Liability Framework

Last Updated: 2026-02-18 Effective: [SERVICE_START_DATE]

1. Overview

This document defines the liability framework for 45Black Limited's regulatory data infrastructure services. It clarifies:

2. Types of Liability

2.1 Website Use Only

Applies to: Visitors browsing 45black.tech without a service agreement

Maximum Liability: £100

Scope:

See: Terms of Service for full website liability terms

2.2 MCP/API Service Use

Applies to: Clients with signed service agreements using our MCP/API infrastructure

Maximum Liability: £1,000,000 (professional indemnity insurance limit)

Scope:

See: Professional Indemnity Terms for coverage details

3. Covered Liabilities

What We Are Liable For

3.1 Data Accuracy

3.2 Processing Errors

3.3 Service Availability

3.4 Professional Negligence

4. Excluded Liabilities

What We Are NOT Liable For

4.1 Client Interpretation

We are not liable for:

You must: Consult qualified legal counsel for legal advice.

4.2 Indirect and Consequential Losses

We are not liable for:

4.3 Third-Party Actions

We are not liable for:

4.4 Force Majeure

We are not liable for failures caused by events beyond our reasonable control:

4.5 Client Actions

We are not liable for:

4.6 Known Limitations

We are not liable for failures where:

5. Limitation of Liability

5.1 Maximum Aggregate Liability

Per Client, Per Year: £1,000,000 (our professional indemnity insurance limit)

Multiple Claims: Claims arising from the same root cause are treated as a single claim for limit purposes.

5.2 Proportionate Liability

Where losses result from multiple causes (our error + your interpretation), liability is apportioned based on:

Example:

  • We provide incorrect obligation text (our fault: 40%)
  • You fail to verify against source legislation (your fault: 60%)
  • Proportionate liability: We pay 40% of direct loss (up to limits)

5.3 Time Limits

Notification: Claims must be notified within 30 days of discovery

Legal Action: Claims must be brought within 12 months of discovery, or 3 years from the date of the error (whichever is earlier)

Late claims are time-barred.

6. Mitigation Duties

6.1 Your Duty to Mitigate

To maintain liability coverage, you must:

Failure to mitigate reduces our liability proportionately.

6.2 Our Duty to Remedy

When liable, we will:

7. Insurance and Liability Interaction

7.1 Professional Indemnity Insurance

Coverage: £1,000,000 per claim / aggregate
Insurer: Hiscox Insurance Company Ltd.
Policy Number: [POLICY_NUMBER]

Claims Process:

  1. Claims under £10,000: Handled directly by 45Black
  2. Claims £10,000-£1,000,000: Referred to insurer
  3. Certificate of Insurance: Available on request

7.2 Subrogation

If we pay a claim and later recover losses from a third party (e.g., upstream data provider), you are entitled to proportionate recovery after costs.

8. Specific Liability Scenarios

8.1 Data Breach

If we suffer a data breach:

Your Data: Since your client data never passes through our systems (MCP/API architecture), breach risk is minimal.

8.2 Regulatory Penalties

Scenario: You receive a regulatory penalty based on reliance on our incorrect data

Our Liability:

Why: Regulatory compliance is ultimately your responsibility. We provide tools, not guarantees.

8.3 Service Unavailability

API downtime exceeding SLA:

8.4 Verification Failures

Scenario: Obligation marked as passed verification but contains error

Our Liability:

Scenario: Obligation marked as warning or failed and you relied on it anyway

Our Liability: NO (you were warned)

9. Dispute Resolution

9.1 Escalation Process

Disputes about liability follow this process:

  1. Informal resolution (7 days): Good faith discussion
  2. Formal claim (14 days): Written claim with evidence
  3. Senior review (7 days): Management assessment
  4. Mediation (30 days): Neutral mediator appointed by mutual agreement
  5. Arbitration (binding): If mediation fails
  6. Litigation (last resort): English courts

9.2 Expert Determination

For technical disputes (e.g., was the data extraction correct?):

10. Liability Caps Summary

Service Type Maximum Liability Coverage Type
Website use only £100 Direct losses only
API service (standard) £1,000,000 Direct + mitigation costs
API service (enterprise) Negotiable Per agreement

Exclusions apply — See Section 4 (Excluded Liabilities)

11. Warranties and Disclaimers

11.1 What We Warrant

We warrant that:

11.2 What We Do NOT Warrant

We do not warrant:

12. Third-Party Claims

12.1 Indemnification by 45Black

We indemnify you against third-party claims arising from:

Limit: Same as general liability (£1M)

12.2 Indemnification by You

You indemnify us against third-party claims arising from:

Your Limit: Unlimited (your risk, not ours)

13. Liability for Sub-Contractors

We may use sub-contractors (e.g., hosting providers). We remain liable for:

14. Survival

Liability provisions survive:

Claims must be notified before expiry.

15. Governing Law

This liability framework is governed by the laws of England and Wales.

Disputes subject to exclusive jurisdiction of courts of England and Wales.

16. Relationship to Other Terms

This framework supplements:

In case of conflict, specific terms prevail over general.

17. Contact

Questions about liability framework:

Email: wills.crump@45black.tech
Company: 45Black Limited, Company No. 16860363
Address: 20 Wenlock Road, London, England, N1 7GU