Common use of LIMITATION OF LIABILITY AND INSURANCE Clause in Contracts

LIMITATION OF LIABILITY AND INSURANCE. 5.1 LRA / FIDELITY gives no guarantee that its personnel will be able to prevent or minimise loss, damage or injury to the Client. 5.2 The services as set out in this agreement shall be provided at the Client’s risk and LRA / FIDELITY shall not be liable to the Client for any loss or damage of whatsoever nature suffered by the Client as a result of the performance by FIDELITY of the service, save where such loss or damage is as a direct result of the gross negligence of FIDELITY or its employees, performing the service, in the course and scope of employment. Under no circumstances shall FIDELITY be liable for consequential loss or damages. In all instances, FIDELITY’S liability shall be limited to an amount of R100 000 (one hundred thousand Rand) per event, with an aggregate of R500 000 (five hundred thousand Rand) any one year. 5.3 FIDELITY accepts no liability for any loss or damage whatsoever which arises out of or in connection with any of the following occurrences, namely: 5.3.1 any circumstances beyond the reasonable control of FIDELITY. 5.3.2 a criminal act or dishonesty on the part of the Client or any of its employees. 5.3.3 directly or indirectly as a result of any act or omission by the Client, its employees or agents, or any breach by the Client of any of these terms and conditions or any other measures laid down from time to time by FIDELITY and agreed to by the Client. 5.4 The Client undertakes to inform LRA / FIDELITY in writing within 24 (twenty four) hours of discovery of a loss, and shall make available to LRA / FIDELITY any records or other evidence, which may assist LRA / FIDELITY in the investigation of such loss and shall allow LRA / FIDELITY to take statements from its employees and agents. 5.5 In no case whatsoever shall FIDELITY be liable to pay any claim for any loss or damage after the expiry of 6 (six) months from the happening of the loss or damage, unless summons has been issued and served on FIDELITY within that period. In addition, FIDELITY shall not be liable for any loss or damage if any service fees due on the date of the event, giving rise to the claim were unpaid at that date.

LIMITATION OF LIABILITY AND INSURANCE. 5.1 LRA / FIDELITY gives no guarantee that its personnel 9.1 Pearson will be able to prevent or minimise loss, damage or injury to the Client. 5.2 The services as set out in this agreement shall be provided at the Client’s risk and LRA / FIDELITY shall not be liable to the Client for any special, indirect, consequential or incidental damages (including damages for loss of use) arising in contract, tort or damage otherwise from your (or your Users’) use of whatsoever nature suffered by the Client or inability to use Cogmed, or from any action taken (or refrained from being taken) as a result of the performance by FIDELITY of the service, save where such loss or damage is as a direct result of the gross negligence of FIDELITY or its employees, performing the service, in the course and scope of employment. Under no circumstances shall FIDELITY be liable for consequential loss or damages. In all instances, FIDELITY’S liability shall be limited to an amount of R100 000 (one hundred thousand Rand) per event, with an aggregate of R500 000 (five hundred thousand Rand) any one yearusing Cogmed. 5.3 FIDELITY accepts 9.2 You acknowledge that we have no liability for any loss loss, claim or damage whatsoever which arises suffered by or made against you or your Users as a result of any unauthorised access to Cogmed through your server/internal network or breach by any of you, your Users or other parties of the terms of your Contract. 9.3 You acknowledge that we have no liability for any injury, direct or indirect, caused by a violation of the Cogmed training method instructions and/or warnings contained in the Cogmed Materials. 9.4 You must defend, indemnify and hold Pearson and its directors, officers, agents and employees (“the Indemnified Parties”) harmless, at your expense, from and against any actions, proceedings, claims, demands, awards, liabilities, judgements, obligations, fines, penalties, losses, damages, costs, settlement amounts and expenses (including without limitation legal fees) imposed upon or incurred by the Indemnified Parties arising out of or in connection with any of the following occurrences, namely: 5.3.1 any circumstances beyond the reasonable control of FIDELITY. 5.3.2 a criminal act or dishonesty on the part of the Client or any of its employees. 5.3.3 directly or indirectly as a result of any act or omission by the Client, its employees or agents, or with: (i) any breach by you of the Client Contract; and (ii) any negligent or fraudulent acts or omissions of any of these terms and conditions your directors, officers, employees, agents or any other measures laid down from time to time by FIDELITY and agreed to by the Clientcontractors. 5.4 The Client undertakes to 9.5 You must promptly inform LRA / FIDELITY in writing within 24 (twenty four) hours of discovery of a loss, and shall make available to LRA / FIDELITY any records or other evidence, which may assist LRA / FIDELITY Pearson in the investigation event of any claim by a third party received by you in relation to Xxxxxx and will comply with Xxxxxxx’x reasonable requests in relation to such loss claim. In the event that the Indemnified Parties may be entitled to indemnification, Pearson will give you prompt written notice and shall allow LRA / FIDELITY will permit you to take statements from assume the defence of the claim. Pearson will have the right to participate in the defence of the claim at its employees and agentscost. You must not settle any claim without the prior written consent of Pearson which will not be unreasonably withheld. 5.5 In no case whatsoever shall FIDELITY be liable to pay any claim 9.6 Throughout the term of the Contract and for a period of 3 years after its expiration or termination for any loss reason, you must maintain general liability insurance on an occurrence basis with a minimum limit of $3,000,000. Such insurance must have policy limits of no less than $1,000,000 per occurrence for death or damage after the expiry of 6 (six) months from the happening of the loss or damage, unless summons has been issued personal injury and served on FIDELITY within that period. In addition, FIDELITY shall not be liable for any loss or damage if any service fees due on the date of the event, giving rise to the claim were unpaid at that date$3,000,000 aggregate liability per year.

