Suspension of Services. 8.1 The Supplier may at its sole discretion, without prejudice to any other right under this Agreement and upon giving the Customer written notice electronically, suspend the provision of one or more of the Services under this Agreement, without compensation, until further notice in the following circumstances: 8.1.1 the Customer is in material breach of this Agreement; 8.1.2 the Supplier, its subcontractors and/or Third-Party Supplier in providing the Services to the Customer is obliged to comply with any Applicable Legislation, including but not limited to an order, instruction or request of government, regulatory authority, emergency services organisation or other competent authority; 8.1.3 the Customer exceeds the Credit Limit, fails to give any deposit or other form of security under clause 7.13, or in the reasonable opinion of the Supplier is deemed a debt risk; or 8.1.4 the Supplier has reasonable grounds to believe that the Customer is in breach of its obligations under clause 3.6. 8.2 Where the Supplier exercises its rights under clause 8.1 as a consequence of the breach, fault, act or omission of the Customer, the Charges will continue to be payable to the Supplier and the Customer shall pay to the Supplier all reasonable costs and expenses (including any Third-Party Supplier costs and expenses) incurred by the implementation of such suspension and recommencement of the provision of Services. 8.3 The Supplier reserves the right to suspend, replace or withdraw the Services or any part thereof at any time for business, operational or technical reasons, where the Supplier is no longer able to provide the Service, including but not limited to: 8.3.1 the suspension, termination or expiry of the agreement in place with its Third-Party Supplier, which the Supplier requires to provide the Services under this Agreement to the Customer; 8.3.2 the withdrawal or significant changes to the technology used to provide the Services; or 8.3.3 as the Charges to the Customer are not, in the reasonable opinion of the Supplier, sufficient to ensure that the provision of Services continue to be commercially viable for the Supplier; and for which the Supplier is unable to find a replacement Third-Party Supplier having used its reasonable commercial endeavours, the Supplier may terminate this Agreement in accordance with clause 9.3.
Appears in 5 contracts
Samples: Services Agreements, Services Agreements, Services Agreements
Suspension of Services. 8.1 11.1 The Supplier may lawfully suspend and withdraw all or part of the Products and Services at any time until further notice to Customer if:
11.1.1 The Supplier reasonably considers that the continued provision of the Products and Services may cause the Supplier to breach an applicable law or be in contravention of any operating licence or other authorisation;
11.1.2 The Customer is in breach of or otherwise is not complying with any of the provisions of the Contract Documents, the Supplier having given the Customer five days written notice to remedy the breach; or
11.1.3 Any payment or invoice delivered by the Supplier to Customer is not paid by the due date without valid dispute.
11.2 Where suspension in terms of this clause is as a result of non-payment by the Customer, the Supplier shall only retain and/or store Customer Data for a period of 60 days from the payment due date, whereafter the Supplier shall be entitled, without liability, to delete any Customer Data stored by the Supplier, and except as may be required by law, the Customer Data will be deleted or otherwise rendered inaccessible
11.3 The exercise of the Supplier's right to suspend the Products and Services under clause 11 at its sole discretion is without prejudice to any other remedy available to the Supplier under this Agreement and does not constitute a waiver of the Supplier's right to subsequently terminate the Agreement. Suspension of the Products and Services under clause 11 shall be without prejudice to and shall not affect Customer’s obligation to pay the charges related to the suspended Products and Services which shall continue during the period of suspension.
11.4 This clause 11.4 shall operate without prejudice to Clause 11.1 and subject to clause 11.2 where:
11.4.1 in the Supplier’s sole discretion the circumstances giving rise to a suspension under clause 11.1 are lifted; and/or
11.4.2 Customer makes payment of any overdue invoice triggering suspension under clause 11.1.3 together with applicable interest thereon; and/or
11.4.3 Customer otherwise remedies a breach triggering suspension under clause 11.1.2 to the Supplier’s reasonable satisfaction and provides acceptable assurances as to future performance.
11.5 Subject to clause 11.2, the Supplier shall reinstate the Products and Services and may require the Customer to pay a reasonable reconnection fee in advance as a pre-condition to making the Products and Services available again and to cover any third-party costs that may be directly related to the reconnection of the Products and Services.
11.6 The Supplier is entitled, at its sole discretion, to suspend, terminate or change the Services without prejudice to advance notice upon any other right under this Agreement and upon giving the Customer written notice electronically, suspend the provision of one or more misuse of the Services under this Agreementin any way, without compensationCustomer’s breach of the Contract Documents, until further suspected fraud or other activity by Customer or a user that adversely affects the Services, Supplier, Supplier’s Network or another customer’s use of the Services. Supplier will be entitled to determine, at its sole discretion, what constitutes misuse of the Services, and Customer agrees that Supplier’s determination is final and binding on the Customer.
