LIABILITY AND LIMITATION OF LIABILITY Sample Clauses
The "Liability and Limitation of Liability" clause defines the extent to which each party is responsible for damages or losses arising from the agreement. Typically, this clause sets maximum limits on the amount one party must pay if they breach the contract or cause harm, and may exclude certain types of damages, such as indirect or consequential losses. Its core function is to allocate and cap financial risk between the parties, providing predictability and protecting both sides from potentially excessive or unforeseen liabilities.
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LIABILITY AND LIMITATION OF LIABILITY. The Receiving Participant shall be liable for:
(i) any breach of this Agreement by the Receiving Participant, and
(ii) any unauthorized disclosure or use of Confidential Information by persons or entities to whom the Receiving Participant has the right to disclose Confidential Information under this Agreement, EXCEPT THAT, TO THE FULL EXTENT PERMITTED BY LAW, THE RECEIVING PARTICIPANT SHALL NOT BE LIABLE FOR, AND HEREBY DISCLAIMS ANY LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN CONNECTION WITH INADVERTENT OR SUCH UNAUTHORIZED DISCLOSURE IF IT HAS EXERCISED THE SAME AMOUNT OF DILIGENCE IN PRESERVING THE SECRECY OF THAT INFORMATION AS THE DILIGENCE USED IN PRESERVING THE SECRECY OF THE RECEIVING PARTICIPANT’S OWN CONFIDENTIAL INFORMATION OF LIKE IMPORTANCE, BUT IN NO EVENT LESS THAN REASONABLE DILIGENCE, AND, UPON BECOMING AWARE OF SUCH DISCLOSURE, NOTIFIED THE DISCLOSING PARTICIPANT THEREOF AND TAKEN REASONABLE MEASURES TO MITIGATE THE EFFECTS OF SUCH DISCLOSURE AND TO PREVENT ANY FURTHER DISCLOSURE. In the event of a breach of this Agreement, the Disclosing Participant may take any and all actions under law against the Receiving Participant. The Participant acknowledges and agrees that the Open Mobile Alliance is not responsible for any actions of its members, including, but not limited to, any breach of the terms of this Agreement.
LIABILITY AND LIMITATION OF LIABILITY. 12.1 The regulation of liability and limitation of liability in the agreement(s) on delivery of the Primary Services also applies to this Processor Agreement as were this Processor Agreement an integral part thereof. If this is not considered in the agreement(s) on delivery of the Primary Services, the provisions in this clause 12 will apply to this Processor Agreement.
12.2 The Parties are liable according to the general rules of applicable law, subject, however, to the limitations set out in this section.
12.3 The Parties disclaim any liability for indirect losses and consequential losses, including loss of profits, loss of goodwill, loss of savings and revenue, including expenses to recover lost revenue, interest loss and loss of data.
12.4 The Parties' liability for all cumulative claims under this Processor Agreement is limited to the total amounts due for the Primary Services for the 12-month period immediately preceding the wrongful act. If the Processor Agreement has not been in force for 12 months, the amount is calculated as the agreed payment for the Primary Services for the period during which the Processor Agreement has been in force divided by the number of months for which the Processor Agreement has been in force and then multiplied by 12.
12.5 The following are not covered by the limitation of liability in this clause 12:
a) Loss as a result of the other Party's grossly negligent or intentional acts.
b) Expenses and resource consumption in connection with the performance of a Party's obligations in relation to a supervisory authority or the data subject, including compensation to a data subject, to the extent that these are caused by a breach by the other Party.
