Term Termination and Suspension. 3.1 This agreement begins when we accept your request for an information service and ends when the parties have fulfilled their obligations under it, if not terminated earlier in accordance with clause 3.3. Each SOW will normally provide for the duration of your obligation to purchase and our obligation to provide a relevant information service to be stated or otherwise specified by a Work Order, Fee Schedule or other document. 3.2 Where a duration is not identified and any of the information services can continue or repeat indefinitely, then either party may end those obligations on 30 days’ notice to the other, unless the SOW states to the contrary. Where the information service is provided under a period subscription, that subscription automatically renews annually each year for another year (or for that longer or shorter period as expressly agreed, as the case may be), unless and until either of us terminates it at any time on 30 days’ written notice to the other. 3.3 In addition to our rights of suspension, cessation and termination under clause 2, we may withhold, suspend or terminate any of our information services to you immediately: (a) if you do not pay our fees and charges for any information service when due, or breach clause 4; (b) if we reasonably believe you are not complying with any of your other obligations under this agreement or any other agreement you have with an Affiliate of ours, and this non-compliance is not capable of remedy or, if it is capable of remedy, it is not rectified within 14 days after we have notified you of the non-compliance; or (c) if we reasonably believe that you are not complying with your legal obligations in respect of the information that we supply you. 3.4 If you are a Small Business, you may terminate this agreement without penalty immediately by notice to us if we vary: (a) a SOW as provided by clause 1.7; or (b) our fees and charges (other than by an amount equal to the increase in any tax, fee, levy, government charge or regulatory or legislative cost or statutory fee, or a third party’s data supplier fee comprised in the price for the relevant information service) as provided by clause 7.5, and you do not wish to accept that variation. 3.5 If this agreement is terminated or expires, that will not affect: (a) the rights of the parties which may have accrued before the termination or expiry date; or (b) the terms of this agreement or any SOW which by their nature survive termination or expiry, which includes clauses 3, 4.3, 4.5, 4.11, 8, 9, 10 and 11.
Appears in 1 contract
Samples: Terms of Supply
Term Termination and Suspension. 3.1 20.1 This agreement begins when we commences on the date you accept your request for an information service our letter of offer and ends when the parties have fulfilled their obligations under it, if not terminated earlier in accordance with clause 3.3. Each SOW will normally provide for the duration of your obligation to purchase and our obligation to provide a relevant information service to be stated or otherwise specified by a Work Order, Fee Schedule or other documentcontinues until terminated.
3.2 Where a duration is not identified and any of the information services can continue or repeat indefinitely, then either 20.2 Either party may end those obligations on 30 days’ notice to the other, unless the SOW states to the contrary. Where the information service is provided under a period subscription, that subscription automatically renews annually each year terminate this agreement for another year (or for that longer or shorter period as expressly agreed, as the case may be), unless and until either of us terminates it convenience at any time on 30 time, upon 60 days’ written notice to the otherother party.
3.3 In addition to our rights of suspension, cessation and termination under clause 2, we may withhold, suspend or terminate any of our information services to you immediately20.3 You must stop accepting a nominated card immediately if:
(a) if we give you do not pay our fees and charges for any information service when due, or breach clause 4;
(b) if we reasonably believe you are not complying with any of your other obligations under this agreement or any other agreement you have with an Affiliate of ours, and this non-compliance is not capable of remedy or, if it is capable of remedy, it is not rectified within 14 days after we have notified you of the non-compliance; or
(c) if we reasonably believe that you are not complying with your legal obligations in respect of the information that we supply you.
3.4 If you are a Small Business, you may terminate this agreement without penalty immediately by notice to us if we vary:
(a) a SOW as provided by clause 1.7do so; or
(b) our fees and charges (other than by an amount equal to the increase in any tax, fee, levy, government charge or regulatory or legislative cost or statutory fee, or a third party’s data supplier fee comprised in the price for the relevant information service) as provided by clause 7.5, and you do not wish to accept that variationthis agreement terminates.
