10. Limitation and Exclusions of Liability
10.1 This clause sets out Our entire liability to You under or in connection with the Agreement (including any liability for the acts or omissions of Our employees, agents, consultants and sub-contractors).
10.2 References to liability in this clause 10 include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.3 You agree not to hold personally liable any of Our employees, agents, consultants and sub-contractors, regardless of their title. All liability, so far as legally permitted and applicable, shall be between Us and You.
10.4 Nothing in the Agreement limits or excludes Our liability for:
10.4.1 death or personal injury resulting from Our negligence;
10.4.2 any damage or liability incurred by You as a result of Our fraud or fraudulent misrepresentation; or
10.4.3 any liability which cannot lawfully be limited or excluded.
10.5 Our maximum liability under this Agreement and in respect of any other engagements or services We provide to You, unless expressly agreed with You separately in writing in Our Engagement Letter, for all loss or damage including for costs, damages, expenses, liabilities, interest, penalties or fines, is limited to £1,000,000 in aggregate.
10.6 To the extent that the law imposes on us any responsibility to any third party, notwithstanding that we do not accept such responsibility, our liability to that third party shall be limited in accordance with 10.5 and 10.7.
10.7 You agree that (unless otherwise agreed by Us in writing), the financial limit of liability specified in clause 10.5 will be shared between the addressees to Our Engagement Letter (where there is more than one), any other party We agree in writing to assume a duty of care to in relation to this Agreement, and any third party (to the extent that the law imposes on Us a responsibility to that third party notwithstanding that we do not accept such responsibility). It will be entirely a matter for You how You apportion the sharing of that limit of liability and You shall be under no obligation to inform Us of such apportionment.
10.8 To the fullest extent permissible by law, unless expressly agreed with You separately in writing in Our Engagement Letter, We are not liable for the following:
10.8.1 loss of actual or anticipated income or profits;
10.8.2 loss of goodwill or reputation;
10.8.3 loss of sales or business;
10.8.4 loss of agreements or contracts;
10.8.5 loss of anticipated savings;
10.8.6 loss of use or corruption of software, data or information; or
10.8.7 any indirect or consequential loss or damage of any kind;
howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
10.9 Without prejudice to any other exclusion or limitation on liability, subject to clause 10.4 and unless expressly agreed with You separately in writing in Our Engagement Letter, We exclude:
10.9.1 any liability of whatever nature arising as a direct or indirect consequence of Our compliance in good faith with money laundering provisions or any other statutory, professional or regulatory obligation (and, for the avoidance of doubt, this includes liability for delays caused by Our having to seek consent from the relevant authorities including pursuant to the said money laundering provisions);
10.9.2 all liability for any loss or damage, whether direct or indirect, caused by any communication whether by post, fax , email or other electronic means being misdirected or intercepted by third parties.
10.10 Unless expressly agreed with You separately in writing in Our Engagement Letter, We will not be liable to You:
10.10.1 if the delivery of the Services is directly impacted because of something You do or fail to do (such as giving Us wrong or incomplete information or failing to provide information in a timely manner, or relying on the Services in a manner beyond what it was intended for or in a manner which changes the risk associated with the provision of the Services);
10.10.2 if You act on advice previously given by Us without first confirming with Us that the advice is still valid in light of any change in the law, public policy or Your circumstances;
10.10.3 if the laws, regulations, statements of practice and codes of practice upon which any advice We have given to You was based has changed, or if any change has any implications that will require You to obtain additional or updated advice or Services.
10.11 If We are prevented by circumstances beyond Our reasonable control from providing the Services to You We shall not be liable for any delay or loss arising therefrom and the time for completing Our Services shall be extended accordingly.
10.12 Where any loss or damage is suffered by You for which We would otherwise be jointly and severally liable with any third parties, the extent to which such loss or damage shall be recoverable by You from Us, as opposed to the third party, shall be limited so as to be in proportion to Our contribution to the overall fault for such loss or damage, as agreed between the parties or, in the absence of agreement, as finally determined by a Court of competent jurisdiction. Loss in this context includes costs and interest.
10.13 To the extent that you are contracting with us as a consumer (as defined in the Consumer Rights Act 2015), we are responsible for losses you suffer which are caused by us breaking this contract unless the loss is:
10.13.1 unexpected. This means that it was not obvious that it would happen and nothing you said to us before we accepted the engagement meant we should have expected it (so, in the law, the loss was unforeseeable); or
10.13.2 caused by a delaying event outside our control. This is subject to us taking steps to: (i) let you know as soon as possible; (ii) do what we can to reduce the delay; and (iii) allow you to terminate our contract without penalty if the delay is likely to be substantial; or
10.13.3 avoidable by you. We are not responsible if you could have avoided the loss by taking reasonable action; or
10.13.4 a business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in this clause 10.
10.14 Nothing in these terms and conditions shall affect Your statutory rights.