Common use of Cancellation and Termination Clause in Contracts

Cancellation and Termination. a. You may terminate this Agreement or cancel any Card, the Master Account or any Account at any time on thirty (30) days’ written notice to us. If You do so, You shall pay all amounts owing on the Master Account or Account and stop all use of the Account (including all Card Accounts and Cardmember Accounts) and instruct the Account Users to stop the use of the Accounts and to destroy any Cards. b. You will indemnify us against all actions, proceedings, claims and demands arising out of or in connection with any claim against us in respect of any cancellation of a Card or Account that You have requested. c. We may terminate this Agreement or cancel any Card, the Master Account or any Account on thirty (30) days’ written notice to You. d. We may terminate this Agreement or cancel any Card, the Master Account or any Account immediately upon notice to You: i) in the event of your failure to comply with any of your obligations under this Agreement, including, but not limited to, failure to ensure payment is made to us when it is due, any form of payment is returned or not honoured in full; or ii) in the event that we deem levels of fraud or credit risk to be unacceptable to us. If we take such action, You are still required to pay all amounts owing on the Master Account and any Account to us. e. We may consider You to be in material breach of this Agreement if: (i) any statement made by You to us in connection with an Account was false or misleading; (ii) You breach any other agreement You have with us or with any of our Affiliates; (iii) if insolvency or other creditor proceedings are threatened or initiated against You or; (iv) we have any reason to believe that You may not be creditworthy. f. If this Agreement is terminated for any reason, You must pay all outstanding Charges and any other amounts You owe us under this Agreement, including unbilled Charges immediately, and ensure the discontinuation of use of the Accounts by Account Users. g. In relation to the Corporate Card Programme, Cardmember Accounts terminate automatically upon termination of this Agreement. It is your responsibility to inform Cardmembers of the termination of this Agreement. h. In relation to any Cash Advance facility permitted by us and provided to Cardmembers at your request, You may ask us to terminate that facility for any or all Cardmembers immediately. Any amount of cash withdrawn on any Cardmember Account where the Cash Advance facility has been terminated by us at your request will be repayable immediately. It is your responsibility to inform Cardmembers of the termination of any Cash Advance facility. i. We may inform Merchants where a Card is no longer valid. j. Your liability under this clause survives termination of this Agreement.

Cancellation and Termination. a. 11.1 Because the Agreement is a contract for the supply of event services during an agreed period of performance, you do not have any statutory right as a consumer to cancel the Agreement under the Consumer Contracts Regulations 2013 or Consumer Rights Act 2015. The entirety of your rights of cancellation is set out below. 11.2 You may terminate this cancel the Agreement or cancel any Card, the Master Account or any Account at any time on thirty (30) days’ by written notice to us. If You do soIn the event of cancellation, You we shall pay all amounts owing on be entitled to retain the Master Account or Account and stop all use Deposit and: (a) if cancellation occurs less than two months prior to the Event Date, may charge an additional cancellation fee of twenty-five per cent (25%) of the Account Fee (including all Card Accounts and Cardmember Accountswhich, together with the Deposit, shall total seventy-five per cent (75%) and instruct the Account Users to stop the use of the Accounts Fee); or (b) if cancellation occurs less than one month prior to the Event Date, may charge an additional cancellation fee of fifty per cent (50%) of the Fee (which, together with the Deposit, shall total one hundred per cent (100%) of the Fee), provided in each case that we will reduce the cancellation fee if and to destroy any Cardsthe extent we mitigate our losses by successfully re-booking the space and/or resources which would have been used to provide the cancelled Event. b. You will indemnify us against all actions, proceedings, claims and demands arising out of or in connection with any claim against us in respect of any cancellation of a Card or Account that You have requested. c. 11.3 We may terminate this the Agreement or cancel any Card, the Master Account or any Account on thirty (30) days’ by written notice to You. d. We you, and may terminate this Agreement or cancel any Cardretain the Deposit, the Master Account or any Account immediately upon notice to You: i) in the event of your failure to comply with any of your obligations under this Agreement, including, but not limited to, failure to ensure payment is made to us when it is due, any form of payment is returned or not honoured in full; or ii) in the event that we deem levels of fraud or credit risk to be unacceptable to us. If we take such action, You are still required to pay all amounts owing on the Master Account and any Account to us. e. We may consider You to be in material breach of this Agreement if: (ia) you commit a material breach of the Agreement and (in the case of a material breach which is capable of remedy) fail to remedy that breach within such a reasonable period of time as we may specify. In particular, if you have failed to obtain and provide evidence of necessary insurance, licences, consents, approvals or risk assessments as required by the Agreement then this will be a material breach which is incapable of remedy; or (b) you become insolvent or bankrupt, or are the subject of an administration, or enter into any statement made voluntary arrangement with creditors, or are subject to any equivalent event or proceedings. 