3.5 If 20.4 We may suspend or terminate or suspend then terminate this agreement is terminated in whole or expires, that will not affectpart at any time upon notice to you if:
(a) the rights you commit a material breach of the parties this agreement which may have accrued before the termination or expiry dateis incapable of being cured; or
(b) you commit a material breach which is capable of remedy, but you fail to remedy the terms breach within 7 days of notice from requiring you to do so;
(c) you are engaged in activity which exposes us or has exposed us to potential fines or penalties imposed under relevant law; or
(d) you have in our reasonable opinion engaged in or are engaging in dishonest activity in connection with the merchant services; or
(e) we suspect that your equipment or facility is being targeted by persons engaged in fraudulent or dishonest activity whether with or without your knowledge; or
(f) your merchant services are the subject of a direction made under relevant law that your merchant services be suspended or terminated; or
(g) you have experienced a material adverse change in financial circumstances; or
(h) we have material concerns about your solvency or if you become bankrupt or insolvent or are subject to any form of insolvency administration or a resolution is passed or an order is made for winding up; or
(i) you have a significant adverse credit event recorded against you; or
(j) you or any service provider that you use in connection with your merchant services has suffered a data breach; or
(k) you are in breach of any other agreement that you have with us and (if applicable) have not remedied the breach within any grace period allowed; or
(l) you do not process any transactions for a continuous period of 6 months and you do not advise us that you still require the merchant services; or
(m) for any other reason, in our reasonable opinion continuing to provide you with the merchant services would put us at risk. The notice does not have to state a reason. The period of notice given will be determined by the risk that continuing to provide merchant services to you presents to us (and termination may be made effective immediately) but will, in any event, be no longer than 28 days. If we are unsuccessful in contacting you, we can still choose to terminate the facility, however, we will give you subsequent written confirmation that the facility has been terminated.
20.5 Where required by card schemes, you authorise us to disclose to any card scheme advice of termination of the merchant agreement and the reasons for the termination. You acknowledge that the information concerning termination of the merchant agreement then becomes available to any member of the card schemes. This information may be used in assessing subsequent applications for merchant facilities.
20.6 The ending (including by expiration of the term of this agreement or by termination by us) or suspension of this agreement or any SOW part of it, does not affect any of your or our rights and obligations which arose before it ended or was suspended. This includes our right to chargeback transactions and our right to recover accrued fees, charges and costs.
20.7 When this agreement ends for any reason you must:
(a) not process any further transactions;
(b) pay any outstanding fees, charges or costs due to us under this agreement;
(c) continue to reimburse us for any fees, charges costs or chargebacks or other losses we incur;
(d) maintain an account for 160 days so that we can continue to charge fees and process chargebacks to your account;
(e) return to us within 14 days all equipment supplied by their nature survive us and any other material that we supplied and specify requires returning; and
(f) continue to pay rental fees (if applicable) for any equipment supplied by us until you return that equipment to us.
20.8 If a part of this agreement that requires us to supply equipment is ended by you, then you must pay us:
(a) any fees, charges and costs we have prepaid for services in connection with the equipment; and
(b) an amount to pay our costs of installation as determined by us if the part ends within 3 years of the equipment being installed.
20.9 You agree that we may disclose to any person the fact that all or part of this agreement or the merchant services has been terminated. You authorise us to disclose information concerning the termination or expiry, which includes clauses 3, 4.3, 4.5, 4.11, 8, 9, 10 to any credit provider for the purpose of notifying that credit provider of that termination and 11the reason for it occurring. Termination and subsequent listing of the termination may affect your ability to obtain merchant facilities with another acquirer.
20.10 This clause 20 survives termination of this agreement.
Appears in 1 contract
Samples: Merchant Agreement
Term Termination and Suspension. 3.1 This A. These Terms of Service shall become effective as your contractual agreement begins when we accept upon your request for an information service and ends when the parties have fulfilled their obligations under it, if not terminated earlier in accordance with clause 3.3. Each SOW will normally provide for the duration of your obligation to purchase and our obligation to provide a relevant information service to be stated or otherwise specified by a Work Order, Fee Schedule or other document.
