12. Term and Events of Default
12.1 This Agreement shall start on the date that we notify you that your application has been successful in accordance with clause 3. This Agreement shall continue thereafter unless and until terminated in accordance with clauses 12.2 or 12.3 (the "Term").
12.2 Notwithstanding clause 12.1, either party ("Non-Defaulting Party") may bring the Term to an end with immediate effect by written notice to the other party ("Defaulting Party") if:
12.2.1 the Defaulting Party commits a breach of its material obligations under this Agreement and in the case of a remediable breach, fails to remedy it within 30 days of the date of receipt of notice from the other;
12.2.2 the Defaulting Party becomes insolvent or unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets or if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction), bankruptcy or dissolution or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, or it ceases to carry on business or if it claims the benefit of any statutory moratorium.
12.3 Either party may terminate this Agreement on delivery of four weeks' prior written notice to the other party.
12.4 If you do not deliver 1 new customer registration within a period of three months (billed months) we may terminate this Agreement immediately by delivery of written notice to you.
12.5 Each party shall forthwith give notice in writing to the other party of any event within clause 12.2.2 which occurs during the Term and which would entitle the other party to bring the Term to an end.
12.6 Without prejudice to clause 12.3, we reserve the right to terminate this Agreement at any time and for any reason immediately by delivery of written notice to you.
12.7 The parties shall have no further obligations or rights under this Agreement after the end of the Term, without prejudice to any obligations or rights which have accrued to either party at the time when the Agreement ends save that clauses 1, 2, 4.7, 4.12, 8, 9, 10, 11, 12.7, and 13, together with those other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement, shall continue to have effect after the end of the Term.
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