Common use of Termination of Service Agreement Clause in Contracts

Termination of Service Agreement. 32.1 Notwithstanding any other provision of a Service Agreement and/or, in the case of the Council, this Supplier Agreement, a Customer may terminate any Service Agreement awarded on a no fault basis at any time by giving the Service Provider 120 days’ notice in writing. The Customer may extend the period of notice at any time before it expires subject to agreement on the level of services to be provided by the Service Provider during the period of extension. 32.2 If either Party commits a fundamental breach of its obligations under any Service Agreement then the other Party may, without prejudice to any accrued rights or remedies, terminate the Service Agreement concerned by notice in writing having immediate effect. 32.3 A Customer may terminate a Service Agreement by notice in writing having immediate effect, without prejudice to any accrued rights or remedies, if any one or more of the following occurs: 32.3.1 the Service Provider has committed a persistent breach of the Service Agreement under Clause 30.4; 32.3.2 any information provided by the Service Provider during the process of selection of the Service Provider for the award of this Supplier Agreement or of a Service Agreement proves materially untrue or incorrect; 32.3.3 the Service Provider has obtained or received by whatever means any information which has given or was intended or likely to give the Service Provider any unfair advantage over any other participant in relation to the process for the award of this Supplier Agreement or the award of any Service Agreement under it; 32.3.4 an event described in Clause 23 (Corruption); 32.3.5 the Service Provider’s directors become bankrupt or the Service Provider makes a composition or arrangement with its creditors, or has a proposal in respect of its company for voluntary arrangement for a composition of debts, or scheme of arrangement approved in accordance with the Insolvency Xxx 0000; 32.3.6 the Service Provider has an application made under the Insolvency Xxx 0000 to the Court for the appointment of an administrative receiver or has an administrative receiver appointed; 32.3.7 the Service Provider has a provisional liquidator, receiver, or manager of its business or undertaking duly appointed; 32.3.8 the Service Provider has possession taken, by or on behalf of the holder of any debentures secured by a floating charge, of any property comprised in, or subject to, the floating charge; 32.3.9 the Service Provider is in circumstances that entitle the Court or a creditor to appoint, or have appointed, a receiver, a manager, or administrative receiver or which entitle the Court to make a winding-up order; 32.3.10 if there is a change of control in the share holding of the Service Provider; 32.3.11 where the Customer has, on grounds of breach of contract, terminated a contract between itself and the Service Provider other than the relevant Service Agreement; 32.3.12 where the Service Provider or any of its employees or sub- contractors becomes embroiled in matters attracting significant negative publicity liable to reflect adversely on the Customer, including but not limited to any occasion on which any of these persons is convicted of an arrestable offence; 32.3.13 where the Service Provider is an individual if he shall die or be adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Xxx 0000 or any amendment thereto. 32.4 If a Customer terminates a Service Agreement under this Clause 31 or otherwise the Customer shall: 32.4.1 cease to be under any obligation to make further payment to the Service Provider until all costs and damage resulting from or arising out of termination of the Service Agreement have been calculated; and 32.4.2 be entitled to deduct such costs from any sum or sums which would have been due to the Service Provider and/or be entitled to recover the costs from the Service Provider as a debt; and 32.4.3 be entitled to carry out the Service Agreement itself in whole or in part or engage any other person to provide the Services. 32.5 Where a Service Agreement shall terminate for whatsoever reason the Service Provider shall within 21 days from termination (or such reasonable period specified by the Customer) provide the Customer with sufficient information, material and documentation necessary to enable the Customer or a third party to continue or to re-procure the provision of the Services. Without prejudice to the Customer's other remedies, failure to comply with this Clause 31 may result in the Customer withholding any payment due until reasonable compliance by the Service Provider. 32.6 In addition and without prejudice to this Clause 31 if the Customer terminates a Service Agreement in accordance with 31.2, 31.3 or 31A.9 the Service Provider shall fully indemnify the Customer in respect of any loss or damage suffered as a consequence of termination including the cost of providing the Services for the remainder of the period of the Service Agreement to the extent that such cost exceeds the payment that otherwise would have been payable to the Service Provider. 32.7 The rights of a Customer under this Clause 31 are in addition to, and without prejudice to, any other rights that the Customer may have at law, under the relevant Service Agreement and/or, in the case of the Council, under the Supplier Agreement. 32.8 The provisions of Clauses 15.1, 15.2 (Service Provider's Indemnities) 19 (Confidentiality), 20 (IPR), 21 (Data Protection), 22 (FOIA) and 38 (TUPE Compliance on Termination) shall survive the termination of any Service Agreement together with any other provision which is either expressed to or by implication is intended to survive termination of a Service Agreement.

