold employer’s liability insurance in respect of Staff in accordance with any legal requirement from time to time in force. The SERVICE PROVIDER shall give the CLIENT, on request, copies of all insurance policies referred to in this Clause or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. If, for whatever reason, the SERVICE PROVIDER fails to give effect to and maintain the insurances required by the provisions of the Contract the CLIENT may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the SERVICE PROVIDER. The provisions of any insurance or the amount of cover shall not relieve the SERVICE PROVIDER of any liabilities under the Contract. It shall be the responsibility of the SERVICE PROVIDER to determine the amount of insurance cover that will be adequate to enable the SERVICE PROVIDER to satisfy any liability referred to in Clause 50.3.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 9.1 Ten is not responsible for the actions or omissions of any Member and Ten shall have no liability for any loss, liability or cost incurred by the Supplier (howsoever caused) as a result or any act or omission by the Member. 9.2 Ten shall have no liability to the Supplier or to the Member in respect of the Offer provided by the Supplier to the Member. 9.3 In no event and under no circumstances shall Ten be liable for any (i) loss of profits, opportunity, contracts or goodwill (in each case whether arising in the normal course of events and/or the possibility of such loss was known to Ten); or (ii) indirect, special or consequential loss, suffered or incurred by the Supplier. 9.4 Nothing in this Contract Agreement shall be construed to exclude or limit or exclude either Party's ’s liability for:-for: (a) death or personal injury caused by its negligence negligence; or that of its Staff; or (b) fraud any loss suffered by the Supplier as a result of its reliance on any fraudulent misrepresentation; or fraudulent misrepresentation by it or its Staff; (c) any liability which cannot be excluded or limited under applicable law. 9.5 The Supplier agrees to indemnify Ten in full against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) suffered or incurred by Ten as a result of or in connection with: (a) a breach of any obligations implied by Section 12 of the Sale terms of Goods Xxx 0000 this Agreement; (b) the supply (or Section 2 failure or delay in supply) of Offer to the Supply of Goods and Services Xxx 0000; Member; (dc) any claim under Clause 9.3; or (e) any claim the Supplier not undertaking appropriate checks in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified Employee in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection accordance with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000)clause 4.1; and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) for:- death or personal injury caused by its negligence or that of its Staff; or (b) or fraud or fraudulent misrepresentation by it or its Staff; (c) ; any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) ; any claim under Clause 9.3; or (e) or any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 . Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 . Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) limits:- the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand million pounds sterling (£100,0001,000,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) for:- death or personal injury caused by its negligence or that of its Staff; or (b) or fraud or fraudulent misrepresentation by it or its Staff; (c) ; any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 Act 1979 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) Act 1982; any claim under Clause 9.38.3; or (e) or any claim in respect of any breach of Clause 7.36.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 . Subject to Clause 9.1.3 8.1.3 and Clause 9.1.48.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 . Subject to Clause 9.1.1 8.1.1 and Clause 9.1.48.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) limits:- the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing 9.1 Notwithstanding any other provision in this Contract shall be construed the Contract, neither Party excludes or limits liability to limit or exclude either Party's liability for:-the other Party for: (a) death or personal injury caused by its negligence or that of its Staff; ornegligence; (b) fraud Fraud or fraudulent misrepresentation by it or its Staff;misrepresentation; or (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may liability which cannot be excluded or limited or excludedunder English law. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the 9.2 The Supplier shall indemnify and keep indemnified the Authority indemnified in full from and against all claims, proceedings, demands, actions, damages, costs, breach of statutory duty, expenses and any other liabilities which may arise out ofin tort (including negligence) default or breach of the Contract to the extent that any such loss or claim is due to the breach of contract, negligence, wilful default or Fraud of itself or of Staff or Sub-contractors save to the extent that the same is directly caused by the negligence, breach of the Contract or applicable law by the Authority. 9.3 The Supplier shall not exclude liability for additional operational, administrative costs and/or expenses or wasted expenditure resulting from the direct Default of the Supplier. 9.4 Subject to Clause 9.1: (a) neither Party is liable to the other for any: (i) loss of profits, business, revenue or goodwill; (ii) loss of savings (whether anticipated or otherwise); and/or (iii) indirect or consequential loss or damage (b) each Party’s total aggregate liability in respect of all claims, losses damages, whether arising from tort (including negligence), breach of contract or otherwise under or in consequence ofconnection with the Contract, shall not exceed £1,000,000 (one million pounds) or 10x the supply, or late or purported supply, value of the Services Contract whichever is the lower amount. 9.5 The Supplier shall, with effect from the Commencement Date and for such period as necessary to enable the Supplier to comply with its obligations under the Contract, take out and maintain with a reputable insurance company a policy or the performance or non- performance policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Supplier Supplier, arising out of the Supplier’s performance of its obligations under the Contract or the presence of the Supplier or any Staff on the PremisesContract, including in respect of any employer’s liability, death or personal injury, loss of or damage to propertyproperty or any other loss, including financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission . Such insurance shall be maintained for the Contract Term and for a minimum of 6 years following the end of the Contract. 9.6 The Supplier shall give the Authority, on request, copies of all insurance policies referred to in this Clause or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. 9.7 If the Supplier fails to comply with Clauses 9.5 and 9.6 the Authority may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Supplier. . 9.8 The provisions of any insurance or the amount of cover shall not relieve the Supplier of any liabilities under the Contract. 9.9 The Supplier shall not be responsible for take any injuryaction or fail to take any reasonable action, loss, damage, cost or expense if and (to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of reasonably within its obligations under the Contract. 9.1.3 Subject power) permit anything to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject occur in relation to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage Supplier, which would entitle any insurer to the property of the other refuse to pay any claim under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year any insurance policy in which the liability arisesSupplier is an insured, a co-insured or additional insured person.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) for:- death or personal injury caused by its negligence or that of its Staff; or (b) or fraud or fraudulent misrepresentation by it or its Staff; (c) ; any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 Act 1979 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) Act 1982; any claim under Clause 9.312.4; or (e) or any claim under the indemnity in Clause 10.7.10 or in respect of any breach of Clause 7.310.3, or any other matter mater which, by Law, may not be limited or excluded. 