3.2 Where a duration is not identified and any use of the information services can continue or repeat indefinitely, then either party may end those obligations on 30 days’ notice to the other, unless the SOW states to the contrary. Where the information service is provided under a period subscription, that subscription automatically renews annually each year for another year (or for that longer or shorter period as expressly agreed, as the case may be), unless and until either of us terminates it at any time on 30 days’ written notice to the other.
3.3 In addition to our rights of suspension, cessation and termination under clause 2, we may withhold, suspend or terminate any of our information services to you immediately:
(a) if you do not pay our fees and charges for any information service when due, or breach clause 4;
(b) if we reasonably believe you are not complying with any of your other obligations under this agreement or any other agreement you have with an Affiliate of oursApplication, and this non-compliance shall continue until your Account is not capable of remedy or, if it is capable of remedy, it is not rectified within 14 days after we have notified terminated by you of the non-compliance; or
(c) if we reasonably believe that you are not complying with your legal obligations in respect of the information that we supply you.
3.4 If you are a Small Business, you may terminate this agreement without penalty immediately by notice to us if we vary:
(a) a SOW or TML as provided by clause 1.7; or
(b) our fees and charges (other than by an amount equal to the increase in any tax, fee, levy, government charge or regulatory or legislative cost or statutory fee, or a third party’s data supplier fee comprised in the price for the relevant information service) as provided by clause 7.5, and you do not wish to accept that variation.
3.5 If this agreement is terminated or expires, that will not affect:
(a) the rights of the parties which may have accrued before the termination or expiry date; or
(b) under the terms of this section.
B. Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically terminated and (1) TML shall continue to perform those services necessary to complete any open transaction between you and another Registered User; and (2) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to TML for any service and to any Teacher for any services.
C. Any termination of an Account will automatically lead to the termination of all related profiles.
D. Without limiting our other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Music Lesson, and refuse to provide any SOW or all services to you if:
(1) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Application; (2) we are unable to verify or authenticate any information you provide to us; or (3) we believe in our sole discretion that your actions may cause legal liability for you, our Registered Users or for TML or are contrary to the interests of the Application. Once indefinitely suspended or terminated, you must not continue to use the Application under the same Account, a different Account, or register under a new Account.
E. In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
F. Without limiting our other remedies, to the extent you engage in actions or activities which by their nature survive termination circumvent the Services or expiryotherwise reduce fees owed TML under these Terms of Service, which includes clauses 3you must pay TML for all fees owed to TML and reimburse TML for all losses and costs and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
G. When your Account is terminated for any reason, 4.3you may no longer have access to data, 4.5messages, 4.11, 8, 9, 10 files and 11other material you keep on the Application. The material may be deleted along with all your previous posts and proposals.
Appears in 1 contract
Samples: Terms of Service
Term Termination and Suspension. 3.1 This agreement begins when we accept your request for an information service and ends when the parties have fulfilled their obligations under it, if not terminated earlier in accordance with clause 3.3. Each SOW will normally provide for the duration of your obligation to purchase and our obligation to provide 17.1 You must stop accepting a relevant information service to be stated or otherwise specified by a Work Order, Fee Schedule or other document.
3.2 Where a duration is not identified and any of the information services can continue or repeat indefinitely, then either party may end those obligations on 30 days’ notice to the other, unless the SOW states to the contrary. Where the information service is provided under a period subscription, that subscription automatically renews annually each year for another year (or for that longer or shorter period as expressly agreed, as the case may be), unless and until either of us terminates it at any time on 30 days’ written notice to the other.
3.3 In addition to our rights of suspension, cessation and termination under clause 2, we may withhold, suspend or terminate any of our information services to you immediatelynominated card immediately if:
(a) if We or BNZ give you do not pay our fees and charges for any information service when due, or breach clause 4;
(b) if we reasonably believe you are not complying with any of your other obligations under this agreement or any other agreement you have with an Affiliate of ours, and this non-compliance is not capable of remedy or, if it is capable of remedy, it is not rectified within 14 days after we have notified you of the non-compliance; or
(c) if we reasonably believe that you are not complying with your legal obligations in respect of the information that we supply you.
