Common use of Indemnity and Limitation of Liability Clause in Contracts

Indemnity and Limitation of Liability. 9.1. The SANBS shall have no obligations and/or responsibility to and in respect of any contractors appointed and /or third parties and the Service Provider hereby indemnifies the SANBS, its employees and agents against any claims whatsoever and howsoever arising out of this agreement. 9.2. The Service Provider’s total liability to SANBS shall be limited, in the aggregate, to, unless otherwise agreed upon to an amount equal 100% (one hundred percent) the total Fees payable and paid to the Service Provider. 9.3. In no event will either SANBS be liable for any direct, indirect, special or consequential damages, arising out of or relating to its breach of the Agreement, provided that if any special or consequential damages are included as part of a settlement or judgment against a SANBS hereto arising from a claim for which such SANBS is entitled to indemnification hereunder, such damages shall be limited to 20% (twenty percent) of the Fees paid to the Service Provider in terms of this Agreement in the preceding 1 (one) year. 9.4. The limitations of liability set forth in clauses 9.2 and 9.3 shall not apply with respect to: 9.4.1. Damages or occasioned by the fraud, wilful misconduct or gross negligence of the Party; 9.4.2. claims that are the subject of indemnification under the Agreement; 9.4.3. damages occasioned by a breach or violation of the Applicable Law by the Party; 9.4.4. damages occasioned by the Party’s breach of its confidentiality or data privacy and protection of personal information obligations, including those set out in Annexure [B], under the Agreement; 9.4.5. damages which are caused by the Party’s breach of the other Party’s or any Third Party's Intellectual Property rights; 9.4.6. damages arising from a breach by the Party of any warranties provided under the Agreement; 9.4.7. damages associated with the Party being the cause of any damage to the other Party's property; 9.4.8. damages in respect of any liability for death or personal injury resulting from the Party’s wilful and / or gross negligent act; and 9.4.9. damages in respect of any liability that cannot be excluded in terms of any Applicable Law. 9.5. Any damages which may be suffered by any SANBS pursuant to the Agreement or the subject matter of it or them, shall be recoverable in accordance with the terms of this Agreement.

Indemnity and Limitation of Liability. 9.1. The SANBS shall have no obligations and/or responsibility to and in respect of any contractors appointed and /or third parties and the Service Provider hereby indemnifies the SANBS, its employees and agents against any claims whatsoever and howsoever arising out of this agreement. 9.2. The Service Provider’s total liability to SANBS shall be limited, in the aggregate, to, unless otherwise agreed upon to an amount equal 100% (one hundred percent) the total Fees payable and paid to the Service Provider. 9.3. In no event will either SANBS be liable for any direct, indirect, special or consequential damages, arising out of or relating to its breach of the Agreement, provided that if any special or consequential damages are included as part of a settlement or judgment against a SANBS hereto arising from a claim for which such SANBS is entitled to indemnification hereunder, such damages shall be limited to 20% (twenty percent) of the Fees paid to the Service Provider in terms of this Agreement in the preceding 1 (one) year. 9.4. The limitations of liability set forth in clauses 9.2 and 9.3 shall not apply with respect to: 9.4.1. : Damages or occasioned by the fraud, wilful misconduct or gross negligence of the Party; 9.4.2. ; claims that are the subject of indemnification under the Agreement; 9.4.3. ; damages occasioned by a breach or violation of the Applicable Law by the Party; 9.4.4. ; damages occasioned by the Party’s breach of its confidentiality or data privacy and protection of personal information obligations, including those set out in Annexure [B], under the Agreement; 9.4.5. ; damages which are caused by the Party’s breach of the other Party’s or any Third Party's Intellectual Property rights; 9.4.6. ; damages arising from a breach by the Party of any warranties provided under the Agreement; 9.4.7. ; damages associated with the Party being the cause of any damage to the other Party's property; 9.4.8. ; damages in respect of any liability for death or personal injury resulting from the Party’s wilful and / or gross negligent act; and 9.4.9. and damages in respect of any liability