9.1.2 . Subject to Clause 9.1.3 12.1.3 and Clause 9.1.412.1.4, the Supplier Provider shall indemnify and keep the Authority Customer indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Goods and Services or the performance or non- non-performance by the Supplier Provider of its obligations under the Contract or the presence of the Supplier Provider or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierProvider, or any other loss which is caused directly or indirectly by any act or omission of the SupplierProvider. The Supplier Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority Customer or by breach by the Authority Customer of its obligations under the Contract. 9.1.3 . Subject to Clause 9.1.1 12.1.1 and Clause 9.1.412.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) limits:- the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand [[insert figure in words] pounds sterling (£100,000insert figure)]; and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) for:- death or personal injury caused by its negligence or that of its Staff; or (b) or fraud or fraudulent misrepresentation by it or its Staff; (c) ; any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 Act 1979 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) Act 1982; any claim under Clause 9.318.1.20; or (e) or any claim under the indemnity in Clause 14.1.59 or in respect of any breach of Clause 7.314.1.23, or any other matter mater which, by Law, may not be limited or excluded. 9.1.2 . Subject to Clause 9.1.3 18.1.7 and Clause 9.1.418.1.8, the Supplier Service Provider shall indemnify and keep the Authority Client indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier Service Provider of its obligations under the Contract or the presence of the Supplier Service Provider or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierService Provider, or any other loss which is caused directly or indirectly by any act or omission of the SupplierService Provider. The Supplier Service Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority Client or by breach by the Authority Client of its obligations under the Contract. 9.1.3 . Subject to Clause 9.1.1 18.1.5 and Clause 9.1.418.1.8, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) limits:- the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand five million pounds sterling (£100,0005,000,000); and (b) and except as set out in Clause 9.1.1 (a) 18.1.5(a), the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand [insert figure in words pounds sterling (£200,000insert figure) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority Client to the Supplier Service Provider in the year in which the liability arises. Subject to Clause 18.1.5, in no event shall either Party be liable to the other for any:- loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; and/or  loss of savings (whether anticipated or otherwise); and/or any indirect or consequential loss or damage. The Client may, amongst other things, recover as a direct loss:- any additional operational and/or administrative expenses arising from the Service Provider's Default; any wasted expenditure or charges rendered unnecessary and/or incurred by the Client arising from the Service Provider's Default; and the additional cost of procuring replacement services for the remainder of the Contract Period following termination of the Contract as a result of a Default by the Service Provider. Nothing in this Contract shall impose any liability on the Client in respect of any liability incurred by the Service Provider to any other person, but this shall not be taken to exclude or limit any liability of the Client to the Service Provider that may arise by virtue of either a breach of the Contract or by negligence on the part of the Client, or the Client's employees, servants or agents. The Service Provider shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Service Provider, arising out of the Service Provider’s performance of its obligations under the Contract, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Service Provider. Such insurance shall be maintained for the duration of the Contract Period and for a minimum of six (6) years following the expiration or earlier termination of the Contract. The Service Provider shall hold employer’s liability insurance in respect of Staff in accordance with any legal requirement from time to time in force. The Service Provider shall give the Client, on request, copies of all insurance policies referred to in this clause or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. If, for whatever reason, the Service Provider fails to give effect to and maintain the insurances required by the provisions of the Contract the Client may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Service Provider. The provisions of any insurance or the amount of cover shall not relieve the Service Provider of any liabilities under the Contract. It shall be the responsibility of the Service Provider to determine the amount of insurance cover that will be adequate to enable the Service Provider to satisfy any liability referred to in Clause 18.1.6.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract ‌ 10.1 Subject to paragraph 10.2, and save (i) where any provision of the Framework Agreement provides for an indemnity and (ii) liabilities set out at Clause 12.7 of the Service Terms, the Parties acknowledge and agree that neither Party nor any of its officers, employees or agents shall be construed liable to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial Party for loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission breach of the Supplier. The Supplier shall not be responsible Framework Agreement (including breaches under the Service Terms) other than for any injury, loss, damage, cost or expense if loss directly resulting from such breach and to which at the extent that it is caused by the negligence or wilful misconduct date of formation of the Authority or by Framework Agreement was reasonably foreseeable as not unlikely to occur in the ordinary course of events from such breach by the Authority of its obligations under the Contract.in respect of: 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or 10.1.1 physical damage to the property of the other Party, its officers, employees or agents; and/or 10.1.2 any liability arising under paragraph 5.3; and/or 10.1.3 the liability of such other Party to any other person for loss in respect of physical damage to the property of any person subject, for the avoidance of doubt, to the requirement that the 10.2 Nothing in this Framework Agreement shall exclude or limit the liability of either Party for death or personal injury resulting from the negligence of that Party or any of its officers, employees or agents, and each Party shall indemnify and keep indemnified the other Party, its officers, employees and agents from and against all such and any loss or liability which such other Party may suffer or incur by reason of any claim on account of death or personal injury resulting from the negligence of that Party or its officers, employees or agents. 10.3 Subject to paragraph 10.2, and save where any provision of the Framework Agreement provides for an indemnity or otherwise, neither Party nor any of its officers, employees or agents shall in any circumstances whatsoever be liable to the other Party for: 10.3.1 any loss of profit, loss of revenue, loss of use, loss of data, loss of contract or loss of goodwill; or 10.3.2 any indirect or consequential loss; or 10.3.3 loss resulting from the liability of the other Party to any other person howsoever and whensoever arising save as provided in paragraphs 10.1.3 and 10.2. 10.4 The Provider shall procure (and on request provide evidence to the Company of) appropriate insurances as required by law and necessary for the safe and efficient performance of the Framework Agreement to cover the liabilities set out in paragraph 10, with a reputable insurance company. 10.5 If the Provider appoints a sub-contractor in connection with the Contract provision of the Flexibility Services, the Provider shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as ensure that the sub-contractor maintains appropriate insurance to the extent set out in Clause 9.1.1paragraph 10.. (a) the annual aggregate liability 10.6 The Provider’s liabilities under the Contract of either Party for all Defaults Framework Agreement shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) not be deemed to be released or one hundred and fifty per cent (150%) of the Contract Price payable limited by the Authority Provider taking out the insurance policies referred to the Supplier in the year in which the liability arisesparagraph 10.