Vendor contract termination question

C

codeyell0

New Member
Jurisdiction
Georgia
I have a contract with a vendor in which I'm not happy with the services.
I was looking at the termination section and it was vague to me.


TERMINATION
Either Party may terminate this Agreement for any reason or no reason, whether or not extended beyond the initial Term, by giving the other Party (60) days written notice in advance. Written requests to terminate may be made by email. If the Client chooses to terminate this Agreement, all monies owed to the Consultant pursuant to this Agreement
shall be due and payable immediately. Under no circumstances will the Consultant give refunds of the amount paid for the Services hereunder. At the termination of this Agreement, all software licensing will be transferred to the Client or the Client's designated official.

Does this mean I have to complete the contract? I read this as I can leave at any time. but no early termination fee and it doesn't specifically say I have to pay for all remaining months. Usually, this section is very specific from other contracts I have read. you will owe the monthly rate for the remaining months.

Thank you for any help
 
codeyell0 said:
I have a contract with a vendor in which I'm not happy with the services.
I was looking at the termination section and it was vague to me.


TERMINATION
Either Party may terminate this Agreement for any reason or no reason, whether or not extended beyond the initial Term, by giving the other Party (60) days written notice in advance. Written requests to terminate may be made by email. If the Client chooses to terminate this Agreement, all monies owed to the Consultant pursuant to this Agreement
shall be due and payable immediately. Under no circumstances will the Consultant give refunds of the amount paid for the Services hereunder. At the termination of this Agreement, all software licensing will be transferred to the Client or the Client's designated official.

Does this mean I have to complete the contract? I read this as I can leave at any time. but no early termination fee and it doesn't specifically say I have to pay for all remaining months. Usually, this section is very specific from other contracts I have read. you will owe the monthly rate for the remaining months.

Thank you for any help
Click to expand...
"
If the Client chooses to terminate this Agreement, all monies owed to the Consultant pursuant to this Agreement shall be due and payable immediately. Under no circumstances will the Consultant give refunds of the amount paid for the Services hereunder."

Sounds to me like you can cancel the contract, but you owe the entire contracted amount immediately. That's not a "fee" and it does specifically say you have to pay for all remaining months. On the bright side, they'll be required to transfer all software licensing to you after you've paid.

But, hey, what do I know, right? If you don't understand the agreement you entered into, then you should speak to an attorney to help you clarify it. I don't know how much money is involved, so it's up to you to decide how much you want to spend on an attorney.
 
adjusterjack said:
Look for something elsewhere in the contract that explains what gets paid, how it gets paid, and when it gets paid.

You can't rely on one paragraph out of context.
Click to expand...
PAYMENT
Fees: For the Services described in this Agreement, the Client agrees to pay the Consultant, the agreed amount for the Service Option selected by Client and should be paid via wire transfer, bank transfer, or ACH. If these methods are unavailable, payment may be made by check. Payment will be due as per terms outlined in the selected Service Option and

within thirty (30) days of the date of invoice. Amounts not paid when due will be subject to a late charge of one and one-half percent (1.5%) per month. Late charges are reasonable liquidated damages for collection fees and not seen as a penalty.
Taxes: Client shall be liable for any local state and federal sales tax, if applicable, related to Consultant's services, and shall indemnify and hold Consultant harmless from any such taxes.
Additional Fees: Any endpoints over the identified amount shall be charged at the agreed-upon price per endpoint. The Parties will agree upon the number of additional endpoints prior to increased billing.
PAYMENT; DEFAULT
The Client agrees to pay the Consultant according to the terms outlined in the Payment Schedule defined in this Agreement. If any invoice is not paid in full within thirty (30) days after the billing date, the Client agrees to pay interest at a rate of 1.5% per month (18% annual) upon the unpaid portion of the invoice. Payments will be credited first to late payment charges and next to the outstanding balance. If action or suit is brought by the Consultant to collect any amount due or owed under this bill, the Client agrees to pay all collection costs, including reasonable attorney's fees. Charges will be paid in advance unless credit has been granted to the Client pursuant to an approved Credit and Service Agreement Application. Default occurs if the Client fails to pay any amounts due as provided herein when the same shall become due and payable. In addition
to and without excluding any remedies available to Consultant under applicable law, or as stated in any Invoice from

Consultant to Client, or in any Agreement approved by Consultant, and without waiving any personal liability provisions which may apply, Consultant may pursue any remedy against the Client under applicable federal, state, or local law. Client shall be responsible to Consultant for all costs incurred by Consultant to enforce this Agreement and SOW, including but not limited to all collection costs, attorney's fees, court fees, a lien fee (which does not include attorney's fees) if the Consultant determines, in its sole discretion, that it is necessary to file a lien against Client to enforce and to protect its rights hereunder. Interest will be charged at the rate of 1.5% per month to accounts that are thirty (30) days or more past due. A fee of $35.00 will be charged for any unpaid check.

TERM OF AGREEMENT
This Agreement will commence on the effective date first set forth above and remain in full force and effect for a minimum period of thirty-six months (36) (the "Term"). Upon the expiration of the original Term or any subsequent renewal term, this Agreement shall be automatically renewed for a one-year period unless, at least sixty (60) days prior to the renewal date, either Party gives the other Party written notice of its intent not to renew this Agreement. During any renewal term, the terms, conditions and provisions set forth in this Agreement shall remain in effect unless modified by the Parties in accordance with this Agreement.
 
Fees include all licenses, hardware, and resources required for service.* Annual Fee is based on 210 endpoints identified by Client. All fees are in USO.
 

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