a. Without prejudice to the other provisions of this Agreement, and to any other rights or remedies available to it, either party may terminate this Agreement, which will terminate the supply of Cloud Services, Support Services and Goods, with immediate effect by serving written notice on the other: i. if the other party commits a material breach of its obligations hereunder and in the case of a breach capable of being remedied fails to remedy that breach within 30 days of receiving written notice specifying the breach and requiring the same to be remedied; or ii. if the other party is unable to pay its debts when they are due or is deemed under any statutory provision to be insolvent or enters into any arrangement, composition or compromise with its creditors or any class of them or if any order is made or a resolution is passed for the winding up of the other party (other than pursuant to a scheme solely for solvent reconstruction or amalgamation) or if a liquidator or provisional liquidator is appointed to the relevant party or an administrator is appointed to manage the other party’s affairs, business and property or if a receiver or administrative receiver is appointed over any of the other party’s assets or undertaking or if the other party takes or suffers any similar or analogous action in consequence of debt.
b. itGenius Australia may suspend this Agreement in any circumstances in which it is entitled to terminate this Agreement.
c. itGenius Australia may terminate this Agreement on termination of itGenius Australia’s reseller agreement with Google or Dialpad or any other supplier of Cloud Services and in this event, itGenius Australia will make all reasonable efforts to ensure continuity of customer services, and transfer resold licenses from itGenius Australia to the direct vendors for Cloud Services.
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