11.7 The Supplier shall be entitled from time to time and with 7 (seven) days written notice (unless an emergency change is needed in which case written notice will be 24 hours) to suspend the Services (and in the Supplier’s discretion disconnect the equipment from the system) in any of the following circumstances:
8.1.1 11.7.1 during any technical failure, modification or Network Maintenance, provided that the Supplier will use its reasonable endeavours to procure the resumption of the Services as soon as reasonably practicable; or
11.7.2 if the Customer is in material breach of this Agreement;
8.1.2 the Supplier, its subcontractors and/or Third-Party Supplier in providing the Services to the Customer is obliged fails to comply with any Applicable Legislationof the terms and conditions of the Contract Documents until the breach (if capable of remedy) is remedied, including but not limited to an order, instruction or request of government, regulatory authority, emergency services organisation or other competent authority;
8.1.3 11.7.3 if the Customer exceeds does, or allows to be done, anything which in the Credit LimitSupplier’s reasonable opinion may have affected or is likely to negatively affect the operation of the Services, and fails to give any deposit or other form remedy such breach within 7 (seven) days of security under clause 7.13, or in receipt of written demand to that effect from the reasonable opinion of the Supplier is deemed a debt risk; or
8.1.4 the Supplier has reasonable grounds to believe that the Customer is in breach of its obligations under clause 3.6Supplier.
8.2 Where the Supplier exercises its rights under 11.8 In addition to what is recorded in this clause 8.1 as a consequence of the breach, fault, act or omission of the Customer, the Charges will continue to be payable to the Supplier and the Customer shall pay to the Supplier all reasonable costs and expenses (including any Third-Party Supplier costs and expenses) incurred by the implementation of such suspension and recommencement of the provision of Services.
8.3 The Supplier reserves the right to suspend, replace or withdraw the Services or any part thereof at any time for business, operational or technical reasons, where the Supplier is no longer able to provide the Service, including but not limited to:
8.3.1 the suspension, termination or expiry of the agreement in place with its Third-Party Supplier, which the Supplier requires to provide the Services under this Agreement to the Customer;
8.3.2 the withdrawal or significant changes to the technology used to provide the Services; or
8.3.3 as the Charges to the Customer are not, in the reasonable opinion of the Supplier, sufficient to ensure that the provision of Services continue to be commercially viable for the Supplier; and for which the Supplier is unable to find a replacement Third-Party Supplier having used its reasonable commercial endeavours11, the Supplier shall be entitled to suspend or disconnect the Services in the event that the Supplier receives a court order from a South African court or a direction from any lawfully-competent authority requiring the Supplier to suspend or disconnect the Services. If permitted to, under law, the Supplier shall advise the Customer of such order or direction in order to allow it to take such steps as may terminate this Agreement in accordance with clause 9.3be required to protect its interests.
Appears in 4 contracts
Samples: Service Agreement, Service Agreement, Service Agreement
Suspension of Services. 8.1 The Supplier may at its sole discretion, without prejudice to any other right under this Agreement and upon giving the Customer written notice electronically, suspend the provision of one or more of the Services under this Agreement, without compensation, until further notice 18.1. Notwithstanding anything in the following circumstances:
8.1.1 Agreement to the Customer is in material breach contrary, WIND HELLAS may without liability suspend or terminate all or any of this Agreement;
8.1.2 the Supplier, its subcontractors and/or Third-Party Supplier in providing the Services to Roaming Customer(s) in circumstances where it would suspend or terminate those Services to its own costumer(s) and/or roaming customer(s) of third parties, with which the Customer is obliged to comply with any Applicable Legislation, including but not limited to an order, instruction or request of government, regulatory authority, emergency services organisation or other competent authority;
8.1.3 the Customer exceeds the Credit Limit, fails to give any deposit or other form of security under clause 7.13, or in the reasonable opinion of the Supplier is deemed a debt risk; or
8.1.4 the Supplier Access Provider has reasonable grounds to believe that the Customer is in breach of its obligations under clause 3.6.
8.2 Where the Supplier exercises its rights under clause 8.1 as a consequence of the breach, fault, act or omission of the Customer, the Charges will continue to be payable to the Supplier and the Customer shall pay to the Supplier all reasonable costs and expenses (including any Third-Party Supplier costs and expenses) incurred by the implementation of such suspension and recommencement of the provision of Services.
8.3 The Supplier reserves the right to suspend, replace or withdraw the Services or any part thereof at any time for business, operational or technical reasons, where the Supplier is no longer able to provide the Servicesigned bilateral IR agreements, including but not limited to:
8.3.1 the suspension, termination 1. Roaming Customers using equipment which is defective or expiry of the agreement in place with its Third-Party Supplier, which the Supplier requires to provide the Services under this Agreement to the Customer;
8.3.2 the withdrawal or significant changes to the technology used to provide the Servicesillegal; or
8.3.3 as 2. Roaming Customers causing any technical or other problems on the Charges to the Customer are not, in the reasonable opinion Access Provider’s Public Mobile Network; or
3. suspected fraudulent or unauthorised use; or
4. authentication of the Supplier, sufficient to ensure that legal relationship not being possible; or
5. maintenance or enhancement of its Public Mobile Network; or
6. possible risk of the integrity of its Public Mobile Network; or
7. suspension by non payment of Operator B; or
8. Bank guarantee not furnished or timely renewed; or
9. Use of services by Operator B for other purpose than the provision of retail roaming services to its retail customers; or
10. any other material breach of the present Agreement by Operator B.
