Common use of Termination and Suspension Clause in Contracts

Termination and Suspension. 16.1 We may terminate the Contract at will by giving you written notice. We will pay you for any Supply which you have completed but for which we have not yet paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result of such termination. 16.2 We may terminate this Contract immediately by giving written notice to you if you commit a breach of this Contract which is: (a) capable of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remedied; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to the date of termination.

Termination and Suspension. 16.1 19.1 We may terminate the Contract at will any time and in our sole discretion by giving you written 7 days prior notice. . 19.2 We will pay may, by notice to you, immediately terminate the Contract if you for any Supply which you have completed but for which we have not yet paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site are in breach of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with obligations under the Contract. We will not be liable to you for any loss or cost you incur as a result of such termination. 16.2 We may terminate this Contract immediately by giving written notice to you if you commit a breach of this Contract which isand: (a) capable of rectification but which such breach is not rectified to our satisfaction remedied within 10 7 days after of the receipt of a notice in writing has been given to you requiring such breach to be remediedfrom us; or (b) not capable if such breach is remedied but repeated, at any time after the receipt of rectificationsuch a notice. 16.3 If this 19.3 We may terminate the Contract is terminated pursuant at any time by notice to clause 16.2you, we willwithout prejudice to our rights at law or otherwise, if you take any action or any steps are taken or legal proceedings commenced for: (a) your winding up, dissolution, liquidation or re- organisation, other than to reconstruct or amalgamate while solvent on terms approved by us (which approval will not be entitled unreasonably withheld); or (b) the appointment of a controller, administrator, official manager, trustee or similar officer to take possession you or any of your revenues and useassets. 19.4 You may terminate the Contract by notice to us if we have failed to make a payment in breach of clause 3, subject to our rights under clause 4. 19.5 Upon receipt of a notice of termination from us, or require you terminate by notice to remove us, you must: (a) stop work (except to the extent specified in the notice from the Siteus); (b) take such action as necessary or as we direct, your materials, equipment, tools, and other things intended for the Supplytransfer, protection and preservation of our property; and (c) do your best to minimise the costs of termination to us. 19.6 If the Contract is terminated by us in accordance with clause 19.1, we will only be liable for the payment for: (a) accepted Goods and/or Services performed to the date of termination; and (b) extra costs necessarily and reasonably incurred by you as a result of termination subject to our rights of set off, and we will not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damagesliable for compensation for loss of your prospective profits. 16.4 We may terminate this 19.7 If the Contract immediately is terminated by giving written notice if you become insolvent us under clauses 19.2 or bankrupt. 16.5 We may direct you to suspend 19.3, we will only be liable for payment for the carrying Works carried out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to the date of termination subject to our right of set off. We may employ other persons to complete or perform the Contract. Any cost incurred by us in employing other persons to complete or perform the Contract under this clause 19.7 will be a debt due from you to us. 19.8 If the Contract is terminated by us under clauses 19.2 or 19.3, the rights of the parties will otherwise be as though we terminated the Contract as a result of your repudiation. 19.9 Any expiration or termination of the Contract does not affect: (a) any rights of the parties which may have accrued before the date of termination; and (b) the rights and obligations of the parties under clauses 11, 13, 15 and 20 which survive termination of the Contract. 19.10 The parties’ rights under this clause 19 are without prejudice to any other rights or remedies the party may have whether under the Contract or otherwise at Law. 19.11 We may, at any time and for any reason by notice to you, suspend performance of your obligations under the Contract.

Termination and Suspension. 16.1 We a) You may terminate the Contract Services at will any time by giving written notice or by following the online process specified on the Site for cancelling your Subscription Term. If you written notice. We will pay choose to terminate this Agreement in accordance with this section (17)(a), you for any Supply which you have completed but for which we have not yet paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable entitled to you for any loss credits or cost you incur refunds as a result of such termination. 16.2 We b) Either party may terminate this Contract Agreement in whole or part, including any particular Order(s), immediately by giving written upon providing notice to you if you commit a the other party if: i. the other party is in material breach of this Contract which is: Agreement and does not cure the breach within thirty (a30) capable of rectification but which is not rectified to our satisfaction within 10 days after written notice in writing has been given to you requiring such breach to be remediedof the breach; or (b) not capable ii. if the other party ceases to operate, has an administrator appointed, enters a deed of rectificationcompany arrangement or other form of administration involving one or more of its creditors, is subject to an order that it be wound up, declared bankrupt, or that a liquidator or receiver be appointed, or otherwise becomes insolvent or is unable to meet its financial obligations. 16.3 c) We may suspend the Services (including any of Your Accounts) immediately, or terminate this Agreement in whole or part, including any particular Order(s), if: i. you are in material breach of this Agreement more than two times during the Term notwithstanding any cure of such breaches; ii. you have failed to pay any Fees within sixty (60) days after the relevant due date; iii. you infringe our Intellectual Property Rights; or iv. your use of the Services breaches any applicable law or any of the EdApp Policies. We will notify you of any suspension or termination under section (17)(c) (where practicable). d) If this Contract is terminated we suspend your use of the Services pursuant to clause 16.2, we willour rights under this Agreement: (a) be entitled i. we will continue to take possession charge you Fees during the suspension period and you must pay any outstanding Fees prior to us resuming the provision of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the SupplyServices; and ii. we will only resume the provision of the Services once you have cured (bto our reasonable satisfaction) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be matter that caused the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damagessuspension. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to the date of termination.

Termination and Suspension. 16.1 12.1 Without prejudice to the rights and remedies of the parties, either party may terminate this Agreement or any part thereof forthwith in the event that: 12.1.1 the other party is in material breach of this Agreement (including any failure to pay any Charges) and (in the case of remediable breach) fails to remedy the breach within 28 working days of receiving notice to that effect from the other party; or 12.1.2 either party becomes insolvent or has a receiving order made against it which is not settled within 7 calendar days or commences to be wound up (not being a members voluntary winding up for the purpose of a solvent reconstruction or amalgamation) or grants a trust deed on behalf of its creditors or any of them; or 12.1.3 the Company’s entitlement to provide electronic communications services and associated facilities is suspended or restricted to such an extent that it is not permitted to provide the Services. 12.1.4 We may terminate end this Agreement immediately upon written notice to you if: 12.1.5 it becomes unlawful for us or any Carrier supporting the Contract at will Service to continue to provide the Service or the Company or a Carrier is required to cease the Service by giving you written notice. We will pay you a competent regulatory authority; or 12.1.6 a Carrier ceases to provide services to us for whatever reason or materially changes the terms of its provision of telecommunications services to us beyond the reasonable control of the Company so much so that we are unable to provide your Services; 12.1.7 it transpires following the Agreement Date that, for any Supply reason out with our control, the Services will not be able to be provided to you. In the event of termination in accordance with this paragraph 12.2.3, we shall repay to you any Charges which you have completed but for which we have not yet paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for the Services. 12.3.1 If this Agreement is terminated prior to the Service Commencement Date and/or prior to the end of the Initial Period or the Renewal Period, as applicable, for any Supply not completed reason, other than (i) our fault or negligence or (ii) by you pursuant to Clauses 4.2, 4.7, 13.1 and/or 19.4 you shall forthwith pay us: 12.3.2 all arrears of Charges as at the date of termination; and 12.3.3 all other Charges (including without limitation any Supply made but which does not comply supplementary charges pursuant to Clause 4.7) payable under the Agreement (less any Charges you previously paid in respect of a period falling after the date of termination) for the remainder of the relevant Initial Period or Renewal Period in accordance with the Contract. We will not be liable to you following: (ii) for any loss or cost you incur as a result of such termination. 16.2 We may terminate this Contract immediately by giving written notice to you if you commit a breach of this Contract which isan Initial Period, greater than 12 months: (a) capable for termination within the initial 12 month period, 100% of rectification but which is not rectified the Charges in respect of the initial 12 month period plus 80% of the Charges payable to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remediedthe end of the Initial Period; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued termination subsequent to the date initial 12 month period, 80% of terminationthe Charges payable to the end of the Initial Period.