11.4 We may terminate the Agreement by You written notice to us in connection with an Account was false or misleading; you, and shall return the Deposit to you, if: (ii) You breach any other agreement You have with us or with any of our Affiliates; (iii) if insolvency or other creditor proceedings are threatened or initiated against You or; (iva) we have are, or reasonably believe we will be, unable to perform the Agreement for reasons outside our control; or (b) we otherwise require any reason material changes in the arrangement of the Event which are not acceptable to believe that You you (other than any substitutions we may not be creditworthymake under clause 5.13). We shall also return the Deposit to you if you cancel your booking by written notice within fourteen (14) days after receiving notice from us of any material revision to the Fees. f. If this Agreement is terminated 11.5 Termination of the Agreement, for any whatever reason, You must pay all outstanding Charges and shall not limit any other amounts You owe us under this Agreement, including unbilled Charges immediately, and ensure the discontinuation of use rights or remedies of the Accounts by Account Usersparties which accrued prior to termination. g. In relation to the Corporate Card Programme, Cardmember Accounts terminate automatically upon termination of this Agreement. It is your responsibility to inform Cardmembers of the termination of this Agreement. h. In relation to any Cash Advance facility permitted by us and provided to Cardmembers at your request, You may ask us to terminate that facility for any or all Cardmembers immediately. Any amount of cash withdrawn on any Cardmember Account where the Cash Advance facility has been terminated by us at your request will be repayable immediately. It is your responsibility to inform Cardmembers of the termination of any Cash Advance facility. i. We may inform Merchants where a Card is no longer valid. j. Your liability under this clause survives termination of this Agreement.

Cancellation and Termination. a. You may terminate this Agreement or cancel any Card, the Master Account or any Account at any time on thirty (30) days’ days‟ written notice to us. If You do so, You shall pay all amounts owing on the Master Account or Account and stop all use of the Account (including all Card Accounts and Cardmember Accounts) and instruct the Account Users to stop the use of the Accounts and to destroy any Cards. b. You will indemnify us against all actions, proceedings, claims and demands arising out of or in connection with any claim against us in respect of any cancellation of a Card or Account that You have requested. c. We may terminate this Agreement or cancel any Card, the Master Account or any Account on thirty (30) days’ days‟ written notice to You. d. We may terminate this Agreement or cancel any Card, the Master Account or any Account immediately upon notice to You: i) in the event of your failure to comply with any of your obligations under this Agreement, including, but not limited to, failure to ensure payment is made to us when it is due, any form of payment is returned or not honoured in full; or; iii) in the event that we deem levels of fraud or credit risk to be unacceptable to us. If we take such action, You are still required to pay all amounts owing on the Master Account and any Account to us. e. We may consider You to be in material breach of this Agreement if: (i) any statement made by You to us in connection with an Account was false or misleading; ; (ii) You breach any other agreement You have with us or with any of our Affiliates; ; (iii) if insolvency or other creditor proceedings are threatened or initiated against You or; ; (iv) we have any reason to believe that You may not be creditworthy. f. If this Agreement is terminated for any reason, You must pay all outstanding Charges and any other amounts You owe us under this Agreement, including unbilled Charges immediately, and ensure the discontinuation of use of the Accounts by Account Users. g. In relation to the Corporate Card Programme, Cardmember Accounts terminate automatically upon termination of this Agreement. It is your responsibility to inform Cardmembers of the termination of this Agreement. h. In relation to any Cash Advance facility permitted by us and provided to Cardmembers at your request, You may ask us to terminate that facility for any or all Cardmembers immediately. Any amount of cash withdrawn on any Cardmember Account where the Cash Advance facility has been terminated by us at your request will be repayable immediately. It is your responsibility to inform Cardmembers of the termination of any Cash Advance facility. i. We may inform Merchants where a Card is no longer valid. j. h. Your liability under this clause survives termination of this Agreement.

