Ending the Contract. 12.1 You may end this Contract or any one of the Services: 12.1.1 by giving us 90 days' prior written notice, such notice not to expire before the end of the Minimum Period or any Subsequent Contract Period; or 12.1.2 by notice in writing if we are in material breach of this Contract. 12.2 Notwithstanding clause 2.1, we may terminate this Contract or any one of the Services with immediate effect by notice in writing if: 12.2.1 you fail to pay any sums due to us within 14 days of receiving written notice from us indicating the sums due and demanding payment; 12.2.2 you are in material breach of this Contract which breach is capable of remedy and fail to remedy that breach within 30 days of receiving the notice specifying breach; 12.2.3 you are in material breach of this Contract and that breach cannot be remedied; 12.2.4 you commit persistent breaches of the Contract; 12.2.5 you have any authorisation under which you have the right to run your system and connect it to our system is removed, revoked or amended; 12.2.6 you make any voluntary arrangements with your creditors or become subject to an administrative order or go into liquidation, whether voluntary or compulsory (other than for the purposes of reconstruction or amalgamation), or an encumbrancer takes possession of or a receiver is appointed in respect of any of your assets; you resell or sub-licence the Services or otherwise make the Services available to any other person or assign, sub-licence or otherwise transfer this Contract or any of your rights or obligations arising under it or attempt to do so; 12.2.7 any Authorisation is revoked or modified in any way which has a material impact on our ability to provide the Services or any of them; 12.2.8 we are prohibited from providing or restricted in our entitlement to provide the whole or any part of the Services; or 12.2.9 our contract with any Third Party Provider for the provision of any of the Services is terminated (for any reason whatsoever). 12.3 For the purposes of clause 12.2 "material breach" shall include any failure by you to comply with your obligations under this clause 12. 12.4 We may end this Contract or any one of the Services at any time by giving you 90 days' prior written notice. 12.5 In the event of termination in accordance with this Clause 12 during the Minimum Period you will be liable to pay any Charges which would apply to the unexpired portion of the Minimum Period. In the event of termination by us in accordance with clause 12.2, you will forfeit any Charges paid in advance for the unexpired part of the year. 12.6 Where you cancel any of the Services or the Contract as a result of changes made to this Contract or to the Services by us in accordance with Clauses 7.2 and 9, and where the changes have a material adverse effect on the your enjoyment of the relevant Services, you will not be liable for any charges arising as a direct result of such cancellation, but you will remain liable to pay any charges due and payable. 12.7 On termination of the Contract each party will return to the other party any Confidential Information (as defined in clause 15) which it has in its possession. 13.1 We may suspend the provision of any Services if: 13.1.1 you fail to meet any of your obligations under this Contract; 13.1.2 we have reasonable cause to believe that you or any third party is acting in breach of the Fair Use Policy or the Acceptable Use Policy; 13.1.3 technical limitations exist or arise which make the provision of the Services impossible or materially limit the functionality or performance of the Services; 13.1.4 it is necessary for operational reasons such as upgrades to the Services or regular or emergency maintenance; 13.1.5 we are obliged to comply with any contract, order, instruction or request of a competent governmental regulatory or other authority; 13.1.6 in our reasonable opinion your conduct is likely to result in the breach of any law or is otherwise prejudicial to our interests; 13.1.7 you allow to be done anything which in our reasonable opinion may have the effect of impairing the operation of the Services; or 13.1. 8 you fail to pay any sums due to us when due. 13.2 You may be liable for an administration fee if suspension is due to your default and we, in our sole discretion, reinstate the Services following suspension. 13.3 We will, where practical, give you notice of our intention to suspend the Services and, in relation to suspension for the reasons stated in Clauses 13.1.3–13.1.5 above, will restore the Services as soon as we are reasonably able to do so. If we exercise our right to suspend the Services this will not restrict our rights to terminate the Contract and is without prejudice to any other right or remedy available to us.