Termination of Service Agreement. 32.1 31.1 Notwithstanding any other provision of a Service Agreement and/or, in the case of the Council, this Supplier Agreement, a Customer may terminate any Service Agreement awarded on a no fault basis at any time by giving the Service Provider 120 days’ notice in writing. The Customer may extend the period of notice at any time before it expires subject to agreement on the level of services to be provided by the Service Provider during the period of extension. 32.2 31.2 If either Party commits a fundamental breach of its obligations under any Service Agreement then the other Party may, without prejudice to any accrued rights or remedies, terminate the Service Agreement concerned by notice in writing having immediate effect. 32.3 31.3 A Customer may terminate a Service Agreement by notice in writing having immediate effect, without prejudice to any accrued rights or remedies, if any one or more of the following occurs: 32.3.1 31.3.1 the Service Provider has committed a persistent breach of the Service Agreement under Clause 30.4; 32.3.2 31.3.2 any information provided by the Service Provider during the process of selection of the Service Provider for the award of this Supplier Agreement or of a Service Agreement proves materially untrue or incorrect; 32.3.3 31.3.3 the Service Provider has obtained or received by whatever means any information which has given or was intended or likely to give the Service Provider any unfair advantage over any other participant in relation to the process for the award of this Supplier Agreement or the award of any Service Agreement under it; 32.3.4 31.3.4 an event described in Clause 23 (Corruption); 32.3.5 31.3.5 the Service Provider’s directors become bankrupt or the Service Provider makes a composition or arrangement with its creditors, or has a proposal in respect of its company for voluntary arrangement for a composition of debts, or scheme of arrangement approved in accordance with the Insolvency Xxx 0000; 32.3.6 31.3.6 the Service Provider has an application made under the Insolvency Xxx 0000 to the Court for the appointment of an administrative receiver or has an administrative receiver appointed; 32.3.7 31.3.7 the Service Provider has a provisional liquidator, receiver, or manager of its business or undertaking duly appointed; 32.3.8 31.3.8 the Service Provider has possession taken, by or on behalf of the holder of any debentures secured by a floating charge, of any property comprised in, or subject to, the floating charge; 32.3.9 31.3.9 the Service Provider is in circumstances that entitle the Court or a creditor to appoint, or have appointed, a receiver, a manager, or administrative receiver or which entitle the Court to make a winding-up order; 32.3.10 31.3.10 if there is a change of control in the share holding of the Service Provider; 32.3.11 31.3.11 where the Customer has, on grounds of breach of contract, terminated a contract between itself and the Service Provider other than the relevant Service Agreement; 32.3.12 31.3.12 where the Service Provider or any of its employees or sub- contractors becomes embroiled in matters attracting significant negative publicity liable to reflect adversely on the Customer, including but not limited to any occasion on which any of these persons is convicted of an arrestable offence; 32.3.13 31.3.13 where the Service Provider is an individual if he shall die or be adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Xxx 0000 or any amendment thereto. 32.4 31.4 If a Customer terminates a Service Agreement under this Clause 31 or otherwise the Customer shall: 32.4.1 31.4.1 cease to be under any obligation to make further payment to the Service Provider until all costs and damage resulting from or arising out of termination of the Service Agreement have been calculated; and 32.4.2 31.4.2 be entitled to deduct such costs from any sum or sums which would have been due to the Service Provider and/or be entitled to recover the costs from the Service Provider as a debt; and 32.4.3 31.4.3 be entitled to carry out the Service Agreement itself in whole or in part or engage any other person to provide the Services. 32.5 31.5 Where a Service Agreement shall terminate for whatsoever reason the Service Provider shall within 21 days from termination (or such reasonable period specified by the Customer) provide the Customer with sufficient information, material and documentation necessary to enable the Customer or a third party to continue or to re-procure the provision of the Services. Without prejudice to the Customer's other remedies, failure to comply with this Clause 31 may result in the Customer withholding any payment due until reasonable compliance by the Service Provider. 32.6 31.6 In addition and without prejudice to this Clause 31 if the Customer terminates a Service Agreement in accordance with 31.2, 31.3 or 31A.9 the Service Provider shall fully indemnify the Customer in respect of any loss or damage suffered as a consequence of termination including the cost of providing the Services for the remainder of the period of the Service Agreement to the extent that such cost exceeds the payment that otherwise would have been payable to the Service Provider. 32.7 31.7 The rights of a Customer under this Clause 31 are in addition to, and without prejudice to, any other rights that the Customer may have at law, under the relevant Service Agreement and/or, in the case of the Council, under the Supplier Agreement., 32.8 31.8 The provisions of Clauses 15.1, 15.2 (Service Provider's Indemnities) 19 (ConfidentialityConfidentiality and Protection of Information), 20 (IPR), 21 (Data Protection), 22 (FOIA) and 38 (TUPE Compliance on Termination) shall survive the termination of any Service Agreement together with any other provision which is either expressed to or by implication is intended to survive termination of a Service Agreement.

