Terms & Conditions

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Terms and conditions

This document sets out the terms and conditions on which Brita Brundin t/as Chef for You of c/- 32Buchanan Circuit Baynton in the State of WesternAustralia agrees to provide the goods and/or services to the Customer.

1 Definitions & Interpretation

1.1 In these Terms & Conditions, unless thecontrary intention appears:

ACL means the Australian Consumer Law at Schedule 2 of the Competitionand Consumer Act 2010 (Cth).

Additional Feemeans:

(a) the hourly rate of $200 + GST for provision of Services beyond the hours agreedon the Booking Form; and

(b) a personal shoppingfee of $200 + GST for the first store and$50+ GST per store thereafter to sourceingredients if it is not included on the Online Booking but is required forthe provision of the Services.

Agreement means the following and, if there is any inconsistency, in thefollowing order of priority:

(d) these Terms.

Customer means the entity on the Online Booking which engages the Supplierto provide Services.

Customer’s Address means the Customer’s name, Location and email address provided onthe Online Booking.

Confidential Information means all Information in whatever form, be it oral, in writingor electronic, concerning the Services,the business of the Supplier, any related entity or client and the processes, equipment and techniques usedin such business or created under this Agreement, that may damage the business of the Supplieror a related entity if disclosed to a third party but does not include information that is in thepublic domain or was known to the third party before the commencement of this Agreement.

Consultation means the meeting between the Customer and Supplier in which theSupplier sets out the plan for theprovision of Services.

Deposit means the deposit as stated in the Online Booking or, if notstated, as defined by clause 2.4(a).

Disbursements means all groceries and other items purchased by the Supplier forthe provision of the Services.

Disclosermeans the Party disclosing Confidential Information to the Recipient. Due Date means the date on which anyInvoice is due to be paid.

Fee means the fee stated onthe Online Booking.

GST means the goods and services tax or similar value added tax asdefined in A New Tax System (Goods& Services Tax) Act 1999 (Cth).

Informationincludes:

(a) trade secrets;

(b) any document, book, account, process,computer program, patent, specification, drawing, design or know-how;

(d) business policies, procedures, marketingstrategies, rules, systems and methods developed including risk management, compliance and governance;

(e) commerciallysensitive financial information about a Party or a Client including the cost of its services, its pricing, income,its profitability, its balance sheet or its current, past or proposed business dealings; and

(f) other commerciallysensitive information about a Party or a Client which if disclosed would have the effect ofdiminishing or adversely affecting that Party’s financial performance.

Insolvency Event means, in relation to a Party:

(a) an application or anorder is made for the winding up of the party, which is not dismissed, struck out or withdrawn within 28days of that Party filing a notice of intention to defend (or similar); or

(b) the declaration of bankruptcy of a party;or

(d) a resolution is passed for the winding up ofthe Party, or for the appointment of an administrator, receiver, liquidator, or receiver, or receiver andmanager;

(e) a receiver ormanager (or both) is appointed to, or a mortgagee takes possession of, all or any part of the business or the assetsof the Party;

(f) the Party makes anycomposition or arrangement or assignment with or for the benefit of one or more of its creditors;

(g) the Party is orstates that it is insolvent or is deemed or presumed to be under an applicable law; or

(h) the Party proposes awinding-up or dissolution or reorganisation, moratorium, Agreement of company arrangement or otheradministration involving one or more ofits creditors; or

(i) the Party is takento have failed to comply with a statutory demand as a result of section 459F(1) of the Corporations Act;or

(j) an application ismade or notice is issued under sections 601AA or 601AB of the Corporations Act; or

(k) a writ of executionis levied against the party or its property and is not removed within twenty eight (28) days of notificationof the levy; or

(l) anything analogousor of similar effect to any of the above events occurs under the law of any applicable jurisdiction.

Intellectual Property means all intellectual property rights of any nature, includingall copyright, designs, trademarks,patents, plant breeders’ rights, rights in circuit layouts, domain names,and other sui generis rights which arerecognised in law.

Interestmeans 18% per annum, compounding daily.

Invoice means any tax invoiceissued by the Supplier to the Customer.

Locationmeans the premises identified by the Customer on the Online Booking. Online Booking means the booking formavailable from the Supplier’s Website. Purposemeans the provision of meal preparation services for the Customer. Recipient means the Party receivingConfidential Information from the Discloser.

Restraint Period means for the Term of this Agreement and the period afterTermination of this Agreement of:

(a) 12 months;

(b) 6 months; and

Party or Parties means the Supplier and/or the Customer, as thecontext requires. Representativesmeans legal, financial orother professional advisors.

Services means the provision of personal chef and meal preparationservices for the period stated in theOnline Booking and, if required, personal shopping services as required toprovide personal chef services.

Supplier means Brita Brundin t/as Chef for You (ABN 29 927 398 088).

Supplier’s Address means Karratha/Perth in the State of Western Australia. Termination means termination of thisAgreement in accordance with clause 9.

Taxable Supplyhas the meaning given in the GST Law.

Tax Invoicehas the meaning given in the GST Law.

Terms means this Terms &Conditions document.

