12.1The Client warrants that it has all requisite power and authority to execute, deliver and perform its obligations in accordance with these Terms and that it shall comply with all applicable laws and regulations of any competent authority as they apply to the Services.
12.2We will use reasonable endeavours to ensure that the Services are suitable for your intended use but we do not warrant that the Services will meet your requirements or that they will be error-free, timely, reliable, entirely secure, virus-free or available at all times since we are dependent on the reliability of the internet and your use of your own computer to access the Services. We will try to keep any disruptions to a minimum but it may be necessary to suspend the Services from time to time to carry out maintenance and support work.
12.3The Services are provided on an “as is” basis. Save as expressly set out in these Terms, all warranties, representations, undertakings or terms whether express or implied, statutory or otherwise, including in particular any implied warranty of satisfactory quality or fitness for any particular purpose or use are excluded to the fullest extent permitted by law.
12.4Nothing in these Terms shall limit or exclude our liability for:
- 12.4.1Death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or
- 12.4.2Fraud or fraudulent misrepresentation.
12.5Subject to clause 12.4, we shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or correction of software, data or information, loss of goodwill, any regulatory fines (total or incremental) arising from circumstances occurring prior to appointment, or any indirect or consequential loss arising under or in connection with the Contract.
12.6Subject to clause 12.4, Our total aggregate liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total sum of the Charges paid by the Client for the Services in the 12 month period preceding the date when the claim or claims arose.
12.7The Client agrees that all the limitations and exclusions of liability in favour of numbrz have been drawn to its attention and are reasonable in the circumstances under which the Services are to be performed. In the event that a court of competent authority does not agree that the provisions of clause 15.4 shall apply and in any event, subject to clauses 12.5 and 12.6 and this clause, our total liability shall not exceed the limits of the professional indemnity insurance that we maintain from time to time.
12.8INDEMNITY: The Client hereby undertakes and agrees to indemnify numbrz and keep it fully indemnified for and against any and all costs, losses, damages, expense and/or liabilities (including, without limitation, any legal fees and expenses) which may be suffered or incurred by numbrz arising out of or in connection with (i) any breach of the Client’s undertakings or obligations set out in these Terms, and/or (ii) the Client’s negligence, fraud or misconduct.
12.9This clause 12 shall survive termination of the Contract.