that cannot be excluded in terms of any Applicable Law. 9.5. Any damages which may be suffered by any SANBS pursuant to the Agreement or the subject matter of it or them, shall be recoverable in accordance with the terms of this Agreement. A Party which receives Confidential Information ("the Receiving Party") from the other Party ("the Disclosing Party") shall treat and hold it as confidential. The Receiving Party undertakes and agrees that in order to protect the proprietary interests of the Disclosing Party in and to its Confidential Information, The Receiving Party will not at any time without the prior written consent of the other Party, whether during the currency of this Agreement or at any time thereafter, either use any Confidential Information of the Disclosing Party or directly or indirectly divulge or disclose any Confidential Information of the Disclosing Party to third parties. Instructions, drawings, notes, memoranda and records of whatever nature relating to the Confidential Information of the Disclosing Party which have or will come into the possession of the Receiving Party, will be and will at all times remain the sole and absolute property of the Disclosing Party. The afore going obligations will not apply to any information which – is lawfully in the public domain at the time of disclosure to the Receiving Party; subsequently becomes lawfully part of the public domain by publication or otherwise; subsequently becomes available to the Receiving Party from a source other than the Disclosing Party which is lawfully entitled without any restriction on disclosure to disclose such Confidential Information to the Receiving Party; or is disclosed pursuant to requirement or request by operation of law, regulation of court order. The Disclosing Party may at any time on written request to the Receiving Party, require that the Receiving Party immediately return to the Disclosing Party any Confidential Information and may, in addition, require that the Receiving Party furnish a written statement to the effect that upon such return, it has not retained in its possession or under its control, either directly or indirectly, any such Confidential Information or material. Alternatively, the Receiving Party shall, as and when required by the Disclosing Party on written request to the Receiving Party, destroy all such Confidential Information and material and furnish the Disclosing Party with a written statement to the effect that the same has been destroyed. The Receiving Party shall comply with any request in terms of this within 7 (seven) days of receipt of such request.

Indemnity and Limitation of Liability. 9.1. The SANBS shall have no obligations and/or responsibility to and in respect of any contractors appointed and /or third parties and the Service Provider hereby indemnifies the SANBS, its employees and agents against any claims whatsoever and howsoever arising out of this agreement. 9.2. The Service Provider’s total liability to SANBS shall be limited, in the aggregate, to, unless otherwise agreed upon to an amount equal 100% (one hundred percent) the total Fees payable and paid to the Service Provider. 9.3. In no event will either SANBS be liable for any direct, indirect, special or consequential damages, arising out of or relating to its breach of the Agreement, provided that if any special or consequential damages are included as part of a settlement or judgment against a SANBS hereto arising from a claim for which such SANBS is entitled to indemnification hereunder, such damages shall be limited to 20% (twenty percent) of the Fees paid to the Service Provider in terms of this Agreement in the preceding 1 (one) year. 9.4. The limitations of liability set forth in clauses 9.2 and 9.3 shall not apply with respect to: 9.4.1. : Damages or occasioned by the fraud, wilful misconduct or gross negligence of the Party; 9.4.2. ; claims that are the subject of indemnification under the Agreement; 9.4.3. ; damages occasioned by a breach or violation of the Applicable Law by the Party; 9.4.4. ; damages occasioned by the Party’s breach of its confidentiality or data privacy and protection of personal information obligations, including those set out in Annexure [B], under the Agreement; 9.4.5. ; damages which are caused by the Party’s breach of the other Party’s or any Third Party's Intellectual Property rights; 9.4.6. ; damages arising from a breach by the Party of any warranties provided under the Agreement; 9.4.7. ; damages associated with the Party being the cause of any damage to the other Party's property; 9.4.8. ; damages