1.2 In these Terms, unless the contraryintention appears:

(a) any obligation thatbinds two or more persons binds them jointly and severally;

(b) any right conferredfor the benefit or benefits two or more persons benefits them jointly and severally;

(d) a word importing any gender includes anyother gender;

(e) the word “including” does not import anylimitation;

(f) where, by operationof this Agreement, the day on which any act, matter or thing to be done is not a Business Day, then that act, matteror thing must be done on the next succeeding Business Day;

(g) a reference to aperson includes an individual, the estate of that individual, acorporation or an incorporated orunincorporated association, a joint venture or parties thereto, or partnership;

(h) a reference to aparty includes that party’s executors, administrators, successors and permitted assigns;

(i) a reference to thisAgreement or a provision of this Agreement is to this agreement as varied, novated or replaced from time totime;

(j) a reference to anylegislation includes any subsidiary legislation made under it, and any legislation or provision which amends orreplaces the legislation;

(k) a reference to an amount payable is areference to that amount in Australian Dollars; (l) headings are for convenience only and do not affect theinterpretation;

(m) these Terms are notto be construed adversely to a party just because that party prepared these Terms, or caused these Terms to beprepared.

2 Services, Fees & Payments

2.1The Customer acknowledges that the Supplier will only perform the Services inaccordance with these Terms unless varied by written agreement.

2.2The Supplier shall, on the Booking Date, provide the Services at the Locationand the Customer shall pay the Fee.

Booking & Deposit

2.3A booking is not confirmed and no date will be held until the Deposit has beenpaid in full.

2.4In consideration of the Supplier providing the Service, the Customer agrees topay the Fee as follows:
(a) a non-refundable Deposit asspecified in the Online Booking; and
(b) the remaining balance of the Fee,together with any Additional Fees and Disbursements, is due and payable at thecompletion of the Service on the cook day.

2.5The Deposit will be applied towards planning, preparation and groceries andwill be deducted from the final invoice for the most recent Service, unlessotherwise agreed in writing.

Additional Fees & Charges

2.6Any Additional Fees, including overtime, personal shopping, travel, or otheragreed services, will be charged in accordance with the rates outlined in theseTerms or the Online Booking and are payable at the completion of the Service.

2.7Any time exceeding the agreed hours will be charged at the applicable hourlyrate and is payable at the completion of the Service.

2.8Travel time may be charged where applicable and will be communicated prior tothe Service.

Payments & Enforcement

2.9Payment must be made via bank transfer or other method approved by theSupplier.

2.10All payments must be received as cleared funds before the Supplier departs theLocation.

2.11The Supplier reserves the right to cease or withhold Services until payment isreceived in full.

2.12 The Supplier may charge Interest on amountsnot paid by the Due Date.

2.13 The Customer is responsible for all grocerycosts (Disbursements), which will be added to the final invoice or paidseparately as agreed.

Service Expectations

2.14The number of meals produced during the Service will vary depending on menuselection, portion sizes, kitchen setup, and Customer participation. Noguaranteed quantity of meals is provided.

3 CustomerObligations

3.1 The Customer shall ensure that, whererelevant for the Service:

(a) the Supplier isgiven access to the Location at or before the agreed commencement of the Service;

(b) the Supplier isprovided access to all kitchen items, including an oven, cooktop and power points at a minimum any other items notifiedin writing;

(c) the kitchen and anyother area in which the Service is to be provided at the Location is clean and clutter free, specificallyincluding a clean and empty sink, dishwasher and benches;

(d) the Customer has informed the Supplier as toany limitations relevant to the Location and shall provide details of the Service Location prior to the Service beingprovided;

(e) the Supplier isinformed of any dietary preferences, allergies or other specialrequirements at least 5 Business Daysbefore the Service or during the Consultation;

(f) all necessaryingredients stated on the shopping list provided by the Supplier to the Customer are available and the Customer issatisfied as to the quality and freshness of those ingredients provided; and

(g) all food supplied or received by theCustomer have been and will continue to be before consumption, stored in compliance withrecommended food safety standards; and

(h) where the Customeris relying on delivery of groceries or the Services, the Customer will be at the Location in order to receive andstore in a timely fashion or made other arrangements to ensure compliance with food safety standards.

3.2If the Customer fails to meet the requirements outlined in clause 3.1 and thisresults in delays, reduced output or additional time required, the Supplierreserves the right to charge for the full booked time and any additional hoursrequired.

3.3The Supplier is not responsible for the storage, handling, or consumption offood once the Service has been completed.

4 Warranties & Consumer Guarantees

4.1 The Customeracknowledges and warrants that it has not relied on any representation bythe Supplier, its employees, its agentsor any other person in entering into and accepting the Agreement. To the extent permitted by law,the Supplier expressly disclaims any warranty express or implied in relation to the Services that is not containedwithin this Agreement.

4.2 Our Services maycome with guarantees that cannot be excluded under the Australian Consumer Law. Under the ACL, you are entitled to arefund for a major failure and compensation for any other reasonably foreseeable loss or damage.If there is a minor failure in the provision of the Service, you must immediately notify theSupplier and the Supplier will repair or correct the minor failure without any Additional Fee. TheSupplier also has the option to offer you a refund, repair or resupply.

4.3 Each Party warrants that, at the date of this Agreement:

(a) no Insolvency Event has occurred with respect to that Party;

(b) where the Party is a body corporate:

(i) it is duly incorporatedand validly existing under the laws of the place of its incorporation;

(ii) it has the power toenter into and perform its obligations under this Agreement;

(iii) the execution andperformance by it of this Agreement does not violate in any respect a provision of:

(A) a law, treaty or a judgement, ruling, order or decree of agovernmental authority or agency bindingit;

(B) its constitution, memorandum, articles of association or anyother constituent documents; or

(iv) it is not subject to anInsolvency Event; and (c) where the Party is anatural person:

(i) the Party has the legal capacity to enter into this Agreement;and

(ii) the execution andperformance by the Party of this Agreement does not violate in any respect a provision of:

(A) a law, treaty or a judgement, ruling, order or decree of agovernmental authority or agency bindingit; or

(B) any other document or agreement which is binding on the Party;and (iii)the Party is not subjectto an Insolvency Event.

