Term & Termination

[1] This Agreement shall take effect from the date on which these terms and conditions are signed and shall apply for an initial term of three (3) years (the "Initial Term") and shall continue to be automatically renewed annually thereafter unless either party gives the other party 90 days notice in writing of its intention to terminate.

Either Party shall be entitled to terminate this Agreement with immediate effect at any time, by giving written notice to the other if:

The other Party (the "Defaulting Party") is in material breach of any of its obligations under this Agreement and where the breach is capable of remedy, such breach has continued un-remedied for a period of 30 days after notice has been given to the Defaulting Party specifying the breach and the steps required to remedy it; or

The other Party goes into liquidation, either compulsory or voluntarily (except a solvent voluntary liquidation for the purposes of and immediately followed by a reconstruction or amalgamation on terms approved by the other party), or a resolution is passed for its winding up or if a receiver, examiner, administrator or manager is appointed in respect of the whole or any material part of its assets, or if the other party makes a composition with its creditors generally or it suffers any other similar consequence under the bankruptcy laws of the country in which it is incorporated or where it is based.

The right to terminate this Agreement given by this clause 9 and any termination of this Agreement howsoever will be without prejudice to any other accrued right or remedy of either Party including accrued rights or remedies in respect of the breach concerned (if any) or any other breach, or which the Parties have accrued prior to termination.

In the event of termination occurring prior to the expiration to the Initial Term and where such termination is a result of a default or breach by You or where You have terminated this Agreement without cause during the Initial Term, then on such termination, You shall be liable to pay Us liquidated damages which shall amount to the unpaid portion of the aggregate Charges payable by You during the Initial Term.

You acknowledge that the amount of liquidated damages provided herein is fair and reasonable and represents a fair and genuine pre-estimate of our resulting loss when termination occurs in accordance with clause 9.4. You confirm that You understand that our initial costs equate approximately with the aggregate amount of Charges payable during the Initial Term.