Common use of Suspension Termination Clause in Contracts

Suspension Termination. 12.1 If, in relation to the Services, the Client breaches clause 5.1 or 5.3 of this Agreement or any other applicable licence restrictions under this Agreement, TransUnion may suspend the Services, including suspension of the licence to use any Output. For the avoidance of doubt, any such suspension pursuant to this clause 12.1 shall not affect the Client’s obligations under clause 11. 12.2 Where any charges have not been paid in accordance with clause 11.1, or where fees are payable in advance of performance of the Services and such payment has not been made, TransUnion may suspend the performance of such Services until the relevant payment has been received. 12.3 TransUnion may also suspend the Services, including suspension of the licence to use any Output, in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an emergency service or any other competent regulatory authority or if the security processes set up to protect the Services are breached in any way. 12.4 Either TransUnion or the Client may terminate this Agreement and/or (regardless of this Agreement having already expired or terminated) any continuing licence under clause 5.1.2 immediately on notice if: 12.4.1 the other commits any material breach of this Agreement and such breach (where capable of remedy) is not remedied to the non-defaulting party’s reasonable satisfaction within 14 days of notice specifying the breach and requiring its remedy; 12.4.2 in respect of the other, a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation); 12.4.3 in respect of the other, an administration order is made, or a receiver or administrative receiver is appointed over any of its property or assets; or 12.4.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or (being a company or limited liability partnership), is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or (being an individual), is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (being a partnership), has any partner to whom any of the foregoing apply. 12.5 On termination or expiry of this Agreement, TransUnion shall cease provision of the Services. 12.6 On termination or expiry of this Agreement or an applicable licence contained in clause 5.1 (whichever is the later) for whatever reason, the Client shall (subject to clause 12.8): 12.6.1 immediately cease using the Online Services and any Output; 12.6.2 promptly destroy, delete or return to TransUnion any Output, Documentation and any other materials provided by TransUnion relating to the Services (and all copies thereof) which remain in the possession or control of the Client; and 12.6.3 (upon request) provide TransUnion with a certificate of compliance with this clause 12.6 signed by a duly authorised officer. 12.7 Save where this Agreement is terminated by TransUnion pursuant to clause 12.4, the Client shall not be required to comply with clause 12.6 until the expiry or termination of the licence period applicable to the relevant Output. 12.8 Each party acknowledges that they may each have a standard data archiving policy which includes the creation and retention of backup copies of data and other information (“Retained Data”) held on its computer systems for legal, regulatory compliance, IT restoration and disaster recovery purposes only. For the avoidance of doubt, such purposes shall be deemed to include use of the Output to the extent reasonably necessary to enable the Client to proceed with investigations and/or prosecutions or otherwise as may be reasonably necessary to enable the Client to establish, exercise or defend its legal rights. Each party therefore agrees that the Retained Data held by the other party shall not be subject to an obligation to be returned or deleted, whether upon termination or expiry or otherwise. For the avoidance of doubt: 12.8.1 to the extent that the Retained Data are data and other information supplied to one party by the other party, it shall remain subject to the other terms of this Agreement as may be applicable; and 12.8.2 to the extent that the Retained Data are Output or information derived from it, such data may not be used by the Client for any live operational purposes (whether such use was within the scope of the Permitted Purpose or otherwise) after the date of termination or expiry of the applicable licence contained in clause 5.1. 12.9 TransUnion may terminate provision of any element of the Services (and the corresponding elements of the Output) immediately on notice in the event that TransUnion or its licensor ceases, for any reason, to have the right to make such Services and/or Output available. TransUnion shall not be deemed to be in breach of this Agreement and shall not have any liability to the Client in respect of such termination. In such circumstances, the parties agree to enter into good faith negotiations with a view to agreeing: 12.9.1 a pro rata refund of any charges paid in advance for the terminated Services in respect of any period after the date of termination to the extent that such Services have not yet been performed; and 12.9.2 an appropriate variation to the terms of this Agreement for provision of the unaffected Services. 12.10 On termination or expiry of this Agreement for any reason, any terms of this Agreement that either expressly or by their nature extend beyond the Agreement’s termination remain in full force and effect. Without limiting the preceding sentence, the provisions of clauses 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and clauses 15 to 23 (inclusive) shall continue after termination or expiry of this Agreement in accordance with their terms.

Suspension Termination. 12.1 If, in relation to the Services, If the Client breaches clause 5.1 or 5.3 any of this Agreement or any other applicable licence restrictions its obligations under this Agreement, TransUnion may shall be entitled to suspend the Services, Services immediately (including suspension of the licence to use any Output). For the avoidance of doubt, any such suspension pursuant to this clause 12.1 shall not affect the Client’s obligations under clause 11.11.‌ 12.2 Where any charges have not been paid in accordance with clause 11.1, or where part of the fees are payable in advance of performance of the Services and such payment has not been madeto which they relate, TransUnion may suspend the performance of such those Services until the relevant payment has been received.received.‌‌ 12.3 TransUnion may also suspend the Services, Services (including suspension of the licence to use any Output, ) in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an emergency service or any other competent regulatory authority or if the security processes set up to protect the Services are breached in any way, in which case TransUnion shall not be deemed to be in breach of this Agreement by reason of such suspension. 12.4 Either TransUnion or the Client may terminate this Agreement and/or (regardless of this Agreement having already expired or terminated) any continuing licence under clause 5.1.2 immediately on notice if:if:‌ 12.4.1 the other commits any material breach of this Agreement and such breach (where capable of remedy) is not remedied to the non-defaulting party’s reasonable satisfaction within 14 days of notice specifying the breach and requiring its remedy;remedy;‌ 12.4.2 in respect of the other, a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation); 12.4.3 in respect of the other, an administration order is made, or a receiver or administrative receiver is appointed over any of its property or assets; or 12.4.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or (being a company or limited liability partnership), is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or (being an individual), is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (being a partnership), has any partner to whom any of the foregoing apply.apply.‌ 12.5 On termination or expiry of this Agreement, TransUnion shall cease provision of the Services. 12.6 On termination or expiry of this Agreement or an applicable licence contained in clause 5.1 (whichever is the later) for whatever reason, the Client shall (subject to clause 12.8):12.7):‌ 12.6.1 immediately cease using the Online Services and any Output; 12.6.2 promptly destroy, delete or return to TransUnion any Output, Documentation and any other materials provided by TransUnion relating to the Services (and all copies thereof) which remain in the possession or control of the Client; andand‌ 12.6.3 (upon request) provide TransUnion with a certificate of compliance with this clause 12.6 signed by a duly authorised officer.officer.‌‌ 12.7 Save where this Agreement is terminated by TransUnion pursuant to clause clauses 12.3 or 12.4, the Client shall not be required to comply with clause 12.6 until the expiry or termination of the licence period applicable to the relevant Output. 