in respect of any liability for death or personal injury resulting from the Party’s wilful and / or gross negligent act; and 9.4.9. and damages in respect of any liability that cannot be excluded in terms of any Applicable Law. 9.5. Any damages which may be suffered by any SANBS pursuant to the Agreement or the subject matter of it or them, shall be recoverable in accordance with the terms of this Agreement. A Party which receives Confidential Information ("the Receiving Party") from the other Party ("the Disclosing Party") shall treat and hold it as confidential. The Receiving Party undertakes and agrees that in order to protect the proprietary interests of the Disclosing Party in and to its Confidential Information, The Receiving Party will not at any time without the prior written consent of the other Party, whether during the currency of this Agreement or at any time thereafter, either use any Confidential Information of the Disclosing Party or directly or indirectly divulge or disclose any Confidential Information of the Disclosing Party to third parties. Instructions, drawings, notes, memoranda and records of whatever nature relating to the Confidential Information of the Disclosing Party which have or will come into the possession of the Receiving Party, will be and will at all times remain the sole and absolute property of the Disclosing Party. The aforegoing obligations will not apply to any information which – is lawfully in the public domain at the time of disclosure to the Receiving Party; subsequently becomes lawfully part of the public domain by publication or otherwise; subsequently becomes available to the Receiving Party from a source other than the Disclosing Party which is lawfully entitled without any restriction on disclosure to disclose such Confidential Information to the Receiving Party; or is disclosed pursuant to requirement or request by operation of law, regulation of court order. The Disclosing Party may at any time on written request to the Receiving Party, require that the Receiving Party immediately return to the Disclosing Party any Confidential Information and may, in addition, require that the Receiving Party furnish a written statement to the effect that upon such return, it has not retained in its possession or under its control, either directly or indirectly, any such Confidential Information or material. Alternatively, the Receiving Party shall, as and when required by the Disclosing Party on written request to the Receiving Party, destroy all such Confidential Information and material and furnish the Disclosing Party with a written statement to the effect that the same has been destroyed. The Receiving Party shall comply with any request in terms of this within 7 (seven) days of receipt of such request.

Indemnity and Limitation of Liability. 9.1. The SANBS 12.1 Each party shall have no obligations and/or responsibility to indemnify, defend and in respect of any contractors appointed and /or third parties and hold harmless the Service Provider hereby indemnifies the SANBSother party, its Affiliates and their respective current and former directors, officers, employees and agents (solely in their respective capacities as current and former directors, officers, employees or agents thereof) and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the Indemnitees) against any claims whatsoever and howsoever arising out all Indemnifiable Losses that result from a breach by such indemnifying party of this agreementAgreement or the gross negligence or willful misconduct of such indemnifying party under or in connection with this Agreement. 9.212.2 Notwithstanding any other provision of this Agreement, no party shall be in breach of, or under any liability to make any payment to another party in respect of, this Agreement to the extent that the breach or payment obligation arises as a result of any breach by the other party of its obligations under this Agreement. 12.3 Each party and its Affiliates shall not be liable to the other party or its Affiliates for any punitive, incidental, consequential, special, or indirect damages, including any loss of profits, business reputation, or loss of, or damage to, data, in each case whether direct or indirect (except as may be awarded to a Third Party in connection with a third-party claim that is subject to the indemnification claims hereunder). The In addition, each party (in its capacity as Service Provider’s total liability ) and its Affiliates shall not be liable to SANBS shall be limited, the other party (in its capacity as Service Recipient) or its Affiliates for: (a) any Indemnifiable Losses that are incurred by the aggregate, to, unless otherwise agreed upon to an amount equal 100% (one hundred percent) the total Fees payable and paid to Service Recipient Group as a result of the Service Provider. 