Termination clause full text

Termination

Without prejudice to any other right or remedy available to the Company hereunder, or pursuant to the Civil Code, the Company shall be entitled to terminate the present Contract with immediate effect, in whole or in part, or to suspend the performance of any further work or services hereunder, without incurring any liability to the Customer, if any of the following events occurs:

(i) The Customer commits a material breach hereof, and, where such breach is capable of remedy, fails to remedy such breach within seven (7) days of receipt of a written notice from the Company specifying the nature of the breach and calling upon the Customer to remedy it.

(ii) The Customer becomes subject to liquidation, insolvency, bankruptcy or any similar proceedings under applicable law, has a receiver, administrator or similar officer appointed over the whole or any part of its assets, or, if the Customer is an individual or partnership, becomes insolvent or bankrupt, enters into any arrangement or composition with its creditors, or ceases or threatens to cease to carry on business.

In the event of termination for cause, all fees and charges relating to work performed or services provided prior to the effective date of termination shall become immediately due and payable, notwithstanding any prior agreement or payment terms to the contrary.

The Company shall be entitled to terminate this Contract for convenience, without cause, by giving the Customer written notice, in accordance with the applicable provisions of the Civil Code governing contracts of a continuing nature.

Termination for convenience shall take effect upon expiry of the notice period specified herein, or, in the absence of such provision, within a reasonable notice period as required by the Civil Code.

Upon termination for convenience:

(i) the Customer shall pay the Company all fees due for work performed and services provided up to the effective date of termination, and

(ii) the Company shall not be liable for any loss of profit, loss of opportunity or any indirect or consequential damages arising out of or in connection with such termination, to the extent permitted by the Civil Code.

Termination for convenience shall not affect any rights or obligations of the Parties that have accrued prior to the effective date of termination.