# COMMERCIAL CONTRACT TERMINATION NOTICE
Date: 20 November 2031
Parties: Westmere Foods plc and CloudHarbour Systems Limited
## 1. Purpose and parties
Westmere Foods plc gives CloudHarbour Systems Limited formal notice under clause 14.2 of the Managed IT Services Agreement dated 5 March 2029. The agreement covers hosting and support for Westmere's order platform at its registered office, 19 Market Street, Manchester M1 1AB. This notice is signed by Procurement Director Hannah Cole for Westmere and is addressed to CloudHarbour's contract manager Ravi Shah.
## 2. Facts, scope and terms
CloudHarbour committed in clause 6.1 to maintain 99.90% monthly availability and to restore a priority-one outage within four hours. Availability was 98.70% in August 2031 and 98.40% in September 2031; a priority-one outage on 3 October lasted nine hours. Westmere issued a detailed cure notice on 15 October, identifying each incident and requiring remedy within 30 calendar days under clause 14.1.
## 3. Process and responsibilities
The cure period expired at the end of 14 November 2031. CloudHarbour supplied an explanation on 12 November and a proposed monitoring plan on 13 November, but it did not restore the missed service levels or provide evidence that the 3 October incident had been remedied. Westmere therefore treats the continuing failures as a material breach and exercises the clause 14.2 right to terminate on 14 calendar days' notice.
## 4. Evidence, records and safeguards
This notice is served on Thursday 20 November 2031 by recorded post and email to the contractual addresses. Fourteen calendar days after service is Thursday 4 December 2031, so the agreement terminates at 23:59 on 4 December 2031, not on the date of dispatch. CloudHarbour must continue the service safely until that time, and Westmere will pay undisputed charges properly due for service delivered before termination.
## 5. Review, escalation and outcome
By 17:00 on 4 December, CloudHarbour must provide a complete export of Westmere data in CSV and JSON format, current system documentation, administrator credentials through the agreed secure channel, and an asset list. It must delete its remaining Westmere copies by 18 December, certify deletion in writing by 19 December, return Westmere equipment by 4 December, and provide up to two weeks of transition assistance at the contractual hourly rate if requested by 27 November.
## 6. Reservations and practical protections
Westmere will return CloudHarbour's confidential materials, pay undisputed final invoices within 30 days of valid receipt, and not withhold payment merely because a separate claim is asserted. CloudHarbour may invoice completed October services by 11 December; Westmere will assess the disputed service credits of £8,640 separately. Confidentiality, intellectual-property ownership, data protection, limitation of liability and dispute-resolution clauses survive as stated in the agreement.
## 7. England and Wales law and completion
This completed fictional notice is governed by England and Wales law and preserves Westmere's rights to service credits, damages, interest and other remedies. It does not terminate any unrelated statement of work and does not waive a breach discovered later. CloudHarbour must acknowledge receipt by 24 November; any disagreement about service, data return or the effective date must be sent to Hannah Cole with particulars, while the parties may use the agreement's mediation procedure before court proceedings. Data migration and fee settlement on termination must be performed as separate obligations under this notice and do not constitute termination itself. Neither party may justify continuing post-termination services or using data due for return solely by relying on implied consent.