12.8 Each party acknowledges that they may each have a standard data archiving policy which includes the creation and retention of backup copies of data and other information (“Retained Data”) held on its computer systems for legal, regulatory compliance, IT restoration and disaster recovery purposes only. For the avoidance of doubt, such purposes shall be deemed to include use of the Output to the extent reasonably necessary to enable the Client to proceed with investigations and/or prosecutions or otherwise as may be reasonably necessary to enable the Client to establish, exercise or defend its legal rights. Each party therefore agrees that the Retained Data held by the other party shall not be subject to an obligation to be returned or deleted, whether upon termination or expiry or otherwise. For the avoidance of doubt: 12.8.1 to the extent that the Retained Data are data and other information supplied to one party by the other party, it shall remain subject to the other terms of this Agreement as may be applicable; and 12.8.2 to the extent that the Retained Data are Output or information derived from it, such data may not be used by the Client for any live operational purposes (whether such use was within the scope of the Permitted Purpose or otherwise) after the date of termination or expiry of the applicable licence contained in clause 5.1. 12.9 TransUnion carries out a due diligence process in respect of new clients, which may include checks in respect of credit rating, security and Data Protection Legislation compliance. The Client agrees that TransUnion may, as a result of such process (i) terminate this Agreement (including any licence under clause 5.1) immediately on notice at any time during the 30 day period immediately following the Agreement Signature Date; and (ii) refund to the Client any charges already paid to TransUnion in respect of Services that have not yet been performed. This right of termination shall be without prejudice to TransUnion’s other rights under this Agreement.‌ 12.10 TransUnion may terminate provision of any element of the Services (and the corresponding elements of the Output) immediately on notice in the event that TransUnion or its licensor ceases, for any reason, to have the right to make such Services and/or Output available. TransUnion shall not be deemed to be in breach of this Agreement and shall not have any liability to the Client in respect of such termination. In such circumstances, the parties agree to enter into good faith negotiations with a view to agreeing: 12.9.1 12.10.1 a pro rata refund of any charges paid in advance for the terminated Services in respect of any period after the date of termination to the extent that such Services have not yet been performed; and 12.9.2 12.10.2 an appropriate variation to the terms of this Agreement for provision of the unaffected Services. 12.10 12.11 On termination or expiry of this Agreement for any reason, any terms of this Agreement that either expressly or by their nature extend beyond the Agreement’s termination remain in full force and effect. Without limiting the preceding sentence, the provisions of clauses 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and clauses 15 to 23 (inclusive) shall continue after termination or expiry of this Agreement in accordance with their terms.terms.‌‌

Suspension Termination. 12.1 If, in relation to the Services, the Client breaches clause 5.1 or 5.3 of this Agreement or any other applicable licence restrictions under this Agreement, TransUnion may suspend the Services, including suspension of the licence to use any Output. For the avoidance of doubt, any such suspension pursuant to this clause 12.1 shall not affect the Client’s obligations under clause 11. 12.2 Where any charges have not been paid in accordance with clause 11.1, or where fees are payable in advance of performance of the Services and such payment has not been made, TransUnion may suspend the performance of such Services until the relevant payment has been received. 12.3 TransUnion may also suspend the Services, including suspension of the licence to use any Output, in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an emergency service or any other competent regulatory authority or if the security processes set up to protect the Services are breached in any way. 12.4 Either TransUnion or the Client may terminate this Agreement and/or (regardless of this Agreement having already expired or terminated) any continuing licence under clause 5.1.2 immediately on notice if: 12.4.1 the other commits any material breach of this Agreement and such breach (where capable of remedy) is not remedied to the non-defaulting party’s reasonable satisfaction within 14 days of notice specifying the breach and requiring its remedy; 12.4.2 in respect of the other, a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation); 12.4.3 in respect of the other, an administration order is made, or a receiver or administrative receiver is appointed over any of its property or assets; or 12.4.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or (being a company or limited liability partnership), is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or (being an individual), is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (being a partnership), has any partner to whom any of the foregoing apply. 12.5 On termination or expiry of this Agreement, TransUnion shall cease provision of the Services. 12.6 On termination or expiry of this Agreement or an applicable licence contained in clause 5.1 (whichever is the later) for whatever reason, the Client shall (subject to clause 12.8): 12.6.1 immediately cease using the Online Services and any Output; 12.6.2 promptly destroy, delete or return to TransUnion any Output, Documentation and any other materials provided by TransUnion relating to the Services (and all copies thereof) which remain in the possession or control of the Client; and 12.6.3 (upon request) provide TransUnion with a certificate of compliance with this clause 12.6 signed by a duly authorised officer. 12.7 Save where this Agreement is terminated by TransUnion pursuant to clause 12.4, the Client shall not be required to comply with clause 12.6 until the expiry or termination of the licence period applicable to the relevant Output. 12.8 Each party acknowledges that they may each have a standard data archiving policy which includes the creation and retention of backup copies of data and other information (“Retained Data”) held on its computer systems for legal, regulatory compliance, IT restoration and disaster recovery purposes only. For the avoidance of doubt, such purposes shall be deemed to include use of the Output to the extent reasonably necessary to enable the Client to proceed with investigations and/or prosecutions or otherwise as may be reasonably necessary to enable the Client to establish, exercise or defend its legal rights. Each party therefore agrees that the Retained Data held by the other party shall not be subject to an obligation to be returned or deleted, whether upon termination or expiry or otherwise. For the avoidance of doubt: 12.8.1 to the extent that the Retained Data are data and other information supplied to one party by the other party, it shall remain subject to the other terms of this Agreement as may be applicable; and 12.8.2 to the extent that the Retained Data are Output or information derived from it, such data may not be used by the Client for any live operational purposes (whether such use was within the scope of the Permitted Purpose or otherwise) after the date of termination or expiry of the applicable licence contained in clause 5.1. 12.9 TransUnion may terminate provision of any element of the Services (and the corresponding elements of the Output) immediately on notice in the event that TransUnion or its licensor ceases, for any reason, to have the right to make such Services and/or Output available. TransUnion shall not be deemed to be in breach of this Agreement and shall not have any liability to the Client in respect of such termination. In such circumstances, the parties agree to enter into good faith negotiations with a view to agreeing: 12.9.1 a pro rata refund of any charges paid in advance for the terminated Services in respect of any period after the date of termination to the extent that such Services have not yet been performed; and 12.9.2 an appropriate variation to the terms of this Agreement for provision of the unaffected Services. 12.10 On termination or expiry of this Agreement for any reason, any terms of this Agreement that either expressly or by their nature extend beyond the Agreement’s termination remain in full force and effect. Without limiting the preceding sentence, the provisions of clauses 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and clauses 15 to 23 (inclusive) shall continue after termination or expiry of this Agreement in accordance with their terms.