Termination and Suspension. 16.1 We may terminate the Contract If at will by giving any time either you written notice. We will pay you or we no longer want to do business for any Supply which reason, the other party must be given one month’s notice in writing unless you have completed but for which commit or we have not yet paid and legal title believe in our absolute discretion that you are likely to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result of such termination. 16.2 We may terminate this Contract immediately by giving written notice to you if you commit a breach of this Contract which is: agreement. We reserve the right to terminate or suspend our agreement with you immediately by giving you notice if: • you undergo a change of ownership, control or legal status, including dissolution of a partnership or other unincorporated association; • you cease or we believe in our absolute discretion that you are are likely to cease to hold the requisite registrations or licenses with the Relevant Regulatory Body for the conduct of your business; • any director or employee is subject to disciplinary proceedings brought by a Regulatory Body or is charged with or convicted of any offence involving fraud or dishonesty; • you receive from the Relevant Regulatory Body an enforcement notice against you or you fail to meet the Relevant Regulatory Body’s solvency requirements or your authorisation is otherwise terminated; • you commit a breach or we anticipate that you are about to commit a breach of any of these terms of business; • you are subject to any action in connection with bankruptcy, insolvency, liquidation and administration or any other similar arrangements with your creditors; • any director or employee enters into (aor is about to enter into) capable of rectification but which a voluntary arrangement with a creditor, or apply for an interim order; • a procedure is started with a view to your winding-up or reorganisation and that procedure is not rectified terminated or discharged within 30 days; • we are notified that you are in breach or we believe in our absolute discretion that you are likely to be in breach of other providers terms, or likely to become insolvent or are subject to debt recovery or associated legal action; • we are notified that you, your employees, directors, officers, consultants, associates, including sub-agents, are suspected of fraud, potential fraud or any unlawful act or any act which brings, or is likely to bring, either party into disrepute; • you die and you are a sole trader; • you have a consumer credit licence and it is withdrawn or you are subject to investigation for breaching or we believe in our absolute discretion that you are likely to breach legal or regulatory requirements or your authorisation is or is about to be withdrawn; and • you or any of your employees, representatives or sub-agents act in a way that is or that we believe in our absolute discretion is likely to have a materially adverse impact on our relationship or the interests of the customers or brings us into disrepute or is otherwise detrimental to our satisfaction within 10 days after notice relationship with a regulatory body of ours. If these terms of business are terminated or suspended, you must still comply with your obligations relating to record keeping. You must also continue to co-operate fully with us including but not limited to helping us with any outstanding claims and complaints in writing has been given relation to business that you requiring such breach have already placed with us. On termination or suspension of our relationship your right to be remedied; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged transact new business with us will cease. We will also cease to make any further renewal commission payments to you, and . On the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected immediate termination or suspension of our relationship your right to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own costtransact new business with us will cease. We may direct you will assume exclusively all legal rights to re-commence the Supply at our mutual customers’ personal data. We will also cease to make any time after any suspension and you must immediately complyfurther renewal commission payments to you. You will cease to have permission to service or contact our mutual customer. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to the date of termination.

Termination and Suspension. 16.1 We 9.1 This Agreement may terminate be terminated at any time up to the Contract at Commencement Date, however, if we have supplied you with a Modem you must return it to us and (if applicable) we will by giving you written notice. We will pay refund you for any Supply which payment received from you have completed but for which we have such Modem. Any modem returned for a refund must be received in pristine and resalable condition, including all packaging, manuals, software and cables, as appropriate. 9.2 After the Commencement Date this Agreement may be terminated in accordance with the terms set out in this Agreement and the cancellation provisions of the Consumer Protection (Distance Selling) Regulations 2000 (the "Distance Selling Regulations") will not yet paid and legal title apply to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result of such terminationService. 16.2 9.3 We may terminate this Contract immediately by giving written Agreement at any time on notice to you if you commit a breach of this Contract which is: if: (a) capable we are directed by any competent authority to cease the provision of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remediedservices or any part of them; or (b) not capable you are in breach of rectificationany of these Terms and Conditions; (c) your contract with your telecommunications provider for your direct analogue exchange line is terminated; (d) any licensed operator supporting our services ceases to do so for whatever reason or changes the terms of its provision of telecommunications services beyond our reasonable control. 16.3 If 9.4 Unless otherwise specified in this Contract is terminated pursuant to clause 16.2Agreement, either you or we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by Agreement on giving written not less than 10 days notice to the other; such notice not to expire before the end of the first month. 9.5 You may terminate this agreement with respect to our service after the 1 month term providing all setup charges (if any) for a new line or broadband service have been paid. We do not provide refunds if you become insolvent migrate away to another provider mid-month, but will refund any line rental or bankrupt. 16.5 We may direct broadband charges paid if you are moving from one of our broadband and or line packages to suspend the carrying out the Supply for any period of time and you must immediately comply at your own costa Pulse8 Fibre package. We may direct do not charge cease fees We do not charge migration fees for customers migrating to or from our service. To find out more about cancelling broadband please call 0000 0000000 or email us on xxxxxxx@xxxxx0xxxxx.xx.xx 9.6 Upon termination you agree to re-commence cease using our services immediately and to pay any monies owing (we will bill unbilled amounts promptly after termination). On termination your right to use the Supply at any time after any suspension and you must immediately complyServices ceases immediately. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to the date of termination.

Termination and Suspension. 16.1 We This contract may terminate the Contract at will be terminated by giving you TOWN with or without cause. Termination shall be by written notice. We will pay you for any Supply notice which you have completed but for which we have not yet paid and legal title shall be delivered or mailed (certified mail, return receipt) to the Supply CONTRACTOR. Termination will be deemed to be effective thirty (30) calendar days from the date of the postmark or Goods if notice is hand delivered, thirty (30) days from the date of delivery to the CONTRACTOR (personally or at his/her office). If notified of termination, CONTRACTOR shall pass immediately cease performing services and deliver, to us TOWN, any work in progress. In no event shall termination nullify obligations of either party incurred prior to the effective date of termination. Termination Management. Immediately upon payment. We will also pay any notice of termination of this Contract, the CONTRACTOR shall: 1) not incur any further obligations for your reasonable costs of removal from Site of your workerssalaries, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed services or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result other expenditure of such termination. 16.2 We may terminate this Contract immediately by giving written notice to you if you commit a breach of this Contract which is: (a) capable of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remedied; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party funds under this Contract which has accrued without written approval of the TOWN; 2) comply with all directives issued by the TOWN in the notice of termination as to the date performance of terminationwork under this Contract; and 3) take such action as the TOWN shall direct for the protection, preservation, retention or transfer of all property titled to the TOWN and records generated under this Contract. The TOWN may suspend work under this Contract for any reason the TOWN in its sole discretion deems sufficient, including but not limited to budgetary reasons or a need for further studies, investigation or analysis before work continues. Notice of Suspension shall be made or confirmed in writing, which shall be hand-delivered or mailed certified mail, return receipt requested, to CONTRACTOR. Immediately upon receipt of notice of contract suspension, CONTRACTOR shall cease work pursuant to the Contract and await further instructions from the TOWN except that, with the TOWN’s permission which shall not be unreasonably denied, the CONTRACTOR may proceed with any work in progress that must be continued or completed in order to avoid damage, harm or risk to the TOWN’s, the CONTRACTOR’s, any subcontractor’s, or the public’s personnel or property. In the event that the CONTRACTOR, upon receiving a suspension of work notice, believes there is such reason for continuing work, it shall immediately so inform the TOWN and the parties shall in good faith attempt to agree on what additional work is reasonably required under the circumstances. Suspension of work shall not affect either party’s obligations with respect to work done or obligations incurred before notice of contract suspension.

Termination and Suspension. 16.1 9.1 We may reserve the right to suspend the provision of the Services in the event that: 9.1.1 We are required to do so by law; 9.1.2 You have committed a breach of this Agreement; 9.1.3 You have failed to make payment of a sum due on the due date for payment in accordance with this Agreement; 9.1.4 Upon giving You reasonable notice, We need to undertake maintenance to the Services. 9.2 This Agreement shall terminate upon cancellation by either party as set out in Clause 9.3 and 9.4. 9.3 We can terminate the Contract at will Agreement by giving you written noticeYou 1 month notice in writing (email). 9.4 You shall be able to terminate the Agreement, at any point of this Agreement, by giving Us notice in writing (email). We will pay you for any Supply which you Where You have completed but for which we terminated this Agreement in the first month in accordance with this clause 9.4 and You have not yet paid any sums due under this Agreement We shall invoice You for the outstanding fee and legal title this shall be payable upon receipt. 9.5 We shall have the right to terminate the Agreement immediately in the event that we no longer have access to the Supply Platform or Goods the Services. 9.6 Either party shall pass have the right at any time by giving notice in writing to us upon payment. We will also the other to terminate the Agreement immediately: 9.6.1 If the other party commits a material breach of any of the terms of the Agreement; 9.6.2 If the other party suspends, or threatens to suspend, payment of its debts or is unable to pay for your reasonable costs 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 removal from Site section 123 of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed the Insolvency Act 1986; or 9.6.3 if the other party commences negotiations with all or any Supply made but which does not comply class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or 9.6.4 if a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the Contract. We winding up of the other party; or 9.6.5 any event occurs, or proceeding is taken, with respect to the other if any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.6.2 to clause 9.6.5 (inclusive); or 9.6.6 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of their business; or 9.6.7 there is a change of Control of the other party. 9.7 Where the Agreement is terminated, all rights, duties and the Terms and Conditions that expressly or impliedly have effect after termination will not continue to be liable to you for any loss or cost you incur as a result of such enforceable despite termination. 16.2 We may terminate this Contract immediately 9.8 Suspected Violations - Milk Student Planners Ltd reserves the right to investigate complaints relating to use of the Services by giving written notice to you if you commit a breach Customer, Users, or someone using Services associated with Customer's Account, or any potential violation of the terms of this Contract which isAgreement (including but not limited to the Acceptable Use Policy or Attachments). Notwithstanding any other terms, policies, or other rights available, Milk Student Planners Ltd may take any action it deems appropriate, including without limitation, disclosing information to enforcement agencies. In addition to any other remedies available to it, Milk Student Planners Ltd reserves the right to: (a) capable 9.8.1 restrict Customer's access to or terminate any of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remediedthe Services, as described above; 9.8.2 require the removal of offending Customer Data; or (b) not capable of rectification9.8.3 exercise other rights and remedies available at law or in equity. 16.3 If this Contract is terminated pursuant to clause 16.29.8.4 Except for an emergency as determined by Milk Student Planners Ltd or as may otherwise be required by law, we will: before undertaking the remedies described in clauses 9.4 (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to the date of termination.Services by Milk Student Planners Ltd) and

