Common use of Termination on Material Default Clause in Contracts

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a) and 40.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 (Services), Error: Reference source not found ), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 (Confidentiality), 55.6.2 (Prevention of Fraud and Xxxxxxx); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a36.2.1(b) and 40.2.1(b36.2.1(c) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 7.4.2 (Provision of Services), Error: Reference source not found 8.4.2 (Provision of Goods), 14.1 13.1 (Critical Service Level Failure), 16.4 15.4 (Disruption), 21.5 20.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.4.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and Xxxxxxx); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 4.2e (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Contract Order Form) of the value of the Supplier’s Suppliers aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a) 25.3 and 40.2.1(b) 25.4 (Liability)) ; the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 (Services), Error: Reference source not found ), 14.1 (Critical Service Level Failure), 16.4 10.4 (Disruption), 21.5 12.5 (Records, Audit Access and Open Book Data), 24 15 (Promoting Tax Compliance), 36.3.9 23.18 (Confidentiality), 55.6.2 39.6b (Prevention of Fraud and XxxxxxxBribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Contract Schedule 5 (Staff Transfer) ; the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . the Supplier has been struck off the current and in force ESFA register. For the purpose of Clause 45.2.130.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a36.2.1(a) and 40.2.1(b36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 (Services), Error: Reference source not found 9.3.2 and 9.5.1 (Goods), 10.2 (Installation Works), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.3.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and Xxxxxxx); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 4.2e) (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Contract Order Form) of the value of the Supplier’s Suppliers aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a) 25.3 and 40.2.1(b) 25.4 (Liability)) ; the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 (Services), Error: Reference source not found ), 14.1 (Critical Service Level Failure), 16.4 10.4 (Disruption), 21.5 12.5 (Records, Audit Access and Open Book Data), 24 15 (Promoting Tax Compliance), 36.3.9 23.18 (Confidentiality), 55.6.2 39.6b) (Prevention of Fraud and XxxxxxxBribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Contract Schedule 5 (Staff Transfer) ; the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . the Supplier has been struck off the current and in force ESFA register. For the purpose of Clause 45.2.130.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Contract Order Form) of the value of the Supplier’s Suppliers aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a36.2.1(a) and 40.2.1(b36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 8.4.2 (Services), Error: Reference source not found 9.4.2 and 9.6.1 (Goods), 10.3 (Installation Works), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.3.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and XxxxxxxBribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Contract Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Contract by issuing a Termination Notice to the Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Suppliers ability to supply the Goods and/or Services under this Contract; or could reasonably be expected to have an adverse impact on the Suppliers ability to supply the Goods and/or Services under this Contract. Termination on Insolvency The Customer may terminate this Contract by issuing a Termination Notice to the Supplier where an Insolvency Event affecting the Supplier occurs. Termination on Change of Control The Supplier shall notify the Customer immediately in writing and as soon as the Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Supplier shall ensure that any notification made pursuant to Clause 41.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Contract by issuing a Termination Notice under Clause 41.5 to the Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Contract by issuing a Termination Notice to the Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

Termination on Material Default. The Customer Authority may terminate this Call Off Contract Dynamic Marketplace Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Contract pursuant to paragraph 8.2 of DMP Schedule 5 (Call for Competition Procedure); (b) a Contracting Authority terminates a Contract for the Supplier’s breach of that Contract; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Levy due; (d) the Authority conducts an assessment pursuant to Clause 14.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; (e) the Supplier refuses or fails to comply with its obligations as set out in DMP Schedule 12 (Continuous Improvement); (f) in the event of two or more failures by the Supplier to meet the KPI Targets whether the failures relate to the same or different KPI targets, in any rolling period of three (3) months; (g) the Authority expressly reserves the right to terminate this Dynamic Marketplace Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition) Clause 19.1.4(b) (Variation Procedure); Clause 32.1.4 (Authority Remedies); Clause 27.2.10 (Confidentiality); Clause 40.6.2 (Prevention of Fraud and Bribery); Clause 36.1.2 (Compliance with the Law); Clause 41.3 (Conflicts of Interest); Schedule 9 (Management Information); and/or anywhere that is stated in this Dynamic Marketplace Agreement that the Supplier by its act or omission will have committed a material Default; (h) the Supplier commits a Critical Service Level Failurematerial Default of any of the following Clauses or DMP Schedules: Clause 7 (Representations and Warranties) except Clause 7.2.6; Clause 11 (Dynamic Marketplace Agreement Performance); [Clause 14 (Minimum Standards of Reliability);] Clause 18 (Records, Audit Access and Open Book Data); Clause 20 (Management Levy); Clause 21 (Promoting Tax Compliance); Clause 24 (Supply Chain Rights and Protection); Clause 27.1 (Provision of Management Information); Clause 27.3 (Transparency and Freedom of Information); Clause 27.4 (Protection of Personal Data); and/or paragraph 1.2 of Part B of DMP Schedule 2 (Goods and/or Services and Key Performance Indicators). (i) the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer Authority are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a; (j) and 40.