Contract Period and Termination. 18.1. Subject always to earlier termination pursuant to Clause 18.2 below, the Contract shall terminate on expiry of the Contract Period (if any). 18.2. The Customer may by notice in writing terminate the Contract with immediate effect if: 18.2.1. the Supplier commits a material breach of the Contract and if the breach is capable of remedy, the Supplier fails to remedy the breach within seven (7) days (or such shorter period as may be reasonably required by the Customer) of receipt of a written notice specifying the breach and requiring its remedy (in which case the Customer reserves the right to remedy the breach and recover the costs thereof from the Supplier and terminate the Contract in accordance with this Clause 18.2.1); 18.2.2. the Supplier is unable to provide the named individual(s) pursuant to Clause 24 (Replacement of Named Individual(s)); 18.2.3. the Supplier becomes or is deemed to have become insolvent (including being unable to pay its debts as they fall due and/or the value of its assets is less than the amount of its liabilities taking into account contingent and prospective liabilities), or if the Supplier proposes or enters into any composition, arrangement or compromise with its creditors generally or any class of them, or if any petition is presented, order is made or resolution is passed for the winding up of the Supplier (except for the purpose of a solvent scheme of arrangement, restructuring or reconstruction previously approved in writing by the Customer), or if an administration order is made or an application for such an order is presented in respect of the Supplier, or if the Supplier ceases, prepares to cease or threatens to cease to carry on its business (or a material part thereof) or is dissolved, or if steps are taken for the appointment of a receiver (including an administrative receiver), administrator, provisional liquidator, liquidator, manager, trustee, nominee, supervisor or similar officer over the whole or part of any of its business or assets, in each case under any law relating to bankruptcy, insolvency or the relief of debtors anywhere in the world; 18.2.4. where the Supplier is a partnership, if a voluntary arrangement is proposed, or any one or more of the partners in such partnership suffers an interim order or bankruptcy order to be made or a petition is presented for his or her bankruptcy, or an interim receiver is appointed, or he or she otherwise becomes insolvent or makes any general arrangement or composition with his or her creditors, in each case under any law relating to bankruptcy, insolvency or the relief of debtors anywhere in the world; 18.2.5. where the Supplier is an individual, they have a bankruptcy petition presented against them or an interim order or bankruptcy order made against them, an interim order is made for a voluntary arrangement in respect of them, they make any general composition with their creditors, they die, become of unsound mind or a patient for the purposes of any statute relating to mental health or commit a criminal offence (other than a minor motoring offence), in each case under any law relating to bankruptcy, insolvency or the relief of debtors anywhere in the world; 18.2.6. the Supplier suffers or there occurs in relation to that party any event which in the reasonable opinion of the Customer is analogous to any of the events referred to in Clauses 18.2.3, 18.2.4, 18.2.5 above; 18.2.7. there is a direct or indirect change of control of the Supplier, for which purposes "control" means the ability to direct the affairs of the Supplier whether by virtue of contract, ownership of shares or otherwise howsoever; 18.2.8. the continued performance of the Contract is prevented by reason of a Force Majeure Event (as defined in Clause 17.1) for a continuous or aggregate period of more than twenty (20) days in total; 18.2.9. the Supplier delays in delivering the Deliverables or notifies the Customer it is likely to be so delayed, or the Customer reasonably believes it will be so delayed; or 18.2.10. the Supplier commits a breach of the Bribery Act 2010. 18.3. The Supplier shall give prompt notice in writing to the Customer of any event within Clause 18.2 above which occurs and which would entitle the Customer to terminate the Contract. 18.4. In addition to the Customer’s rights to terminate the Contract pursuant to Clause 18.2 above, the Customer may by notice in writing terminate the Contract with immediate effect if there is, in the Customer's reasonable opinion, a financial, editorial or other substantial reason and in such event the Customer's liability to the Supplier shall be limited to payment of such sums as may be due to the Supplier up to and including the date of termination and: 18.4.1. where the Contract consists of the hire or loan of Goods or Facilities or the provision of Services, the payment of a cancellation fee in an amount to be decided by the Customer using its sole discretion, to be exercised reasonably, having due regard to the Supplier's duty and ability to mitigate any loss it may suffer; or 18.4.2. where the Contract consists of the sale of Goods or Facilities, payment of such costs as the Supplier may have properly, reasonably and directly incurred in relation to fulfilling the Contract, prior to the date of termination.
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