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claimed against was advised of, or knew of, the possibility of such losses) whether arising from negligence, breach of contract or otherwise: 13.2.1 loss of profits, loss of business, loss of revenue, loss of contract, loss of goodwill, loss of anticipated earnings or savings (whether any of the foregoing are direct, indirect or consequential loss or damage); or 13.2.2 loss of use or value of any data or equipment including software, wasted management, operation or other time (whether any of the foregoing are direct, indirect or consequential); or 13.2.3 any indirect, special or consequential loss or damage; or 13.2.4 the poor performance, or lack of connectivity, or lack of availability of the Internet or telecommunications or hardware; 13.2.5 loss or damage to the other party's or any third party's data or records. 13.3 Except where liability arises under Clauses 13.1 and subject to Clause 13.2 Civica's total aggregate liability in or for breach of contract, negligence, misrepresentation (excluding fraudulent misrepresentation), tortious claim (including breach of statutory duty), restitution or any other cause of action whatsoever relating to or arising under or in connection with this Contract (including performance, non-performance or partial performance), and including liability expressly provided for under this Contract shall not exceed 100% of the price paid or payable for the Services during the 12 months preceding the date on which the claim arose. 13.5 Except as expressly provided otherwise by these terms and conditions or as otherwise expressly agreed in writing between the parties, all other representations, conditions, warranties and other terms are excluded (including any statutory implied terms as to satisfactory quality, fitness for purpose and conformance with description) save to the extent that the same are not capable of exclusion at law. 13.6 Notwithstanding Clause 4.2.5 Civica shall have no liability or obligations to Customer's outsource provider (if any). 13.7 Any cause of action arising from this Contract must be commenced within one year after the cause of action accrues. 14. Termination 14.1 Civica may suspend its obligations under this Contract including providing Support Services, or may terminate Customer's Software licence and/or the Contract at any time upon written notice to Customer, if Customer fails to pay any Fees due under the Contract for 28 days after the due date for payment or is in breach of Clause 4 (Software Licence) or Clause 18.4 (Assignment). 14.2 Either party may terminate this Contract (which right shall also extend to the right to terminate any Software licence granted under Clause 4) forthwith at any time by giving notice in writing to the other party if: 14.2.1 the other party commits any material breach of this Contract (other than Customer's obligation to pay under the Contract which is addressed by Clause 14.1 above) provided that if the breach is remediable then the notice of termination shall not be effective unless the party in breach fails within thirty (30) days of the date of such notice to remedy the breach complained of; or 14.2.2 if one party serves notice on the other in accordance with Clause 2.1.1, any Fees paid in advance shall not be refunded; or 14.2.3 one party suffers for a period of 30 consecutive days or more due to a Force Majeure event; or 14.2.4 the other party ceases to carry on business or a substantial part thereof, commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation whether compulsory or voluntary other than for the purposes of amalgamation or reconstruction or compounds with its creditors generally or has a receiver or manager appointed over all or any part of its assets or suffers execution or distress or takes or suffers any similar action in consequence of debt or becomes unable to pay its debts as they fall due or other similar event. 14.3 The accrued rights and remedies of the parties as at termination shall not be affected. IL Mayfield Village - August 2020 Contract Terms & Conditions.docx Commercial in Confidence Page 10 of 19