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18.2.1 Take appropriate technical and organizational measures against unauthorized or <br />unlawful processing of, and accidental loss or destruction of, or damage to, Personal <br />Data, having regard to the state of technological development and the cost of <br />implementing any measures, to ensure a level of security appropriate to the harm that <br />might result from such unauthorized or unlawful processing, accidental loss, <br />destruction or damage and the nature of the Personal Data; <br />18.2.2 Only process Personal Data in accordance with instructions from the Customer and <br />the Customer shall not provide the Supplier access to sensitive personal information <br />that imposes specific security data security obligations for the processing of such <br />data.; and <br />18.2.3 Take reasonable steps to ensure the reliability of its employees who have access to <br />the Personal Data. <br /> <br />19 TERMINATION <br />19.1 <br />19.1.1 If a party: <br />(a) Commits a material breach of this Agreement which cannot be remedied; or <br />(b) Commits a material breach of this Agreement which can be remedied but fails <br />to remedy that material breach within sixty (60) days of a written notice setting <br />out the breach and requiring it to be remedied being given by the other party <br />(or such longer period where agreed between the parties. <br />Then the other party may terminate this Agreement immediately by giving not less <br />than sixty (60) days’ written notice to that effect to the party in breach. <br />19.1.2 A breach can be remedied if the party in breach can comply with the relevant <br />obligation in all respects other than as to time of performance unless time of <br />performance of such obligation is of the essence. <br />19.1.3 This clause 19.1 will not apply to any failure by the Customer to make any payment <br />due to the Supplier under this Agreement on or before the due date. Clause 19.2 will <br />apply instead to any such failure. <br />19.2 The Supplier may terminate this Agreement by giving not less than thirty (30) days’ written <br />notice to that effect to the Customer if the Customer fails to make any payment due to the <br />Supplier under this Agreement within 60 days after the relevant due date for payment. <br />19.3 Either party may terminate this Agreement immediately by giving written notice to that effect <br />to the other party if the other party becomes Insolvent. <br />19.4 Each party will notify the other party immediately upon becoming Insolvent. <br />19.5 If an application for an administration order, a notice of intention to appoint an administrator <br />or a winding up petition is the only grounds for giving notice to terminate, that notice will be <br />deemed to be ineffective if: <br />19.5.1 in the event of an application for an administration order being made, that application <br />is withdrawn or dismissed within 10 Business Days of being made; <br />19.5.2 in the event of a notice of intention to appoint an administrator being filed, no <br />administrator is appointed within 10 Business Days of the notice being filed; or <br />19.5.3 in the event of a winding up petition being presented, that petition is withdrawn or <br />dismissed prior to advertisement and within 10 Business Days of presentation. <br />19.6 Either Party may terminate this Agreement without cause after giving sixty (60) days’ notice <br />of termination to the other Party. <br />19.7 The Supplier’s rights of termination set out in this Agreement are in addition to and not in <br />substitution for any rights of termination which may exist at common law. <br />19.8 Termination of this agreement for any reason, shall not affect the accrued rights, remedies, <br />obligations or liabilities of the parties existing at termination. <br />