LIMITATIONS ON LIABILITY Unlimited liabilities. a. Neither Party limits its liability for: (1) death or personal injury caused by its negligence, or that of its employees, agents or sub- contractors (as applicable); (2) fraud or fraudulent misrepresentation by it or its employees; (3) breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (4) any liability to the extent it cannot be limited or excluded by law. b. The financial caps on the Contractor's liability set out in Clause d. below shall not apply to the following: (1) for any indemnity given by the Contractor to the Authority under this Contact, including but not limited to [the Commercial Officer must include all Indemnities that are included in the Contract]]; (2) The Contractor's indemnity in relation to DEFCON 91 (Intellectual Property in Software) and condition 13 (Third Party IP – Rights and Restrictions); (3) The Contractor's indemnity in relation to TUPE at Schedule [(TUPE)]; (4) Breach by the Contractor of DEFCON 532A Data Protection Legislation; c. The financial caps on the Authority's liability set out in Clause d. below shall not apply to the following: (1) For any indemnity given by the Authority to the Contractor under this Contract, including but not limited to DEFCON 514A and condition 18; and (2) The indemnity given by the Authority in relation to TUPE under Schedule [(TUPE)] shall be unlimited; and d. Subject to Clauses a. and b. and to the maximum extent permitted by Law: (1) The Contractor's total liability in respect of losses that are caused by Defaults of the Contractor shall in no event exceed: (i) In respect of DEFCON 76 (SC2 11/17) [£ five Million pounds] £ 5,000,000.00 in aggregate; (ii) In respect of condition 43.b [£ five Million pounds] £5,000,000.00 in aggregate (iii) In respect of DEFCON 611 (SC2 02/16) £ five million pounds] £ 5,000,000.00 in aggregate; and (iv) In respect of condition 28d £ five Million pounds £ 5,000,000.00 in aggregate; (2) without limiting Clause d(1) and subject always to Clauses a, b and d(3), the Contractor's total liability throughout the Term in respect of all other liabilities (but excluding any Service Credits paid or payable in accordance with [ insert cross reference to service credit/performance provisions ] and [insert cross reference to any other relevant provisions], whether in contract, in tort (including negligence), arising under warranty, under statute or otherwise under or in connection with this Contract shall be [£ five million pounds] £5,000,000.00 in aggregate. (3) on the exercise of any and, where more than one, each option period or agreed extension to the Term, the limitation of the Contractor's total liability (in aggregate) set out in Clauses d(1) and d(2) above shall be fully replenished such that on and from each such exercise or extension of the Term, the Authority shall be able to claim up to the full value of the limitation set out in Clauses d(1) and d(2) of this Contract. e. Subject to Clauses a, c and f, and to the maximum extent permitted by Law the Authority's total liability aggregate) whether in contract, in tort (including negligence), under warranty, under statute or otherwise under or in connection with this Contract shall in respect of all liabilities (taken together) be limited to the Charges paid by the Authority in the relevant Contract Year in respect of any and all claims in that Contract Year. f. Clause e. shall not exclude or limit the Contractor's right under this Contract to claim for this Charges.
Appears in 1 contract
Samples: Contract
LIMITATIONS ON LIABILITY Unlimited liabilities. a. Neither Party limits its liability for:
(1) death or personal injury caused by its negligence, or that of its employees, agents or sub- contractors (as applicable);
(2) fraud or fraudulent misrepresentation by it or its employees;
(3) breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 Xxx 0000 or section 2 of the Supply of Goods and Services Act 1982Xxx 0000; or
(4) any liability to the extent it cannot be limited or excluded by law.
