12.1. Quentosity may perform any or all of its obligations under these Terms or any Quote through agents or sub-contractors.
13.1. Subject to clause 13.213.1, Quentosity and the Customer both undertake to treat as confidential and keep secret all information marked which may reasonably be intended to be confidential, including, without limitation any information related to Quentosity’s business practices and operating procedures disclosed to the Customer.
13.2. The parties acknowledge that disclosure of such information pursuant to any law, regulation, court order or valid government department or agency legal requirement is valid, provided the party:
a. Gives advance notice of such disclosure is provided to the other party;
b. Co-operates fully to prevent disclosure of the information; and
c. Only discloses that portion of the information necessary to comply with such requirement.
13.3. The parties shall divulge information only to those of their employees, agents or sub-contractors who are directly involved in the performance of that party’s obligations pursuant to any agreement and shall ensure that such employees, agents or subcontractors are aware of their requirement to comply with these obligations of confidentiality.
14. ACCESS AND PERMISSIONS
14.1. The Customer shall ensure that at all times Quentosity is granted all necessary licences, permissions and access reasonably required to perform Services including. without limitation:
a. physical access to any relevant premises and hardware;
b. logon and password access to any relevant computer systems; and
c. remote online access to any relevant computer systems where available.
14.2. Without any liability, Quentosity shall be entitled to suspend provision of Services where the Customer fails to comply with clause 14.1.
15. INTELLECTUAL PROPERTY
15.1. All Intellectual Property including, without limitation, all systems, documentation and software and all associated rights of any nature, created by Quentosity shall remain the property of Quentosity and unless provided for otherwise in this Agreement the Customer obtains no rights in respect of such.
15.2. For the avoidance of doubt, and without limitation of clause 15.1, Quentosity will not obtain any rights in the Intellectual Property of the Customer by virtue of the provision of the Services.
15.3. For the purposes of this clause 15 ‘Intellectual Property’ shall mean all vested, contingent, and future intellectual property rights including but not limited to copyright, trademarks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created.
16. BREACH AND TERMINATION
16.1. Either party may terminate any of the Services to be provided pursuant to these Terms (Innocent Party) immediately on written notice to the other (Second Party) in the event that:
a. There is a material breach of these Terms or any warranty given by the Second Party and such breach is not cured within 30 days of the receipt of written notice from the Innocent Party specifying the particulars of the breach, and provided that such breach is not the subject of any legitimate dispute; or
b. The Second Party is placed in receivership, liquidation or voluntary administration.
16.2. Quentosity may terminate any of the Services provided under these Terms immediately on written notice to the Customer, where:
a. Quentosity has suspended the offering of credit to the Customer or terminated the Account;
b. Quentosity has suspended the provision of any Services;
c. The Customer is not actively and reasonably to resolve any Fees then owing to Quentosity.
16.3. Notwithstanding any other provision of these Terms, no provision of these Terms will in any way constrain or restrict Quentosity from complying, without liability, with any obligations pursuant to the Copyright Act 1994 or any further legislation, legislative provision or regulation that replaces or is intended to supplement or be observed in relation to the Copyright Act 1994.