Limitation of Liability and Indemnities. 31.1. Unless otherwise specified in this Agreement, this Agreement does not limit or exclude any liability incurred as a result of fraud, wilful default or dishonesty by TD365.
31.2. We shall not be liable to you or any person for any Loss (including any incidental, indirect or consequential Loss) whether arising out of negligence, breach of contract, misrepresentation or breach of applicable laws or regulations, incurred or suffered by you under or in connection with this Agreement, any Order or CFD Transaction or any of our dealings with you (including any Order not accepted by us) and irrespective of whether or not you or any other person have been informed of the possibility of such Loss. Without limiting the generality of the foregoing, under no circumstances will we be liable to you or any person for any indirect, consequential, special or exemplary loss or damage including any loss of profits, loss of goodwill, loss of business opportunity or reputational damage.
31.3. We shall not be liable for any Loss suffered or incurred by you as a result of any error in any Order, instruction or information given by you or an Authorised Person, as a result of us acting on any Order or instruction which is, or appears to be, from such Authorised Person.
31.4. You agree to fully indemnify TD365 and its affiliates (and in respect of each, their respective officers and employees) on demand against any and all liabilities, costs, claims, damages and expenses of any nature whatsoever which we or our affiliates (or in respect of each, their respective officers and employees) may suffer or incur directly or indirectly (including those incurred to an Exchange, clearing house or other regulatory authority) as a result, or in connection with, or arising out of: i this Agreement and any other agreement between the Client and TD365 or our affiliates; ii any CFD Transaction effected with you or on instructions by you or an Authorised Person, iii without limiting the foregoing, any breach by you of your obligations under this Agreement or any CFD Transaction; iv any representation or warranty by you or an Authorised Person proving to be incorrect in any material respect when made or repeated, or deemed to have been made or repeated; and v any claims, actions, proceedings or investigations arising out of or in connection with this Agreement or any CFD Transaction hereunder.
31.5. You acknowledge and agree that there are significant risks in trading through computer and teleco...
Limitation of Liability and Indemnities. 10.1 Notwithstanding anything to the contrary contain in this Agreement, the Customer shall have no claim against FFB for any loss or damages, of any nature, occasioned by any defect in any Product supplied, or any failure to provide adequate instructions in respect of any hazards that might arise from the use or incorrect use of the Product, save to the extent that FFB is necessarily liable for such loss or damages in terms of Section 61 of the CPA, as applicable to both Exempt and Non-Exempt Customers, or any other provision of the CPA as applicable to Non-Exempt Customers.
10.2 FFB shall not be liable for any damages to Product caused by improper or inadequate storage, improper handling, tampering with such Product by parties not authorised thereto by FFB; any negligence of the Customer or a third party in the use and/or storage of the Product; and/or the use of the Product by the Customer or any third party in applications for which they are not recommended or intended; save to the extent that FFB is necessarily liable for such loss or damage in terms of the CPA to the extent that it is applicable. The Customer hereby indemnifies and holds FFB harmless to the full extent allowed in law against all or any claims by any person for any damages, real or alleged, as contemplated in this clause 10.2, save where the Customer is a Non-Exempt Customer and where such liability is incurred by FFB to third parties as contemplated in Regulation 44(3)(e) of the CPA.
10.3 To the fullest extent possible in law, FFB shall not, under any circumstances, be liable for any indirect or consequential losses or damages suffered by the Customer in the purchase, storage, sale, distribution or use of the Product, subject to Section 61 of the CPA as applicable to both Exempt and Non-Exempt Customers, or any other provision of the CPA as applicable to Non-Exempt Customers.
10.4 The Parties agree that notwithstanding anything to the contrary contained in the Agreement, the total cumulative amount of any and all claims, which the Customer may have against FFB arising out of this Agreement shall be limited to an amount not exceeding twice the amount of the Credit Limit granted to the Customer by FFB from time to time except to the extent that such limitation may be construed as unlawfully infringing Section 61 of the CPA as applicable to both Exempt and Non-Exempt Customers, or any other provision of the CPA as applicable to Non-Exempt Customers or any other law in the Republic of So...
Limitation of Liability and Indemnities. 8.1 Neither we nor our nominees, agents, representatives, correspondents or attorneys shall be liable to you for any act, delay or failure to act on our part and/or the part of our nominees, agents, representatives, correspondents or attorneys, in respect of the Charged Property. In particular and without limitation to the generality of the foregoing, neither we or our nominees, agents, representatives, correspondents or attorneys shall be liable for any loss or damage howsoever arising from, through or occasioned by any of the following:
8.1.1 the giving of or failure to give instructions of any sort for whatever purpose; or
8.1.2 any computer breakdown or malfunction (whether in our settlement system and/or clearance system and/or the settlement system and/or clearance system of our nominees, agents, representatives, correspondents or attorneys and/or in a central depository or depository agent (including our Affiliates)).
