This agreement shall commence upon completion of the Subscription and, unless otherwise terminated in accordance with this section, shall continue for the Initial Subscription Term and, thereafter, this agreement shall automatically renew for further periods equal to the Initial Subscription Term (each a Renewal Period), unless:
- either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or a Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
- otherwise terminated in accordance with the provisions of this agreement,
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. Any notice to terminate sent by the Customer by e-mail in accordance with this section must be sent to the Termination E-mail Account.
Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect if:
- the Customer commits a material breach of any Licence granted to the Customer;
- the Supplier becomes aware of, or the Customer fails to notify the Supplier of, any unauthorised use of any of the Applications;
- the Customer fails to pay any amount due under this agreement on the Due Date for payment and remains in default not less than 10 days after being notified to make such payment;
- the Customer commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified to do so;
- the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
- the Customer 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;
- the Customer 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 the Customer with one or more other companies or the solvent reconstruction of the Customer;
- 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 the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
- 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 Customer;
- the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;
- a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
- a creditor or encumbrancer of the Customer 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 Customer's assets and such attachment or process is not discharged within 14 days;
- any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this Section (inclusive);
- the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business,
(Each an event of Default) and, for the purposes of this terms in this Section, the Customer shall be under a positive obligation to notify the Supplier (in writing) of the coming into effect of any Event of Default, as soon as practicable after the occurrence of the relevant Event of Default but, for the avoidance of doubt, the Supplier’s right to terminate this agreement under this section shall not be in any way dependent upon receiving such notification from the Customer.
On termination of this agreement by the Supplier pursuant to an Event of Default, all fees which would have been due to the Supplier between the date of termination and the end of the Initial Subscription Term or Renewal Period (as applicable) shall immediately become due and payable.
On termination of this agreement for any reason:
- the Supplier shall have the right to terminate any Licence immediately without notice;
- each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party (if any);
- the Supplier may (at its discretion) destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than three 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
- any rights, remedies, obligations or liabilities of the Supplier which may 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.