Common use of Liability rules Clause in Contracts

Liability rules. 1. Each Party shall be liable to the other Party without limitation for any loss or damage re- sulting from fraud or wilful misconduct in performing its duties and obligations under this Agreement. 2. Each Party shall be liable to the other Party for any Direct Loss incurred resulting from its gross or ordinary negligence in performing its duties and obligations under this Agreement. "Direct Loss", for the purpose of this Agreement, shall mean loss or damage directly caused to the damaged Party as a result of the gross or ordinary negligence of the other Party in performing its duties and obligations under this Agreement. Lost revenues, lost profits, lost savings and reputational damage shall not qualify as Direct Loss; instead they shall qualify as indirect losses. Without prejudice to paragraphs 3 and 9, liability for indi- rect loss and damages not qualifying as Direct Loss is excluded to the extent permitted by German law. 3. The Eurosystem shall also be liable to the Contracting CSD for a claim of a Contracting CSD’s customer against the Contracting CSD in connection with T2S Services (hereinafter a ‘Customer Claim’), resulting from the Eurosystem’s gross or ordinary negligence in per- forming its duties and obligations under this Agreement, if and to the extent that all of the following criteria are satisfied: (a) the Contracting CSD has, with the approval of the Eu- rosystem (such approval shall not be unreasonably withheld or delayed), settled the Cus- tomer Claim or is held legally liable for the Customer Claim pursuant to an Enforceable Judgment; (b) the loss or damage of a customer is the direct result of an act or omission of the Eurosystem and (c) the Customer Claim would have been settled according to local market practice (marktübliche Bedingungen). The Contracting CSD shall reimburse to the Eurosystem a Customer Claim (i) for which the condition(s) outlined above are not ful- filled or are reversed or (ii) which is paid twice on the basis of this Agreement as well as on another basis, such as an insurance policy or through a claim paid by a Central Bank based on the same facts and circumstances. For the avoidance of doubt, no Customer Claim shall be paid directly by the Eurosystem to the Contracting CSD’s customers. 4. Each Party shall be liable to the other Party in proportion of the contribution of its fraud, willful misconduct, gross or ordinary negligence in the loss or damage of the other Party. 5. Without prejudice to paragraph 1, the Eurosystem’s liability according to this Article shall be limited or excluded as follows: (a) The liability of the Eurosystem shall be limited to a maximum total amount per cal- endar year for all losses or damages suffered by the Contracting CSD and all Partic- ipating CSDs that were caused by events that occurred in the same calendar year. (i) In case of the Eurosystem’s ordinary negligence, the liability of the Eurosystem vis-à-vis, combined, the Contracting CSD and all Participating CSDs shall be limited to a maximum total amount of EUR 30,000,000 for the relevant calendar year. (ii) In case of the Eurosystem’s gross negligence, the liability of the Eurosystem vis- à-vis, combined, the Contracting CSD and all Participating CSDs shall be limited to a maximum total amount of EUR 500,000,000 for the relevant calendar year,. If the aggregate amount of losses or damages suffered by the Contracting CSD and all Participating CSDs in any calendar year exceeds the maximum set out in this subparagraph, then the amount due to the Contracting CSD shall be determined by the Eurosystem pro rata, i.e. having regard to the total amount of all losses or dam- ages suffered by the Contracting CSD and all Participating CSDs. (b) The Eurosystem shall not be liable for losses or damages suffered by the Contracting CSD related to the early termination of any Parallel Framework Agreement or any Currency Participation Agreement. (c) The Eurosystem shall have no liability for the suspension of settlement in the cur- rency of a non-euro area NCB. 6. Without prejudice to paragraph 1, the Contracting CSD’s liability according to this Article shall be limited as follows: In the case of ordinary negligence, the liability shall be limited to the equivalent of the T2S fees that the Contracting CSD has paid during the 12 months period preceding the calendar year in which the event occurred that caused the liability claim or, in case the Contracting CSD has not paid T2S fees for 12 months, the T2S fees that the Contracting CSD could be reasonably expected to have paid during this 12 months period, taking into account the number of securities instructions that the Contracting CSD has settled in its legacy settlement infrastructure during the remainder of the 12 months pe- riod. In the case of liability due to gross negligence, the liability shall be limited to the fivefold of the amount as determined in accordance with the previous sentence. 7. If loss or damage to the Contracting CSD results from a delay of the Eurosystem in meet- ing synchronisation point 6 (Eurosystem ready for User Testing) according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring), the liability of the Eurosystem shall, without prejudice to paragraph 1, not apply to a loss or damage that arises during the first 12 months of such delay. 