3.4 If you are a Small Business, you may terminate this agreement without penalty immediately by notice to us if we vary:
(a) a SOW as provided by clause 1.7do so; or
(b) our fees and charges (other than by an amount equal to the increase in any tax, fee, levy, government charge this agreement terminates.
17.2 We or regulatory BNZ may terminate this agreement or legislative cost or statutory feesuspend your rights under this agreement, or any part of it, at any time by giving you notice in writing. The notice does not have to state a third party’s data supplier fee comprised in the price for the relevant information service) as provided by clause 7.5, and you do not wish to accept that variationreason.
3.5 If this 17.3 The ending (including by expiration of the term of the agreement, or by termination by you or us) or suspension of the agreement is terminated or expiresany part of it does not affect any of your, our or BNZ’s rights and obligations which arose before it ended or was suspended including, without limitation, in relation to our right to chargeback transactions and our or BNZ’s right to recover accrued fees, charges, penalties, fines and costs.
17.4 When any part of the agreement ends, or otherwise at our request, you must return to us and BNZ all stationery, equipment, guides and other material we or BNZ supplied in connection with a merchant service covered by that will not affectpart including, without limitation:
(a) the rights of the parties any promotional material with which may we have accrued before the termination or expiry date; orsupplied you;
(b) the terms any material containing a card scheme logo or xxxx; and
(c) any materials provided by us or BNZ, and you must remove any card scheme logo or any materials we or BNZ have provided you with from any of your business premises or websites and if any materials are held electronically by you, your personnel or on your behalf, you all must cease to use this material immediately, and, if we request, delete that material as soon as reasonably practicable
17.5 When any part of this agreement ends you must immediately pay us any outstanding fees, charges and costs due under this agreement.
17.6 Until you have certified in writing to us and BNZ that materials referred to in 17.4 have been returned to us as required by 17.4, you must continue to pay any fees, charges and costs due to us in relation to that material as if the agreement had not terminated.
17.7 This agreement will terminate automatically and immediately if our registration as a merchant acquiring agent or independent sales organisation with any SOW which by their nature survive card scheme is cancelled or if our agreement with BNZ for the provision of merchant services is terminated for any reason.
17.8 You acknowledge that we will disclose termination or expiryof this agreement for any reason to BNZ and you authorise BNZ to disclose to any card scheme advice of termination of this agreement and the reasons for the termination. You acknowledge that the information concerning termination of this agreement becomes available to any member of the card schemes. This information, which includes clauses 3available to any member of the card schemes, 4.3, 4.5, 4.11, 8, 9, 10 and 11may be used in assessing subsequent applications for merchant facilities.
17.9 This clause 17 survives termination of this agreement.
Appears in 1 contract
Samples: Merchant Agreement
Term Termination and Suspension. 3.1 This A. These Terms of Service shall become effective as your contractual agreement begins when we accept upon your request for an information service and ends when the parties have fulfilled their obligations under it, if not terminated earlier in accordance with clause 3.3. Each SOW will normally provide for the duration of your obligation to purchase and our obligation to provide a relevant information service to be stated or otherwise specified by a Work Order, Fee Schedule or other document.
3.2 Where a duration is not identified and any use of the information services can continue or repeat indefinitely, then either party may end those obligations on 30 days’ notice to the other, unless the SOW states to the contrary. Where the information service is provided under a period subscription, that subscription automatically renews annually each year for another year (or for that longer or shorter period as expressly agreed, as the case may be), unless and until either of us terminates it at any time on 30 days’ written notice to the other.
3.3 In addition to our rights of suspension, cessation and termination under clause 2, we may withhold, suspend or terminate any of our information services to you immediately:
(a) if you do not pay our fees and charges for any information service when due, or breach clause 4;
(b) if we reasonably believe you are not complying with any of your other obligations under this agreement or any other agreement you have with an Affiliate of oursApplication, and this non-compliance shall continue until your Account is not capable of remedy or, if it is capable of remedy, it is not rectified within 14 days after we have notified terminated by you of the non-compliance; or
(c) if we reasonably believe that you are not complying with your legal obligations in respect of the information that we supply you.