Cancellation and Termination. a. Helcim reserves the right to terminate your Account for any reason, without notice, at any time. Some reasons that this may occur include: i. We determine, in our sole discretion that your use of the Services constitutes an ineligible risk of fraud or credit risk; ii. You use the Services in a manner contrary to this Agreement, our policies or in an otherwise prohibited manner; iii. Non-payment of any amounts owing to us for any reason; iv. Chargebacks in excess of Association monitoring guidelines; v. Your percentage of error Transactions or retrieval requests is excessive in the opinion of Xxxxxx; vi. You appear on the Association Terminated Merchant File; or vii. Applicable Law or a Financial Services Provider requires us to. b. You may terminate this Agreement or cancel any Card, the Master Account or any your Account at any time on thirty (30) days’ written notice to us. If You do so, You shall pay all amounts owing on by emailing xxxx@xxxxxx.xxx and following the Master Account or Account and stop all use of the Account (including all Card Accounts and Cardmember Accounts) and instruct the Account Users to stop the use of the Accounts and to destroy any Cards. b. You will indemnify us against all actions, proceedings, claims and demands arising out of or in connection with any claim against us in respect of any cancellation of a Card or Account that You have requestedinstructions provided. c. We may terminate this Agreement Upon termination, you agree to i. complete all pending Transactions; ii. stop accepting new Transactions; iii. remove all Helcim or cancel any Card, the Master Account or any Account on thirty (30) days’ written notice to Youpayment network logos from your website. d. We may terminate this Agreement or cancel Upon termination of your Account for any Card, the Master Account or any Account immediately upon notice to Youreason: i) in i. Helcim will cease providing you with the event of Services and you will no longer be able to access your failure to comply with any of your obligations under this Agreement, including, but not limited to, failure to ensure payment is made to us when it is due, any form of payment is returned or not honoured in full; orAccount; ii) . in the event that we deem levels are unable or unwilling to make payments to you as a result of fraud concerns relating to fraud, a Bankruptcy Petition, anti-money laundering or credit risk other regulatory or legal requirements, we may refund or otherwise return, or recommend that Customers Chargeback amounts that have been collected from Customers by us but not paid out to you; iii. any licenses granted to you by Xxxxxx under this agreement will end; iv. unless otherwise provided in the Agreement, you will not be unacceptable entitled to usany refunds of any fees, pro rata or otherwise; v. any amounts owed to you will be paid out in accordance with sections 9(d) 10(c); vi. If we take such actionthe accrued rights, You are still required remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to pay all amounts owing on the Master Account and claim damages in respect of any Account to us. e. We may consider You to be in material breach of this Agreement if:the agreement which existed at or before the date of termination or expiry; (i) vii. any statement made by You outstanding amounts owed to us in connection with an Account was false or misleading; (ii) You breach any other agreement You have with us or with any of our Affiliates; (iii) if insolvency or other creditor proceedings are threatened or initiated against You or; (iv) we have any reason to believe that You may not be creditworthy. f. If this Agreement is terminated Helcim for any reason, You must pay all outstanding Charges and any other amounts You owe us under this Agreement, including unbilled Charges immediately, and ensure the discontinuation of your use of the Accounts by Services through the effective date of such termination will immediately become due and payable in full; and viii. Helcim will have no obligation to retain or preserve any of your Account UsersContent. g. In relation to the Corporate Card Programme, Cardmember Accounts terminate automatically upon termination of this Agreement. It is your responsibility to inform Cardmembers of the termination of this Agreement. h. In relation to any Cash Advance facility permitted by us and provided to Cardmembers at your request, You may ask us to terminate that facility for any or all Cardmembers immediately. Any amount of cash withdrawn on any Cardmember Account where the Cash Advance facility has been terminated by us at your request will be repayable immediately. It is your responsibility to inform Cardmembers of the termination of any Cash Advance facility. i. We may inform Merchants where a Card is no longer valid. j. Your liability under this clause survives termination of this Agreement.

Cancellation and Termination. a. You may terminate this Agreement or cancel any Card, the Master Account or any Account at any time on thirty (30) days’ written notice to us. If You do so, You shall pay all amounts owing on the Master Account or Account and stop all use of the Account (including all Card Accounts and Cardmember Accounts) and instruct the Account Users to stop the use of the Accounts and to destroy any Cards. b. You will indemnify us against all actions, proceedings, claims and demands arising out of or in connection with any claim against us in respect of any cancellation of a Card or Account that You have requested. c. We may terminate this Agreement or cancel any Card, the Master Account or any Account on thirty (30) days’ written notice to You. d. We may terminate this Agreement or cancel any Card, the Master Account or any Account immediately upon notice to You: i) in the event of your failure to comply with any of your obligations under this Agreement, including, but not limited to, failure to ensure payment is made to us when it is due, any form of payment is returned or not honoured in full; or ii) in the event that we deem levels of fraud or credit risk to be unacceptable to us; and/or iii) if You or any Programme Administrator or Account User behave in an abusive or threatening way to our staff. If we take such action, You are still required to pay all amounts owing on the Master Account and any Account to us. e. We may consider You to be in material breach of this Agreement if: (i) any statement made by You to us in connection with an Account was false or misleading; (ii) You breach any other agreement You have with us or with any of our Affiliates; (iii) if insolvency or other creditor proceedings are threatened or initiated against You or; (iv) we have any reason to believe that You may not be creditworthy. f. If this Agreement is terminated for any reason, You must pay all outstanding Charges and any other amounts You owe us under this Agreement, including unbilled Charges immediately, and ensure the discontinuation of use of the Accounts by Account Users. g. In relation to the Corporate Card Programme, Cardmember Accounts terminate automatically upon termination of this Agreement. It is your responsibility to inform Cardmembers of the termination of this Agreement. h. In relation to any Cash Advance facility permitted by us and provided to Cardmembers at your request, You may ask us to terminate that facility for any or all Cardmembers immediately. Any amount of cash withdrawn on any Cardmember Account where the Cash Advance facility has been terminated by us at your request will be repayable immediately. It is your responsibility to inform Cardmembers of the termination of any Cash Advance facility. i. We may inform Merchants where a Card is no longer valid. j. Your liability under this clause survives termination of this Agreement.