8. If loss or damage to the Contracting CSD results from the material non-compliance of T2S with Schedule 5 (T2S Service Description) and/or the T2S Scope Defining Set of Docu- ments, the liability of the Eurosystem shall, without prejudice to paragraph 1, not apply to a loss or damage that arises during the first 15 months following the Eurosystem’s notifica- tion of its readiness to fulfil synchronisation point 8 (Start Bilateral Interoperability Test- ing) according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring). 9. If loss or damage to the Eurosystem results from a delay of the Contracting CSD in meet- ing its applicable synchronisation point 16 (Ready for Migration) according to Annex 9 to Schedule 2 (T2S Programme Planning and Monitoring), the liability of the Contracting CSD shall, without prejudice to paragraph 1, not apply to a loss or damage that arises dur- ing the first 12 months of such delay. After this period, the Eurosystem’s damage shall be equal to the T2S fees that the Contracting CSD could be reasonably expected to pay during the time of its delay. The Contracting CSD’s expected T2S fees shall be determined as fol- lows: daily average number of securities instructions that the Contracting CSD settled in its legacy settlement infrastructure during the 12-months period preceding the Contracting CSD’s synchronisation point 15 according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring) multiplied by the relevant T2S prices indicated in T2S Price List multiplied by the number of days in delay. 10. The procedures for the exercise, allocation and payment of liability claims are detailed in Section 1 of Schedule 13 (Procedure for payment of claims). 11. The right of either Party to claim damages pursuant to this Article is excluded to the extent that the Party is entitled to claim financial compensation in accordance with Article 40 for the same event. 12. For the avoidance of doubt, the circumstances specified in Article 34(1) apply as grounds for exclusion of the liability under this Article.

Liability rules. ‌ 1. Each Party shall be liable to the other Party without limitation for any loss or damage re- sulting result- ing from fraud or wilful misconduct in performing its duties and obligations under this Agreement. 2. Each Subject to paragraphs 4 and 6, each Party shall be liable to the other Party for any Direct Loss incurred resulting from its gross or ordinary negligence in performing its duties and obligations obliga- tions under this Agreement. "Direct Loss", for the purpose of this Agreement, shall mean loss or damage directly caused to the damaged Party as a result of the gross or ordinary negligence of the other Party in performing its duties and obligations under this Agreement. Lost revenues, lost profits, lost savings and reputational damage shall not qualify as Direct Loss; instead they shall qualify as indirect losses. Without prejudice to paragraphs 3 and 9paragraph 3, liability for indi- rect indirect loss and damages not qualifying as Direct Loss is excluded to the extent permitted by German lawGermanlaw. 3. The Eurosystem shall also be liable to the Contracting CSD [NCB] for a claim of a Contracting CSD’s customer the [NCB’s] DCA Holder against the Contracting CSD [NCB] in connection with T2S Services (hereinafter a ‘Customer Claim’), resulting result- ing from the Eurosystem’s gross or ordinary negligence in per- forming performing its duties and obligations obliga- tions under this Agreement, if and to the extent that all of the following criteria are satisfied: : (a) the Contracting CSD has, with the approval of the Eu- rosystem (such approval shall not be unreasonably withheld or delayed), settled the Cus- tomer Claim or [NCB] is held legally liable for the Customer Claim pursuant to an Enforceable JudgmentJudgement, or has, with the approval of the Eurosystem (such approval shall not be unrea- sonably withheld or delayed), settled the Customer Claim; (b) the loss or damage of a customer DCA Holder is the direct result of an act or omission of the Eurosystem Eurosystem; and (c) the Customer Claim would have been settled by the [NCB] in favour of a DCA Holder according to local market practice (marktübliche Bedingungen)practice. For the avoidance of doubt, the liability under this paragraph shall include claims for loss of interest. If there is a difference between the Customer Claim for which the [NCB] is held liable pursuant to an Enforceable Judgement and the amount due according to local market practice, the Parties shall use their best efforts to settle the issue in an amicable way. The Contracting CSD [NCB] shall reimburse to the Eurosystem a Customer Claim (i) for which the condition(scon- dition(s) outlined above are not ful- filled fulfilled or are reversed or (ii) which is paid twice on the basis ba- sis of this Agreement as well as on another basis, such as an insurance policy or through a claim paid by a Central Bank based on the same facts and circumstances. For the avoidance of doubt, no Customer Claim shall be paid directly by the Eurosystem to the Contracting CSDNCB’s customersDCAHolders. 4. Each Party shall be liable to the other Party in proportion of the contribution of its fraud, willful wil- ful misconduct, gross or ordinary negligence in the loss or damage of the other Party. 