Appears in 2 contracts
Samples: Telecommunications, Telecommunications
Ending the Contract. 12.1 You may 16.1 We can end this Contract or any one of the Services:
12.1.1 by giving us 90 days' prior written notice, such notice not to expire before the end of the Minimum Period or any Subsequent Contract Period; or
12.1.2 by notice in writing if we are in material breach of this Contract.
12.2 Notwithstanding clause 2.1, we may terminate this Contract or any one of the Services with immediate effect by notice in writing if:
12.2.1 you fail to pay any sums due to us within 14 days of receiving written notice from us indicating the sums due and demanding payment;
12.2.2 you are in material breach of this Contract which breach is capable of remedy and fail to remedy that breach within 30 days of receiving the notice specifying breach;
12.2.3 you are in material breach of this Contract and that breach cannot be remedied;
12.2.4 you commit persistent breaches of the Contract;
12.2.5 you have any authorisation under which you have the right to run your system and connect it to our system is removed, revoked or amended;
12.2.6 you make any voluntary arrangements with your creditors or become subject to an administrative order or go into liquidation, whether voluntary or compulsory (other than for the purposes of reconstruction or amalgamation), or an encumbrancer takes possession of or a receiver is appointed in respect of any of your assets; you resell or sub-licence the Services or otherwise make the Services available to any other person or assign, sub-licence or otherwise transfer this Contract or any of your rights or obligations arising under it or attempt to do so;
12.2.7 any Authorisation is revoked or modified in any way which has a material impact on our ability to provide the Services or any of them;
12.2.8 we are prohibited from providing or restricted in our entitlement to provide the whole or any part of the Services; or
12.2.9 our contract with any Third Party Provider for the provision of any of the Services is terminated (for any reason whatsoever).
12.3 For the purposes of clause 12.2 "material breach" shall include any failure by you to comply with your obligations under this clause 12.
12.4 We may end this Contract or any one of the Services at any time by giving you 90 days' prior written notice7 day’s notice to you.
12.5 In 16.2 This contract will continue unless terminated by the event customer by giving written notice no greater than six (6) months and no less than three (3) months to Flame Energy Ltd at its head office address by recorded mail to expire Six (6) months after the contract anniversary date.
16.3 If you try to end this contract without giving Flame UK the correct period of termination in accordance with this Clause 12 during the Minimum Period notice, we can either reject such attempt or accept it and you will be liable to pay any Charges which would apply us, as liquidated damages, an amount equal to the unexpired portion 40% of all charges payable to us, in respect of the Minimum Periodremainder of the Contract as well as the 6 months termination period. In You and we both acknowledge and confirm that such amount is a genuine pre-estimate of the event of termination damage and loss likely to be suffered by us in accordance with clause 12.2, you will forfeit any Charges paid in advance for the unexpired part of the year.
12.6 Where you cancel any of the Services or the Contract as a result of changes made your breach of Contract in trying to this Contract or to end the Services by us in accordance with Clauses 7.2 and 9, and where the changes have a material adverse effect on the your enjoyment of the relevant Services, you will not be liable for any charges arising as a direct result of such cancellation, but you will remain liable to pay any charges due and payablecontract early.
12.7 On termination 16.4 Your payment of the Contract each party will return to the other party any Confidential Information (as defined in clause 15) which it has in its possession.
13.1 We may suspend the provision of any Services if:
13.1.1 you fail to meet any of your obligations liquidated damages under this Contract;
13.1.2 we have reasonable cause to believe that you or any third party is acting in breach of the Fair Use Policy or the Acceptable Use Policy;
13.1.3 technical limitations exist or arise which make the provision of the Services impossible or materially limit the functionality or performance of the Services;
13.1.4 it is necessary for operational reasons such as upgrades to the Services or regular or emergency maintenance;
13.1.5 we are obliged to comply with any contract, order, instruction or request of a competent governmental regulatory or other authority;
13.1.6 in our reasonable opinion your conduct is likely to result in the breach of any law or is otherwise prejudicial to our interests;
13.1.7 you allow to Clause 16.3 above shall be done anything which in our reasonable opinion may have the effect of impairing the operation of the Services; or
13.1. 8 you fail to pay any sums due to us when due.