(d) there are no unsatisfiedorders, judgments or awards against the Party and the Party is not a plaintiff or defendant or otherwisea party to any litigation, arbitration or mediation proceedings and there is no circumstance which is likely togive rise to any such proceedings exceptas otherwise notified in writing; and

(e) the Party is not thesubject of any investigation, enquiry or enforcement proceedings by any Regulatory Authority andthere is no circumstance which is likelyto give rise to any such investigation, enquiry or enforcement proceedings except as otherwise notified in writing.

4.4 Each warranty givenpursuant to this clause 4 is to be treated as a separate warranty and is not limited by reference to any otherwarranty or any other provision of this Agreement.

4.5 Except as expressly setout in this Agreement, no warranty is excluded or limited by any inquiry or investigation made by the Partywho has the benefit of the other Party’s warranty or any actual or constructive notice that any Warranty is ormay be incorrect.

5 Liability & Indemnity

5.1 To the extent theSupplier is held at law to be liable to the Customer, and subject to theAustralian Consumer Law and clause 4.2if applicable, the maximum extent of the Supplier’s liability to the Customer will be, in the Supplier’sdiscretion, a resupply of the products or services (as applicable) or a refund of the amount ofmonies paid by the Customer in relation to the defect for which the Supplier is held to be liable.

5.2 Notwithstanding anyother provision of the Agreement, the Supplier is in no circumstances liablein contract, equity or tort (includingwithout limitation, for negligence or breach of statutory duty or otherwise) to compensate the Customerfor:

(a) any increased costs or expenses;

(b) any loss of profit, revenue, business,contracts or anticipated savings;

(d) any special,indirect or consequential loss or damage of any nature howsoever caused.

5.3 The Supplier shallnot be responsible or liable for damage, personal injury or loss of anykind whatsoever, to any property orperson howsoever caused arising from the Services, the delivery of the Services or at all and the Customerotherwise agrees to indemnify the Supplier in respect of any loss, damage, liabilities or claimsarising from the Services.

5.4 The Customerindemnifies the Supplier against, and must pay on demand the amount of, anyloss, cost, charge, damage, expense orother liability suffered or incurred by the Supplier or any Related Entity (including all legal costs ona solicitor-client basis and all other professional expenses) arising out of or in connectionwith the providing the Services or any of their breaches of this Agreement, including a breach of anyobligation to procure that their Representatives do or omit to do anything.

5.5 The amount of anyclaims, damages, interest, costs and expenses which may be paid, sufferedor incurred by the Supplier in respectof such loss, damage or injury must be made good at the Customer 's expense and may be deducted fromany moneys due or becoming due to the Customer.

5.6 This clause 5 survives the termination ofthis agreement.

6 Intellectual Property

6.1 Subject tosubclauses 6.2, any Intellectual Property created by the Customer, either aloneor with others, in the course of theCustomer engaging the Supplier’s Services pursuant to this Agreement, vests in the Supplier on creationand the Customer assigns to the Supplier all existing and future rights the Customer may have inall such Intellectual Property.

6.2 Ownership of rightsin any Intellectual Property created otherwise than in the course of this Agreement remains with the creator of suchIntellectual Property.

6.3 The Customer shallpromptly and fully disclose to the Supplier all discoveries, improvementsand inventions made or conceived by theCustomer or their Representatives, whether solely or jointly

with others, in thecourse of using the Services which are similar to the actual oranticipated business, work orinvestigations of the Supplier. Such discoveries, improvements or inventions, whether or not constituting IntellectualProperty rights capable of protection, shall remain the sole and exclusive property of theSupplier.

6.4 Moral Rights maysubsist in the Works which have been created by the Customer in the courseof the this Agreement and the Customeracknowledges that the Supplier may, from time to time, do any act, or make any omission, where suchact(s) or omission(s) would otherwise constitute an infringement of the the Customer’s MoralRights in accordance with Part IX of the Copyright Act 1968 (Cth).

6.5 The Customer agrees,where it is necessary to do so, to provide written consent to the Supplierto do such act(s), or make suchomission(s), where such act(s) or omission(s) constitutes an infringement of the Customer’s Moral Rightsor that of the Customer’s employees, officers or agents.

6.6 The obligations ofthis clause 6 survive termination of this Agreement. 7 7 Confidentiality

7.1 The Partiesacknowledge that during the course of performing each Party’s rights andobligations under this Agreement, eachParty may become aware of, or be made aware of Confidential Information or information which theDiscloser considers to be Confidential Information.

7.2 Except to the extent permitted by thisAgreement, each Recipient agrees that it:

(a) will hold allConfidential Information in strict confidence and not disclose it orotherwise make it available to anyperson;

(b) will not use any Confidential Information for any purposeother than the Purpose;

(c) will not use anyConfidential Information for its own commercial advantage or to the potential disadvantage of the Discloser orany Related Entity;

(d) will not copy,extract, record or reproduce any Confidential Information except to the extent necessary to carry out the Purpose;and

(e) will maintain thesecrecy and security of all Confidential Information and will store all Confidential Information in a way which, atall times, protects it from unauthorised access, use, copying, reproduction or disclosure butcan be retrieved.

