PRIME GOV 2020 - Laserfiche WebLink

Home Browse Search

PPIMEGO 18.2.1 take appropriate technical and organizational measures against unauthorized or unlawful processing of, and accidental loss or destruction of, or damage to, Personal Data, having regard to the state of technological development and the cast of implementing any measures, to ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing, accidental loss, destruction or damage and the nature of the Personal Data; 18.2.2 only process Personal Data in accordance with instructions from the Customer and the Customer shall not provide the Supplier access to sensitive personal information that imposes specific security data security obligations for the processing of such data.; and 18.2.3 take reasonable steps to ensure the reliability of its employees who have access to the Personal Data. 19 TERMINATION 19.1 19.1.1 If a party: (a) commits a material breach of this Agreement which cannot be remedied; or (b) commits a material breach of this Agreement which can be remedied but fails to remedy that material breach within sixty (60) days of a written notice setting out the breach and requiring it to be remedied being given by the other party (or such longer period where agreed between the parties. the other party may terminate this Agreement immediately by giving not less than sixty (60) days' written notice to that effect to the party in breach. 19.1.2 A breach can be remedied if the party in breach can comply with the relevant obligation in all respects other than as to time of performance unless time of performance of such obligation is of the essence. 19.1.3 This clause 19.1 will not apply to any failure by the Customer to make any payment due to the Supplier under this Agreement on or before the due date. Clause 19.2 will apply instead to any such failure. 19.2 The Supplier may terminate this Agreement by giving not less than thirty (30) days' written notice to that effect to the Customer if the Customerfails to make any payment due to the Supplier under this Agreement within 60 days after the relevant due date for payment. 19.3 Either parry may terminate this Agreement immediately by giving written noticeto that effect to the other party ifthe other party becomes Insolvent. Each party will notify the other party immediately upon becoming Insolvent. 19.4 If an application for an administration order, a notice of intention to appoint an administrator or a winding up petition is the only grounds for giving notice to terminate, that notice will be deemed to be ineffective if: 19.4.1 in the event of an application for an administration order being made, that application is withdrawn or dismissed within 10 Business Days of being made; 19.4.2 in the event of a notice of intention to appoint an administrator being fled, no administrator is appointed within 10 Business Days of the notice being filed; or 19.4.3 in the event ofa winding up petition being presented, that petition iswithdrawn or dismissed prior to advertisement and within 10 Business Days of presentation. 19.5 The Suppliers rights of termination set out in this Agreement are in addition to and not in substitution for any rights of termination which may exist at common law. 19.6 Termination of this agreement for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination. 20 CONSEQUENCES OF TERMINATION 20.1 The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination. 20.2 If the Supplier terminates or suspends the Service under this Agreement, Customer must pay within 30 days all Service Fees and Professional Services Fees that have accrued prior to such termination or suspension, as well as any fees that remain unpaid for the Service up to date of termination or suspension plus related taxes and expenses. If the Agreement is terminated by Customer far any reason other than a termination expressly permitted by the Agreement, Customer agrees that the Supplier shall be entitled to the Service Fees payable for the Service under the Agreement for the entire Initial Term or if terminated during an Extended Term, the Service Fees payable for the entire Extended Term, unless a provision to the contrary is stipulated in the Agreement. 20.3 The clauses in this Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination. 20.4 The Customer shall not be entitled on or after the termination of this Agreementfor any reason whatsoeverto a rebate of any Service Fees paid in advance of their due date. 20.5 On termination ofthis Agreement howsoever arising the Customerwill atthe direction ofthe Supplier returnto the Supplier any documents in its possession or control which contain or record any Confidential Information. 21 FORCE MAIEURE 21.1 Neither party to this Agreement will be deemed to be in breach of this Agreement or otherwise liable to the other party in any manner whatsoever for any failure or delay in performing its obligations under this Agreement due to Force Majeure, provided that it has complied and continues to comply with its obligations set out in clause 21.2. Force Majeure of this agreement is defined as catastrophic events ofenvironmental and unforeseen nature. Examples defined as force Majeure (but not limited to) include, hurricanes, tornados, earthquakes, and others of like unforeseen environmental impacts. 21.2 If a parry's performance of its obligations under this Agreement is affected by Force Majeure: 21.2.1 it will give written notice to the other party, specifying the nature and extent of the Force Majeure, within seven days of becoming aware of the Force Majeure and will at all times use all reasonable endeavors to bring the Force Majeure event to an end and, whilst the Force Majeure is continuing, to mitigate its severity, without being obliged to incur any expenditure; 21.2.2 subject to the provisions ofclause 21.3, the datefor performance ofsuch obligation will be deemed suspended only for a period equal to the delay caused by such event;