Termination of Service Agreement. 32.1 31.1 Notwithstanding any other provision of a Service Agreement and/or, in the case of the Council, this Supplier Agreement, a Customer may terminate any Service Agreement awarded on a no fault basis at any time by giving the Service Provider 120 days’ notice in writing. The Customer may extend the period of notice at any time before it expires subject to agreement on the level of services to be provided by the Service Provider during the period of extension. 32.2 31.2 If either Party commits a fundamental breach of its obligations under any Service Agreement then the other Party may, without prejudice to any accrued rights or remedies, terminate the Service Agreement concerned by notice in writing having immediate effect. 32.3 31.3 A Customer may terminate a Service Agreement by notice in writing having immediate effect, without prejudice to any accrued rights or remedies, if any one or more of the following occurs: 32.3.1 31.3.1 the Service Provider has committed a persistent breach of the Service Agreement under Clause 30.4; 32.3.2 31.3.2 any information provided by the Service Provider during the process of selection of the Service Provider for the award of this Supplier Agreement or of a Service Agreement proves materially untrue or incorrect; 32.3.3 31.3.3 the Service Provider has obtained or received by whatever means any information which has given or was intended or likely to give the Service Provider any unfair advantage over any other participant in relation to the process for the award of this Supplier Agreement or the award of any Service Agreement under it; 32.3.4 31.3.4 an event described in Clause 23 (Corruption); 32.3.5 31.3.5 the Service Provider’s directors become bankrupt or the Service Provider makes a composition or arrangement with its creditors, or has a proposal in respect of its company for voluntary arrangement for a composition of debts, or scheme of arrangement approved in accordance with the Insolvency Xxx 0000; 32.3.6 31.3.6 the Service Provider has an application made under the Insolvency Xxx 0000 to the Court for the appointment of an administrative receiver or has an administrative receiver appointed; 32.3.7 31.3.7 the Service Provider has a provisional liquidator, receiver, or manager of its business or undertaking duly appointed; 32.3.8 31.3.8 the Service Provider has possession taken, by or on behalf of the holder of any debentures secured by a floating charge, of any property comprised in, or subject to, the floating charge; 32.3.9 31.3.9 the Service Provider is in circumstances that entitle the Court or a creditor to appoint, or have appointed, a receiver, a manager, or administrative receiver or which entitle the Court to make a winding-up order; 32.3.10 31.3.10 if there is a change of control in the share holding of the Service Provider; 32.3.11 31.3.11 where the Customer has, on grounds of breach of contract, terminated a contract between itself and the Service Provider other than the relevant Service Agreement; 32.3.12 31.3.12 where the Service Provider or any of its employees or sub- contractors becomes embroiled in matters attracting significant negative publicity liable to reflect adversely on the Customer, including but not limited to any occasion on which any of these persons is convicted of an arrestable offence; 32.3.13 31.3.13 where the Service Provider is an individual if he shall die or be adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Xxx 0000 or any amendment thereto. 32.4 31.4 If a Customer terminates a Service Agreement under this Clause 31 or otherwise the Customer shall: 32.4.1 31.4.1 cease to be under any obligation to make further payment to the Service Provider until all costs and damage resulting from or arising out of termination of the Service Agreement have been calculated; and 32.4.2 31.4.2 be entitled to deduct such costs from any sum or sums which would have been due to the Service Provider and/or be entitled to recover the costs from the Service Provider as a debt; and 32.4.3 31.4.3 be entitled to carry out the Service Agreement itself in whole or in part or engage any other person to provide the Services. 32.5 31.5 Where a Service Agreement shall terminate for whatsoever reason the Service Provider shall within 21 days from termination (or such reasonable period specified by the Customer) provide the Customer with sufficient information, material and documentation necessary to enable the Customer or a third party to continue or to re-procure the provision of the Services. Without prejudice to the Customer's other remedies, failure to comply with this Clause 31 may result in the Customer withholding any payment due until reasonable compliance by the Service Provider. 