Termination and Suspension. 16.1 We You may terminate the Contract at will by giving you written notice. We will pay you for any Supply which you have completed but for which we have not yet paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result of such termination. 16.2 We may terminate this Contract immediately by giving written notice to you if you commit a breach of this Contract which is: (a) capable of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remedied; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply Agreement at any time after the Initial Period, on one month’s written notice to us. Where: • You terminate, or you have deemed to have terminated, the Agreement, or any suspension and part of it, before the end of the Initial Period (other than as a direct result of us having breached our obligations under the Agreement); or • We terminate the Agreement before the end of the Initial Period because you have not met your obligations under the Agreement, then you must immediately comply. 16.6 pay to us all the Fees and any other amounts that are payable by you under the Agreement. We may immediately terminate or suspend the Agreement and/or your use of the Merchant Services and/orany part of the Agreement and/or the Merchant Services (including the acceptance of any Card and/or any Transaction Types) at any time. This may include, without limitation, if: • You take steps to place yourself, or you are placed in liquidation, whether voluntary or compulsory or under judicial management, in either case whether provisionally or finally; • You take steps to deregister yourself or you are deregistered; • A force majeure event occurs; • You cease or threaten to cease business for any reason; • You commit an act which would be an act of insolvency as defined by the Insolvency Act of 2011 from time to time if it was committed by a natural person; • You do not satisfy a judgement for more than UGX 230,000,000 (Uganda Shillings Two Hundred Thirty Million) entered against you within twenty-one days after you become aware of the judgement; • You breach any of the terms of the Agreement and (if such a breach is remediable), you do not remedy that breach within five Business days of us notifying you of the breach; • If we suspect, in our sole discretion, that you have committed fraud or you are a party to a Fraudulent Transaction; • We are asked to do so by any Payment Scheme or Regulatory Authority or pursuant to the Rules or any applicable laws; • We suspect fraud or illegal, unauthorised or improper conduct or that you are responsible for a Data Compromise; • We suspect that we, any Payment Scheme or Regulatory Authority are exposed to any risk through your use of the Merchant Services; • We are required by any applicable laws or are ordered by a competent court to do so; • We give you one month’s notice at any time to that effect. Subject to any applicable laws or the Rules, we may also, in our sole and absolute discretion and without prejudice to our rights under this Agreement or in law, hold your funds for a period of time reasonably needed to protect against the risk of liability to us or a third party, if we believe that you may be engaging in potentially fraudulent or suspicious activity or for future payments of Chargebacks. Where we terminate the Agreement or your use of the Merchant Services, all rights granted to you for the Merchant Services will end immediately. Termination of this Contract the Agreement will not affect any right, power, remedy, obligation, duty relieve either you or liability us of any party under this Contract which has accrued obligations imposed by any applicable law or by the Agreement before its termination. This clause will survive the termination of the Agreement. You will have to pay for all costs that we incur, including all legal costs on an attorney and own scale, arising out of or in connection with a breach by you of the date of terminationAgreement.

Termination and Suspension. 16.1 We 15.1. TRANSIT in its sole discretion may terminate the Contract this Agreement or any payment service associated with it at will any time, by giving you written two months’ prior notice. We will pay you for any Supply which you have completed but for which we have not yet paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result of such termination. 16.2 We may terminate this Contract immediately by giving written notice to you if you commit a breach The termination of this Contract which is: (a) capable of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remedied; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract Agreement will not affect any rightof our rights or your obligations arising under this Agreement. 15.2. Each TRANSIT Account that remains inactive during 36 months will be automatically closed and this Agreement will be terminated. Fees relating to ongoing management of inactive accounts will also continue to be charged following closure of your TRANSIT Account. This provision shall survive termination of the relationship between you and us. 15.3. You may terminate this Agreement at any time by providing us with one month’s prior notice, power, remedy, obligation, duty such notice to be provided via email to the Support Team on the page xxxxx://XXXXXXX.xxx/en/contacts/ or liability at the SUPPORT section of your account. 15.4. We may at any time suspend or terminate your TRANSIT Account without notice if: 15.4.1. You commit a material breach of any party under term of this Contract which has accrued Agreement and (if such breach is remediable) fail to remedy that breach within a period of 30 days after being notified in writing to do so; 15.4.2. You repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the date terms of terminationthis Agreement; 15.4.3. You are subject to a bankruptcy, insolvency, winding up or other similar event; 15.4.4. The result of laws, payment scheme rules, regulatory authority rules or guidance or any change in or any introduction thereof (or change in the interpretation or application thereof) means that it is unlawful or contrary to any such law, rules, order or regulations for either of the parties to perform or give effect to any of its obligations hereunder and such obligation cannot be readily severed from this Agreement; 15.4.5. We have reason to believe that you are in any way involved in any fraudulent activity, money laundering, terrorism financing or other criminal activity; 15.4.6. We reasonably suspect your TRANSIT Account have been used or is being used without your authorisation or fraudulently; and we shall notify you either prior to the suspension or, if prior notification is not possible under the circumstances, promptly after the suspension unless we are prohibited by law to notify you. 15.5. Termination of this Agreement requires the closing of your TRANSIT Account in accordance with Clause 7 TRANSIT will deal with your remaining balance in accordance with this Agreement.

Termination and Suspension. 16.1 21.1 We may terminate the Contract at will any time and in our sole discretion by giving you 7 days prior written notice. We will pay you for any Supply which you have completed but for which we have not yet paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result of such termination. 16.2 21.2 We may terminate this Contract immediately may, by giving written notice to you you, immediately terminate the Contract if you commit a breach of this Contract which ishave: (a) capable failed to: (i) deliver the Goods by the Delivery Date; or (ii) perform the whole of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remediedthe Services by the Completion Date or the expiry of the Term; or (b) you are otherwise in breach of your obligations under the Contract and: (i) such breach is not capable remedied within 7 days of rectificationthe receipt of a written notice from us; or (ii) if such breach is remedied but repeated, at any time after the receipt of such a notice. 16.3 If this 21.3 We may terminate the Contract is terminated pursuant at any time by written notice to clause 16.2you, we willwithout prejudice to our rights at law or otherwise, if you take any action or any steps are taken or legal proceedings commenced for: (a) your winding up, dissolution, liquidation or re- organisation, other than to reconstruct or amalgamate while solvent on terms approved by us (which approval will not be entitled unreasonably withheld); or (b) the appointment of a controller, administrator, official manager, trustee or similar officer to take possession you or any of your revenues and useassets. 21.4 If we have failed to pay you an amount due in breach of clause 3, subject to our rights under clause 4, you may give notice to us requiring payment of that sum. If we fail to pay the outstanding sum within 60 days after receipt of your notice, you may by further notice to us, which refers to this clause, terminate the Contract. 21.5 Upon receipt of a written notice of termination from us, or require you terminate by notice to remove us, you must: (a) stop work (except to the extent specified in the notice from the Siteus); (b) take such action as necessary or as we direct, your materials, equipment, tools, and other things intended for the Supplytransfer, protection and preservation of our property; and (c) do your best to minimise the costs of termination to us. 21.6 If the Contract is terminated by us in accordance with clause 21.1, we will only be liable for the payment for: (a) accepted Goods and/or Services performed to the date of termination; and (b) extra costs necessarily and reasonably incurred by you as a result of termination subject to our rights of set off, and we will not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damagesliable for compensation for loss of your prospective profits. 16.4 We may terminate this 21.7 If the Contract immediately is terminated by giving written notice if you become insolvent us under clauses 21.2 or bankrupt. 16.5 We may direct you to suspend 21.3, we will only be liable for payment for the carrying Goods and/or Services carried out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to the date of termination subject to our right of set off. We may employ other persons to complete or perform the Contract. Any cost incurred by us in employing other persons to complete or perform the Contract under this clause 21.7 will be a debt due from you to us. 21.8 If the Contract is terminated by us under clauses 21.2 or 21.3, the rights of the parties will otherwise be as though we terminated the Contract as a result of your repudiation. 21.9 Any expiration or termination of the Contract does not affect: (a) any rights of the parties which may have accrued before the date of termination; and (b) the rights and obligations of the parties under clauses 11, 15, 16 and 22 which survive termination of the Contract.

