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Either party may terminate for material breach after providing written notice and a 30-day cure period. If Customer properly terminates for Contentsquare's uncured material breach, Contentsquare must refund prepaid fees on a pro rata basis for the unexpired term. The refund right applies only to terminations that are both proper and undisputed.
This analysis describes what Heap's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
The refund mechanism for Customer-initiated termination for cause is conditioned on the termination being both proper and undisputed, which introduces a potential dispute resolution dependency before any refund obligation attaches. The 30-day cure period and the requirement for undisputed termination may extend the time before Customer can recover prepaid fees.
Interpretive note: The term 'proper and undisputed termination' is not defined in the agreement, creating potential ambiguity about what conditions must be satisfied before the pro rata refund obligation attaches.
Under this clause, Customer may exit an Order Form early without financial liability only upon Contentsquare's uncured material breach, and the pro rata refund of prepaid fees is available only where the termination is both procedurally proper and undisputed. Absent a qualifying material breach by Contentsquare, Order Forms remain non-cancellable.
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"either Party may terminate an Order Form or this MSA without liability to the other upon giving written notice to the other if the other Party is in material breach of the Agreement and (if such breach is remediable) the breaching Party fails to remedy that breach within thirty (30) days after receiving written notice. Upon the proper and undisputed termination of this MSA or an Order Form for cause by a Customer pursuant to Section 7.2 (Termination for Cause), Contentsquare shall refund to Customer on a pro rata basis, based on the then current Term, all prepaid Fees which relate to the unexpired part of the Term.Excerpt from Heap's Terms of Service
1) REGULATORY LANDSCAPE: Termination for cause provisions in B2B SaaS contracts are governed by applicable commercial law in the relevant jurisdiction per Section 11.11. No specific regulatory framework governs this provision directly. In certain EU jurisdictions, local insolvency law may affect the operation of the termination on insolvency provision. 2) GOVERNANCE EXPOSURE: Medium. The conditionality of the refund on the termination being undisputed creates a practical risk that Contentsquare could contest the propriety of termination, delaying or precluding the refund. Legal teams should assess the definition of material breach in the context of the services provided and document alleged breaches carefully. 3) JURISDICTION FLAGS: Termination on insolvency provisions may be subject to local mandatory law in certain EU jurisdictions that limit the ability to terminate contracts upon a counterparty's insolvency. The 60-day survival period for an insolvency petition before termination rights arise should be reviewed against applicable insolvency law in the Customer's jurisdiction. 4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should document evidence of any alleged material breach and the 30-day cure notice carefully to preserve termination and refund rights. The requirement for undisputed termination suggests that any disputed termination may require legal proceedings before refund obligations are enforceable. 5) COMPLIANCE CONSIDERATIONS: Legal teams should maintain contemporaneous records of service level failures, data incidents, or other events that may constitute material breach. Contract management systems should track the 30-day cure notice and response timelines. Finance teams should be aware that refund recovery under this clause may not be immediate where Contentsquare disputes the termination basis.
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The refund mechanism for Customer-initiated termination for cause is conditioned on the termination being both proper and undisputed, which introduces a potential dispute resolution dependency before any refund obligation attaches. The 30-day cure period and the requirement for undisputed termination may extend the time before Customer can recover prepaid fees.
Under this clause, Customer may exit an Order Form early without financial liability only upon Contentsquare's uncured material breach, and the pro rata refund of prepaid fees is available only where the termination is both procedurally proper and undisputed. Absent a qualifying material breach by Contentsquare, Order Forms remain non-cancellable.
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