Common use of Limit on Parties Clause in Contracts

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 liability The annual total liability of either Party for all Property 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 100% of the charges payable by the Buyer to the Supplier during the Call-Off Contract Term. 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 100% of the charges Charges payable by the Buyer to the Supplier during the Call-Off Contract Term. The aggregate annual total liability for all other Defaults will not exceed 100% of the Supplier for all Defaults will in no event exceed of the charges 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 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 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 60 consecutive days. Audit Not applicable Buyers responsibilities The Buyer’s Buyer`s responsibilities shall be defined in Schedule 1 Services. Buyer’s Equipment Not Applicablethe Statement of Work.

Limit on Parties. Liability liability The annual total liability of either Party for all Property 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 100% of the charges payable by the Buyer to the Supplier during the Call-Off Contract Term. 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 100% of the charges Charges payable by the Buyer to the Supplier during the Call-Off Contract Term. The aggregate annual total liability for all other Defaults will not exceed 100% of the Supplier for all Defaults will in no event exceed of the charges 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 years] following the expiration or Ending of this Call-Off Contract 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-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-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 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 60 consecutive days. Audit Not applicable Buyers responsibilities The Buyer’s Buyer`s responsibilities shall be defined in Schedule 1 Servicesthe Statement of Work. Buyers equipment The Buyer’s Equipment Not Applicableequipment to be used with this Call-Off Contract Shall be defined in the Statement of Work. Supplier’s information Subcontractors or partners Supplier may also rely on the services of other entities in the global Microsoft group of companies in providing the Services, to which the Buyer hereby consents.

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 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 100% 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 100% 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 100% 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 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 ApplicableApplicable Suppliers Information‌ Subcontractors or Partners [REDACTED] The Call-Off Contract charges and payment details are in the table below. See Schedule 2 for a full breakdown. Payment Method [REDACTED] Payment Profile [REDACTED] Invoice Details [REDACTED] Who and Where to Send Invoices to [REDACTED] Invoice Information Required [REDACTED] Invoice Frequency [REDACTED] Call-Off Contract Value The total value of this Call-Off Contract is £5,993,733.00 (excl. VAT).