Terms of Services

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE YOU PROCEED

1. THE AGREEMENT WITH US

1.1. These are the terms and conditions ("Terms of Services") relevant to the Services we supply. These Terms of Services refer to the following additional terms which also apply to your use of our Services:

1.1.1. Our Terms of Use

1.1.2. Our Privacy Policy

1.2. The above terms and conditions and policies are hereby incorporated by reference and together are the agreement ("Agreement") between us and you. If there is any conflict between the above terms and conditions/policy and the Terms of Services, the Terms of Services will prevail. Parties to the Agreement are Fifty-Four Collective NPC and you, the person, business entity or sole trader (the "Customer") accessing and using our Services and shall to the extent applicable, including any of your employees or Authorised Users using our Services.

1.3. Where you register on the Fifty Four Collective Website and use our Services on behalf of someone else (your employer, business, partnership, or any other juristic person) you will have to be authorised to act on behalf of the person you are registering for. By Clicking on "Sign Up" or "Submit" or "Log in" for the first time or "I agree" you acknowledge and warrant that:

1.3.1. You are authorised to act on behalf of the Customer;

1.3.2. You have read these Terms of Services, and agree to these Terms of Services on behalf of the Customer;

1.3.3. The Customer will be bound by these Terms of Services when utilising the Services made available by us;

1.3.4. If you are not authorised to act on behalf of the Customer, that you will be personally bound by these Terms of Services and indemnify us against any claim whatsoever.

[We have the right to request proof of your authorisation at any time]
[where you are acting on behalf of a Customer, reference to "you" below shall also include the Customer]

1.4. For the supply of Services via the Fifty Four Collective Website no electronic signature is required; the mere sending of data messages (see definition under the ECT Act) or click on "Log In" or "I accept" or "Submit" demonstrates your acknowledgement and agreement to these Terms of Services and Service Specific T&Cs (where applicable) for each Service.

1.5. We may at any time amend this Agreement without notice. You are responsible for reviewing the Agreement on each occasion that you visit the Fifty Four Collective Website and utilize our Services, and if you continue to use any of the Fifty Four Collective Services after the changes are made, you are deemed to have accepted the amended Agreement. Where amendments to these Terms of Services may result in limitation of your rights as per these Terms of Services we will where reasonably possible notify you in advance in writing.

1.6. We strongly recommend that you save a copy of this Agreement or print same for your record purposes.

2. YOUR SERVICE ACCOUNT

2.1. In order to use any of our Services, you must register for and maintain an active account ("Service Account") on our Website.

2.2. To enable us to set up the necessary Service Account we will need certain information about the Customer as prescribed by Fifty Four Collective from time to time.

2.3. To access the Service Account we will provide you with an initial username and password, whereafter you must use a unique password. You will need to use your username and unique password to access the Fifty Four Collective Services on our website.

2.4. You agree and warrant that your username and password shall:

2.4.1. be used for purposes of utilising our Services as per our Terms of Services only; and

2.4.2. not be disclosed by you to any third party.

2.5. For security purposes you agree to enter the correct username and password whenever utilising our Services, failing which you will be denied access.

2.6. You agree to notify us immediately upon becoming aware of or reasonably suspecting any unauthorised access to or use of your username and password and to take steps to mitigate any resultant loss or harm.

2.7. Information on your Service Account: You agree:

2.7.1. To provide and maintain accurate, complete, and up-to-date information in your Service Account;

2.7.2. That your failure to submit, and maintain accurate, complete, and up-to-date Service Account information, may result in your inability to access and use the Services;

2.7.3. That we may use the information you provide us with to submit to our selected service providers to verify who you are, including but not limited to verifying whether your account details submitted to us are accurate or not.

2.8. You are responsible for all activity that occurs under the Service Account and agree to maintain the security and secrecy of the Service Account details at all times. Unless otherwise agreed to, you may not authorize third parties to use your Service Account.

2.9. You agree that, once the correct username and password relating to the Service Account have been entered, irrespective of whether the use of the username and password is fraudulent or unauthorised, you will be liable for any activity that occurs during the access to the Services via the Service Account;

2.10. You may not assign or otherwise transfer your Service Account to any other person or entity.

2.11. Submission of your information for purposes of the Service Account does not automatically give you the right to access the Services. We have the right not to grant you access to a Service Account or Service (see below) or to revoke such right and disable any user identification code, whether chosen by you or allocated by us, at any time, if in our reasonable opinion, you have failed to comply with any of the provisions of these Terms of Service.