b. The financial caps on the Contractor's liability set out in Clause d. below shall not apply to the following:
(1) for any indemnity given by the Contractor to the Authority under this Contact, including but not limited to [the Commercial Officer must include all Indemnities that are included in the Contract]];
(2) The Contractor's indemnity in relation to DEFCON 91 (Intellectual Property in Software) and condition 13 (Third Party IP – Rights and Restrictions);
(3) The Contractor's indemnity in relation to TUPE at Schedule [(TUPE)];
(4) Breach by the Contractor of DEFCON 532A Data Protection Legislation;
c. The financial caps on the Authority's liability set out in Clause d. below shall not apply to the following:
(1) For any indemnity given by the Authority to the Contractor under this Contract, including but not limited to DEFCON 514A and condition 18; and
(2) The indemnity given by the Authority in relation to TUPE under Schedule [(TUPE)] shall be unlimited; and
d. Subject to Clauses a. and b. and to the maximum extent permitted by Law:
(1) The For Phase 1 the Contractor's total liability in respect of losses that are caused by Defaults of the Contractor shall in no event exceed:
(i) In respect of DEFCON 76 (SC2 11/17) [£ five Million £zero pounds] £ 5,000,000.00 0 in aggregate;
(ii) In respect of condition 43.b 2i [£ five Million hundred thousand pounds] £5,000,000.00 (£ 500,000.00 in aggregate;
(iii) In respect of DEFCON 611 (SC2 02/16) [£ five million zero pounds] £ 5,000,000.00 0 in aggregate; and
(iv) In respect of condition 28d 12b £ five Million zero pounds £ 5,000,000.00 0 in aggregate;
(2) without limiting Clause d(1) and subject always to Clauses a, b and d(3), the Contractor's total liability throughout the Term in respect of all other liabilities (but excluding any Service Credits paid or payable in accordance with [ insert cross reference to service credit/performance provisions ] and [insert cross reference to any other relevant provisions], whether in contract, in tort (including negligence), arising under warranty, under statute or otherwise under or in connection with this Contract shall be [£ four million and five million hundred thousand pounds] £5,000,000.00 4,500,000.00 in aggregate.
(3) on the exercise of any and, where more than one, each option period or agreed extension to the Term, the limitation of the Contractor's total liability (in aggregate) set out in Clauses d(1) and d(2) above shall be fully replenished such that on and from each such exercise or extension of the Term, the Authority shall be able to claim up to the full value of the limitation set out in Clauses d(1) and d(2) of this Contract.
e. Subject to Clauses a, c, c (3) and f, and to the maximum extent permitted by Law the Authority's total liability aggregate) whether in contract, in tort (including negligence), under warranty, under statute or otherwise under or in connection with this Contract shall in respect of all liabilities (taken together) be limited to the Charges paid by the Authority in the relevant Contract Year in respect of any and all claims in that Contract Year.
f. Clause e. shall not exclude or limit the Contractor's right under this Contract to claim for this Charges.
g. Subject to Clauses a, b and h, neither Party shall be liable to the other Party or to any third party, whether in contract (including under any warranty), in tort (including negligence), under statute or otherwise for or in respect of:
(1) indirect loss or damage;
(2) special loss or damage;
(3) consequential loss or damage;
(4) loss of profits (whether direct or indirect);
(5) loss of turnover (whether direct or indirect);
(6) loss of business opportunities (whether direct or indirect); or
(7) damage to goodwill (whether direct or indirect), even if that Party was aware of the possibility of such loss or damage to the other Party.
h. The provisions of Clause g. shall not restrict the Authority's ability to recover any of the following losses incurred by the Authority to the extent that they arise as a result of a Default by the Contractor:
(1) any additional operational and administrative costs and expenses arising from the Contractor's Default, including any costs paid or payable by the Authority:
(i) to any third party;
(ii) for putting in place workarounds for the Contractor Deliverables and other deliverables that are reliant on the Contractor Deliverables; and
(iii) relating to time spent by or on behalf of the Authority in dealing with the consequences of the Default;
(2) any or all wasted expenditure and losses incurred by the Authority arising from the Contractor's Default, including wasted management time;
(3) the additional cost of procuring and maintaining in place transitional assistance and replacement deliverables for the remainder of the Term and any option period or agreed extension to the Term (including legal and other consultants' fees, re-procurement project costs, other expenses associated with such exercise and any increase in the fees for the replacement services over and above the Contract Price that would have been payable for the relevant Contractor Deliverables);
(4) any losses arising in connection with the loss, destruction, corruption, inaccuracy or degradation of Authority data, or other data or software, including, to the extent the Authority data, other data or software can be recovered or reconstituted, the fees, costs and expenses of reconstituting such Authority data, data or software;
(5) damage to the Authority's physical property and tangible assets, including damage under DEFCONs 76 (SC2 11/17) and 611 (SC2 02/16);
(6) costs, expenses and charges arising from, or any damages, account of profits or other award made for, infringement of any third-party Intellectual Property Rights or breach of any obligations of confidence;
(7) any additional costs incurred by the Authority in relation to the Authority's contracts with a third party (including any compensation or interest paid to a third party by the Authority) as a result of the Default (including the extension or replacement of such contracts);
(8) any fine or penalty incurred by the Authority pursuant to Law and any costs incurred by the Authority in defending any proceedings which result in such fine or penalty; or
(9) any savings, discounts or price reductions during the Term and any option period or agreed extension to the Term committed to by the Contractor pursuant to this Contract.