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 (Services), Error: Reference source not found ), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 (Confidentiality), 55.6.2 (Prevention of Fraud and Xxxxxxx); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the CustomerAuthority, capable of remedy; and/or and/or (k) the Supplier commits a Default, including a material Default, which in the opinion of the Customer Authority is remediable but has not remedied such Default to the satisfaction of the Customer Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether any instructions of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material DefaultAuthority.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a36.(b) and 40.2.1(b36.(c) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 7.4.2 (Provision of Services), Error: Reference source not found 8.4.2 (Provision of Goods), 14.1 13.1 (Critical Service Level Failure), 16.4 15.4 (Disruption), 21.5 20.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.4.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and Xxxxxxx); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a36.2.1(a) and 40.2.1(b36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 8.4.2 (Services), Error: Reference source not found 9.4.2 and 9.6.1 (Goods), 10.4 (Installation Works), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.3.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and Xxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. 41.2.1 The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: : (a) the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Contract Order Form) of the value of the Supplier’s Suppliers aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a36.2.1(a) and 40.2.1(b36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 8.4.2 (Services), Error: Reference source not found 9.4.2 and 9.6.1 (Goods), 10.3 (Installation Works), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.3.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and XxxxxxxBribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Contract Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . 41.2.2 For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Call-Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a33.2.1(a) and 40.2.1(b33.2.1.(b) (Liability); the Customer expressly reserves the right to terminate this Call Call-Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 6.1.8 (Implementation Plan), 8.3.2 7.4.2 (Services), Error: Reference source not found ), 14.1 11.1 (Critical Service Level Failure), 16.4 13.4 (Disruption), 21.5 19.5 (Records, Audit Access and Open Book Data), 24 2126 (Promoting Tax Compliance), 36.3.9 42.1.22 (Confidentiality), 55.6.2 68.6.2 (Prevention of Fraud and Xxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call-Off Schedule 11 (Staff Transfer); the Supplier commits any material Default of this Call Call-Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . For the purpose of Clause 45.2.153.1.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 4.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Call Off Order Form) of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a38.2.1(a) and 40.2.1(b38.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 7.2.3 (Implementation Plan), 8.3.2 9.4.2 (Services), Error: Reference source not found 10.4.2 and 10.6.1 (Goods), 14.1 12.3 (Installation Works), 16.1 (Critical Service Level Failure), 16.4 18.4 (Disruption), 21.5 23.5 (Records, Audit Access and Open Book Data), 24 26 (Promoting Tax Compliance), 36.3.9 (Confidentiality), 55.6.2 52.6.2 (Prevention of Fraud and Xxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Call Off Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . For the purpose of Clause 45.2.143.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a34.2.1(a) and 40.2.1(b34.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 (Services), Error: Reference source not found ), 14.1 12.1 (Critical Service Level Failure), 16.4 14.4 (Disruption), 21.5 19.5 (Records, Audit Access and Open Book Data), 24 22 (Promoting Tax Compliance), 36.3.9 32.3.9 (Confidentiality), 55.6.2 48.6.2 (Prevention of Fraud and Xxxxxxx); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.139.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Contract Order Form) of the value of the Supplier’s Suppliers aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a46.2.1(a) and 40.2.1(b46.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 6.1.8 (Implementation Plan), 8.3.2 10.1.9 (Services), Error: Reference source not found 12.3.2 and 12.5.1 (Goods), 14.1 13.3 (Installation Works), 17.1 (Critical Service Level Failure), 16.4 19.4 (Disruption), 21.5 24.5 (Records, Audit Access and Open Book Data), 24 29 (Promoting Tax Compliance), 36.3.9 44.1.22 (Confidentiality), 55.6.2 60.6.2 (Prevention of Fraud and Xxxxxxx), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Contract Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . For the purpose of Clause 45.2.151.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Contract by issuing a Termination Notice to the Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Suppliers ability to supply the Goods and/or Services under this Contract; or could reasonably be expected to have an adverse impact on the Suppliers ability to supply the Goods and/or Services under this Contract. Termination on Insolvency The Customer may terminate this Contract by issuing a Termination Notice to the Supplier where an Insolvency Event affecting the Supplier occurs. Termination on Change of Control The Supplier shall notify the Customer immediately in writing and as soon as the Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Supplier shall ensure that any notification made pursuant to Clause 51.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Contract by issuing a Termination Notice under Clause 51.5 to the Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Contract by issuing a Termination Notice to the Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).