3. GRANT OF RIGHTS

3.1. Subject to these Terms of Services, we hereby grant to you a non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Services (as per the user roles according to your subscription) solely for your (or where you act on behalf of a Customer) internal Customer operations (unless otherwise agreed to in writing).

3.2. You acknowledge and agree that the Services are only made available to you as part of the FIFTY FOUR COLLECTIVE Services and Content, and not sold, to you. You do not acquire any ownership interest in the Services or to the Content, or any other rights thereto other than to use the Services in accordance with the rights granted, and subject to all terms, conditions and restrictions. We reserve and shall retain our entire right, title and interest in and to the Services and Content, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you under these Terms of Services.

4. RESTRICTIONS

4.1. You will not or allow any third party to: (a) copy, modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Services or any FIFTY FOUR COLLECTIVE Services and/or Content; (b) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Services or any part thereof; (c) remove, delete, alter or obscure any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Services, FIFTY FOUR COLLECTIVE Services and Content, including any copy thereof; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services or any features or functionality of the Services or any part of the FIFTY FOUR COLLECTIVE Services and Content, to any third party for any reason or (e) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Services; (f) use the Services, FIFTY FOUR COLLECTIVE Services and Content for purposes which are illegal, (g) access all or any part of the Services in order to build a product or service which competes with the Services, or (h) use or misuse the Services in any way which may affect the functionality of the Services, or the ability of any other user to use the Services. Certain Content may be downloaded, however this will be for your own personal use and you shall not be entitled to submit or make it available to any third party for your or their commercial benefit whatsoever.

4.2. You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, in the event of any such unauthorised access or use, promptly notify Fifty Four Collective.

4.3. The rights provided under this clause 3 are granted to you (and where acting on behalf of a Customer) only.

5. PROVISION OF OUR SERVICES

5.1. Services: We will provision the Services and make available Content to you on and subject to these Terms of Services;

5.2. Service Description: The information on the Fifty Four Collective Website is for general information purposes. Although we have made every effort to display the correct content, we cannot guarantee that the content is 100% accurate. For more detailed information about our Services you can contact us.

5.3. When we will provide the Services. We will supply the Services to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in clause 6 or we end the contract by written notice to you as described in clause 6.

5.4. Delays outside our control: We are not responsible for delays outside our control. If our supply of the Services is delayed by an event outside of our control then we will contact you as soon as reasonably possible to let you know and will take steps (where reasonably possible) to minimise the effect of the delay.

5.5. Service delivery location: It is deemed that all Services are delivered from our Premises;

5.6. Support Services: We will provide you with Fifty Four Collective's standard support services during normal working hours in accordance with Fifty Four Collective's Support Services Policy in effect at the time that the Services are provided. We may amend the Support Services Policy in our sole and absolute discretion from time to time.

5.7. Changes to the software or other technology. We may alter, update or upgrade the software or any other technology from time to time. Updates and upgrades to core framework and plug-ins will be processed automatically.

5.8. Reasons we may suspend the supply of Services to you. We may have to suspend the supply of Services to:

5.8.1. deal with technical problems or make minor technical changes;

5.8.2. perform routine maintenance, upgrade hardware and or software as well as release upgrades;

5.8.3. update the Services to reflect changes in relevant laws and regulatory requirements;

5.8.4. make changes to the Services as requested by you or notified by us to you.

5.9. Downtime and Suspensions: Your access to and use of the Services may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction, or other unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions. We shall also be entitled, without any liability to you, to suspend access to any portion or all of the Services at any time, on a system-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any part of the Services; (b) in the event of a denial of service attack or other attack on the Services or other event that we determine, in our sole discretion, may create a risk to the applicable Services, to You or to any of our other customers if the Services were not suspended; or (c) in the event that we determine that any Services is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons.

5.10. Uploading Material to the Services

5.10.1. Whenever you make use of a feature that allows you to upload material to the Services, or to make contact with other third parties via the Services, you must comply with the content standards set out in clause 5.11 below. You warrant that any upload or contribution from you complies with those standards, and you indemnify us for any breach of that warranty.