Appears in 1 contract
Samples: Contract
LIMITATIONS ON LIABILITY Unlimited liabilities. a. Neither Party limits its liability for:
(1) death or personal injury caused by its negligence, or that of its employees, agents or sub- contractors (as applicable);
(2) fraud or fraudulent misrepresentation by it or its employees;
(3) breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(4) any liability to the extent it cannot be limited or excluded by law.
b. The financial caps on the Contractor's liability set out in Clause d. below shall not apply to the following:
(1) for any indemnity given by the Contractor to the Authority under this Contact, including but not limited to [the Commercial Officer must include all Indemnities that are included in the Contract]];
(2) The Contractor's indemnity in relation to DEFCON 91 (Intellectual Property in Software) and condition 13 (Third Party IP – Rights and Restrictions);
(3) The Contractor's indemnity in relation to TUPE at Schedule [(TUPE)];
(4) Breach by the Contractor of DEFCON 532A Data Protection Legislation;
c. The financial caps on the Authority's liability set out in Clause d. below shall not apply to the following:
(1) For any indemnity given by the Authority to the Contractor under this Contract, including but not limited to DEFCON 514A and condition 18; and
(2) The indemnity given by the Authority in relation to TUPE under Schedule [(TUPE)] shall be unlimited; and
d. Subject to Clauses a. and b. and to the maximum extent permitted by Law:
(1) The Contractor's total liability in respect of losses that are caused by Defaults of the Contractor shall in no event exceed:
(i) In respect of DEFCON 76 (SC2 11/17) [£ five Million pounds] £ 5,000,000.00 in aggregate;
(ii) In respect of condition 43.b [£ five Million pounds] £5,000,000.00 in aggregate
aggregate (iii) In respect of DEFCON 611 (SC2 02/16) [£ five million Million pounds] £ 5,000,000.00 in aggregate; and
(iv) In respect of condition 28d £ five Million pounds £ 5,000,000.00 in aggregate;
(2) without limiting Clause d(1) and subject always to Clauses a, b and d(3), the Contractor's total liability throughout the Term in respect of all other liabilities (but excluding any Service Credits paid or payable in accordance with [ insert cross reference to service credit/performance provisions ] and [insert cross reference to any other relevant provisions], whether in contract, in tort (including negligence), arising under warranty, under statute or otherwise under or in connection with this Contract shall be [£ five million pounds] £5,000,000.00 in aggregate.
(3) on the exercise of any and, where more than one, each option period or agreed extension to the Term, the limitation of the Contractor's total liability (in aggregate) set out in Clauses d(1) and d(2) above shall be fully replenished such that on and from each such exercise or extension of the Term, the Authority shall be able to claim up to the full value of the limitation set out in Clauses d(1) and d(2) of this Contract.
e. Subject to Clauses a, c and f, and to the maximum extent permitted by Law the Authority's total liability aggregate) whether in contract, in tort (including negligence), under warranty, under statute or otherwise under or in connection with this Contract shall in respect of all liabilities (taken together) be limited to the Charges paid by the Authority in the relevant Contract Year in respect of any and all claims in that Contract Year.
f. Clause e. shall not exclude or limit the Contractor's right under this Contract to claim for this Charges.
Appears in 1 contract
Samples: Intelligent Ship Phase 3 Contract
LIMITATIONS ON LIABILITY Unlimited liabilities. a. Neither Party limits its liability for:
(1) death or personal injury caused by its negligence, or that of its employees, agents or sub- contractors (as applicable);
(2) fraud or fraudulent misrepresentation by it or its employees;
(3) breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(4) any liability to the extent it cannot be limited or excluded by law.