Cancellation and Termination. a. You may terminate this Agreement or cancel any Card, the Master Account or any Account at any time on thirty (30) days’ written notice to usus or at any time if you are a Microenterprise. If You do so, You shall pay all amounts owing on the Master Account or Account and stop all use of the Account (including all Card Accounts and Cardmember Accounts) and instruct the Account Users to stop the use of the Accounts and to destroy any Cards. b. You will indemnify us against all actions, proceedings, claims and demands arising out of or in connection with any claim against us in respect of any cancellation of a Card or Account that You have requested. c. We may terminate this Agreement or cancel any Card, the Master Account or any Account on ’ thirty (30) days’ written notice to You. d. We may terminate this Agreement or cancel any Card, the Master Account or any Account immediately upon notice to You: i) in the event of your failure to comply with any of your obligations under this Agreement, including, but not limited to, failure to ensure payment is made to us when it is due, any form of payment is returned or not honoured in full; or ii) in the event that we deem levels of fraud or credit risk to be unacceptable to us; and/or iii) if You or any Programme Administrator or Account User behave in an abusive or threatening way to our staff. If we take such action, You are still required to pay all amounts owing on the Master Account and any Account to us. e. We may consider You to be in material breach of this Agreement if: (i) any statement made by You to us in connection with an Account was false or misleading; (ii) You breach any other agreement You have with us or with any of our AffiliatesAffiliates or; (iii) if insolvency or other creditor proceedings are threatened or initiated against You or; (iv) we have any reason to believe that You may not be creditworthy. f. If this Agreement is terminated for any reason, You must pay all outstanding Charges and any other amounts You owe us under this Agreement, including unbilled Charges immediately, and ensure the discontinuation of use of the Accounts by Account Users. g. In relation to the Corporate Card Programme, Cardmember Accounts terminate automatically upon termination of this Agreement. It is your responsibility to inform Cardmembers of the termination of this Agreement. h. In relation to any Cash Advance facility permitted by us and provided to Cardmembers at your request, You may ask us to terminate that facility for any or all Cardmembers immediately. Any amount of cash withdrawn on any Cardmember Account where the Cash Advance facility has been terminated by us at your request will be repayable immediately. It is your responsibility to inform Cardmembers of the termination of any Cash Advance facility. i. We may inform Merchants where a Card is no longer valid. j. Your liability under this clause survives termination of this Agreement. Once a Card has been terminated or cancelled, any transaction made with the Card will be considered as fraudulent and You must pay us the due amounts and immediately destroy the Card.