Suspension Termination. 12.1 If, in relation to the Services, If the Client breaches clause 5.1 or 5.3 any of this Agreement or any other applicable licence restrictions its obligations under this Agreement, TransUnion may shall be entitled to suspend the Services, Services immediately (including suspension of the licence to use any Software or Output). For the avoidance of doubt, any such suspension pursuant to this clause 12.1 shall not affect the Client’s obligations under clause 11. 12.2 Where any charges have not been paid in accordance with clause 11.1, or where fees are payable in advance of performance of the Services and such payment has not been made, TransUnion may suspend the performance of such Services until the relevant payment has been received. 12.3 TransUnion may also suspend the Services, Services (including suspension of the licence to use any Software or Output, ) in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an emergency service or any other competent regulatory authority or if the security processes set up to protect the Services are breached in any way, in which case TransUnion shall not be deemed to be in breach of this Agreement by reason of such suspension. 12.3 TransUnion may terminate this Agreement at any time if TransUnion’s contract with TransUnion’s Agent terminates for any reason whatsoever 12.4 Either TransUnion or the Client may terminate this Agreement and/or (regardless of this Agreement having already expired or terminated) any continuing licence under clause 5.1.2 immediately on notice if: 12.4.1 the other commits any material breach of this Agreement and such breach (where capable of remedy) is not remedied to the non-defaulting party’s reasonable satisfaction within 14 days of notice specifying the breach and requiring its remedy; 12.4.2 in respect of the other, a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation); 12.4.3 in respect of the other, an administration order is made, or a receiver or administrative receiver is appointed over any of its property or assets; or 12.4.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or (being a company or limited liability partnership), is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or (being an individual), is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (being a partnership), has any partner to whom any of the foregoing apply. 12.5 On termination or expiry of this Agreement, TransUnion shall cease provision of the Services. 12.6 On termination or expiry of this Agreement or an applicable licence contained in clause 5.1 (whichever is the later) for whatever reason, the Client shall (subject to clause 12.812.7): 12.6.1 immediately cease using the Online Services Services, any Software and any Output; 12.6.2 promptly destroy, delete all flags and other data and information appended to or forming part of any of the Client’s databases which are derived from the Output; 12.6.3 return to TransUnion any Output, all assets which TransUnion has provided for the purposes of this Agreement including the Software and the Documentation and any other materials provided by TransUnion relating to the Services (and all copies thereof) which remain in the possession or control of the Client); and 12.6.3 12.6.4 (upon request) provide TransUnion with a certificate of compliance with this clause 12.6 signed by a duly authorised officer. 12.7 Save where this Agreement is terminated by TransUnion pursuant to clause 12.4, the Client shall not be required to comply with clause 12.6 until the expiry or termination of the licence period applicable to the relevant Output. 12.8 Each party acknowledges that they may each have a standard data archiving policy which includes the creation and retention of backup copies of data and other information (“Retained Data”) held on its computer systems for legal, regulatory compliance, IT restoration and disaster recovery purposes only. For the avoidance of doubt, such purposes shall be deemed to include use of the Output to the extent reasonably necessary to enable the Client to proceed with investigations and/or prosecutions or otherwise as may be reasonably necessary to enable the Client to establish, exercise or defend its legal rights. Each party therefore agrees that the Retained Data held by the other party shall not be subject to an obligation to be returned or deleted, whether upon termination or expiry or otherwise. For the avoidance of doubt: 12.8.1 12.7.1 to the extent that the Retained Data are data and other information supplied to one party by the other party, it shall remain subject to the other terms of this Agreement as may be applicable; and 12.8.2 12.7.2 to the extent that the Retained Data are Output or information derived from it, such data may not be used by the Client for any live operational purposes (whether such use was within the scope of the Permitted Purpose or otherwise) after the date of termination or expiry of the applicable licence contained in clause 5.1. 12.8 TransUnion carries out a due diligence process in respect of new clients, which may include checks in respect of credit rating, security and Data Protection Legislation compliance. The Client agrees that TransUnion may, as a result of such process (i) terminate this Agreement (including any licence under clause 5.1) immediately on notice at any time during the 30 day period immediately following the Agreement Signature Date; and (ii) refund to the Client any charges already paid to TransUnion in respect of Services that have not yet been performed. This right of termination shall be without prejudice to TransUnion’s other rights under this Agreement. 12.9 TransUnion may terminate provision of any element of the Services (and the corresponding elements of the Output) immediately on notice in the event that TransUnion or its licensor ceases, for any reason, to have the right to make such Services and/or Output available. TransUnion shall not be deemed to be in breach of SAMPLE this Agreement and shall not have any liability to the Client in respect of such termination. In such circumstances, the parties agree to enter into good faith negotiations with a view to agreeing: 12.9.1 a pro rata refund of any charges paid in advance for the terminated Services in respect of any period after the date of termination to the extent that such Services have not yet been performed; and 12.9.2 an appropriate variation to the terms of this Agreement for provision of the unaffected Services. 12.10 On termination or expiry of this Agreement for any reason, any terms of this Agreement that either expressly or by their nature extend beyond the Agreement’s termination remain in full force and effect. Without limiting the preceding sentence, the provisions of clauses 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and clauses 15 to 23 (inclusive) shall continue after termination or expiry of this Agreement in accordance with their terms.