b. The financial caps on the Contractor's liability set out in Clause d. below shall not apply to the following:
(1) for any indemnity given by the Contractor to the Authority under this Contact, including but not limited to [the Commercial Officer must include all Indemnities that are included in the Contract]];
(2) The Contractor's indemnity in relation to DEFCON 91 (Intellectual Property in Software) and condition 13 (Third Party IP – Rights and Restrictions);
(3) The Contractor's indemnity in relation to TUPE at Schedule [(TUPE)];
(4) Breach by the Contractor of DEFCON 532A Data Protection Legislation;
c. The financial caps on the Authority's liability set out in Clause d. below shall not apply to the following:
(1) For any indemnity given by the Authority to the Contractor under this Contract, including but not limited to DEFCON 514A and condition 18; and
(2) The indemnity given by the Authority in relation to TUPE under Schedule [(TUPE)] shall be unlimited; and
d. Subject to Clauses a. and b. and to the maximum extent permitted by Law:
(1) The For Phase 1 the Contractor's total liability in respect of losses that are caused by Defaults of the Contractor shall in no event exceed:
(i) In respect of DEFCON 76 (SC2 11/17) [£ five Million £zero pounds] £ 5,000,000.00 0 in aggregate;
(ii) In respect of condition 43.b 2i [£ five Million hundred thousand pounds] £5,000,000.00 (£ 500,000.00 in aggregate;
(iii) In respect of DEFCON 611 (SC2 02/16) [£ five million zero pounds] £ 5,000,000.00 0 in aggregate; and
(iv) In respect of condition 28d 12b £ five Million zero pounds £ 5,000,000.00 0 in aggregate;
(2) without limiting Clause d(1) and subject always to Clauses a, b and d(3), the Contractor's total liability throughout the Term in respect of all other liabilities (but excluding any Service Credits paid or payable in accordance with [ insert cross reference to service credit/performance provisions ] and [insert cross reference to any other relevant provisions], whether in contract, in tort (including negligence), arising under warranty, under statute or otherwise under or in connection with this Contract shall be [£ four million and five million hundred thousand pounds] £5,000,000.00 4,500,000.00 in aggregate.
(3) on the exercise of any and, where more than one, each option period or agreed extension to the Term, the limitation of the Contractor's total liability (in aggregate) set out in Clauses d(1) and d(2) above shall be fully replenished such that on and from each such exercise or extension of the Term, the Authority shall be able to claim up to the full value of the limitation set out in Clauses d(1) and d(2) of this Contract.
e. Subject to Clauses a, c, c (3) and f, and to the maximum extent permitted by Law the Authority's total liability aggregate) whether in contract, in tort (including negligence), under warranty, under statute or otherwise under or in connection with this Contract shall in respect of all liabilities (taken together) be limited to the Charges paid by the Authority in the relevant Contract Year in respect of any and all claims in that Contract Year.
f. Clause e. shall not exclude or limit the Contractor's right under this Contract to claim for this Charges.
g. Subject to Clauses a, b and h, neither Party shall be liable to the other Party or to any third party, whether in contract (including under any warranty), in tort (including negligence), under statute or otherwise for or in respect of:
(1) indirect loss or damage;
(2) special loss or damage;
(3) consequential loss or damage;
(4) loss of profits (whether direct or indirect);
(5) loss of turnover (whether direct or indirect);
(6) loss of business opportunities (whether direct or indirect); or
(7) damage to goodwill (whether direct or indirect), even if that Party was aware of the possibility of such loss or damage to the other Party.
h. The provisions of Clause g. shall not restrict the Authority's ability to recover any of the following losses incurred by the Authority to the extent that they arise as a result of a Default by the Contractor:
(1) any additional operational and administrative costs and expenses arising from the Contractor's Default, including any costs paid or payable by the Authority:
(i) to any third party;
(ii) for putting in place workarounds for the Contractor Deliverables and other deliverables that are reliant on the Contractor Deliverables; and
(iii) relating to time spent by or on behalf of the Authority in dealing with the consequences of the Default;
(2) any or all wasted expenditure and losses incurred by the Authority arising from the Contractor's Default, including wasted management time;
(3) the additional cost of procuring and maintaining in place transitional assistance and replacement deliverables for the remainder of the Term and any option period or agreed extension to the Term (including legal and other consultants' fees, re-procurement project costs, other expenses associated with such exercise and any increase in the fees for the replacement services over and above the Contract Price that would have been payable for the relevant Contractor Deliverables);
(4) any losses arising in connection with the loss, destruction, corruption, inaccuracy or degradation of Authority data, or other data or software, including, to the extent the Authority data, other data or software can be recovered or reconstituted, the fees, costs and expenses of reconstituting such Authority data, data or software;
(5) damage to the Authority's physical property and tangible assets, including damage under DEFCONs 76 (SC2 11/17) and 611 (SC2 02/16);
(6) costs, expenses and charges arising from, or any damages, account of profits or other award made for, infringement of any third-party Intellectual Property Rights or breach of any obligations of confidence;
(7) any additional costs incurred by the Authority in relation to the Authority's contracts with a third party (including any compensation or interest paid to a third party by the Authority) as a result of the Default (including the extension or replacement of such contracts);
(8) any fine or penalty incurred by the Authority pursuant to Law and any costs incurred by the Authority in defending any proceedings which result in such fine or penalty; or
(9) any savings, discounts or price reductions during the Term and any option period or agreed extension to the Term committed to by the Contractor pursuant to this Contract.
Appears in 1 contract
Samples: Intelligent Ship Phase 3 Contract