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.39.2; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 48.1 Nothing in this the Contract shall be construed to limit or exclude either Party's liability for:-for: (a) death or personal injury caused by its negligence or that of its Staff; ornegligence; (b) fraud breach of statutory duty (including breach of Data Protection Legislation) (c) Fraud or fraudulent misrepresentation by it or its Staffmisrepresentation; (cd) any breach of any obligations implied by Section section 12 of the Sale of Goods Xxx 0000 Act 1979 or Section section 2 of the Supply of Goods and Services Xxx 0000Act 1982; (d) any claim under Clause 9.3; or (e) any claim under clause 32.7; (f) any claim under clause 50; or (g) any claim under the indemnity in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excludedclause 23.7. 9.1.2 48.2 Subject to Clause 9.1.3 clause 48.4 and Clause 9.1.4clause 48.5, the Supplier shall indemnify and keep indemnified the Authority indemnified Customer in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, : (a) the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier of its obligations under the Contract or Contract; (b) the presence of the Supplier or any Staff on the Customer Premises, including in respect of any death or personal injury, loss of or damage to property, ; (c) financial loss arising from any advice given or omitted to be given by the Supplier, or ; (d) any other loss which is caused directly or indirectly by any act or omission of the Supplier. ; (e) any alleged or actual infringement, whether or not under English law, of any third party's Intellectual Property Rights or other rights arising out of the use or supply of the products of the Services (including the Software and Deliverables); (f) any claim made against the Customer in respect of any liability, loss, damage, injury, cost or expense sustained by the Customer's employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of the Services, Software or the Deliverables as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of this agreement by the Supplier; or (g) any breach by the Supplier of its obligations under this agreement, which causes the Customer to breach any Cybersecurity Requirements. 48.3 The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority Customer or by breach by the Authority Customer of its obligations under the Contract. 9.1.3 48.4 Subject always to Clause 9.1.1 clause 48.1 and Clause 9.1.4clause 48.5, the liability of either Party for Defaults shall be subject to the following financial limits:-limits: (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000)[AMOUNT]; and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser greater of two hundred thousand pounds sterling (£200,000) [AMOUNT] or one hundred and fifty per cent (150%) [PERCENTAGE]% of the Contract Price payable by the Authority Customer to the Supplier in the year Contract Year in which the liability arises. 48.5 Subject to clause 48.1, in no event shall either Party be liable to the other for any: (a) loss of profits; (b) loss of business; (c) loss of revenue; (d) loss of or damage to goodwill; (e) loss of savings (whether anticipated or otherwise); or (f) any indirect or consequential loss or damage. 48.6 The Customer may, among other things, recover as a direct loss: (a) any additional operational and/or administrative expenses arising from the Supplier's Default; (b) any wasted expenditure or charges rendered unnecessary and/or incurred by the Customer arising from the Supplier's Default; and (c) the additional cost of any replacement services for the remainder of the Contract Period following termination of the Contract as a result of a Default by the Supplier. 48.7 Nothing in the Contract shall impose any liability on the Customer in respect of any liability incurred by the Supplier to any other person, but this shall not be taken to exclude or limit any liability of the Customer to the Supplier that may arise by virtue of either a breach of the Contract or by negligence on the part of the Customer, or the Customer's employees, servants or agents.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 7.1.1 Nothing in this the Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; ornegligence; (b) fraud Fraud or fraudulent misrepresentation by it or its Staffmisrepresentation; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.37.3; or (e) any claim under the indemnity in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded5.7.10. 9.1.2 7.1.2 Subject to Clause 9.1.3 7.1.3 and Clause 9.1.4, 7.1.4 the Supplier Provider shall indemnify and keep indemnified the Authority indemnified Council in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier Provider of its obligations under the Contract or the presence of the Supplier Provider or any Staff on the PremisesProperty, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierProvider, or any other loss which is caused directly or indirectly by any act or omission of the SupplierProvider. The Supplier Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority Council or by breach by the Authority Council of its obligations under the Contract. 9.1.3 7.1.3 Subject always to Clause 9.1.1 7.1.1 and Clause 9.1.47.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty 200% per cent (150%) of the Contract Price Provider Fee payable by the Authority Council to the Supplier Provider in the year in which the liability arises. 7.1.4 Subject to Clause 7.1.1, in no event shall either Party be liable to the other for any:- (a) loss of profits; (b) loss of business; (c) loss of revenue; (d) loss of or damage to goodwill; (e) loss of savings (whether anticipated or otherwise); and/or (f) any indirect or consequential loss or damage. 7.1.5 The Council may, amongst other things, recover as a direct loss:- (a) any additional operational and/or administrative expenses arising from the Provider's Default; (b) any wasted expenditure or charges rendered unnecessary and/or incurred by the Council arising from the Provider's Default; and (c) the additional cost of procuring replacement services for the remainder of the Contract Period following termination of the Contract as a result of a Default by the Provider. 7.1.6 Nothing in the Contract shall impose any liability on the Council in respect of any liability incurred by the Provider to any other person, but this shall not be taken to exclude or limit any liability of the Council to the Provider that may arise by virtue of either a breach of the Contract or by negligence on the part of the Council, or the Council's employees, servants or agents. 7.1.7 The Provider shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Provider, arising out of the Provider's performance of its obligations under the Contract, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Provider. Such insurance shall be maintained for the duration of the Contract Period and for a minimum of 6 (six) years following the expiration or earlier termination of the Contract. 7.1.8 The Provider shall hold employer's liability insurance in respect of Staff in accordance with any legal requirement from time to time in force. 7.1.9 The Provider shall give the Council, on request, copies of all insurance policies referred to in this clause or a broker's verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. 7.1.10 If, for whatever reason, the Provider fails to give effect to and maintain the insurances required by the provisions of the Contract the Council may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Provider. 7.1.11 The provisions of any insurance or the amount of cover shall not relieve the Provider of any liabilities under the Contract. It shall be the responsibility of the Provider to determine the amount of insurance cover that will be adequate to enable the Provider to satisfy any liability referred to in Clause 7.1.2.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) for:- death or personal injury caused by its negligence or that of its Staff; or (b) or fraud or fraudulent misrepresentation by it or its Staff; (c) ; any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) ; any claim under Clause 9.323; or (e) or any claim under the indemnity in Clause 17.1.10 or in respect of any breach of Clause 7.316.1.23, or any other matter mater which, by Law, may not be limited or excluded. 