Cancellation and Termination. a. You may terminate this Agreement or cancel any Card, Account, or the Master Account or any Account at any time on time, upon thirty (30) days’ written notice to usUs. If You do so, You shall must pay all amounts owing on the Master Account or Mas- ter Account and stop all use of the Account (including all Card Accounts and Cardmember Accounts) and instruct the Account Users to stop the use of us- ing the Accounts and to destroy any Cards. b. You will indemnify us against compensate Us for all actions, proceedings, claims and demands arising out of law- suits deriving from or in connection with any claim against us in respect of Us concern- ing any cancellation of a Card or Account that You have requested. c. We may terminate this Agreement or cancel any Card, Account, or the Master Account or any Account on thirty (30) daysAccount, upon two months’ written notice to You. d. We may terminate this Agreement or cancel any Card, Account, or the Master Account or any Account immediately upon notice to YouYou in the event of: i) in the event of your failure to comply with any of your obligations under this Agreement, Agree- ment including, but not limited to, failure to ensure payment is made to us when it is due, or if any form of payment is returned or not honoured paid in full; or ii) in Us deeming the event that we deem levels of fraud or credit risk to be unacceptable to usfor Us. If we take such action, You are will still be required to pay all amounts owing to Us on any Account and the Master Account and any Account to usAccount. e. We may consider You to be in material breach of this Agreement if: (i) any statement made by You to us Us in connection with an Account was false or misleading; (ii) You breach any other agreement Agreement You have with us or with any of our AffiliatesSubsidiaries; or (iii) if insolvency or other creditor proceedings are threatened or initiated against You or; (iv) we have any reason to believe that You may not be creditworthysolvent. f. If this Agreement is terminated for any reason, You must pay all outstanding out- standing Charges and any other amounts You owe us under this AgreementAgree- ment, including unbilled Charges Charges, immediately, and ensure Account Us- ers stop using the discontinuation of use of the Accounts by Account UsersAccounts. g. In relation to the Corporate Card Programme, Cardmember Accounts terminate Ac- counts will be cancelled automatically upon termination of when this AgreementAgreement ends. It is your responsibility to inform Cardmembers of the termination of this Agreement. h. In relation to any Cash Advance facility permitted by us We permit and provided provide to Cardmembers at your request, You may ask us to terminate that facility for any or all Cardmembers immediatelywith immediate effect. Any amount of cash withdrawn on any Cardmember Account where the Cash Advance facility has been terminated cancelled by us Us at your request will be repayable immediately. It is your responsibility to inform Cardmembers of the termination cancellation of any Cash Advance facility. i. We may inform Merchants where when a Card is no longer valid. j. Your liability under this clause survives will continue after termination of this Agreement. After the Card has been cancelled, any transaction charged to it will be considered fraudulent and You must pay Us the amounts owing and im- mediately destroy the Card.

Cancellation and Termination. a. You 20.1 If you cancel or purport to cancel all or part of the Works the provisions of Clause 6.3 shall apply in relation to any such cancellation or purported cancellation. 20.2 If we commit a material breach of our obligations under this Agreement, you may terminate this Agreement or cancel any Card, give us Written Notice identifying the Master Account or any Account at any time on thirty (30) days’ written breach and stating that notice to usof termination will be served if such breach is not remedied within 30 days of receipt of the Notice. If You do sowe fail to remedy such breach within 30 days after receipt of such Notice or within such period fail to demonstrate to you that we have taken and/or are taking steps to remedy such breach and will remedy such breach within a period agreed with you (such agreement not to be unreasonably withheld or delayed), You shall pay all amounts owing on the Master Account or Account and stop all use of the Account (including all Card Accounts and Cardmember Accounts) and instruct the Account Users to stop the use of the Accounts and to destroy any Cardsthen you may forthwith by Written Notice terminate our employment under this Agreement. b. 20.3 You will indemnify us against all actions, proceedings, claims and demands arising out of or in connection with any claim against us in respect of any cancellation of a Card or Account accept that You have requested. c. We may terminate this Agreement or cancel any Card, the Master Account or any Account on thirty (30) days’ written notice to You. d. We may terminate this Agreement or cancel any Card, the Master Account or any Account immediately upon notice to Youif you: i) in the event of your failure to comply with a. do not pay us any amount properly due by you; and/or b. otherwise commit a material breach of your obligations under this Agreement; we may give you Written Notice identifying the non-payment or breach and stating that notice of termination will be served if such non-payment or breach is not remedied. If you fail to remedy such breach within 7 days after receipt of such notice or (in the case of a breach other than in relation to payment) within such period fail to demonstrate to us that you have taken and are taking steps to remedy such breach and will remedy such breach within a period agreed with us (such agreement not to be unreasonably withheld or delayed), then we may forthwith by Written Notice terminate your employment under this Agreement. 