5. Without prejudice to paragraph 1, the Eurosystem’s liability according to this Article shall be limited or excluded as follows: (a) The liability of the Eurosystem shall be limited to a maximum total amount per cal- endar calendar year for all losses or and damages suffered by the Contracting CSD [NCB] and all Partic- ipating CSDs Connected NCBs that were caused by events that occurred in the same calendar cal- endar year.; (i) In case of for the Eurosystem’s ordinary negligence, the liability of the Eurosystem vis-à-vis, combined, the Contracting CSD [NCB] and all Participating CSDs Connected NCBs shall be limited to a maximum total amount of EUR 30,000,000 20 000 000 for the relevant calendar year. (ii) In case of for the Eurosystem’s gross negligence, the liability of the Eurosystem vis- vis-à-vis, combinedcom- bined, the Contracting CSD [NCB] and all Participating CSDs Connected NCBs shall be limited to a maximum total amount of EUR 500,000,000 100 000 000 for the relevant calendar year,. If the aggregate amount of losses or damages suffered by the Contracting CSD [NCB] and all Participating CSDs Connected NCBs in any calendar year exceeds the maximum set out in this subparagraph, then the amount due to the Contracting CSD [NCB] shall be determined calculated and paid by the Eurosystem pro rata, i.e. having regard to the total amount of all losses or dam- ages damages suffered by the Contracting CSD [NCB] and all Participating CSDs.Connected NCBs; (b) The the Eurosystem shall not be liable for losses or damages suffered by the Contracting CSD [NCB] related to the early termination of any Parallel CPA or any Framework Agreement or by any Currency Participation Agreement.relevant party; and (c) The Eurosystem a Party shall have no liability not be liable for the suspension of settlement any delay in the cur- rency of meeting a non-euro area NCBrelevant synchronisation point as specified in Schedule 2. 6. Without prejudice to paragraph 1, the Contracting CSD’s [NCB’s] liability according to vis-à-vis the Eurosystem in accor- dance with this Article shall be limited as follows: In limited, in the case of followingway: (i) for the [NCB’s] ordinary negligence, the liability of the [NCB] shall be limited to EUR 2 000 000 per calendar year; and (ii) for the equivalent of the T2S fees that the Contracting CSD has paid during the 12 months period preceding the calendar year in which the event occurred that caused the liability claim or, in case the Contracting CSD has not paid T2S fees for 12 months, the T2S fees that the Contracting CSD could be reasonably expected to have paid during this 12 months period, taking into account the number of securities instructions that the Contracting CSD has settled in its legacy settlement infrastructure during the remainder of the 12 months pe- riod. In the case of liability due to [NCB’s] gross negligence, the liability of the [NCB] shall be limited to the fivefold of the amount as determined in accordance with the previous sentenceEUR 10 000 000 per calendar year. 7. If loss or damage to the Contracting CSD results from a delay of the Eurosystem in meet- ing synchronisation point 6 (Eurosystem ready for User Testing) according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring), the liability of the Eurosystem shall, without prejudice to paragraph 1, not apply to a loss or damage that arises during the first 12 months of such delay. 8. If loss or damage to the Contracting CSD results from the material non-compliance of T2S with Schedule 5 (T2S Service Description) and/or the T2S Scope Defining Set of Docu- ments, the liability of the Eurosystem shall, without prejudice to paragraph 1, not apply to a loss or damage that arises during the first 15 months following the Eurosystem’s notifica- tion of its readiness to fulfil synchronisation point 8 (Start Bilateral Interoperability Test- ing) according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring). 9. If loss or damage to the Eurosystem results from a delay of the Contracting CSD in meet- ing its applicable synchronisation point 16 (Ready for Migration) according to Annex 9 to Schedule 2 (T2S Programme Planning and Monitoring), the liability of the Contracting CSD shall, without prejudice to paragraph 1, not apply to a loss or damage that arises dur- ing the first 12 months of such delay. After this period, the Eurosystem’s damage shall be equal to the T2S fees that the Contracting CSD could be reasonably expected to pay during the time of its delay. The Contracting CSD’s expected T2S fees shall be determined as fol- lows: daily average number of securities instructions that the Contracting CSD settled in its legacy settlement infrastructure during the 12-months period preceding the Contracting CSD’s synchronisation point 15 according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring) multiplied by the relevant T2S prices indicated in T2S Price List multiplied by the number of days in delay. 10. The procedures for the exercise, allocation and payment of liability claims are detailed in Section 1 of Schedule 13 (Procedure for payment of claims).set out in 11. The right of either Party to claim damages pursuant to this Article is excluded to the extent that the Party is entitled to claim financial compensation in accordance with Article 40 for the same event. 128. For the avoidance of doubt, the circumstances specified in paragraphs 1 and 2 of Article 34(1) 30 shall apply as grounds for exclusion of the liability under this Article. 9. As part of the Eurosystem’s tasks in accordance with Articles 17, 18 and 22 of the Statute of the ESCB, T2S has the nature of a public service. All obligations of the Eurosystem arising under this Agreement may only be performed jointly by all members of the Eurosystem and qualify as joint liability. All rights and claims of the [NCB] under this Agreement are there- fore always rights and/or claims that may be exercised only against all members of the Euro- system jointly.

