Common use of TERM, TERMINATION & SUSPENSION Clause in Contracts

TERM, TERMINATION & SUSPENSION. 13.1 This Agreement shall, unless otherwise terminated as provided in this clause 13, continue for the Subscription Term and, thereafter, this Agreement be automatically renewed for successive Renewal Terms, unless: 13.1.1 either party notifies the other party of termination, in writing, at least 30 days before the end of the applicable Subscription Term or any applicable Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Subscription Term or Renewal Term; or 13.1.2 otherwise terminated in accordance with the provisions of this Agreement; 13.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: 13.2.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than the payment notice period stated in the Customer UI after being notified in writing to make such payment; 13.2.2 the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 13.2.3 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 and/or becomes insolvent and/or enters into any process or procedure which is similar to and/or equivalent to insolvency; 13.2.4 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.3; and/or 13.3 Boomerang may (without any liability of whatever nature and howsoever arising), suspend forthwith some or all of the Services to the Customer upon notice to the Customer if: 13.3.1 Boomerang is entitled to terminate this Agreement; 13.3.2 Boomerang is instructed or requested to do so by any governmental body or agency, an emergency services organisation, any competent authority and/or Court; 13.3.3 Any Third Party Supplier (including a network operator) ceases to provide services and/or changes the way it operates, does business and/or charges for its services; 13.3.4 Boomerang believes that it is necessary or desirable to do so for legal or other regulatory reasons including in relation to any issues relating to data protection and/or privacy laws and regulations; 13.3.5 The Customer is about to undergo any Change of Control; and/or 13.3.6 Boomerang believes or becomes aware that Customer or an Authorised User has breached the terms of this Agreement, is attempting to breach the terms of this Agreement and/or is planning to do so and/or Boomerang believes that the Customer is using the Services in such a way that could lead to Boomerang suffering or incurring liability and/or losses. 13.4 Any suspension of the Services by Boomerang shall entitle Boomerang to terminate this Agreement. Any suspension of the Services by Boomerang shall not exclude or affect any other right or remedy to which Boomerang may be entitled under this Agreement and the Customer shall still be obliged to pay all charges and fees that may be due, payable and/or owing in relation to this Agreement. 13.5 If the Service is suspended then Boomerang shall reinstate such Service as soon as reasonably practicable after the event giving rise to such suspension has been resolved or lifted to Boomerang’s reasonable satisfaction. If the Service is re-instated then Boomerang may charge a reconnection fee. 13.6 On termination of this Agreement for any reason: 13.6.1 all licences granted under this Agreement shall immediately terminate; 13.6.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; 13.6.3 Boomerang may destroy or otherwise dispose of any of the Customer Data in its possession unless Boomerang receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Boomerang shall use reasonable commercial endeavours to deliver the back-up to the Customer in such format and on such media as Boomerang selects within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not these are due for payment at the date of termination). The Customer shall pay all reasonable expenses incurred by Boomerang in returning or disposing of Customer Data; and 13.6.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

TERM, TERMINATION & SUSPENSION. 13.1 This Agreement shall, unless otherwise terminated as provided in this clause 13, continue for the Subscription Term and, thereafter, this Agreement be automatically renewed for successive Renewal Terms, unless: 13.1.1 either party notifies the other party of termination, in writing, at least 30 days before the end of the applicable Subscription Term or any applicable Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Subscription Term or Renewal Term; or 13.1.2 otherwise terminated in accordance with the provisions of this Agreement; 13.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: 13.2.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than the payment notice period stated in the Customer UI after being notified in writing to make such payment; 13.2.2 the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 13.2.3 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 Xxx 0000 and/or becomes insolvent and/or enters into any process or procedure which is similar to and/or equivalent to insolvency; 13.2.4 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.3; and/or 13.3 Boomerang may (without any liability of whatever nature and howsoever arising), suspend forthwith some or all of the Services to the Customer upon notice to the Customer if: 13.3.1 Boomerang is entitled to terminate this Agreement; 13.3.2 Boomerang is instructed or requested to do so by any governmental body or agency, an emergency services organisation, any competent authority and/or Court; 13.3.3 Any Third Party Supplier (including a network operator) ceases to provide services and/or changes the way it operates, does business and/or charges for its services; 13.3.4 Boomerang believes that it is necessary or desirable to do so for legal or other regulatory reasons including in relation to any issues relating to data protection and/or privacy laws and regulations; 13.3.5 The Customer is about to undergo any Change of Control; and/or 13.3.6 Boomerang believes or becomes aware that Customer or an Authorised User has breached the terms of this Agreement, is attempting to breach the terms of this Agreement and/or is planning to do so and/or Boomerang believes that the Customer is using the Services in such a way that could lead to Boomerang suffering or incurring liability and/or losses. 13.4 Any suspension of the Services by Boomerang shall entitle Boomerang to terminate this Agreement. Any suspension of the Services by Boomerang shall not exclude or affect any other right or remedy to which Boomerang may be entitled under this Agreement and the Customer shall still be obliged to pay all charges and fees that may be due, payable and/or owing in relation to this Agreement. 13.5 If the Service is suspended then Boomerang shall reinstate such Service as soon as reasonably practicable after the event giving rise to such suspension has been resolved or lifted to Boomerang’s reasonable satisfaction. If the Service is re-instated then Boomerang may charge a reconnection fee. 13.6 On termination of this Agreement for any reason: 13.6.1 all licences granted under this Agreement shall immediately terminate; 13.6.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; 13.6.3 Boomerang may destroy or otherwise dispose of any of the Customer Data in its possession unless Boomerang receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Boomerang shall use reasonable commercial endeavours to deliver the back-up to the Customer in such format and on such media as Boomerang selects within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not these are due for payment at the date of termination). The Customer shall pay all reasonable expenses incurred by Boomerang in returning or disposing of Customer Data; and 13.6.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

