Partner Operations

9.1 Cap. Except as provided in Section 9.3, neither party's aggregate liability under this Agreement, including claims arising under Section 7 (Data Security), shall exceed the fees paid or payable in the twelve (12) six (6) months preceding the claim.

9.2 Exclusions. These limits do not apply to indemnification under Section 11, or to gross negligence.

9.3 Carve-outs. Claims arising under Section 7 (Data Security) are subject to the separate cap set out in the Term Sheet, and amounts payable under Section 11 shall not be counted against the cap in Section 9.1.

9.4 Survival. The limitations and exclusions in this Section 9 survive termination or expiry of this Agreement and apply to all claims, whether in contract, tort or otherwise, regardless of the form of action.

9.5 Aggregate application. Where more than one claim arises from a single course of conduct, those claims shall be treated as one claim for the purpose of the cap in Section 9.1, and the cap shall apply to the aggregate of all amounts payable in respect of them.

9.6 Insurance. Each party shall maintain cyber liability and professional indemnity cover of not less than the amount set out in Schedule 4 for the term of this Agreement and for two (2) years following its expiry, and shall provide evidence of that cover on written request.

9.7 Allocation of risk. The parties acknowledge that the limitations in this Section 9 reflect the allocation of risk agreed between them and are reflected in the fees, and that each party would not have entered into this Agreement without them.