Our Termination Rights. (a) We may terminate this Agreement or suspend, limit or cancel the provision of any Services by notice in writing to you if: (i) you fail to pay any amount due under this Agreement by the due date, we give you notice requiring payment of that amount (which we may not give in respect of an amount which is genuinely disputed until we have investigated the dispute) and you fail to pay that amount in full within 14 days of the date of the notice; (ii) you materially breach any provision of this Agreement; (iii) you suffer an Insolvency Event; (iv) you undergo a change of Control or propose to do so and we decide for any reason to discontinue provision of Services following the change;; (v) any Equipment or Service does not function because we are unable to enter the Site in order to update or rectify such Equipment or Service; (vi) you cease receiving any service that we rely upon in providing the Service through no fault of ours or our Suppliers; (vii) you are in breach of a licence, permit or authorisation relating to the use of your telecommunications equipment, the Equipment or the Services; (viii) you do not provide security as required by us by the date required by us; (ix) we reasonably suspect you of fraud or attempted fraud; (x) you or your End User vacates the premises to which we had been supplying Services to you or the End User; (xi) the Services cannot be provided at your new address or phone number through no fault of ours or our Supplier; (xii) we reasonably believe that your usage of the Services is unusually high (as referred to in clause 6); (xiii) we reasonably determine that you have failed our credit check requirements or that you are no longer credit worthy; (xiv) we are permitted or required to do so by Law; (xv) you are in breach of a Fair Use Policy; (xvi) any of our Suppliers cease providing services to us which we use to provide the Services; (xvii) any of the Equipment is lost, stolen or substantially destroyed (unless the loss or damage is caused by us); (xviii) the physical infrastructure and Site conditions for your Services do not pass service qualification by our Supplier or are found to be unsuitable as a result of a feasibility study; or (xix) (where you are a natural person) you die. (b) Where there is no Minimum Term in place, we may, without liability, suspend, limit or terminate the provision of any Service for convenience, by giving you 30 days' notice in writing.
Appears in 3 contracts
Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement
Our Termination Rights. (a) 25.1 We may terminate this the Agreement or suspend, limit or cancel the provision of any Services by notice in writing to you if:
(i) you fail to pay any amount due under this Agreement by the due date, we give you notice requiring payment of that amount (which we may not give in respect of an amount which is genuinely disputed until we have investigated the dispute) and you fail to pay that amount in full within 14 days of the date of the notice;
(ii) you materially breach any provision of this Agreement;
(iii) you suffer an Insolvency Event;
(iv) you undergo a change of Control or propose to do so and we decide for any reason to discontinue provision of Services following the change;;
(v) any Equipment or Service does not function because we are unable to enter the Site in order to update or rectify such Equipment or Service;
(vi) you cease receiving any service that we rely upon in providing the Service through no fault of ours or end our Suppliers;
(vii) you are in breach of a licence, permit or authorisation relating to the use of your telecommunications equipment, the Equipment or the Services;
(viii) you do not provide security as required by us by the date required by us;
(ix) we reasonably suspect you of fraud or attempted fraud;
(x) you or your End User vacates the premises to which we had been supplying Services to you or the End User;
(xi) the Services cannot be provided at your new address or phone number through no fault of ours or our Supplier;
(xii) we reasonably believe that your usage of the Services is unusually high (as referred to in clause 6);
(xiii) we reasonably determine that you have failed our credit check requirements or that you are no longer credit worthy;
(xiv) we are permitted or required to do so by Law;
(xv) you are in breach of a Fair Use Policy;
(xvi) any of our Suppliers cease providing services to us which we use to provide the Services;
(xvii) any of the Equipment is lost, stolen or substantially destroyed (unless the loss or damage is caused by us);
(xviii) the physical infrastructure and Site conditions for your Services do not pass service qualification by our Supplier or are found to be unsuitable as a result of a feasibility study; or
(xix) (where you are a natural person) you die.
(b) Where there is no Minimum Term in place, we may, without liability, suspend, limit relationship or terminate the provision of any Service for convenience, immediately by giving you 30 days' notice if:
a) there has been a change of beneficial ownership of any Arrangement and we do not wish to provide the Services to the new owner for whatever reason, as to which we will have sole discretion; OCT 2022
b) an additional trustee is appointed without our consent or with whom we do not wish to act as joint trustee;
c) an Arrangement has become insolvent or is going into liquidation (other than a voluntary liquidation for the purpose of reconstruction or merger on terms that we have approved in writingadvance) or an administrator or receiver is appointed or an insolvency event having equivalent effect occurs;
d) you fail to make available to us any of the information and documentation requested by us under the Agreement when required in a form acceptable to us; and the Agreement will terminate on receipt of the notice.
25.2 We may terminate the Agreement and end our relationship or terminate the provision of any Service immediately without giving notice if, in our sole discretion, we believe that:
a) continuing to provide the Services would assist criminal activity;
b) continuing to provide the Services would constitute a breach of any Regulatory Requirement or may expose any member of the ZEDRA Group to action or sanction from any government, regulator or law enforcement agency in any jurisdiction or reputational damage.
c) continuing to provide the Services may cause us or any other member of the ZEDRA Group to break any applicable law, regulation, code or other duty in any jurisdiction which applies to us;
d) continuing to provide the Services would be prejudicial to our interests or to the interests of any other member of the ZEDRA Group;
e) you have seriously or persistently breached the Agreement, the terms of the Governing Instrument, or any other agreement between us in respect to the Arrangement;
f) you have failed to provide us with any CDD or any other information when required to do so by us in accordance with any Agreement;
g) you have given us false information;
h) you or any Interested Person or the Arrangement have at any time failed to meet, or has become unable to meet any Regulatory Requirements or the applicable eligibility criteria (which prevents us from continuing to provide the Services); or
i) your behaviour makes it inappropriate for us to continue to provide the Services.