32.6 31.6 In addition and without prejudice to this Clause 31 if the Customer terminates a Service Agreement in accordance with 31.2, 31.3 or 31A.9 the Service Provider shall fully indemnify the Customer in respect of any loss or damage suffered as a consequence of termination including the cost of providing the Services for the remainder of the period of the Service Agreement to the extent that such cost exceeds the payment that otherwise would have been payable to the Service Provider. 32.7 31.7 The rights of a Customer under this Clause 31 are in addition to, and without prejudice to, any other rights that the Customer may have at law, under the relevant Service Agreement and/or, in the case of the Council, under the Supplier Agreement. 32.8 31.8 The provisions of Clauses 15.1, 15.2 (Service Provider's Indemnities) 19 (ConfidentialityConfidentiality and Protection of Information), 20 (IPR), 21 (Data Protection), 22 (FOIA) and 38 (TUPE Compliance on Termination) shall survive the termination of any Service Agreement together with any other provision which is either expressed to or by implication is intended to survive termination of a Service Agreement.

Termination of Service Agreement. 32.1 31.1 Notwithstanding any other provision of a Service Agreement and/or, in the case of the Council, this Supplier Agreement, a Customer either party may terminate any Service Agreement awarded on a no fault basis at any time by giving the Service Provider 120 at least 28 days’ notice written notice, or 3 months for established Service Users who have lived in writingthe home for more than 2 years to the other. This period may, however be reduced if mutually agreed between the relevant Parties. The Customer may extend period of notice will run from receipt of notification (notification can be by e-mail, fax or posted). During the period of notice at any time before it expires subject both parties shall co-operate to agreement on ensure that the level interests of services to be provided by the Service Provider during the period of extensionUser shall be met under whatever new arrangements may be proposed. 32.2 31.2 If either Party commits a fundamental breach of its obligations under any Service Agreement, Placement Agreement or this Supplier Agreement then the other Party may, without prejudice to any accrued rights or remedies, terminate the Service Agreement or Placement Agreement concerned by notice in writing having immediate effect. 32.3 31.3 A Customer may terminate a Service Agreement by notice in writing having immediate effect, without prejudice to any accrued rights or remedies, if any one or more of the following occurs: 32.3.1 31.3.1 the Service Provider has committed a persistent breach of the Service Agreement under Clause 30.4; 32.3.2 31.3.2 any information provided by the Service Provider during the process of selection of the Service Provider for the award of this Supplier Agreement or of a Service Agreement proves materially untrue or incorrect; 32.3.3 31.3.3 the Service Provider has obtained or received by whatever means any information which has given or was intended or likely to give the Service Provider any unfair advantage over any other participant in relation to the process for the award of this Supplier Agreement or the award of any Service Agreement under it; 32.3.4 31.3.4 an event described in Clause 23 (Corruption); 32.3.5 31.3.5 the Service Provider’s directors become bankrupt or the Service Provider makes a composition or arrangement with its creditors, or has a proposal in respect of its company for voluntary arrangement for a composition of debts, or scheme of arrangement approved in accordance with the Insolvency Xxx 0000Act 1986; 32.3.6 31.3.6 the Service Provider has an application made under the Insolvency Xxx 0000 Act 1986 to the Court for the appointment of an administrative receiver or has an administrative receiver appointed; 32.3.7 31.3.7 the Service Provider has a provisional liquidator, receiver, or manager of its business or undertaking duly appointed; 32.3.8 31.3.8 the Service Provider has possession taken, by or on behalf of the holder of any debentures secured by a floating charge, of any property comprised in, or subject to, the floating charge; 32.3.9 31.3.9 the Service Provider is in circumstances that entitle the Court or a creditor to appoint, or have appointed, a receiver, a manager, or administrative receiver or which entitle the Court to make a winding-up order; 32.3.10 31.3.10 if there is a change of control in the share holding of the Service Provider; 32.3.11 31.3.11 where the Customer has, on grounds of breach of contract, terminated a contract between itself and the Service Provider other than the relevant Service Agreement; 32.3.12 31.3.12 where the Service Provider or any of its employees or sub- contractors subcontractors becomes embroiled in matters attracting significant negative publicity liable to reflect adversely on the Customer, including but not limited to any occasion on which any of these persons is convicted of an arrestable offence; 32.3.13 31.3.13 where the Service Provider is an individual if he shall die or be adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Xxx 0000 Act 1983 or any amendment thereto. 