9.1.2 . Subject to Clause 9.1.3 21.1.4 and Clause 9.1.421.1.5, the Supplier Service Provider shall indemnify and keep the Authority Customer indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier Service Provider of its obligations under the Contract or the presence of the Supplier Service Provider or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierService Provider, or any other loss which is caused directly or indirectly by any act or omission of the SupplierService Provider. The Supplier Service Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority Customer or by breach by the Authority Customer of its obligations under the Contract. 9.1.3 . Subject to Clause 9.1.1 21.1.2 and Clause 9.1.421.1.5, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) limits:- the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand [[insert figure in words] pounds sterling (£100,000insert figure)]; and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed 12.1 Neither Party excludes or limits liability to limit or exclude either Party's liability for:-the other Party for: (a) death or personal injury caused by its negligence or that of its Staffnegligence; or (b) fraud or fraudulent misrepresentation by it or its Staff;Fraud; or (c) fraudulent misrepresentation; or (d) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excludedAct 1982. 9.1.2 12.2 Subject to Clause 9.1.3 Conditions 12.3 and Clause 9.1.412.4, the Supplier Contractor shall indemnify the Council and keep the Authority Council indemnified in full from and fully against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or the late or purported supply, of the Services or the performance or non- non-performance by the Supplier Contractor of its obligations under the Contract or the presence of the Supplier Contractor or any Staff the Contractor’s Personnel on the PremisesLocations, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierContractor, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. Contractor. 12.3 The Supplier Contractor shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful willful misconduct or any act or omission of the Authority Council or by breach by the Authority Council of its obligations under the Contract. 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the . The Contractor's total liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability Council in respect of either Party for all Defaults resulting in direct loss of or damage to the property of the other losses arising under or in connection with the Contract Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no event circumstances exceed one hundred thousand pounds sterling 125% of the Contract Price. 12.4 Neither party shall be liable to the other party for any: (£100,000); anda) loss of profits; (b) except loss of business; (c) loss of revenue save for any parking revenues lost due to a failure of the Supplier to provide the Services such parking revenues being recoverable; (d) loss of or damage to goodwill; (e) loss of savings (whether anticipated or otherwise); and/or (f) any indirect, special or consequential loss or damage. 12.5 The Contractor shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Contractor, arising out of the Contractor’s performance of its obligations under the Contract, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Contractor. Such insurance shall be maintained for the duration of the Contract Period and for a minimum of 6 (six) years following the expiration or earlier termination of the Contract. 12.6 Public liability insurance must provide a minimum cover of Ten Million Pounds 10,000,000 for each individual claim. 12.7 The Contractor shall hold employer’s liability insurance in respect of Contractor’s Personnel in accordance with any legal requirement from time to time in force, with a minimum cover of Ten Million Pounds 10,000,000 for each individual claim. 12.8 The Contractor shall effect and maintain appropriate professional indemnity insurance cover during the Contract Period and shall ensure that all agents, professional consultants and sub-contractors involved in the supply of the Services do the same. To comply with its obligations under this Condition 12 and as a minimum, the Contractor shall ensure professional indemnity insurance held by the Contractor and by any agent, sub-contractor or consultant involved in the supply of the Services has a limit of indemnity of not less than 2,000,000 for each individual claim. Such insurance shall be maintained for a minimum of 6 (six) years following the expiration or earlier termination of the Contract. 12.9 The Contractor shall give the Council, on request, copies of all insurance policies referred to in this Condition 12 or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. 12.10 If, for whatever reason, the Contractor fails to give effect to and maintain the insurances required by the provisions of the Contract the Council may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Contractor. 12.11 The provisions of any insurance or the amount of cover shall not relieve the Contractor of any liabilities under the Contract. It shall be the responsibility of the Contractor to determine the amount of insurance cover that will be adequate to enable the Contractor to satisfy any liability referred to in this Condition 12, subject to the minimum requirements of the Council as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arisesabove.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed Neither Party excludes or limits liability to limit or exclude either Party's liability for:- (a) the other Party for: death or personal injury caused by its negligence negligence; or that of its Stafffraud; or (b) fraud or fraudulent misrepresentation by it misrepresentation; or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 . Subject to Clause clauses 9.1.3 and Clause 9.1.4, the Supplier Contractor shall indemnify the Institute and keep the Authority Institute indemnified in full from and fully against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or the late or purported supply, of the Services or the performance or non- non-performance by the Supplier Contractor of its obligations under the Contract Agreement or the presence of the Supplier Contractor or any Staff staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierContractor, or any other loss which is caused directly or indirectly by any act or omission of the SupplierContractor. The Supplier Contractor shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority Institute or by breach by the Authority Institute of its obligations under the Contract. 9.1.3 Agreement. Subject always to Clause 9.1.1 and Clause 9.1.4clause 9.1.1, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) limits: the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract Agreement shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 125% of the fees payable by the Institute to the Contractor. Subject always to clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall , in no event exceed shall either Party be liable to the lesser other for any: loss of two hundred thousand pounds sterling profits, business, revenue or goodwill; and/or loss of savings (£200,000) whether anticipated or one hundred and fifty per cent (150%) otherwise); and/or indirect or consequential loss or damage. The Contractor shall not exclude liability for additional operational, administrative costs and/or expenses or wasted expenditure resulting from the direct Default of the Contract Price payable Contractor. The Contractor shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Authority Contractor, arising out of the Contractor’s performance of its obligations under the Agreement, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Supplier Contractor. Such insurance shall be maintained for the duration of the Agreement Period and for a minimum of 6 (six) years following the expiration or earlier termination of the Agreement. The Contractor shall hold employer’s liability insurance in respect of staff in accordance with any legal requirement from time to time in force. The Contractor shall give the year Institute, on request, copies of all insurance policies referred to in which this clause or a broker’s verification of insurance to demonstrate that the liability arisesappropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. If, for whatever reason, the Contractor fails to give effect to and maintain the insurances required by the provisions of the Agreement the Institute may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Contractor.