20.4 Either Party may terminate their employment under this Agreement forthwith by Written Notice to the other in the event that the other Party: a. becomes or threatens to become bankrupt or insolvent or is adjudicated bankrupt or insolvent by a court of competent jurisdiction in its country of incorporation; or b. has a body or person (including, but not limited to, failure a liquidator, administrator or other receiver or manager) appointed to ensure payment is made to us when it is duemanage its affairs or assets or its undertakings on behalf of its creditors, any form its members or a court of payment is returned or not honoured in fullcompetent jurisdiction; or iic. issues a notice proposing that it should be wound up or passes a resolution for its winding up (except in each case for the purposes of amalgamation or reconstruction); or d. ceases to carry on all or substantially all of its business or is unable to pay its debts as defined in accordance with relevant legislation (in the case of a company incorporated in England and Wales, within the meaning of Section 123 of the Insolvency Act 1986) including any amendments and re- enactments thereof. 20.5 Notwithstanding any other right or remedy of the Parties under this Agreement, termination under Clause 19 or this Clause 20 shall constitute a Variation omitting all outstanding parts of the Works other than any reinstatement works falling within a Highway and any further works necessary to leave the Works in a safe condition (in each case insofar as reasonably practicable taking into account any Force Majeure giving rise to such termination). The provisions of Clause 6 shall apply in relation to any such Variation, provided that in the event that we deem levels of fraud termination by you under Clause 20.2 or credit risk to be unacceptable to us. If we take such action, You are still required to pay all amounts owing on the Master Account Clause 20.4 (but not otherwise) Clauses 6.3(a)(i) and any Account to us. e. We may consider You to be in material breach of this Agreement if: (i) any statement made by You to us in connection with an Account was false or misleading; (ii) You breach any other agreement You have with us or with any of our Affiliates; (iii) if insolvency or other creditor proceedings are threatened or initiated against You or; (iv) we have and Clause 6.3(b) shall not apply when calculating any reason consequent adjustment to believe that You may not be creditworthythe Charge. f. If this Agreement is terminated for any reason, You must pay 20.6 Subject to deduction of all outstanding Charges and any other amounts You owe previous payments made by you to us under this Agreement, including unbilled Charges immediatelyyou shall pay to us the Charge as adjusted in accordance with Clause 20.5. In the event that such Charge is less than the total of such previous payments, and ensure we shall pay the discontinuation of use of the Accounts by Account Usersdifference to you. g. In relation to the Corporate Card Programme, Cardmember Accounts terminate automatically upon 20.7 On termination of this Agreement. It is your responsibility Agreement pursuant to inform Cardmembers of this Clause 20, you agree to allow us and/or our Sub- Contractor access to the termination of this AgreementSite in order to remove any Equipment, Plant and Materials belonging to us and/or Sub-Contractor. h. In relation to any Cash Advance facility permitted by us and provided to Cardmembers at your request, You may ask us to terminate that facility for any or all Cardmembers immediately. Any amount of cash withdrawn on any Cardmember Account where the Cash Advance facility has been terminated by us at your request will be repayable immediately. It is your responsibility to inform Cardmembers of the termination of any Cash Advance facility. i. We may inform Merchants where a Card is no longer valid. j. Your liability under this clause survives termination of this Agreement.

Cancellation and Termination. a. You may terminate this Agreement or cancel any Card, the Master Account or any Account at any time on thirty (30) days’ written notice to us. If You do so, You shall pay all amounts owing on the Master Account or Account and stop all use of the Account (including all Card Accounts and Cardmember Accounts) and instruct the Account Users to stop the use of the Accounts and to destroy any Cards. b. You will indemnify us against all actions, proceedings, claims and demands arising out of or in connection with any claim against us in respect of any cancellation of a Card or Account that You have requested. c. We may terminate this Agreement or cancel any Card, the Master Account or any Account on thirty (30) days’ written notice to You. d. We may terminate this Agreement or cancel any Card, the Master Account or any Account immediately upon notice to You: i) in the event of your failure to comply with any of your obligations under this Agreement, including, but not limited to, failure to ensure payment is made to us when it is due, any form of payment is returned or not honoured in full; or ii) in the event that we deem levels of fraud or credit risk to be unacceptable to us. If we take such action, You are still required to pay all amounts owing on the Master Account and any Account to us. e. We may consider You to be in material breach of this Agreement if: : (i) any statement made by You to us in connection with an Account was false or misleading; (ii) You breach any other agreement You have with us or with any of our Affiliates; (iii) if insolvency or other creditor proceedings are threatened or initiated against You or; (iv) we have any reason to believe that You may not be creditworthy. f. If this Agreement is terminated for any reason, You must pay all outstanding Charges and any other amounts You owe us under this Agreement, including unbilled Charges immediately, and ensure the discontinuation of use of the Accounts by Account Users. g. In relation to the Corporate Card Programme, Cardmember Accounts terminate automatically upon termination of this Agreement. It is your responsibility to inform Cardmembers of the termination of this Agreement. h. In relation to any Cash Advance facility permitted by us and provided to Cardmembers at your request, You may ask us to terminate that facility for any or all Cardmembers immediately. Any amount of cash withdrawn on any Cardmember Account where the Cash Advance facility has been terminated by us at your request will be repayable immediately. It is your responsibility to inform Cardmembers of the termination of any Cash Advance facility. i. We may inform Merchants where a Card is no longer valid. j. Your liability under this clause survives termination of this Agreement.