TERM, TERMINATION & SUSPENSION. 13.1 14.1 This Agreement shall, unless otherwise terminated as provided in this clause 1314, continue for the Subscription Term and, thereafter, this Agreement be automatically renewed for successive Renewal Terms, unless: 13.1.1 14.1.1 either party notifies the other party of termination, in writing, at least 30 days before the end of the applicable Subscription Term or any applicable Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Subscription Term or Renewal Term; or 13.1.2 14.1.2 otherwise terminated in accordance with the provisions of this Agreement; 13.2 14.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: 13.2.1 14.2.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than the payment notice period stated in the Customer UI Service Profile after being notified in writing to make such payment; 13.2.2 14.2.2 the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 13.2.3 14.2.3 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 Xxx 0000 and/or becomes insolvent and/or enters into any process or procedure which is similar to and/or equivalent to insolvency; 13.2.4 14.2.4 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.314.2.3; and/or 13.3 14.3 Boomerang may (without any liability of whatever nature and howsoever arising), suspend forthwith some or all of the Services to the Customer upon notice to the Customer if: 13.3.1 14.3.1 Boomerang is entitled to terminate this Agreement; 13.3.2 14.3.2 Boomerang is instructed or requested to do so by any governmental body or agency, an emergency services organisation, any competent authority and/or Court; 13.3.3 14.3.3 Any Third Party Supplier (including a network operator) ceases to provide services and/or changes the way it operates, does business and/or charges for its services; 13.3.4 14.3.4 Boomerang believes that it is necessary or desirable to do so for legal or other regulatory reasons including in relation to any issues relating to data protection and/or privacy laws and regulations; 13.3.5 14.3.5 The Customer is about to undergo any Change of Control; and/or 13.3.6 14.3.6 Boomerang believes or becomes aware that Customer or an Authorised User has breached the terms of this Agreement, is attempting to breach the terms of this Agreement and/or is planning to do so and/or Boomerang believes that the Customer is using the Services in such a way that could lead to Boomerang suffering or incurring liability and/or losses. 13.4 14.4 Any suspension of the Services by Boomerang shall entitle Boomerang to terminate this Agreement. Any suspension of the Services by Boomerang shall not exclude or affect any other right or remedy to which Boomerang may be entitled under this Agreement and the Customer shall still be obliged to pay all charges and fees that may be due, payable and/or owing in relation to this Agreement. 13.5 14.5 If the Service is suspended then Boomerang shall reinstate such Service as soon as reasonably practicable after the event giving rise to such suspension has been resolved or lifted to Boomerang’s reasonable satisfaction. If the Service is re-instated then Boomerang may charge a reconnection fee. 13.6 . On termination of this Agreement for any reason: 13.6.1 14.5.1 all licences granted under this Agreement shall immediately terminate; 13.6.2 14.5.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; 13.6.3 14.5.3 Boomerang may destroy or otherwise dispose of any of the Customer Data in its possession unless Boomerang receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Boomerang shall use reasonable commercial endeavours to deliver the back-up to the Customer in such format and on such media as Boomerang selects within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not these are due for payment at the date of termination). The Customer shall pay all reasonable expenses incurred by Boomerang in returning or disposing of Customer Data; and 13.6.4 14.5.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.