a) Where the Company is providing payroll services and (where applicable) pension processing services on behalf of the Client the Company will either send the Client a report setting out the amounts to be paid by (or collected from) the Client and the recipients of those amounts, or (where the Company is acting as a BACS approved bureau), the Company will send the Client a report setting out the amounts that the Company will pay via BACS on the Client’s behalf and the recipients of those amounts. The Company warrants that it shall exercise reasonable skill and care in preparing those reports provided always that if any of the said reports contains any inaccuracies or errors due to the Company’s failure to exercise reasonable skill and care in preparing them the Company’s sole responsibility and liability shall be to correct those reports without making any further charge to the Client. However, the Client acknowledges and accepts that it shall be responsible for checking those reports to ensure that the information contained in them is accurate and free from any errors and, in particular, whether any of the recipients who are employees of the Client have elected to opt out of an auto- enrolment or other company pension scheme, and that the Company is notified accordingly in the case of any inaccuracies or errors.
b) The Client also acknowledges and accepts that it shall be responsible for ensuring that relevant instructions and payroll and pensions data is sent to the Company prior to the deadlines set out in clause 11 and that the Company shall have no liability for any losses which arise (whether wholly or partly) because of the late submission of such instructions and payroll data.
c) The Client also accepts that it shall be responsible for the matters referred to in clause 12 and that the Company shall have no liability for any losses which arise (whether wholly or partly) because of the failure of the Client to fully comply with the provisions of clause 12.
d) Without limiting 9a. 9b. and 9c. above the Client accepts that in no circumstances shall the Company be liable for any indirect or consequential losses howsoever caused including but not limited to any loss of profit or income, damage to goodwill or reputation, inconvenience and (save as set out in a. above) the cost of rectifying any errors and the consequences of any such errors.
e) To the extent that the Company has not effectively limited or excluded it liability to the Client pursuant to clauses 9a., 9b, 9c and 9d., the maximum liability of the Company to the Client, whether such liability shall arise in contract, tort, negligence, breach of statutory duty or otherwise, shall in aggregate not exceed an amount equal to the charges (exclusive of VAT) payable by the Client to the Company for administering the three payroll processing operations (or where applicable, the three payroll and pension processing operations) that immediately proceeded the event giving rise to such liability.
f) The Client agrees that the express warranties made by the Company in clause 9a. are in lieu of and to the exclusion of any other warranties, conditions, terms, undertakings or representations of any kind, express or implied.
g) The Client shall indemnify the Company from and against any claims, demands, losses and liabilities (of whatever nature) brought against or claimed from the Company by any directors or employees of the Client where such claims, demands, losses and/or liabilities arise out of the negligence or breach of statutory duty, or the alleged negligence or the alleged breach of statutory duty, of the Company.
h) The Company shall make every reasonable effort to deliver the Services by the mutually agreed time. However the Company cannot guarantee a specific delivery time. Accordingly the Company’s sole obligation to the Client or to any third party claims in respect of direct or consequential loss arising out of the Company’s failure to deliver the Services on time notwithstanding the form of any such claim arising out of contract negligence or otherwise shall be to deliver such work as close to the mutually agreed time as is reasonably practicable.