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract 10.1 Subject to paragraph Error! Reference source not found., and save where any provision of the Agreement provides for an indemnity, the Parties acknowledge and agree that neither Party nor any of its officers, employees or agents shall be construed liable to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial Party for loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission breach of the Supplier. The Supplier shall not be responsible Agreement other than for any injury, loss, damage, cost or expense if loss directly resulting from such breach and to which at the extent that it is caused by the negligence or wilful misconduct date of formation of the Authority or by Agreement was reasonably foreseeable as not unlikely to occur in the ordinary course of events from such breach by the Authority of its obligations under the Contract.in respect of: 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or 10.1.1 physical damage to the property of the other Party, its officers, employees or agents; and/or 10.1.2 any liability arising under or paragraph 7.9; and/or 10.1.3 the liability of such other Party to any other person for loss in respect of physical damage to the property of any person subject, for the avoidance of doubt, to the requirement that the amount of such liability claimed by such other Party should be mitigated in accordance with general law, and provided further that the liability of any Party in respect of all claims for the losses referred to in this paragraph Error! Reference source not found. shall not exceed (i) the Transmission Limit where such claims are in connection with with, or relate to, DER connected to the Contract shall in no event exceed one hundred thousand pounds sterling Transmission System and (£100,000); and (b) except as set out in Clause 9.1.1 (aii) the annual aggregate Distribution Limit where such claims are in connection with, or relate to DER connected to the Distribution System, in each case per incident or series of related incidents. 10.2 Nothing in this Agreement shall exclude or limit the liability under the Contract of either Party for death or personal injury resulting from the negligence of that Party or any of its officers, employees or agents, and each Party shall indemnify and keep indemnified the other Party, its officers, employees and agents from and against all Defaults shall in no event exceed such and any loss or liability which such other Party may suffer or incur by reason of any claim on account of death or personal injury resulting from the lesser negligence of two hundred thousand pounds sterling (£200,000) that Party or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arisesits officers, employees or agents.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 7.1.1 Nothing in this the Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; ornegligence; (b) fraud Fraud or fraudulent misrepresentation by it or its Staffmisrepresentation; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 7.1.2 Subject to Clause 9.1.3 7.1.3 and Clause 9.1.4, 7.1.4 the Supplier Provider shall indemnify and keep indemnified the Authority indemnified Council in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier Provider of its obligations under the Contract or the presence of the Supplier Provider or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierProvider, or any other loss which is caused directly or indirectly by any act or omission of the SupplierProvider. The Supplier Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority Council or by breach by the Authority Council of its obligations under the Contract. 9.1.3 7.1.3 Subject to Clause 9.1.1 and Clause 9.1.47.1.1, the liability of in no event shall either Party for Defaults shall be subject liable to the following financial limits:-other for any:- (a) the aggregate liability loss of either Party for all Defaults resulting in direct profits; (b) loss of business; (c) loss of revenue; (d) loss of or damage to goodwill; (e) loss of savings (whether anticipated or otherwise); and/or (f) any indirect or consequential loss or damage. 7.1.4 The Council may, amongst other things, recover as a direct loss:- (a) any additional operational and/or administrative expenses arising from the property of Provider's Default; (b) any wasted expenditure or charges rendered unnecessary and/or incurred by the other under or in connection with Council arising from the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000)Provider's Default; and (bc) except the additional cost of procuring replacement services for the remainder of the Contract Period following termination of the Contract as set out a result of a Default by the Provider. 7.1.5 Nothing in Clause 9.1.1the Contract shall impose any liability on the Council in respect of any liability incurred by the Provider to any other person, but this shall not be taken to exclude or limit any liability of the Council to the Provider that may arise by virtue of either a breach of the Contract or by negligence on the part of the Council, or the Council's employees, servants or agents. 7.1.6 The Provider shall effect and maintain the following insurances for the duration of the Contract Period and for a minimum of 6 (six) years following the expiration or earlier termination of the Contract: (a) public liability insurance adequate to cover all risks in the annual aggregate performance of the Contract from time to time and at a minimum of (five million pounds) £5,000,000 in relation to any one claim or series of claim; (b) employers' liability insurance with a minimum limit of indemnity as required by law from time to time and at a minimum of (five million pounds) £5,000,000 in relation to any one claim or series of claim; (c) product liability insurance with a limit of indemnity of not less than (five million pounds) £5,000,000 in relation to any one claim or series of claim; (d) professional indemnity insurance with a limit of indemnity of not less than (one million pounds) £1,000,000 in relation to any one claim or series of claim; (e) [Buildings Insurance to the value appropriate to cover the reinstatement value of all Accommodation used in delivery of the Services]; (f) Business Interruption Insurance to the extent if not already covered in 7.1.6 (e) above, to enable the Provider to provider alternative Accommodation premises to ensure continued delivery of the Services; and (g) Cyber Risk Insurance – to the level that is required to cover the Provider against any risks of Cyber risks under the Contract in terms of either Party any Personal Data held unless already covered under an alternative insurance cover held by the Provider. 7.1.7 The Provider shall give the Council, on request, copies of all insurance policies referred to in this clause or a broker's verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. 7.1.8 If, for all Defaults shall in no event exceed whatever reason, the lesser of two hundred thousand pounds sterling (£200,000) or one hundred Provider fails to give effect to and fifty per cent (150%) maintain the insurances required by the provisions of the Contract Price payable by the Authority Council may make alternative arrangements to protect its interests and may recover the Supplier costs of such arrangements from the Provider. 7.1.9 The provisions of any insurance or the amount of cover shall not relieve the Provider of any liabilities under the Contract. It shall be the responsibility of the Provider to determine the amount of insurance cover that will be adequate to enable the Provider to satisfy any liability referred to in the year in which the liability arisesClause 7.1.2.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract ‌ 10.1 Subject to paragraph 10.2, and save where any provision of the Agreement provides for an indemnity, the Parties acknowledge and agree that neither Party nor any of its officers, employees or agents shall be construed liable to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial Party for loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission breach of the Supplier. The Supplier shall not be responsible Agreement other than for any injury, loss, damage, cost or expense if loss directly resulting from such breach and to which at the extent that it is caused by the negligence or wilful misconduct date of formation of the Authority or by Agreement was reasonably foreseeable as not unlikely to occur in the ordinary course of events from such breach by the Authority of its obligations under the Contract.in respect of: 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or 10.1.1 physical damage to the property of the other Party, its officers, employees or agents; and/or 10.1.2 any liability arising under paragraph 5.3 and/or 10.1.3 the liability of such other Party to any other person for loss in respect of physical damage to the property of any person subject, for the avoidance of doubt, to the requirement that the 10.2 Nothing in this Agreement shall exclude or limit the liability of either Party for death or personal injury resulting from the negligence of that Party or any of its officers, employees or agents, and each Party shall indemnify and keep indemnified the other Party, its officers, employees and agents from and against all such and any loss or liability which such other Party may suffer or incur by reason of any claim on account of death or personal injury resulting from the negligence of that Party or its off icers, employees or agents. 