LIABILITY AND LIMITATION OF LIABILITY. 11.1 The Parties are liable according to the general rules of applicable law, however, ▇▇▇▇▇▇▇▇▇.▇▇▇,
LIABILITY AND LIMITATION OF LIABILITY. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for (a) death or personal injury resulting from negligence; or (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 2 of the Sale of Goods and Services Act 1982 If you are a business, we are not liable to you or your business (whether in contract or tort, including without limitation negligence) or otherwise responsible for any loss of profit, business contracts, revenues, anticipated savings nor for any indirect or consequential damage of any kind. Subject to section [1.2], if you are a business, our liability to you (whether in contract or tort, including without limitation negligence) shall be limited to the rental charge you are required to pay us under the Rental Agreement. If you are a consumer, you agree that you will not use the Vehicle for any commercial or business purpose and accordingly that if you use the Vehicle for any commercial or business purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process Termination Of Agreement If we terminate the Rental Agreement, it will not affect our right to receive any monies we are owed under the existing Rental Agreement. We may immediately end the Agreement if we become aware or suspect that you have, or any Approved Driver has breached these terms and conditions. Governing Law Which laws apply to the Rental Agreement and where you may bring legal proceedings if you are a consumer. This Rental Agreement is governed by the laws of England . We or you may bring a claim either in the country where the Vehicle is collected or in your country of residence. Which laws apply to the Rental Agreement and where you may bring legal proceedings if you are a business, you and we both agree that the Rental Agreement shall be governed...
LIABILITY AND LIMITATION OF LIABILITY. The Member uses the facilities and services at his or her own risk and perils and shall be fully liable for the damage caused by him or her and (in case of Premium/Unlimited membership) by the Friend to all facilities of the PureGym fitness club. PureGym excludes any contractual and non-contractual liability for the Member’s damages and (for Premium/Unlimited Membership) damages incurred by the Friend, to the extent permitted by law. In particular, PureGym also excludes any liability (in tort and in contract) for financial damages, damages to property and any contractual liability for acts and/or omissions of auxiliary persons. Should the Friend assert any claims against PureGym, the Premium/Unlimited Member shall indemnify PureGym in full. It is the Member’s responsibility to take out an insurance policy. PureGym is not liable for any loss or damage caused by simple negligence, just as PureGym is not liable for indirect losses. The Member is not entitled to claim damages or compensation if the Member's opportunity to use PureGym facilities are reduced as a result of renovation or maintenance work, damage, repairs, cleaning, health or hygiene measures or other operational measures initiated by PureGym. If PureGym is unable to fulfil their obligations to the Member as a result of conditions beyond PureGym's control, which PureGym could not foresee or overcome the consequences of (force majeure), the parties' obligations towards each other are suspended during the period during which force majeure exists. The Member cannot cancel their membership during this period, but the Member may terminate their membership in the usual way. If the Member has a pre-paid membership and PureGym is unable to meet their obligations to the Member for a period of time due to force majeure, the Member may not demand that such pre-paid membership is fully or partially refunded or compensated immediately for such period. If the membership remains in force after the force majeure period, PureGym will deduct the value of the prepaid membership for the period from the subsequent billing of the Member.
LIABILITY AND LIMITATION OF LIABILITY. 7.1 Company commits to an obligation to use all commercially reasonable eorts to provide Services in accordance with Agreement.
7.2 Notwithstanding anything to the contrary, neither Party shall be responsible or liable for any indirect, incidental, special, consequential or exemplary damages including but not limited to damages for loss of revenue, profits, goodwill, use, data or other intangible loss, loss of profits, damage to reputation,… resulting from the use or inability to use SaaS or the performance of Services.
7.3 In any case shall Company’s global, cumulative liability be limited, to the extent permied by law, to an amount equal to Fees paid under this Agreement during the period of twelve (12) months preceding the event giving rise to the liability claim. To the extent permied by law, all liability is excluded for non-paying Customers.
7.4 Company shall not be responsible or liable with respect to any subject maer of Agreement related thereto:
(i) For error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business or profits;
(ii) For any damages resulting from a use of a solution that is contrary to Company’s instructions;
(iii) For any maer beyond Company’s reasonable control or Force Majeure; or
(iv) For any amounts that, together with amounts associated with all other claims, exceed ▇▇▇▇ paid by Customer to Company for Services under this Agreement in the twelve (12) months prior to the act that gave rise to the liability, in each case, whether or not Company has been advised of damage possibilities.
7.5 The limitations or exclusions of liability are not applicable to Company’s liability for fraud, willful misconduct, breach of confidentiality obligations in this Agreement, or bodily injury of a person caused by Company’s negligence or any other loss for which Company cannot lawfully exclude its liability. None of the limitations in this Article 7 will apply to Customer’s liability or indemnification obligations.