Termination on Material Default. 34.2.1 The Customer Authority may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: : (a) the Supplier commits a Critical Service Level Failure; ; (b) the representation and warranty given by the Supplier pursuant to Clause 3.2.5 3 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; ; (c) as a result of any Defaults, the Customer Authority incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a29.2.1(b) and 40.2.1(b29.2.1(c) (Liability); ; (d) the Customer Authority expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 6.1 (Implementation Plan), 8.3.2 (Provision of Services), Error: Reference source not found ), 14.1 9 (Critical Service Level Failure), 16.4 11.4 (Disruption), 21.5 16 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 27.2 (Confidentiality), 55.6.2 43 (Prevention of Fraud and XxxxxxxBribery); ; (e) the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the CustomerAuthority, capable of remedy; and/or and or (f) the Supplier commits a Default, including a material Default, which in the opinion of the Customer Authority is remediable but has not remedied such Default to the satisfaction of the Customer Authority in accordance with the Rectification Plan Process; ; 34.2.2 For the purpose of Clause 45.2.134.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a) Error: Reference source not found and 40.2.1(b36.2.1(d) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 7.4.2 (Provision of Services), Error: Reference source not found 8.4.2 (Provision of Goods), 14.1 13.1 (Critical Service Level Failure), 16.4 15.4 (Disruption), 21.5 20.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.4.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and Xxxxxxx); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. 31.2.1 The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the : a) The Supplier commits a Critical Service Level Failure; the b) The representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as ; c) As a result of any Defaults, Defaults the Customer incurs Losses losses in any a Contract Year which exceed exceeds 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year year as set out in Clauses 40.2.1(aClause 26.2; d) and 40.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 Clauses 6.2.3, 7.5.2, 11.1, 12.4, 16.5, 24.4.9, 40.6.2, 48.2 and paragraph 1.1.4 of Annex A or paragraph 1.2.4 of Annex B to Call Off Schedule 12 (Implementation Plan), 8.3.2 (Services), Error: Reference source not found ), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 (Confidentiality), 55.6.2 (Prevention of Fraud and Xxxxxxx); Staff Transfer) ; e) the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or and/or f) the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . 31.2.2 For the purpose of Clause 45.2.131.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default.

Termination on Material Default. The Customer Authority may terminate this Call Off Contract Dynamic Marketplace Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Contract pursuant to paragraph 8.2 of DMP Schedule 5 (Call for Competition Procedure); (b) a Contracting Authority terminates a Contract for the Supplier’s breach of that Contract; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Levy due; (d) the Authority conducts an assessment pursuant to Clause 14.2 and concludes that the Supplier has not demonstrated that it meets the Minimum Standards of Reliability; (e) the Supplier refuses or fails to comply with its obligations as set out in DMP Schedule 12 (Continuous Improvement); (f) in the event of two or more failures by the Supplier to meet the KPI Targets whether the failures relate to the same or different KPI targets, in any rolling period of three (3) months; (g) the Authority expressly reserves the right to terminate this Dynamic Marketplace Agreement for material Default including pursuant to: Clause 9.4 (Cyber Essentials Scheme Condition) Clause 19.1.4(b) (Variation Procedure); Clause 32.1.4 (Authority Remedies); Clause 27.2.10 (Confidentiality); Clause 40.6.2 (Prevention of Fraud and Xxxxxxx); Clause 36.1.2 (Compliance with the Law); Clause 41.3 (Conflicts of Interest); Schedule 9 (Management Information); and/or anywhere that is stated in this Dynamic Marketplace Agreement that the Supplier by its act or omission will have committed a material Default; (h) the Supplier commits a Critical Service Level Failurematerial Default of any of the following Clauses or DMP Schedules: Clause 7 (Representations and Warranties) except Clause 7.2.6; Clause 11 (Dynamic Marketplace Agreement Performance); [Clause 14 (Minimum Standards of Reliability);] Clause 18 (Records, Audit Access and Open Book Data); Clause 20 (Management Xxxx); Clause 21 (Promoting Tax Compliance); Clause 24 (Supply Chain Rights and Protection); Clause 27.1 (Provision of Management Information); Clause 27.3 (Transparency and Freedom of Information); Clause 27.4 (Protection of Personal Data); and/or paragraph 1.2 of Part B of DMP Schedule 2 (Goods and/or Services and Key Performance Indicators). (i) the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) 7.2.6 is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer Authority are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% of the value of the Supplier’s aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a; (j) and 40.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 (Services), Error: Reference source not found ), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 (Confidentiality), 55.6.2 (Prevention of Fraud and Xxxxxxx); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the CustomerAuthority, capable of remedy; and/or and/or (k) the Supplier commits a Default, including a material Default, which in the opinion of the Customer Authority is remediable but has not remedied such Default to the satisfaction of the Customer Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with the Rectification Plan Process; For the purpose of Clause 45.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether any instructions of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material DefaultAuthority.

