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Casper

 

Meal Supplier Contract

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table of Contents

 

 

1.            Definitions and Interpretation

2.            Acceptance

3.            The Services

4.            Meal Provider Account

5.            Transactions with Users

6.            Donations, Receipts & Records

7.            Ratings, Reviews & Complaints

8.            Your Responsibilities

9.            Termination

10.          Third Party Content

11.          Intellectual Property

12.          Privacy

13.          Acceptable Use

14.          Internet Access

15.          Confidential Information

16.          Warranties and Representations

17.          Indemnity

18.          Limitation of Liability

19.          Dispute Resolution

20.          General Provisions

Schedule

 

 

 

 

RECITALS

 

You as a Meal Provider on Casper have read and agreed to the terms and conditions contained in this Agreement.

 

1.         Definitions and Interpretation

 

1.1.      In this Agreement unless the context otherwise requires:

 

Account Information” has the meaning given in clause 4.2;

Agent Fee” means the fee specified in the Schedule;

Agreement” means this agreement (including the recitals and the Schedule), as amended from time to time;

Casper” means the website and mobile or tablet application that provides you access to the Services, as identified in the Schedule.  

Casper is a private community of people that share meals.  Meal Providers are given a donation for supplying a meal on Casper.  Meal Providers go through a selection process in order to be approved as a Casper Chef.  The core purpose of sharing meals through Casper is to provide social and edible sustenance to friends.   

"Casper Chef" means you are an independent supplier of food products or goods who offers and sells food products or goods, or a service for the supply of food products or goods through Casper. 

Confidential Information” means information of a confidential nature which one Party gives to the other under this Agreement whether given verbally or in writing, personal or otherwise, and including profits, accounts, documents, plans, marketing strategies, trade secrets, technical information, know-how and Intellectual Property or any information advised to be of a confidential nature where such information is not already in the public domain;

Content” means all material, content and information, including but not limited to written text, graphics, images, photographs, logos, trademarks, audio material, video material and any other forms of expression;

"Donation" means a nominated amount of money given to a Meal Provider for supplying a meal on Casper.

Dispute” has the meaning given in clause 19.1;

Dispute Notice” has the meaning given in clause 19.2;

GST” has the same meaning given to the term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

Intellectual Property” or “Intellectual Property Rights” includes all present and future rights in relation to copyright, trade marks, designs, patents or other proprietary rights, or any rights to registration of such rights whether created before or after the date of this Agreement;

Kitchen” means the kitchen You use for the production of food products or goods supplied through Casper or the use of the Services;

Meal Provider”, “You”, “Your” or “Yourself” means you are an independent supplier of food products or goods who offers and sells food products or goods, or a service for the supply of food products or goods through Casper.  Meal Providers are also known as "Casper Chefs";

Meal Provider Account” or “Account” has the meaning given in clause 4.1;

Order” means an order placed by a User and accepted by a Meal Provider for the purchase of food products or goods, or a service for the supply of food products or goods;

Owner”, “We”, “Our” or “Us” means the owner of Casper, as identified in the Schedule, and includes our Personnel, and expressly excludes Meal Providers and Users;

Parties” means You and Us;

Personnel” means the personnel of a party including but not limited to a Party’s directors, officers, employees and agents;

Schedule” means the schedule to this Agreement;

Services” has the meaning given in clause 3.1;

Site Content” means all Content made available on Casper by Us;

Third Party Content” means Content made available on Casper by a third party or Users;

Your Content” means Content made available on Casper by You; and

User” means a user of Casper and the Services.

 

1.2.      In this Agreement, unless the context otherwise requires:

 

(a)        headings are for convenience only and do not affect their interpretation or construction;

(b)        the singular includes the plural and vice versa;

(c)        references to recitals, clauses, subclauses, paragraphs, annexures or schedules are references to recitals, clauses, subclauses, paragraphs, annexures and schedules of or to this Agreement;

(d)        words importing a gender include other genders;

(e)        the word “person” means a natural person and any association, body or entity whether incorporated or not;

(f)         where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;

(g)        a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re‑enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;

(h)        a reference to time refers to Eastern Standard Time;

(i)         “includes” is not a word of limitation;

(j)         no rule of construction applies to the disadvantage of a Party because this Agreement is prepared by (or on behalf of) that Party;

(k)        a reference to any thing is a reference to the whole and each part of it;

(l)         a reference to a group of persons is a reference to all of them collectively and to each of them individually; and

(m)       a reference to a document includes all amendments or supplements to, or replacements or novations of, that document.

