Limitation of Liability: Indirect & Consequential Damages
1. Scope & Purpose
This document establishes the standard limitation of liability framework governing contracts, service agreements, procurement arrangements, and commercial partnerships entered into by Aevum Zenth Conglomerate and its 400+ global subsidiaries. It applies universally across all business divisions unless explicitly modified by executed bilateral agreements approved by the Office of General Counsel.
2. Definition of Excluded Damages
For purposes of this policy, Indirect, Incidental, Special, and Consequential Damages shall collectively refer to any losses, costs, or expenses that are not a direct, natural, or foreseeable result of a breach or failure in performance, including but not limited to:
- Loss of profits, revenue, goodwill, or business opportunity
- Business interruption, downtime, or operational delays
- Data loss, data corruption, or information recovery costs
- Costs of cover, substitute goods/services, or workaround implementations
- Reputation harm, brand dilution, or regulatory penalties stemming from secondary effects
- Any punitive, exemplary, or multiple damages unless expressly mandated by applicable jurisdiction
3. Exclusion of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AEVUM ZENTH CONGLOMERATE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AND SUBSIDIARIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE, OR PROVISION OF ANY PRODUCTS, SERVICES, SOFTWARE, INFRASTRUCTURE, OR CONSULTING ENGAGEMENTS, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).
This exclusion applies even if Aevum Zenth has been advised of the possibility of such damages.
4. Permitted Exceptions & Carve-Outs
The foregoing limitation shall not apply to:
| Exception Category | Conditions | Liability Cap |
|---|---|---|
| Gross Negligence / Willful Misconduct | Proven bad faith or reckless disregard for established protocols | Unlimited (subject to jurisdiction) |
| Breach of Confidentiality | Unauthorized disclosure of protected data/IP | Direct damages + injunctive relief |
| Statutory Non-Waivable Liabilities | Consumer protection, employment, or anti-discrimination laws | As mandated by governing statute |
| Direct Damages | Actual, foreseeable losses directly tied to contractual breach | Capped at 100% of fees paid in prior 12 months |
5. Contractual Integration
All standard terms, SLAs, MSAs, and division-specific appendices automatically incorporate this limitation by reference. Counterparty requests to delete or modify this clause require written authorization from the respective Division Legal Counsel and must satisfy the Corporate Risk Committee's approval threshold. Unapproved modifications shall be deemed void unless ratified in a separate executed instrument.
6. Governing Law & Severability
This limitation shall be governed by the substantive laws of the contracting jurisdiction, without regard to conflict of law principles. If any provision is held unenforceable or invalid by a court of competent jurisdiction, the remainder shall continue in full force. Where a court determines that consequential damages cannot be excluded, liability shall be narrowly construed to the minimum amount required by law.
Compliance Notice: This document serves as a corporate policy reference and does not constitute legal advice. All contracts should be reviewed by qualified counsel in the applicable jurisdiction before execution. Aevum Zenth reserves the right to update this policy to reflect evolving regulatory standards and commercial practices.
Legal Inquiries & Contract Review
For division-specific clause exceptions, counterparty negotiations, or compliance certifications:
📧 legal@aevmzenth.com | 📞 +41 22 000 0000 (Zenth Tower, Neo Geneva)