32.4 31.4 If a Customer terminates a Service Agreement under this Clause 31 or otherwise the Customer shall: 32.4.1 31.4.1 cease to be under any obligation to make further payment to the Service Provider until all costs and damage resulting from or arising out of termination of the Service Agreement have been calculated; and 32.4.2 31.4.2 be entitled to deduct such costs from any sum or sums which would have been due to the Service Provider and/or be entitled to recover the costs from the Service Provider as a debt; and 32.4.3 31.4.3 be entitled to carry out the Service Agreement itself in whole or in part or engage any other person to provide the Services. 32.5 31.5 Where a Service Agreement shall terminate for whatsoever reason the Service Provider shall within 21 days from termination (or such reasonable period specified by the Customer) provide the Customer with sufficient information, material and documentation necessary to enable the Customer or a third party to continue or to re-procure the provision of the Services. Without prejudice to the Customer's other remedies, failure to comply with this Clause 31 may result in the Customer withholding any payment due until reasonable compliance by the Service Provider. 32.6 31.6 In addition and without prejudice to this Clause 31 if the Customer terminates a Service Agreement in accordance with 31.2, 31.3 or 31A.9 the Service Provider shall fully indemnify the Customer in respect of any loss or damage suffered as a consequence of termination including the cost of providing the Services for the remainder of the period of the Service Agreement to the extent that such cost exceeds the payment that otherwise would have been payable to the Service Provider. 32.7 31.7 The rights of a Customer under this Clause 31 are in addition to, and without prejudice to, any other rights that the Customer may have at law, under the relevant Service Agreement and/or, in the case of the Council, under the Supplier Agreement. 32.8 31.8 The provisions of Clauses 15.1, 15.2 (Service Provider's Indemnities) 19 (ConfidentialityConfidentiality and Protection of Information), 20 (IPR), 21 (Data Protection), 22 (FOIA) and 38 (TUPE Compliance on Termination) shall survive the termination of any Service Agreement together with any other provision which is either expressed to or by implication is intended to survive termination of a Service Agreement.

Termination of Service Agreement. 32.1 31.1 Notwithstanding any other provision of a Service Agreement and/or, in the case of the Council, this Supplier Agreement, a Customer either party may terminate any Service Agreement awarded on a no fault basis at any time by giving the Service Provider 120 at least 28 days’ notice written notice, or 3 months for established Service Users who have lived in writingthe home for more than 2 years to the other. This period may, however be reduced if mutually agreed between the relevant Parties. The Customer may extend period of notice will run from receipt of notification (notification can be by e-mail, fax or posted). During the period of notice at any time before it expires subject both parties shall co-operate to agreement on ensure that the level interests of services to be provided by the Service Provider during the period of extensionUser shall be met under whatever new arrangements may be proposed. 32.2 31.2 If either Party commits a fundamental breach of its obligations under any Service Agreement, Placement Agreement or this Supplier Agreement then the other Party may, without prejudice to any accrued rights or remedies, terminate the Service Agreement or Placement Agreement concerned by notice in writing having immediate effect. 