Liability rules. 1. Each Party shall be liable to the other Party without limitation for any loss or damage re- sulting result- ing from fraud or wilful misconduct in performing its duties and obligations under this Agreement. 2. Each Subject to paragraphs 4 and 6, each Party shall be liable to the other Party for any Direct Loss incurred resulting from its gross or ordinary negligence in performing its duties and obligations obliga- tions under this Agreement. "Direct Loss", for the purpose of this Agreement, shall mean loss or damage directly caused to the damaged Party as a result of the gross or ordinary negligence of the other Party in performing its duties and obligations under this Agreement. Lost revenues, lost profits, lost savings and reputational damage shall not qualify as Direct Loss; instead they shall qualify as indirect losses. Without prejudice to paragraphs 3 and 9paragraph 3, liability for indi- rect indirect loss and damages not qualifying as Direct Loss is excluded to the extent permitted by German law. 3. The Eurosystem shall also be liable to the Contracting CSD [NCB] for a claim of a Contracting CSD’s customer the [NCB’s] DCA Holder against the Contracting CSD [NCB] in connection with T2S Services (hereinafter a ‘Customer Claim’), resulting result- ing from the Eurosystem’s gross or ordinary negligence in per- forming performing its duties and obligations obliga- tions under this Agreement, if and to the extent that all of the following criteria are satisfied: : (a) the Contracting CSD has, with the approval of the Eu- rosystem (such approval shall not be unreasonably withheld or delayed), settled the Cus- tomer Claim or [NCB] is held legally liable for the Customer Claim pursuant to an Enforceable JudgmentJudgement, or has, with the approval of the Eurosystem (such approval shall not be unrea- sonably withheld or delayed), settled the Customer Claim; (b) the loss or damage of a customer DCA Holder is the direct result of an act or omission of the Eurosystem Eurosystem; and (c) the Customer Claim would have been settled by the [NCB] in favour of a DCA Holder according to local market practice (marktübliche Bedingungen)practice. For the avoidance of doubt, the liability under this paragraph shall include claims for loss of interest. If there is a difference between the Customer Claim for which the [NCB] is held liable pursuant to an Enforceable Judgement and the amount due according to local market practice, the Parties shall use their best efforts to settle the issue in an amicable way. The Contracting CSD [NCB] shall reimburse to the Eurosystem a Customer Claim (i) for which the condition(scon- dition(s) outlined above are not ful- filled fulfilled or are reversed or (ii) which is paid twice on the basis ba- sis of this Agreement as well as on another basis, such as an insurance policy or through a claim paid by a Central Bank based on the same facts and circumstances. For the avoidance of doubt, no Customer Claim shall be paid directly by the Eurosystem to the Contracting CSDNCB’s customersDCA Holders. 4. Each Party shall be liable to the other Party in proportion of the contribution of its fraud, willful wil- ful misconduct, gross or ordinary negligence in the loss or damage of the other Party. 5. Without prejudice to paragraph 1, the Eurosystem’s liability according to this Article shall be limited or excluded as follows: (a) The liability of the Eurosystem shall be limited to a maximum total amount per cal- endar calendar year for all losses or and damages suffered by the Contracting CSD [NCB] and all Partic- ipating CSDs Connected NCBs that were caused by events that occurred in the same calendar cal- endar year.; (i) In case of for the Eurosystem’s ordinary negligence, the liability of the Eurosystem vis-à-vis, combined, the Contracting CSD [NCB] and all Participating CSDs Connected NCBs shall be limited to a maximum total amount of EUR 30,000,000 20 000 000 for the relevant calendar year. (ii) In case of for the Eurosystem’s gross negligence, the liability of the Eurosystem vis- vis-à-vis, combinedcom- bined, the Contracting CSD [NCB] and all Participating CSDs Connected NCBs shall be limited to a maximum total amount of EUR 500,000,000 100 000 000 for the relevant calendar year,. If the aggregate amount of losses or damages suffered by the Contracting CSD [NCB] and all Participating CSDs Connected NCBs in any calendar year exceeds the maximum set out in this subparagraph, then the amount due to the Contracting CSD [NCB] shall be determined calculated and paid by the Eurosystem pro rata, i.e. having regard to the total amount of all losses or dam- ages damages suffered by the Contracting CSD [NCB] and all Participating CSDs.Connected NCBs; (b) The the Eurosystem shall not be liable for losses or damages suffered by the Contracting CSD [NCB] related to the early termination of any Parallel CPA or any Framework Agreement or by any Currency Participation Agreement.relevant party; and (c) The Eurosystem a Party shall have no liability not be liable for the suspension of settlement any delay in the cur- rency of meeting a non-euro area NCBrelevant synchronisation point as specified in Schedule 2. 