3.4 If you are a Small Business, you may terminate this agreement without penalty immediately by notice to us if we vary:
(a) a SOW or TML as provided by clause 1.7; or
(b) our fees and charges (other than by an amount equal to the increase in any tax, fee, levy, government charge or regulatory or legislative cost or statutory fee, or a third party’s data supplier fee comprised in the price for the relevant information service) as provided by clause 7.5, and you do not wish to accept that variation.
3.5 If this agreement is terminated or expires, that will not affect:
(a) the rights of the parties which may have accrued before the termination or expiry date; or
(b) under the terms of this section.
B. Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically terminated and (1) TML shall continue to perform those services necessary to complete any open transaction between you and another Registered User; and (2) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to TML for any service and to any Teacher for any services.
C. Any termination of an Account will automatically lead to the termination of all related profiles.
D. Without limiting our other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Music Lesson, and refuse to provide any SOW or all services to you if:
(1) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Application; (2) we are unable to verify or authenticate any information you provide to us; or (3) we believe in our sole discretion that your actions may cause legal liability for you, our Registered Users or for TML or are contrary to the interests of the Application. Once indefinitely suspended or terminated, you must not continue to use the Application under the same Account, a different Account, or register under a new Account.
E. In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
F. Without limiting our other remedies, to the extent you engage in actions or activities which by their nature survive termination circumvent the Services or expiryotherwise reduce fees owed TML under these Terms of Service, which includes clauses 3you must pay TML for all fees owed to TML and reimburse TML for all losses and costs and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
G. When your Account is terminated for any reason, 4.3you may no longer have access to data, 4.5messages, 4.11, 8, 9, 10 files and 11other material you keep on the Application. The material may be deleted along with all your previous posts and proposals.
Appears in 1 contract
Samples: Terms of Service
Term Termination and Suspension. 3.1 This agreement begins when we 2.1 The term ("Term") of this Agreement will commence once You accept your request for an information service and ends when the parties have fulfilled their obligations under it, if not this Agreement as provided above. The Agreement will remain in effect until terminated earlier by You or Twilio in accordance with clause 3.3this Section 2.
2.2 You may terminate this Agreement for any reason or no reason at all, at Your convenience, by closing Your account for any Service for which we provide an account closing mechanism.
2.3 We may suspend Your right and license to use any or all Services or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), for any reason or for no reason, at our discretion at any time by providing You thirty (30) days' advance notice in accordance with the notice provisions set forth in Section 10 below. Each SOW will normally provide for the duration of your obligation to purchase and our obligation If Twilio determines that providing advance notice would negatively impact Twilio's ability to provide a relevant information service Services, Twilio may suspend Your right and license to be stated use any or otherwise specified by a Work Orderall Services or terminate this Agreement in its entirety (and, Fee Schedule or other documentaccordingly, cease providing all Services to You), with no notice.
3.2 Where a duration 2.4 We may suspend Your right and license to use the Service or terminate this Agreement in its entirety (and, accordingly, Your right to use the Service), for cause effective as set forth below:
2.4.1 Immediately upon our notice to You in accordance with the notice provisions set forth in Section 10 below if (i) You violate any provision of the Acceptable Use Policy or we have reason to believe that You have violated the Acceptable Use Policy, (ii) there is not identified and an unusual spike or increase in Your use of the Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Service; (iii) we determine, in our sole discretion, that our provision of any of the information services can Services to You is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (iv) subject to applicable law, upon Your liquidation, commencement of dissolution proceedings, disposal of Your assets, failure to continue Your business, assignment for the benefit of creditors, or repeat indefinitely, then either party may end those obligations on 30 days’ if You become the subject of a voluntary or involuntary bankruptcy or similar proceeding.
2.4.2 Immediately and without notice if You are in default of any payment obligation with respect to any of the Services or if any payment mechanism You have provided to us is invalid or charges are refused for such payment mechanism.
