Providing Legal, Commercial and Claims Advice to the Shipping Industry.
Terms and Conditions (click here for a pdf version)Provided the Fee specified in the Schedule has been paid in the required manner, We shall provide the services specified in this Agreement (which includes any attached Addenda) and Schedule on the terms thereof during the term of this Agreement. Important Information This document, the Schedule and any Addenda set out the terms and conditions of the Agreement between You and Us. Please read this Agreement carefully and if the Services or benefits provided do not meet Your requirements or You do not comply with the conditions set out in this section, please return these documents as soon as practicable to Us or the person who arranged this Agreement on your behalf. It is important that: • You check that the Benefits that You have requested are included in the Schedule • You check that the information You have given Us is accurate – please see the “Information That You Provide to Us” further below • You notify Us as soon as practicable of any inaccuracies in the information that You have provided to Us • You comply with Your duties under the terms and conditions of this Agreement Information That You Provide to Us We are relying upon the information You provide to Us, either directly or indirectly through any person acting on Your behalf (Intermediary), in deciding whether to provide You with the Benefits and on what terms and at what price. If You become aware that any information You have given Us is not complete or accurate or You fail to notify Us that the information You have provided Us is inaccurate or incomplete, and We establish that You deliberately or recklessly provided Us with false, misleading or inaccurate information, then We may treat this Agreement as if it never existed and decline all claims. If We establish that You carelessly provided Us with false, misleading or inaccurate information, then the Benefits under this Agreement could be affected and We might, for example: • Cancel this Agreement and refuse to pay any Claim; or • Revise the Fee; or • Charge an additional Fee or not pay a Claim in full. We will inform You or Your Intermediary in writing if We are going to treat this Agreement as if it never existed or need to amend the terms of Your Agreement. How to Make a Claim If You need to notify a Claim or possible Claim, You should contact Our Claims Department as soon as practicable after You become aware of a cause, event or circumstance which has given or may give rise to a Claim, dispute or legal proceedings. Tel: +44 1892 854 033 Email: email@example.com Post: C Solutions Limited, 6 Lloyds Avenue, London EC3N 3AX You should provide Your Agreement Number (which is listed on the Schedule) and brief details of the circumstances. We will promptly send You a Claim Form for completion once contact is made and this must be returned to Us as soon as practicable. If You encounter any issues with this process, You should contact us or your Intermediary immediately. Your Intermediary will be able to assist You with making the claim and any further issues that may arise. Fraudulent Claims If You or any other person acting on Your behalf make any request for payment under this Agreement knowing it to be fraudulent or false through concealment, misstatement or deliberative provision of false information, in any respect or if You ought reasonably in the circumstances to know it to be fraudulent or false, or where there is collusion between any parties to any dispute or legal proceedings for which Legal Expenses cover under this Agreement is being requested, then We will cancel this Agreement and not refund any Fee to You. We shall be entitled to recover any Legal Expenses previously paid that were fraudulent or false. Cancellation You may cancel this Agreement at any time by providing Us with 30 days’ written notice, either directly or through Your Intermediary. No part of the Fee will be refunded. We may cancel this Agreement by giving twenty one (21) days’ written notice to You at Your last known address and/or to Your Intermediary. We will only do this for a valid reason, which may include: • Failure to pay the Fee or any part thereof; or • Non-cooperation or failure to supply information or documentation upon request; or • A change in risk occurring such that We are no longer able to provide You with the Services; or • If You are placed in liquidation, receivership or administration or bankruptcy or if any application is made to the Court or meeting convened for any these purposes. Complaints and Compensation Our wish is to ensure that You are dealt with promptly, fairly and efficiently at all times. If You have any questions or concerns about this Policy or the handling of Your claim, in the first instance please contact: Director C Solutions Limited 6 Lloyds Avenue London EC3N 3AX Tel: +44 203 751 2384 Email: firstname.lastname@example.org Definitions Section – Words with Specific Meanings Wherever words or phrases appear in bold type in this Agreement, they will have the specific meanings described in this Definitions Section, unless otherwise shown in any Benefits Sections that apply as specified in the Schedule. Any words used in this Agreement that are in the singular shall include the plural and vice versa. Acts of English Parliament All Acts of Parliament referred to in this Agreement shall include any subsequent amendments, re-enactments or regulations and equivalent