This Site and the Portal are owned and operated by Ngiyani. Your access to and use of the Site and the Portal is subject to these Terms & Conditions. Use of the Site and/or Portal, whether or not you have become a Community Member, indicates your acceptance of these Terms & Conditions. Please read them carefully before using the Site and/or Portal.
(a) Confidential Information means any information, whether recorded in writing or otherwise, in respect of the Portal, the Intellectual Property and these Terms & Conditions;
(b) Code of Conduct means the code of conduct that relates to your access to and use of the Portal and which You must agree to adhere to when submitting the Membership Form, a copy of which is available online via the Site;
(c) Data means any information and material uploaded, added, created or imported by You or any Community Member (whether through automatic synchronisation or otherwise) to the Site and the Portal, including without limitation names, company/business details, company/business logo(s) and all details contained in the Membership Form etc;
(d) Force Majeure means delay or inability to perform caused by war, whether declared or not, insurrections, strikes, lockouts or other industrial disturbance, inability to obtain materials, unavailability of equipment, fire, storm or other severe action of the elements, accidents, government or statutory restrictions or from other causes whether like or unlike the foregoing which are unavoidable or beyond the reasonable control of either party including any form of technological failure or the actions of third parties but shall not include, for the avoidance of doubt, a lack of funds or the unserviceability of plant and equipment (for any reason);
(e) Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, software, business and domain names, inventions and other results of intellectual activity related to or connected with the Site or the Portal throughout the world including without limitation:
(i) all names and logos, whether registered or not, related to or connected with the Site or the Portal including without limitation the names ‘Ngiyani’ and ‘Thuulu Wii’;
(ii) all domain names related to or connected with the Site or the Portal;
(iii) all material and software related to or connected with the Site or the Portal;
(iv) use information or manuals related to or connected with the Site or the Portal ;
(v) licences, certificates and authorisations related to or connected with the Site or the Portal; and
(vi) the information, names, text materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), advertisements, layout, arrangement, graphical user interface, look and feel, and control features of the Site and the Portal;
(b) Community Member means any person or entity that registers for and is accepted by Ngiyani to access and use the Portal and includes You, if you register for and are accepted by Ngiyani to access and use the Portal;
(c) Membership Form means the membership form available on the Site which is to be completed and submitted by You online via the Site in order to apply for access to the Portal;
(d) Ngiyani means Ngiyani Pty Ltd ACN 620 667 683;
(e) Portal means the online portal known as ‘Thuulu Wi’, accessible to Community Members via a closed Thuulu Wii Facebook Group, providing a far reaching, culturally safe and non-competitive digital portal space which provides a collective business opportunity to connect, exchange business details, further collaborate (online or offline), ignite or create opportunity for joint ventures or consortia to tender or bid for funding, create a critical mass of black entrepreneurs and black innovation and a place to receive and share information relevant to the advancement of the Community Members;
(f) Site means the website located at the domain www.ngiyani.com;
(g) You means the person or entity that accesses the Site and ‘Your’ shall be interpreted accordingly.
In these Terms & Conditions, unless inconsistent with the context or subject matter:
(a) a reference to a person includes any other legal entity;
(b) a reference to a legal entity includes a person;
(c) words importing the singular number include the plural number;
(d) words importing the plural number include the singular number;
(e) the masculine gender must be read as also importing the feminine or neuter gender;
(f) a reference to a party includes the party’s heirs, executors, successors and permitted assigns;
(g) headings are for reference purposes only and must not be used in interpretation;
(h) where any word or phrase is given a defined meaning any other part of speech or other grammatical form concerning the word or phrase has a corresponding meaning;
(i) a reference to a statute includes all regulations and subordinate legislation and amendments;
(j) references to writing include any mode of representing or reproducing words in tangible and permanently visible form, and includes e-mail and fax;
(k) a reference to a monetary amount is a reference to an Australian currency amount;
(l) an obligation of two or more parties binds them jointly and each of them severally;
(m) an obligation incurred in favour of two or more parties is enforceable by them severally;
(n) references to time are to local time in Queensland;
(o) where time is to be reckoned from a day or event, the day or the day of the event must be excluded;
(p) a reference to a business day means any day on which trading banks are open for business in Queensland;
(q) if any time period specified in these Terms & Conditions expires on a day which is not a business day, the period shall expire at the end of the next business day;
(r) a reference to a month means a calendar month.
