Financial Limits

52.2  Subject to Clause 52.1, the Contractor's total aggregate liability:

52.2.1  in respect of the indemnity in Clauses 17.2 (Tax), and 51 (IPR Indemnity), shall be unlimited;

52.2.2  in respect of Services Credits shall be limited in each Contract Year to £[xxxxx] [the greater of £[xxxxx] (subject to indexation) or [xx]% of the annual Charges]; and

52.2.3  in respect of all other claims, losses or damages, whether arising from tort (including negligence), breach of contract or otherwise under or in connection with this Agreement shall in no event exceed £[xxxxx] (subject to indexation) or, if greater, an amount equivalent to [xx]% of the [aggregate Charges paid, due or which would have been payable in the future (prior to the calculation of any reduction to those Charges pursuant to this Agreement) under this Agreement].

52.3  Subject to Clause 52.1, the Authority's total aggregate liability, in addition to its obligation to pay the Charges as and when they fall due for payment:

shall in no event exceed the greater of:

52.3.1  an amount equivalent to the total Charges paid or properly invoiced and due to be paid under this Agreement in the 12 month period immediately preceding the event giving rise to the liability; or

52.3.2  £[xxxx].

52.4  Subject to Clauses 52.1 and 52.5, neither party will be liable to the other party for:

52.4.1  any indirect, or consequential loss or damage; or

52.4.2  any loss of profits, turnover, business opportunities or damage to goodwill (whether direct or indirect).

52.5  Subject to Clause 52.2, the Authority may, amongst other things, recover as a direct loss:

52.5.1  any additional operational and/or administrative costs and expenses arising from the Contractor's Default;

52.5.2  any wasted expenditure or charges rendered unnecessary and/or incurred by the Authority arising from the Contractor's Default;

52.5.3  the additional cost of procuring Replacement Services for the remainder of the Term; and

52.5.4  any anticipated savings that the project would have delivered as set out in the Contractor's original proposal.

52.6  The parties expressly agree that if any limitation or provision contained or expressly referred to in this Clause 52 is held to be invalid under any Law, it will be deemed omitted to that extent, and if any party becomes liable for loss or damage to which that limitation or provision applied, that liability will be subject to the remaining limitations and provisions set out in this Clause 52.

52.7  Nothing in this Clause 52 shall act to reduce or affect a party's general duty to mitigate its loss.