8.2 Without prejudice to the provisions of this Clause, General Terms 5.4 to 5.8 of the Private Client Terms shall be applicable to this Security Agreement and shall be incorporated in this Security Agreement as if it had been set out in full herein mutatis mutandis.
8.3 You shall indemnify and hold us and our agents, representatives, correspondents or attorneys harmless against all liabilities (except when such liabilities arise out of the fraud, gross negligence or wilful default of us or our employees) legal costs and expenses, on a full indemnity basis, which may be incurred, sustained or arise in respect of non-performance or non-observance of any of your undertakings or agreements contained herein or in respect of anything done or omitted relating in any way whatsoever to this Security Agreement or the Charged Property.
8.4 We may retain and pay out of any money in our possession all sums necessary to effect the indemnities contained in this Clause 8 and all sums payable by you under this Clause 8 shall form part of the monies hereby secured.
Limitation of Liability and Indemnities. 13.1 Save as provided in Clauses 13.2 and 13.4, and subject to Clause 13.8, no Provider or its Affiliates or any of their respective directors, officers or employees or any of the heirs, executors, successors and or assigns of any of the foregoing (each, a “Provider Indemnified Party”) shall have any liability in contract, tort or otherwise to the Recipient or its Affiliates or Representatives for or in connection with any Services rendered or to be rendered by any Provider Indemnified Party pursuant to this Agreement, (ii) the transactions contemplated by this Agreement or (iii) any Provider Indemnified Party’s actions or inactions in connection with any such Services or
Limitation of Liability and Indemnities. 13.1 Any and all disputes between you and a Cardholder or another person relating to the receipt, quality, price or satisfaction of goods or services furnished by you or any act or omission of you arising out of a Transaction (unless the amount of such Transaction has not been credited to your Account by us or has been charged back to you), must be handled directly by you without any liability to us.
13.2 We will not be responsible for any claims, suits damages, losses, costs and expenses incurred directly or indirectly by you (unless resulting from our gross negligence or willful misconduct) resulting from:
(a) the installation, operation, failure to operate, or maintenance of Electronic Commerce Facilities or other equipment or services;
(b) breakdown of or interruption of services in telecommunication lines;
(c) errors in messages transmitted through Electronic Commerce Facilities or other equipment or services;
(d) transactions submitted electronically to us and data produced using information transmitted through Electronic Commerce Facilities or other equipment or services;
(e) any failure or delay in the performance of any of the services;
(f) unauthorized or fraudulent use of or errors in the use of Electronic Commerce Facilities, or other equipment or services and any resulting unauthorized, fraudulent or erroneous Transactions; or
(g) your failure to receive any Communications under Section 17.8.
13.3 We are not responsible for equipment or services provided by third parties, including software vendors, Internet service providers, other providers of services in respect of Electronic Commerce Facilities, third party processors, providers of other equipment and services. Any approval by us of any such third party or certification of such equipment or services is for our own purposes and does not constitute a representation or warranty with respect to the third party or its equipment or services. You will not make any representation that we or a Payment Card Network endorse or certify such equipment or services.
13.4 You will indemnify and hold us harmless from and against any and all claims, suits, damages, losses, fines, penalties (including fines, penalties, and other charges by Payment Card Networks), costs and expenses (including legal fees) incurred directly or indirectly by us or a third party resulting from:
(a) all claims of any kind by any Cardholder arising out of any Transaction;
(b) your failure or the failure of your employees or agents...
Limitation of Liability and Indemnities. 8.1 The Licensor shall not be liable to you, your employees, agents or sub-contractors or any third party for any loss or damage of whatsoever nature and howsoever arising (including consequential, indirect, punitive, special or incidental loss or damage which shall include but shall not be limited to loss of property or loss of profit, business, goodwill, revenue or anticipated savings) or any costs, claims or demands of whatsoever nature and howsoever arising, whether out of breach of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability, in delict or otherwise, whether asserted against the Licensor or against you by any third party and whether based on or in relation to this Agreement, the Licensed Software, or any services undertaken under or in connection with this Agreement or the Licensed Software, the rendering or non-rendering of such services, their withdrawal or suspension, or otherwise.
8.2 Without limiting the ambit of clause 8.1 in any way, the Licensor shall in particular not be liable to you for damage sustained by you as a result of:
8.2.1 incompatibility between the Licensed Software (or any Upgrades and / or Enhancements thereto) and any other Software, including the version of Microsoft Excel installed on your computer or those of your employees;
8.2.2 loss or corruption of your data;
8.2.3 incorrect data or results being provided by the Licensed Software, whether through a Function or otherwise; or
8.2.4 Any failure of the secure connection between the Licensed Software and the Licensor used for Upgrades and / or Enhancements and the transmission of other data.
8.3 You indemnify the Licensor against any and all liability or loss (including legal costs on the scale as between attorney and own client and any additional legal costs) relating to or arising from any action, claim, suit or demand by any third party against the Licensor relating to or arising from this Agreement or your installation, use, reproduction, propagation or deletion of the Licensed Software, including without limitation the situations set out below:
8.3.1 Where your employer is not party to this Agreement, and it suffers any loss as a result of your installation, use, reproduction, propagation or deletion of the Licensed Software in the course and scope of your employment.