(a) Your use of this Site and/or the Portal is by non-exclusive, non-assignable licence granted by Ngiyani strictly in accordance with these Terms & Conditions and for the avoidance of doubt:
(i) if You are not a Community Member, the licence is extended to allow You to access and use the Site only (but not the Portal); and
(ii) if You are a Community Member, the licence is extended to allow You to access and use the Site and the Portal.
(b) You acknowledge and agree with Ngiyani that You will not, as a result of being granted a non-exclusive licence, acquire any rights (including without limitation Intellectual Property) in the Site or the Portal other than the non-exclusive, non-assignable rights granted in accordance with these Terms & Conditions.
(c) You acknowledge and agree that these Terms & Conditions apply to updates, supplements, add on components, or other internet based services or components of the Site and the Portal.
(a) The Site and the Portal is available only to, and may only be used by, individuals who can form legally binding contracts under their applicable law. Without limiting the foregoing, the Site and the Portal are not available to and may not be used by persons under 18 years of age, undischarged bankrupts or persons under insolvency or administration.
(b) In order to use the Site and the Portal, You require the equipment and connections necessary to access the World Wide Web. Without limitation, You are responsible for:
(i) the provision of any such connection or access to the World Wide Web;
(ii) the payment of any fees associated with such connection or access (such as those charged by an internet service provider or other online service); and
(iii) the provision of all equipment necessary for You to make any such connection to the World Wide Web, including a computer and a modem.
(c) On the basis the Portal will be accessible to Community Members via a closed Thuulu Wii Facebook Group, You acknowledge and agree that any access to and use of and participation in the Facebook group will also be governed by Facebook’s terms and conditions and You must comply with such terms and conditions.
(a) In order for You to become a Community Member and receive access to the Portal, You must complete and submit the Membership Form. Once You complete and submit the Membership Form, Your Membership Form will be reviewed by Ngiyani. You will be notified of the outcome of Ngiyani’s assessment of Your Membership Form by email within 2 business days of Ngiyani receiving the Membership Form.
(b) If Ngiyani notifies You by email that Your Membership Form is acceptable, you will be granted access to the Portal and will become a Community Member. You will be provided with details of the access requirements by Ngiyani in the same email that You receive from Ngiyani notifying that Your Membership Form is acceptable.
(c) It is at the absolute discretion of Ngiyani whether or not it determines Your Membership Form to be acceptable and whether or not You are therefore granted access to the Portal and selected to become a Community Member. You acknowledge and agree that Ngiyani is not required to provide any reasons to You for refusing to accept your Membership Form and you are not be entitled to make any objection or claim as to the outcome.
(d) You warrant that all information provided by You in the Membership Form is accurate and complete in all respects and that You must not use false or misleading information in completing the Membership Form.
(e) You agree that if you become a Member, You agree to behave in a professional manner at all times and honour the cultural practice of Australia’s First Nation peoples when accessing and using the Portal at all times.
(f) You must update your details by written notice to Ngiyani should they have changed from the information provided on the Membership Form at any time. Ngiyani is not responsible for any loss or damage (including misdirected notifications) which may occur because You have not provided Ngiyani with up to date, accurate or complete information.
(g) You are responsible for the security of your access to the Site and the Portal and you must not disclose any username, password or access links to any other party not authorised to use the Site or the Portal. Ngiyani will assume that anyone using the Portal is authorised by You. Under no circumstances will unauthorised access and use of the Portal reduce Your liability in connection with the Portal.
(h) You must notify us immediately if You become aware of any unauthorised use of the Portal or other security breach which Ngiyani may consider relevant. If Ngiyani has reason to believe that there is likely to be a breach of security or misuse of the Portal, Ngiyani may close the Portal or prevent Your access to and use of the Portal.