9.3. In no event will either SANBS be liable for any direct, indirect, special or consequential damages, arising out of or relating to its breach of the Agreement, provided that if any special or consequential damages are included as part of a settlement or judgment against a SANBS hereto arising from a claim for which such SANBS is entitled to indemnification hereunder, such damages shall be limited to 20% (twenty percent) of the Fees paid to the Service Provider in terms of this Agreement in the preceding 1 (one) year. 9.4. The limitations of liability set forth in clauses 9.2 and 9.3 shall not apply with respect to: 9.4.1. Damages or occasioned by the fraud, wilful misconduct or gross negligence of the Party; 9.4.2. claims that are the subject of indemnification under the Agreement; 9.4.3. damages occasioned by a breach or violation of the Applicable Law by the Party; 9.4.4. damages occasioned by the Party’s breach of its confidentiality or data privacy and protection of personal information obligations, including those set out in Annexure [B], obligations under this Agreement to the Agreement; 9.4.5. damages which are extent such breach was caused by the Partyact or omission of a Third Party Supplier (including a breach, by that Third Party Supplier of its obligations under a Third Party Supply Contract); (b) any interruption, disruption or downtime in the Services to the extent caused by the acts or omissions of a Third Party Supplier or other Third Party (other than an Affiliate of Service Provider); or (c) any failure to perform, or delay in performing, a Service, an obligation under the Migration Plan (if and to the extent applicable) or any other obligation under this Agreement to the extent that: (i) the failure or delay was caused by the Service Recipient’s breach or its Affiliate’s failure or delay in performing or satisfying any obligation or responsibility which the Service Provider depends on for the proper performance of its obligations under this Agreement; or (ii) the Service Recipient or its Affiliates have otherwise caused or contributed to the failure (whether by act, omission or delay); in each case, whether in contract (including under any indemnity or warranty), tort (including negligence), or otherwise, that arise under or in connection with this Agreement. 12.4 The aggregate amount of the other Party’s liability of each party (in its capacity as Service Provider) under this Agreement for all Claims (including under any indemnity or any Third Party's Intellectual Property rights;warranty) shall not exceed: 9.4.6. damages arising from a breach by the Party of any warranties provided under the Agreement; 9.4.7. damages associated with the Party being the cause of any damage (a) for Claims relating to the other Party's property; 9.4.8. damages Services, the aggregate Service Charges paid or payable in respect of any the Services under this Agreement; and (b) for Claims relating to Migration, the aggregate Migration Costs paid or payable in respect of the Migration under this Agreement. 12.5 The limitations in clauses 12.3 and 12.4 shall not apply to: (a) liability for death or personal injury resulting from caused by the Partyrelevant party’s wilful and / gross negligence or gross negligent actwillful misconduct; (b) liability for fraud or fraudulent misrepresentation; andor 9.4.9. damages in respect of (c) any other liability that cannot be excluded in terms of any Applicable by Law. 9.5. Any damages which may be suffered by any SANBS pursuant 12.6 The indemnification procedures set forth in Section 6.4, Section 6.5, Section 6.7 and Section 6.8 of the Separation Agreement shall apply to the Agreement matters indemnified hereunder, mutatis mutandis. 12.7 An Indemnitee making a Claim hereunder shall, in relation to any loss or damage that may give rise to a Claim against the subject matter of it other party, take all reasonable steps to avoid or them, shall be recoverable mitigate that loss or damage. 12.8 Notwithstanding any other provision in accordance with the terms of this Agreement, to the extent permitted by applicable Law, each party (in its capacity as Service Provider) shall not be liable for any Claim after, on a Service-by-Service basis, the first anniversary of the date on which the applicable Service Term for the relevant Service expired or was terminated.