legislation enforceable within the Territorial Limits. Addendum Any changes to the terms and conditions of this Agreement or the Schedule which forms part of this contract. Agreement The contractual terms and conditions and benefits payable to You set out in this document, Schedule, and any Addenda. Any One Claim All Claims or possible Claims arising from the same original cause, event or circumstance. Appointed Representative A lawyer or other appropriately qualified person appointed to act for You in accordance with the terms of this Agreement. Business Description As specified in the Schedule. Claim A claim under this Agreement for Legal Expenses. Client A company, firm, partnership, organisation or individual specified in the Schedule and who has agreed with Us to be designated for the purposes of this Agreement. If requested by You and agreed in writing by Us, also to include any employee or Crew Members including director or partner, conditional on the same Appointed Representative acting for all parties under this Agreement. Contracting Party A person, firm or company trading within the Territorial Limits with whom You have a direct contractual relationship. Contribution The amount specified in the Schedule You must pay in respect of Legal Expenses in respect of Any One Claim before We shall be liable to make any payment. Crew Member Any person under a contract of service with You and that is ordinarily on-board the Vessel during normal operations. Due Date The date monies owed first become due and payable. Fee The sum specified in the Schedule which shall be non-refundable in whole or part. Legal Expenses Any professional fees, expenses and other disbursements reasonably incurred by the Appointed Representative with Our prior written consent; and any costs incurred by other parties for which You are held liable in Court or tribunal proceedings to pay these costs or become liable to pay these costs under a settlement made with another party with Our prior written consent but excluding any costs which You may be ordered to pay by a Court of criminal jurisdiction. Limits of Our Liability Our maximum liability under this Agreement is limited to the amounts specified in the Schedule for: • Any One Claim; or • All Claims notified during the Period of Agreement. Minimum Sum in Dispute The sum in dispute between You and the Contracting Party as specified in the Schedule which We shall not be liable to cover under this Agreement. Period of Agreement As specified in the Schedule. Retained Amount The amount specified in the Schedule that You must pay expressed as a percentage of Legal Expenses in respect of Any One Claim above any Contribution specified in the Schedule before We shall be liable to make any payment under this Agreement. Schedule The document showing details of the Services You have purchased and other relevant information. Services The services we will provide to you as set out in the Schedule and this Agreement. Territorial Limits Worldwide within International Navigating Limits. Vessel A vessel owned by You as specified in the Schedule, which is classified with a member society of the International Association of Classification Societies. We / Us / Our C Support Limited and/or C Solutions Limited and/or their Appointed Representative. You / Your The company, firm, partnership or trading individual as specified in the Schedule. Conditions Precedent You must comply with the following Conditions Precedent, unless We agree in writing to the contrary, before any contractual duty that We might have to You under this Agreement arises. 1. Notification of Claims It is a condition precedent to Our liability that We be notified by You in writing during the Period of Agreement and as soon as practicable after You are aware of any cause, event or circumstance which has given or may give rise to a Claim, dispute or legal proceedings involving You. Where this notification has been given, We agree to treat any subsequent Claim in respect of the same cause, event or circumstance as notified as though the subsequent Claim had been notified during the Period of Agreement. 2. Our Consent It is a condition precedent to Our liability that Our consent to incur Legal Expenses must be obtained in writing prior to You incurring any Legal Expenses. This consent will be given by Us if You can satisfy Us that: a) it is reasonable to incur Legal Expenses having regard to the proportionality between the remedy claimed and the Legal Expenses to be incurred and; b) where YOU are pursuing a claim, there are reasonable prospects of proving the other party’s legal liability and of recovering the damages claimed or other legal remedy sought; or c) where You are defending a claim, the other party does not have reasonable prospects of proving Your legal liability. If during the course of a Claim You cease to satisfy Us in respect of the applicable points a-c above, all future payments will cease in respect of Legal Expenses related to that Claim. The decision to grant or withhold Our consent will be made on receipt of the following information: • a fully completed claim form; and • the information and documentation We reasonably request; and • a legal opinion from the Appointed Representative as to the applicable points a-c above; and • any advice We may deem necessary to take. With Your agreement, We may provide assistance in settling disputes or legal proceedings, the costs of which will be covered under this Agreement subject to