25.3 Subject to any applicable legal or fiduciary obligations, we will have no liability to you for any Losses of any kind suffered by you, or by an Authorised Person, an Interested Person or an Arrangement or any other person which arises directly or indirectly from our decision to terminate the Agreement or terminate the provision of any Service in any circumstances.
25.4 The provisions of this clause 25 will be subject to the terms of, and to our fiduciary and legal obligations under, the Governing Instrument and all applicable laws.
Appears in 2 contracts
Samples: Trust Registration Service Agreement, Trustee Appointment Agreement
Our Termination Rights. (a) We may terminate this Agreement or suspend, limit or cancel the provision of any Services by notice in writing to you if:
(i) you fail to pay any amount due under this Agreement by the due date, we give you notice requiring payment of that amount (which we may not give in respect of an amount which is genuinely disputed until we have investigated the dispute) and you fail to pay that amount in full within 14 days of the date of the notice;
(ii) you materially breach any material provision of this Agreement;
(iii) you suffer an Insolvency Event;
(iv) you undergo a change of Control or propose to do so and we decide for any reason to discontinue provision of Services following the change;without our prior written consent;
(v) any Equipment or Service does not function because we are unable to enter the Site in order to update or rectify such Equipment or Service;
(vi) you cease receiving any service that we rely upon in providing the Service through no fault of ours or our Suppliers;
(vii) you are in breach of a licence, permit or authorisation relating to the use of your telecommunications equipment, the Equipment or the Services;
(viii) you do not provide security as required by us by the date required by us;
(ix) we reasonably suspect you of fraud or attempted fraud;
(x) you or your End User vacates vacate the premises to which we had been supplying Services to you or the End Useryou;
(xi) the Services cannot be provided at your new address or phone number through no fault of ours or our Supplier;
(xii) we reasonably believe that your usage of the Services is unusually high (as referred to in clause 6);
(xiii) we reasonably determine that you have failed our credit check requirements or that you are no longer credit worthy;
(xiv) we are permitted or required to do so by Lawlaw;
(xv) you are in breach of a the Fair Use PolicyPolicy or any Supplier's Acceptable Use Policy or Fair Use Policy applicable to the Services;
(xvi) any of our Suppliers or our Suppliers' cease providing services to us which we use to provide the Services;
(xvii) any of the Equipment is lost, stolen or substantially destroyed (unless the loss or damage is caused by us);
(xviii) the physical infrastructure and Site site conditions for your Services do not pass service qualification by our Supplier or are if it is found to be unsuitable as a result of a feasibility study; or
(xix) (where you are a natural person) you die.
(b) Where there is no Minimum Term in place, we may, without liability, suspend, limit or terminate the provision of any Service for convenience, by giving you 30 days' notice in writing.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
Our Termination Rights. (a) We may terminate this Agreement or suspend, limit or cancel the provision of any Services by notice in writing to you if:
(i) you fail to pay any amount due under this Agreement by the due date, we give you notice requiring payment of that amount (which we may not give in respect of an amount which is genuinely disputed until we have investigated the dispute) and you fail to pay that amount in full within 14 [14] days of the date of the notice;
(ii) you materially breach any material provision of this Agreement;
(iii) you suffer an Insolvency Event;
(iv) you undergo a change of Control or propose to do so and we decide for any reason to discontinue provision of Services following the change;without our prior written consent;
(v) any Equipment or Service does not function because we are unable to enter the Site in order to update or rectify such Equipment or Service;
(vi) you cease receiving any service that we rely upon in providing the Service through no fault of ours or our Suppliers;
(vii) you are in breach of a licence, permit or authorisation relating to the use of your telecommunications equipment, the Equipment or the Services;
(viii) you do not provide security as required by us by the date required by us;
(ix) we reasonably suspect you of fraud or attempted fraud;
(x) you or your End User vacates vacate the premises to which we had been supplying Services to you or the End Useryou;
(xi) the Services cannot be provided at your new address or phone number through no fault of ours or our Supplier;
(xii) we reasonably believe that your usage of the Services is unusually high (as referred to in clause 6);
(xiii) we reasonably determine that you have failed our credit check requirements or that you are no longer credit worthy;
(xiv) we are permitted or required to do so by Lawlaw;
(xv) you are in breach of a the Fair Use PolicyPolicy or any Supplier's Acceptable Use Policy or Fair Use Policy applicable to the Services;
(xvi) any of our Suppliers or our Suppliers' cease providing services to us which we use to provide the Services;
(xvii) any of the Equipment is lost, stolen or substantially destroyed (unless the loss or damage is caused by us);
(xviii) the physical infrastructure and Site site conditions for your Services do not pass service qualification by our Supplier or are if it is found to be unsuitable as a result of a feasibility study; or
(xix) (where you are a natural person) you die.
(b) Where there is no Minimum Term in place, we may, without liability, suspend, limit or terminate the provision of any Service for convenience, by giving you 30 days' notice in writing.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement