COMMENCEMENT, DURATION AND TERMINATION. 15.1 This agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Initial Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: (a) either party notifies the other party of termination, in writing, at least 180 days before the end of the Initial Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the Term. 15.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if: (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986; (d) 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 other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership); (h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2(c) to clause 15.2(j) (inclusive); or (l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 15.3 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment. 15.4 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
Appears in 1 contract
COMMENCEMENT, DURATION AND TERMINATION. 15.1 2.1 This agreement shall, unless otherwise terminated as provided in this clause 15, commence Agreement begins on the Effective Date date that it is signed by duly authorised representatives of both parties (“Commencement Date”) and shall continue for until terminated in accordance with this Agreement.
2.2 As soon as reasonably practicable:
2.2.1 on or before the Initial Term Commencement Date and if required by BT, the Customer shall provide BT with a fully executed version of a Deed of Guarantee guaranteeing all of the Customer’s obligations and liabilities under this Agreement, the terms of which are set out in Schedule 12 (Form of parent company guarantee); and
2.2.2 on or after the Commencement Date the parties shall co-operate to produce a Customer Service Plan and keep the information up to date during this Agreement. The Customer Service Plan shall contain details of the points of contact within the Customer’s and BT’s organisations.
2.3 Either party may terminate this Agreement or the Service provided under it immediately, thereafteron notice, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unlessif the other:
(a) either party notifies commits a breach of this Agreement, which is capable of remedy, and fails to remedy the breach within the following periods from the date of the notice from the other party:
(i) 14 days where there is a failure to pay a sum due under this Agreement or at the sole discretion of the party to whom the sum is owed, 14 days in the first instance of terminationa failure to pay a sum due and 7 days in the second instance in separate payment months within 12 months of the first instance; or
(ii) 30 days; or
(iii) a shorter time, reasonably specified in the notice, in writing, at least 180 days before the end case of the Initial Term emergency which is a serious situation or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Periodoccurrence that happens unexpectedly and demands immediate action; or
(b) otherwise terminated commits a breach of this Agreement which cannot be remedied; or
(c) is repeatedly in breach of this Agreement (including without limitation repeatedly late in paying sums due under this Agreement); or
(d) has bankruptcy or insolvency proceedings brought against it; or if it does not make any payment under a judgement of a court on time, or it makes an arrangement with its creditors; or a receiver, an administrative receiver or an administrator is appointed over any of its assets; or it goes into liquidation; or there is a corresponding event under the law of any other country; or
(e) ceases to carry on business.
2.4 BT may terminate this Agreement:
(a) immediately if there is a failure to pay a sum due under this Agreement by the due date on three or more occasions in separate payment months within a 24 month period providing notices are served upon the first two occasions in accordance with clause 2.2;
(b) immediately upon notice if the Customer is suspended or prohibited from providing telecommunications service(s) by Ofcom and/or ceases to be a communications provider as defined by section 405(1) of the Communications ▇▇▇ ▇▇▇▇ or loses its Code Powers;
(c) on not less than one month’s notice if BT does not receive an Order from the Customer within 6 months of the Commencement Date;
(d) immediately on notice if BT is directed by Ofcom to cease the Physical Infrastructure Access Service or the provision of Physical Infrastructure Access;
(e) on not less than 12 months’ notice for any other reason.
2.5 Exchange Access Link Service at any Local Access Node may be terminated under the provisions of Schedule 8.
2.6 Individual Licences may be terminated under the provisions of Schedule 9.
2.7 The Customer may terminate this Agreement on not less than 12 months’ notice for any reason. If the Customer terminates this Agreement during a Minimum Licence Period other than because BT has breached this Agreement, the Customer must pay BT the appropriate termination charges in accordance with this Agreement.
2.8 If a breach notice is served on the Customer then BT may at its sole discretion refuse to accept new Orders and suspend access to the Gateway except for the processing of Orders which relate to cessation of Services or for the monitoring of existing Orders and suspend such other services or facilities available to the Customer as shall be reasonable in the circumstances:
(a) immediately upon giving notice if the Customer fails to comply with the provisions of this agreementAgreement headed Intellectual Property Rights; and and
(b) for all other breaches immediately upon giving notice, after the Initial Term together with any subsequent Renewal Periods shall constitute period specified for remedy of the Termbreach in the breach notice expires, if the Customer has not remedied the breach.
15.2 Without affecting any other right 2.9 If a party is prevented, hindered or remedy available to itdelayed in performing an obligation under this Agreement, because of Force Majeure, for a period exceeding six months, either party may terminate this agreement with immediate effect Agreement by giving written not less than one month’s notice and provided the Force Majeure has not ceased prior to expiry of the notice this Agreement shall terminate.
2.10 The Customer agrees to pay the charges for the Services until this Agreement is terminated. BT agrees to repay or credit the Customer with the appropriate proportion of any annual or recurring charges paid in advance for the period ending after the Customer’s liability to pay such charges ceases.
2.11 If BT is directed to cease the provision of Physical Infrastructure Access, or if the Customer is suspended or prohibited from providing telecommunications service(s) by Ofcom and/or ceases to be a communications provider as defined by section 405(1) of the Communications ▇▇▇ ▇▇▇▇ and/or ceases to hold Code Powers, BT may at its sole discretion refuse to accept any Orders for the Services immediately on notice to the other party if:Customer.
(a) the other party fails to pay any amount due under 2.12 Termination or expiry of this agreement on the due date for payment and remains in default Agreement shall not less than 30 days after being notified in writing to make such payment;
(b) the other party commits be deemed a material waiver of a breach of any other term or condition of this agreement Agreement and (if such breach is remediable) fails shall be without prejudice to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
(d) 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 other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2(c) to clause 15.2(j) (inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
15.3 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.
15.4 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
(d) any ’s rights, remedies, liabilities or obligations or liabilities of the parties that have accrued up prior to the date of termination, including the right to claim damages such termination or expiry. If either party delays in respect of any acting upon a breach of the agreement which existed at or before the date of termination shall this Agreement that delay will not be affected regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.
2.13 Each of the parties’ rights to terminate or prejudicedsuspend performance is without prejudice to any other rights or remedies available to either party.
Appears in 1 contract
COMMENCEMENT, DURATION AND TERMINATION. 15.1 5.1 This agreement shall, unless otherwise terminated as provided in this clause 15, Agreement shall commence on the Effective Commencement Date and and, subject to the remaining provisions of Clause 5 shall continue for a fixed period of 12 months following the Commencement Date (“Initial Period”) and thereafter subject to payment of the Fees (as may be varied in accordance with Clause 4.5) shall renew automatically from the day following the end of the Initial Term and, thereafter, this agreement shall be automatically renewed Period for successive fixed periods of 12 months (each such 12 month period being a "Renewal Period").
5.2 The Customer may terminate (cancel) this Agreement:
5.2.1 within 14 days from the Commencement Date during the Initial Period subject to the payment of any Fees which RAC may render on a Pay On Use basis for any Services used in the Initial Period; and
5.2.2 within 14 days from the Commencement of a Renewal Period subject to the payment of any Fees which RAC may render on a Pay On Use basis for any Services used in the Renewal Period.
5.3 The terms and conditions set out in this Agreement shall apply to any Renewal Period except to the extent as may be varied by RAC in writing prior to a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 180 days before the end of the Initial Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the Term.