the payment of the Contribution and Retained Amount within the Limits of Our Liability. We may require You to obtain an opinion from Counsel at Your expense assessing the merits of the subject matter of the Claim and any legal action. If based upon this opinion We are satisfied in respect of the applicable points a-c above the Legal Expenses in obtaining that opinion will be paid by Us within the Limits of Our Liability. In granting Our consent We undertake to pay You subject to the terms and conditions of this Agreement and its Schedule but this consent does not imply that all Legal Expenses will be paid. In particular Legal Expenses for matters that go beyond the immediate scope of the Claim shall be deemed by Us to fall outside the services provided under this Agreement. We reserve the right to limit Our consent by time and/or financial amount of Legal Expenses and/or stage of proceedings to allow for a review of Our continued consent. If after Our prior written consent has been granted it is shown the Claim has not been brought within the terms and conditions of this Agreement and its Schedule, Our consent will be withdrawn and no Services under this Agreement shall be provided for this Claim. We shall be entitled to recover any Legal Expenses previously paid. If You elect to proceed with the pursuit or defence of a dispute or legal proceedings to which Our consent has not been granted because You have not satisfied applicable points a-c above, and if We consider, in our absolute discretion, that You have been successful in this pursuit or defence, We may pay the Legal Expenses incurred after Our consent had not been granted subject to the terms and conditions of this Agreement. 3. Disclosure It is a condition precedent to Our liability that: a) You must give the Appointed Representative and Us all necessary cooperation, assistance and information including a complete and truthful account of the facts of the Claim and all relevant documentation or other evidence in Your possession; and b) You must provide, obtain or execute all documents as necessary and attend meetings or conferences as requested; and c) You must instruct the Appointed Representative to provide Us with any information, documents or advice in connection with any Claim and the subject matter of any Claim even if privileged; and d) You must instruct the Appointed Representative to provide Us with regular updates on the progress of the subject matter of any Claim and inform Us as soon as practicable if and when any circumstance adversely impacts the factors on which We granted Our consent. The Services under this Agreement may be withdrawn if You fail to co-operate with Our or the Appointed Representative’s requests or if You or the Appointed Representative fails to provide Us with any information in connection with any Claim or the subject matter of any Claim. 4. Offer of Settlement It is a condition precedent to Our liability that You must inform Us in writing as soon as an offer to settle the subject matter of the Claim is received and/or You propose to make an offer of settlement. In deciding whether to accept or reject any settlement offer, You must consider the Legal Expenses incurred or likely to be incurred and recovered. No Services under this Agreement shall be provided if You enter into any agreement to settle without Our prior written consent (this consent not to be unreasonably withheld) and We shall be entitled to recover any Legal Expenses previously paid. If You reject an offer of settlement which We recommend that You accept, or You make an offer with which We do not agree, no further Services under this Agreement shall be provided for the subject matter Claim. We may at Our discretion decide to pay You the amount of damages that You are claiming or that are being claimed against You instead of paying You for Legal Expenses to pursue or defend the dispute or legal proceedings. Where We exercise this discretion, We will cease to be liable for any further Legal Expenses for the subject matter Claim. Sections of Benefits The Sections of Benefits applicable to You are specified in the Schedule. We will only pay You for Claims where the dispute or legal proceedings are or would be within the Territorial Limits and are pursued and/or defended and/or arbitrated and/or litigated under the jurisdiction of England and Wales and the Claim is notified during the Period of Agreement and the dispute or legal proceedings are in connection with activities within the scope and extent of Your Business Description. Section A – Vessel Contract Disputes WHAT IS COVERED We agree to pay You for Legal Expenses incurred in the pursuit or defence of any dispute or legal proceedings made by or brought against Your Client in a contractual dispute or legal proceedings with a Contracting Party over a contract for: • Carriage of goods on a Vessel • Use or hire of a Vessel • Insurance relating to a Vessel (other than a dispute with Us, Our insurers or Our related companies) • Operation and administrative services for a Vessel (including but not limited to contracts in respect of agency, stevedoring, towage, salvage or wreck removal) • Supply to a Vessel of stores, goods, materials or other necessaries including bunkers and lubricating oil provided that: • Legal Expenses incurred in the pursuit of any dispute or legal proceedings shall be limited to seventy-five percent (75%) of the amount in dispute; and • The amount in dispute exceeds the Minimum Sum in