5.10.2. Any material you upload to the Services (other than Personal data (see Privacy Policy) or documents clearly indicated as confidential) will be considered non-confidential and non-proprietary;

5.10.3. Where you upload third party information to the Services we assume that you have obtained all necessary consent prior to uploading the information;

5.10.4. We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you.

5.10.5. We have the right to remove any material or posting you make on the Services if, in our opinion, such material does not comply with the content standards set out below.

5.10.6. From time to time certain you or the Trainer will be uploading content and information to the Services. The Company provides the Services as a tool for training and e-learning. We have no control over the content of said uploads and shall not be liable for any claims or damages that may result from such uploads.

5.11. Content Standards

5.11.1. These content standards apply to any and all material which you upload or contribute to the Platform (contributions).

5.11.2. You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole.

5.11.3. Contributions must be accurate (where they state facts), be genuinely held (where they state opinions), comply with applicable law from the country from which they are posted or applicable to you.

5.11.4. Contributions must not contain any material which is defamatory of any person, or any material which is obscene, offensive, hateful or inflammatory, or that promote sexually explicit material or violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age. It should further not infringe any intellectual property rights of any other person or be likely to deceive any person or be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence. It should also not promote any illegal activity or be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety or be likely to harass, upset, embarrass, alarm or annoy any other person or be used to impersonate any person, or to misrepresent your identity or affiliation with any person or give the impression that they emanate from us, if this is not the case or advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse. Contributions should further not contain any damaging code or viruses.

5.11.5. We have the right to remove any content from the Platform in our sole discretion.

6. TERMINATION AND SUSPENSION

6.1. By You: You may terminate the Agreement with us at any time. If you require any action as per our Privacy Policy -- then you need to refer to our Privacy Policy and contact us (in writing) with your request;

6.2. By Us:

6.2.1. we (in our sole discretion) may either suspend your access to the Services or terminate the agreement with you without notice if you breach any provision of the Terms of Services

6.2.2. where your use of the Services were subject to an agreement between us and your trainer / employer and the latter agreement gets terminated, then we may terminate this agreement immediately.

6.3. The Company further reserves the right to change, suspend, or discontinue all or any aspects of the Services, for any reason at our sole discretion. Where any of the changes may affect your rights we will, where reasonably possible, provide you with a 7 days' advance notice.

6.4. On termination of the agreement with you, your rights under these terms of Services shall terminate immediately. Termination will not limit any of the Company's rights or remedies at law.

6.5. Consequences of termination: the following shall apply if there is a termination:

6.5.1. Your rights to access and use the Services will immediately be revoked;

6.5.2. We may destroy or otherwise dispose of any of the data in its possession unless we receive, no later than 10 (ten) days after the effective date of the termination, a written request for the delivery of your then most recent back-up data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 (thirty) days of its receipt of such a written request, provided that you have, at that time, paid all fees (if applicable). You shall further pay all reasonable expenses incurred by FIFTY FOUR COLLECTIVE in returning or disposing of your data

6.5.3. Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Terms of Services which existed at or before the date of termination shall not be affected or prejudiced.

7. WARRANTIES

7.1. We will use reasonable endeavors to ensure that the Services will give the functionality and levels of services as per our published specifications when used in accordance with i) this Agreement, ii) on accredited computer hardware and an operating system for which the Services are designed, and iii) in accordance with Fifty Four Collective instructions and documentation as may be communicated to you from time to time.

7.2. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES AND CONTENT ARE PROVIDED AND MADE AVAILABLE "AS IS" AND THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THOSE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE DO NOT REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR MEET YOUR SPECIFIC REQUIREMENTS.

7.3. We do not warrant that:

7.3.1. The Services will be continuously available, or that your use will be uninterrupted or bug or error-free or that the Services, software or server on which it is hosted will be free from any attack; or

7.3.2. the information we provide about the Services or the Content is correct and complete, but nevertheless undertake to use our reasonable endeavors' to ensure that all the information we provide on the Services or our Website or in relation to the Content is correct and complete at the time of the last update to the relevant page;

7.3.3. The Services or Content will meet your requirements. The Services and Content are provided "as-is" and it is your responsibility to satisfy yourself that it meets your requirements and is compatible with your hardware and software prior to making use of it;

7.3.4. The Services results will be accurate, correct and reliable;

7.3.5. Any defects in the Services will be or can be corrected.

7.4. To the extent permitted by law all undertakings and warranties given by us under this Agreement are exclusive and all other terms, warranties, representations, undertakings and conditions express or implied, statutory or otherwise are excluded.

