Schedule F – Term/Termination

1. Agreement Term: This Agreement shall enter into force on the date it is signed by all of the parties hereto and continue until terminated in accordance with this Schedule.

2. EuroPassport Termination: EuroPassport may terminate this Agreement as follows:

• .1 Breach of Agreement: At any time on twenty (20) business days prior written notice to the Client in any of the following circumstances:
  • The Client fails to provide Client Data (as defined in Section 1 (Document Access) of Schedule E – Confidentiality/Privacy) to EuroPassport by any deadline set out by EuroPassport in writing. If no deadline is set out, then the deadline will be deemed to be 5:00 PM Eastern Time on the date that is five (5) business days from the date of the written request. Upon receipt of the notice of termination, the Client may cure the failure by providing the Client Data on or before the termination date. Where the failure is cured, the notice will be deemed to be withdrawn; or
  • The Client breaches any requirement set out in this Agreement or any Pricing Documents, provided that the notice to the Client contains reasonable particulars of the breach. Upon receipt of the notice of termination, on or before the termination date the Client may cure the breach by putting EuroPassport in the same position it would have been in had the obligation been performed in accordance with the terms of this Agreement. Where the breach is so cured, the notice will be deemed to be withdrawn.
• .2 Non-Payment: On one (1) business day’s prior written notice to the Client where the Client fails to pay any invoice for any fees, reimbursements or expenses owing hereunder in accordance with the terms herein, or with other terms set out in the invoice; and
• .3 Client Criminal Activity, etc.: Immediately by EuroPassport on written notice to the Client where the Client (including any of the Client’s family members receiving the Services) becomes a participant in, or subject to, any legal proceedings where: it is alleged that the Client has committed gross negligence, fraud, conversion or wrongful death; or that the Client (or its shareholders, directors or officers) is (or are) charged with an offence (whether criminal or otherwise) in Canada, Australia, Japan, South Korea, the United States of America, the United Kingdom or in any member state of the European Union.
• .4 Services Complete: EuroPassport may terminate this Agreement on immediate written notice where it has completed the Services set out in the Pricing Documents, and the Client has not requested further Services.

For clarity, where so permitted above EuroPassport may send a notice under this section despite having unfinished ongoing Services to the Client. Once EuroPassport sends said notice, it will be entitled to invoice for all work up to and including the termination date.

3. Client Termination: The Client may terminate this Agreement as follows:

• .1 Breach: Where EuroPassport breaches requirement set out in this Agreement provided that the following applies. The Client will send EuroPassport written notice containing reasonable particulars of the breach. Upon receipt of such notice, EuroPassport will have twenty (20) business days to cure the breach and put the Client in the same position it would have been in had the obligation been performed in accordance with the terms of this Agreement. Where the breach is so cured, the notice will be deemed to be withdrawn. Where EuroPassport fails to cure the breach, the Client may, at any time on immediate written notice to EuroPassport, terminate this Agreement.
• .2 Consumer Protection Act: Where the Client is a “consumer” as that term is used in the Consumer Protection Act, 2002 (Ontario), the Client shall have the right to terminate this Agreement as expressly provided under that statute, and nothing in this Agreement is intended to limit or restrict those statutory rights.
• .3 On Services Completion: Save except as expressly contemplated under the Consumer Protection Act, 2002 (Ontario), at any time on twenty (20) business days prior written notice to EuroPassport provided that EuroPassport has completed all Services relating to the application for Citizenship by Descent for the Client and the Client has paid for that work (irrespective of whether EuroPassport has sent the Client an invoice). For clarity, except as otherwise set out in this Agreement or in the Consumer Protection Act, 2002 (Ontario), it is the express intention of the parties that the Client SHALL NOT be able to terminate this Agreement until EuroPassport has completed the Services, and the Client has paid the Price for that work in full, without set-off or deduction, pursuant to any Pricing Documents.

Once EuroPassport receives said notice, it will be entitled to invoice for all work up to and including the termination date.