Dispute; and • Where the dispute or legal proceedings arise from an undisputed debt, You have exhausted all reasonable methods of recovery and the Appointed Representative recommends legal action. Exclusions to Section A WHAT WE DO NOT COVER We shall not be liable to pay You in respect of Claims arising out of or in connection with: • Construction, alteration, refitting, conversion, repair, maintenance or dry docking of a Vessel • Sale or purchase of a Vessel • Contracts that provide or arrange credit, securities, guarantees or other financial products and financial services; or • Contracts where the liability or right of recovery is incurred by assignment; or • Franchise contracts; or • Contracts of employment; or • Any tenancy or licence to use any real property. Section B – Vessel Damage Disputes WHAT IS COVERED We agree to pay You for Legal Expenses incurred in any dispute or legal proceedings made by You provided You will suffer financial loss if You fail to pursue the dispute or legal proceedings arising out of: • actual or alleged damage to the Vessel by a third party; or • pursuit of uninsured losses following damage to a third-party vessel Exclusions to Section B WHAT WE DO NOT COVER We shall not be liable to pay You in respect of any Claim arising out of or in connection with: • Any subrogation rights of any insurer Section C – Vessel Detention Disputes WHAT IS COVERED We agree to pay You for Legal Expenses incurred in an appeal by You against the detention of a Vessel by a recognised authority including Police, Coastguard, Customs and Excise, Port Authority, Sovereign Navy or any other organisation under the direction of an order of the High Court of England and Wales. Exclusions to Section C WHAT WE DO NOT COVER 1. We shall not be liable to pay You for Legal Expenses incurred in respect of any Claim arising out of or in connection with: • Any detention which is imposed by an Act of Parliament or national or local government regulation or order; or • Licencing of the Vessel or any crew member. 2. We shall not be liable to pay You for any costs or Legal Expenses incurred to comply with a detention notice or order. Section D – General Average Disputes WHAT IS COVERED We agree to pay You for Legal Expenses incurred in pursuit or defence of any dispute or legal proceedings made by or brought against You in a dispute or legal proceedings in England & Wales arising out of or in connection with the recovery of or payment of General Average. Section E – Crew Disputes WHAT IS COVERED We agree to pay You for Legal Expenses incurred by You in defending legal proceedings brought against You by a Crew Member, ex-Crew Member or prospective Crew Member in respect of their English law contract of employment with You or a breach of employment related legislation. You should seek legal advice: • Prior to carrying out any disciplinary procedure or action or suspension of a Crew Member; or • Prior to dismissal of a Crew Member; or • Prior to notifying a Crew Member of their intended retirement date or prior to retiring a Crew Member; or • Prior to instituting a redundancy programme and prior to making a Crew Member redundant; or • Upon notification formally or informally of a grievance from a Crew Member; or • Upon notification formally or informally of a complaint relating to discrimination, victimisation or harassment because of age, disability, gender reassignment, marriage/civil partnership, pregnancy/maternity, race, religion or belief, sex or sexual orientation; or • Prior to any actual or proposed variation of the terms and conditions of employment that a Crew Member could reasonably consider to be adverse (including altering the hours or time or place worked or demotion or deduction from or reduction in a Crew Member’s remuneration); or • As soon as practicable if a Crew Member leaves their employment with or without written notice; or • Upon receipt of an appeal from a Crew Member against a decision made by a Court, tribunal or other similar body. Failure to seek advice will not invalidate this Agreement but could decrease Your prospects of a successful defence in any subsequent disputes or legal proceedings and Your ability to make a Claim. General Exclusions We shall not be liable to pay You for Legal Expenses incurred in respect of: 1. Your defence in civil legal proceedings arising from: a) Injury or disease including psychiatric injury and stress; or b) Loss, destruction or damage of or to property other than in respect of a Vessel; c) Alleged breach of any professional duty; or d) Any non-contractual wrongful act or infringement of a right; or 2. Any dispute or legal proceedings brought, made or commenced outside the jurisdiction of England and Wales; or 3. Legal Expenses incurred without Our prior written consent or for a sum in excess of Our consent; or 4. Any Claim or possible Claim relating to or arising from any cause, event or circumstance occurring prior to or existing at inception of this Agreement and which has or which You knew or ought reasonably to have known may give rise to a dispute or legal proceedings by or against You; or 5. Fines or other penalties imposed by a Court or tribunal; or 6. Any dispute or legal proceedings in respect of which You are, or but for the existence of this Agreement would be, entitled to any payment under any insurance policy or Protection & Indemnity club membership whether a legal expenses insurance or not or under a legal aid certificate or representation order; or 