6. Without prejudice to paragraph 1, the Contracting CSD’s [NCB’s] liability according to vis-à-vis the Eurosystem in accor- dance with this Article shall be limited as follows: In limited, in the case of following way: (i) for the [NCB’s] ordinary negligence, the liability of the [NCB] shall be limited to EUR 2 000 000 per calendar year; and (ii) for the equivalent of the T2S fees that the Contracting CSD has paid during the 12 months period preceding the calendar year in which the event occurred that caused the liability claim or, in case the Contracting CSD has not paid T2S fees for 12 months, the T2S fees that the Contracting CSD could be reasonably expected to have paid during this 12 months period, taking into account the number of securities instructions that the Contracting CSD has settled in its legacy settlement infrastructure during the remainder of the 12 months pe- riod. In the case of liability due to [NCB’s] gross negligence, the liability of the [NCB] shall be limited to the fivefold of the amount as determined in accordance with the previous sentenceEUR 10 000 000 per calendar year. 7. If loss or damage to the Contracting CSD results from a delay of the Eurosystem in meet- ing synchronisation point 6 (Eurosystem ready for User Testing) according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring), the liability of the Eurosystem shall, without prejudice to paragraph 1, not apply to a loss or damage that arises during the first 12 months of such delay. 8. If loss or damage to the Contracting CSD results from the material non-compliance of T2S with Schedule 5 (T2S Service Description) and/or the T2S Scope Defining Set of Docu- ments, the liability of the Eurosystem shall, without prejudice to paragraph 1, not apply to a loss or damage that arises during the first 15 months following the Eurosystem’s notifica- tion of its readiness to fulfil synchronisation point 8 (Start Bilateral Interoperability Test- ing) according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring). 9. If loss or damage to the Eurosystem results from a delay of the Contracting CSD in meet- ing its applicable synchronisation point 16 (Ready for Migration) according to Annex 9 to Schedule 2 (T2S Programme Planning and Monitoring), the liability of the Contracting CSD shall, without prejudice to paragraph 1, not apply to a loss or damage that arises dur- ing the first 12 months of such delay. After this period, the Eurosystem’s damage shall be equal to the T2S fees that the Contracting CSD could be reasonably expected to pay during the time of its delay. The Contracting CSD’s expected T2S fees shall be determined as fol- lows: daily average number of securities instructions that the Contracting CSD settled in its legacy settlement infrastructure during the 12-months period preceding the Contracting CSD’s synchronisation point 15 according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring) multiplied by the relevant T2S prices indicated in T2S Price List multiplied by the number of days in delay. 10. The procedures for the exercise, allocation and payment of liability claims are detailed in Section 1 of Schedule 13 (Procedure for payment of claims).set out in 11. The right of either Party to claim damages pursuant to this Article is excluded to the extent that the Party is entitled to claim financial compensation in accordance with Article 40 for the same event. 128. For the avoidance of doubt, the circumstances specified in paragraphs 1 and 2 of Article 34(1) 30 shall apply as grounds for exclusion of the liability under this Article. 9. As part of the Eurosystem’s tasks in accordance with Articles 17, 18 and 22 of the Statute of the ESCB, T2S has the nature of a public service. All obligations of the Eurosystem arising under this Agreement may only be performed jointly by all members of the Eurosystem and qualify as joint liability. All rights and claims of the [NCB] under this Agreement are there- fore always rights and/or claims that may be exercised only against all members of the Euro- system jointly.