18.2. In case of a proposed suspension of Services continue to be all Roaming Customers, WIND HELLAS shall use commercially viable reasonable efforts to give a five (5) days written notice to Operator B prior to the suspension taking effect, whereas a shorter notice shall apply in cases where it is justified by the urgency of the circumstances related to the suspension for the Supplier; and protection of WIND Hellas lawful interests. If the suspension continues for which more than six (6) months, Operator B shall have the Supplier right to terminate the Agreement with immediate effect by written notice.
18.3. Furthermore, Operator B has the right at any time, for technical reasons, without liability but upon detailed written notice to WIND HELLAS, to suspend access to the Services to its Roaming Customers. Alternatively, if it is unable technically more practicable Operator B may require that WIND HELLAS suspends all of its Services to find a replacement Third-Party Supplier having used its Roaming Customers of Operator B. WIND HELLAS shall use commercially reasonable commercial endeavours, efforts to comply with such requirement within seven (7) calendar days after receipt of the Supplier said notice.
18.4. The Parties agree that the suspension shall be removed as soon as the reason for the suspension has been overcome by WIND HELLAS or Operator B as the case may terminate this Agreement in accordance with clause 9.3be.
Appears in 4 contracts
Samples: Direct Wholesale Roaming Access Agreement, Direct Wholesale Roaming Access Agreement, Direct Wholesale Roaming Access Agreement
Suspension of Services. 8.1 7.1 The Supplier may at its sole discretion, without prejudice to any other right under this Agreement and upon giving the Customer written notice electronically, suspend the provision of one or more of the Services under this Agreement, without compensation, until further notice in the following circumstances:
8.1.1 7.1.1 the Customer is in material breach of this Agreement;
8.1.2 7.1.2 the Supplier, its subcontractors and/or Third-Party Supplier in providing the Services to the Customer is obliged to comply with any Applicable Legislation, including but not limited to an order, instruction or request of government, regulatory authority, emergency services organisation or other competent authority;
8.1.3 7.1.3 the Customer exceeds the Credit Limit, fails to give any deposit or other form of security under clause 7.136.11, or in the reasonable opinion of the Supplier is deemed a debt risk; or
8.1.4 7.1.4 the Supplier has reasonable grounds to believe that the Customer is in breach of its obligations under clause 3.63 and clause 5.
8.2 7.2 Where the Supplier exercises its rights under clause 8.1 7.1 as a consequence of the breach, fault, act or omission of the Customer, the Charges will continue to be payable to the Supplier and the Customer shall pay to the Supplier all reasonable costs and expenses (including any Third-Party Supplier costs and expenses) incurred by the implementation of such suspension and recommencement of the provision of Services.
8.3 7.3 The Supplier reserves the right to suspend, replace suspend or withdraw the Services or any part thereof at any time for business, operational or technical reasons, where the Supplier is no longer able to provide the Service, including but not limited to:
8.3.1 7.3.1 the suspension, termination or expiry of the agreement in place with its Third-Party Supplier, which the Supplier requires to provide the Services under this Agreement to the Customer;
8.3.2 7.3.2 the withdrawal or significant changes to the technology used to provide the Services; or
8.3.3 7.3.3 as the Charges to the Customer are not, in the reasonable opinion of the Supplier, sufficient to ensure that the provision of Services continue to be commercially viable for the Supplier; and for which the Supplier is unable to find a replacement Third-Party Supplier having used its reasonable commercial endeavours, the Supplier may terminate this Agreement in accordance with clause 9.38.3.
Appears in 4 contracts
Samples: Definitions and Interpretation Agreement, Definitions and Interpretation Agreement, Definitions and Interpretation Agreement
Suspension of Services. 8.1 The Supplier may at its sole discretion, without prejudice 12.1 TMB shall be entitled to any other right under this Agreement and upon giving the Customer written notice electronically, suspend the provision of one or more of the Services under this Agreementin whole or part, without compensation, until further notice in (save as where it is reasonably possible to provide prior written notice) or liability to the following circumstancesCustomer if:
8.1.1 12.1.1 In TMB’s reasonable opinion, the Services are being used for activities that are in breach of any acceptable use clause contained in any supplemental terms and conditions attached hereto or any other fraudulent, illegal or wrongful activity, knowingly or otherwise, by the Customer;
12.1.2 In TMB’s reasonable opinion, the Customer is in material breach of any other provision of this Agreement;
8.1.2 12.1.3 Payments are unpaid within thirty days of the Supplier, its subcontractors and/or Third-Party Supplier in providing the Services due date;
12.1.4 TMB is instructed to the Customer is obliged to comply with do so by Government or any Applicable Legislation, including but not limited to an order, instruction or request of government, regulatory authority, emergency services organisation or other competent authority;
8.1.3 12.1.5 There are critical operational reasons or emergency;
12.1.6 Planned or emergency work is required to systems that underpin the delivery of the Services;
12.1.7 Any consent, wayleave or authority required by TMB or its supplier is withdrawn, revoked or otherwise ceases to have effect.
