3.1 Non-Waiver: The failure by Chooza to enforce at any time the provisions of these Terms will in no way be considered to be a waiver of such provisions or in any way to affect the validity of these Terms. The exercise by Chooza of any of its rights or any of its elections under these Terms shall not preclude Chooza from exercising the same or any other right it may have under these Terms irrespective of any previous action or proceeding taken by Chooza.
23.2 No Accord & Satisfaction: No payment by a Registered User that is required to pay any money to Chooza (or by anyone else on its behalf) for any sum less than the amount due and owing by that Registered User to Chooza shall be deemed to amount to accord and satisfaction in respect to the total debt due. Chooza’s receipt and acceptance of any such payments will always be without prejudice to its rights to recover the balance of such debt and pursue any other remedy provided for under these Terms and the law generally.
23.3 Non-merger: On completion or termination of the transactions contemplated by these Terms, the respective rights and obligations of the parties set out herein shall not merge and any provision of these Terms that has not been fulfilled shall remain in full force and effect.
23.4 Partial Invalidity: In the event of the invalidity of any provision of these Terms such invalidity shall not affect the enforceability of any other part or provisions of these Terms.
23.5 Governing Law & Legislation:
a. These Terms shall be governed by the laws of New Zealand and, subject to these Terms, the parties submit to the exclusive jurisdiction of the New Zealand Courts.
b. The parties to these Terms shall do such things as are necessary to comply with all relevant national and local legislation, regulations and applicable by-laws in New Zealand.
c. Subject to clause 23.5d, if in the reasonable opinion of Chooza any covenant, provision or agreement under these Terms does not comply with (or is unenforceable or unlawful under) New Zealand law and/or regulation, then Chooza may require a relevant and reasonable amendment or amendments to these Terms as is enforceable under such legislation and/or regulation.
d. If the Registered User does not agree to such amendment or such amendment materially defeats the substance of these Terms, then Chooza may terminate its agreement with the Registered User by notice. For the purpose of these Terms, the words the substance of these Terms means the capacity of Chooza to lawfully and properly conduct its business of operating the Chooza Platform.
23.6 Amendments to these Terms: Chooza may update these Terms from time to time and a Registered User cannot utilise the Chooza Platform unless it agrees to such amended terms.