13.2 You may be liable for an administration fee if suspension is due to your default and we, in our sole discretion, reinstate the Services following suspension.
13.3 We will, where practical, give you notice of our intention to suspend the Services and, in relation to suspension for the reasons stated in Clauses 13.1.3–13.1.5 above, will restore the Services as soon as we are reasonably able to do so. If we exercise our right to suspend the Services this will not restrict our rights to terminate the Contract and is without prejudice to any other right or remedy available we have included but not limited to our right to recover damages and/or our right to recover damages from you in relation to damage and/or loss cause by your breach continuing after the period covered by the liquidated damages in Clause 16.3 above. Ending the Contract Early
16.5 We can end the Contract immediately on notice if you;
16.5.1 Fail to make any payments when due;
16.5.2 Breach the terms of this Contract (and if remediable the breach has not been remedied within 14 days of receiving notice requiring it to be remedied);
16.5.3 Cease or threaten to cease to carry on business;
16.5.4 Are declared or become insolvent or bankrupt, have a moratorium declared in respect of any of your indebtedness, enter into administration, receivership, administrative receivership or liquidation or threaten to do any of these things, take or suffer any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application or the giving of any notice) by you or by any other person in respect of any of these circumstances; and/or
16.5.5 End any other contract you have with us.
16.6 You can end the Contract immediately on notice if we;
16.6.1 Materially breach the terms of this Contract (and if remediable the breach has not been remedied within 60 days of receiving notice it to be remedied);
16.6.2 Cease or threaten to cease to carry on business; and/or
16.6.3 Are declared or become insolvent or bankrupt, have a moratorium declared in respect of any of your indebtedness, enter into administration, receivership, administrative receivership or liquidation or threaten to do any of these things, take or suffer any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application or the giving of any notice) by you or by any other person in respect of any of these circumstances.
16.7 We can stop collecting Waste without notice to you if you have not left any Waste for collection for 4 consecutive weeks. We can charge you as if we had collected Waste from you during this period and thereafter until termination of the Contract.
16.8 At any time after collection of bags has ceased pursuant to Clause 16.7 but before notice of termination has been issued by you or us, you may request that the collection service recommence on a date no earlier than seven days from the date of request.
Appears in 1 contract
Samples: Waste Management Agreement
Ending the Contract. 12.1
8.1 You may end this Contract or any one of the Servicesindividual Service:
12.1.1 8.1.1 by giving us 90 thirty (30) days' prior notice;
8.1.2 on written notice, such notice not to expire before the end of the Minimum Period or any Subsequent Contract Period; or
12.1.2 by notice in writing if we are in material breach of this Contract;
8.1.3 if we become subject to a bankruptcy order, we make any voluntary arrangements with our creditors or become subject to an administrative order or go into liquidation, whether voluntary or compulsory (other than for the purposes of reconstruction or amalgamation), or an encumbrancer takes possession of or a receiver is appointed in respect of any of our assets; or
8.1.4 on written notice pursuant to clause 6.1 or 7.2 if we change the Contract. For the purposes of this clause 8.1 "material breach" means where there have been eight (8) Service Failures during any twelve (12) month period which result in us paying to you the maximum amount of Service Credits (to the extent that Service Credits apply in respect of the particular Service you are receiving).
12.2 Notwithstanding clause 2.1, we 8.2 We may terminate this end the Contract or any one of the Services Service with immediate effect by notice in writing if:
12.2.1 8.2.1 you fail to pay any sums due to us within 14 thirty (30) days of receiving written notice from us indicating the sums due and demanding payment;.
12.2.2 8.2.2 you are in material breach of this Contract which the Contract, and where the breach is capable of remedy and fail to remedy that breach within 30 thirty (30) days of receiving the notice specifying breach;.