10.3 Subject to paragraph 10.2, and save where any provision of the Agreement provides for an indemnity or otherwise, neither Party nor any of its officers, employees or agents shall in any circumstances whatsoever be liable to the other Party for: 10.3.1 any loss of profit, loss of revenue, loss of use, loss of data, loss of contract or loss of goodwill; or 10.3.2 any indirect or consequential loss; or 10.3.3 loss resulting from the liability of the other Party to any other person howsoever and whensoever arising save as provided in paragraphs 10.1.3 and 10.2. 10.4 Subject to paragraph 10.2, and save where any provision of the Agreement provides for an indemnity, the liability of any Party in respect of all claims for the losses referred to in paragraph 10.1 shall be subject to an aggregate cap of two million pounds sterling (£2,000,000). 10.5 The Provider shall procure (and on request provide evidence to the Company of) appropriate insurances as required by law and necessary for the safe and efficient performance of the Agreement to cover the liabilities set out in paragraph 10, with a reputable insurance company. 10.6 If the Provider appoints a sub-contractor in connection with the Contract provision of the Flexibility Services, the Provider shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as ensure that the sub-contractor maintains appropriate insurance to the extent set out in Clause 9.1.1paragraph 10. If the Provider acts as an aggregator in connection with the provision of the Flexibility Services to Accessible Sites, it shall, where it is reasonably practicable to do so, ensure that the DER owners and operators for which it acts maintain appropriate insurance to the extent set out in paragraph 10. (a) the annual aggregate liability 10.7 The Provider’s liabilities under the Contract of either Party for all Defaults Agreement shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) not be deemed to be released or one hundred and fifty per cent (150%) of the Contract Price payable limited by the Authority Provider taking out the insurance policies referred to the Supplier in the year in which the liability arisesparagraph10.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract ‌ 10.1 Subject to paragraph 10.2, and save where any provision of the Agreement provides for an indemnity, the Parties acknowledge and agree that neither Party nor any of its officers, employees or agents shall be construed liable to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial Party for loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission breach of the Supplier. The Supplier shall not be responsible Agreement other than for any injury, loss, damage, cost or expense if loss directly resulting from such breach and to which at the extent that it is caused by the negligence or wilful misconduct date of formation of the Authority or by Agreement was reasonably foreseeable as not unlikely to occur in the ordinary course of events from such breach by the Authority of its obligations under the Contract.in respect of: 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or 10.1.1 physical damage to the property of the other Party, its officers, employees or agents; and/or 10.1.2 any liability arising under paragraph 7.9; and/or 10.1.3 the liability of such other Party to any other person for loss in respect of physical damage to the property of any person subject, for the avoidance of doubt, to the requirement that the amount of such liability claimed by such other Party should be mitigated in accordance with general law, 10.2 Nothing in this Agreement shall exclude or limit the liability of either Party for death or personal injury resulting from the negligence of that Party or any of its officers, employees or agents, and each Party shall indemnify and keep indemnified the other Party, its officers, employees and agents from and against all such and any loss or liability which such other Party may suffer or incur by reason of any claim on account of death or personal injury resulting from the negligence of that Party or its officers, employees or agents. 10.3 Subject to paragraph 10.2, and save where any provision of the Agreement provides for an indemnity or otherwise, neither Party nor any of its officers, employees or agents shall in any circumstances whatsoever be liable to the other Party for: 10.3.1 any loss of profit, loss of revenue, loss of use, loss of data, loss of contract or loss of goodwill; or 10.3.2 any indirect or consequential loss; or 10.3.3 loss resulting from the liability of the other Party to any other person howsoever and whensoever arising save as provided in paragraphs 10.1.3 and 10.2. 10.4 The Provider shall procure (and on request provide evidence to the Company of) appropriate insurances as required by law and necessary for the safe and efficient performance of the Agreement to cover the liabilities set out in paragraph 10, with a reputable insurance company. Where reasonably practicable the Provider shall add the Company as a named party on its insurance policies. 10.5 If the Provider appoints a sub-contractor in connection with the Contract provision of the Flexibility Services, the Provider shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as ensure that the sub-contractor maintains appropriate insurance to the extent set out in Clause 9.1.1paragraph 10. If the Provider acts as an aggregator in connection with the provision of the Flexibility Services to Accessible Sites, it shall use reasonable endeavours to ensure that the DER owners and operators for which it acts maintain appropriate insurance to the extent set out in paragraph 10. (a) the annual aggregate liability 10.6 The Provider’s liabilities under the Contract of either Party for all Defaults Agreement shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) not be deemed to be released or one hundred and fifty per cent (150%) of the Contract Price payable limited by the Authority Provider taking out the insurance policies referred to the Supplier in the year in which the liability arisesparagraph 10.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 8.4.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.38.6; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 8.4.2 Subject to Clause 9.1.3 8.4.3 and Clause 9.1.48.4.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract 10.1 Subject to paragraph 10.2, and save where any provision of the Agreement provides for an indemnity, the Parties acknowledge and agree that neither Party nor any of its officers, employees or agents shall be construed liable to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial Party for loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission breach of the Supplier. The Supplier shall not be responsible Agreement other than for any injury, loss, damage, cost or expense if loss directly resulting from such breach and to which at the extent that it is caused by the negligence or wilful misconduct date of formation of the Authority or by Agreement was reasonably foreseeable as not unlikely to occur in the ordinary course of events from such breach by the Authority of its obligations under the Contract.in respect of: 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or 10.1.1 physical damage to the property of the other Party, its officers, employees or agents; and/or 10.1.2 any liability arising under paragraph 7.9; and/or 10.1.3 the liability of such other Party to any other person for loss in respect of physical damage to the property of any person subject, for the avoidance of doubt, to the requirement that the amount of such liability claimed by such other Party should be mitigated in accordance with general law, and provided further that the liability of any Party in respect of all claims for the losses referred to in this paragraph 10.1 shall not exceed (i) the Transmission Limit where such claims are in connection with, or relate to, DER connected to the Transmission System or (ii) the Distribution Limit where such claims are in connection with, or relate to DER connected to the Distribution System, in each case per incident or series of related incidents. 