15.2 Without affecting any other right or remedy available 5.4 Either Party shall be entitled forthwith to it, either party may terminate this agreement with immediate effect Agreement by giving written notice to the other party if:
(a) the 5.4.1 that other party fails to pay Party commits any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of the provisions of this agreement Agreement and in the case of a breach capable of remedy (a breach shall be considered capable of remedy if such the Party in breach is remediable) can comply with the provisions in question in all material respects), fails to remedy that the breach within a period of 30 thirty (30) days after being notified in writing the receipt of a written notice specifying the breach and requiring it to do sobe remedied;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
(d) 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 other than for the sole purpose of a scheme for a solvent amalgamation of 5.4.2 that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party applies to court forParty becomes insolvent, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets, enters into any compound with its creditors or has an order made or a resolution passed for it to be wound up (other than for the other party's assets and such attachment purpose of a bona fide solvent reconstruction or process is not discharged within 14 daysamalgamation);
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar 5.4.3 anything analogous to any of the events mentioned foregoing under the law of any jurisdiction occurs in clause 15.2(c) relation to clause 15.2(j) (inclusive)that other Party; or
(l) the 5.4.4 that other party suspends or Party ceases, or threatens to suspend or cease, carrying to carry on all or a substantial part of its business.
15.3 Without affecting any other right or remedy available to it5.5 If a force majeure event as set out in Clause 11 prevails for a continuous period in excess of twenty eight (28) days, the Supplier may Party not claiming force majeure shall be entitled to terminate this agreement with immediate effect Agreement forthwith by giving written notice to the Customer if the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such paymentnotice.
15.4 On termination 5.6 Any waiver by either Party of a breach of any provision of this agreement for any reason:
(a) all licences granted under this agreement Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
(b) each party shall return and make no further use not be considered as a waiver of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any subsequent breach of the agreement which existed at same or before the date any other of its provisions.
5.7 The provisions of clauses 1, 4, 5, 7, 10, 12, 13, 15 and 17 shall survive any termination shall not be affected or prejudicedexpiration of this Agreement.
Appears in 1 contract
COMMENCEMENT, DURATION AND TERMINATION. 15.1 2.1 This agreement shall, unless otherwise terminated as provided in this clause 15, commence Agreement begins on the Effective Date date that it is signed by duly authorised representatives of both parties (“Co mencement Date”) and shall continue for until terminated in accordance with this Agreement.
2.2 As soon as reasonably practicable:
2.2.1 on or before the Initial Term Commencement Date and if required by BT, the Customer shall provide BT with a fully executed version of a Deed of Guarantee from the Customer’s parent company or other guarantor reasonably acceptable to BT, guaranteeing all of the Customer’s obligations and liabilities under this Agreement, the terms of which are set out in Schedule 12 (Form of Guarantee); and
2.2.2 on or after the Commencement Date the parties shall co-operate to produce a Customer Service Plan and keep the information up to date during this Agreement. The Customer Service Plan shall contain details of the points of contact within the Customer’s and BT’s organisations.
2.3 Either party may terminate this Agreement or t e Service provided under it immediately, thereafteron notice, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:if the other
(a) either party notifies commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within the following periods from the date of the notice from the other party party:
(i) save in respect of terminationmonies the Customer is entitled to withhold under clause 16.9, in writing, 14 days where there is a failure to pay a sum due under this Agreement or at least 180 days before the end sole discretion of the Initial Term or any Renewal Periodparty to whom the sum is owed, 14 days in which case this agreement shall terminate upon the expiry first instance of a failure to pay a sum due and 7 days in the second instance in separate payment months within 12 months of the applicable Initial Term or Renewal Periodfirst instance providing notices are served on each occasion; or
(ii) 30 days; or
(b) otherwise terminated in accordance with the provisions commits a material breach of this agreementAgreement which cannot be remedied; or
(c) is repeatedly in material breach of this Agreement (including without limitation repeatedly late in paying sums due under this Agreement) and the Initial Term together other party has served notice on each occasion; or
(d) has bankruptcy or insolvency proceedings brought against it; or if it does not make any payment under a judgement of a court on time, or it makes an arrangement with its creditors; or a receiver, an administrative receiver or an administrator is appointed over any subsequent Renewal Periods shall constitute of its assets; or it goes into liquidation; or there is a corresponding event under the Termlaw of any other country; or
(e) ceases to carry on business.