Termination and Suspension. 16.1 We 14.1 This Agreement shall continue until terminated in accordance with the provisions of this condition 14. 14.2 This Agreement may terminate the Contract be terminated at will any time: 14.2.1 by you giving us not less than one month’s written notice; or 14.2.2 by us giving you not less than two months’ written notice. We will pay you for any Supply which you have completed but for which we have not yet paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result of such termination. 16.2 14.3 We may terminate this Contract Agreement immediately by giving written notice in writing to you if you commit a breach break this Agreement. 14.4 On termination of this Contract which isAgreement, howsoever occurring: (a) capable of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given 14.4.1 all Business Charge Cards issued to you requiring such breach must be disposed of by cutting off the bottom left hand corner, through the smartcard chip. We may ask that written confirmation is sent to be remedied; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supplyus confirming that all Business Charge Cards have been destroyed; and (b) not be obliged 14.4.2 provided we have given you any notices required by law, the whole of the outstanding balance due to make us under this Agreement will become immediately due and payable together with the repayment of the outstanding Card Transactions and any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damagesapplicable Charges. 16.4 14.5 We may terminate this Contract Agreement immediately by giving written notice in writing and/or demand repayment of the outstanding balance on the Business Account and all Cardholder Accounts for breach of any of the Conditions of Use (see below). We will give you an opportunity to remedy such breaches (where remedy is possible) unless it is unreasonable to do so, and this Agreement will end unless you take the action required in accordance with the terms of any notice served by us which requires you to ensure that you promptly remedy the breach and its consequences. 14.6 We may cancel or suspend: 14.6.1 your use of the Services at any time if you become insolvent or bankrupt.any Cardholder has broken this Agreement or the Conditions of Use repeatedly or seriously; or 16.5 We may direct 14.6.2 the use of any Business Charge Card if we reasonably suspect fraudulent or other misuse of the Business Charge Card or that any security requirements relating to the use of the Business Charge Card, Business Charge Card details or PIN have been compromised. If we do cancel or suspend use of the Services and/or any Business Charge Card under conditions 11.11 or 14.6, we will tell you to suspend that we have done so and why as soon as possible unless the carrying out law prevents us from doing so or we reasonably believe it would undermine our security measures. If we cancel your use of the Supply for Services or any period of time and Card, you must immediately comply at your own costensure that Cardholders stop using affected Business Charge Cards and, if they are cancelled, that they return them to the Business Representative with the left hand corner cut off through the smartcard chip. We may direct you ask that the Business Representative return destroyed Business Charge Card(s) to re-commence us or notify us in writing at the Supply at any time after any suspension address set out in condition 18.1 that the Business Charge Card(s) have been destroyed as soon as this has been done. If we suspend use of a Card, we will allow it to be used again or will replace it as soon as the reasons for suspending it no longer exist. Your obligations under this Agreement will continue in force and you must immediately complywill remain liable to us for all Card Transactions and any Charges payable until payment is made of the full amount outstanding. 16.6 Termination of this Contract 14.7 You will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued ensure that the Payment Account will remain open at least until all outstanding Card Transactions have been processed and until all amounts outstanding have been paid to the date of terminationus.

Termination and Suspension. 16.1 We 13.1 This Agreement shall continue until terminated in accordance with the provisions of this condition 13. 13.2 This Agreement may terminate the Contract be terminated at will any time: 13.2.1 by you giving us not less than one months' written notice; or 13.2.2 by us giving you not less than two months' written notice. We will pay you for any Supply which you have completed but for which we have not yet paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result of such termination. 16.2 13.3 We may terminate this Contract Agreement immediately by giving written notice in writing to you if you commit a breach break this Agreement. 13.4 On termination of this Contract which isAgreement, howsoever occurring: (a) capable of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given 13.4.1 all Business Charge Cards issued to you requiring such breach must be disposed of by cutting off the bottom left hand corner, through the smartcard chip. We may ask that written confirmation is sent to be remedied; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supplyus confirming that all Business Charge Cards have been destroyed; and (b) not be obliged 13.4.2 provided we have given you any notices required by law, the whole of the outstanding balance due to make us under this Agreement will become immediately due and payable together with the repayment of the outstanding Card Transactions and any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damagesapplicable Charges. 16.4 13.5 We may terminate this Contract Agreement immediately by giving written notice if in writing and/or demand repayment of the outstanding balance on the Business Account and all Cardholder Accounts for breach of any of the Conditions of Use (see below). We will give you become insolvent or bankruptan opportunity to remedy such breaches (where remedy is possible) unless it is unreasonable to do so, and this Agreement will end unless you take the action required in accordance with the terms of any notice served by us which requires you to ensure that you promptly remedy the breach and its consequences. 16.5 13.6 We may direct you to suspend cancel or suspend: 13.6.1 your use of the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply Services at any time after if you or any suspension and you must immediately complyCardholder has broken this Agreement or the Conditions of Use repeatedly or seriously; or 13.6.2 the use of any Business Charge Card if we reasonably suspect fraudulent or other misuse of the Business Charge Card or that any security requirements relating to the use of the Business Charge Card, Business Charge Card details or PIN have been compromised. 16.6 Termination of this Contract 13.7 You will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued ensure that the Payment Account will remain open at least until all outstanding Card Transactions have been processed and until all amounts outstanding have been paid to the date of terminationus.

Termination and Suspension. 16.1 If You are the Customer and You wish to cancel Your eWallet at any time, You must inform Us of Your wish to cancel and to claim a refund of Your unused funds by emailing Us as detailed on Our Website. You must e-mail Us from the e-mail address registered in your eWallet. You are obliged to provide us with 14 Business Days’ prior notice. Our customer services department will then suspend all further use of Your eWallet. We may terminate the Contract at will Your eWallet or any service associated with it by giving you written two months’ prior notice. We will pay you for any Supply which you have completed but for which we have not yet paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result of such termination. 16.2 We may also cancel Your eWallet and terminate this Contract immediately Agreement with immediate effect by giving written notice to you if you commit a breach of this Contract which isnotice, in the following circumstances: (a) capable of rectification but which is 16.2.1 if We decide not rectified to our satisfaction within 10 days after notice activate Your eWallet for any reason whatsoever; 16.2.2 If You have not complied with this Agreement; 16.2.3 We have reason to believe that You are in writing has been given any way involved in any fraudulent activity, money laundering, terrorism financing or other criminal activity or if we have any other security concerns. 16.2.4 In the circumstances mentioned in Clause 11.3; 16.2.5 If We need to you requiring such breach comply with the law; 16.2.6 If We cease to be remedied; or (b) not capable of rectificationauthorized to provide the services under this Agreement or if We can no longer process Transactions due to the actions by third parties. 16.3 If Your eWallet has not had any Transactions (excluding all and any Fees and charges that may apply) for a period of at least 1 year, We reserve the right to close it and to terminate this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession Agreement. We will notify You of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damagesOur intentions before closing Your eWallet. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent reserve the right to suspend Your eWallet at any time in order to justify reasons related to the security of Your eWallet or bankruptin the case that there is any suspicious activity, unauthorised transaction or fraudulent in regards to the uses of Your eWallet. We will notify You in case We have suspended Your account, where possible. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination Upon termination of this Contract Agreement, all pending Transactions and Fees will not affect any rightbe processed and deducted from Your eWallet, powerand if a positive balance remains, remedy, obligation, duty or liability of any party under We will redeem this Contract which has accrued to You. The redemption proceeds will be paid to You as soon as the date of terminationappropriate security checks have been satisfactorily completed.

Termination and Suspension. 16.1 We may terminate the Contract at will by giving you reasonable prior written notice. We will pay you for any Supply which you have completed but for which we have not yet paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any other loss or cost you incur as a result of such termination. 16.2 We may terminate this Contract immediately by giving written notice to you if you commit a material breach of this Contract which is: (a) capable of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remedied; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to youyou under the Contract, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may may, acting reasonably, direct you to suspend the carrying out the Supply for any period of time at your own costs and you must immediately comply at your own costpromptly comply. We may may, with reasonable prior notice, direct you to re-commence the Supply at any time after any suspension and you must immediately promptly comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty duty, or liability of any party under this Contract which has accrued to the date of termination.

Termination and Suspension. 16.1 12.1 Either party may terminate this Contract where the other party: (a) has breached a material term of this Contract and has not remedied the breach within 14 days of written notice to do so; or (b) is made bankrupt, becomes insolvent or an external administrator, liquidator or receiver is appointed. 12.2 If you fail to remedy a material breach of this Contract after written notice to do so pursuant to clause 12.1, including failing to make payment when due to us, in addition to our right to terminate this Contract we may also at our sole and absolute discretion: (a) retain possession of all or any of the Products; (b) cease or suspend any further deliveries of the Products to you; (c) resell part or all of the Products ordered by you; (d) recover the loss caused by your breach plus interest at the applicable court penalty interest rate, accruing from the earlier of the due date for payment and the date of the breach; (e) execute our rights under law to recover any loss caused by a breach by you of this Contract, including any court penalty interest accruing from the earlier of the due date for payment or the breach of this Contract by you; or (f) a combination of the above. 12.3 We may terminate the this Contract at will by giving you written notice. We will pay you any time for any Supply which reason (and without any requirement or provide a reason) by reasonable prior written notice to you. In the event we terminate pursuant to this clause 12.3 and you have completed but paid for which we have Products not yet delivered we can elect to: (a) deliver the Products; or (b) repay the amount paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed of the delivery of the Products. Such repayment will constitute full and final compensation payable by us under or any Supply made but which does not comply in connection with the this Contract. We Other than as expressly provided in this Contract, you will have no claim against us in relation to termination pursuant to this clause 12.3 and we will not be liable to you for any other loss or cost you incur as a result of such terminationincur. 16.2 We may terminate this Contract immediately by giving written notice to you if you commit a breach of this Contract which is: (a) capable of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remedied; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to the date of termination.

