• TERM, TERMINATION AND SUSPENSION
    • Duration: Except as otherwise agreed in writing between the parties, unless terminated earlier in accordance with its terms, the Service Agreement starts on the Start Date and continues for successive periods of the Subscription Term, unless and until a party gives no less than 30 days’ notice that the Service Agreement will end on the expiry of the relevant Subscription Term.
    • Other Termination rights:
      • Either party may, by notice to the other party, immediately terminate the Service Agreement if the other party:
        • breaches any material provision of the Service Agreement and the breach is not:
          • remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
          • capable of being remedied;
        • becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or
        • is unable to perform a material obligation under the Service Agreement for 30 days or more due to Force Majeure.
      • If the remedies are exhausted without remedying or settling the IP Claim, the Supplier may, by notice to the Client, immediately terminate the Service Agreement.
    • Consequences of termination or expiry:
      • Termination or expiry of the Service Agreement does not affect either party’s rights and obligations that accrued before that termination or expiry.
      • On termination or expiry of the Service Agreement, the Client must pay all Fees for Services provided prior to that termination or expiry.
      • No compensation is payable by the Supplier for clients who pay by monthly subscription as a result of termination of the Service Agreement for whatever reason, and any Fees paid by the Client prior to termination are non-refundable except to the extent required at law
      • A refund may be provided for an annual subscriptions fees paid in advance after the 30 day notice period. The client must notify FeatureIT Limited they are seeking a refund as part of their termination notice. Eligibility will be considered on a case to case basis.
      • Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of the Service Agreement, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
      • At any time prior to one month after the date of termination or expiry, the Client may request:
        • a copy of any Data stored using the Unleashed Integration Subscription Service, provided that the Client pays the Supplier’s reasonable costs of providing that copy. On receipt of that request, the Supplier must provide a copy of the Data in a common electronic form.  The Supplier does not warrant that the format of the Data will be compatible with any software; and/or
        • deletion of the Data stored using the Unleashed Integration Subscription Service, in which case the Supplier must use reasonable efforts to promptly delete that Data.
      • Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of the Service Agreement, including continue in force – refer to the Service Terms and Conditions for full details.
      • Suspending access: Without limiting any other right or remedy available to the Supplier, the Supplier may restrict or suspend the Client’s access to the Unleashed Integration Subscription Service where the Client (including any of its personnel):
        • undermines, or attempts to undermine, the security or integrity of the Unleashed Integration Subscription Service or any Underlying Systems;
        • uses, or attempts to use, the Unleashed Integration Subscription Service:
          • for improper purposes; or
          • in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Unleashed Integration Subscription Service;
        • has fallen 2 months in arrears of any Fees; or
        • has otherwise materially breached the Service Agreement (in the Supplier’s reasonable opinion).
      • Notice: The Supplier must notify the Client where it restricts or suspends the Client’s access

To avoid doubt, the Supplier is not required to comply with this policy to the extent that the Client previously requested deletion of the Data.

Transition services are not dealt with here.  This will need to be addressed on a case-by-case basis if the Client requests them.