7. Any dispute or legal proceedings where You have failed to maintain in full force and effect Hull & Machinery Insurance and Protection & Indemnity Insurance for the Vessel covering the standard range of perils (for the avoidance of doubt, pursuit of a dispute or legal proceedings where it is alleged that You are in breach of a Hull & Machinery or Protection & Indemnity insurance policy condition or warranty, such dispute or legal proceedings shall not be excluded); or 8. Any Claim arising from Your intentional wrongdoing or an act or omission with negligent disregard as to its consequences; or 9. Any dispute or legal proceedings with Government or Local Authority departments concerning the imposition of statutory charges; or 10. Disputes or legal proceedings between You as specified in the Schedule or any Addendum, or with any parent company or subsidiary company or associated company or partner; or 11. Any dispute or legal proceedings between You and Us, You and the Appointed Representative, or You and Your Intermediary; or 12. Any dispute or legal proceedings arising out of breach or alleged breach of confidentiality or passing off whether related to intellectual property or not; or 13. Any dispute or legal proceedings arising out of the ownership or existence of any intellectual property rights; or 14. Any dispute or legal proceedings arising out of or in connection with actual or alleged defamation or malicious falsehood; or 15. Any Legal Expenses incurred in respect of or in connection with a judicial review; or 16. Appeals arising out of legal proceedings to which Our prior written consent has not been granted or withdrawn; or 17. Unless a result of a sudden or accidental event any claim, legal liability or any loss or damage to property directly or indirectly caused by or contributed to by seepage, pollution or contamination of any kind; or 18. Any Legal Expenses which You should or would have had to incur irrespective of any dispute or legal proceedings; or 19. Any expense, legal liability or any loss or damage to property directly or indirectly caused by or contributed to by: a) Ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel; or b) The radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component; or 20. Any loss, damage, cost or expense directly or indirectly caused by, resulting from or in connection with (including any action taken in controlling, preventing, suppressing or in any way relating to any of the following regardless of any other cause or event contributing concurrently or in any other sequence to the loss: a) War, invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power; or b) Any act including but not limited to the use or threat of force or violence by any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organisation(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public in fear. General Conditions These are the conditions of this Agreement that You need to meet as Your part of this contract. If You do not meet these conditions, We may need to reject Your Claim or a Claim payment could be reduced. In some circumstances, Your Agreement may not be valid. It is understood and agreed that the services provided under this Agreement are managed and provided by C Solutions Group Limited and their standard terms and conditions, which can be found at www.csolutionslimited.com/terms-conditions, are accepted by you. 1. Instruction and Choice of Appointed Representative and Counsel We will choose an Appointed Representative to act on Your behalf in any Claim. In all cases the Appointed Representative shall be appointed in Your name and on Your behalf. If in the course of any Claim the Appointed Representative wishes to instruct Counsel or an expert, Counsel’s or the expert’s name and an explanation of the necessity for this instruction must be submitted to Us for Our prior written consent to the proposed instruction which will not be unreasonably withheld. 2. Payment of Legal Expenses All invoices and requests for payment for Legal Expenses which You receive from the Appointed Representative should be forwarded to Us as soon as practicable upon receipt. If We so require You must ask the Appointed Representative to submit to Us the bill of costs for assessment or certification by the appropriate Law Society, Court or tribunal. You are responsible for payment of all Legal Expenses. We may settle these requests for payment of Legal Expenses directly at Our discretion if requested by You to do so. The payment of some Legal Expenses by Us is not an indication that all Legal Expenses will be paid. 3. Recovery of Costs Whenever You are awarded costs or under the terms of any settlement where costs are included, those costs are to be repaid to Us. You and the Appointed Representative must make every effort to make a full recovery of costs. Where a settlement purports to be a global or a without costs settlement or where costs are awarded but not recovered, You agree that a fair and reasonable proportion of that settlement will be deemed costs and due to Us. Where this settlement is paid in instalments all costs to Us shall be paid first. 