12.2 In the event of suspension of Services under the terms of sub-clause 12.1:
12.2.1 Services shall be immediately restored by TMB if the situation which has given cause to the suspension is resolved by the Customer exceeds the Credit Limit, fails and TMB shall be entitled to give charge a reinstatement fee;
12.2.2 Suspension of any deposit or other form of security under clause 7.13, or in the reasonable opinion part of the Supplier is deemed Services under the terms of this Agreement shall not constitute a debt risk; or
8.1.4 the Supplier has reasonable grounds to believe that the Customer is in breach of its obligations under clause 3.6.
8.2 Where the Supplier exercises its rights under clause 8.1 as a consequence of the breach, fault, act or omission of the Customer, the Charges will continue to be payable to the Supplier termination and the Customer shall continue to pay all of TMB’s charges in relation to this Agreement during the period of suspension of Services;
12.2.3 If the Customer fails to rectify the situation which has given cause to the Supplier all reasonable costs and suspension within thirty days of the commencement of the suspension, TMB shall be entitled to terminate the Agreement under the terms of clause 11;
12.2.4 TMB shall not be liable for any costs, expenses (including any Third-Party Supplier costs and expenses) or losses or other liabilities incurred by the implementation Customer as a result of such suspension and recommencement of the provision of Services.
8.3 The Supplier reserves the 12.3 TMB is not obliged to suspend services or give notice of suspension prior to exercising its right to suspend, replace or withdraw the Services or any part thereof at any time for business, operational or technical reasons, where the Supplier is no longer able to provide the Service, including but not limited to:
8.3.1 the suspension, termination or expiry of the agreement in place with its Third-Party Supplier, which the Supplier requires to provide the Services under this Agreement to the Customer;
8.3.2 the withdrawal or significant changes to the technology used to provide the Services; or
8.3.3 as the Charges to the Customer are not, in the reasonable opinion of the Supplier, sufficient to ensure that the provision of Services continue to be commercially viable for the Supplier; and for which the Supplier is unable to find a replacement Third-Party Supplier having used its reasonable commercial endeavours, the Supplier may terminate this Agreement in accordance with clause 9.3Agreement.
Appears in 3 contracts
Samples: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions
Suspension of Services. 8.1 7.1 The Supplier may at its sole discretion, without prejudice to any other right under this Agreement and upon giving the Customer written notice electronically, suspend the provision of one or more of the Services under this Agreement, without compensation, until further notice in the following circumstances:
8.1.1 7.1.1 the Customer is in material breach of this Agreement;
8.1.2 7.1.2 the Supplier, its subcontractors and/or Third-Party Supplier in providing the Services to the Customer is obliged to comply with any Applicable Legislation, including but not limited to an order, instruction or request of government, regulatory authority, emergency services organisation or other competent authority;
8.1.3 7.1.3 the Customer exceeds the Credit Limit, fails to give any deposit or other form of security under clause 7.136.11, or in the reasonable opinion of the Supplier is deemed a debt risk; or
8.1.4 7.1.4 the Supplier has reasonable grounds to believe that the Customer is in breach of its obligations under clause 3.63 and clause 5.
8.2 7.2 Where the Supplier exercises its rights under clause 8.1 7.1 as a consequence of the breach, fault, act or omission of the Customer, the Charges will continue to be payable to the Supplier and the Customer shall pay to the Supplier all reasonable costs and expenses (including any Third-Party Supplier costs and expenses) incurred by the implementation of such suspension and recommencement of the provision of Services.
8.3 7.3 The Supplier reserves the right to suspend, replace suspend or withdraw the Services or any part thereof at any time for business, operational or technical reasons, where the Supplier is no longer able to provide the Service, including but not limited to:
8.3.1 7.3.1 the suspension, termination or expiry of the agreement in place with its Third-Party Supplier, which the Supplier requires to provide the Services under this Agreement to the Customer;
8.3.2 7.3.2 the withdrawal or significant changes to the technology used to provide the Services; or;
8.3.3 7.3.3 as the Charges to the Customer are not, in the reasonable opinion of the Supplier, sufficient to ensure that the provision of Services continue to be commercially viable for the Supplier; and for which the Supplier is unable to find a replacement Third-Party Supplier having used its reasonable commercial endeavours, the Supplier may terminate this Agreement in accordance with clause 9.38.3.