Liability rules. 1. Each Party shall be liable to the other Party without limitation for any loss or damage re- sulting result- ing from fraud or wilful misconduct in performing its duties and obligations under this Agreement. 2. Each Subject to paragraphs 4 and 6, each Party shall be liable to the other Party for any Direct Loss incurred resulting from its gross or ordinary negligence in performing its duties and obligations obliga- tions under this Agreement. "Direct Loss", for the purpose of this Agreement, shall mean loss or damage directly caused to the damaged Party as a result of the gross or ordinary negligence of the other Party in performing its duties and obligations under this Agreement. Lost revenues, lost profits, lost savings and reputational damage shall not qualify as Direct Loss; instead they shall qualify as indirect losses. Without prejudice to paragraphs 3 and 9paragraph 3, liability for indi- rect indirect loss and damages not qualifying as Direct Loss is excluded to the extent permitted by German lawGermanlaw. 3. The Eurosystem shall also be liable to the Contracting CSD [NCB] for a claim of a Contracting CSD’s customer the [NCB’s] DCA Holder against the Contracting CSD [NCB] in connection with T2S Services (hereinafter a ‘Customer Claim’), resulting result- ing from the Eurosystem’s gross or ordinary negligence in per- forming performing its duties and obligations obliga- tions under this Agreement, if and to the extent that all of the following criteria are satisfied: : (a) the Contracting CSD has, with the approval of the Eu- rosystem (such approval shall not be unreasonably withheld or delayed), settled the Cus- tomer Claim or [NCB] is held legally liable for the Customer Claim pursuant to an Enforceable JudgmentJudgement, or has, with the approval of the Eurosystem (such approval shall not be unrea- sonably withheld or delayed), settled the Customer Claim; (b) the loss or damage of a customer DCA Holder is the direct result of an act or omission of the Eurosystem Eurosystem; and (c) the Customer Claim would have been settled by the [NCB] in favour of a DCA Holder according to local market practice (marktübliche Bedingungen)practice. For the avoidance of doubt, the liability under this paragraph shall include claims for loss of interest. If there is a difference between the Customer Claim for which the [NCB] is held liable pursuant to an Enforceable Judgement and the amount due according to local market practice, the Parties shall use their best efforts to settle the issue in an amicable way. The Contracting CSD [NCB] shall reimburse to the Eurosystem a Customer Claim (i) for which the condition(scon- dition(s) outlined above are not ful- filled fulfilled or are reversed or (ii) which is paid twice on the basis ba- sis of this Agreement as well as on another basis, such as an insurance policy or through a claim paid by a Central Bank based on the same facts and circumstances. For the avoidance of doubt, no Customer Claim shall be paid directly by the Eurosystem to the Contracting CSDNCB’s customersDCAHolders. 4. Each Party shall be liable to the other Party in proportion of the contribution of its fraud, willful wil- ful misconduct, gross or ordinary negligence in the loss or damage of the other Party. 5. Without prejudice to paragraph 1, the Eurosystem’s liability according to this Article shall be limited or excluded as followsasfollows: (a) The liability of the Eurosystem shall be limited to a maximum total amount per cal- endar calendar year for all losses or and damages suffered by the Contracting CSD [NCB] and all Partic- ipating CSDs Connected NCBs that were caused by events that occurred in the same calendar cal- endar year.; (i) In case of for the Eurosystem’s ordinary negligence, the liability of the Eurosystem vis-à-vis, combined, the Contracting CSD [NCB] and all Participating CSDs Connected NCBs shall be limited to a maximum total amount of EUR 30,000,000 20 000 000 for the relevant calendar yearcalendaryear. (ii) In case of for the Eurosystem’s gross negligence, the liability of the Eurosystem vis- vis-à-vis, combinedcom- bined, the Contracting CSD [NCB] and all Participating CSDs Connected NCBs shall be limited to a maximum total amount of EUR 500,000,000 100 000 000 for the relevant calendar year,calendaryear. If the aggregate amount of losses or damages suffered by the Contracting CSD [NCB] and all Participating CSDs Connected NCBs in any calendar year exceeds the maximum set out in this subparagraph, then the amount due to the Contracting CSD [NCB] shall be determined calculated and paid by the Eurosystem pro rata, i.e. having regard to the total amount of all losses or dam- ages damages suffered by the Contracting CSD [NCB] and all Participating CSDs.Connected NCBs; (b) The the Eurosystem shall not be liable for losses or damages suffered by the Contracting CSD [NCB] related to the early termination of any Parallel CPA or any Framework Agreement or by any Currency Participation Agreement.relevant party; and (c) The Eurosystem a Party shall have no liability not be liable for the suspension of settlement any delay in the cur- rency of meeting a non-euro area NCBrelevant synchronisation point as specified in Schedule 2. 