15.2 Without affecting any other right or remedy available to it, either party 2.4 BT may terminate this agreement with immediate effect by giving written notice to the other party ifAgreement:
(a) the other party fails immediately if there is a failure to pay any amount a sum due under this agreement on Agreement by the due date for on three or more occasions in separate payment and remains months within a 24 month period providing notices are served upon the first two occasions in default not less than 30 days after being notified in writing to make such paymentaccordance with cla se 2.3;
(b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as upon notice if the words "it Customer is proved suspended or prohibited from providing telecommunications service(s) by Ofcom and/or ceases to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2be a communications provider as defined by section 405(1) of the IA 1986;
(d) the other party commences negotiations with all or any class of its creditors with a view Communications ▇▇▇ ▇▇▇▇, such termination to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or be in connection accordance with the winding up of that other party other than timescales set out in Ofcom’s direction. BT may immediately reject Orders for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other partyService under such circumstances. ;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2(c) to clause 15.2(j) (inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
15.3 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.
15.4 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
Appears in 1 contract
COMMENCEMENT, DURATION AND TERMINATION. 15.1 2.1 This agreement shall, unless otherwise terminated as provided in this clause 15, commence Agreement begins on the Effective Date date that it is signed by duly authorised representatives of both parties (“Commencement Date”) and shall continue for until terminated in accordance with this Agreement.
2.2 As soon as reasonably practicable on or after the Initial Term andCommencement Date the parties shall co-operate to produce a Customer Service Plan and keep the information up to date during this Agreement. The Customer Service Plan shall contain details of the points of contact within the Customer’s and BT’s organisations.
2.3 Either party may terminate this Agreement or the Service provided under it immediately, thereafteron notice, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unlessif the other:
(a) either party notifies commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within the following periods from the date of the notice from the other party party:
(i) save in respect of terminationmonies the Customer is entitled to withhold under clause 16.9, in writing, 14 days where there is a failure to pay a sum due under this Agreement or at least 180 days before the end sole discretion of the Initial Term or any Renewal Periodparty to whom the sum is owed, 14 days in which case this agreement shall terminate upon the expiry first instance of a failure to pay a sum due and 7 days in the second instance in separate payment months within 12 months of the applicable Initial Term or Renewal Periodfirst instance providing notices are served on each occasion; or
(ii) 30 days; or
(b) otherwise terminated in accordance with the provisions commits a material breach of this agreementAgreement which cannot be remedied; or
(c) is repeatedly in material breach of this Agreement (including without limitation repeatedly late in paying sums due under this Agreement) and the Initial Term together other party has served notice on each occasion; or
(d) has bankruptcy or insolvency proceedings brought against it; or if it does not make any payment under a judgement of a court on time, or it makes an arrangement with its creditors; or a receiver, an administrative receiver or an administrator is appointed over any subsequent Renewal Periods shall constitute of its assets; or it goes into liquidation; or there is a corresponding event under the Termlaw of any other country; or
(e) ceases to carry on business.
15.2 Without affecting any other right or remedy available to it, either party 2.4 BT may terminate this agreement with immediate effect by giving written notice to the other party ifAgreement:
(a) the other party fails immediately if there is a failure to pay any amount a sum due under this agreement on Agreement by the due date for on three or more occasions in separate payment and remains months within a 24 month period providing notices are served upon the first two occasions in default not less than 30 days after being notified in writing to make such paymentaccordance with clause 2.3;
(b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as upon notice if the words "it Customer is proved suspended or prohibited from providing telecommunications service(s) by Ofcom and/or ceases to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2be a communications provider as defined by section 405(1) of the IA 1986;
(d) the other party commences negotiations with all or any class of its creditors with a view Communications ▇▇▇ ▇▇▇▇, such termination to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or be in connection accordance with the winding up of that other party other than timescales set out in Ofcom’s direction. BT may immediately reject Orders for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other partyService under such circumstances;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2(c) to clause 15.2(j) (inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
15.3 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.
15.4 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
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