8.3.2 Where you cause any loss or unlawful disclosure of the Third Party Data or any infringement of any Intellectual Property Rights relating thereto.
8...
Limitation of Liability and Indemnities. 19.1 Except as expressly provided in this Agreement, there are no representations or warranties, express or implied, statutory or otherwise, relating to the subject matter of the License Grant, the RDT IP, and the Equipment, including, without limitation, any implied warranty of merchantability or fitness for any particular purpose. Licensee assumes all risk and liability for any loss, damage or injury resulting from its exercise of the License Grant.
19.2 NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXAMPLARY DAMAGES OR OTHER SIMILAR DAMAGES NOR FOR ANY LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF SAVINGS, OR LOSS OF BUSINESS, WHETHER UNDER TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), CONTRACT OR OTHER THEORIES OF RECOVERY, EVEN IF IT WAS OR SHOULD HAVE BEEN AWARE OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19.3 Licensor hereby agrees to defend, indemnify and hold harmless Licensee, its Affiliates and their respective officers, directors, agents and employees from any and all any loss, damage, liability, demand, lawsuit, debt, charge, action, penalty, interest, claim, cost, tax or expense whatsoever, including without limitation any and all out-of-pocket costs and actual legal and accounting Service Fees, indemnities, duties, accounts, bonds, covenants, claims over, claims for contribution or indemnity, warranties, either at law or in equity that may at any time be incurred by any of them by reason of any third party claims, actions, suits or proceedings relating to or arising out of: (i) Licensor's act, omission, negligence, default or fraudulent actions and (ii) the Licensor's use, or alleged use, of the RDT IP.
19.4 Licensee hereby agrees to defend, indemnify and hold harmless RDT, its Affiliates and their respective officers, directors, agents and employees from any and all any loss, damage, liability, demand, lawsuit, debt, charge, action, penalty, interest, claim, cost, tax or expense whatsoever, including without limitation any and all out-of-pocket costs and actual legal and accounting Service Fees, indemnities, duties, accounts, bonds, covenants, claims over, claims for contribution or indemnity, warranties, either at law or in equity that may at any time be incurred by any of them by reason of any third party claims, actions, suits or proceedings relating to or arising out of: (i) Licensee's act, omission, negligence, default, or fraudulent actions; and (ii) any non-compliance of Licensee w...
Limitation of Liability and Indemnities. Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, or for death or personal injury caused by its negligence. Subject to the above:
(a) UKUS’s maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the higher of (i) the total fees payable to UKUS hereunder during the preceding 12 months; and (ii) £25,000.
(b) UKUS will not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract of otherwise, whether or not such loss or damage is foreseeable, foreseen or known. The parties agree that any condition, warranty representation or other term concerning the performance of the Services which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law. The Client shall indemnify UKUS, any Associated Company (as defined in Clause 10.10), it’s and their officers, directors, employees and agents from and against any and all costs, claims, demands, liabilities, damages, expenses and losses (including without limitation indirect and consequential losses, loss of profit, loss of revenue and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) incurred of suffered by UKUS as a result of:
(a) the Client’s breach of Clause 3.1 and/or 4.2;
(b) the investigation of, preparation for or defence of, any pending or threatened litigation or claim by any third party in connection with this Agreement, the Services or the relationship between the parties; and
(c) the Client’s negligence, recklessness or fraud (or that of any of its officers, employees, sub-contractors or agents).
Limitation of Liability and Indemnities. Clause 10.1 is a full indemnity given by the Company covering any loss or liabilities of the Club arising from the provision of the coaching. Clause 10.5 restricts any liability of the Club to the value of the Fees paid under the Agreement and clause 10.2 provides the opportunity for the Club to insert a limit for the liability of the Company. It is entirely between the Club and the Company to agree an appropriate limit, but often this will be equal to the maximum insurance cover under the Company’s insurance policies.
Limitation of Liability and Indemnities. 10.1 The Company shall indemnify and hold the Club harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) howsoever caused awarded against, or incurred or paid by, the Club as a result of or in connection with:
(a) 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 provision of the Coaching; or
(b) any claim made against the Club in respect of any liability, loss, damage, injury, cost or expense sustained by the Club’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 Coaching as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of this Agreement by the Company.
10.2 The Company shall further indemnify and keep indemnified against any Liability the Club suffers as a result of any claim that the Coach or any Replacement Coach is an employee of the Club.
10.3 Subject to clause 10.3 below, the Company’s total liability to the Club under this Agreement shall not exceed [£ ] per claim or [£ ] in aggregate.
10.4 Nothing in this Agreement shall exclude or limit the Company’s liability for death or injury caused by its negligence.
10.5 The liability of the Club in respect of all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, the Company and arising out of this Agreement shall be limited to the amount of the Fees.