7.3 A Recipient may notdisclose any Confidential Information to any third party, nor cause orallow such Confidential Information toany third party, and further warrants that it will not disclose, nor cause or allow to be disclosed, anyConfidential Information to any third party, except:

(a) with the expresswritten consent of the Party to whom the Confidential Information belongs; or

(b) to the extent that it is required by law todo so.

7.4 Notwithstandingclause 7.3 above, both Parties may disclose Confidential Information toits Representatives, provided only thatsuch disclosure is:

(a) reasonably necessary;

(b) made subject toconfidentiality agreements imposing similar obligations on the recipient of Confidential Information to this clause 7;and

7.5 If any Party isuncertain as to whether any information is Confidential Information, thatParty will treat the information as ifit were Confidential Information and not being in the public domain unless and until the other Party agrees inwriting that the information is in the public domain.

7.6 Each Recipientacknowledges that its obligations under this clause 7 are in addition to,and nothing in this agreement limits,any common law or equitable obligations of confidence owed to a Party or its Related Entities by theother Party or its Representatives.

7.7 The Parties agreethat, within 5 Business Days of Termination of this Agreement, theRecipient will:

(a) return to theDiscloser or, as may be requested by the Discloser, destroy or procure the destruction of all documents and materialscontaining Confidential Information in the possession, power or control of the Recipient or its Representatives,whether or not it was created by theRecipient or its Representatives; and

(b) delete, or procurethe deletion of, any Confidential Information that has been entered into a computer, database or other electronicmeans of data or any other information storage medium by or on behalf of the Recipient or its Representatives.

7.8 Within 3 BusinessDays of complying with clause 7.7, the Recipient will give written confirmation to the Discloser that to thebest of it’s knowledge and belief all of the Confidential Information had been returned, destroyed ordeleted and that if any further Confidential Information is later found, it will be returned, destroyed or deleted asappropriate.

7.9 The Parties agreethat the Recipient will not, and will procure that each of itsRepresentatives does not, use or makeany further disclosure of any Confidential Information except as permitted by this clause 7.

7.10 When aRepresentative of a Recipient ceases to be a Representative, the Recipientmust immediately take possession of allConfidential Information in the possession, power or control of that person and must procure that thatperson does not use or make any further disclosure of any Confidential Information.

7.11 Clause 7.7 does not apply to anyConfidential Information to the extent that:

(a) the ConfidentialInformation forms part of the minutes of the board of directors, a committee of the board of directors of theRecipient or a Related Entity of the Recipient containing a level of detail consistent with the normal practices of theRecipient or that Related Entity;

(b) the Recipient or anyRepresentative of the Recipient holding Confidential Information is required by law or the rules of anyRegulatory Authority or any mandatory rule of professional standards applying to the Recipient or the relevantRepresentative to retain a copy of theConfidential Information;

(c) the ConfidentialInformation forms part of any legal advice, legal opinion or legal due diligence report prepared for the Recipientprovided that copies of the Confidential Information retained by the Recipient's lawyers on its behalf must onlybe used in

connection with thebringing of an action or claim or the defence of an action or claim under or in connection with this Agreement;and

(d) if a Recipient orits Representatives retain any Confidential Information in accordance with this clause 7.11, the Recipient must providethe Discloser with a list of all Confidential Information retained and details of how that information will be stored.

7.12 If either Partybelieves on reasonable grounds that Confidential Information has beendisclosed, whether or not the otherParty is responsible for such disclosure, that Party believing on reasonable grounds that ConfidentialInformation has been disclosed must serve notice (Disclosure Notice) to the other Party:

(a) notifying the otherParty of any suspected unauthorised disclosure of the Confidential Information;

(b) the scope of the Confidential Information inthat disclosure; and

7.13 If a Disclosure Noticeis issued, the Recipient do all things necessary to assist Discloser to:

(a) limit any furtherdisclosure of the Confidential Information;

(b) recover any copies of inadvertent or unauthorised disclosureof Confidential Information;

(c) investigate the cause of the inadvertent disclosure ofConfidential Information and take allsteps necessary to reduce the risk of further inadvertent disclosure tothe satisfaction of the Discloser;and

(d) institute legal proceedings, or join the Discloser ininstituting legal proceedings, againstthe source of the unauthorised disclosure.

7.14 Unless otherwise agreed,each Party shall bear its own costs in respect of any action taken under clause 7.13 above.

7.15 Each Party acknowledgesthat damages alone would not be adequate to compensate the Discloser or its Related Entity for anybreach of this clause 7 and agrees, for itself and on behalf of each of its Representatives,that the Discloser may seek an injunction on its own behalf, or as trustee for any RelatedEntity, for any breach or threatened breach of this Agreement.

7.16 These obligations of this clause 7 survive thetermination of this Agreement. 8 Third Party Dealings & Restraint

8.1 For the term of thisAgreement and the Restraint Period, each Customer must not, and must procure that its Representatives andRelated Entities do not, directly or indirectly induce or encourage any employee of the Supplier or its Related Entityto leave the employment of the Supplieror its Related Entity or interfere with the relationship between the Supplier or Related Entity withany of their respective customers, employees or suppliers.