8. LIMITATION OF LIABILITY

8.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, DIRECTORS OR EMPLOYEES, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT (BUT NOT LIMITED TO): (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (b) DIRECT DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

9. INDEMNITIES

9.1. You will defend, indemnify and hold us and our employees harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services or the content you may upload. Furthermore, you agree that we assume no responsibility for the content you submit, upload or make available through the Services.

9.2. We will defend you against any claim that the Services (or Content) infringes any South African patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

9.2.1. We are given prompt notice of any such claim;

9.2.2. You provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and

9.2.3. We are given sole authority to defend or settle the claim.

10. PROPRIETARY RIGHTS

10.1. You acknowledge and agree that we and our licensors own all intellectual property rights in the Services (including but not limited to the Software, and Pattern Data utilised for purposes of the Services), documentation and Content. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services, Pattern Data, documentation or Content.

10.2. You are only entitled to the limited use of the intellectual property rights granted to you under these Terms of Services. You will not take any action to jeopardise, limit or interfere with our or our licensor's intellectual property rights. Any unauthorised use of said intellectual property rights is a violation of this agreement as well as a violation of intellectual property laws and other common law rights.

10.3. We agree that you will own all intellectual property to any content you may upload and/or create using our Services.

10.4. We shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into its products, services and business any suggestions, enhancement requests, recommendations or other feedback provided by you or the Authorised User relating to the operation of the Services.

11. CUSTOMER DATA

11.1. You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

11.2. You hereby grant us and our Internal Third Parties and External Third Parties (see our Privacy Policy for definition) a worldwide, royalty-free, and non-exclusive license during the term of its use of the Services (and such other term as required by law and/or agreed to under this Agreement) to Process and retain copies of the Customer Data in order to provide the Services ("Your Content License")

11.3. We shall follow our archiving procedures for Customer Data as set out in our Back-Up Policy, which policy shall be made available on receipt of your written request. In the event of any loss or damage to Customer Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us in accordance with the archiving procedure described in its Back-Up Policy. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).

11.4. Customer Data Storage:

11.4.1. We store all Customer Data in electronic format;

11.4.2. in the case where your Services have been suspended or terminated and you have not given a written request to us for the delivery of the then most recent back-up of the Customer Data, we may irrevocably delete your Customer Data.

11.5. You understand and consent that we, in performing the required technical steps to provide the Services, may

11.5.1. transmit or distribute Customer Data over various public or private networks and in various media; and

11.5.2. make such changes to Customer Data as are necessary to conform and adapt that Customer Data to the technical requirements of connecting networks, devices, Services or media.

11.6. Both parties will comply with all applicable requirements of the Data Protection Laws. This clause is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Laws. Where any Customer Data consists of Personal Information we will Process Customer Information in accordance with our Privacy Policy.

11.7. You shall ensure that the relevant third parties (data subjects) have been informed of, and have given their consent to, use, processing, and transfer of personal information on the Services, as required by all applicable Data Protection Laws;

11.8. We will notify you immediately in writing if there are reasonable grounds to believe that Customer Data has been accessed or acquired by any unauthorised person or that there has been any loss or corruption of personal information. We agree to use our best endeavours to assist you, where such information has been used, lost, corrupted or disclosed in remedying such unauthorised use, loss, corruption or disclosure.

12. DISPUTE RESOLUTION

Any Service dispute arising from the Agreement or any Service contract shall be subject to the following dispute resolution procedures:

12.1. Informal dispute resolution: Prior to referring any dispute to arbitration or litigation, we would like to resolve the dispute, involving our senior management. We will then discuss the problem and attempt to resolve the dispute with you, without the necessity of any formal proceeding, within 14 (fourteen) days of the dispute having been referred.

12.2. Informal dispute resolution does not reduce Parties' rights: Proceedings in terms of this clause shall not be construed to prevent a Party from instituting formal proceedings earlier to obtain urgent or interim relief, avoid the expiration of any applicable limitations period, or preserve a superior position with respect to other creditors.