2.4.3 Five (5) days following our provision of notice to You in accordance with the other, unless the SOW states to the contrary. Where the information service is provided under a period subscription, that subscription automatically renews annually each year for another year (or for that longer or shorter period as expressly agreednotice provisions set forth in Section 10 below if You breach any other provision of this Agreement and fail, as the case may be)determined by us, unless and until either of us terminates it at any time on 30 days’ written notice in our sole discretion, to the othercure such breach within such 5-day period.
3.3 In addition to our rights of suspension, cessation and termination under clause 2, we may withhold, suspend or terminate any of our information services to you immediately:
(a) if you do not pay our fees and charges for any information service when due, or breach clause 4;
(b) if we reasonably believe you are not complying with any of your other obligations under this agreement or any other agreement you have with an Affiliate of ours, and this non-compliance is not capable of remedy or, if it is capable of remedy, it is not rectified within 14 days after we have notified you of the non-compliance; or
(c) if we reasonably believe that you are not complying with your legal obligations in respect of the information that we supply you.
3.4 If you are a Small Business, you may terminate this agreement without penalty immediately by notice to us if we vary:
(a) a SOW as provided by clause 1.7; or
(b) our fees and charges (other than by an amount equal to the increase in any tax, fee, levy, government charge or regulatory or legislative cost or statutory fee, or a third party’s data supplier fee comprised in the price for the relevant information service) as provided by clause 7.5, and you do not wish to accept that variation.
3.5 If this agreement is terminated or expires, that will not affect:
(a) the rights of the parties which may have accrued before the termination or expiry date; or
(b) the terms of this agreement or any SOW which by their nature survive termination or expiry, which includes clauses 3, 4.3, 4.5, 4.11, 8, 9, 10 and 11.
Appears in 1 contract
Samples: Terms of Service (Mobile Lads Corp)
Term Termination and Suspension. 3.1 This agreement begins when we accept your request for an information service and ends when the parties have fulfilled their obligations under it, if not terminated earlier in accordance with clause 3.3. Each SOW will normally provide for the duration of your obligation to purchase and our obligation to provide a relevant information service to be stated or otherwise specified by a Work OrderSubscription Agreement, Fee Schedule or other document.
3.2 Where a duration is not identified and any of the information services can continue or repeat indefinitely, then either party may end those obligations on 30 days’ notice to the other, unless the SOW states to the contrary. Where the information service is provided under a period subscription, that subscription automatically renews annually each year for another year (or for that longer or shorter period as expressly agreed, as the case may be), unless and until either of us terminates it at any time on 30 days’ written notice to the other.
3.3 In addition to our rights of suspension, cessation and termination under clause 2, we may withhold, suspend or terminate any of our information services to you immediately:
(a) if you do not pay our fees and charges for any information service when due, or breach clause 4;
(b) if we reasonably believe you are not complying with any of your other obligations under this agreement or any other agreement you have with an Affiliate of ours, and this non-compliance is not capable of remedy or, if it is capable of remedy, it is not rectified within 14 days after we have notified you of the non-compliance; or
(c) if we reasonably believe that you are not complying with your legal obligations in respect of the information that we supply you.
3.4 If you are a Small Business, you may terminate this agreement without penalty immediately by notice to us if we vary:
(a) a SOW as provided by clause 1.7; or
(b) our fees and charges (other than by an amount equal to the increase in any tax, fee, levy, government charge or regulatory or legislative cost or statutory fee, or a third party’s data supplier fee comprised in the price for the relevant information service) as provided by clause 7.5, and you do not wish to accept that variation.
3.5 If this agreement is terminated or expires, that will not affect:
(a) the rights of the parties which may have accrued before the termination or expiry date; or
(b) the terms of this agreement or any SOW which by their nature survive termination or expiry, which includes clauses 3, 4.3, 4.5, 4.11, 8, 9, 10 and 11.
Appears in 1 contract
Samples: Terms of Supply
Term Termination and Suspension. 3.1 This agreement begins when we accept your request for an information service and ends when the parties have fulfilled their obligations under it, if not terminated earlier in accordance with clause 3.3. Each SOW will normally provide for the duration of your obligation to purchase and our obligation to provide 17.1 You must stop accepting a relevant information service to be stated or otherwise specified by a Work Order, Fee Schedule or other document.