8.2 This clause 8 does not prevent a Customer orits Related Entity from:

(a) advertisingemployment vacancies, except where targeting employees of the Supplier or its Related Entity, orinterviewing and negotiating with any person responding to that advertisement;

(b) employing any personwho, on their own initiative, seeks employment with the Customer or its Related Entity; or

8.3 The Customeracknowledges that any breach of this clause would cause irreparable harm and significant damage to the Supplier andthe Supplier has the right to seek injunctive relief in relation to such breach.

8.4 The Customer agrees that the covenants in this clause are fairand reasonable and that the Supplierrelies on this acknowledgement in entering into this Agreement.

8.5 This clause 8 survives termination of thisAgreement.

9 Default & Termination

9.1 It is an Event of Default if:

(a) the Customer breaches or fails to observe or perform anycovenant contained in or implied in thisAgreement (including failing to pay any invoice on or before the date for payment) and that breach,non-observance or non-performance shall continue for 5 Business Days;

(b) the Customer breachesany warranty or representation given under this Agreement;

(c) all or part of this Agreement is void, avoided, illegal,invalid, unenforceable or limited in itseffect or it becomes impossible for the Customer to perform a material obligation under this Agreement;

(d) the Customer commitsan Insolvency Event;

(e) there is a materialadverse change in the Customer’s business;

(f) effective control of the Customer is altered to any materialextent from that as at the date of thisAgreement, without the Supplier’s consent, which includes changes to the control of composition of the board,control of more than half the voting power of the Customer or half of the share capital of the Customer;

(g) if the authority or power of the Customer to perform any of itsobligations under this Agreement isrevoked or so amended such that the Customer is unable to fully and duly perform and observe thoseobligations; and

(h) the continued performance of the obligations of the Customerunder this Agreement contravenes, ormight in the Supplier's opinion contravene, any applicable law, rule, order or regulation.

9.2 If an Event ofDefault occurs, the Supplier may elect to terminate this Agreement by giving notice that such Event of Defaultshall be remedied within 5 Business Days (Default Notice) and if such Event of Default is not remedied within thetime in the Default Notice, the Suppliermay give notice to the Customer terminating this Agreement (Termination Notice) and the Customer shallpay to the Supplier all Fees incurred to the date of termination and any Fees or other costs or expenses incurred bythe Supplier or

otherwise payable underthis Agreement as a result of such Event of Default or termination.

9.3 In the event that the Customerterminates this Agreement or attempts to vary the Agreement within 4 weeks ofthe Booking Date:

(a)the Customer shall forfeit the non-refundable Deposit; and

(b)where the Deposit is less than $1,100 (inclusive of GST), the Customer must paythe difference to bring the total cancellation fee to $1,100 (inclusive ofGST), representing the minimum cost incurred by the Supplier in reserving theBooking Date.

9.4 The liability of The Customer shall not beaffected by:

(a) any time orindulgences given or extended to the Customer or any other persons;

(b) any subsequenttransaction or arrangement between the Supplier and any other person;

(d) any act, omission,breach or default on the part of the Supplier which may have, but for this provision, affected theliability of any person to the Supplier;

(e) the death, incapacityor bankruptcy of a director of the Customer or any other person;

(f) the winding up orliquidation of any company; or

(g) any extension,variation or amendment of any terms of this Agreement.

9.5 During any timeafter an Event of Default or after the Customer fails to comply with any of its obligations under this Agreement, theCustomer irrevocably appoints the Supplier, each director of the Supplier and all the Supplier’s assigns andsuccessors severally as attorney of theCustomer to do all acts and things necessary as may, in the Supplier’s opinion, be reasonably necessary or expedientto give effect to any right or power conferred on the Supplier by this Agreement.

9.6 The Supplierreserves the right to report any Event of Default to credit reporting agencies.10 Notices

10.1 Any notice ordemand under this Agreement is not effective unless such notice is: (a) inwriting and in English; and

(b) must be typed or written in legiblehandwriting; and

(d) served on the other Party by:

(i) email to the addressnominated by that other Party; or

(ii) registered post to theaddress nominated by that other Party; or

(iii) hand delivered to that other Party, or if that other Party is abody corporate, an officer of that otherParty having the legal authority to bind that Party.

10.2 The Party receivingthe notice shall, upon receipt of such notice, send a written notice tothe sender of the notice using the samemethod of transmission as the notice that the sender used to send such notice, advising the sender thatthe notice has been received.

10.3 Notwithstandingclause 10.2, any notice or demand under this Agreement is deemed to havebeen received by the other Party where:

(a) sent to the Supplierat the Supplier’s Address and to the Customer at the Customer’s Address;

(b) if that notice isserved by email, within one hour of the time stamp notifying the time on which the email is sent, unless the time thatthe recipient is deemed to have received this email in accordance with this clause 10.3 is not on a Business Day, orafter 4:00pm on a Business Day, in whichevent that notice is deemed to have been received at 9:00am on the next Business Day; or

(d) if by hand delivery, immediately upondelivery.

11 Dispute Resolution

11.1 If a dispute ordifference arises in respect of any fact, matter or thing arising out of, or inany way in connection with, thisAgreement, or the conduct of a Party in relation to the subject matter of this Agreement at any time and is notrequired to be determined in accordance with a procedure in another clause in this Agreement, thedispute or difference must be determined in accordance with the procedure in this clause 11.

11.2 If a disputedefined in clause 11.1 arises, a Party may give notice to each other Partyspecifying that there is a dispute, theparticulars of the dispute, their position and how they propose the dispute be settled.

11.3 If a Dispute Noticeis given, the Parties will either individually or procure their representativeto meet and undertake negotiations ingood faith with a view to resolving the dispute or difference specified in that Dispute Notice.