10.2 Nothing in this Agreement shall exclude or limit the liability of either Party for death or personal injury resulting from the negligence of that Party or any of its officers, employees or agents, and each Party shall indemnify and keep indemnified the other Party, its officers, employees and agents from and against all such and any loss or liability which such other Party may suffer or incur by reason of any claim on account of death or personal injury resulting from the negligence of that Party or its officers, employees or agents. 10.3 Subject to paragraph 10.2, and save where any provision of the Agreement provides for an indemnity or otherwise, neither Party nor any of its officers, employees or agents shall in any circumstances whatsoever be liable to the other Party for: 10.3.1 any loss of profit, loss of revenue, loss of use, loss of data, loss of contract or loss of goodwill; or 10.3.2 any indirect or consequential loss; or 10.3.3 loss resulting from the liability of the other Party to any other person howsoever and whensoever arising save as provided in paragraphs 10.1.3 and 10.2. 10.4 The Provider shall procure (and on request provide evidence to the Company of) appropriate insurances as required by law and necessary for the safe and efficient performance of the Agreement to cover the liabilities set out in paragraph 10, with a reputable insurance company. Where reasonably practicable the Provider shall add the Company as a named party on its insurance policies. 10.5 If the Provider appoints a sub-contractor in connection with the Contract provision of the Flexibility Services, the Provider shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as ensure that the sub-contractor maintains appropriate insurance to the extent set out in Clause 9.1.1paragraph 10. If the Provider acts as an aggregator in connection with the provision of the Flexibility Services to Accessible Sites, it shall use reasonable endeavours to ensure that the DER owners and operators for which it acts maintain appropriate insurance to the extent set out in paragraph 10. (a) the annual aggregate liability 10.6 The Provider’s liabilities under the Contract of either Party for all Defaults Agreement shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) not be deemed to be released or one hundred and fifty per cent (150%) of the Contract Price payable limited by the Authority Provider taking out the insurance policies referred to the Supplier in the year in which the liability arisesparagraph 10.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 8.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.38.3; or (e) any claim in respect of any breach of Clause 7.36.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 8.1.2 Subject to Clause 9.1.3 8.1.3 and Clause 9.1.48.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 8.1.3 Subject to Clause 9.1.1 8.1.1 and Clause 9.1.48.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 9.1.18.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 8.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or 8.4 or (e) any claim under the indemnity in Clause 6.7.5 or in respect of any breach of Clause 7.36.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 8.1.2 Subject to Clause 9.1.3 8.1.3, Clause 8.1.4 and Clause 9.1.4to the Customer taking all reasonable steps to mitigate its losses, the Supplier Service Provider shall indemnify and keep the Authority Customer indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- non-performance by the Supplier Service Provider of its obligations under the Contract or the presence of the Supplier Service Provider or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierService Provider, or any other loss which is caused directly or indirectly by any act or omission of the SupplierService Provider. The Supplier Service Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority Customer or by breach by the Authority Customer of its obligations under the Contract. 9.1.3 8.1.3 Subject to Clause 9.1.1 8.1.1 and Clause 9.1.48.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000)the annual contract value; and (b) except as set out in Clause 9.1.18.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150200%) of the Contract Price payable by the Authority Customer to the Supplier Service Provider in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed 34.1 Neither Party excludes or limits liability to limit or exclude either Party's liability for:-the other Party for: (a) death or personal injury caused by its negligence or that of its Staffnegligence; or (b) fraud or fraudulent misrepresentation by it or its Staff;Fraud; or (c) fraudulent misrepresentation; or (d) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excludedAct 1982. 9.1.2 34.2 Subject to Clause 9.1.3 and Clause 9.1.4clause 34.3, the Supplier Contractor shall indemnify the Authority and keep the Authority indemnified in full from and fully against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or the late or purported supply, of the Services or the performance or non- non-performance by the Supplier Contractor of its obligations under the Contract or the presence of the Supplier Contractor or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierContractor, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. Contractor. 34.3 The Supplier Contractor shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 34.4 Subject always to Clause 9.1.1 and Clause 9.1.4clause 34.1, the liability of in no event shall either Party for Defaults shall be subject liable to the following financial limits:-other for any: (a) loss of profits, business, revenue or goodwill; and/or (b) loss of savings (whether anticipated or otherwise); and/or] (c) indirect or consequential loss or damage. 34.5 The Contractor shall not exclude liability for additional operational, administrative costs and/or expenses or wasted expenditure resulting from the aggregate liability direct Default of either Party for the Contractor. 34.6 The Contractor shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all Defaults resulting in direct risks which may be incurred by the Contractor, arising out of the Contractor’s performance of its obligations under the Contract, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the property of Contractor. Such insurance shall be maintained for the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) duration of the Contract Price payable Period [and for a minimum of 6 (six) years following the expiration or earlier termination of the Contract]. 34.7 The Contractor shall hold employer’s liability insurance in respect of Staff in accordance with any legal requirement from time to time in force. 34.8 The Contractor shall give the Authority, on request, copies of all insurance policies referred to in this clause or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. 34.9 If, for whatever reason, the Contractor fails to give effect to and maintain the Insurances required by the provisions of the Contract the Authority may make alternative arrangements to protect its interests and may recover the Supplier costs of such arrangements from the Contractor. 34.10 The provisions of any insurance or the amount of cover shall not relieve the Contractor of any liabilities under the Contract. It shall be the responsibility of the Contractor to determine the amount of insurance cover that will be adequate to enable the Contractor to satisfy any liability referred to in the year in which the liability arises.clause 34.2