3.2 Where a duration is not identified and any of the information services can continue or repeat indefinitely, then either party may end those obligations on 30 days’ notice to the other, unless the SOW states to the contrary. Where the information service is provided under a period subscription, that subscription automatically renews annually each year for another year (or for that longer or shorter period as expressly agreed, as the case may be), unless and until either of us terminates it at any time on 30 days’ written notice to the other.
3.3 In addition to our rights of suspension, cessation and termination under clause 2, we may withhold, suspend or terminate any of our information services to you immediatelynominated card immediately if:
(a) if We or BNZ give you do not pay our fees and charges for any information service when due, or breach clause 4;
(b) if we reasonably believe you are not complying with any of your other obligations under this agreement or any other agreement you have with an Affiliate of ours, and this non-compliance is not capable of remedy or, if it is capable of remedy, it is not rectified within 14 days after we have notified you of the non-compliance; or
(c) if we reasonably believe that you are not complying with your legal obligations in respect of the information that we supply you.
3.4 If you are a Small Business, you may terminate this agreement without penalty immediately by notice to us if we vary:
(a) a SOW as provided by clause 1.7do so; or
(b) our fees and charges this agreement terminates.
(other than by an amount equal to the increase in any tax, fee, levy, government charge a) We or regulatory BNZ may terminate this agreement or legislative cost or statutory feesuspend your rights under this agreement, or a third party’s data supplier fee comprised any part of it, at any time by giving you notice in writing. The notice does not
(b) “You may not terminate this agreement during the price initial term and you may only terminate this agreement after the initial term by giving us not less than 3 months notice in writing. Should you terminate this agreement during the Initial term we may at our sole discretion charge the any fees that may have been waived in relation to this agreement and the Monthly Fee payable for the relevant information serviceperiod remaining between the date of termination and the completion date of the Initial Term
17.3 The ending (including by expiration of the term of the agreement, or by termination by you or us) as provided by clause 7.5or suspension of the agreement or any part of it does not affect any of your, our or BNZ's rights and you do not wish obligations which arose before it ended or was suspended including, without limitation, in relation to accept that variationour right to chargeback transactions and our or BNZ's right to recover accrued fees, charges, penalties, fines and costs.
3.5 If this 17.4 When any part of the agreement is terminated ends, or expiresotherwise at our request, you must return to us and BNZ all stationery, equipment, guides and other material we or BNZ supplied in connection with a merchant service covered by that will not affectpart including, without limitation:
(a) the rights of the parties any promotional material with which may we have accrued before the termination or expiry date; orsupplied you;
(b) the terms any material containing a card scheme logo or xxxx; and
(c) any materials provided by us or BNZ, and you must remove any card scheme logo or any materials we or BNZ have provided you with from any of your business premises or websites and if any materials are held electronically by you, your personnel or on your behalf, you all must cease to use this material immediately, and, if we request, delete that material as soon as reasonably practicable
17.5 When any part of this agreement ends you must immediately pay us any outstanding fees, charges and costs due under this agreement.
17.6 Until you have certified in writing to us and BNZ that materials referred to in 17.4 have been returned to us as required by 17.4, you must continue to pay any fees, charges and costs due to us in relation to that material as if the agreement had not terminated.
17.7 This agreement will terminate automatically and immediately if our registration as a merchant acquiring agent or independent sales organisation with any SOW which by their nature survive card scheme is cancelled or if our agreement with BNZ for the provision of merchant services is terminated for any reason.
17.8 You acknowledge that we will disclose termination or expiryof this agreement for any reason to BNZ and you authorise BNZ to disclose to any card scheme advice of termination of this agreement and the reasons for the termination. You acknowledge that the information concerning termination of this agreement becomes available to any member of the card schemes. This information, which includes clauses 3available to any member of the card schemes, 4.3, 4.5, 4.11, 8, 9, 10 and 11may be used in assessing subsequent applications for merchant facilities.
17.9 This clause 17 survives termination of this agreement.
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