6. Without prejudice to paragraph 1, the Contracting CSD’s [NCB’s] liability according to vis-à-vis the Eurosystem in accor- dance with this Article shall be limited as follows: In limited, in the case of followingway: (i) for the [NCB’s] ordinary negligence, the liability of the [NCB] shall be limited to EUR 2 000 000 per calendar year; and (ii) for the equivalent of the T2S fees that the Contracting CSD has paid during the 12 months period preceding the calendar year in which the event occurred that caused the liability claim or, in case the Contracting CSD has not paid T2S fees for 12 months, the T2S fees that the Contracting CSD could be reasonably expected to have paid during this 12 months period, taking into account the number of securities instructions that the Contracting CSD has settled in its legacy settlement infrastructure during the remainder of the 12 months pe- riod. In the case of liability due to [NCB’s] gross negligence, the liability of the [NCB] shall be limited to the fivefold of the amount as determined in accordance with the previous sentenceEUR 10 000 000 per calendar year. 7. If loss or damage to the Contracting CSD results from a delay of the Eurosystem in meet- ing synchronisation point 6 (Eurosystem ready for User Testing) according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring), the liability of the Eurosystem shall, without prejudice to paragraph 1, not apply to a loss or damage that arises during the first 12 months of such delay. 8. If loss or damage to the Contracting CSD results from the material non-compliance of T2S with Schedule 5 (T2S Service Description) and/or the T2S Scope Defining Set of Docu- ments, the liability of the Eurosystem shall, without prejudice to paragraph 1, not apply to a loss or damage that arises during the first 15 months following the Eurosystem’s notifica- tion of its readiness to fulfil synchronisation point 8 (Start Bilateral Interoperability Test- ing) according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring). 9. If loss or damage to the Eurosystem results from a delay of the Contracting CSD in meet- ing its applicable synchronisation point 16 (Ready for Migration) according to Annex 9 to Schedule 2 (T2S Programme Planning and Monitoring), the liability of the Contracting CSD shall, without prejudice to paragraph 1, not apply to a loss or damage that arises dur- ing the first 12 months of such delay. After this period, the Eurosystem’s damage shall be equal to the T2S fees that the Contracting CSD could be reasonably expected to pay during the time of its delay. The Contracting CSD’s expected T2S fees shall be determined as fol- lows: daily average number of securities instructions that the Contracting CSD settled in its legacy settlement infrastructure during the 12-months period preceding the Contracting CSD’s synchronisation point 15 according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring) multiplied by the relevant T2S prices indicated in T2S Price List multiplied by the number of days in delay. 10. The procedures for the exercise, allocation and payment of liability claims are detailed in Section 1 of Schedule 13 (Procedure for payment of claims).set out in 11. The right of either Party to claim damages pursuant to this Article is excluded to the extent that the Party is entitled to claim financial compensation in accordance with Article 40 for the same event. 128. For the avoidance of doubt, the circumstances specified in paragraphs 1 and 2 of Article 34(1) 30 shall apply as grounds for exclusion of the liability under this Article. 9. As part of the Eurosystem’s tasks in accordance with Articles 17, 18 and 22 of the Statute of the ESCB, T2S has the nature of a public service. All obligations of the Eurosystem arising under this Agreement may only be performed jointly by all members of the Eurosystem and qualify as joint liability. All rights and claims of the [NCB] under this Agreement are there- fore always rights and/or claims that may be exercised only against all members of the Euro- system jointly.

Liability rules. 1. 1 Each Party shall be liable to the other Party without limitation for any loss or damage re- sulting resulting from fraud or wilful misconduct in performing its duties and obligations under un- der this Agreement. 2. 2 Each Party shall be liable to the other Party for any Direct Loss incurred resulting from its gross or ordinary negligence in performing its duties and obligations under this Agreement. "Direct Loss", for the purpose of this Agreement, shall mean loss or damage directly caused to the damaged Party as a result of the gross or ordinary negligence of the other Party in performing its duties and obligations under this Agreement. Lost revenues, lost profits, lost savings and reputational damage shall not qualify as Direct Loss; instead they shall qualify as indirect losses. Without prejudice prej- udice to paragraphs 3 and 9, liability for indi- rect indirect loss and damages not qualifying as Direct Loss is excluded to the extent permitted by German law. 3. 3 The Eurosystem shall also be liable to the Contracting CSD for a claim of a Contracting Con- tracting CSD’s customer against the Contracting CSD in connection with T2S Services Ser- vices (hereinafter a ‘Customer Claim’), resulting from the Eurosystem’s gross or ordinary or- dinary negligence in per- forming performing its duties and obligations under this Agreement, if and to the extent that all of the following criteria are satisfied: (a) the Contracting CSD has, with the approval of the Eu- rosystem Eurosystem (such approval shall not be unreasonably unrea- sonably withheld or delayed), settled the Cus- tomer Customer Claim or is held legally liable for the Customer Claim pursuant to an Enforceable Judgment; (b) the loss or damage of a customer is the direct result of an act or omission of the Eurosystem and (c) the Customer Claim would have been settled according to local market practice (marktübliche Bedingungen). The Contracting CSD shall reimburse to the Eurosystem Eurosys- tem a Customer Claim (i) for which the condition(s) outlined above are not ful- filled fulfilled or are reversed or (ii) which is paid twice on the basis of this Agreement as well as on another basis, such as an insurance policy or through a claim paid by a Central Bank based on the same facts and circumstances. For the avoidance of doubt, no Customer Claim shall be paid directly by the Eurosystem to the Contracting CSD’s customers. 