Breach of Contract?

[webbrowser]

I signed a contract with another party in June 2016 who are based in Germany. I signed the contract and have adhered by it in full until last year when I asked for the account to be put on hold as I had ran into legal difficulties on another matter. They refused to put my account on hold and told me that the cancellation policy was to stay until the end of the 12 months. The contract rolls every 12 months and has to be cancelled before month 9 during that year otherwise it has to run until the end of the following 12 months. I have no problem with the cancellation but I don't exactly need a cancellation as I fully intend to use the services in the future when my other legal matters are resolved otherwise I have to cancel this contract and pay the setup fees involved (£1600 + VAT) to setup a new account which is what I was trying to avoid. They haven't budged and are looking for me to pay the full years fees.

My invoicing has always been in Pounds Sterling as this is what was agreed in the contract which I signed. The contract states this

The price for the accessibility of the service and the terms of payment are found in the offer QUOTE NO ????? (Annex 2), which is an integral component of the contract.

So within the quotation itself all prices are in GBP and it even states that "All prices listed are in GBP + VAT!" in the quotation.

The 1st invoice issued to me last-year that was quoted in Euros was around the time I had asked for the account to be put on hold. I was never informed that the billing was switching from Pounds to Euros at any stage. I was hoping to use this as leverage but I am unsure that my argument would hold any water. Any help with this would be greatly appreciated from any of you with legal experience in this area.

[R0b]

Is there anything in the contract that says you can put the payments on hold either at all or when you run into other difficulties? If not, then you have no right to put things on hold.

If all prices are in pounds sterling and you received one in Euros, then that would not appear to be a valid invoice. However, as we haven't seen the terms, the best we can do is speculate.

Moral of the story, read the terms and conditions and/or negotiate them - the courts will not help you simply because you've made a bad deal.

[webbrowser]

No there's no mention of being able to put the account on hold. Your second point that I have been invoiced in Euros instead of Sterling. Would me being issued with an invalid invoice constitute a breach of contract? I copied and pasted the exact wording of the contract regarding payment and quotation content in the original post.

[R0b]

Well it would be a breach of contract but it wouldn't warrant you terminating the agreement. There would have to be multiple breaches of the same invoicing issue before you could even consider having any right to terminate and that can be difficult to determine.

[webbrowser]

Yes they have issued 5 Invoices since. Would that be considered to be a multiple breach?

[R0b]

Well it would amount to multiple breaches but whether it gives grounds for you to terminate the contract is a question of fact. The courts have in the past held that non-payment of 3 months invoices did not amount to a material breach but in other instances minor breaches over a period of 6 months entitled the non-breaching party to terminate for material breach.

You have to be careful because if you terminate the agreement and a court considers that you did not have the right to do so, then there will be consequences as it would be a wrongful termination. Of course the business is based in Germany so the chances of them going to court could be lower than normal if you refuse to pay up or consider the agreement terminated.

In short, multiple breaches combined can amount to a material breach warranting you to terminate the contract but it is fact specific. For example, you are much likely better to stand a chance if the breaches have occurred continuously and you have reported back to them that the invoices are not in pounds sterling as agreed. It would also assist if you sent them a final reminder that they've done it for 5 consecutive months and if it happens again then you consider that to be a material breach allowing you to terminate the agreement.

As I said, all very fact specific and you would need to determine if you have grounds based on what has occurred- we at best can only speculate what you could do in the circumstances.

[webbrowser]

Thanks for your help. I am invoiced quarterly so this all started around May 2018.