Termination and Suspension. 16.1 We 12.1 This Agreement shall continue until terminated in accordance with the provisions of this condition 12. 12.2 This Agreement may terminate the Contract be terminated at will any time: 12.2.1 by you giving us not less than one month’s written notice; or 12.2.2 by us giving you not less than two months’ written notice. We will pay you for any Supply which you have completed but for which we have not yet paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result of such termination. 16.2 12.3 We may terminate this Contract Agreement immediately by giving written notice in writing to you if you commit a breach break this Agreement. 12.4 On termination of this Contract which isAgreement, howsoever occurring: (a) capable of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given 12.4.1 all Business Charge Cards issued to you requiring such breach to must be remedied; or (b) not capable disposed of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2by cutting off the bottom left hand corner, we will: (a) be entitled to take possession of and use, or require you to remove from through the Site, your materials, equipment, toolssmartcard chip, and other things intended for the Supplywritten confirmation sent to us confirming that all Business Charge Cards have been destroyed; and (b) not be obliged 12.4.2 provided we have given you any notices required by law, the whole of the outstanding balance due to make us under this Agreement will become immediately due and payable together with the repayment of the outstanding Card Transactions and any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damagesapplicable Charges. 16.4 12.5 We may terminate this Contract Agreement immediately by giving written notice if in writing and/or demand repayment of the outstanding balance on the Business Account and all Cardholder Accounts for breach of any of the Conditions of Use (see below). We will give you become insolvent or bankruptan opportunity to remedy such breaches (where remedy is possible) unless it is unreasonable to do so, and this Agreement will end unless you take the action required in accordance with the terms of any notice served by us which requires you to ensure that you promptly remedy the breach and its consequences. 16.5 12.6 We may direct you to suspend cancel or suspend: 12.6.1 your use of the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply Services at any time after if you or any suspension Cardholder has broken this Agreement or the Conditions of Use repeatedly or seriously; or 12.6.2 the use of any Business Charge Card if we reasonably suspect fraudulent or other misuse of the Business Charge Card or that any security requirements relating to the use of the Business Charge Card, Business Charge Card details or PIN have been compromised. If we do cancel or suspend use of the Services and/ or any Business Charge Card under conditions 9.10 or 12.6, we will tell you that we have done so and why as soon as possible unless the law prevents us from doing so or we reasonably believe it would undermine our security measures. You must then ensure that all Cardholders stop using their Business Charge Cards and that they return them to the Business Representative with the left hand corner cut off through the smartcard chip. The Business Representative must either return the destroyed Business Charge Card(s) to us or notify us in writing at the address set out in condition 16.1 that the Business Charge Card(s) have been destroyed as soon as this has been done. Your obligations under this Agreement will continue in force and you must immediately complywill remain liable to us for all Card Transactions and any Charges payable until payment is made of the full amount outstanding. 16.6 Termination of this Contract 12.7 You will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued ensure that the Payment Account will remain open at least until all outstanding Card Transactions have been processed and until all amounts outstanding have been paid to the date of terminationus.

Termination and Suspension. 16.1 We 16.1. Your subscription will persist, barring termination under this Termination clause, these Terms, and your entitlement to access and utilize the Service for the duration encompassed by the paid or payable fees. At the conclusion of each billing cycle ("Renewal Period"), depending on the contract offer, these terms are: a) presented once more, and upon written acceptance, continue for an additional period equivalent to the previous one or modified as agreed, assuming you persist in paying the subscription fee according to the pricing offered. b) automatically renewed for successive 12-month periods (each a "Renewal Period"), unless: i. either party provides written notice of termination to the other party at least 60 days before the end of the Term or any Renewal Period, in which case this agreement will terminate upon the expiration of the relevant Initial Term or Renewal Period; or ii. otherwise terminated following the provisions of this Agreement; and the Term, along with any subsequent Renewal Periods, shall constitute the Term. 16.2. If the subscription offering entails a minimum Term, the earliest possible termination date will coincide with that Xxxx's expiration. 16.3. Either party may instantly terminate or suspend the Contract at will other party's subscription, access, and usage rights to the Service or any data by giving you written noticeproviding notice if the other party: a) breaches any of this Agreement's terms, and the breach is not: i. remedied within 14 days following receipt of a notice from the first party requesting remediation; or ii. We will pay you capable of remediation; or b) encounters insolvency, liquidation, or bankruptcy, or appoints an administrator, receiver, liquidator, statutory manager, mortgagee's or chargee's agent, becomes subject to any form of insolvency action or external administration, or discontinues business for any Supply which reason. 16.4. Upon termination of this Agreement, you have completed but must settle any outstanding Fees owed for which we have not yet paid and legal title to the Supply Service before termination or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply accordance with the Contractterms of this agreement. 16.5. We No compensation will not be liable provided by us to you for any loss or cost you incur as a result of such this Agreement's termination, regardless of the reason, and you will not be entitled to a refund. 16.2 16.6. When a subscription is terminated by you or us, it is archived, and the data you submitted or created becomes inaccessible to you. We retain the data for a period consistent with our data retention policy, during which you, as a subscriber, can reactivate your subscription and regain access to your data by paying the subscription fees. 16.7. Unless a party maintains ongoing rights to use Confidential Information, upon the other party's request following the termination of these Terms, a party must promptly return or destroy all Confidential Information belonging to the other party that is in the first party's possession or control. 16.8. You may terminate this Contract immediately by giving written notice request a copy of any Data stored using the Service at any time up to one month after the termination date, provided that you cover our reasonable costs for supplying that copy. We must then provide a copy of the Data in a standard electronic format. We cannot guarantee that the Data's format will be compatible with any software with which you wish to use it. 16.9. We reserve the right to restrict or suspend your access to and use of the Service and/or delete, edit, or remove the relevant Data if we believe that you commit a breach of this Contract which isor your personnel have: (a) capable of rectification but which is not rectified jeopardized or attempted to our satisfaction within 10 days after notice in writing has been given jeopardize the Service's or any Underlying Systems' security or integrity; b) employed or tried to you requiring such breach to be remediedemploy the Service: i. for inappropriate purposes; or (bii. in a manner other than for normal operational purposes, significantly reducing the Service's operational performance; c) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2transmitted, we will: (a) be entitled to take possession of and useinputted, or require you to remove from the Sitestored any Data that violates or may violate these Terms or any third party's rights (including Intellectual Property Rights and privacy rights), your materialsor that is or may be objectionable, equipmentincorrect, tools, and other things intended for the Supplyor misleading; and (bor d) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damagesotherwise materially breached these Terms. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to the date of termination.