32.3 31.3 A Customer may terminate a Service Agreement by notice in writing having immediate effect, without prejudice to any accrued rights or remedies, if any one or more of the following occurs: 32.3.1 31.3.1 the Service Provider has committed a persistent breach of the Service Agreement under Clause 30.4; 32.3.2 31.3.2 any information provided by the Service Provider during the process of selection of the Service Provider for the award of this Supplier Agreement or of a Service Agreement proves materially untrue or incorrect; 32.3.3 31.3.3 the Service Provider has obtained or received by whatever means any information which has given or was intended or likely to give the Service Provider any unfair advantage over any other participant in relation to the process for the award of this Supplier Agreement or the award of any Service Agreement under it; 32.3.4 31.3.4 an event described in Clause 23 (Corruption); 32.3.5 31.3.5 the Service Provider’s directors become bankrupt or the Service Provider makes a composition or arrangement with its creditors, or has a proposal in respect of its company for voluntary arrangement for a composition of debts, or scheme of arrangement approved in accordance with the Insolvency Xxx 0000; 32.3.6 31.3.6 the Service Provider has an application made under the Insolvency Xxx 0000 to the Court for the appointment of an administrative receiver or has an administrative receiver appointed; 32.3.7 31.3.7 the Service Provider has a provisional liquidator, receiver, or manager of its business or undertaking duly appointed; 32.3.8 31.3.8 the Service Provider has possession taken, by or on behalf of the holder of any debentures secured by a floating charge, of any property comprised in, or subject to, the floating charge; 32.3.9 31.3.9 the Service Provider is in circumstances that entitle the Court or a creditor to appoint, or have appointed, a receiver, a manager, or administrative receiver or which entitle the Court to make a winding-up order; 32.3.10 31.3.10 if there is a change of control in the share holding of the Service Provider; 32.3.11 31.3.11 where the Customer has, on grounds of breach of contract, terminated a contract between itself and the Service Provider other than the relevant Service Agreement; 32.3.12 31.3.12 where the Service Provider or any of its employees or sub- contractors subcontractors becomes embroiled in matters attracting significant negative publicity liable to reflect adversely on the Customer, including but not limited to any occasion on which any of these persons is convicted of an arrestable offence; 32.3.13 31.3.13 where the Service Provider is an individual if he shall die or be adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Xxx 0000 or any amendment thereto. 32.4 31.4 If a Customer terminates a Service Agreement under this Clause 31 or otherwise the Customer shall: 32.4.1 31.4.1 cease to be under any obligation to make further payment to the Service Provider until all costs and damage resulting from or arising out of termination of the Service Agreement have been calculated; and 32.4.2 31.4.2 be entitled to deduct such costs from any sum or sums which would have been due to the Service Provider and/or be entitled to recover the costs from the Service Provider as a debt; and 32.4.3 31.4.3 be entitled to carry out the Service Agreement itself in whole or in part or engage any other person to provide the Services. 32.5 31.5 Where a Service Agreement shall terminate for whatsoever reason the Service Provider shall within 21 days from termination (or such reasonable period specified by the Customer) provide the Customer with sufficient information, material and documentation necessary to enable the Customer or a third party to continue or to re-procure the provision of the Services. Without prejudice to the Customer's other remedies, failure to comply with this Clause 31 may result in the Customer withholding any payment due until reasonable compliance by the Service Provider. 32.6 31.6 In addition and without prejudice to this Clause 31 if the Customer terminates a Service Agreement in accordance with 31.2, 31.3 or 31A.9 the Service Provider shall fully indemnify the Customer in respect of any loss or damage suffered as a consequence of termination including the cost of providing the Services for the remainder of the period of the Service Agreement to the extent that such cost exceeds the payment that otherwise would have been payable to the Service Provider. 32.7 31.7 The rights of a Customer under this Clause 31 are in addition to, and without prejudice to, any other rights that the Customer may have at law, under the relevant Service Agreement and/or, in the case of the Council, under the Supplier Agreement. 32.8 31.8 The provisions of Clauses 15.1, 15.2 (Service Provider's Indemnities) 19 (ConfidentialityConfidentiality and Protection of Information), 20 (IPR), 21 (Data Protection), 22 (FOIA) and 38 (TUPE Compliance on Termination) shall survive the termination of any Service Agreement together with any other provision which is either expressed to or by implication is intended to survive termination of a Service Agreement.