Appears in 3 contracts
Samples: Definitions and Interpretation Agreement, Definitions and Interpretation Agreement, Definitions and Interpretation Agreement
Suspension of Services. 8.1 10.1 The Supplier may at its sole discretion, (without prejudice to any its other right rights under this Agreement Agreement) and upon giving without liability to the Customer written notice electronicallyCustomer, suspend the provision of one or more of the Services and the performance of its obligations under this Agreement, without compensation, until further notice Agreement in whole or in part with immediate effect and the following circumstancesCustomer will remain liable for all Charges accrued during such period of suspension) if:
8.1.1 10.1.1 the Customer is in material breach of this Agreement;
8.1.2 the Supplier, its subcontractors and/or Third-Party Supplier in providing the Services to the Customer is obliged to do so directly or indirectly in order to comply with any Applicable Legislation, including but not limited to an order, instruction or request of governmentthe Government or any governmental body, regulatory authority, an emergency services organisation organisation, a court of law, a legal body, tribunal or other competent authorityadministrative or regulatory body, including without limitation OFCOM and PhonepayPlus or the Network Operator or ICSTIS;
8.1.3 10.1.2 the Customer exceeds Supplier needs to carry out work relating to the Credit Limit, fails to give any deposit upgrading or other form of security under clause 7.13, or in the reasonable opinion maintenance of the Supplier is deemed a debt risk; or
8.1.4 Network (provided that the Supplier has given the Customer as much notice which in the Supplier’s reasonable grounds opinion is reasonably practicable in the circumstances provided that such suspension of the Services does not extend beyond that which is reasonably necessary to believe carry out the work). The Customer shall not be liable for any Charges for any period by which the suspension of the Services under this Clause 10.1.2 extends beyond that which is reasonably necessary under the circumstances;
10.1.3 the Customer does not pay any sum due and owing to the Supplier;
10.1.4 the Customer is in breach of its obligations under clause 3.6.any of the material terms of this Agreement;
8.2 Where 10.1.5 for operational reasons or in case of emergency;
10.1.6 where unpaid Charges exceed the credit limit agreed with the Supplier exercises its rights under clause 8.1 as pursuant to this Agreement;
10.1.7 the Customer acts in such a consequence of the breach, fault, act way or omission of the Customer, the Charges will continue permits anything to be payable to the Supplier and the Customer shall pay to the Supplier all reasonable costs and expenses (including any Third-Party Supplier costs and expenses) incurred by the implementation of such suspension and recommencement of the provision of Services.
8.3 The Supplier reserves the right to suspend, replace or withdraw the Services or any part thereof at any time for business, operational or technical reasons, where the Supplier is no longer able to provide the Service, including but not limited to:
8.3.1 the suspension, termination or expiry of the agreement in place with its Third-Party Supplier, which the Supplier requires to provide the Services under this Agreement to the Customer;
8.3.2 the withdrawal or significant changes to the technology used to provide the Services; or
8.3.3 as the Charges to the Customer are notdone which, in the reasonable opinion of the Supplier, sufficient relates to ensure the Services and may impair or jeopardise the operation of the Services or any part of the Network;
10.1.8 the Supplier reasonably suspects or believes that the provision Customer is in breach of this contract or the Services continue are being used for unlawful, fraudulent or improper purposes.; or
10.1.9 the Customer’s credit rating decreases at any time, and the Customer fails to be commercially viable for the Supplier; and for which supply reasonable security following a request by the Supplier is unable to find a replacement Third-Party Supplier having used its reasonable commercial endeavours, the Supplier may terminate this Agreement in accordance with clause 9.3this Agreement.
10.2 In the event of suspension of the Services all sums invoiced to the Customer by the Supplier shall become immediately payable.
10.3 The Customer shall indemnify the Supplier for all losses, damages, costs and expenses incurred as a result of the suspension and any re- commencement or variation of the Service where the suspension or variation is implemented as a result of any act or omission of the Customer.
Appears in 1 contract
Samples: Master Services Agreement
Suspension of Services. 8.1 The Supplier may at its sole discretion, without prejudice 12.1 CMI shall be entitled to any other right under this Agreement and upon giving the Customer written notice electronically, suspend the provision of one or more of the Services under this Agreementin whole or part, without compensation, until further notice in (save as where it is reasonably possible to provide prior written notice) or liability to the following circumstancesClient if:
8.1.1 12.1.1 In CMI’s reasonable opinion, the Customer Services are being used for activities that are in breach of any acceptable use clause contained in any supplemental terms and conditions attached hereto or any other fraudulent, illegal or wrongful activity, knowingly or otherwise, by the Client;
12.1.2 In CMI’s reasonable opinion, the Client is in material breach of any other provision of this Agreement;
8.1.2 12.1.3 Payments are unpaid within thirty days of the Supplier, its subcontractors and/or Third-Party Supplier in providing the Services due date;
12.1.4 CMI is instructed to the Customer is obliged to comply with do so by Government or any Applicable Legislation, including but not limited to an order, instruction or request of government, regulatory authority, emergency services organisation or other competent authority;
8.1.3 12.1.5 There are critical operational reasons or emergency;
12.1.6 Planned or emergency work is required to systems that underpin the Customer exceeds delivery of the Credit LimitServices;
12.1.7 Any consent, wayleave or authority required by CMI or its supplier is withdrawn, revoked or otherwise ceases to have effect.