(i) You permit Ngiyani to send You notifications by email and any other marketing or promotional information by email. Ngiyani will refrain from sending You marketing related materials, if You tell us You does not wish to receive these communications at any time.
6. Your Logo
(a) You acknowledge that the Membership Form requires You to upload Your business logo, if You have one. By uploading Your business logo to the Membership Form and provided You are then accepted as Member, You grant to Ngiyani a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to display your business logo on the Site and/or the Portal and in any blog posts, social media platforms or any other marketing or promotional information prepared by (or at the direction of) Ngiyani.
(b) Without limiting any other clause of these Terms & Conditions, You represent and warrant that Your business logo:
(i) will not infringe upon or misappropriate any Intellectual Property rights of any person;
(ii) will not violate any law or regulation;
(iii) will not be defamatory or libellous;
(iv) will not be obscene;
(v) will not include incomplete, false or inaccurate information about Your, your business or any other individual; and
(vi) will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
7. System Integrity & User Conduct
(a) You must not use the Site or the Portal to:
(i) impersonate or otherwise misrepresent Your identity or affiliation with any other person or entity;
(ii) input, upload, post, disclose or transmit any material that is defamatory, obscene, indecent, lewd, pornographic, violent, laterally abusive, insulting, threatening, harassing or misleading or deceptive;
(iii) input, upload, post, disclose or transmit any material which is subject to Intellectual Property rights of Ngiyani or any third party or breaches any duty of confidence or contractual obligation owed to Ngiyani or any third party;
(iv) input, upload, post, disclose or transmit any material that is unlawful or violates any law;
(v) send junk, obscene, indecent, offensive or threatening electronic mail or electronic mail in contravention of the Commonwealth Spam Act 2003 to any person or company;
(vi) download and store electronically, reproduce, transmit, display, copy, distribute or use the Site or the Portal or any materials contained in either of them;
(vii) upload any files that contain viruses, Trojan horses, worms, time bombs, corrupted files or any other similar software that may damage the operation of the Site or the Portal or another’s computer or property;
(viii) sub-license, rent, lease, transfer or attempt to assign the rights in the Site or the Portal to any other person and any dealing in contravention of this sub-clause shall be ineffective;
(ix) falsify or delete any attributions, legends, or other proprietary designations of origin or source of any content of the Site or Portal;
(x) conduct, display, or forward surveys, contests, pyramid schemes, or chain letters;
(xi) interfere with or disrupt the Site or Portal or servers or networks connected to the Site or Portal, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site or Portal;
(xii) attempt to gain unauthorised access to the Site or Portal or computer systems or networks connected to the Site or Portal through any means;
(xiii) commit forgery (or attempted forgery), harass any individual, or harm minors in any way;
(xiv) collect, store, input, upload, post, disclose or transmit personal information or data about others, including, without limitation email addresses;
(xv) breach the Commonwealth Privacy Act 1988 as amended, or the Australian Privacy Principles; or
(xvi) contravene or breach any applicable state, Commonwealth or international law, convention or regulation.
(b) You acknowledge and agree that You must not:
(i) use the Site or Portal for any purpose other than the purpose for which it was designed and intended;
(ii) remove or alter the security or use restriction mechanisms implemented in the Site or Portal;
(iii) attempt to gain unauthorised access to any materials other than those to which You have given express permission to access or to the computer system on which the Site or Portal are hosted;
(iv) commit or permit any act which may interfere with the use of the Site or Portal by any other user;
(v) tamper with, hinder the operation of or make unauthorised modifications to the Site or Portal or any part thereof;
(vi) damage or modify the Site or Portal or any part thereof;
(vii) reverse engineer, decompile or disassemble the Site or Portal or any part thereof;
(viii) copy, republish, frame, download, transmit, rent, lease, loan, sell, distribute, licence or sublicense the Site or Portal or any content within the Site or Portal or any part thereof; or
(ix) modify, alter, adapt, disassemble, reverse engineer, decompile or amend the Portal or any content within the Portal or any part thereof in any way.
