Common use of Minimum Commitments Clause in Contracts

Minimum Commitments. 4.1 Where Service Intervals apply, the Customer agrees to deliver the applicable Instruments to the Supplier at each of the Service Intervals or provide access to its premises for the performance of the Services (as applicable in accordance with the Order and/or Scope of Work), and the Supplier agrees to perform the Services at those Service Intervals for the duration of the Agreement. If the Customer fails to deliver or provide access to any Instruments for performance of the Services at an applicable Service Interval in accordance with the Agreement, the Supplier shall remain entitled to issue an invoice for the Charges payable in respect of those Instruments, which shall be payable in accordance with the Agreement. 4.2 Where a Service Term applies, the Parties agree that: 4.2.1 the Services shall be provided on a recurrent basis for that Service Term. At the end of the initial period specified in the Order, the Service Term shall automatically renew for successive periods of one (1) year, unless and until terminated by either Party on giving no less than ninety (90) days written notice to the other Party, such notice to expire at the end of the Initial Service Term or any time thereafter; 4.2.2 the Charges are payable based on the agreed scope of the Services and the scope of Services may not be reduced or cancelled without an agreed Change Order in accordance with clause 8; 4.2.3 if the Customer fails to deliver any Instruments for the performance of the Services, the Supplier shall remain entitled to issue an invoice for the Charges payable in respect of those Instruments, which shall be payable in accordance with the Agreement; and 4.2.4 if the Customer purports to terminate the Agreement (other than in accordance with clause 14 or otherwise cancels, reduces or opts not to use any the Services without an agreed Change Order, the Charges shall remain payable for the balance of the Services that would have been performed for the remainder of the Service Term and no refund shall be due in respect of Charges already invoiced. 4.3 Where an Order specifies a committed or minimum spend during the Service Term or another specified time period (for example, per annum), the Customer agrees that the same shall be binding. If, during the course of that period, the Customer has not procured sufficient Services to meet the committed or minimum spend, the Supplier may issue an invoice for the balance of the Charges due based on that amount, which shall be payable in accordance with these terms. 4.4 Where the Customer provides a forecast of its requirement for the Services, it agrees to promptly notify the Supplier if its requirements change.