Exclusion and Limitation of Liability. The Services are provided to and for the benefit of you as our client, and you alone. Fortune Law accepts liability to you, and you alone. Neither Fortune Law nor any of its employees shall be liable to any other person as a result of you communicating our advice to them. You agree that you will not communicate our advice to any other person without our consent. You agree that you will indemnify us and each of our employees against any liability incurred in any action brought against us and/or any employee of Fortune Law as a result of you communicating our advice to any other person without our consent. We recognise that, if you suffer loss as a result of any act or omission by Fortune Law or any of our employees, we may incur liability to you. Our liability to you arising from our deliberate fraud or reckless disregard of our professional obligations shall not be restricted by any provision in the Agreement nor shall anything in the Agreement exclude our liability to the extent prohibited by law or regulation in the case of a contentious business agreement. With those exceptions, our liability and that of our employees shall be subject to the following: 14.4.1 neither Fortune Law nor any of our employees shall be liable in any circumstances for any loss damage, cost or expense arising from any dishonest, deliberate or reckless misstatement, concealment or other conduct on the part of any other person; 14.4.2 neither Fortune Law nor any of our employees shall be liable for any indirect or consequential loss or damage suffered by you arising from or in connection with the Services; 14.4.3 the aggregate liability of Fortune Law and our employees in any circumstances whatsoever, whether in contract, tort, delict, statute or otherwise, and howsoever caused (including our negligence), for loss or damage arising from or in connection with the Services shall be limited to the sum specified in the Engagement Letter, or, if no sum is specified, a sum equal to the limit of our professional indemnity insurance at the time the claim is notified to us; and 14.4.4 without prejudice to the earlier provisions of this clause, you agree that Fortune Law alone will be responsible for the provision of the Services and that you will not bring any claim in respect of or in connection with the Services (whether in contract, tort, delict, under statute, or otherwise) against any employee of Fortune Law.
Appears in 3 contracts
Sources: Terms of Business, Terms of Business, Terms of Business
Exclusion and Limitation of Liability. 10.1 The Services remedies set forth in these Terms shall be the Customer’s sole and exclusive remedies for any breach of the Agreement by the Company. We shall have no liability unless you give us notice without undue delay after the date you became aware of the circumstances giving rise to the claim or the date when you ought reasonably to have become so aware. This disclaimer of liability will not be affected if any remedy provided herein fails of its essential purpose and shall be effective to the fullest extent permitted by applicable law. YOU HAVE ACCEPTED THE DISCLAIMER OF LIABILITY FOR DAMAGES AS PART OF A BARGAIN TO LOWER THE PRICE OF THE SERVICES AND UNDERSTAND THAT THE PRICE OF THE SERVICES WOULD BE HIGHER IF WE WERE REQUIRED TO BEAR ADDITIONAL LIABILITY FOR DAMAGES. The Parties hereby acknowledge and agree: (i) that the limitations and exclusions of liability set out in this section are provided to and fair reasonable for the benefit purposes of you as our clientthe Unfair Contracts Terms Act 1977; (ii) the terms and conditions of the Agreement have been open to negotiation and represent the outcome of such negotiation (whether or not any change has been made to the terms and conditions of the Agreement during the course of such negotiation); and (iii) each party’s obligations under these Terms and Conditions are fair and reasonable.
10.2 Subject to clause 10.5, and you alone. Fortune Law accepts liability to you, and you alone. Neither Fortune Law neither we nor any of its our officers employees or agents shall be liable have any liability to you (including any of your officers, employees or agents) whatsoever for any of your indirect or consequential loss (including but without limitation loss of profit, goodwill, revenue and any loss arising out of your liability to any other person as a result of you communicating our advice to them. You agree that you will not communicate our advice to person) resulting from negligence or any other person without tort or any breach of contract on our consent. You agree that you will indemnify us and each of our employees against any liability incurred in any action brought against us and/or any employee of Fortune Law as a result of you communicating our advice to any other person without our consent. We recognise that, if you suffer loss as a result of any act or omission by Fortune Law part or any of our employeesofficers, employees or agents arising out of any act, omission, event or circumstance or series of any acts, events or circumstances relating to this Agreement or otherwise howsoever arising with respect to the matters contemplated herein or in any contract collateral to this Agreement and all conditions warranties or other terms whatsoever inconsistent with the provisions of this clause are hereby expressly excluded.