Cancellation and Termination. a. 6.1 You may terminate this Agreement your agreement with us under these Client Terms and Conditions by giving us at least 30 days’ notice in writing (see clause 1.10 for our contact details). 6.2 Freemarket may terminate the agreement with you under these Client Terms and Conditions by providing you at least 30 days’ notice. 6.3 If there have been no receipts or cancel transfers of monies to/from your Account for one calendar year, your Account will become dormant and the information about you will have to be updated and validated in accordance with our policies and procedures in order for your Account to be reactivated. 6.4 Freemarket can suspend or terminate your Account and these Client Terms and Conditions with immediate effect without prior notice to you if: 6.4.1 you are not able to pay your debts when due, stop trading or become insolvent; 6.4.2 we discover that any Card, the Master Account Registration Data or any Account at other information we hold about you or you have provided us in relation to any time transactions is incorrect; 6.4.3 we are not able to confirm the information about you in accordance with our policies and procedures; 6.4.4 you fail to pay any amount due under these Client Terms and Conditions on thirty the due date and remain in default not less than 15 Business Days after being notified in writing to make such payment; 6.4.5 you (30or any User) days’ written notice break any important term or repeatedly break any term of these Client Terms and Conditions and (where remediable) fail to us. If You remedy it within a period of 15 Business Days after being notified in writing to do so, You shall pay all amounts owing on the Master Account ; 6.4.6 we have a reason to believe that you (or Account and stop all use of the Account any User) have committed or are about to commit crime (including all Card Accounts and Cardmember Accountsfraud) and instruct in relation to the Account Users to stop the use of the Accounts and to destroy any Cards.Account; b. You will indemnify us against all actions, proceedings, claims and demands arising out of or in connection with any claim against us in respect of any cancellation of a Card or Account that You have requested. c. We may terminate this Agreement or cancel any Card, the Master Account 6.4.7 you (or any Account on thirty (30User) days’ written notice use the Services in any way that is illegal in any applicable jurisdiction; 6.4.8 we are required to You. d. We may terminate this Agreement or cancel any Card, the Master Account or any Account immediately upon notice to You: i) in the event of your failure do so to comply with any applicable law or at the request of any regulated body, regulator or a banking partner; 6.4.9 we reasonably believe that continuing to provide the Account and/or other Services to you might expose us to action or censure from any government, regulator or law enforcement agency; 6.4.10 you (or any User) do or omit to do anything which could (actually or potentially) (a) harm our reputation; or (b) harm the reputation of any third party with whom we have a contractual relationship. 6.5 On cancellation or termination of these Client Terms and Conditions by you or by us, your Account will be closed. Once your Account is closed you will no longer be able to use the Services. We will refund the remaining balance on the Account (if any) to an account in your (the Business Client’s) name once all transactions and all relevant fees have been processed. We will use the information you have provided us to try to send the remaining funds back to you. We may ask you to provide satisfactory confirmation of your obligations under this Agreement, including, but not limited to, failure to ensure payment is made to us when it is due, any form of payment is returned or not honoured in full; or ii) in identity and address before the event that we deem levels of fraud or credit risk to be unacceptable to usfunds are returned. If we take such action, You are still required to pay all amounts owing on the Master Account and any Account to us. e. We may consider You to be in material breach of this Agreement if: (i) any statement made by You to us in connection with an Account was false or misleading; (ii) You breach any other agreement You have with us or with any of our Affiliates; (iii) if insolvency or other creditor proceedings are threatened or initiated against You or; (iv) we have any reason to believe that You may not be creditworthyable to return the funds to you where we do not have sufficient information. f. If this Agreement is terminated 6.6 You acknowledge that these Client Terms and Conditions will continue to apply for any reason, You must pay all outstanding Charges and any other amounts You owe us under this Agreement, including unbilled Charges immediately, and ensure as long you have access to the discontinuation of use of the Accounts by Account UsersService. g. In relation to the Corporate Card Programme, Cardmember Accounts terminate automatically upon 6.7 Despite termination of this Agreement. It is your responsibility to inform Cardmembers of these Client Terms and Conditions, the termination of this Agreementfollowing clauses will continue in force: clauses 2.3, 2.4, 6.5, 14, 18, 19, 21, 22, 23, 24, 25, 27. h. In relation to any Cash Advance facility permitted by us and provided to Cardmembers at your request, You may ask us to terminate that facility for any or all Cardmembers immediately. Any amount of cash withdrawn on any Cardmember Account where the Cash Advance facility has been terminated by us at your request will be repayable immediately. It is your responsibility to inform Cardmembers of the termination of any Cash Advance facility. i. We may inform Merchants where a Card is no longer valid. j. Your liability under this clause survives termination of this Agreement.