(c) You will not, without prior written consent of Ngiyani, which shall be given or withheld at Ngiyani’s absolute discretion:
(i) affix or otherwise display Your name or logo on the content of the Site or Portal in a way that suggests a direct or indirect association with Ngiyani and/or any director or shareholder of Ngiyani and/or any content provider to the Site or Portal;
(ii) use another Community Member’s account, password, service or system.
(d) Ngiyani reserves the full and exclusive right to remove any offending or inappropriate material from the Site or Portal without notice.
(e) You will indemnify Ngiyani against any loss, damage or liability arising from or connected to the unauthorised use of the Site or Portal by You or any breach by You of any of the matters set out in this clause.
8. Code of Conduct
Ngiyani has a Code of Conduct which relates to the access to and use of the Portal by Members. Such Code of Conduct forms part of these Terms & Conditions and Your use of the Site and/or Portal, whether or not you have become a Community Member, indicates your acceptance to comply with the Code of Conduct at all times.
9. Links & Advertising
(a) The Site and the Portal may contain links to third party websites. Those websites are not under the control of Ngiyani and Ngiyani is not responsible for the content of the links contained in those websites or any webcasting or other transmission received from any such websites.
(b) Neither Ngiyani nor its officers, directors, employees, agents, or related bodies corporate recommend or endorse the content of any third party websites which may be linked to or from the Site or Portal, or products or services of any third party organisations mentioned or described on this Site or Portal or linked to or from the Site or Portal. You acknowledge that your enter any third party websites at its own risk.
(c) The Site or Portal may contain advertisements for third parties’ goods and/or services. The third party advertisers are responsible for the accuracy of all representations made in those advertisements. Neither Ngiyani nor its officers, directors, employees, agents or related bodies corporate recommend or endorse the goods or services that may be advertised on the Site or Portal, nor do they offer the goods or services for sale or make any other representation whatsoever about them. If You choose to order a product or service advertised by a third party on the Site or Portal, You do so at Your own risk.
(d) You must not link the Site or Portal from any other website or facility not owned or operated by Ngiyani.
10. General Maintenance and Technical Support
(a) The rights granted to You do not entitle You to receive from Ngiyani any technical support, telephone assistance, or enhancements or updates to the Site or the Portal, however this does not prevent Ngiyani from offering such services at its sole discretion.
(b) Ngiyani will endeavour to carry out any non-urgent support services, upgrades, updates, supplements, add on components, or other internet based services or components of the Site or the Portal outside of usual business hours.
(a) Ngiyani does not warrant that:
(i) the Site or the Portal will provide any function for which it is not specifically designed as described on the Site or the Portal;
(ii) the Site or the Portal will provide any minimum level of performance;
(iii) the Site or the Portal will be virus free or free of performance anomalies or be operational without interruption.
(b) You warrant to Ngiyani that at the time of entering the Site or the Portal, You was not relying on any representation made by Ngiyani.
(c) Except as expressly provided to the contrary, and to the extent permitted by law, Ngiyani makes no representations or warranties of any kind, express or implied as to the operation of Your access to or the results of Your access to the Site or the Portal (including any related or linked websites) or the correctness, accuracy, timeliness, or completeness or reliability of the information, content, materials or products included on the Site or the Portal.
You acknowledge that:
(a) to the extent permitted by law, the Site and Portal are provided by Ngiyani on an “as is” basis without any express or implied warranty of any kind;
(b) the Site or Portal may contain inaccuracies or typographical errors;
(c) the World Wide Web exists across open public networks that are neither secure nor private. Accordingly, You acknowledge and accept the risk that any communication to or from the Site or Portal may be intercepted, used or modified by third parties;
(d) Ngiyani may change any of the material on the Site or Portal at any time without notice;
(e) Ngiyani makes no commitment to update any material on the Site or Portal;
(f) You are responsible for assessing the reliability, accuracy, completeness, timeliness, suitability, quality, physical state or for a particular purpose of the material on or accessible through the Site or the Portal; and
(g) Your accept all risks and responsibility for all loss, damage, costs and other consequences resulting from Your use of the Site or the Portal or the material on or accessible through the Site or the Portal.