LIMITATION OF LIABILITY AND INSURANCE. 5.1 LRA / FIDELITY gives no guarantee that Nothing in this Agreement shall exclude or restrict the liability of either Party: for death or personal injury resulting from its personnel will negligence; for fraud or fraudulent misrepresentation; or in any other circumstances where liability may not be able limited or excluded under any applicable law. Nothing in this Agreement shall exclude or restrict the liability of the Supplier under Clause 12.3 or Clause 13.1. Subject to prevent or minimise lossClauses 14.1, damage or injury 14.2 and 14.7, the total liability of the Supplier under this Agreement shall be limited in aggregate to the Client. 5.2 The services as set out in greater of (i) £5,000,000 (five million pounds) or 125% (one hundred and twenty five percent) of the total sums paid or payable by the Authority to the Supplier for the Products. Where any sums are refunded or due for refund by the Supplier pursuant to Clause 4.4 or Clause 11.2: (i) such refund shall not reduce the amount of the limit of liability of the Supplier under this agreement shall be provided at Clause 14.3; and (ii) the Client’s risk and LRA / FIDELITY sum received by the Authority by way of refund shall not be liable taken into account in calculating whether any such limit has been reached. The Authority shall promptly after receipt of any claim or notification of other circumstances to which an indemnity in this Agreement may apply, notify the Supplier of such fact and the Supplier shall assume the defence of any relevant claim or legal proceedings and the Authority shall provide the Supplier with all reasonable cooperation requested by the Supplier subject to the Client Supplier reimbursing the Authority’s reasonable costs incurred in providing such cooperation; provided, however, that if the defendants in any such action include both of the Parties and/or both the Supplier and an Administering Entity and the Authority and/or the relevant Administering Entity have reasonably concluded that there may be defences available to it which are different from, additional to or inconsistent with those available to the Supplier, the Authority and/or the Administering Entity shall have the right to select separate counsel to participate in the defence of such action on behalf of the Authority or the relevant Administering Entity. In defending any legal proceedings under this Clause the Supplier: shall use appropriately experienced lawyers; shall defend any relevant claim robustly and expeditiously; and shall not make an admission of liability or settle any relevant claim unless the admission or settlement is advised by the lawyer acting in defence of such claim and the Authority has provided its written consent to such admission or settlement, such consent not be unreasonably withheld or delayed. The Supplier shall insure with a reputable commercial insurer against its liability under Clauses 12.3 and 13.1 with a minimum limit of indemnity of £5 million per annum or such other sum as may be agreed between the Authority and the Supplier in writing; or to the extent such arrangements have been approved by the Authority in advance, self insure against its liability under Clauses 12.3 and 13.1 with a minimum indemnity provision of £5 million per annum or such other sum as may be agreed between the Authority and the Supplier in writing. In exercising any right to recover any sums in relation to any claims, liabilities, losses, damages, costs and expenses from the Supplier under any indemnity contained in this Agreement, such sums shall be reduced to the extent only that the Authority or any Administering Entity has not taken reasonable steps within its reasonable control to mitigate such claims, liabilities, losses, damages, costs or expenses and the direct effect of not taking such steps has been the inflation of such sums. Where the Authority has a right to invoice the Supplier for any loss or damage sums under this Agreement, prior to issuing such invoice, the Authority shall notify the Supplier of whatsoever nature suffered the value of such invoice to allow the Supplier an opportunity to raise any questions the Supplier may have in relation to such sums. Any disputes relating to such sums payable by the Client as a result Supplier in accordance with this Agreement must be raised by the Supplier within 10 calendar days of such notification and shall be dealt with in accordance with Clause 16. In the performance event that the total sums paid or payable by FIDELITY the Authority to the Supplier for the Products exceeds or will exceed £50,000,000 (fifty million pounds) the figure of the service, save where such loss or damage is as a direct result of the gross negligence of FIDELITY or its employees, performing the service, 125% at Clause 14.3 shall be deemed to have been deleted and replaced with 115% and in the course and scope of employment. Under no circumstances shall FIDELITY be liable event that the total sums paid or payable by the Authority to the Supplier for consequential loss the Products exceeds or damages. In all instances, FIDELITY’S liability shall be limited to an amount of R100 000 will exceed £100,000,000 (one hundred thousand Randmillion pounds) per event, the figure of 125% or 115% at Clause 14.3 shall be deemed to have been deleted and replaced with an aggregate of R500 000 (five hundred thousand Rand) any one year105%. 5.3 FIDELITY accepts no liability for any loss or damage whatsoever which arises out of or in connection with any of the following occurrences, namely: 5.3.1 any circumstances beyond the reasonable control of FIDELITY. 5.3.2 a criminal act or dishonesty on the part of the Client or any of its employees. 5.3.3 directly or indirectly as a result of any act or omission by the Client, its employees or agents, or any breach by the Client of any of these terms and conditions or any other measures laid down from time to time by FIDELITY and agreed to by the Client. 5.4 The Client undertakes to inform LRA / FIDELITY in writing within 24 (twenty four) hours of discovery of a loss, and shall make available to LRA / FIDELITY any records or other evidence, which may assist LRA / FIDELITY in the investigation of such loss and shall allow LRA / FIDELITY to take statements from its employees and agents. 5.5 In no case whatsoever shall FIDELITY be liable to pay any claim for any loss or damage after the expiry of 6 (six) months from the happening of the loss or damage, unless summons has been issued and served on FIDELITY within that period. In addition, FIDELITY shall not be liable for any loss or damage if any service fees due on the date of the event, giving rise to the claim were unpaid at that date.