11.4 If the dispute isnot resolved within 10 Business Days of service of the Dispute Notice, thedispute or difference must be referredto mediation. The Parties shall agree on a mediator but if they cannot agree on a mediator within 14 BusinessDays of service of the Dispute Notice, then any of the Parties may apply to the then President of the Law Society ofWestern Australia to appoint anappropriately experienced mediator, with such decision being binding on allParties.

11.5 The Parties shall,within 21 Business Days of the Dispute Notice, provide unavailable datesand the reason for the unavailability tothe Mediator. The Parties shall comply with all directions of the Mediator in relation to the conduct ofthe mediation, including the time, date and place of the mediation, which is to occur within 40Business Days of service of the Dispute Notice.

11.6 If the disputespecified in a Dispute Notice is not resolved within 40 Business Days ofservice of the Dispute Notice, any Partymay terminate the mediation process.

11.7 This clause 11 survives the termination ofthis Agreement.

12 General

12.1 Time is of the essence in respect of all ofthe Customer’s obligations to the Supplier.

12.2 The Parties agreeto do all things necessary to give effect to the entirety of thisAgreement, including (without limitationto) making any payment or executing into any other agreement to give effect to this Agreement.

12.3 The Customer agreesthat the Customer may not assign their rights and obligations of this Agreement without the express written consentof the Supplier. The Supplier may assign its rights and obligation by giving written notice tothe Customer.

12.4 The Parties agreethat the Agreement and these Terms shall be construed in accordance withthe law in force in the State of WesternAustralia and irrevocably submit to the non-exclusive jurisdiction of the courts of WesternAustralia and any courts of Australia having competent jurisdiction to hear appeals from such courtsin respect of any proceedings in connection with the Agreement or these Terms.

12.5 Any clause whichexpressly or by its nature survives the termination of this Agreement shallremain in full force and effect,notwithstanding termination.

12.6 Any variation tothe Agreement or the Terms is not valid unless it is in writing and signedor initialled by both Parties, and suchvariation shall take effect from the next Business Day, or any other date as may be agreed by the Parties inwriting and specified in the variation.

12.7 A failure or delayto exercise any right, power or remedy by either Party under thisAgreement shall not be construed as awaiver, unless such waiver is expressed in writing.

12.8 A waiver shall beconstrued as a once only waiver and shall not preclude the future exercise ofany right, power, or remedy under thisAgreement unless such waiver is expressly stated to preclude such future right, power, or remedy underthis Agreement.

12.9 Where any provision of this Agreement, orany part thereof, infringes upon, or is otherwise inconsistent with any law of WesternAustralia or the Commonwealth of Australia:

(a) such term orcondition shall be construed in a manner that removes the inconsistency,but only to the extent of thatinconsistency, and such construction shall not affect the validity or enforceability of the remainder of thatprovision; or

(b) where such term orcondition cannot be so construed, it shall be deemed void and severable from the Agreement, without therebyaffecting the validity or enforceability of the remainder of the provisions of this Agreement.

12.10 Any clause whichexpressly or by its nature survives the termination of this Agreement shall remain in full force and effect,notwithstanding termination.

12.11 Neither Partyshall be liable to the other Party for the consequences of any delays, omissions or failures to perform (except afailure to pay money), which is caused by an event beyond the first Party’s reasonable control, including acts ofGod, fire, flood, accident, terrorism,war, strike and riots. If such events continue for a period of more than thirty days, either Party may, by givingwritten notice to the other Party, terminate this Agreement.

12.12 This Agreement maybe executed in any number of counterparts, all of which, when taken together, shall constitute one Agreement.

12.13 This Agreementconstitutes the entire agreement between the Parties, and supersedes all negotiations, representations or prioragreements, whether written or oral, in respect of the subject matter of this Agreement. The Partiesacknowledge that The Supplier will only providegoods and/or services on the terms of this Agreement, which prevail at alltimes, regardless of timing of exchange of documents.

12.14 The Parties agreethat before entering into an Agreement, they have sought or had theopportunity and elected not to obtainindependent legal advice on the

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TERMS OF WEBSITE USE

This Terms of Use document sets out the terms on which Chef for You agrees to provide the Visitor access to the Website.

1 Usage

1.1 Brita Brundin t/as Chef for You ABN 29 927 398 088 (Chef for You) is the owner and operator of the Website.

1.2 By visiting and using the Website, the Visitor agrees that they are of legal age to enter into these Terms of Use or that a parent or guardian has consented on the Visitor’s behalf. f the Visitor does not agree to these Terms of Use, then the Visitor’s access to and use of Website is unauthorised.

1.3 Except as otherwise provided by law, at any time without notice to the Visitor, Chef for You may alter, restrict access to, suspend or discontinue the Website or any part thereof and Chef for You shall not be liable to any Visitor or third party should it exercise such rights.

1.4 The Visitor will not use the Website for any commercial purpose or for any purpose that:(a) violates these Terms of Use;(b) is fraudulent;(c) is tortious;(d) is unlawful; or(e) causes injury to any person or entity.

2 Materials Published on the Website

2.1 Chef for You and/or its suppliers may make various materials available on the Website which are for educational and informational purposes only. Nothing on the Website should be construed as granting any license or right for the Visitor to use those materials.

2.2 Information regarding any product and its availability are subject to change at any time without notice. Efforts have been taken to accurately display the attributes of products and services, including the applicable colours but actual colours you see will depend on your monitor and we cannot guarantee that your monitor's display of any colour will accurately reflect actual product colour or finish.

