Limit on Parties Clause Samples

Limit on Parties. Liability Defaults by either party resulting in direct loss to the property (including technical infrastructure, assets or equipment but excluding any loss or damage to Buyer Data) of the other Party will not exceed of the charges payable by the Buyer to the Supplier during the Call-Off Contract Term. The total liability of the Supplier for Buyer Data Defaults resulting in direct loss, destruction, corruption, degradation or damage to any Buyer Data will not exceed of the charges payable by the Buyer to the Supplier during the Call-Off Contract Term. The aggregate liability of the Supplier for all Defaults will in no event exceed of the charges payable by the Buyer to the Supplier during the Call-Off Contract Term. Insurance The Supplier insurance(s) required will be: • a minimum insurance period of 6 years following the expiration or Ending of this Call-Off Contract • professional indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This professional indemnity insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Buyer requires (and as required by Law) • employers' liability insurance with a minimum limit of £5,000,000 or any higher minimum limit required by Law. The Supplier may, in its sole discretion, fulfil its insurance obligations described herein via commercial insurance, excess insurance, a program of self-insurance or a combination of any of the aforementioned options. For the avoidance of doubt and notwithstanding anything to the contrary, the Supplier is under no obligation to provide the following to demonstrate compliance of its insurance obligations: (1) receipts for insurance premium, or (2) evidence of payment of the latest premiums due. Buyer’s Responsibilities The Buyer’s responsibilities shall be defined in Schedule 1 Services. Buyer’s Equipment Not Applicable.

Limit on Parties liability The annual total liability of either Party for all Property Defaults will not exceed 125%. The annual total liability for Buyer Data Defaults will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Clause 24.1 in Part B below applies for a more in-depth definition of Buyer Data Defaults, while still maintaining the definitions and meanings of Buyer Data and Default in Schedule 6: Glossary and Interpretations below. The annual total liability for all other Defaults will not exceed the greater of 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Clause 24.1 in Part B below provides a definition of Other Defaults. Insurance The insurance(s) required will be: ● a minimum insurance period of [6 years] following the expiration or Ending of this Call-Off Contract ● professional indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This professional indemnity insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Buyer requires (and as required by Law) ● employers' liability insurance with a minimum limit of £5,000,000 or any higher minimum limit required by Law Force majeure A Party may End this Call-Off Contract if the Other Party is affected by a Force Majeure Event that lasts for more than 21 consecutive days. Audit The following Framework Agreement audit provisions will be incorporated under clause 2.1 of this Call-Off Contract to enable the Buyer to carry out audits: Clauses 7.4 – 7.13 will be applied: 7.4 The Supplier will maintain full and accurate records and accounts, using Good Industry Practice and generally ac- cepted accounting principles, of the: 7.4.1 operation of the Framework Agreement and the Call-Off Contracts entered into with Buyers 21 7.4.2 Services provided under any Call-Off Contracts (includ- ing any Subcontracts) 7.4.3 amounts paid by each Buyer under the Call-Off Con- tracts What will happen when the Framework Agreement Ends? 7.5 The Supplier will provide a completed self audit certificate (Schedule 2) to CCS within 3 months of the expiry or Ending of this Framework Agreement.

Limit on Parties liability The annual total liability of either Party for all Property Defaults will not exceed £100,000. The annual total liability for Buyer Data Defaults will not exceed 12.5% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater) Insurance The insurance(s) required will be: A period of 6 years following the expiration or Ending of this Call-Off Contract professional indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This professional indemnity insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Buyer requires (and as required by Law) employers' liability insurance with a minimum limit of £5,000,000 or any higher minimum limit required by Law Force majeure A Party may End this Call-Off Contract if the Other Party is affected by a Force Majeure Event that lasts for more than one hundred and twenty (120) consecutive days. Audit The following Framework Agreement audit provisions will be incorporated under clause 2.1 of this Call-Off Contract to enable the Buyer to carry out audits - clauses 7.4 of the Framework Agreement. ▇▇▇▇▇’s responsibilities The Buyer is responsible for the items detailed in the ▇▇▇▇▇▇ 2 Application Service Definition under Customer responsibilities.