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:-10.1 To the extent permitted by law: (a) death the Administering Institution gives no guarantee, warranty or personal injury caused representation in relation to the Data, including in relation to its availability, quality, fitness of purpose or security or in relation to the non-infringement of any third party Intellectual Property Rights. Any warranties or guarantees that may be implied or conferred by its negligence statute, custom or that of its Staff; orthe general law are expressly excluded; (b) fraud the Recipient assumes all liability for damages which may arise from its use, storage or fraudulent misrepresentation disposal of the Data (including any decision made, or action taken, in relation to or in reliance upon the Data); (c) the Administering Institution will not be liable to the Recipient for any loss, claim or demand made by it the Recipient, or its Staffmade against the Recipient by any other party, due to or arising from the use of the Data by the Recipient, except when caused by the gross negligence or wilful misconduct of the Administering Institution. 10.2 The Recipient agrees to indemnify the Administering Institution against any direct loss, claim or demand that the Administering Institution may sustain or incur in connection with: (a) a breach by the Recipient of this Agreement; (b) any Data Breach which is caused or contributed to by the Recipient; (c) any breach of any obligations implied by Section 12 unlawful or negligent act or omission of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000Recipient under this Agreement; (d) any claim under Clause 9.3; or (e) any claim in respect breach by the Recipient of any breach of Clause 7.3third party Intellectual Property Rights, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and except to the extent that it is the Administering Institution caused by the negligence or wilful misconduct of the Authority contributed to such loss, claim or by breach by the Authority of its obligations under the Contractdemand. 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall 10.3 Under no circumstances will a party be subject liable to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other party under or in connection with the Contract shall respect of this Agreement (whether in no event exceed one hundred thousand pounds sterling (£100,000); andcontract, tort, statute or any other cause of action) for any special, indirect or consequential damages, or loss of anticipated profits, reputation or revenue. (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability 10.4 Each party must effect and maintain adequate insurance to cover its acts and omissions under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable this Agreement. Each party must, if requested by the Authority other, provide confirmation of insurance cover certificates to the Supplier in the year in which the liability arisesthat other party.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed 30.1 Neither Party excludes or limits liability to limit or exclude either Party's liability for:-the other Party for: (a) death or personal injury caused by its negligence or that of its Staffnegligence; or (b) fraud or fraudulent misrepresentation by it or its Staff;fraud; or (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 fraudulent misrepresentation; or Section 2 of the Supply of Goods and Services Xxx 0000;(d)not used (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 30.2 Subject to Clause 9.1.3 Conditions 30.3 and Clause 9.1.430.4, the Supplier Contractor shall indemnify the Authority and keep the Authority indemnified in full from and fully against all claims, proceedings, actions, damages, costs, legal costs expenses and any other liabilities which may arise out of, or in consequence of, the supply, or the late or purported supply, of the Services or the performance or non- performance by the Supplier Contractor of its obligations under the Contract or the presence of the Supplier Contractor or any Staff on the Premises, including without limitation, in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the SupplierContractor, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. Contractor or their subcontractors. 30.3 The Supplier Contractor shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 30.4 Subject always to Clause 9.1.1 and Clause 9.1.4Condition 30.1, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the annual aggregate liability of either Party for all Defaults resulting in direct loss including, but not limited to, direct loss (other than those arising from a tortuous act by defaulting party) of or damage to the property of the other under or in connection with the Contract, and for all Defaults under this Contract shall in no event exceed one hundred thousand pounds sterling 250,000 BD per Contract year. 30.5 Subject always to Condition 30.1 and 30.6; in no event shall either Party be liable to the other for any: (£100,000)a) loss of profits, business, revenue or goodwill; andand/or (b) except as set indirect or consequential loss or damage 30.6 The Contractor shall not exclude liability for additional operational, administrative costs and/or expenses or wasted expenditure resulting from the direct Default of the Contractor. 30.7 The Contractor shall effect and maintain, and shall procure that their Sub-contractors effect and maintain, with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Contractor, arising out in Clause 9.1.1 (a) of the annual aggregate liability Contractor’s and/or their Sub-contractors performance of their obligations under the Contract Contract, including death or personal injury, loss of either Party or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Contractor. Such insurance shall be maintained for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) duration of the Contract Price payable Period and for a minimum of 6 (six) years following the expiration or earlier termination of the Contract. 30.8 Without limitation to Condition 30.7 the Contractor shall effect and maintain and shall procure that all agents, professional consultants and Sub-contractors effect and maintain, employer’s liability insurance in respect of Staff in accordance with any legal requirement from time to time in force. The Contractor shall also effect and maintain, and shall ensure that all agents, professional consultants and Sub-contractors involved in the supply of the Services effect and maintain, appropriate professional indemnity insurance cover during the Contract Period and for a minimum of 6 (six) years following the expiration or earlier termination of the Contract. 30.9 The Contractor shall give the Authority, on request, copies of all insurance policies referred to in this Condition or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. 30.10 If, for whatever reason, the Contractor fails to give effect to and maintain the insurances required by the provisions of the Contract the Authority may make alternative arrangements to protect its interests and may recover the Supplier costs of such arrangements from the Contractor. 30.11 The provisions of any insurance or the amount of cover shall not relieve the Contractor of any liabilities under the Contract. It shall be the responsibility of the Contractor to determine the amount of insurance cover that will be adequate to enable the Contractor to satisfy any liability referred to in the year in which the liability arisesCondition 30.7 and/or 30.8.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 8.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.38.3; or (e) any claim in respect of any breach of Clause 7.36.3, or any other matter mater which, by Law, may not be limited or excluded. 9.1.2 8.1.2 Subject to Clause 9.1.3 8.1.3 and Clause 9.1.48.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 8.1.3 Subject to Clause 9.1.1 8.1.1 and Clause 9.1.48.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand million pounds sterling (£100,0001,000,000); and (b) except as set out in Clause 9.1.18.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand million pounds sterling (£200,0002,000,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arises.

LIABILITY, INDEMNITY AND INSURANCE. 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:- (a) death or personal injury caused by its negligence or that of its Staff; or (b) fraud or fraudulent misrepresentation by it or its Staff; (c) any breach of any obligations implied by Section 12 of the Sale of Goods Xxx 0000 or Section 2 of the Supply of Goods and Services Xxx 0000; (d) any claim under Clause 9.3; or (e) any claim in respect of any breach of Clause 7.3, or any other matter which, by Law, may not be limited or excluded. 9.1.2 Subject to Clause 9.1.3 and Clause 9.1.4, the Supplier shall indemnify and keep the Authority indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Services or the performance or non- performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract. 9.1.3 Subject to Clause 9.1.1 and Clause 9.1.4, the liability of either Party for Defaults shall be subject to the following financial limits:- (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one hundred thousand pounds sterling (£100,000); and (b) except as set out in Clause 9.1.1 (a) the annual aggregate liability under the Contract of either Party for all Defaults shall in no event exceed the lesser of two hundred thousand pounds sterling (£200,000) or one hundred and fifty per cent (150%) of the Contract Price payable by the Authority to the Supplier in the year in which the liability arisesRedact.