13. Limitation of Liability
(a) Where the law implies into these Terms & Conditions any term, condition or warranty, and those laws avoid or prohibit provisions in a contract excluding or modifying them, then the term, condition or warranty shall be deemed to be included in these Terms & Conditions provided that the liability of Ngiyani, its officers, directors, employees, agents and related bodies corporate for a breach of any such term, condition or warranty, including any economic or consequential loss which You may sustain shall be limited, at the option of Ngiyani, to:
(i) in the case of services, the supply of the services again, or the payment of having the services resupplied; or
(ii) in the case of goods, the replacement or repair of the goods, the supply of equivalent goods, or the payment of the costs of replacing or repairing the goods or acquiring equivalent goods.
(b) You release Ngiyani and its officers, directors, employees, agents or related bodies corporate from its liability for any loss or damage including without limitation, losses or damages for loss of profits, business interruption, loss of information, indirect, special, punitive or consequential losses or damages arising out of the use or inability to use or reliance on the material or information available on or accessible through the Site or the Portal, even if Ngiyani has been advised of the likelihood of such damages and whether or not caused by any negligent act or omission.
(c) Without limiting sub-clause (b), You release Ngiyani from any loss or damage (including indirect, special or consequential loss or damage) arising from Your use of, or reliance on, the Site or the Portal, whether or not caused by any negligent act or omission including but not limited to:
(i) loss of use, data or profits on any theory of liability arising out of or in connection with the use of or the inability to use the Site or the Portal;
(ii) Your reliance on the Site or the Portal;
(iii) the statements or actions of any employee or agent of Ngiyani;
(iv) any unauthorised access to or alteration of Your transmissions or data;
(v) any statements or actions of any other Community Member;
(vi) any information that is sent or received or not sent or received;
(vii) any failure to store or loss of data or files or other content;
(viii) Your fraudulent, negligent or otherwise unlawful behaviour;
(ix) information, data or other material provided to Ngiyani by You or on Your behalf;
(x) any delay or interruption of the Site or the Portal;
(xi) any loss incurred as a result of a third party obtaining Your access details, either with or without Your knowledge; or
(xii) any loss or damages in relation to the supply of services on or in relation to this Portal and any advertisement placed on or information made available on the Site or the Portal.
You agree to indemnify and hold harmless Ngiyani, and its officers, directors, shareholders, employees, consultants, agents, and related bodies corporate from and against all losses, damages, expenses and costs (including solicitor client costs on a full indemnity basis) and all third-party claims, liability, losses, damages, expenses and costs arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified in relation to or in connection with Your use of the Site or the Portal or Your failure to comply with these Terms & Conditions, or from Your violation of any applicable law.
15. Force Majeure
(a) If either party is rendered unable, wholly or in part, by Force Majeure to carry out or observe any of its obligations under these Terms & Conditions, it shall give to the other party prompt written notice providing full details of the Force Majeure.
(b) Subject to sub-clause (a), the obligations of the parties under these Terms & Conditions, to the extent affected by Force Majeure, will be suspended and no claim by either of the parties against the other party will avail by reason of such Force Majeure provided that the party giving such notice must, to the extent practicable, take all reasonable steps to remove or otherwise recover from the Force Majeure as soon as possible. Such reasonable steps will not require the notifying party to settle any reasons for Force Majeure on unfavourable terms.
16. Ownership of intellectual property
(a) You acknowledge and agree that Ngiyani owns the Intellectual Property and that no right, title or interest in any of the Intellectual Property is transferred or granted to You other than the rights granted expressly by these Terms & Conditions.
(b) You must not at any time assert any right to or over such Intellectual Property or take, appropriate, or represent any or all such Intellectual Property as Your own.
(c) You undertake not to take or permit or omit any action which would or might:
(i) invalidate or put in dispute Ngiyani’s title in the Intellectual Property or any part of it;
(ii) oppose any application for registration or invalidate any registration of the Intellectual Property or any part of it;
(iii) support any application to remove or undo Ngiyani’s title in the Intellectual Property or any part of it; or
(iv) assist any other person directly or indirectly in any of the above.
