***Please read sections 8.1-8.3 as they exclude/limit each party’s liability***
- What the parties are liable for: Nothing in this Agreement excludes or limits a party’s liability for any Losses that cannot be excluded or limited under Applicable Law (including fraud or willful misconduct). If this Agreement is governed by German law, then the Losses that cannot be excluded or limited under Applicable Law are fraud, wilful misconduct, gross negligence, or damages resulting from death or physical injury, or damages to a person’s health).
- Losses a party is liable for: Subject to sections 8.1 and 8.3, a party is only liable for Losses that the other party suffers as a direct and reasonably foreseeable result of a party’s breach of its obligations under this Agreement. Other than as set out in section 8.1 and the previous sentence, neither party is liable to the other party for any other Losses of any kind. If this Agreement is governed by New South Wales law and the Competition and Consumer Act 2010 applies, then, if Brandwatch is entitled to do so, Brandwatch’s liability will be limited to at its option to: (a) the supply of the Services again; or (b) the payment of the cost of having the Services supplied again.
- Liability cap: Subject to sections 8.1, 8.2, and 10.10, each party’s total liability, however arising, is capped at: (a) the amounts set out below for Claims in a Contract Year; and (b) 110% of the fees for the Services incurred in the first Contract Year, for Claims outside of a Contract Year.Less than £100,000: 110% of the fees for Services incurred in that Contract Year
£100,001 – £1,000,000: Two times the fees for Services incurred in that Contract Year
£1,000,001 or greater: Three times the fees for Services incurred in that Contract Year