49.  PRACTICAL REMEDIES AND PERSISTENT BREACH

49.1.  The following is without prejudice to any other right or remedy in equity, common law, under statute or pursuant to this Agreement.

49.2.  Remedy Notice

In the event that the Service Provider:-

49.2.1.  commits a Service Provider Default which is capable of remedy; or

49.2.2.  is in material breach of any of its other obligations under this Agreement which do not constitute or amount to Service Provider Defaults incapable of remedy (such defaults shall be dealt with in accordance with clause 50)

the Authority shall be entitled to serve a notice (a "Remedy Notice") specifying:-

49.2.3.  the type and nature of the Service Provider Default or breach that has occurred, giving reasonable details;

49.2.4.  that the Service Provider:

a)  puts forward a rectification programme reasonably acceptable to the Authority within twenty (20) Working Days of receipt of the Remedy Notice; or

b)  rectifies the Service Provider Default or breach within forty (40) Working Days of receipt of the Remedy Notice or (where later) within the period specified in the Remedy Notice; and

49.2.5.  that the Authority may exercise its powers under clauses 49.3.3 and/or 49.3.4 by taking Required Action and/or serving a Final Warning Notice (as relevant) if the Service Provider fails to comply with the requirements specified in the Remedy Notice and set out in clauses 49.2.4.a) and 49.2.4.b) above (as relevant).

49.3.  If:-

49.3.1.  the Service Provider fails to:

a)  put forward a rectification programme reasonably acceptable to the Authority within twenty (20) Working Days; or

b)  rectify the Service Provider Default or breach within forty (40) Working Days of receipt of the Remedy Notice or (where later) within the period specified in the Remedy Notice; or

c)  implement a rectification programme within forty (40) Working Days of receipt of the Remedy Notice or (where later) within the period specified in the Remedy Notice; or

49.3.2.  the Service Provider Default or breach having been rectified occurs again at any time within a three month period of receipt of the Remedy Notice;

then the Authority shall be entitled to:-

49.3.3.  take Required Action in accordance with clause 42 (Authority Step-In) including making the deduction from the Charges of its costs of operation in taking the Required Action in accordance with clause 42.5.2; and/or

49.3.4.  serve a Final Warning Notice in accordance with clause 49.4.

49.4.  Final Warning Notice

A Final Warning Notice served on the Service Provider shall:-

49.4.1.  specify that it is a Final Warning Notice;

49.4.2.  state that the Service Provider Default or breach specified has been the subject of a Remedy Notice served pursuant to clause 49.2; and

49.4.3.  state that if the Service Provider Default or breach continues or recurs within twenty (20) Working Days of the date of service of the Final Warning Notice

such breach constitutes a Persistent Breach of this Agreement which may then be terminated immediately in whole or in part at the sole discretion of the Authority.  

49.5.  In the event that the Service Provider fails to comply with the Final Warning Notice, the Authority may then terminate this Agreement forthwith in whole or in part at its sole discretion by giving written notice of termination.

49.6.  The Service Provider shall co-operate with the Authority in respect of any Authority action pursuant to this clause 49 including providing information and giving access to the Service Provider's staff or personnel and access to the premises from which the Services are being performed

49.7.  Any Disputes arising as out of this clause 49 shall be referred to the Dispute Resolution Procedure.