4. 4 Each Party shall be liable to the other Party in proportion of the contribution of its fraud, willful misconduct, gross or ordinary negligence in the loss or damage of the other Party. 5. 5 Without prejudice to paragraph 1, the Eurosystem’s liability according to this Article shall be limited or excluded as follows: (a) The liability of the Eurosystem shall be limited to a maximum total amount per cal- endar calendar year for all losses or damages suffered by the Contracting CSD and all Partic- ipating Signatory CSDs that were caused by events that occurred in the same calendar year. (i) In case of the Eurosystem’s ordinary negligence, the liability of the Eurosystem Eu- rosystem vis-à-vis, combined, the Contracting CSD and all Participating Signatory CSDs shall be limited to a maximum total amount of EUR 30,000,000 for the relevant calendar year. (ii) In case of the Eurosystem’s gross negligence, the liability of the Eurosystem vis- Eurosys- tem vis-à-vis, combined, the Contracting CSD and all Participating Signatory CSDs shall be limited to a maximum total amount of EUR 500,000,000 for the relevant calendar year,. If the aggregate amount of losses or damages suffered by the Contracting CSD and all Participating Signatory CSDs in any calendar year exceeds the maximum set out in this subparagraph, then the amount due to the Contracting CSD shall be determined by the Eurosystem pro rata, i.e. having regard to the total amount of all losses or dam- ages damages suffered by the Contracting CSD and all Participating Signatory CSDs. (b) The Eurosystem shall not be liable for losses or damages suffered by the Contracting Con- tracting CSD related to the early termination of any Parallel T2S Framework Agreement or any T2S Currency Participation Agreement. (c) The Eurosystem shall have no liability for the suspension of settlement in the cur- rency currency of a non-euro area NCB.NCB in T2S. 6. 6 Without prejudice to paragraph 1, the Contracting CSD’s liability according to this Article shall be limited as follows: In in the case of ordinary negligence, the liability shall be limited to the equivalent of the T2S fees that the Contracting CSD has paid during the 12 months period preceding the calendar year in which the event occurred that caused the liability claim or, in case the Contracting CSD has not paid T2S fees for 12 months, the T2S fees that the Contracting CSD could be reasonably expected to have paid during this 12 months period, taking into account the number of securities instructions that the Contracting CSD has settled in its legacy settlement infrastructure infrastruc- ture during the remainder of the 12 months pe- riodperiod. In the case of liability due to gross negligence, the liability shall be limited to the fivefold of the amount as determined deter- mined in accordance with the previous sentence. 7. If loss or damage to the Contracting CSD results from a delay of the Eurosystem in meet- ing synchronisation point 6 (Eurosystem ready for User Testing) according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring), the liability of the Eurosystem shall, without prejudice to paragraph 1, not apply to a loss or damage that arises during the first 12 months of such delay. 8. If loss or damage to the Contracting CSD results from the material non-compliance of T2S with Schedule 5 (T2S Service Description) and/or the T2S Scope Defining Set of Docu- ments, the liability of the Eurosystem shall, without prejudice to paragraph 1, not apply to a loss or damage that arises during the first 15 months following the Eurosystem’s notifica- tion of its readiness to fulfil synchronisation point 8 (Start Bilateral Interoperability Test- ing) according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring). 9. If loss or damage to the Eurosystem results from a delay of the Contracting CSD in meet- ing its applicable synchronisation point 16 (Ready for Migration) according to Annex 9 to Schedule 2 (T2S Programme Planning and Monitoring), the liability of the Contracting CSD shall, without prejudice to paragraph 1, not apply to a loss or damage that arises dur- ing the first 12 months of such delay. After this period, the Eurosystem’s damage shall be equal to the T2S fees that the Contracting CSD could be reasonably expected to pay during the time of its delay. The Contracting CSD’s expected T2S fees shall be determined as fol- lows: daily average number of securities instructions that the Contracting CSD settled in its legacy settlement infrastructure during the 12-months period preceding the Contracting CSD’s synchronisation point 15 according to Annex 9 of Schedule 2 (T2S Programme Planning and Monitoring) multiplied by the relevant T2S prices indicated in T2S Price List multiplied by the number of days in delay. 10. The procedures for the exercise, allocation and payment of liability claims are detailed in Section 1 of Schedule 13 (Procedure for payment of claims). 11. The right of either Party to claim damages pursuant to this Article is excluded to the extent that the Party is entitled to claim financial compensation in accordance with Article 40 for the same event. 12. For the avoidance of doubt, the circumstances specified in Article 34(1) apply as grounds for exclusion of the liability under this Article.7 intentionally left blank;