2.3 Chef for You makes no warranty as to the reliability, accuracy, timeliness, usefulness or completeness of any materials published on the website and the Visitor confirms they have not relied on those materials and have independently confirmed any facts that are important to the Visitor’s decision.

2.4 Chef for You assumes no responsibility for any consequence relating directly or indirectly to any action or any inaction taken by the Visitor based on the materials.

2.5 The Visitor will not download and store any materials, use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape”, “data mine” or otherwise gather any materials, reproduce or circumvent the navigational structure or presentation of the Website or in any other way harvest or collect information about the users of the Website.

3 Client Accounts

3.1 The Visitor is solely responsible for maintaining the confidentiality and security of their account including username and password, including where the Visitor shares or loses access to a device. Chef for You is not responsible for any losses arising out of the unauthorised use of the Visitor’s account.

3.2 The Visitor agrees that Chef for You is not party to any agreement between the Visitor and the issuer of their credit card, debit card or other form of payment

3.3 The Visitor’s account may be restricted or terminated for any reason, at Chef for You’s sole discretion.

4 User Content

4.1 You may be permitted to post, upload, publish, submit or transmit relevant information and content (User Content) on our Site. By making available any User Content on or through our Site, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, sell, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of our Site.

4.2 You agree that you are solely responsible for all User Content that you make available on or through our Site. You represent and warrant that:

(a) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and

(b) neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Site will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

4.3 We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.

5 Security

5.1 Chef for You has taken steps to safeguard the integrity of the Website but this should not be construed in any way as giving business, legal or other advice or warranting as failproof, the security of information provided via the Website.

5.2 The Visitor will not take any action in connection with the Website to upload or otherwise make available on the website any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful, invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment.

5.3 The Visitor will not take any action or permit to occur any interference with or disruption to the operation of the Website or systems, servers, or networks used to make the Website available, including by hacking or defacing any portion of the Website or violating any requirement, procedure or policy of such servers or networks or to restrict or inhibit any other person from using the Website.

6 Intellectual Property

6.1 Intellectual property in relation to all materials published on the Website belongs to Chef for You or its licensors, advertisers or affiliates, as the case may be, and is protected by Australian and international copyrights and other intellectual property laws. The Visitor has no and obtains no intellectual property rights in any materials and will not engage in or permit to occur any action which interferes with or breaches any intellectual property rights in such materials.

6.2 The Visitor will not, without Chef for You’s express written consent, use Chef for You’s Website, name, logo or brand to send any unsolicited or unauthorized Content (such as advertising, promotional materials, emails or other form of solicitation) or use any metatags or other hidden text or metadata utilizing any of Chef for You’s trademarks, logos, URLs or product names.

6.3 The Visitor will not, without Chef for You’s express written consent, copy, remove, reproduce, adapt or modify any copyright, trademark or other proprietary rights from the Website, frame or mirror any portion of the Website or otherwise incorporate any portion of the Website into any product or service.

6.4 The Visitor may download and view Website content and materials for personal, noncommercial use provided the content or materials are not altered in any way.

7 Warranties

7.1 To the extent permitted by law, the only warranty that applies is the manufacturer’s warranty to goods and any consumer guarantee applicable under the Australian Consumer Law. Chef for You otherwise expressly disclaims any warranty express or implied and will not be liable to the Visitor for any failure of the goods.

7.2 Chef for You does not warrant that the functions of this Website or websites which you access through this Website will be uninterrupted or error free, that defects will be corrected, that there will be no technical problems which prevent or unreasonably delay delivery of the Website or any content which ought to be accessible through the Website are free of viruses or bugs.

7.3 Chef for You will not be liable to the Visitor for any consequential losses howsoever arising.

8 Liability & Indemnity

8.1 To the extent permitted by law, Chef for You excludes all rights, remedies, guarantees, conditions and warranties from your use of the Website whether based in statute, common law or otherwise. Chef for You does not exclude any rights or remedies which cannot be excluded, restricted or modified under the relevant laws of the applicable jurisdiction.

8.2 The Visitor acknowledges that the Website may contain links to other third party websites and Chef for You does not control, endorse or approve, nor is it responsible for, those third party websites.

8.3 Chef for You will have no liability in relation to any loss or damage the Visitor incurs(such as software or hardware damage) from using the Website or from any third party website accessed from Website, including from any failure of performance, error, omission, interruption, deletion, defects, delay in operation or transmission, lost profits, loss of goodwill, loss of data, work stoppage, computer failure or malfunction, computer viruses, file corruption, communication failure, network or system outage, theft, destruction, unauthorized access to, alteration of, loss of use of any record or data and any other tangible or intangible loss.

8.4 To the maximum amount permitted by law, the Visitor agrees to indemnify Chef for You against, and must pay on demand the amount of, any and all expenses, claims, losses or damages (including all legal costs on a solicitor-client basis and all other professional expenses) incurred by the Visitor’s use of the Website, including any breach or alleged breach of these Terms of Use by the Visitor. This indemnity continues after these Terms of Use end and it is not necessary that Chef for You has incurred any liability before enforcing this indemnity.

9 Termination

9.1 These Terms of Use are effective unless and until terminated by Chef for You or the Visitor.

9.2 Chef for You may, in its sole discretion, terminate these Terms of Use at any time with or without notice and deny the Visitor access to the Website.