Termination on Material Default. The Customer may terminate this Call Off Contract for material Default by issuing a Termination Notice to the Supplier where: the Supplier commits a Critical Service Level Failure; the representation and warranty given by the Supplier pursuant to Clause 3.2.5 (Representations and Warranties) is materially untrue or misleading, and the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable; as a result of any Defaults, the Customer incurs Losses in any Contract Year which exceed 80% (unless stated differently in the Contract Order Form) of the value of the Supplier’s Suppliers aggregate annual liability limit for that Contract Year as set out in Clauses 40.2.1(a36.2.1(a) and 40.2.1(b36.2.1(b) (Liability); the Customer expressly reserves the right to terminate this Call Off Contract for material Default, including pursuant to any of the following Clauses: 6.2.3 (Implementation Plan), 8.3.2 8.4.2 (Services), Error: Reference source not found 9.4.2 and 9.6.1 (Goods), 10.3 (Installation Works), 14.1 (Critical Service Level Failure), 16.4 (Disruption), 21.5 (Records, Audit Access and Open Book Data), 24 (Promoting Tax Compliance), 36.3.9 34.3.9 (Confidentiality), 55.6.2 50.6.2 (Prevention of Fraud and XxxxxxxBribery), Paragraph 1.2.4 of the Annex to Part A and Paragraph 1.2.4 of the Annex to Part B of Contract Schedule 10 (Staff Transfer); the Supplier commits any material Default of this Call Off Contract which is not, in the reasonable opinion of the Customer, capable of remedy; and/or the Supplier commits a Default, including a material Default, which in the opinion of the Customer is remediable but has not remedied such Default to the satisfaction of the Customer in accordance with the Rectification Plan Process; . For the purpose of Clause 45.2.141.2.1, a material Default may be a single material Default or a number of Defaults or repeated Defaults (whether of the same or different obligations and regardless of whether such Defaults are remedied) which taken together constitute a material Default. Termination in Relation to Financial Standing The Customer may terminate this Contract by issuing a Termination Notice to the Supplier where in the reasonable opinion of the Customer there is a material detrimental change in the financial standing and/or the credit rating of the Supplier which: adversely impacts on the Suppliers ability to supply the Goods and/or Services under this Contract ; or could reasonably be expected to have an adverse impact on the Suppliers ability to supply the Goods and/or Services under this Contract . Termination on Insolvency The Customer may terminate this Contract by issuing a Termination Notice to the Supplier where an Insolvency Event affecting the Supplier occurs. Termination on Change of Control The Supplier shall notify the Customer immediately in writing and as soon as the Supplier is aware (or ought reasonably to be aware) that it is anticipating, undergoing, undergoes or has undergone a Change of Control and provided such notification does not contravene any Law. The Supplier shall ensure that any notification made pursuant to Clause 41.5.1 shall set out full details of the Change of Control including the circumstances suggesting and/or explaining the Change of Control. The Customer may terminate this Contract by issuing a Termination Notice under Clause 41.5 to the Supplier within six (6) Months of: being notified in writing that a Change of Control is anticipated or in contemplation or has occurred; or where no notification has been made, the date that the Customer becomes aware that a Change of Control is anticipated or is in contemplation or has occurred, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. Termination for breach of Regulations The Customer may terminate this Contract by issuing a Termination Notice to the Supplier on the occurrence of any of the statutory provisos contained in Regulation 73 (1) (a) to (c).