Indemnity and Limitation of Liability. 9.110.1. The SANBS shall have no obligations and/or responsibility Any credits applicable to Relish's specific non-performance, as described in, and calculated pursuant to, the applicable Additional Terms, are the Customer's exclusive remedy in respect of any contractors appointed such failure or lack of performance in the provision of the Services. The Customer shall not be entitled to credits during any period in which any amounts owed to Relish are overdue. 10.2. Subject to the exclusion and /or third parties limitations set out in this clause 10, each party (the "Indemnifying Party") shall indemnify and hold harmless the Service Provider hereby indemnifies other party from and against any claims, demands, actions, costs, liabilities or losses (including reasonable legal fees) arising out of the SANBSnegligence or intentional misconduct of the Indemnifying Party, its employees and agents against any claims whatsoever and howsoever arising out or agents, in its performance of this agreementAgreement. 9.210.3. The Service Provider’s total liability Subject to SANBS clause 10.7, neither party shall be limitedliable, whether in the aggregatecontract, totort (including negligence) or otherwise howsoever, unless otherwise agreed upon to an amount equal 100% (one hundred percent) the total Fees payable and paid through indemnification or otherwise, to the Service Provider. 9.3. In no event will either SANBS be liable other party or any third party for any directloss of revenue, profit, goodwill, anticipated savings, data or other pure economic loss or any indirect, special incidental or consequential damages, arising from, or relating to, this Agreement or the performance or non-performance of its obligations thereunder. 10.4. Subject to clauses 10.3 and 10.5, the Customer and ▇▇▇▇▇▇’s liability to the other under or in connection with this Agreement for all and any direct loss or damage arising from any one incident or series of connected incidents in any period of twelve (12) months is limited to the amounts specified in the Order Form. 10.5. The Customer agrees to defend, indemnify and hold harmless Relish and agents from any claims, liabilities, losses, damages and expenses, including reasonable legal fees, arising out of or relating to its breach of the Agreement, provided that if any special or consequential damages are included as part of a settlement or judgment against a SANBS hereto arising from a claim for which such SANBS is entitled to indemnification hereunder, such damages shall be limited to 20% (twenty percent) of the Fees paid to the Service Provider in terms of this Agreement in the preceding 1 (one) year. 9.4. The limitations of liability set forth in clauses 9.2 and 9.3 shall not apply with respect to: 9.4.110.5.1. Damages or occasioned The use of the Services by the fraudCustomer, wilful misconduct or gross negligence of the Partyits or their Users; 9.4.210.5.2. claims that are of third parties seeking damages for any loss or misuse of data by the subject of indemnification under the AgreementCustomer, its Customers or their end-users including its express or implied obligations in connection with clause 5.2; 9.4.310.5.3. damages occasioned by a breach or violation of the Applicable Law by the Party; 9.4.4. damages occasioned by the Party’s breach of its confidentiality or data privacy and protection of personal information obligations, including those set out in Annexure [B], under the Agreement; 9.4.5. damages which are caused by the Party’s breach of the other Party’s or any Third Party's Intellectual Property rights; 9.4.6. damages arising from a breach by the Party Customer; and 10.5.4. any breach by a Customer of its obligations in accordance with clause 5.1. 10.6. Subject to clause 2.6 of this Agreement, Relish expressly disclaims any warranties representation or warranty that the Service or the software or equipment provided under by Relish will be error free, secure or uninterrupted. No advice or information given by Relish shall create a warranty other than as expressly recorded in the Agreement;. 9.4.710.7. damages associated Neither party excludes or restricts in any way its liability under or in connection with the Party being the cause of any damage to the other Party's property; 9.4.8. damages in respect of any liability this Agreement for fraud, death or personal injury resulting arising from their negligence or to any extent not permitted by law. 10.8. Nothing in this clause 10 or in this Agreement excludes or limits the PartyCustomer’s wilful liability to pay (without set off) the Charges. The Customer limitations of liability referred to in clauses 10.3 and / or gross negligent act; and 9.4.9. damages 10.4 above will not apply in respect of any liability that cannot be excluded in terms claims brought under clauses 10.5 and 11 (Intellectual Property and Confidentiality). Relish will notify the Customer of any Applicable Lawsuch claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings. 9.510.9. Any damages which may be suffered by any SANBS pursuant to the Agreement or the subject matter of it or them, shall be recoverable in accordance with the terms Each part of this Agreementclause 10 operates separately. If any part of the clause is held by a Court to be unreasonable or inapplicable the rest of the clause will continue to apply. 10.10. The Customer is advised to obtain its own business continuity insurance.

