A template letter from a customer to a service provider terminating a services contract because of the provider's breach, drafted for the law of England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - Read your contract first. Most service contracts contain a termination clause setting out when and how you may terminate (for example, a right to terminate for material breach that is not remedied within a stated number of days after written notice). Follow that clause's wording and notice method exactly. - Separately, at common law you may treat a contract as ended if the other party commits a repudiatory (sufficiently serious) breach. A repudiatory breach does not automatically end the contract: you must elect to accept the repudiation, and that right can be forfeited if you delay or continue performing as if the contract stands (affirmation). Whether a breach is serious enough is a legal judgement, take advice before relying on this, as wrongful termination can itself be a breach. - Termination generally ends primary future performance obligations, but accrued rights remain and any clauses that expressly survive, or by construction are intended to survive (such as confidentiality, dispute resolution and accrued payment obligations), will continue after termination. Terminating does not by itself waive your right to damages for the breach; reserve that right expressly (see below).
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[YOUR NAME / COMPANY] [ADDRESS]
[DATE]
[SERVICE PROVIDER NAME] [ADDRESS]
By [email and post], [Recorded Delivery]
Dear [NAME],
Re: Termination of the agreement for [DESCRIBE SERVICES] dated [DATE] (the "Agreement")
- We refer to the Agreement under which you agreed to provide [DESCRIBE SERVICES].
- You are in breach of the Agreement in that [DESCRIBE THE BREACH clearly and factually, e.g. "you have failed to [deliver/perform X] by [date], as required by clause [X]"].
- [Option A, where the contract requires notice and a chance to remedy: By our letter dated [DATE] we notified you of this breach and required you to remedy it within [NUMBER] days. The breach has not been remedied.]
[Option B, where the breach is not capable of remedy / is repudiatory: This is a material breach [which is not capable of remedy].]
- Accordingly, we hereby give notice that we terminate the Agreement with effect from [DATE / immediately], in accordance with clause [X] of the Agreement [and/or our rights at common law].
- Please: (a) stop all further work; (b) deliver up [our property/materials/data/work in progress] by [DATE]; and (c) submit your final account for [undisputed] work properly completed up to termination.
- We reserve all our rights and remedies, including the right to claim damages for losses caused by your breach. Nothing in this letter is a waiver of any of our rights.
Yours [faithfully/sincerely],
_________________________ [NAME], [TITLE], for and on behalf of [YOUR COMPANY]
--- This template is a starting point and not legal advice. Whether and how you can lawfully terminate depends on your contract and the seriousness of the breach, have a qualified solicitor review before use. Governing law: England & Wales.