LIABILITY AND LIMITATION OF LIABILITY. 2.1.1 Liability and limitation of liability are governed by the Main Agreement.
LIABILITY AND LIMITATION OF LIABILITY. 17.1 ▇▇▇▇ Amsterdam cannot be held liable for any damages that are a direct or indirect consequence of: a an event that is beyond its control and cannot be attributed to its actions or omissions, as described in Article 19 of these General Terms and Conditions; b. any act or omission of the Client, its employees, or other persons employed or engaged by the Client.
17.2 ▇▇▇▇ Amsterdam is not liable for any damages of any kind resulting from relying on incorrect and/or incomplete information provided by the Client.
17.3 ▇▇▇▇ Amsterdam accepts no liability if, contrary to the advice of ▇▇▇▇ Amsterdam, the Client insists on certain activities being carried out.
17.4 ▇▇▇▇ Amsterdam accepts no responsibility and/or liability for a concept, logo, image, or text developed by or on behalf of the Client. ▇▇▇▇ Amsterdam is not responsible for any errors in the Client’s specification of a concept, logo, image, and/or text.
17.5 ▇▇▇▇ Amsterdam is not liable for defects in quotations from suppliers or for exceeding price quotations from suppliers.
17.6 ▇▇▇▇ Amsterdam is never liable for indirect damages, including consequential damages, loss of profit, loss of savings, and damages due to business interruption.
17.7 If ▇▇▇▇ Amsterdam should be liable for any damages, its liability is limited to the amount paid out by ▇▇▇▇ Amsterdam’s insurer. If, in any case, the insurer does not make a payment or the damage is not covered by the insurance, ▇▇▇▇ Amsterdam’s liability is limited to the invoice amount or, at least, the portion of the Assignment to which the liability relates.
17.8 The limitations of liability stated in these terms and conditions do not apply in the event of willful misconduct or gross negligence on the part of ▇▇▇▇ Amsterdam or its employees.
17.9 All legal claims by the Client must be filed within 1 year if the Client is dissatisfied with the services or actions of ▇▇▇▇ Amsterdam. Failure to act within the prescribed time limit will result in the expiration of the legal claim.
LIABILITY AND LIMITATION OF LIABILITY. 12.1 The Processor is liable for any damage in accordance with general rules of the applicable law. The Parties have explicitly agreed that the Processor's liability for damages incurred to the Controller shall be limited to terms under this Article of the Contract.
12.2 The Processor rejects liability for any direct or indirect loss or damages including profit loss, reputation damage, loss of savings or earnings including costs for renewal of loss of earnings, loss of interests and loss of data.
12.3 Parties have explicitly agreed that any liability of the Processor for any damages incurred to the Controller or any compensation claim based on this Contract shall be limited to the amount of total payments for the three last calendar months paid by the Controller to Postal address: Company ID: VAT no: Web: E-mail:
LIABILITY AND LIMITATION OF LIABILITY. 9.1. Advisense liability for compensation shall be limited to direct damage incurred by the Client and shall not exceed the fee paid by the Client for the performance of an assignment during the previous 12 months.
9.2. Claims for compensation in connection with a Contract for Services must be made no later than one (1) year after the date on which the grounds for the claim arose.
9.3. Advisense guarantees that valid professional indemnity insurance shall be in place to cover the work that is undertaken.
9.4. A Party shall be exempt from sanctions arising from a failure to fulfil certain obligations in accordance with a Contract for Services, if the reason for such failure is based on circumstances ('Mitigating Circumstances') which are beyond the Party's control, and prevent or render the timely fulfilment of such obligations extremely difficult. If a Party's fulfilment of such obligations is delayed by more than three (3) months on account of a Mitigating Circumstance, the other Party shall be entitled to terminate the Contract for Services immediately in accordance with Section 10.2 below.
9.5. War, acts of war, import or export ban, natural disaster, restrictions of public transport or energy supply, actions or failures by public authorities, new or amended legislation, conflict on the labour market, blockades, fire, flooding, comprehensive loss or destruction of property or serious accident, as well as errors or delays in delivery from suppliers for reasons indicated here, shall constitute Mitigating Circumstances.
9.6. A Party claiming exemption in accordance with the provisions above must inform the other Party of this without undue delay.