13.1. Without affecting any other right or remedy available to it, either Party may terminate Agreement with immediate effect by giving written notice to the other Party if:
a) fails to pay any undisputed amount (being genuinely in dispute) due under SoW or signed Change of Scope Form on the due date for payment and remains in default not less than seven (7) calendar days after being notified in writing to make such payment;
b) the other Party commits a material breach of any term of Agreement and such breach is irremediable or, if such breach is remediable and fails to remedy that breach within a period of fourteen (14) calendar days after being notified in writing to do so.
c) the other Party repeatedly breaches any of the terms of Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to Agreement;
d) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of IA 1986;
e) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other Party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other Party (being a company);
h) the holder of a qualifying floating charge over the assets of that other Party (being a company) has become entitled to appoint or has appointed an administrative receiver;
i) a person becomes entitled to appoint a receiver over all or any of the assets of the other Party or a receiver is appointed over all or any of the assets of the other Party;
j) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within fourteen (14) calendar days;
k) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
l) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1 a) to k).
13.2. For the purposes of clause 13.1 b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:
a) a substantial portion of Agreement; or
b) any of the obligations set out in clause 6 of these Terms.
In deciding whether any breach is material, no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
13.3. Without affecting any other right or remedy available to Supplier, Supplier may terminate Agreement with immediate effect by giving written notice to Customer if there is a change of Control of Customer.