16 Termination
16.1 Without prejudice to any other rights or remedies which SMART MAJORITY may have, SMART MAJORITY may terminate this Agreement (after the expiry of a Default Notice served on the Customer in terms of the Consumer Credit Act 1974 where appropriate) without liability to the Customer immediately on giving notice to the Customer if the Customer fails to pay any amount due under this Agreement including, but not limited to the Fees on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment.
16.2 Either SMART MAJORITY or the Customer may terminate this Agreement at any time if the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach.
17 Consequences of Termination
17.1 Termination of this Agreement, however arising, shall not affect or prejudice the accrued rights of the parties as at expiry or termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.
17.2 On termination of this Agreement for any reason:-
17.2.1 the Customer shall immediately pay to SMART MAJORITY all outstanding sums, including, without limitation, Fees;
17.2.2 the Customer shall, within ten (10) Business Days, return all of the Materials, including copies of all or any part of the Materials. Until such time as the Materials, including copies, have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
17.2.3 Conditions 1 (Definitions and Interpretation), 6.4 (Payment), 7 (Import Duty), 12.1 (Intellectual property rights), 13 (Confidentiality), 16.2 (Warranties), 17 (Limitation of Liability), 19 (Consequences of Termination), and 30 (Governing Law and Jurisdiction) shall survive termination of this Agreement and continue in full force and effect.
18 Force majeure
18.1 SMART MAJORITY shall have no liability to the Customer under this Agreement if it is prevented from, or delayed in performing, its obligations under this Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of SMART MAJORITY or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
19 Variation
19.1 SMART MAJORITY may, from time to time and without notice, amend Online Learnings and the terms and conditions of this Agreement in order to comply with changes in technology, changes in payment methods or changes in applicable regulatory or statutory requirements, provided that such changes do not materially affect the nature of the Online Learnings.
19.2 Subject to Condition 21.1, no variation of this Agreement or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.
20 Waiver
20.1 If, at any time during the course of a credit agreement, the Customer notifies SMART MAJORITY that he / she no longer wishes to pursue the Online Learning SMART MAJORITY may, at its absolute discretion, agree to waive its rights to the sums payable under condition 4.1 upon payment by the customer of an administration fee, upon condition that the Customer waives all rights to delivery of any and all materials. This fee will be a % of your course fees.
20.2 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
20.3 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
21 Severance
21.1 If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
21.2 If a provision of this Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
22 Entire agreement
22.1 This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
22.2 Each party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract. Nothing in this Condition 24 shall limit or exclude any liability for fraud.
23 Assignation
23.1 The Customer shall not, without the prior written consent of SMART MAJORITY (which SMART MAJORITY will not withhold or delay unreasonably), assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.
23.2 SMART MAJORITY may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent, but this will not affect the Customer's rights under this Agreement.
23.3 If there is an assignation pursuant to this Condition 25, SMART MAJORITY may disclose to any proposed assignee any information in its possession that relates to this Agreement or its subject matter, the negotiations relating to it and the Customer which it is necessary to disclose for the purposes of the proposed assignation.
23.4 Each party is acting on its own behalf and not for the benefit of another person.
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