9.3 The Visitor may terminate these Terms of Use at any time, provided that the Visitor ceases any further use of the Website. The Terms of Use, as amended, continue to govern the Visitors use until such time as it is terminated by Chef for You or the Visitor.

9.4 The obligations of these Terms of Use survive termination.

9.5 Upon termination of these Terms of Use, the Visitor must promptly destroy all materials and other Content downloaded or otherwise obtained from the Website.

10 Disputes

10.1 In the event of any dispute arising from or in connection with these Terms of Use, the Party claiming there is a dispute must give written notice to the other party setting out the details of the dispute and proposing a resolution.

10.2 Within 7 days after receiving the notice, the parties must, by their senior executives or senior managers (who have the authority to reach a resolution on behalf of the party),meet at least once to attempt to resolve the dispute or agree on the method of resolving the dispute by other means, in good faith. All aspects of every such conference, except the fact of the occurrence of the conference, will be privileged.

10.3 If the parties do not resolve the dispute or agree on an alternate method to resolve the dispute, within 21 days after receipt of the notice the dispute may be referred by either party (by notice in writing to the other party) to litigation.

11 Notices

11.1 Any notice or demand under these Terms of Use is not effective unless such notice is:

(a) in writing and in English; and

(b) must be typed or written in legible handwriting; and

(c )signed by the Party making it; and

(d) served on the other Party by:

(i) email to the address nominated by that other Party; or

(ii) registered post to the address nominated by that other Party; or

(iii) hand delivered to that other Party, or if that other Party is a body corporate, an officer of that other Party having the legal authority to bind that Party.

11.2 The Party receiving the notice shall, upon receipt of such notice, send a written notice to the sender of the notice using the same method of transmission as the notice that the sender used to send such notice, advising the sender that the notice has been received.

11.3 Notwithstanding clause 11.2 above, any notice or demand under these Terms of Use is deemed to have been received by the other Party where:

(a) if that notice is served by email, within one hour of the time stamp notifying the time on which the email is sent, unless the time that the recipient is deemed to have received this email in accordance with this clause 11.2 is not on a Business Day, or after 4:00pm on a Business Day, in which event that notice is deemed to have been received at 9:00am on the next Business Day; or

(b) if by registered post, within five Business Days of the date on which the notice is posted; or

(c )if by hand delivery, immediately upon delivery.

12 General

12.1 Chef for You may update these Terms of Use from time to time by notifying you of such changes by posting a revised Terms of Use on the Website and, by continuing to use the Website, the Visitor agrees to the Terms of Use as amended. Any such changes will not apply to any dispute arising prior to the date on which we posted the revised Terms of Use.

12.2 The Visitor will not attempt to do anything, or permit, encourage, assist or allow any third party to do anything or attempt, permit, encourage, assist or allow any other violation of these Terms of Use.

12.3 These Terms of Use and any policies posted by us on the Website constitutes the entire agreement between the Visitor and Chef for You.

12.4 The Parties agree to do all things necessary to give effect to the entirety of these Terms of Use, including (without limitation to) making any payment or executing into any other agreement to give effect to these Terms of Use.

12.5 Where permitted by law, the Parties agree that these Terms of Use shall be construed in accordance with the laws of Western Australia and irrevocably submit to the exclusive jurisdiction of the courts of Western Australia, and any court of Australia having competent jurisdiction to hear appeals from such courts.

12.6 A failure or delay to exercise any right, power or remedy by either Party under these Terms of Use shall not be construed as a waiver, unless such waiver is expressed inwriting.

12.7 Where any provision of these Terms of Use, or any part thereof, infringes upon, or is otherwise inconsistent with any law of Western Australia, the Commonwealth of Australia or the relevant jurisdiction of a Visitor:

(a) such term or condition shall be construed in a manner that removes the inconsistency, but only to the extent of that inconsistency, and such construction shall not affect the validity or enforceability of the remainder of that provision; or

(b) where such term or condition cannot be so construed, it shall be deemed void and severable from the Agreement, without thereby affecting the validity or enforceability of the remainder of the provisions of these Terms of Use.

13 Definitions & Interpretation

13.1 In the Agreement, unless the contrary intention appears: Chef for You means Chef for You and its directors, officers, employees, affiliates, agents, contractors, suppliers and licensors Party or Parties mean Chef for You and/or the Visitor. Terms of Use means this Terms of Use document as amended from time to time. Visitor means you or any other person who accesses the Website. Website means www. https://www.chefforyou.au/

13.2 In these Terms of Use, unless the contrary intention appears:

(a) any obligation that binds two or more persons binds them jointly and severally;

(b) any right conferred for the benefit or benefits two or more persons benefits them jointly and severally;

(c )a word importing the singular includes the plural and vice versa;

(d) a word importing any gender includes any other gender;

(e) the word “including” does not import any limitation;

(f) a reference to a person includes an individual, the estate of that individual, a corporation or an incorporated or unincorporated association, a joint venture or parties thereto, or partnership;

(g) a reference to a party includes that party’s executors, administrators, successors and permitted assigns;

(h) a reference to any legislation includes any subsidiary legislation made under it, and any legislation or provision which amends or replaces the legislation;

(i) a reference to an amount payable is a reference to that amount in Australian Dollars;

(j) headings are for convenience only and do not affect the interpretation; and

(k) these Terms of Use is not to be construed adversely to a party just because that party prepared these Terms of Use, or caused these Terms of Use to be prepared.

Please contact us at info@chefforyou.com.au with any questions regarding these terms