10.3 Notwithstanding the generality of clause 10.2 we may incur liability to you. Our liability to you arising from our deliberate fraud or reckless disregard of our professional obligations shall not be restricted by any provision in the Agreement nor shall anything in the Agreement exclude our liability to the extent prohibited by law or regulation in the case of a contentious business agreement. With those exceptions, our liability and that of our employees shall be subject to the following:
14.4.1 neither Fortune Law nor any of our employees shall be liable in any circumstances for any loss damage, cost or expense arising from any dishonest, deliberate or reckless misstatement, concealment or other conduct on the part of any other person;
14.4.2 neither Fortune Law nor any of our employees shall be liable for any indirect losses or consequential loss damages sustained as a result of, but not limited to, any failure of any independent contractors’ equipment including any software; your negligence or damage suffered default; a fluctuation in mains voltage; faults or withdrawal of service of any ECNP software, line or equipment; electrical interference generated in or radiated by you electric, electronic or other similar equipment or materials not supplied by us; the lack of availability or poor quality of any internet services; or the failure of any equipment which has not been provided by us or the failure of any equipment which is outside our control.
10.4 Subject always to Clauses 10.2 and 10.5, our maximum aggregate liability for any breach of the terms of this Agreement or otherwise in relation to the subject matter of this Agreement including but not limited to liability arising from negligence, tort or otherwise shall in connection with no event exceed 100% of the Services;fees received by us from you for the Services excluding any Call Charges, Usage Charges or Set-Up Charges during the twelve months prior to such breach.
14.4.3 the aggregate 10.5 Nothing in this Agreement shall limit or exclude our liability of Fortune Law and our employees in any circumstances whatsoever, whether in contract, tort, delict, statute for death or otherwise, and howsoever personal injury caused (including by our negligence), for loss or damage arising from or in connection with the Services shall be limited to the sum specified in the Engagement Letter, or, if no sum is specified, a sum equal to the limit negligence of our professional indemnity insurance at the time the claim is notified to usemployees, agents or subcontractors (as applicable); and
14.4.4 without prejudice to the earlier provisions of this clause, you agree that Fortune Law alone will be responsible for the provision of the Services fraud or fraudulent misrepresentation; and that you will not bring any claim matter in respect of which it would be unlawful for us to exclude or in connection with the Services (whether in contract, tort, delict, under statute, or otherwise) against any employee of Fortune Lawrestrict liability.
Appears in 3 contracts
Sources: Master Service Agreement, Master Service Agreement, Master Service Agreement
Exclusion and Limitation of Liability. The 15.1 Matters not excluded or limited by this Agreement:
(A) losses suffered by a Party arising out of the other Party’s fraud, fraudulent misrepresentation or wilful default;
(B) death or personal injury resulting from a Party’s neglige1n5c.4e; Remittance being made to you for any period during which payment may be:
(A) deducted, withheld, deferred or not paid under clause 5;
(B) set-off under clause 10; or
(C) not paid due to a suspension of Services are provided to and for (or part thereof) under clause 12, unless you demonstrate that such non-payment results from our breach of our obligations under this Agreement, in which case interest accrues on a daily basis until the benefit date of you as our client, and you alonepayment calculated at the rate specified in clause 9. Fortune Law accepts liability to you, and you alone. Neither Fortune Law nor of) any of its employees shall be liable our obligations under this Agreement if and to the extent that such failure is due to:
(A) circumstances beyond our reasonable control;
(B) any other person as a result cessation or interruption of you communicating our advice any part of the Services which are due to them. You agree that you will not communicate our advice to any other person without our consent. You agree that you will indemnify us and each of our employees against any liability incurred in any action brought against us and/or any employee of Fortune Law as a result of you communicating our advice to any other person without our consent. We recognise that, if you suffer loss as a result of any act or omission of a third party (including, but not limited to, Other Acquirers, Other Financial Institutions, Other Payments Organisations (including an Alternative Payment Provider, Card Scheme, and Third Party Product provider)) and is not caused by Fortune our breach of this Agreement;
(C) us taking steps (in our reasonable and honest belief or view) to comply with any relevant requirement under the Network Rules or any Applicable Law or the requests of any Regulatory Authority;
(D) your failure to provide complete and/or correct Data to us, any Other Financial Institution, Card Scheme or Other Payments Organisation) and/or your negligence and/or breach of our employeesthis Agreement;
(E) a suspension of Services by us under clause 12;
(F) your breach(es) of this Agreement, negligent, wrongful or bad faith acts or omissions; or
(G) any deferment/withholding of any Remittance otherwise due to you effected pursuant to the provision of this Agreement. Additionally, we may incur liability to you. Our shall have no liability to you arising from our deliberate fraud or reckless disregard of our professional obligations shall not be restricted by for any provision inaccuracy in the Agreement nor shall anything in the Agreement exclude our liability information we or any Other Financial Institutions provide to the extent prohibited by law or regulation in the case of a contentious business agreement. With those exceptions, our liability and that of our employees shall be subject any third parties pursuant to the following:
14.4.1 neither Fortune Law nor any of our employees shall be liable in any circumstances for any loss damage, cost or expense arising from any dishonest, deliberate or reckless misstatement, concealment or other conduct on the part of any other person;
14.4.2 neither Fortune Law nor any of our employees shall be liable for any indirect or consequential loss or damage suffered by you arising from or in connection with the Services;
14.4.3 the aggregate liability of Fortune Law and our employees in any circumstances whatsoever, whether in contract, tort, delict, statute or otherwise, and howsoever caused (including our negligence), for loss or damage arising from or in connection with the Services shall be limited to the sum specified in the Engagement Letter, or, if no sum is specified, a sum equal to the limit of our professional indemnity insurance at the time the claim is notified to us; and
14.4.4 without prejudice to the earlier provisions of this clause, you agree that Fortune Law alone will be responsible for the provision of the Services and that you will not bring any claim in respect of or in connection with the Services (whether in contract, tort, delict, under statute, or otherwise) against any employee of Fortune Lawclause 19.