(d) The parties agree that any additional or further or new intellectual property rights created, formulated or discovered during or after Your use of or access to the Site or the Portal will be the sole and exclusive property of Ngiyani and You will promptly sign all documents and do all things necessary to register, vest or transfer any interest or ownership in such additional or further intellectual property rights to Ngiyani.
(e) Without limiting this clause, Ngiyani’s and the Thuulu Wi logo and name must not be used as part of Your business or in connection with any goods or services without the prior written consent of Ngiyani which shall be given, given on conditions or withheld at Ngiyani’s absolute discretion.
(a) Other than where:
(i) the Confidential Information is in the public domain, except as a consequence of a breach of this clause;
(ii) expressly agreed by all parties in writing; or
(iii) required by law;
You must at all times:
(iv) treat and keep the Confidential Information confidential;
(v) not use, or allow the use, of the Confidential Information by any third party;
(vi) not disclose or allow the disclosure, of the Confidential Information or the fact of the disclosure of the Confidential Information to any third party.
(b) You must ensure that your officers, employees, advisers and agents also observe the covenants in subclause (a) of this clause. You must keep a list of all persons to whom the Confidential Information is disclosed and must produce such list to Ngiyani on request.
(c) If requested by Ngiyani, You must immediately return all Confidential Information, and any copies of the Confidential Information, to Ngiyani.
(d) In the event of a breach or threatened breach of the terms of this clause by You, Ngiyani will, as between the parties, be entitled to an injunction restraining You from committing any breach of this clause without showing or proving actual damage sustained or likely to be sustained by Ngiyani.
(e) This clause shall not merge on the expiry or earlier termination of these Terms & Conditions.
(a) Ngiyani is committed to maintaining the privacy and confidentiality of Data and personal information and believes that the responsible use of personal information collected is critical to it’s business objectives and reputation.
(i) You authorise Ngiyani to use, store or otherwise process any information including Data and personal information which relates to and/or identifies You or Your consultants, employees, agents, officers and advisers, including, but not limited to, name, company/business name, company/business type, company/business size, company/business profitability, email address and postal address (the Personal Information), to the extent reasonably necessary for the provision of the Site and the Portal by Ngiyani, its successors, associates, sub-contractors or other third parties including for gathering statistical and demographic information;
(ii) You must ensure that all Personal Information provided to Ngiyani and that all membership details (where applicable) contain the correct name, address, e-mail address and other requested details;
(iii) You agree to the processing and disclosure of the Personal Information for the purpose of Ngiyani providing and administering the Site and the Portal; and
(iv) Ngiyani will not sell, assign, lease or otherwise dispose of any Personal Information to a third party for merely commercial gain.
19. Employees and Consultants
(a) You agree to assume responsibility for the actions of your consultants, employees, agents, officers and advisers who have access to the Site or the Portal.
(b) You must ensure that Your consultants, employees, agents, officers and advisers will be similarly bound by the obligations created under these Terms & Conditions.
The parties acknowledge and agree that in entering into these Terms & Conditions they are doing so as independent contractors and that neither these Terms & Conditions nor the provision of the Portal will create any relationship of employer and employee or partnership or joint venture between Ngiyani and You.
21. non exclusivity
Ngiyani may undertake or enter into agreements similar to these Terms & Conditions with other parties and You will not be entitled to make any objection or claim. You will not commit or permit any act which may interfere with the dealings between Ngiyani and any other party under such an agreement.
22. Breach and Termination
(a) Without limiting the generality of any other provision in these Terms & Conditions, a party who is not in breach may terminate these Terms & Conditions immediately if the other party breaches any provision of these Terms & Conditions and 14 days has lapsed since the party in breach was served with a written notice by the party not in breach that states how the breach can be remedied and the breach has not been remedied.
(b) Notwithstanding subclause (a), either Ngiyani or You may, by written notice to the other, immediately terminate these Terms & Conditions:
(i) in the event of the other party’s insolvency, receivership, or bankruptcy, assignment for the benefit of creditors, or where any substantial part of its property is, or becomes, subject to any lien, levy, seizure assignment of sale for or by any creditor to governmental agency without being released or satisfied within ten days; or
(ii) if the other party ceases or threatens to cease conducting its business in the normal manner.