Suspension Termination. 12.1 If, in relation to the Services, If the Client breaches clause 5.1 or 5.3 any of this Agreement or any other applicable licence restrictions its obligations under this Agreement, TransUnion may shall be entitled to suspend the Services, Services immediately (including suspension of the licence to use any Output). For the avoidance of doubt, any such suspension pursuant to this clause 12.1 shall not affect the Client’s obligations under clause 11.11.‌ 12.2 Where any charges have not been paid in accordance with clause 11.1, or where part of the fees are payable in advance of performance of the Services and such payment has not been madeto which they relate, TransUnion may suspend the performance of such those Services until the relevant payment has been received.received.‌‌ 12.3 TransUnion may also suspend the Services, Services (including suspension of the licence to use any Output, ) in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an emergency service or any other competent regulatory authority or if the security processes set up to protect the Services are breached in any way, in which case TransUnion shall not be deemed to be in breach of this Agreement by reason of such suspension. 12.4 Either TransUnion or the Client may terminate this Agreement and/or (regardless of this Agreement having already expired or terminated) any continuing licence under clause 5.1.2 immediately on notice if:if:‌ 12.4.1 the other commits any material breach of this Agreement and such breach (where capable of remedy) is not remedied to the non-defaulting party’s reasonable satisfaction within 14 days of notice specifying the breach and requiring its remedy;remedy;‌ 12.4.2 in respect of the other, a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation); 12.4.3 in respect of the other, an administration order is made, or a receiver or administrative receiver is appointed over any of its property or assets; or 12.4.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or (being a company or limited liability partnership), is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or (being an individual), is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (being a partnership), has any partner to whom any of the foregoing apply.apply.‌ 12.5 On termination or expiry of this Agreement, TransUnion shall cease provision of the Services. 12.6 On termination or expiry of this Agreement or an applicable licence contained in clause 5.1 (whichever is the later) for whatever reason, the Client shall (subject to clause 12.8):12.7):‌ 12.6.1 immediately cease using the Online Services and any Output; 12.6.2 promptly destroy, delete or return to TransUnion any Output, Documentation and any other materials provided by TransUnion relating to the Services (and all copies thereof) which remain in the possession or control of the Client; andand‌ 12.6.3 (upon request) provide TransUnion with a certificate of compliance with this clause 12.6 signed by a duly authorised officer.officer.‌‌ 12.7 Save where this Agreement is terminated by TransUnion pursuant to clause clauses 12.3 or 12.4, the Client shall not be required to comply with clause 12.6 until the expiry or termination of the licence period applicable to the relevant Output. 12.8 Each party acknowledges that they may each have a standard data archiving policy which includes the creation and retention of backup copies of data and other information (“Retained Data”) held on its computer systems for legal, regulatory compliance, IT restoration and disaster recovery purposes only. For the avoidance of doubt, such purposes shall be deemed to include use of the Output to the extent reasonably necessary to enable the Client to proceed with investigations and/or prosecutions or otherwise as may be reasonably necessary to enable the Client to establish, exercise or defend its legal rights. Each party therefore agrees that the Retained Data held by the other party shall not be subject to an obligation to be returned or deleted, whether upon termination or expiry or otherwise. For the avoidance of doubt: 12.8.1 to the extent that the Retained Data are data and other information supplied to one party by the other party, it shall remain subject to the other terms of this Agreement as may be applicable; and 12.8.2 to the extent that the Retained Data are Output or information derived from it, such data may not be used by the Client for any live operational purposes (whether such use was within the scope of the Permitted Purpose or otherwise) after the date of termination or expiry of the applicable licence contained in clause 5.1. 12.9 TransUnion carries out a due diligence process in respect of new clients, which may include checks in respect of credit rating, security and Data Protection Legislation compliance. The Client agrees that TransUnion may, as a result of such process (i) terminate this Agreement (including any licence under clause 5.1) immediately on notice at any time during the 30 day period immediately following the Agreement Signature Date; and (ii) refund to the Client any charges already paid to TransUnion in respect of Services that have not yet been performed. This right of termination shall be without prejudice to TransUnion’s other rights under this Agreement.‌‌ 12.10 TransUnion may terminate provision of any element of the Services (and the corresponding elements of the Output) immediately on notice in the event that TransUnion or its licensor ceases, for any reason, to have the right to make such Services and/or Output available. TransUnion shall not be deemed to be in breach of this Agreement and shall not have any liability to the Client in respect of such termination. In such circumstances, the parties agree to enter into good faith negotiations with a view to agreeing: 12.9.1 12.10.1 a pro rata refund of any charges paid in advance for the terminated Services in respect of any period after the date of termination to the extent that such Services have not yet been performed; and 12.9.2 12.10.2 an appropriate variation to the terms of this Agreement for provision of the unaffected Services. 12.10 12.11 On termination or expiry of this Agreement for any reason, any terms of this Agreement that either expressly or by their nature extend beyond the Agreement’s termination remain in full force and effect. Without limiting the preceding sentence, the provisions of clauses 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and clauses 15 to 23 (inclusive) shall continue after termination or expiry of this Agreement in accordance with their terms.terms.‌‌

Suspension Termination. 12.1 If, in relation to the Services, the Client breaches clause 5.1 or 5.3 of this Agreement or any other applicable licence restrictions under this Agreement, TransUnion may suspend the Services, including suspension of the licence to use any Output. For the avoidance of doubt, any such suspension pursuant to this clause 12.1 shall not affect the Client’s obligations under clause 11. 12.2 Where any charges have not been paid in accordance with clause 11.1, or where fees are payable in advance of performance of the Services and such payment has not been made, TransUnion may suspend the performance of such Services until the relevant payment has been received. 12.3 TransUnion may also suspend the Services, including suspension of the licence to use any Output, in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an emergency service or any other competent regulatory authority or if the security processes set up to protect the Services are breached in any way. 12.4 Either TransUnion or the Client may terminate this Agreement and/or (regardless of this Agreement having already expired or terminated) any continuing licence under clause 5.1.2 immediately on notice if:if:‌ 12.4.1 the other commits any material breach of this Agreement and such breach (where capable of remedy) is not remedied to the non-defaulting party’s reasonable satisfaction within 14 days of notice specifying the breach and requiring its remedy; 12.4.2 in respect of the other, a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation); 12.4.3 in respect of the other, an administration order is made, or a receiver or administrative receiver is appointed over any of its property or assets; or 12.4.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or (being a company or limited liability partnership), is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or (being an individual), is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (being a partnership), has any partner to whom any of the foregoing apply. 12.5 On termination or expiry of this Agreement, TransUnion shall cease provision of the Services. 12.6 On termination or expiry of this Agreement or an applicable licence contained in clause 5.1 (whichever is the later) for whatever reason, the Client shall (subject to clause 12.8): 12.6.1 immediately cease using the Online Services and any Output; 12.6.2 promptly destroy, delete or return to TransUnion any Output, Documentation and any other materials provided by TransUnion relating to the Services (and all copies thereof) which remain in the possession or control of the Client; and 12.6.3 (upon request) provide TransUnion with a certificate of compliance with this clause 12.6 signed by a duly authorised officer. 12.7 Save where this Agreement is terminated by TransUnion pursuant to clause 12.4, the Client shall not be required to comply with clause 12.6 until the expiry or termination of the licence period applicable to the relevant Output. 12.8 Each party acknowledges that they may each have a standard data archiving policy which includes the creation and retention of backup copies of data and other information (“Retained Data”) held on its computer systems for legal, regulatory compliance, IT restoration and disaster recovery purposes only. For the avoidance of doubt, such purposes shall be deemed to include use of the Output to the extent reasonably necessary to enable the Client to proceed with investigations and/or prosecutions or otherwise as may be reasonably necessary to enable the Client to establish, exercise or defend its legal rights. Each party therefore agrees that the Retained Data held by the other party shall not be subject to an obligation to be returned or deleted, whether upon termination or expiry or otherwise. For the avoidance of doubt: 12.8.1 to the extent that the Retained Data are data and other information supplied to one party by the other party, it shall remain subject to the other terms of this Agreement as may be applicable; and 12.8.2 to the extent that the Retained Data are Output or information derived from it, such data may not be used by the Client for any live operational purposes (whether such use was within the scope of the Permitted Purpose or otherwise) after the date of termination or expiry of the applicable licence contained in clause 5.1. 12.9 TransUnion may terminate provision of any element of the Services (and the corresponding elements of the Output) immediately on notice in the event that TransUnion or its licensor ceases, for any reason, to have the right to make such Services and/or Output available. TransUnion shall not be deemed to be in breach of this Agreement and shall not have any liability to the Client in respect of such termination. In such circumstances, the parties agree to enter into good faith negotiations with a view to agreeing: 12.9.1 a pro rata refund of any charges paid in advance for the terminated Services in respect of any period after the date of termination to the extent that such Services have not yet been performed; and 12.9.2 an appropriate variation to the terms of this Agreement for provision of the unaffected Services. 12.10 On termination or expiry of this Agreement for any reason, any terms of this Agreement that either expressly or by their nature extend beyond the Agreement’s termination remain in full force and effect. Without limiting the preceding sentence, the provisions of clauses 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and clauses 15 to 23 (inclusive) shall continue after termination or expiry of this Agreement in accordance with their terms.