Indemnity and Limitation of Liability. 9.110.1. The SANBS shall have no obligations and/or responsibility Any credits applicable to Relish's specific non-performance, as described in, and calculated pursuant to, the applicable Additional Terms, are the Customer's exclusive remedy in respect of any contractors appointed such failure or lack of performance in the provision of the Services. The Customer shall not be entitled to credits during any period in which any amounts owed to Relish are overdue. 10.2. Subject to the exclusion and /or third parties limitations set out in this clause 10, and in addition to any indemnity provided elsewhere in this Agreement, each party (the Service Provider hereby indemnifies "Indemnifying Party") shall indemnify and hold harmless the SANBSother party from and against any claims, demands, actions, costs, liabilities or losses (including reasonable legal fees) arising out of the negligence or intentional misconduct of the Indemnifying Party, its employees and agents against any claims whatsoever and howsoever arising out or agents, in its performance of this agreementAgreement. 9.210.3. The Service Provider’s total liability Subject to SANBS clause 10.7, neither party shall be limitedliable, whether in the aggregatecontract, totort (including negligence) or otherwise howsoever, unless otherwise agreed upon to an amount equal 100% (one hundred percent) the total Fees payable and paid through indemnification or otherwise, to the Service Provider. 9.3. In no event will either SANBS be liable other party or any third party for any directloss of revenue, profit, goodwill, anticipated savings, data or other pure economic loss or any indirect, special incidental or consequential damages, arising from, or relating to, this Agreement or the performance or non- performance of its obligations thereunder. 10.4. Subject to clauses 10.3 and 10.5, the Customer and ▇▇▇▇▇▇’s liability to the other under or in connection with this Agreement for all and any direct loss or damage arising from any one incident or series of connected incidents in any period of twelve (12) months is limited to the amounts specified in the Order Form. 10.5. The Customer agrees to defend, indemnify and hold harmless Relish and agents from any claims, liabilities, losses, damages and expenses, including reasonable legal fees, arising out of or relating to its breach of the Agreement, provided that if any special or consequential damages are included as part of a settlement or judgment against a SANBS hereto arising from a claim for which such SANBS is entitled to indemnification hereunder, such damages shall be limited to 20% (twenty percent) of the Fees paid to the Service Provider in terms of this Agreement in the preceding 1 (one) year. 9.4. The limitations of liability set forth in clauses 9.2 and 9.3 shall not apply with respect to: 9.4.110.5.1. Damages or occasioned The use of the Services by the fraudCustomer, wilful misconduct or gross negligence of the Partyits or their Users; 9.4.210.5.2. claims that are of third parties seeking damages for any loss or misuse of data by the subject of indemnification under the AgreementCustomer, its Customers or their end-users including its express or implied obligations in connection with clause 5.2; 9.4.310.5.3. damages occasioned by a breach or violation of the Applicable Law by the Party; 9.4.4. damages occasioned by the Party’s breach of its confidentiality or data privacy and protection of personal information obligations, including those set out in Annexure [B], under the Agreement; 9.4.5. damages which are caused by the Party’s breach of the other Party’s or any Third Party's Intellectual Property rights; 9.4.6. damages arising from a breach by the Party Customer; and 10.5.4. any breach by a Customer of its obligations in accordance with clause 5.1. 10.6. Subject to clause 2.5 of this Agreement, Relish expressly disclaims any warranties representation or warranty that the Service or the software or equipment provided under by Relish will be error free, secure or uninterrupted. No advice or information given by Relish shall create a warranty other than as expressly recorded in the Agreement;. 9.4.710.7. damages associated Neither party excludes or restricts in any way its liability under or in connection with the Party being the cause of any damage to the other Party's property; 9.4.8. damages in respect of any liability this Agreement for fraud, death or personal injury resulting arising from their negligence or to any extent not permitted by law. 10.8. Nothing in this clause 10 or in this Agreement excludes or limits the PartyCustomer’s wilful liability to pay (without set off) the Charges. The Customer limitations of liability referred to in clauses 10.3 and / or gross negligent act; and 9.4.9. damages 10.4 above will not apply in respect of any liability that cannot be excluded in terms claims brought under clauses 10.5 and 11 (Intellectual Property and Confidentiality). Relish will notify the Customer of any Applicable Lawsuch claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings. 9.510.9. Any damages which may be suffered by any SANBS pursuant to the Agreement or the subject matter of it or them, shall be recoverable in accordance with the terms Each part of this Agreementclause 10 operates separately. If any part of the clause is held by a Court to be unreasonable or inapplicable the rest of the clause will continue to apply. 10.10. The Customer is advised to obtain its own business continuity insurance.