12.2.3 you are in material breach of this Contract and that breach cannot be remedied;
12.2.4 8.2.3 you commit persistent breaches of the Contract;.
12.2.5 you have 8.2.4 any authorisation under which you have Authorisation necessary for the right to run your system and connect it to our system performance of the Services is removed, revoked or amended;.
12.2.6 8.2.5 you have a bankruptcy order made against you, you make any voluntary arrangements with your creditors or become subject to an administrative order or go into liquidation, whether voluntary or compulsory (other than for the purposes of reconstruction or amalgamation), or an encumbrancer takes possession of or a receiver is appointed in respect of any of your assets; .
8.2.6 you resell or sub-licence the Services or otherwise make the Services available to are convicted of any other person or assign, sub-licence or otherwise transfer this Contract or any of your rights or obligations arising under it or attempt to do socriminal offence;
12.2.7 any Authorisation 8.2.7 you do or you allow to be done, anything which in our reasonable opinion will or may have the effect of impairing the operation of a particular Service;
8.2.8 if we have reason to believe that information supplied to us by you is false or misleading;
8.2.9 our Authorisations are revoked or modified in any way which has a material impact on our ability to provide the Services or any of them;
12.2.8 them or if we are prohibited from providing or restricted in our entitlement to provide the whole or any part of the Services; or;
12.2.9 8.2.10 if you raise a fault and for reasons beyond our contract with any Third Party Provider for the provision of any of the Services is terminated (for any reason whatsoever)control, we are unable to rectify this fault within a reasonable time.
12.3 8.3 For the purposes of clause 12.2 8.2.2 "material breach" shall will include any failure by you to comply with your obligations pay the Charges (which is not remediable).
8.4 In addition to our other termination rights under this clause 12.
12.4 We Contract, we may end terminate this Contract or for any one of the Services at any time reason by giving you 90 thirty (30) days' prior written notice’ notice in writing.
12.5 In the event of termination in accordance with this Clause 12 during the Minimum Period you will be liable to pay any Charges which would apply to the unexpired portion of the Minimum Period. In the event of termination by us in accordance with clause 12.2, you will forfeit any Charges paid in advance for the unexpired part of the year.
12.6 Where you cancel any of the Services or the Contract as a result of changes made to this Contract or to the Services by us in accordance with Clauses 7.2 and 9, and where the changes have a material adverse effect on the your enjoyment of the relevant Services, you will not be liable for any charges arising as a direct result of such cancellation, but you will remain liable to pay any charges due and payable.
12.7 On termination of the Contract each party will return to the other party any Confidential Information (as defined in clause 15) which it has in its possession.
13.1 We may suspend the provision of any Services if:
13.1.1 you fail to meet any of your obligations under this Contract;
13.1.2 we have reasonable cause to believe that you or any third party is acting in breach of the Fair Use Policy or the Acceptable Use Policy;
13.1.3 technical limitations exist or arise which make the provision of the Services impossible or materially limit the functionality or performance of the Services;
13.1.4 it is necessary for operational reasons such as upgrades to the Services or regular or emergency maintenance;
13.1.5 we are obliged to comply with any contract, order, instruction or request of a competent governmental regulatory or other authority;
13.1.6 in our reasonable opinion your conduct is likely to result in the breach of any law or is otherwise prejudicial to our interests;
13.1.7 you allow to be done anything which in our reasonable opinion may have the effect of impairing the operation of the Services; or
13.1. 8 you fail to pay any sums due to us when due.
13.2 You may be liable for an administration fee if suspension is due to your default and we, in our sole discretion, reinstate the Services following suspension.
13.3 We will, where practical, give you notice of our intention to suspend the Services and, in relation to suspension for the reasons stated in Clauses 13.1.3–13.1.5 above, will restore the Services as soon as we are reasonably able to do so. If we exercise our right to suspend the Services this will not restrict our rights to terminate the Contract and is without prejudice to any other right or remedy available to us.
Appears in 1 contract
Samples: Service Agreement