Appears in 2 contracts
Sources: Merchant Services Agreement, Merchant Services Agreement
Exclusion and Limitation of Liability. The Services are provided to and for the benefit of you as our client, and you alone. Fortune Law accepts liability to you, and you alone11.1. Neither Fortune Law we nor any of its employees shall be liable to any other person as a result of you communicating our advice to them. You agree that you will not communicate our advice to any other person without our consent. You agree that you will indemnify us and each of our employees against any liability incurred in any action brought against us and/or any director, officer or employee of Fortune Law as a result of you communicating our advice to any other person without our consent. We recognise that, if you suffer loss as a result of any act or omission by Fortune Law or any of our employees, we may incur liability to you. Our liability to you arising from our deliberate fraud or reckless disregard of our professional obligations shall not be restricted by any provision in the Agreement nor shall anything in the Agreement exclude our liability to the extent prohibited by law or regulation in the case of a contentious business agreement. With those exceptions, our liability and that of our employees shall be subject to the following:
14.4.1 neither Fortune Law nor any of our employees shall be liable in any circumstances for any loss damage, cost or expense arising from any dishonest, deliberate or reckless misstatement, concealment or other conduct on the part of any other person;
14.4.2 neither Fortune Law nor any of our employees ours shall be liable for any indirect claim, loss, damage or consequential loss or damage expense suffered by you arising from under or in connection with this Schedule unless caused (but subject to the Services;provisions of Clause 11.5) by our or their gross negligence, wilful default or fraud.
14.4.3 11.2. Without prejudice to the aggregate generality of Clause 11.1:
a) we shall not be liable if any Investment received from a third party is invalid, or fraudulent, whether by reason of invalidity or failure of signature, or of forgery, falsity, incompleteness or otherwise,
b) we shall not be liable for any default by any intermediate broker, investment exchange, clearing house or market depository; provided that we shall take such steps as you may reasonably request to pursue such remedies as you may have against any such third party, or any such intermediate broker, investment exchange, clearing house or market depository subject to you accepting liability for and providing adequate security for our costs,
c) in no event shall we, any third party who acts on our behalf (whether affiliated to us or not), or our directors, officers, or employees or of any such third party be liable for consequential or special damages (whether foreseeable or not), or unforeseeable damages, however caused. Any liability of Fortune Law and ours under this Schedule shall be limited to an obligation to try to replace any lost Investments with equivalent Investments or, at our employees option, to pay an amount equal to the market price of such Investments (as determined by us) at the date of loss. Any additional liability in any circumstances whatsoever, whether in contract, tort, delict, statute or otherwise, and howsoever caused (including our negligence), for respect of loss or damage arising from or in connection with the Services of funds shall be limited to the sum specified payment of interest on our standard terms for the period of loss.
11.3. We shall not be liable for failing to carry out any Instruction or to do anything where the carrying out of such Instruction or the doing of such action would be in the Engagement Letter, or, if no sum is specified, a sum equal to the limit breach of our professional indemnity insurance at the time the claim is notified to us; andany Applicable Law.
14.4.4 without prejudice to the earlier provisions of this clause, you agree that Fortune Law alone 11.4. You will be solely responsible for the provision of the Services all filings, tax returns and that you will not bring reports on any claim transactions in respect of Investments or Cash or relating to Investments or Cash as may be required by any relevant authority, whether governmental or otherwise.
11.5. Our liability under Clause 11.1 will not extend to any liabilities arising through any acts, events of circumstances outside our reasonable control and that of our agents or resulting from the general risk of investment in connection with or the Services (whether holding of assets in contractany jurisdiction including, tortbut not limited to, delictliabilities arising from:
a) any changes in Applicable Law,
b) orders, under statutedecisions, or otherwiseregulations of a governmental, supranational,
c) against nationalisation, expropriation or other governmental or supranational actions,
d) regulation of the banking or securities industry including changes in market rules, currency restrictions, devaluations, or fluctuations,
e) market conditions affecting the execution or settlement of transactions or the value of assets, f) breakdown, failure or malfunction of any employee third-party transport, telecommunications, computer services or systems, g) natural disasters of Fortune Law.acts of God,
Appears in 1 contract
Sources: Investment Services Agreement