Termination and Suspension. 16.1 6.1. You may terminate an Order Confirmation (and, if applicable, this Agreement) at the end of the Initial Term or Further Term (as applicable) by giving Us 30 days’ Notice in advance of the commencement of a Further Term in accordance with clause 10.10. 6.2. If a party is in material breach of its obligations (which is capable of remedy) (the “Defaulting Party”) under this Agreement the other party (the “Non-Defaulting Party”) must provide Notice to the Defaulting Party providing the Defaulting Party 30 days to remedy the material breach. If the material breach is not remedied the Non-Defaulting Party may, without prejudice to its other rights and remedies and at its option, terminate the Agreement or any affected element of the Dext Product (provided such Dext Product can be effectively severed from the other Dext Products) by a further Notice to the Defaulting Party, such termination to be effective immediately on receipt of the further Notice (unless expressly agreed otherwise (in writing) between the parties). 6.3. Either party may terminate this Agreement with immediate effect on Notice if the other party is subject to an Event of Insolvency or in the event of a material breach incapable of remedy. 6.4. Without affecting any other right or remedy We may have under this Agreement We reserve the right to: 6.4.1. cancel Your subscription and delete Your account without notice if neither You nor any of Your Authorised Users have accessed Your account or used any of the Dext Products for at least 3 consecutive months. Each of Your Permitted Users will be considered as an independent and separate account for the purpose of calculating the inactive period; 6.4.2. suspend or cancel the provision of Dext Products and/or Documentation to You and/or Permitted Users from time to time at Our sole discretion; and 6.4.3. terminate the Contract this Agreement immediately if You undergo a change of Control, or otherwise at will any time by giving you written notice30 days’ Notice. 6.5. The termination of this Agreement or any Order Confirmation in whole or in part for whatever reason shall not affect any provision of this Agreement which is expressed, or by its nature, implied to continue, survive or come into force in the event of such termination. Upon termination of this Agreement in whole or in part for any reason: 6.5.1. You shall (without prejudice to any other rights and remedies) promptly pay to Us all Fees which are due or outstanding in respect of part of the Agreement or Order Confirmation that has been terminated; 6.5.2. the parties shall, upon the request of the other, either delete or return any Confidential Information, save for nothing will prevent either party from retaining any Confidential Information as may be required by applicable law or internal retention policies; 6.5.3. You and Your Permitted Users shall cease using the Dext Products and shall, at Our request, return or destroy as soon as reasonably practicable any copies of the Dext Product(s) or Documentation subject to such termination; 6.5.4. Subject to clause 2.15 of the Data Processor Agreement, We will action Your instruction pertaining to the return or deletion of Your personal data. 6.5.5. We will pay you for any Supply which you have completed but for which we have not yet paid and legal title may at Our discretion still provide You with access to the Supply or Goods shall pass Dext Products and/or Documentation provided that: • You only use the Dext Products to us upon payment. We will also pay for your reasonable costs retrieve any of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid Your Customer Data in advance for any Supply not completed or any Supply made but which does not comply accordance with the Contract. terms of this Agreement; • You access and use the Dext Products entirely at Your own risk and therefore We will shall not be liable to you for any loss claim, damages or cost you incur as a result other liability arising from or in connection with Your use of such the Dext Products post termination; and • We reserve the right to revoke all access to Your account, thus preventing You from accessing the Dext Products without Notice. 16.2 We may terminate this Contract immediately by giving written notice to you if you commit a breach of this Contract which is: (a) capable of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remedied; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost6.5.6. We may direct you to re-commence destroy or otherwise dispose of any of the Supply at any time Customer Data in Our possession, unless We receive, no later than ten days after any suspension and you must immediately comply. 16.6 Termination the date of the termination of this Contract will Agreement, a written request for the delivery to You of the then most recent back-up of the Customer Data. We shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of receipt of such a written request, provided that You have, at that time, paid all Fees and charges outstanding at and resulting from termination (whether or not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to due at the date of termination). You shall pay all reasonable expenses incurred by Us in returning or disposing of Customer Data.

Termination and Suspension. 16.1 12.1 Either party may terminate this Contract where the other party: (a) has breached a material term of this Contract and has not remedied the breach within 14 days of written notice to do so; or (b) is made bankrupt, becomes insolvent or an external administrator, liquidator or receiver is appointed. 12.2 If you fail to remedy a material breach of this Contract after written notice to do so pursuant to clause 12.1, including failing to make payment when due to us, in addition to our right to terminate this Contract we may also at our sole and absolute discretion: (a) retain possession of all or any of the Products; (b) cease or suspend any further deliveries of the Products to you; (c) resell part or all of the Products ordered by you; (d) recover the loss caused by your breach plus interest at the applicable court penalty interest rate, accruing from the earlier of the due date for payment and the date of the breach; (e) execute our rights under law to recover any loss caused by a breach by you of this Contract, including any court penalty interest accruing from the earlier of the due date for payment or the breach of this Contract by you; or (f) a combination of the above. 12.3 We may terminate the this Contract at will by giving you written notice. We will pay you any time for any Supply which reason (and without any requirement or provide a reason) by written notice to you. In the event we terminate pursuant to this clause 12.3 and you have completed but paid for which we have Products not yet delivered we can elect to: (a) deliver the Products; or (b) repay the amount paid and legal title to the Supply or Goods shall pass to us upon paymentin advance of the delivery of the Products. We Such repayment will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, constitute full and materialsfinal compensation payable by us under or in connection with this Contract. You will repay have no claim against us in relation to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We termination pursuant to this clause 12.3 and we will not be liable to you for any other loss or cost you incur as a result of such terminationincur. 16.2 We may terminate this Contract immediately by giving written notice to you if you commit a breach of this Contract which is: (a) capable of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remedied; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to the date of termination.

Termination and Suspension. 16.1 9.1 We may reserve the right to suspend the provision of the Services in the event that: 9.1.1 We are required to do so by law; 9.1.2 You have committed a breach of this Agreement; 9.1.3 You have failed to make payment of a sum due on the due date for payment in accordance with this Agreement; 9.1.4 Upon giving You reasonable notice, We need to undertake maintenance to the Services. 9.2 This Agreement shall terminate automatically upon the expiration of [YEARS] from the commencement of this Agreement 9.3 We can terminate the Contract at will Agreement by giving you written noticeYou 1 month notice in writing. 9.4 You shall be able to terminate the Agreement, at any point within the first month of this Agreement, by giving Us notice in writing. We will pay you for Where You terminate this Agreement in the first month in accordance with this clause 9.4 we shall refund to You any Supply which you sums You may already have completed but for which we paid to Us under this Agreement less a £350.00 set up cost already incurred by Us in the provision of the Services. Where You have terminated this Agreement in the first month in accordance with this clause 9.4 and You have not yet paid any sums due under this Agreement We shall invoice You for the £350.00 set up fee and legal title this shall be payable upon receipt. 9.5 We shall have the right to terminate the Agreement immediately in the event that we no longer have access to the Supply Platform or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result of such terminationServices. 16.2 We may terminate this Contract immediately 9.6 Either party shall have the right at any time by giving written notice to you if you commit a breach of this Contract which is: (a) capable of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given to you requiring such the other to terminate the Agreement immediately: 9.6.1 If the other party commits a material breach of any of the terms of the Agreement; 9.6.2 If the other party suspends, or threatens to be remediedsuspend, 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; or 9.6.3 if the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or 9.6.4 if a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the other party; or 9.6.5 any event occurs, or proceeding is taken, with respect to the other if any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.6.2 to clause 9.6.5 (b) not capable inclusive); or 9.6.6 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of rectificationtheir business; or 9.6.7 there is a change of Control of the other party. 16.3 If this Contract 9.7 Where the Agreement is terminated pursuant to clause 16.2terminated, we will: (a) be entitled to take possession of and useall rights, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, duties and the parties’ rights Terms and liabilities shall Conditions that expressly or impliedly have effect after termination will continue to be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to the date of enforceable despite termination.

Termination and Suspension. 16.1 10.1 If a party is in material or persistent breach of its obligations under this Agreement or a Statement of Work which is incapable of remedy or if capable of remedy, fails to remedy the same within 30 consecutive days (unless otherwise agreed between the parties acting reasonably) of written notice to do so by the other party, the other party may, without prejudice to its other rights and remedies and at its option, terminate by written notice, setting out full details, the Agreement or the affected Statement of Work (or both, as applicable), or any affected element of the Software or Services provided under it. 10.2 Either party may terminate this Agreement with immediate effect on written notice if the other party is subject to an Event of Insolvency. 10.3 We may terminate suspend the Contract at will Services immediately if You do not pay the Fees by giving the due dates. Suspension does not relieve you written notice. We will of any liability to pay you the Fees. 10.4 The termination of this Agreement or any Statement of Work in whole or in part for whatever reason shall not (i) affect any Supply provision of this Agreement which you is expressed, or by its nature, implied to continue, survive or come into force in the event of such termination (including, but not limited to, clauses 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15); or (ii) any right or liabilities which have completed but for which we have not yet paid and legal title accrued prior to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs dates of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result of such termination. 16.2 We may terminate this Contract immediately by giving written notice to you if you commit a breach 10.5 Upon termination (or expiry) of this Contract which isAgreement or any Statement of Work in whole or in part for any reason: 10.5.1 You shall pay to Us immediately: (ai) capable any Fees specified in the relevant Statement of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remedied; or (bWork(s) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would that have been incurred by You and duly account to Us at common law if you had repudiated this Contract and we had elected the date of termination/expiry any that have not already been received by Us; (ii) at Our discretion, an additional amount to treat this Contract as at reflect overall an end and recover damages. 16.4 We may terminate this Contract immediately equitable proportion of the total fees specified in the relevant Statement of Work commensurate to the proportion of the terminated Services carried out by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued Us prior to the date of termination; and (iii) any costs, fees and expenses that We have incurred prior to the date of termination and which cannot reasonably be cancelled; and 10.5.2 You shall cease all use of and access to the Services, Output Materials, Confidential Information (and, if applicable the Software) and shall, at Our request, return or destroy as soon as reasonably practicable any copies of the Software or Output Material, or Confidential Information You may have received from Us in connection with this Agreement except that You shall be entitled to retain one copy of such information in Your records solely for ensuring Your continued compliance with any continuing obligations under this Agreement.

