12.1. Disclaimers
We do our best to provide an outstanding service to customers, and we work very hard to implement and test our service so that our solutions are of a high quality. However, we know errors can be made, and anyone who uses our Service or information provided by this Website or the 360FM Platform team should do so bearing this in mind. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND LMS GLOBAL UK LTD. DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
12.2. Exclusion of certain liability
TO THE EXTENT PERMITTED BY LAW, LMS GLOBAL UK LTD. WILL NOT BE LIABLE FOR DAMAGES CAUSED BY THE SERVICES OR WEBSITE, UNLESS DUE SOLELY TO OUR INTENTIONAL WRONGDOING. IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS WEBSITE OR THE SERVICES, REGARDLESS OF WHETHER WE HAVE NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE.
12.3. Exclusion of Liability For Bespoke Platform or Managed By Us Service Users Only
If you are Bespoke Platform or Managed By Us service user and have supplied your own algorithms, questionnaires and/or bespoke reports for incorporation into Platform and use in your Projects, LMSG cannot be held responsible for any errors due to inaccuracies or incompleteness in those algorithms, questionnaires or reports, once you have Enabled your Project and allowed your clients users to access the 360FM platform. By allowing access to the platform to your client's users, you will be confirming that you have checked the Projects parameters, email communications, questionnaires, competencies, algorithms and reports, and all the choices they comprise of, and in addition that you have completed a Test Project.
Full responsibility means that you confirm that you have adequate insurance to cover any errors, and that all potential claims by any of your clients or their users will be responded to by you. Any communications that LMSG has to undertake with you or your client with regard to such a claim will be chargeable to you at LMSGs standard rate.
LMSG will pass on any claims to you, and you will hereby indemnify LMSG for any expenses and costs incurred as a result of responding to the claim.
LMSG will not provide support to you or your clients about any issue arising from errors due to inaccuracies or incompleteness in the algorithms or reports or questionnaires provided by you, once you have allowed your client to access the 360FM platform.
12.4. Loss of Revenue
LMSG shall not be liable to the Customer for any loss of profits or goodwill or any other type of special, indirect or consequential loss of revenue of any nature whatsoever (including loss or damages suffered as a result of an action brought by a third party) whether arising from negligence, breach of contract or otherwise, even if such loss was reasonably foreseeable or LMSG had been advised of the possibility of the Customer incurring the same, and such liability is hereby excluded to the fullest extent permitted by law.
12.5. Death or Injury
Save in respect of liability for death or personal injury arising as a result of LMSG’s negligence, the total aggregate of LMSG’ liability howsoever arising under or in connection with the Services, whether in respect of a single occurrence or a series of occurrences, shall not exceed in any year the sum of the fees paid by the Customer from the 12 month period preceding the date when the claim arose.
12.6. Limitation of liability
TO THE EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EACH OF LMS GLOBAL UK LTD., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS FOR ANY CLAIM OR DAMAGE ARISING OUT OF OR RELATED TO THE SERVICES OR WEBSITE IS LIMITED TO YOUR DIRECT DAMAGES AND SHALL NOT EXCEED THE FEES YOU HAVE PAID US IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
12.7. Indemnity
To the extent permitted by law, you indemnify LMS Global UK Ltd., and — if applicable — its subsidiaries, affiliates, officers, directors, employees, agents and suppliers against any and all claims, costs, damage and loss arising from your use of the Service. This indemnification includes your responsibility for any and all liability arising from the violation or infringement of copyrights, trademarks or other proprietary rights and from the use of any libellous or unlawful material contained within your Data.
12.8. Third-Party Indemnity
The Customer hereby undertakes and agrees to indemnify LMSG and keep it fully indemnified from and against any costs, losses, damages, expenses and/or liabilities (including without limitation any legal fees and expenses) which may be suffered or incurred by LMSG arising out of or in connection with (i) any claims, proceedings, demands or actions by third parties arising out of or in connection with LMSG’s supply of and/or the Customer’s use of the Service (including without limitation claims under the General Data Protection Regulations 2018 (GDPR) and/or any breach of the Customer’s undertakings or obligations set out in the Agreement, and/or (ii) any breach by the Customer of its obligations under the Agreement, and/or (iii) the Customer’s negligence or wilful misconduct.
12.9. Limitations and Exclusions
The Customer agrees that all the limitations and exclusions of liability in favour of LMSG in the Agreement are reasonable in the circumstances under which the Service is to be performed.
12.10. Complaints Procedure (except data breaches)
Complaints (apart those concerning data breaches) about a Project must be made in writing to us, within three weeks of the Project Open To Raters End Date. Complaints must be made by email to complaints@360feedbackmanager.com so that we can respond quickly and carry out our escalation procedure.