Termination of Service Agreement. 32.1 31.1 Notwithstanding any other provision of a Service Agreement and/or, in the case of the Council, of this Supplier Agreement, a Customer either Party may terminate any Service Agreement awarded on a no fault basis at any time by giving the Service Provider 120 at least 28 days’ written notice in writingto the other. This period may, however, be reduced if mutually agreed between the relevant Parties. The Customer may extend period of notice will run from receipt of notification (notification can be by e-mail, fax or post). During the period of notice at any time before it expires subject both parties shall co- operate to agreement on ensure that the level interests of services to be provided by the Service Provider during the period of extensionUser shall be met under whatever new arrangements may be proposed. 32.2 31.2 If either a Party commits a fundamental breach of its obligations under any Service Agreement including under any terms deemed to be incorporated from this Supplier Agreement then the other Party may, without prejudice to any accrued rights or remedies, terminate the Service Agreement concerned by notice in writing having immediate effect. 32.3 31.3 A Customer may terminate a Service Agreement by notice in writing having immediate effect, without prejudice to any accrued rights or remedies, if any one or more of the following occurs: 32.3.1 31.3.1 the Service Provider has committed a persistent breach of the Service Agreement under Clause 30.4; 32.3.2 31.3.2 any information provided by the Service Provider during the process of selection of the Service Provider for admission to the DPS or the award of this Supplier Agreement or of a Service Agreement proves materially untrue or incorrect; 32.3.3 31.3.3 the Service Provider has obtained or received by whatever means any information which has given or was intended or likely to give the Service Provider any unfair advantage over any other participant in relation to the process for admission to the award of this Supplier Agreement DPS or the award of any Service Agreement under itthis Supplier Agreement; 32.3.4 31.3.4 an event described in Clause 23 (Corruption); 32.3.5 31.3.5 the Service Provider’s directors become bankrupt or the Service Provider makes a composition or arrangement with its creditors, or has a proposal in respect of its company for voluntary arrangement for a composition of debts, or scheme of arrangement approved in accordance with the Insolvency Xxx 0000; 32.3.6 31.3.6 the Service Provider has an application made under the Insolvency Xxx 0000 to the Court for the appointment of an administrative receiver or has an administrative receiver appointed; 32.3.7 31.3.7 the Service Provider has a provisional liquidator, receiver, or manager of its business or undertaking duly appointed; 32.3.8 31.3.8 the Service Provider has possession taken, by or on behalf of the holder of any debentures secured by a floating charge, of any property comprised in, or subject to, the floating charge; 32.3.9 31.3.9 the Service Provider is in circumstances that entitle the Court or a creditor to appoint, or have appointed, a receiver, a manager, or administrative receiver or which entitle the Court to make a winding-winding- up order; 32.3.10 31.3.10 if there is a change of control in the share holding shareholding of the Service Provider; 32.3.11 31.3.11 where the Customer has, on grounds of breach of contract, terminated a contract between itself and the Service Provider other than the relevant Service Agreement; 32.3.12 31.3.12 where the Service Provider or any of its employees or sub- contractors subcontractors becomes embroiled in matters attracting significant negative publicity liable to reflect adversely on the Customer, including but not limited to any occasion on which any of these persons is convicted of an arrestable offence; 32.3.13 31.3.13 where the Service Provider is an individual if he shall die or be adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Xxx 0000 or any amendment thereto. 32.4 31.4 If a Customer terminates a Service Agreement under this Clause 31 or otherwise the Customer shall: 32.4.1 31.4.1 cease to be under any obligation to make further payment to the Service Provider until all costs and damage resulting from or arising out of termination of the Service Agreement have been calculated; and 32.4.2 31.4.2 be entitled to deduct such costs from any sum or sums which would have been due to the Service Provider and/or be entitled to recover the costs from the Service Provider as a debt; and 32.4.3 31.4.3 be entitled to carry out the Service Agreement itself in whole or in part or engage any other person to provide the Services. 32.5 31.5 Where a Service Agreement shall terminate for whatsoever reason the Service Provider shall within 21 days from termination (or such reasonable period specified by the Customer) provide the Customer with sufficient information, material and documentation necessary to enable the Customer or a third party to continue or to re-procure the provision of the Services. Without prejudice to the Customer's other remedies, failure to comply with this Clause 31 may result in the Customer withholding any payment due until reasonable compliance by the Service Provider. 32.6 31.6 In addition and without prejudice to this Clause 31 if the Customer terminates a Service Agreement in accordance with Clauses 31.2, 31.3 or 31A.9 the Service Provider shall fully indemnify the Customer in respect of any loss or damage suffered as a consequence of termination including the cost of providing the Services for the remainder of the period of the Service Agreement to the extent that such cost exceeds the payment that otherwise would have been payable to the Service Provider. 32.7 31.7 The rights of a Customer under this Clause 31 are in addition to, and without prejudice to, any other rights that the Customer may have at law, under the relevant Service Agreement and/or, in the case of the Council, under the Supplier Agreement. 32.8 31.8 The provisions of Clauses 15.1, 15.2 (Service Provider's Indemnities) ), 19 (ConfidentialityConfidentiality and Protection of Information), 20 (IPR), 21 (Data Protection), 22 (FOIA) and 38 (TUPE Compliance on Termination) shall survive the termination of any Service Agreement together with any other provision which is either expressed to or by implication is intended to survive termination of a Service Agreement.