Termination and Suspension. 16.1 We may terminate the Contract at will 11.1 MST may, by giving you written notice. We will pay you for any Supply which you have completed but for which we have not yet paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result of such termination. 16.2 We may terminate this Contract immediately by giving at least ten (10) business days’ written notice to you if you commit a breach CONSULTANT, terminate this Agreement, or suspend performance hereunder, in whole or in part at any time for MST’s convenience. CONSULTANT shall be compensated in accordance with the terms of the Agreement for Services satisfactorily performed prior to the effective date and time of termination or suspension. CONSULTANT shall have no right to recover lost profits on the balance of the contract work. 11.2 MST, by written notice given to CONSULTANT, may declare default in CONSULTANT’s performance of any term of this Contract which is: Agreement, specifying with particularity the basis for such default. CONSULTANT shall deliver a response thereto in writing to MST within two (a2) capable business days of rectification but which is not rectified receipt of the notice, setting forth a reasonable proposal to our satisfaction cure the default. If CONSULTANT fails to deliver the foregoing response on time or fails to cure the default within 10 ten (10) business days after receipt of the notice (or within such additional time the Parties may agree upon in writing has been given writing), MST may elect to you requiring such breach terminate this Agreement for cause by serving written notice thereof to be remedied; or (b) not capable of rectificationCONSULTANT. 16.3 If this Contract is terminated pursuant 11.3 In the event of such termination for cause, MST shall be relieved of any obligation of further payment to clause 16.2, we will: (a) CONSULTANT and may proceed with the work. The additional cost to MST of completing the Services shall be entitled to take possession of and use, or require you to remove deducted from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, sum due CONSULTANT and the parties’ balance, if any, shall be paid to CONSULTANT upon demand. The foregoing shall be in addition to any other legal or equitable remedies available to MST. 11.4 If, after termination for failure to fulfill contract obligations, it is determined that CONSULTANT was not in default, the rights and liabilities obligations of the parties shall be the same as they would have if the termination had been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damagesissued for the convenience of MST. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to the date of termination.

Termination and Suspension. 16.1 We 14.1 This Agreement shall continue until terminated in accordance with the provisions of this condition 14. 14.2 This Agreement may terminate the Contract be terminated at will any time: 14.2.1 by you giving us not less than one months' written notice; or 14.2.2 by us giving you not less than two months' written notice. We will pay you for any Supply which you have completed but for which we have not yet paid and legal title to the Supply or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We will not be liable to you for any loss or cost you incur as a result of such termination. 16.2 14.3 We may terminate this Contract Agreement immediately by giving written notice in writing to you if you commit a breach break this Agreement. 14.4 On termination of this Contract which isAgreement, howsoever occurring: (a) capable of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given 14.4.1 all Business Charge Cards issued to you requiring such breach must be disposed of by cutting off the bottom left hand corner, through the smartcard chip. We may ask that written confirmation is sent to be remedied; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supplyus confirming that all Business Charge Cards have been destroyed; and (b) not be obliged 14.4.2 provided we have given you any notices required by law, the whole of the outstanding balance due to make us under this Agreement will become immediately due and payable together with the repayment of the outstanding Card Transactions and any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damagesapplicable Charges. 16.4 14.5 We may terminate this Contract Agreement immediately by giving written notice if in writing and/or demand repayment of the outstanding balance on the Business Account and all Cardholder Accounts for breach of any of the Conditions of Use (see below). We will give you become insolvent or bankruptan opportunity to remedy such breaches (where remedy is possible) unless it is unreasonable to do so, and this Agreement will end unless you take the action required in accordance with the terms of any notice served by us which requires you to ensure that you promptly remedy the breach and its consequences. 16.5 14.6 We may direct you to suspend cancel or suspend: 14.6.1 your use of the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply Services at any time after if you or any suspension and you must immediately complyCardholder has broken this Agreement or the Conditions of Use repeatedly or seriously; or 14.6.2 the use of any Business Charge Card if we reasonably suspect fraudulent or other misuse of the Business Charge Card or that any security requirements relating to the use of the Business Charge Card, Business Charge Card details or PIN have been compromised. 16.6 Termination of this Contract 14.7 You will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued ensure that the Payment Account will remain open at least until all outstanding Card Transactions have been processed and until all amounts outstanding have been paid to the date of terminationus.

Termination and Suspension. 16.1 12.1 Either party may terminate this Contract where the other party: (a) has breached a material term of this Contract and has not remedied the breach within 14 days of written notice to do so; or (b) is made bankrupt, becomes insolvent or an external administrator, liquidator or receiver is appointed. 12.2 If you fail to remedy a material breach of this Contract after written notice to do so pursuant to clause 12.1, including failing to make payment when due to us, in addition to our right to terminate this Contract we may also at our sole and absolute discretion: (a) retain possession of all or any of the Products; (b) cease or suspend any further deliveries of the Products to you; (c) resell part or all of the Products ordered by you; (d) recover the loss caused by your breach plus interest at the applicable court penalty interest rate, accruing from the earlier of the due date for payment and the date of the breach; (e) execute our rights under law to recover any loss caused by a breach by you of this Contract, including any court penalty interest accruing from the earlier of the due date for payment or the breach of this Contract by you; or (f) a combination of the above. 12.3 We may terminate the this Contract at will by giving you written notice. We will pay you any time for any Supply which reason (and without any requirement or provide a reason) by written notice to you. In the event we terminate pursuant to this clause 12.3 and you have completed but paid for which we have Products not yet delivered we can elect to: (a) deliver the Products; or (b) repay the amount paid and legal title to the Supply or Goods shall pass to us upon paymentin advance of the delivery of the Products. We Such repayment will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, constitue full and materialsfinal compensation payable by us under or in connection with this Contract. You will repay have no claim against us in relation to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply with the Contract. We termination pursuant to this clause 12.3 and we will not be liable to you for any other loss or cost you incur as a result of such terminationincur. 16.2 We may terminate this Contract immediately by giving written notice to you if you commit a breach of this Contract which is: (a) capable of rectification but which is not rectified to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remedied; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 12.4 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to at the date of termination. 12.5 Any clause capable of continuing to apply after the delivery of the Products is completed or terminated for any reason shall do so.

Termination and Suspension. 16.1 9.1 We may reserve the right to suspend the provision of the Services in the event that: 9.1.1 We are required to do so by law; 9.1.2 You have committed a breach of this Agreement; 9.1.3 You have failed to make payment of a sum due on the due date for payment in accordance with this Agreement; 9.1.4 upon giving You reasonable notice, We need to undertake maintenance to the Services. 9.2 This Agreement shall terminate automatically upon the expiration of 12 months from the commencement of this Agreement. 9.3 We can terminate the Contract at will Agreement by giving you written noticeYou 30 days notice in writing. 9.4 You shall be able to terminate the Agreement, at any point within the first 30 days of this Agreement, by giving Us notice in writing. We will pay you for Where You terminate this Agreement in the first 30 days in accordance with this clause 9.4 we shall refund to You any Supply which you sums You may already have completed but for which we paid to Us under this Agreement less a £250.00 set up cost already incurred by Us in the provision of the Services. Where You have terminated this Agreement in the first 30 days in accordance with this clause 9.4 and You have not yet paid any sums due under this Agreement We shall invoice You for the £250.00 set up fee and legal title this shall be payable upon receipt. 9.5 We shall have the right to terminate the Agreement immediately in the event that we no longer have access to the Supply Platform or Goods the Services. 9.6 Either party shall pass have the right at any time by giving notice in writing to us upon payment. We will also the other to terminate the Agreement immediately: 9.6.1 If the other party commits a material breach of any of the terms of the Agreement; 9.6.2 If the other party suspends, or threatens to suspend, payment of its debts or is unable to pay for your reasonable costs 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 removal from Site section 123 of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed the Insolvency Act 1986; or 9.6.3 if the other party commences negotiations with all or any Supply made but which does not comply class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or 9.6.4 if a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the Contract. We winding up of the other party; or 9.6.5 any event occurs, or proceeding is taken, with respect to the other if any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.6.2 to clause 9.6.5 (inclusive); or 9.6.6 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of their business; or 9.6.7 there is a change of Control of the other party. 9.7 Where the Agreement is terminated, all rights, duties and the Terms and Conditions that expressly or impliedly have effect after termination will not continue to be liable to you for any loss or cost you incur as a result of such enforceable despite termination. 16.2 We 9.8 Suspected Violations - Milk Student Planners Ltd reserves the right to investigate complaints relating to use of the Services by Customer, Users, or someone using Services associated with Customer's Account, or any potential violation of the terms of this Agreement (including but not limited to the Acceptable Use Policy or Attachments). Notwithstanding any other terms, policies, or other rights available, Milk Student Planners Ltd may take any action it deems appropriate, including without limitation, disclosing information to enforcement agencies. In addition to any other remedies available to it, Milk Student Planners Ltd reserves the right to: 9.8.1 restrict Customer's access to or terminate any of the Services, as described above; 9.8.2 require the removal of offending Customer Data; or 9.8.3 exercise other rights and remedies available at law or in equity. 9.8.4 Except for an emergency as determined by Milk Student Planners Ltd or as may otherwise be required by law, before undertaking the remedies described in clauses 9.4 (Termination of Services by Milk Student Planners Ltd) and 9.5 (Suspected Violations), Milk Student Planners Ltd will attempt to notify the Customer by any reasonable practical means under the circumstances. Customer is required to immediately backup Customer Data or, where possible, demonstrate to Milk Student Planners Ltd that the violation has been remedied. Customer must take such action at most within three business days. 9.9 Termination by Customer - Customer may terminate this Contract immediately Agreement by giving serving 30 days written notice of termination in advance if Milk Student Planners Ltd repeatedly fails to you if you commit a breach observe or perform any serious material term or condition of this Contract which is: Agreement, including any Attachment, and such breach (a) if capable of rectification but which is not rectified to our satisfaction within 10 remedy) continues for thirty (30) days after receipt of a written notice in writing has been given to you from Customer specifying the breach and requiring such breach the same to be remedied; or (b) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2, we will: (a) be entitled to take possession of and use, or require you to remove from the Site, your materials, equipment, tools, and other things intended for the Supply; and (b) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to the date of termination.