Limit on Parties liability The annual total liability of either Party for all Property Defaults will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). The annual total liability for Buyer Data Defaults will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call- Off Contract Term (whichever is the greater). The annual total liability for all other Defaults will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Insurance The insurance(s) required will be: • a minimum insurance period of 6 years following the expiration or Ending of this Call-Off Contract • professional indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This professional indemnity insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Buyer requires (and as required by Law) • employers' liability insurance with a minimum limit of £5,000,000 or any higher minimum limit required by Law Buyer’s responsibilities The Buyer is responsible for: • If deliverables and documentation is to be accessed only through the Buyer's networks and computer equipment, then all such access and facilities must be provided. • Access to accurate and up-to-date documentation of and any documented requirements (functional and non-functional) to assist with migration. • Providing access to all environment required to carry out the migration outcomes. • Providing all licensing for products required to generate for the duration of the contract. Buyer’s equipment The Buyer’s equipment to be used with this Call-Off Contract includes The Buyer must supply DWP laptops and security dongles where applicable to allow the Contactor to carry out the work This is required to maintain security across all DWP systems and allow us to track access to our environments. Supplier’s information Subcontractors or partners No subcontractors will be used. Call-Off Contract charges and payment The Call-Off Contract charges and payment details are in the table below. See Schedule 2 for a full breakdown. Payment method The payment method for this Call-Off Contract is BACS Payment profile The payment profile for this Call Off Contract is payment upon successful completion as demonstrated by DWP acceptance of delivery mi...

Limit on Parties liability The annual total liability of either Party for all Property Defaults will not exceed [REDACTED]. The annual total liability for Buyer Data Defaults will not exceed [REDACTED] of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term or [REDACTED] (whichever is the greater). The annual total liability for all other Defaults will not exceed the greater of [REDACTED] of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term or [REDACTED] (whichever is the greater). OFFICIAL-SENSITIVE COMMERCIAL 7 Insurance The Supplier insurance(s) required will be: ● a minimum insurance period of 6 years following the expiration or Ending of this Call-Off Contract ● professional indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This professional indemnity insurance cover will have a minimum limit of indemnity of [REDACTED] for each individual claim or any higher limit the Buyer requires (and as required by Law) ● employers' liability insurance with a minimum limit of [REDACTED] or any higher minimum limit required by Law Force majeure A Party may End this Call-Off Contract if the Other Party is affected by a Force Majeure Event that lasts for more than 30 consecutive days. This section relates to clause 23.1 in Part B below. Audit The following Framework Agreement audit provisions will be incorporated under clause 2.1 of this Call-Off Contract to enable the Buyer to carry out audits. Audit provisions from clauses 7.4 to 7.13 of the Framework Agreement.

Limit on Parties liability The annual total liability of either Party for all Property Defaults will not exceed [Redacted] The annual total liability for Buyer Data Defaults will not exceed [Redacted] of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term. The annual total liability for all other Defaults will not exceed [Redacted] of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term. Insurance The insurance(s) required will be: ● a minimum insurance period of 6 years following the expiration or Ending of this Call-Off Contract ● professional indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This professional indemnity insurance cover will have a minimum limit of indemnity of [Redacted] for each individual claim and in the annual policy aggregate or any higher limit as required by Law ● employers' liability insurance with a minimum limit of [Redacted] or any higher minimum limit required by Law. Force majeure Either Party may End this Call-Off Contract if having provided written notice to the other, that Party is affected by a Force Majeure event that lasts for 30 or more consecutive days.

Limit on Parties liability The annual total liability of the Supplier for Buyer Data Defaults resulting in direct loss, destruction, corruption, degradation, or damage to any Buyer Data will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). The annual total liability of the Supplier for all other Defaults will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Insurance The Supplier insurance(s) required will be: a minimum insurance period of 3 years following the expiration or Ending of this Call-Off Contract employers' liability insurance with a minimum limit of £5,000,000 or any higher minimum limit required by Law.

Limit on Parties liability The annual total liability of either Party for all Property Defaults will not exceed [REDACTED]. The annual total liability for Buyer Data Defaults will not exceed [REDACTED] of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term or [REDACTED] (whichever is the greater). The annual total liability for all other Defaults will not exceed the greater of [REDACTED] of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term or [REDACTED] (whichever is the greater). OFFICIAL-SENSITIVE COMMERCIAL 7 Insurance The Supplier insurance(s) required will be: ● a minimum insurance period of 6 years following the expiration or Ending of this Call-Off Contract ● professional indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This professional indemnity insurance cover will have a minimum limit of indemnity of [REDACTED] for each individual claim or any higher limit the Buyer requires (and as required by Law) ● employers' liability insurance with a minimum limit of [REDACTED] or any higher minimum limit required by Law Force majeure A Party may End this Call-Off Contract if the Other Party is affected by a Force Majeure Event that lasts for more than 30 consecutive days. This section relates to clause 23.1 in Part B below. Audit The following Framework Agreement audit provisions will be incorporated under clause 2.1 of this Call-Off Contract to enable the Buyer to carry out audits. Audit provisions from clauses 7.4 to 7.13 of the Framework Agreement.

Limit on Parties liability The annual total liability of the Supplier for Buyer Data Defaults resulting in direct loss, destruction, corruption, degradation, or damage to any Buyer Data will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). The annual total liability of the Supplier for all other Defaults will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Insurance The Supplier insurance(s) required will be: a minimum insurance period of 3 years following the expiration or Ending of this Call-Off Contract employers' liability insurance with a minimum limit of £5,000,000 or any higher minimum limit required by Law.