12.3. Institution of Formal Proceedings: Subject to the provisions of clauses 12.1 and 12.2, we both agree that either of us may elect to refer any dispute which may arise to either the High Court of South Africa or to arbitration proceedings as contemplated in clause 12.4. Upon election by a Party initiating the relevant dispute proceedings, the other Party will be bound by such election for the purposes of the dispute in question.

12.4. Arbitration: If we are unable to resolve any dispute informally and either of us has elected to commence arbitration proceedings to resolve the dispute in terms of clause 12.3, then such dispute shall on written demand by the electing Party be submitted to arbitration at Arbitration Foundation of Southern Africa as per the Expedited Rules and arbitration shall be held in Cape Town.

12.5. Status of arbitration ruling: The decision of the arbitrator shall be binding on the Parties to the arbitration after the expiry of the period of 20 (twenty) days from the date of the arbitrator's ruling if no appeal has been lodged by any Party or upon the issue of determination by the appeal panel, as the case may be. A decision, which becomes final and binding in terms of this clause 12.5 may be made an order of court at the instance of any Party to the arbitration. The parties agree to keep the arbitration confidential and not to disclose it to anyone except for the purposes of obtaining an order as contemplated herein.

12.6. Rapid resolution of disputes: We both will use commercially reasonable efforts to resolve disputes arising as rapidly as possible.

12.7. Confidentiality: All disputes will be dealt with in confidentiality;

12.8. Excluded relief: This clause 12 shall not preclude either of us from seeking urgent or interim relief from the High Court of South Africa or any other competent organs of state created for the specific purpose of regulating the Customer or industry activities in which the Parties are engaged.

12.9. Agreed Jurisdiction: the Parties hereby consent to the jurisdiction of the Western Cape High Court (Cape Town) in respect of proceedings referred to in clause 12.3 above.

13. CONFIDENTIALITY

13.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:

13.1.1. is or becomes publicly known other than through any act or omission of the receiving party;

13.1.2. was in the other party's lawful possession before the disclosure;

13.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

13.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or

13.1.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

13.2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.

13.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

13.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

13.5. You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.

13.6. We acknowledge that the Customer Data is your Confidential Information.

13.7. This clause shall survive termination of this agreement, however arising.

13.8. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

14. FORCE MAJEURE

We will be liable to the other for any default or delay in the performance of its obligations under these terms and conditions if and to the extent that such default or delay is caused by any act of God, war or civil disturbance, court order, or any other circumstance beyond its reasonable control including fluctuations in communications or utility services ("Circumstances of Force Majeure") and provided we are obviously without fault in causing such default or delay, and such default or delay could not have been prevented by us through the use of alternative sources, workaround plans or other means.

15. GENERAL

15.1. We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.

15.2. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

15.3. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.

15.4. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

15.5. Even if we delay in enforcing this Agreement or any Service contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us from taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

15.6. Notices and Address: to delivery or receive any legal notices you should refer to our Terms of Use;

15.7. Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by the Republic of South Africa law and you can bring legal proceedings (subject to clause 15) in respect of the products in the South African courts.

16. DEFINITIONS

16.1. Applicable Laws: any present or future constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty, directive, rule, guidance or code, Customer note issued by any relevant authority or regulatory body and, if applicable, Data Protection Laws;

16.2. Content: the content made available to you via our Services and more specifically via our Platform;

16.3. Confidential Information: any information that is proprietary or confidential and is either clearly labelled as such or can reasonably be identified as confidential information, including personal data/information.

16.4. Customer Data: data that you have uploaded or someone on your behalf have uploaded to our platform through the use of our Services.

16.5. Effective Date: Date upon which you sign-up for our Services by way of creating an account on our Website.

16.6. Premises: see our details on our Terms of Use;

16.7. Platform: means our elearning platform which forms part of our Services;

16.8. Services: for purposes of the Terms of Services, mean the services offered on Website made available by Fifty Four Collective NPC from time to time, including but not limited to an elearning platform. Fifty Four Collective offers non-profit and ministry leaders a space to learn, grow and connect. We'll guide you towards the next stage of building a stronger organisation, enhancing the energy and passion directed towards your mission.

16.9. Website: The Fifty Four Collective website: https://fiftyfourcollective.com/

16.10. Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including

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