12.2 In the event of suspension of Services under the terms of sub-clause 12.1:
12.2.1 Services shall be immediately restored by CMI the situation which has given cause to the suspension is resolved by the Client and CMI shall be entitled to charge a reinstatement fee as set out in the Tariff;
12.2.2 Suspension of any part of the Services under the terms of this Agreement shall not constitute a termination and the Client shall continue to pay all of CMI’s charges in relation to this Agreement during the period of suspension of Services;
12.2.3 If the Client fails to give rectify the situation which has given cause to the suspension within thirty days of the commencement of the suspension, CMI shall be entitled to terminate the Agreement under the terms of clause 11;
12.2.4 CMI shall not be liable for any deposit costs, expenses or losses or other form of security under clause 7.13, or in the reasonable opinion of the Supplier is deemed a debt risk; or
8.1.4 the Supplier has reasonable grounds to believe that the Customer is in breach of its obligations under clause 3.6.
8.2 Where the Supplier exercises its rights under clause 8.1 as a consequence of the breach, fault, act or omission of the Customer, the Charges will continue to be payable to the Supplier and the Customer shall pay to the Supplier all reasonable costs and expenses (including any Third-Party Supplier costs and expenses) liabilities incurred by the implementation Client as a result of such suspension and recommencement of the provision of Services.
8.3 The Supplier reserves the 12.3 CMI is not obliged to suspend services or give notice of suspension prior to exercising its right to suspend, replace or withdraw the Services or any part thereof at any time for business, operational or technical reasons, where the Supplier is no longer able to provide the Service, including but not limited to:
8.3.1 the suspension, termination or expiry of the agreement in place with its Third-Party Supplier, which the Supplier requires to provide the Services under this Agreement to the Customer;
8.3.2 the withdrawal or significant changes to the technology used to provide the Services; or
8.3.3 as the Charges to the Customer are not, in the reasonable opinion of the Supplier, sufficient to ensure that the provision of Services continue to be commercially viable for the Supplier; and for which the Supplier is unable to find a replacement Third-Party Supplier having used its reasonable commercial endeavours, the Supplier may terminate this Agreement in accordance with clause 9.3Agreement.
Appears in 1 contract
Samples: General Terms and Conditions
Suspension of Services. 8.1 7.1 The Supplier may at its sole discretion, without prejudice to any other right under this Agreement and upon giving the Customer written notice electronically, suspend the provision of one or more of the Services under this Agreement, without compensation, until further notice in the following circumstances:
8.1.1 7.1.1 the Customer is in material breach of this Agreement;
8.1.2 7.1.2 the Supplier, its subcontractors and/or Third-Party Supplier in providing the Services to the Customer is obliged to comply with any Applicable Legislation, including but not limited to an order, instruction or request of government, regulatory authority, emergency services organisation or other competent authority;
8.1.3 7.1.3 the Customer exceeds the Credit Limit, fails to give any deposit or other form of security under clause 7.136.11, or in the reasonable opinion of the Supplier is deemed a debt risk; or
8.1.4 7.1.4 the Supplier has reasonable grounds to believe that the Customer is in breach of its obligations under clause 3.63 and clause 5.
8.2 7.2 Where the Supplier exercises its rights under clause 8.1 7.1 as a consequence of the breach, fault, act or omission of the Customer, the Charges will continue to be payable to the Supplier and the Customer shall pay to the Supplier all reasonable costs and expenses (including any Third-Third Party Supplier costs and expenses) incurred by the implementation of such suspension and recommencement of the provision of Services.
8.3 7.3 The Supplier reserves the right to suspend, replace suspend or withdraw the Services or any part thereof at any time for business, operational or technical reasons, where the Supplier is no longer able to provide the Service, including but not limited to:
8.3.1 7.3.1 the suspension, termination or expiry of the agreement in place with its Third-Third Party Supplier, which the Supplier requires to provide the Services under this Agreement to the Customer;
8.3.2 7.3.2 the withdrawal or significant changes to the technology used to provide the Services; or;
8.3.3 7.3.3 as the Charges to the Customer are not, in the reasonable opinion of the Supplier, sufficient to ensure that the provision of Services continue to be commercially viable for the Supplier; and for which the Supplier is unable to find a replacement Third-Third Party Supplier having used its reasonable commercial endeavours, the Supplier may terminate this Agreement in accordance with clause 9.38.3.
Appears in 1 contract
Suspension of Services. 8.1 The 11.1 Without prejudice to its rights under Condition 12, the Supplier may at its sole discretion, without prejudice to any other right under this Agreement and upon giving the Customer written notice electronically, suspend the provision of one all or more part of the Services under this Agreement, without compensation, until further or any of them for so long as reasonably required or disconnect any Telephone Number at any time subject to Condition 11.3 if:-
11.1.1 the Customer has not paid all or any part of any invoice for the Services in accordance with Condition 8 within 14 days of receiving written notice from the Supplier that it is due and demanding payment;
11.1.2 the Customer has not paid all or any part of any invoice for services or equipment in accordance with any agreement it has with Arcom IT Limited in accordance with the following circumstances:terms of the invoice;
8.1.1 11.1.3 the Customer is in material or persistent breach of this AgreementAgreement or any other agreement between the parties;
8.1.2 the Supplier, its subcontractors and/or Third-Party Supplier in providing the Services to the Customer is obliged to comply with any Applicable Legislation, including but not limited to an order, instruction or request of government, regulatory authority, emergency services organisation or other competent authority;
8.1.3 the Customer exceeds the Credit Limit, fails to give any deposit or other form of security under clause 7.13, or in the reasonable opinion of the Supplier is deemed a debt risk; or
8.1.4 11.1.4 the Supplier has reasonable grounds cause to believe that the Customer or any third party is acting in breach of its obligations under clause 3.6.the Acceptable Use Policy;
8.2 Where the Supplier exercises its rights under clause 8.1 as a consequence of the breach, fault, act or omission of the Customer, the Charges will continue to be payable to the Supplier and the Customer shall pay to the Supplier all reasonable costs and expenses 11.1.5 technical limitations (including any Thirdwithout limitation the non-Party Supplier costs and expensesavailability of parts and/or software) incurred by the implementation of such suspension and recommencement of exist or arise which make the provision of Services.
