The following policy is intended to establish the terms and conditions for the termination of any Service Contract. Terms not otherwise defined herein shall have the meaning ascribed to them in the Terms and Conditions of Service.
Right to terminate a Service Contract
Each Party has the right to terminate a Service Contract at any time, subject to compliance with the following conditions.
Termination for cause
The Establishment may terminate a Service Contract without penalty and with immediate effect, upon the following events: a) the Professional is in default of any obligation under the Service Contract and does not remedy to this default to the satisfaction of the Establishment, within the five (5) days following the sending of a notice to this effect to the Professional, in cases where it is possible to remedy such default; b) upon submission of written advance notice to the Professional if the Professional commits a serious act or omission in respect of his ethics, professional or regulatory obligations; or c) upon death of the Professional or if he or she became unable to perform his duties under the Service due to an invalidity. The Establishment remains liable at all times for payment of all Professional Fees related to Professional Services rendered prior to the date of cancellation of the Service Contract.
The Professional may terminate a Service Contract without penalty and with immediate effect, upon the following events : a) the Establishment is in default of any obligation under the Service Contract and does not remedy to this default to the satisfaction of the Professional, within the five (5) days following the sending of a notice to this effect to the Establishment, in cases where it is possible to remedy such default; b) upon submission of written advance notice to the Establishment if the Establishment commits a serious act or omission in respect of ethics or regulatory obligations; or c) if the Establishment ceases to operate or becomes insolvent or is declared bankrupt by a court of competent jurisdiction.
Termination without cause
Each Party may terminate a Service Contract without cause and without penalty, by sending a written prior notice to the other Party, in the following delays :
- At least ten (10) days prior to the expected termination date, if the period of time for which the Professional Services are required is less than thirty (30) days;
- At least thirty (30) days prior to the expected termination date, if the period of time for which the Professional Services are required is between thirty (30) days and one hundred and eighty (180) days;
- At least sixty (60) days prior to the expected termination date, if the period of time for which the Professional Services are required is between one hundred and eighty (180) days and three hundred and sixty (360) days;
- At least ninety (90) day prior to the expected termination date, if the period of time for which the Professional Services are required is greater than or equal to three hundred and sixty (360) days.
Notwithstanding the above-mentioned, an Establishment shall only be allowed to terminate a Service Contract without cause if it has no outstanding balance with Oxilia in connection with the Service Contract that is the subject of the termination.
Penalties
If the above-mentioned delays are not respected when terminating a Service Contract without a cause, then Oxilia will be entitled to charge a penalty to the party terminating the Service Contract. Such Penalty shall be equal to of (i) 1500$; or (ii) 15% of the total services fees that would have been collected by Oxilia had it not been for the termination.
EACH PARTY ACKNOWLEDGES THAT THEY MAY BE ENTITLED TO CLAIM ANY DAMAGE OR LOSS TO THE OTHER PARTY TERMINATING THE SERVICE CONTRACT UNDER THE TERMS OF THE SERVICE CONTRACT OR ANY APPLICABLE LAW. OXILIA IS NOT RESPONSIBLE FOR ANY COMPLIANCE BY EITHER PARTY TO THIS CANCELATION POLICY, AND SHALL NOT BE LIABLE IN ANY WAY FOR THE NON-COMPLIANCE BY A PARTY TO THIS CANCELATION POLICY AND/OR BY ANY DAMAGE OR LOSS CAUSED BY A PARTY TERMINATING A SERVICE CONTRACT, INCLUDING FOR GREATER CERTAINTY, REPLACEMENT FEES OR LOSS OF PROFITS.