Suspension Termination. 12.1 If, in relation to 13.1 If the Services, the Client Reseller breaches clause 5.1 or 5.3 any of this Agreement or any other applicable licence restrictions its obligations under this Agreement, TransUnion may shall be entitled to suspend the Services, TransUnion Services immediately (including suspension of the licence to use any TransUnion’s Software & Systems, Documents and/or the Output). For the avoidance of doubt, any such suspension pursuant to this clause 12.1 13.1 shall not affect the ClientReseller’s obligations under clause 1112. 12.2 Where any charges have not been paid in accordance with clause 11.1, or where fees are payable in advance of performance of the Services and such payment has not been made, TransUnion may suspend the performance of such Services until the relevant payment has been received. 12.3 13.2 TransUnion may also suspend the Services, TransUnion Services (including suspension of the licence to use any TransUnion’s Software & Systems, Documents and/or the Output, ) in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an emergency service or any other competent regulatory authority or authority; if the security processes set up to protect the TransUnion Services are breached in any wayway or if improper use of or unauthorised access to the Reseller Product, the TransUnion Services and/or or the Output has occurred or is suspected. 12.4 13.3 Either TransUnion or the Client Reseller may terminate this Agreement and/or (regardless of this Agreement having already expired or terminated) any continuing licence under clause 5.1.2 5.1 immediately on notice if: 12.4.1 13.3.1 the other commits any material breach of this Agreement and such breach (where capable of remedy) is not remedied to the non-defaulting party’s reasonable satisfaction within 14 days of notice specifying the breach and requiring its remedy; 12.4.2 13.3.2 in respect of the other, a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation); 12.4.3 13.3.3 in respect of the other, an administration order is made, or a receiver or administrative receiver is appointed over any of its property or assets; or 12.4.4 13.3.4 the other party suspends, or threatens to suspend, payment of its debts is dissolved or is unable to pay its debts as they fall due insolvent or admits inability to pay its debts; or (being a company or limited liability partnership), is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or (being an individual), is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (being a partnership), has any partner to whom any of the foregoing apply. 12.5 On termination or expiry of this Agreement, TransUnion shall cease provision of the Services. 12.6 On termination or expiry of this Agreement or an applicable licence contained in clause 5.1 (whichever is the later) for whatever reason, the Client shall (subject to clause 12.8): 12.6.1 immediately cease using the Online Services and any Output; 12.6.2 promptly destroy, delete or return to TransUnion any Output, Documentation and any other materials provided by TransUnion relating to the Services (and all copies thereof) which remain in the possession or control of the Client; and 12.6.3 (upon request) provide TransUnion with a certificate of compliance with this clause 12.6 signed by a duly authorised officer. 12.7 Save where this Agreement is terminated by TransUnion pursuant to clause 12.4, the Client shall not be required to comply with clause 12.6 until the expiry or termination of the licence period applicable to the relevant Output. 12.8 Each party acknowledges that they may each have a standard data archiving policy which includes the creation and retention of backup copies of data and other information (“Retained Data”) held on its computer systems for legal, regulatory compliance, IT restoration and disaster recovery purposes only. For the avoidance of doubt, such purposes shall be deemed to include use of the Output to the extent reasonably necessary to enable the Client to proceed with investigations and/or prosecutions or otherwise as may be reasonably necessary to enable the Client to establish, exercise or defend its legal rights. Each party therefore agrees that the Retained Data held by the other party shall not be subject to an obligation to be returned or deleted, whether upon termination or expiry or otherwise. For the avoidance of doubt: 12.8.1 to the extent that the Retained Data are data and other information supplied to one party by the other party, it shall remain subject to the other terms of this Agreement as may be applicable; and 12.8.2 to the extent that the Retained Data are Output or information derived from it, such data may not be used by the Client for any live operational purposes (whether such use was within the scope of the Permitted Purpose or otherwise) after the date of termination or expiry of the applicable licence contained in clause 5.1. 12.9 13.4 TransUnion may terminate provision of any element of the Services (and the corresponding elements of the Output) immediately on notice in the event that TransUnion or its licensor ceases, for any reason, to have the right to make such Services and/or Output available. TransUnion shall not be deemed to be in breach of this Agreement and shall not have any liability to the Client Reseller in respect of such termination. In such circumstances, the parties agree to enter into good faith negotiations with a view to agreeing: 12.9.1 13.4.1 a pro rata refund of any charges paid in advance for the terminated Services in respect of any period after the date of termination to the extent that such Services have not yet been performed; and 12.9.2 13.4.2 an appropriate variation to the terms of this Agreement for provision of the unaffected Services. 12.10 On termination 13.5 [If TransUnion reasonably believes that use of the TransUnion Services or expiry of this Agreement the Output by the Reseller for any reasonor all of the Permitted Purposes (or use by other third parties of similar services or output for purposes similar to the Permitted Purposes) is likely to result in: 13.5.1.1 TransUnion ceasing to have the right or ability to make such TransUnion Services and/or Output available to the Reseller; or 13.5.1.2 TransUnion’s continued commercial relationship with any one or more data providers who together or alone contribute a significant amount of revenue to TransUnion or 13.5.1.3 the TransUnion Information Group being materially jeopardized, TransUnion shall notify the Reseller and the parties shall enter into good faith discussions to attempt to resolve the issue and, if the parties cannot agree a solution to TransUnion’s reasonable satisfaction within one month of TransUnion’s notice, TransUnion may immediately terminate the relevant Permitted Purpose on notice to the Reseller.] 1[In the event that any terms data contributor to TransUnion’s SHARE closed user group or any Regulator raises any query or concern regarding the use of this Agreement that either expressly or the Output by their nature extend beyond the Agreement’s termination remain in full force and effect. Without limiting the preceding sentenceReseller, the provisions of clauses 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and clauses 15 parties shall enter into good faith negotiations as soon as reasonably practicable in order to 23 (inclusive) shall continue after termination address such query or expiry of this Agreement in accordance with their termsconcern.]

