10. Consequences of Termination and Expiry

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10. Notwithstanding the service of a notice to terminate these Conditions or any part thereof, Adstream shall continue to provide the ordered Services until the date of expiry or termination (howsoever arising) of these Conditions (or any part thereof) or such other date as required under this clause 10.

10.2 Within ten (10) Working Days of the earlier of the date of expiry or termination (howsoever arising) of these Conditions:

  • 10.2.1 Adstream shall return (or make available) to the Customer any data (including (if any) Customer Data), Customer Personal Data and Customer Confidential Information in Adstream’s possession, power or control, either in its then current format or in a format nominated by the Customer (in which event the Customer will reimburse Adstream’s pre-agreed and reasonable data conversion expenses), together with any access keys and other related documentation, and any other information and all copies thereof owned by the Customer;
  • 10.2.2 the Licence shall automatically terminate; and
  • 10.2.3 Adstream shall submit invoices for any Services that it has supplied to the Customer, but for which no invoice has been submitted and the Customer shall pay these invoices immediately on receipt.

10.3 The Customer and Adstream shall comply with the exit and service transfer arrangements as per these Conditions.

10.4 Subject to clause 12 (Liability), if the Customer terminates these Conditions other than in compliance with the provisions of clause 10, the Customer shall indemnify Adstream against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by Adstream by reason of the termination of these Conditions, provided that Adstream takes reasonable steps to mitigate such loss. Where Adstream holds insurance, Adstream shall reduce its unavoidable costs by any insurance sums available. Adstream shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by Adstream as a result of such termination.

10.5 Any termination of the Agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

Contents{/a}
Definitions{/a}
1. Interpretation{/a}
2. Overriding Provisions{/a}
3. Access to the Services{/a}
4. Payment of Charges, VAT & Withholding Taxes{/a}
5. Warranties{/a}
6. Confidentiality{/a}
7. Customer Data and Information Security{/a}
8. Intellectual Property{/a}
9. Term And Termination{/a}
10. Consequences of Termination and Expiry{/a}
11. Acknowledgements, Liability and Indemnities{/a}
12. Force Majeure{/a}
13. Data Protection{/a}
14. Transfer and Sub-Contracting{/a}
15. The Contracts (Rights of Third Parties) Act 1999{/a}
16. Dispute Resolution{/a}
17. Waiver and Severability{/a}
18. Previous Terms and Conditions{/a}
19. Entire Agreement and Variation{/a}
20. Notices{/a}
21. Youtube{/a}
22. Law and Jurisdiction{/a}

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