(c) Notwithstanding subclause (a):
(i) if Ngiyani considers that You are using the Site in breach of these Terms & Conditions or the Code of Conduct, Ngiyani reserves the right at its absolute discretion to cancel or suspend Your access to the Site and the Portal and/or to remove any infringing data, file, content or material from the Site and the Portal and Ngiyani shall have no liability to You; and
(ii) Ngiyani reserves the right to deny You access to, or use of, all or part of the Site or the Portal, without prior notice, if You engage in any conduct that Ngiyani believes, in its sole discretion:
A. violates any term or provision of these Terms & Conditions or the Code of Conduct;
B. violates the rights of Ngiyani or any third party;
C. is otherwise inappropriate for continued access and use of the Site and the Portal.
(d) In addition to the rights set out above, these Terms & Conditions may be terminated by written agreement of both parties.
(e) The rights and remedies of each party contained in this clause are in addition to any other rights and remedies by law or under these Terms & Conditions.
23. Effect of expiry or Termination
(a) On termination or expiry of these Term & Conditions, Your right to access and use the Site and the Portal will cease.
(b) Any rights which may have accrued to either party shall be unaffected.
(c) All rights contained in these Terms & Conditions which are capable of doing so shall survive the expiration or termination of these Terms & Conditions.
24. General Provisions
(a) Publication of electronic addresses on the Site or the Portal is for the purpose of professional communication only and must not be used to infer consent to the receipt of unsolicited commercial electronic messages.
(b) Ngiyani may from time to time amend, update, or change the Portal or the Site, including these Terms & Conditions, without prior notice.
(c) These Terms & Conditions constitute the entire agreement between You and Ngiyani with respect to this Site and the Portal, and the Terms & Conditions replace all prior or contemporaneous understandings or agreements, written or oral, regarding the Site or the Portal.
(d) No oral explanation or information provided by a party to another affects the meaning or interpretation of these Terms & Conditions or constitutes any collateral agreement, warranty or understanding.
(e) If any provision of these Terms & Conditions is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent possible and will be deemed deleted to the extent that it is not enforceable, and the remaining provisions of the Terms & Conditions shall remain in full force and effect.
(f) The failure by Ngiyani to insist upon or enforce strict performance of any of these Terms & Conditions will not be construed as a waiver of any right or remedy of Ngiyani in respect of any existing or subsequent breach of these Terms & Conditions.
(g) No waiver by a party of a provision of these Terms & Conditions is binding unless made in writing.
(h) The law of Queensland, Australia govern these Terms & Conditions. Your hereby consent and submit to the non-exclusive jurisdiction and venue of the Courts of the State of Queensland and the Commonwealth of Australia for any cause of action relating to or arising under these Terms & Conditions.
(i) Ngiyani operates the Site and the Portal in Australia. Information contained on the Site or Portal may not be appropriate or available for use in other locations. If You accesses the Site or the Portal from other locations, You do so at Your own initiative and You are solely responsible for compliance with local laws.
(j) Where possible, the obligations of the parties under these Terms & Conditions will indefinitely survive the finalisation or discontinuance of these Terms & Conditions.
(k) These Terms & Conditions shall be for the benefit of and binding upon the parties and their heirs, executors, successors and permitted assigns.
(l) The parties must execute and deliver all documents and must do all things as are necessary for the complete performance of their respective obligations under these Terms & Conditions.
(m) The rights and remedies of a party to these Terms & Conditions are in addition to the rights or remedies conferred on the party at law or in equity.
(n) The contra proferentem rule and other rules of construction will not apply to disadvantage a party whether that party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.
(o) Any notice or demand in writing required to be given by Ngiyani to You shall be sufficiently served if:
(i) served personally or by pre-paid mail to Your address;
(ii) sent in electronic form by email to Your email address; or
(iii) published by notice on the Site or the Portal.