Suspension Termination. 12.1 If, in relation to the Services, If the Client breaches clause 5.1 or 5.3 any of its obligations under this Agreement or any other applicable licence restrictions under this Agreement, TransUnion may shall be entitled to suspend the Services, Services immediately (including suspension of the licence to use any Software or Output). For the avoidance of doubt, any such suspension pursuant to this clause 12.1 shall not affect the Client’s obligations under clause 11. 12.2 Where any charges have not been paid in accordance with clause 11.1, or where fees are payable in advance of performance of the Services and such payment has not been made, TransUnion may suspend the performance of such Services until the relevant payment has been received. 12.3 TransUnion may also suspend the Services, Services (including suspension of the licence to use any Software or Output, ) in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an emergency service or any other competent regulatory authority or if the security processes set up to protect the Services are breached in any way, in which case TransUnion shall not be deemed to be in breach of this Agreement by reason of such suspension. 12.4 12.3 Either TransUnion or the Client may terminate this Agreement and/or (regardless of this Agreement having already expired or terminated) any continuing licence under clause 5.1.2 immediately on notice if: 12.4.1 12.3.1 the other commits any material breach of this Agreement and such breach (where capable of remedy) is not remedied to the non-defaulting party’s reasonable satisfaction within 14 days of notice specifying the breach and requiring its remedy; 12.4.2 12.3.2 in respect of the other, a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation); 12.4.3 12.3.3 in respect of the other, an administration order is made, or a receiver or administrative receiver is appointed over any of its property or assets; or 12.4.4 12.3.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or (being a company or limited liability partnership), is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or (being an individual), is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (being a partnership), has any partner to whom any of the foregoing apply. 12.5 12.4 On termination or expiry of this Agreement, TransUnion shall cease provision of the Services. 12.6 12.5 On termination or expiry of this Agreement or an applicable licence contained in clause 5.1 (whichever is the later) for whatever reason, the Client shall (subject to clause 12.812.6): 12.6.1 12.5.1 immediately cease using the Online Services Services, any Software and any Output; 12.6.2 promptly destroy, 12.5.2 delete all flags and other data and information appended to or forming part of any of the Client’s databases which are derived from the Output; 12.5.3 return to TransUnion any Output, all assets which TransUnion has provided for the purposes of this Agreement including the Software and the Documentation and any other materials provided by TransUnion relating to the Services (and all copies thereof) which remain in the possession or control of the Client); and 12.6.3 12.5.4 (upon request) provide TransUnion with a certificate of compliance with this clause 12.6 12.5 signed by a duly authorised officer. 12.7 Save where this Agreement is terminated by TransUnion pursuant to clause 12.4, the Client shall not be required to comply with clause 12.6 until the expiry or termination of the licence period applicable to the relevant Output. 12.8 Each party acknowledges that they may each have a standard data archiving policy which includes the creation and retention of backup copies of data and other information (“Retained Data”) held on its computer systems for legal, regulatory compliance, IT restoration and disaster recovery purposes only. For the avoidance of doubt, such purposes shall be deemed to include use of the Output to the extent reasonably necessary to enable the Client to proceed with investigations and/or prosecutions or otherwise as may be reasonably necessary to enable the Client to establish, exercise or defend its legal rights. Each party therefore agrees that the Retained Data held by the other party shall not be subject to an obligation to be returned or deleted, whether upon termination or expiry or otherwise. For the avoidance of doubt: 12.8.1 12.6.1 to the extent that the Retained Data are data and other information supplied to one party by the other party, it shall remain subject to the other terms of this Agreement as may be applicable; and 12.8.2 12.6.2 to the extent that the Retained Data are Output or information derived from it, such data may not be used by the Client for any live operational purposes (whether such use was within the scope of the Permitted Purpose or otherwise) after the date of termination or expiry of the applicable licence contained in clause 5.1. 12.9 12.7 TransUnion carries out a due diligence process in respect of new clients, which may include checks in respect of credit rating, security and Data Protection Legislation compliance. The Client agrees that TransUnion may, as a result of such process (i) terminate this Agreement (including any licence under clause 5.1) immediately on notice at any time during the 30 day period immediately following the Agreement Signature Date; and (ii) refund to the Client any charges already paid to TransUnion in respect of Services that have not yet been performed. This right of termination shall be without prejudice to TransUnion’s other rights under this Agreement. 12.8 TransUnion may terminate provision of any element of the Services (and the corresponding elements of the Output) immediately on notice in the event that TransUnion or its licensor ceases, for any reason, to have the right to make such Services and/or Output available. TransUnion shall not be deemed to be in breach of this Agreement and shall not have any liability to the Client in respect of such termination. In such circumstances, the parties agree to enter into good faith negotiations with a view to agreeing: 12.9.1 12.8.1 a pro rata refund of any charges paid in advance for the terminated Services in respect of any period after the date of termination to the extent that such Services have not yet been performed; and 12.9.2 12.8.2 an appropriate variation to the terms of this Agreement for provision of the unaffected Services. 12.9 If TransUnion reasonably believes that use of the Services or the Output by the Client for any or all of the Permitted Purposes (or use by other third parties of similar services or output for purposes similar to the Permitted Purposes) is likely to result in: 12.9.1 TransUnion ceasing to have the right or ability to make such Services and/or Output available to the Client; or 12.9.2 TransUnion’s continued commercial relationship with any one or more data providers who together or alone contribute a significant amount of revenue to TransUnion or the TransUnion Information Group being materially jeopardized, TransUnion shall notify the Client and the parties shall enter into good faith discussions to attempt to resolve the issue and, if the parties cannot agree a solution to TransUnion’s reasonable satisfaction within one month of TransUnion’s notice, TransUnion may immediately terminate the relevant Permitted Purpose on notice to the Client 12.10 On termination or expiry of this Agreement for any reason, any terms of this Agreement that either expressly or by their nature extend beyond the Agreement’s termination remain in full force and effect. Without limiting the preceding sentence, the provisions of clauses 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and clauses 15 to 23 (inclusive) shall continue after termination or expiry of this Agreement in accordance with their terms.

