– Client has been duly and promptly notified in writing of such claim giving rise to an indemnity obligation (provided, however, that failure to give prompt notice will not relieve the Client of any liability here-under, except to the extent that the Client has suffered actual material prejudice by such failure),
– Client shall have been given full authority and information to handle the claim or the defence of any suit, proceeding or settlement (provided that no settlement of the claim shall be made without the written consent of the indemnified party, which consent shall not be unreasonably delayed or withheld); and
– Reasonable cooperation by the indemnified party (at the Client’s expense) in the defence of such claim as may be requested by the Client. Notwithstanding the foregoing, the indemnified party shall have the right to participate in the defence of such claims with counsel of its choosing at its own expense.
c. For quality assurance, the Supplier may record and/or monitor calls between Clients and Supplier agents, employees and/or its affiliates regarding the Products and Services (the “Service Calls”). The Supplier shall ensure that it complies with all applicable laws, including, without limitation, obtaining any required consents, in connection with such Service Calls.
d. Subject to Clauses 9a and 9b above, the liability of the Supplier shall be limited to the reasonable cost of remedying the breach or defect and in no circumstances, will it exceed the total amounts paid by the Client to the Supplier.
10. CHOICE OF LAW
This Agreement shall be governed and interpreted under the laws of the United Kingdom.
11. DISPUTE RESOLUTION
a. In the event of a dispute arising out of or in connection with this Agreement, the parties will attempt to resolve the dispute through consultation by senior members of the Parties.
b. If the dispute is not resolved within a reasonable period, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation.
c. If mediation is unavailable, then binding arbitration in accordance with the laws of Illinois. The arbitrator shall be chosen by the Parties from a list of the American Arbitration Association and shall take place in the county of Cook, Illinois. The arbitrator’s award will be final, and judgement may be entered upon it by any court having jurisdiction within the country of United States of America.
12. NOTICE
Any notice, or other document to be given here-under shall be delivered or sent by email, first class post or facsimile transmission to the address or to the facsimile number of the other party set out in this Agreement (or such other address or number as may have been notified) and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery (if sent by post) upon the expiration of forty-eight (48) hours after posting and (if sent by facsimile transmission) upon the expiration of twelve (12) hours after dispatch.
13. MODIFICATION OF AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing and signed by each Party or an authorised representative of each Party.
14. SEVERABILITY AND WAIVER
a. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
b. The waiver by either party of a breach, default, delay or omission of any of the provisions of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.