4. Appeal Procedure If, following legal proceedings to which We have given Our prior written consent, You wish to appeal against the judgment or decision of a Court or tribunal, the grounds for this appeal must be submitted to Us through the Appointed Representative as soon as practicable so that We may consider whether to consent to this further action. If an appeal is lodged against a judgment or decision of a Court or tribunal made in Your favour following legal proceedings to which We have given Our prior written consent, You must notify Us as soon as practicable in order that cover may continue. We will inform the Appointed Representative of Our decision. If We so require it You must co-operate in an appeal against the judgment or decision of a Court or tribunal. 5. Duty to Mitigate You must take all reasonable precautions to avoid, prevent and mitigate Claims, disputes or legal proceedings. You must use every endeavour and take all reasonable measures to minimise the cost and effect of any Claim. 6. Alteration of Risk You must notify Us as soon as practicable in writing of any change in circumstances that might affect Our decision to provide You with this Agreement or the Fee charged. Examples include changes to Your Business Description or the acquisition of or by another company. 7. Exercise of Reasonable Care You must exercise reasonable care to prevent injury, loss or damage to You or others and comply with all the terms and conditions of this Agreement. 8. Arbitration Any dispute between You and Us shall be referred to a single Arbitrator who shall be a lawyer agreed upon by both You and Us or upon failing agreement, a lawyer who is nominated by the President of the Law Society of England and Wales. The seat of the arbitration shall be in London and the arbitration shall be conducted in accordance with the terms of the Arbitration Act 1996. The apportionment of the costs of the arbitration between You and Us shall be determined by the Arbitrator. 9. Proper Law We and You are free to choose the law applicable to this Agreement. Unless We and You specifically agree to the contrary, this Agreement shall be subject to the Laws and Jurisdiction of England and Wales. 10. General Data Protection Regulations You agree that any information provided to Us regarding You will be processed by Us in compliance with the provisions of the General Data Protection Regulations for the purposes of providing the Services, facilitating renewal of this Agreement and handling Claims, if any, which may necessitate providing this information to third parties including Your Intermediary and our insurers and Your data being transferred outside of the European Union. We collect and use relevant information about You to provide You with the Services and to meet Our legal obligations. This information includes details such as name, address and contact details and any other information that We collect about individuals in connection with this Agreement. This information may include sensitive details such as information about health and criminal convictions. We will process these details, as well as any other personal information You provide to Us in respect of this Agreement, in accordance with Our privacy notice(s) and applicable data protection laws. To enable Us to use Your details in accordance with applicable data protection laws, We will provide You with a copy of Our and Our insurer’s privacy notice(s). 11. Your Insolvency or Liquidation If You become insolvent or are placed in liquidation, receivership, administration or bankruptcy or enter into a voluntary arrangement or deed of arrangement or if any application is made to the Court or meeting convened for any these purposes We have the right to cease to provide the Services under this Agreement for Legal Expenses despite any previous consent We may have granted. 12. Value Added Tax If You are registered for VAT or its equivalent in Your country of domicile, We will not pay the VAT element of any Legal Expenses. 13. Contract (Rights of Third Parties) Act 1999 Unless specifically agreed by Us in writing otherwise, nothing in this Agreement is intended to give any person any right to enforce any term of this Agreement which that person would not have had but for the Contract (Rights of Third Parties) Act 1999. 14. Limitation of Liability We shall have no liability to You under this Agreement if We are prevented from, or delayed in performing, Our obligations under this Agreement or from carrying on Our business by acts, events, omissions or accidents beyond Our reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of C Support, its agents, affiliates or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. We shall be under no liability whatsoever to You for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect and howsoever arising in the course of the performance of this Agreement UNLESS same is proved to have resulted from negligence, or wilful default of C Support or any of its members, employees or agents, in which case Our liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of ten times the fees payable for the term of the case or Pounds Sterling five hundred thousand whichever is the smaller. 15. Sanctions, Export and Exchange Control We shall not be deemed to provide any benefit and We shall not be liable to pay any Claim or provide any benefit under this Agreement to the extent that the provision of such benefit, payment of such Claim or provision of any benefit would expose Us to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of Singapore, the European Union, the United Kingdom or the United States of America. 16. Several Liability We are liable only for Our proportion of liability. We are not jointly liable for the proportion of any other.
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