Suspension Termination. 12.1 If, in relation to the Services, If the Client breaches clause 5.1 or 5.3 any of this Agreement or any other applicable licence restrictions its obligations under this Agreement, TransUnion may shall be entitled to suspend the Services, Services immediately (including suspension of the licence to use any Software or Output). For the avoidance of doubt, any such suspension pursuant to this clause 12.1 shall not affect the Client’s obligations under clause 11. 12.2 Where any charges have not been paid in accordance with clause 11.1, or where fees are payable in advance of performance of the Services and such payment has not been made, TransUnion may suspend the performance of such Services until the relevant payment has been received. 12.3 TransUnion may also suspend the Services, Services (including suspension of the licence to use any Software or Output, ) in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an emergency service or any other competent regulatory authority or if the security processes set up to protect the Services are breached in any way, in which case TransUnion shall not be deemed to be in breach of this Agreement by reason of such suspension. 12.4 12.3 Either TransUnion or the Client may terminate this Agreement and/or (regardless of this Agreement having already expired or terminated) any continuing licence under clause 5.1.2 immediately on notice if: 12.4.1 12.3.1 the other commits any material breach of this Agreement and such breach (where capable of remedy) is not remedied to the non-defaulting party’s reasonable satisfaction within 14 days of notice specifying the breach and requiring its remedy; 12.4.2 12.3.2 in respect of the other, a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation); 12.4.3 12.3.3 in respect of the other, an administration order is made, or a receiver or administrative receiver is appointed over any of its property or assets; or 12.4.4 12.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or (being a company or limited liability partnership), is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or (being an individual), is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (being a partnership), has any partner to whom any of the foregoing apply. 12.5 On termination or expiry of this Agreement, TransUnion shall cease provision of the Services. 12.6 On termination or expiry of this Agreement or an applicable licence contained in clause 5.1 (whichever is the later) for whatever reason, the Client shall (subject to clause 12.812.7): 12.6.1 immediately cease using the Online Services Services, any Software and any Output; 12.6.2 promptly destroy, delete all flags and other data and information appended to or forming part of any of the Client’s databases which are derived from the Output; 12.6.3 return to TransUnion any Output, all assets which TransUnion has provided for the purposes of this Agreement including the Software and the Documentation and any other materials provided by TransUnion relating to the Services (and all copies thereof) which remain in the possession or control of the Client); and 12.6.3 12.6.4 (upon request) provide TransUnion with a certificate of compliance with this clause 12.6 signed by a duly authorised officer. 12.7 Save where this Agreement is terminated by TransUnion pursuant to clause 12.4, the Client shall not be required to comply with clause 12.6 until the expiry or termination of the licence period applicable to the relevant Output. 12.8 Each party acknowledges that they may each have a standard data archiving policy which includes the creation and retention of backup copies of data and other information (“Retained Data”) held on its computer systems for legal, regulatory compliance, IT restoration and disaster recovery purposes only. For the avoidance of doubt, such purposes shall be deemed to include use of the Output to the extent reasonably necessary to enable the Client to proceed with investigations and/or prosecutions or otherwise as may be reasonably necessary to enable the Client to establish, exercise or defend its legal rights. Each party therefore agrees that the Retained Data held by the other party shall not be subject to an obligation to be returned or deleted, whether upon termination or expiry or otherwise. For the avoidance of doubt: 12.8.1 12.7.1 to the extent that the Retained Data are data and other information supplied to one party by the other party, it shall remain subject to the other terms of this Agreement as may be applicable; and 12.8.2 12.7.2 to the extent that the Retained Data are Output or information derived from it, such data may not be used by the Client for any live operational purposes (whether such use was within the scope of the Permitted Purpose or otherwise) after the date of termination or expiry of the applicable licence contained in clause 5.1. 12.8 TransUnion carries out a due diligence process in respect of new clients, which may include checks in respect of credit rating, security and Data Protection Legislation compliance. The Client agrees that TransUnion may, as a result of such process (i) terminate this Agreement (including any licence under clause 5.1) immediately on notice at any time during the 30 day period immediately following the Agreement Signature Date; and (ii) refund to the Client any charges already paid to TransUnion in respect of Services that have not yet been performed. This right of termination shall be without prejudice to TransUnion’s other rights under this Agreement. 12.9 TransUnion may terminate provision of any element of the Services (and the corresponding elements of the Output) immediately on notice in the event that TransUnion or its licensor ceases, for any reason, to have the right to make such Services and/or Output available. TransUnion shall not be deemed to be in breach of this Agreement and shall not have any liability to the Client in respect of such termination. In such circumstances, the parties agree to enter into good faith negotiations with a view to agreeing: 12.9.1 a pro rata refund of any charges paid in advance for the terminated Services in respect of any period after the date of termination to the extent that such Services have not yet been performed; and 12.9.2 an appropriate variation to the terms of this Agreement for provision of the unaffected Services. 12.10 On termination or expiry of this Agreement for any reason, any terms of this Agreement that either expressly or by their nature extend beyond the Agreement’s termination remain in full force and effect. Without limiting the preceding sentence, the provisions of clauses 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and clauses 15 to 23 (inclusive) shall continue after termination or expiry of this Agreement in accordance with their terms. 13.1 TransUnion agrees that, subject to TransUnion being given reasonable prior written notice, it shall permit the Client and its authorised independent auditors to have reasonable access during TransUnion’s normal business hours to TransUnion’s relevant premises and relevant operations for the sole purpose of ensuring that TransUnion is complying with this Agreement. 13.2 The Client agrees that, subject to the Client being given reasonable prior written notice, it shall permit and procure TransUnion and its authorised independent auditors to have reasonable access during the Client’s normal business hours to the Client’s relevant premises and relevant operations (and those of any Authorised Data Processors and Authorised Group Companies) (each as are relevant in the circumstances) for the sole purpose of ensuring that the Client is (and any Authorised Data Processors and any Authorised Group Companies are) complying with this Agreement. 13.3 In the event of either party exercising its rights under clauses 13.1 or 13.2 (as appropriate) the visiting party shall at all times comply with the host’s reasonable safety and security rules and regulations in place from time to time. Each party agrees to reimburse the other for all damage, losses, costs, claims, demands and expenses suffered by the other that are directly attributable to the acts or omissions of the visiting party (or its authorised representatives) in exercising its rights of access under this clause 13.