8.3 The Supplier reserves the right to suspend, replace or withdraw the Services impossible or any part thereof at any time for business, operational materially limit the functionality or technical reasons, where the Supplier is no longer able to provide the Service, including but not limited to:
8.3.1 the suspension, termination or expiry performance of the agreement in place with its Third-Party Supplier, which the Supplier requires to provide the Services under this Agreement Services;
11.1.6 if and to the extent that in the Supplier's opinion the Customer’s conduct is likely to result in the breach of any law or is otherwise prejudicial to the Supplier's interests;
8.3.2 the withdrawal or significant changes to the technology used to provide the Services; or
8.3.3 as the Charges to 11.1.7 the Customer are notacts in such a way or permits anything to be done which, in the reasonable opinion of the Supplier, sufficient relates to ensure that the provision Services and may impair or jeopardise the operation of the Services continue or any part of the Telecommunications Network;
11.1.8 required to be commercially viable do so directly or indirectly by law, the Operator, OFCOM or PhonePayPlus or under any Regulation;
11.1.9 such action is required for modification or maintenance or in cases of emergency;
11.1.10 The Supplier has reason to believe the Supplier; and Services are being used for which unlawful, fraudulent, or improper purposes.
11.2 In the Supplier is unable case of any proposed disconnection pursuant to find a replacement Third-Party Supplier having used its reasonable commercial endeavoursCondition 11.1, the Supplier may terminate this Agreement shall give the Customer due notice of any consequent service interruption or disconnection and, except in accordance with clause 9.3cases of fraud, persistent late payment or non-payment, any such service interruption shall be restricted, as far as technically feasible, to the Service concerned. In other cases, the Supplier shall give, as far as technically feasible, such notice as is reasonable in the circumstances.
11.3 The Customer shall remain liable for all Charges during any period of suspension or disconnection attributable to the actions or omissions of the Customer and for any subsequent reinstatement or re-connection.
Appears in 1 contract
Samples: Telecommunications
Suspension of Services. 8.1 10.1 The Supplier may at its sole discretion, (without prejudice to any its other right rights under this Agreement Agreement) and upon giving without liability to the Customer written notice electronicallyCustomer, suspend the provision of one or more of the Services and the performance of its obligations under this Agreement, without compensation, until further notice Agreement in the following circumstances:
8.1.1 whole or in part with immediate effect and the Customer is in material breach will remain liable for all Charges accrued during such period of this Agreement;suspension) if:-
8.1.2 10.1.1 the Supplier, its subcontractors and/or Third-Party Supplier in providing the Services to the Customer is obliged to do so directly or indirectly in order to comply with any Applicable Legislation, including but not limited to an order, instruction or request of governmentthe Government or any governmental body, regulatory authority, an emergency services organisation organisation, a court of law, a legal body, tribunal or other competent authorityadministrati ve or regulatory body, including without limitation OFCOM and PhonepayPlus or the Network Operator or ICSTIS;
8.1.3 10.1.2 the Customer exceeds Supplier needs to carry out work relating to the Credit Limit, fails to give any deposit upgrading or other form of security under clause 7.13, or in the reasonable opinion maintenance of the Supplier is deemed a debt risk; or
8.1.4 Network (provided that the Supplier has given the Customer as much notice which in the Supplier’s reasonable grounds opinion is reasonably practicable in the circumstances provided that such suspension of the Services does not extend beyond that which is reasonably necessary to believe carry out the work.] The Customer shall not be liable for any Charges for any period by which the suspension of the Services under this Clause 10.1.2 extends beyond that which is reasonably necessary under the circumstances.
10.1.3 the Customer does not pay any sum due and owing to the Supplier;
10.1.4 the Customer is in breach of its obligations under clause 3.6.any of the material terms of this Agreement;
8.2 Where 10.1.5 for operational reasons or in case of emergency;
10.1.6 where unpaid Charges exceed the credit limit agreed with the Supplier exercises its rights under clause 8.1 as pursuant to this Agreement;
10.1.7 the Customer acts in such a consequence of the breach, fault, act way or omission of the Customer, the Charges will continue permits anything to be payable to the Supplier and the Customer shall pay to the Supplier all reasonable costs and expenses (including any Third-Party Supplier costs and expenses) incurred by the implementation of such suspension and recommencement of the provision of Services.