Cancellation and Termination. a. 6.1 If you are a consumer, you are entitled to cancel your agreement with us under these Client Terms and Conditions within the 14-day “cooling-off” period from the date you have accepted these terms and Conditions. You can do so by contacting our Client Support (see clause 1.10 for details) and informing them you wish to cancel. We may need to verify your identity when you contact us to cancel. You will not be entitled to a refund of any transactions made as part of our Foreign Exchange Services or Payment Services and any related fees and charges up to the date of cancellation. 6.2 You may terminate this Agreement or cancel any Card, the Master Account or any Account your agreement with us under these Client Terms and Conditions at any time on thirty by notifying us of your wish to do so in writing (30) dayssee clause 1.10 for our contact details). 6.3 Freemarket may terminate the agreement with you under these Client Terms and Conditions by providing you at least 2 months’ written notice. 6.4 If there have been no receipts or transfers of monies to/from your Account for one calendar year, your Account will become dormant and the information about you will have to be updated and validated in accordance with our policies and procedures in order for your Account to be reactivated. 6.5 Freemarket can suspend or terminate your Account and these Client Terms and Conditions with immediate effect without prior notice to us. If You you if: 6.5.1 you are not able to pay your debts when due, stop trading or become insolvent; 6.5.2 we discover that any Registration Data or any other information we hold about you or you have provided us in relation to any transactions is incorrect; 6.5.3 we are not able to confirm the information about you in accordance with our policies and procedures; 6.5.4 you fail to pay any amount due under these Client Terms and Conditions on the due date and remain in default not less than 15 Business Days after being notified in writing to make such payment; 6.5.5 you (or any User) break any important term or repeatedly break any term of these Client Terms and Conditions and (where remediable) fail to remedy it within a period of 15 Business Days after being notified in writing to do so, You shall pay all amounts owing on the Master Account ; 6.5.6 we have a reason to believe that you (or Account and stop all use of the Account any User) have committed or are about to commit crime (including all Card Accounts and Cardmember Accountsfraud) and instruct in relation to the Account Users to stop the use of the Accounts and to destroy any Cards.Account; b. You will indemnify us against all actions, proceedings, claims and demands arising out of or in connection with any claim against us in respect of any cancellation of a Card or Account that You have requested. c. We may terminate this Agreement or cancel any Card, the Master Account 6.5.7 you (or any Account on thirty (30User) days’ written notice use the Services in any way that is illegal in any applicable jurisdiction; 6.5.8 we are required to You. d. We may terminate this Agreement or cancel any Card, the Master Account or any Account immediately upon notice to You: i) in the event of your failure do so to comply with any applicable law or at the request of any regulated body, regulator or a banking partner; 6.5.9 we reasonably believe that continuing to provide the Account and/or other Services to you might expose us to action or censure from any government, regulator or law enforcement agency; 6.5.10 you (or any User) do or omit to do anything which could (actually or potentially) (a) harm our reputation; or (b) harm the reputation of any third party with whom we have a contractual relationship. 6.6 On cancellation or termination of these Client Terms and Conditions by you or by us, your Account will be closed. Once your Account is closed you will no longer be able to use the Services. We will refund the remaining balance on the Account (if any) to an account in your name (where you are a Business Client, the account must be in the name of the Business) once all transactions and all relevant fees have been processed. We will use the information you have provided us to try to send the remaining funds back to you. We may ask you to provide satisfactory confirmation of your obligations under this Agreement, including, but not limited to, failure to ensure payment is made to us when it is due, any form of payment is returned or not honoured in full; or ii) in identity and address before the event that we deem levels of fraud or credit risk to be unacceptable to usfunds are returned. If we take such action, You are still required to pay all amounts owing on the Master Account and any Account to us. e. We may consider You to be in material breach of this Agreement if: (i) any statement made by You to us in connection with an Account was false or misleading; (ii) You breach any other agreement You have with us or with any of our Affiliates; (iii) if insolvency or other creditor proceedings are threatened or initiated against You or; (iv) we have any reason to believe that You may not be creditworthyable to return the funds to you where we do not have sufficient information. f. If this Agreement is terminated 6.7 You acknowledge that these Client Terms and Conditions will continue to apply for any reason, You must pay all outstanding Charges and any other amounts You owe us under this Agreement, including unbilled Charges immediately, and ensure as long you have access to the discontinuation of use of the Accounts by Account UsersService. g. In relation to the Corporate Card Programme, Cardmember Accounts terminate automatically upon 6.8 Despite termination of this Agreement. It is your responsibility to inform Cardmembers of these Client Terms and Conditions the termination of this Agreementfollowing clauses will continue in force: clauses 2.3, 2.4, 6.5, 14, 18, 19, 21, 22, 23, 24, 26. h. In relation to any Cash Advance facility permitted by us and provided to Cardmembers at your request, You may ask us to terminate that facility for any or all Cardmembers immediately. Any amount of cash withdrawn on any Cardmember Account where the Cash Advance facility has been terminated by us at your request will be repayable immediately. It is your responsibility to inform Cardmembers of the termination of any Cash Advance facility. i. We may inform Merchants where a Card is no longer valid. j. Your liability under this clause survives termination of this Agreement.