Suspension Termination. 12.1 If, in relation to the Services, If the Client breaches clause 5.1 or 5.3 any of its obligations under this Agreement or any other applicable licence restrictions under this Agreement, TransUnion may shall be entitled to suspend the Services, Services immediately (including suspension of the licence to use any Software & Systems or Output). For the avoidance of doubt, any such suspension pursuant to this clause 12.1 shall not affect the Client’s obligations under clause 11. 12.2 Where any charges have not been paid in accordance with clause 11.1, or where fees are payable in advance of performance of the Services and such payment has not been made, TransUnion may suspend the performance of such Services until the relevant payment has been received. 12.3 TransUnion may also suspend the Services, Services (including suspension of the licence to use any Software & Systems or Output, ) in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an emergency service or any other competent regulatory authority or if the security processes set up to protect the Services are breached in any way, in which case TransUnion shall not be deemed to be in breach of this Agreement by reason of such suspension. 12.4 12.3 Either TransUnion or the Client may terminate this Agreement and/or (regardless of this Agreement having already expired or terminated) any continuing licence under clause 5.1.2 immediately on notice if: 12.4.1 12.3.1 the other commits any material breach of this Agreement and such breach (where capable of remedy) is not remedied to the non-defaulting party’s reasonable satisfaction within 14 days of notice specifying the breach and requiring its remedy; 12.4.2 12.3.2 in respect of the other, a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation); 12.4.3 12.3.3 in respect of the other, an administration order is made, or a receiver or administrative receiver is appointed over any of its property or assets; or 12.4.4 12.3.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or (being a company or limited liability partnership), is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or (being an individual), is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (being a partnership), has any partner to whom any of the foregoing apply. 12.5 12.4 On termination or expiry of this Agreement, TransUnion shall cease provision of the Services. 12.6 12.5 On termination or expiry of this Agreement or an applicable licence contained in clause 5.1 (whichever is the later) for whatever reason, the Client shall (subject to clause 12.812.6): 12.6.1 12.5.1 immediately cease using the Online Services Services, any Software & Systems and any Output; 12.6.2 promptly destroy, 12.5.2 delete all flags and other data and information appended to or forming part of any of the Client’s databases which are derived from the Output; 12.5.3 return to TransUnion any Output, all assets which TransUnion has provided for the purposes of this Agreement including the Software & Systems and the Documentation and any other materials provided by TransUnion relating to the Services (and all copies thereof) which remain in the possession or control of the Client); and 12.6.3 12.5.4 (upon request) provide TransUnion with a certificate of compliance with this clause 12.6 12.5 signed by a duly authorised officer. 12.7 Save where this Agreement is terminated by TransUnion pursuant to clause 12.4, the Client shall not be required to comply with clause 12.6 until the expiry or termination of the licence period applicable to the relevant Output. 12.8 Each party acknowledges that they may each have a standard data archiving policy which includes the creation and retention of backup copies of data and other information (“Retained Data”) held on its computer systems for legal, regulatory compliance, IT restoration and disaster recovery purposes only. For the avoidance of doubt, such purposes shall be deemed to include use of the Output to the extent reasonably necessary to enable the Client to proceed with investigations and/or prosecutions or otherwise as may be reasonably necessary to enable the Client to establish, exercise or defend its legal rights. Each party therefore agrees that the Retained Data held by the other party shall not be subject to an obligation to be returned or deleted, whether upon termination or expiry or otherwise. For the avoidance of doubt: 12.8.1 12.6.1 to the extent that the Retained Data are data and other information supplied to one party by the other party, it shall remain subject to the other terms of this Agreement as may be applicable; and 12.8.2 12.6.2 to the extent that the Retained Data are Output or information derived from it, such data may not be used by the Client for any live operational purposes (whether such use was within the scope of the Permitted Purpose or otherwise) after the date of termination or expiry of the applicable licence contained in clause 5.1. 12.9 12.7 TransUnion carries out a due diligence process in respect of new clients, which may include checks in respect of credit rating, security and Data Protection Legislation compliance. The Client agrees that TransUnion may, as a result of such process (i) terminate this Agreement (including any licence under clause 5.1) immediately on notice at any time during the 30 day period immediately following the Agreement Signature Date; and (ii) refund to the Client any charges already paid to TransUnion in respect of Services that have not yet been performed. This right of termination shall be without prejudice to TransUnion’s other rights under this Agreement. 12.8 TransUnion may terminate provision of any element of the Services (and the corresponding elements of the Output) immediately on notice in the event that TransUnion or its licensor ceases, for any reason, to have the right to make such Services and/or Output available. TransUnion shall not be deemed to be in breach of this Agreement and shall not have any liability to the Client in respect of such termination. In such circumstances, the parties agree to enter into good faith negotiations with a view to agreeing: 12.9.1 12.8.1 a pro rata refund of any charges paid in advance for the terminated Services in respect of any period after the date of termination to the extent that such Services have not yet been performed; and 12.9.2 12.8.2 an appropriate variation to the terms of this Agreement for provision of the unaffected Services. 12.9 If TransUnion reasonably believes that use of the Services or the Output by the Client for any or all of the Permitted Purposes (or use by other third parties of similar services or output for purposes similar to the Permitted Purposes) is likely to result in: 12.9.1 TransUnion ceasing to have the right or ability to make such Services and/or Output available to the Client; or 12.9.2 TransUnion’s continued commercial relationship with any one or more data providers who together or alone contribute a significant amount of revenue to TransUnion or the TransUnion Information Group being materially jeopardized, TransUnion shall notify the Client and the parties shall enter into good faith discussions to attempt to resolve the issue and, if the parties cannot agree a solution to TransUnion’s reasonable satisfaction within one month of TransUnion’s notice, TransUnion may immediately terminate the relevant Permitted Purpose on notice to the Client 12.10 On termination or expiry of this Agreement for any reason, any terms of this Agreement that either expressly or by their nature extend beyond the Agreement’s termination remain in full force and effect. Without limiting the preceding sentence, the provisions of clauses 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and clauses 15 to 23 (inclusive) shall continue after termination or expiry of this Agreement in accordance with their terms.