No claim will be made against Emerge Capital Limited or any of our offices, directors, employees or members by you or any of your offices, directors, employees or members except as a result of our fraud, wilful default, negligence or as a result of our material breach of the Engagement.
Without prejudice to the above, our maximum aggregate liability under or in connection with the Engagement, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the total amount of fees paid by the Company to us under or in connection to the Engagement. In no event will we be liable under or in connection with the Engagement, whether in contract, tort (including negligence) or otherwise, for: (a) loss of actual or anticipated income or profits; (b) loss of goodwill or reputation; (c) loss of anticipated savings; (d) loss of data; or (e) any indirect or consequential loss or damage of any kind.
Subject to our agreed aggregate limit on our liability, where any loss is suffered by the Company for which we and any other person are jointly and severally liable to the Company, the loss recoverable by the Company from us shall be limited so as to be in proportion to our relative contribution to the overall fault (including costs) of all persons liable in respect of the loss in question and shall not be increased as a result of any exclusion or limitation of liability or any other person.
Any advice given to the Company or other work undertaken for the Company by a director, officer, member or employee of Emerge Capital Limited will be given or undertaken by that person on behalf of Emerge Capital Limited and not in his or her individual capacity. None of our directors, officers, members or employees owe a personal duty of care nor assume any personal responsibility for the advice or other work. The Company agrees not to bring any claim in respect of loss or damage suffered by the Company out of or in connection with the Engagement or other work undertaken for the Company against any of our directors, officers, members, or employees.
Our responsibility is only to the Company as our client. We shall not be under a duty to, nor have a responsibility towards, any other person in connection with the Engagement
Nothing in this agreement shall exclude or limit either party’s liability for fraud, death or personal injury caused by negligence or any other liability which cannot be excluded or limited by law.