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21. EXCLUSIONS, LIMITATIONS AND INDEMNITY 21.1 General exclusion: The Firm and its Associates, and their directors, officers, employees or agents, will not be liable for any Losses incurred or suffered by the Client under or in connection with this Agreement (including by reason of entering into or performing any Transaction or the Services or where the Firm has declined to enter into a proposed Transaction or perform the Services), unless the Loss is a reasonably foreseeable consequence of, and arises directly from, the Firm's or its Affiliates' gross negligence, wilful default or fraud, or, in the case of the Firm, any gross negligence in the appointment of Associates by the Firm. In no circumstance will the Firm, its Associates or their directors, officers, employees or agents have liability for Losses suffered by the Client or any third party for any special or consequential damage, loss of profits, loss of goodwill or loss of business opportunity arising under or in connection with this Agreement, whether arising out of negligence, breach of contract, misrepresentation or otherwise. Nothing in this Agreement will limit liability for fraud, or negligence which causes death or personal injury. 21.2 Adverse implications of Transactions: Neither the Firm nor its Associates accept liability for any adverse tax, accounting or other implications of the Firm's or the Associates' performance of the Services or any Transaction whatsoever. 21.3 Changes in the market: Neither the Firm nor its Associates accept any liability by reason of any delay or change in market conditions before any particular order or Transaction is effected. 21.4 Force Majeure: The Firm and its Associates will not be liable to the Client for any partial performance or non-performance of the Firm's or its Associates' obligations under this Agreement by reason of any cause beyond the Firm's or its Associates' reasonable control, including any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, war, act of God, acts and regulations of any governmental, quasi-governmental or supranational bodies or authorities or failure by the relevant intermediate broker or other intermediary, client account bank, custodian, sub-custodian, Infrastructure or any agent of the above, for any reason, to perform its obligations. 21.5 Effect of Applicable Regulations: Nothing in this Agreement will exclude or restrict any duty or liability the Firm may have to the Client under Applicable Regulations which may not be excluded or restricted. 21.6 Indemnity: The Client will indemnify the Firm and its Associates on demand against any Losses which the Firm or its Associates may incur or be subjected to from time to time: (a) in performing the Services or with respect to any of the Client's accounts or assets (including where the Firm provides the Client or its directors, employees or agents with access to any Infrastructure); (b) in relation to any order or Transaction or any Firm/CCP Transaction or Firm/ICB Transaction or any transaction which: (i) an Agreed CCP or Intermediate Clearing Broker does not accept for clearing for any reason; or (ii) is automatically accepted by the Firm and is subsequently unwound for any reason; (c) which are allocated by an Intermediate Clearing Broker, Agreed CCP or Additional CCP; (d) for any cost of funding which the Firm incurs in providing margin in relation to any Firm/CCP Transaction or Firm/ICB Transaction as a result of the Firm holding insufficient cash margin from the Client; (e) as a result of any misrepresentation by the Client or any breach of this Agreement (including any Transaction) or Applicable Regulations by the Client or caused by the Client; (f) which arise from the Firm enforcing its rights under the Agreement, acting (or omitting to act) in reliance on communications or actions of the Client or taking other action contemplated by the Agreement; or (g) as a result of any investigation, action, litigation or proceeding by or involving any government agency, Infrastructure, regulatory or self-regulatory authority, counterparty, dealer, or other third party with respect to Transactions (including any dispute relating to delivery). Where the Firm receives any payment that is subject to a tax or other item that is indemnifiable under this clause where the Firm has an obligation to pay an equivalent amount to the Client, the Firm may deduct an amount equal to such tax or other indemnifiable item from the payment due to the Client instead of paying the Client the full amount and making a claim under this indemnity. 21.7 Errors in transaction reporting or other reports: The Firm is not bound by the prices or other details of orders or Transactions which are included in any transaction or other report and, upon the Firm becoming aware of the relevant error, it may make any necessary corrections to affected reports. 21.8 Relationship to this Agreement: The provisions of this clause apply notwithstanding any other term of this Agreement.