Termination and Suspension. 16.1 We 16.1. Your subscription will persist, barring termination under this Termination clause, these Terms, and your entitlement to access and utilize the Service for the duration encompassed by the paid or payable fees. At the conclusion of each billing cycle ("Renewal Period"), depending on the contract offer, these terms are: a) presented once more, and upon written acceptance, continue for an additional period equivalent to the previous one or modified as agreed, assuming you persist in paying the subscription fee according to the pricing offered. b) automatically renewed for successive 12-month periods (each a "Renewal Period"), unless: i. either party provides written notice of termination to the other party at least 60 days before the end of the Term or any Renewal Period, in which case this agreement will terminate upon the expiration of the relevant Initial Term or Renewal Period; or ii. otherwise terminated following the provisions of this Agreement; and the Term, along with any subsequent Renewal Periods, shall constitute the Term. 16.2. If the subscription offering entails a minimum Term, the earliest possible termination date wil l coincide with that Term's expiration. 16.3. Either party may instantly terminate or suspend the Contract at will other party's subscription, access, and usage rights to the Service or any data by giving you written noticeproviding notice if the other party: a) breaches any of this Agreement's terms, andthe breach is not: i. remedied within 14 days following receipt of a notice from the first party requesting remediation; or ii. We will pay you capable of remediation; or b) encounters insolvency, liquidation, or bankruptcy, or appoints an administrator, receiver, liquidator, statutory manager, mortgagee's or chargee's agent, becomes subject to any form of insolvency action or external administration, or discontinues business for any Supply which reason. 16.4. Upon termination of this Agreement, you have completed but must settle any outstanding Fees owed for which we have not yet paid and legal title to the Supply Service before termination or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed or any Supply made but which does not comply accordance with the Contractterms of this agreement. 16.5. We No compensation will not be liable provided by us to you for any loss or cost you incur as a result of such this Agreement's termination, regardless of the reason, and you will not be entitled to a refund. 16.2 16.6. When a subscription is terminated by you or us, it is archived, and the data you submitted or created becomes inaccessible to you. We retain the data for a period consistent with our data retention policy, during which you, as a subscriber, can reactivate your subscription and regain access to your data by paying the subscription fees. 16.7. Unless a party maintains ongoing rights to use Confidential Information, upon the other party's request following the termination of these Terms, a party must promptly return or destroy all Confidential Information belonging to the other party that is in the first party's possession or control. 16.8. You may terminate this Contract immediately by giving written notice request a copy of any Data storedusing the Service at any time up to one month after the termination date, provided that you cover our reasonable costs for supplying that copy. We must then provide a copy of the Data in a standard electronic format. We cannot guarantee that the Data's fo rmat will be compatible with any software with which you wish to use it. 16.9. We reserve the right to restrict or suspend your access to and use of the Service and/or delete, edit, or remove the relevant Data if we believe that you commit a breach of this Contract which isor your personnel have: (a) capable of rectification but which is not rectified jeopardized or attempted to our satisfaction within 10 days after notice in writing has been given jeopardize the Service's or any Underlying Systems' security or integrity; b) employed or tried to you requiring such breach to be remediedemploy the Service: i. for inappropriate purposes; or (bii. in a manner other than for normal operational purposes, significantly reducing the Ser vice's operational performance; c) not capable of rectification. 16.3 If this Contract is terminated pursuant to clause 16.2transmitted, we will: (a) be entitled to take possession of and useinputted, or require you to remove from the Sitestored any Data that violates or may violate these Terms or any third party's rights (including Intellectual Property Rights and privacy rights), your materialsor that is or may be objectionable, equipmentincorrect, tools, and other things intended for the Supplyor misleading; and (bor d) not be obliged to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an end and recover damagesotherwise materially breached these Terms. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own cost. We may direct you to re-commence the Supply at any time after any suspension and you must immediately comply. 16.6 Termination of this Contract will not affect any right, power, remedy, obligation, duty or liability of any party under this Contract which has accrued to the date of termination.

Termination and Suspension. 16.1 We may terminate the Contract at will by giving this Agreement if you written notice. We will pay you for breach any Supply which you have completed but for which we have not yet paid and legal title to the Supply term of this Agreement or Goods shall pass to us upon payment. We will also pay for your reasonable costs of removal from Site of your workers, tools, temporary buildings, and materials. You will repay to us any amount paid in advance for any Supply not completed if a receiver or any Supply made but which does not comply with the Contract. We will not be liable liquidator is appointed to you for or if you enter into any loss arrangement with your creditors or cost assign your rights under this Agreement without our prior written consent or, in the case of an individual, you incur as a result of such terminationdie. 16.2 We may terminate this Contract immediately by giving written notice to you if you commit a breach of this Contract which issuspend the Service: (a) capable following due notice of rectification but which is reason and not rectified less than 5 working days prior to our satisfaction within 10 days after notice in writing has been given to you requiring such breach to be remedied; ora suspension taking place; (b) not capable If we assess that the you or the account status presents an unacceptably high credit risk to us; (c) If we reasonably suspect fraud or attempted fraud (d) If we are unable, for any reason including the default of rectificationa carrier, to provide the whole or part of the service; (e) if you become subject to any form of insolvency administration. 16.3 If this Contract is terminated pursuant you request reactivation of the Service that has been suspended due to clause 16.2lack of payment, we willmay request a bond of up to $1,000, which is to be applied to the first account issued following reactivation and payable by the due date of that invoice. This will be held until the conclusion of the Agreement period or 12 months, whichever is the longer. 16.4 If you churn your Service to another Carrier, all bond monies will be refunded within 14 days of the account being finalised. 16.5 If we suspend the Service, you will still remain liable for all monies due to us under this Agreement, during the period of such suspension. 16.6 If the Service has been suspended because of your breach of this Agreement, a fee of $75 (plus GST) is payable to reactivate the Service. 16.7 On termination of this Agreement: (a) be entitled to take possession of and use, or require you to remove from must pay all amounts due at the Site, your materials, equipment, tools, and other things intended for time the Supply; andAgreement ends; (b) not be obliged where we provide mobile services: (i) your rights to make any further payments to you, and the parties’ rights and liabilities shall be the same as they would have been at common law if you had repudiated this Contract and we had elected to treat this Contract as at an receive those services from us will end and recover damages. 16.4 We may terminate this Contract immediately by giving written notice if you become insolvent or bankrupt. 16.5 We may direct you to suspend the carrying out the Supply for any period of time and you must immediately comply at your own costreturn to us the SIM card that we provided to you; (ii) If we are supplying a SIM only service and you terminate the service before this Agreement ends an early termination fee of $500 per service is payable. (c) where we provide fixed wire services, if you terminate those services before this Agreement ends, you will pay us an early termination fee based on a genuine estimate of the loss (“Early Termination Fee”) we will incur from the early termination of this Agreement. The Early Termination Fee will be the amount of services and equipment charges billed per month for all the months up to the end of the originally agreed term. (d) Where you have purchased two or more of the following products from us: Mobile GSM, Fixed Line (Inbound, Long Distance and Local), Next Voice™, Video and Voice Conferencing or Data, and during the term of this Agreement you cancel the supply of one of the aforementioned products, the pricing of the remaining product or service will revert to the non-bundled (or non-discounted) rate, for the remainder of the term of this Agreement. (e) Where we provide data services, the Carrier may arrange for you to be supplied directly by the Carrier but the Carrier may not be able to make those arrangements immediately. Once the Carrier makes those arrangements, the Carrier’s then current tariff and terms will apply. 16.8 If a variation results from an amendment to our agreement with a Supplier or Carrier, we will notify you of the variation. We may direct will also offer you the right to re-commence terminate this Agreement within 42 days following the Supply at any time after any suspension and you must immediately comply. 16.6 Termination date of this Contract will not affect any right, power, remedy, obligation, duty the notice without incurring charges other than: usage or liability of any party under this Contract which has accrued network access charges to the date your Agreement would have ended; and outstanding amounts for installation of Vadacom Supplied Equipment. 16.9 If we provide a Service at a discount on payment over a set term and you terminate this Agreement before that term ends, you will be liable to pay the for the Service billed at our standard rates for the period prior to termination.