8.3 The Supplier reserves the right to suspend, replace or withdraw the Services or any part thereof at any time for business, operational or technical reasons, where the Supplier is no longer able to provide the Service, including but not limited to:
8.3.1 the suspension, termination or expiry of the agreement in place with its Third-Party Supplier, which the Supplier requires to provide the Services under this Agreement to the Customer;
8.3.2 the withdrawal or significant changes to the technology used to provide the Services; or
8.3.3 as the Charges to the Customer are notdone which, in the reasonable opinion of the Supplier, sufficient relates to ensure the Services and may impair or jeopardise the operation of the Services or any part of the Network;
10.1.8 the Supplier reasonably suspects or believes that the provision Customer is in breach of this contract or the Services continue are being used for unlawful, fraudulent or improper purposes.; or
10.1.9 the Customer’s credit rating decreases at any time, and the Customer fails to be commercially viable for the Supplier; and for which supply reasonable security following a request by the Supplier is unable to find a replacement Third-Party Supplier having used its reasonable commercial endeavours, the Supplier may terminate this Agreement in accordance with clause 9.3this Agreement.
10.2 In the event of suspension of the Services all sums invoiced to the Customer by the Supplier shall become immediately payable.
10.3 The Customer shall indemnify the Supplier for all losses, damages, costs and expenses incurred as a result of the suspension and any re- commencement or variation of the Service where the suspension or variation is implemented as a result of any act or omission of the Customer.
Appears in 1 contract
Samples: Master Services Agreement
Suspension of Services. 8.1 The Supplier may at its sole discretion, without prejudice 12.1 Netcom shall be entitled to any other right under this Agreement and upon giving the Customer written notice electronically, suspend the provision of one or more of the Services under this Agreementin whole or part, without compensation, until further notice in (save as where it is reasonably possible to provide prior written notice) or liability to the following circumstancesCustomer if:
8.1.1 12.1.1 In Netcom’s reasonable opinion, the Services are being used for activities that are in breach of any acceptable use clause contained in any supplemental terms and conditions attached hereto or any other fraudulent, illegal or wrongful activity, knowingly or otherwise, by the Customer;
12.1.2 In Netcom’s reasonable opinion, the Customer is in material breach of any other provision of this Agreement;
8.1.2 12.1.3 Payments are unpaid within thirty days of the Supplier, its subcontractors and/or Third-Party Supplier in providing the Services due date;
12.1.4 Netcom is instructed to the Customer is obliged to comply with do so by Government or any Applicable Legislation, including but not limited to an order, instruction or request of government, regulatory authority, emergency services organisation or other competent authority;
8.1.3 12.1.5 There are critical operational reasons or emergency;
12.1.6 Planned or emergency work is required to systems that underpin the delivery of the Services;
12.1.7 Any consent, wayleave or authority required by Netcom or its supplier is withdrawn, revoked or otherwise ceases to have effect.
12.2 In the event of suspension of Services under the terms of sub-clause 12.1:
12.2.1 Services shall be immediately restored by Netcom the situation which has given cause to the suspension is resolved by the Customer exceeds the Credit Limit, fails and Netcom shall be entitled to give any deposit or other form of security under clause 7.13, or charge a reinstatement fee as set out in the reasonable opinion Tariff;
12.2.2 Suspension of any part of the Supplier is deemed Services under the terms of this Agreement shall not constitute a debt risk; or
8.1.4 the Supplier has reasonable grounds to believe that the Customer is in breach of its obligations under clause 3.6.
8.2 Where the Supplier exercises its rights under clause 8.1 as a consequence of the breach, fault, act or omission of the Customer, the Charges will continue to be payable to the Supplier termination and the Customer shall continue to pay all of Netcom’s charges in relation to this Agreement during the period of suspension of Services;
12.2.3 If the Customer fails to rectify the situation which has given cause to the Supplier all reasonable costs and suspension within thirty days of the commencement of the suspension, Netcom shall be entitled to terminate the Agreement under the terms of clause 11;
12.2.4 Netcom shall not be liable for any costs, expenses (including any Third-Party Supplier costs and expenses) or losses or other liabilities incurred by the implementation Customer as a result of such suspension and recommencement of the provision of Services.
8.3 The Supplier reserves the 12.3 Netcom is not obliged to suspend services or give notice of suspension prior to exercising its right to suspend, replace or withdraw the Services or any part thereof at any time for business, operational or technical reasons, where the Supplier is no longer able to provide the Service, including but not limited to:
8.3.1 the suspension, termination or expiry of the agreement in place with its Third-Party Supplier, which the Supplier requires to provide the Services under this Agreement to the Customer;
8.3.2 the withdrawal or significant changes to the technology used to provide the Services; or
8.3.3 as the Charges to the Customer are not, in the reasonable opinion of the Supplier, sufficient to ensure that the provision of Services continue to be commercially viable for the Supplier; and for which the Supplier is unable to find a replacement Third-Party Supplier having used its reasonable commercial endeavours, the Supplier may terminate this Agreement in accordance with clause 9.3Agreement.
Appears in 1 contract
Samples: General Terms and Conditions