 

2.         Acceptance

 

2.1.      Access to and use of Casper and the Services is governed pursuant to this Agreement.

 

2.2.      You accept this Agreement by creating a Meal Provider Account.

 

2.3.      Notwithstanding clause 2.2, You may not accept this Agreement or access Casper if:

(a)        You are not 18 years of age or older; or

(b)        You are a person barred from entering into contracts under legislation,

in which case, You must immediately leave, remove and cease to use Casper.

 

2.4.      By accepting this Agreement, You agree that this is clear and unequivocal proof that the terms and conditions contained herein are not unconscionable, that there is no unfair bargaining power or position, that there is no duress, and that You have carefully read and understood this Agreement.

 

2.5.      If You do not understand any part of this Agreement You should seek independent legal advice prior to accessing or using Casper.

 

2.6.      Before You continue, You should print off or save a local copy of this Agreement for Your records.

 

2.7.      This Agreement is periodically reviewed by Us and We reserve the right to amend or vary the Agreement at any time and at Our sole discretion. You should review this page regularly as any changes to this Agreement take immediate effect from the date of publication on Casper.

 

3.         The Services

 

3.1.      We provide an electronic and technological platform that enables You to connect with Users for the sale of and supply of food products or goods (“Services”).

 

3.2.      We do not purchase food products or goods. You acknowledge and agree that all food products or goods or services for the supply of food products or goods provided by You while using Casper are purchased by the User alone.

 

3.3.      Any donation collected by Us from Users for an Order is collected on Your behalf as Your agent. All such donations will be for all purposes, considered as a donation made directly from the User to You.

 

3.4.      We may, in Our absolute discretion and without notice, amend, vary or remove the whole or any part of the Services or Casper. You cannot object to or claim compensation for any amendment, variation or removal of the whole of any part of the Services or Casper.

 

3.5.      We will use reasonable endeavours to minimise disruption to the Services.

4.         Meal Provider Account

 

4.1.      In order to register as a Meal Provider on Casper, You will need to provide personal information about Yourself, which may include Your name, address, phone number, email address and company or business number (if applicable), as well as details of one valid bank deposit method (“Meal Provider Account” or “Account”).

 

4.2.      In becoming a Meal Provider, You will also need to nominate a valid User ID and password (“Account Information”).

 

4.3.      You agree that any information You provide to Us will always be accurate, correct and up to date. We may suspend or terminate Your access to Casper or the Services if any information provided is inaccurate, outdated or incomplete.

 

4.4.      In creating a Meal Provider Account, You understand and agree that:

(a)        access and use of Your Account is limited, non-transferable and allows for the use of Casper and the Services by You and Your Personnel only;

(b)        You must keep Your Account Information confidential and must not disclose or make available Your Account Information to any third party;

(c)        You are solely responsible for all activity conducted, Orders accepted and Orders fulfilled under Your Account; and

(d)        You must immediately notify Us of any actual, suspected or attempted breach of confidence, improper use or disclosure of Your Account or Account Information.

 

4.5.      In creating a Meal Provider Account, You agree to receive commercial messages from Us. You may unsubscribe from such commercial messages at any time by using the “unsubscribe” function within the message.

 

4.6.      We may, in our absolute discretion, at any time and without notice, deny or restrict You from using Casper or creating a Meal Provider Account or suspend or cancel Your Account.

 

4.7.      Upon creating a Meal Provider Account, You are granted a non-exclusive, non-transferable, revocable and limited licence to use the Services. In consideration for providing this licence to You, You agree to pay Our Agent Fee.

 

4.8.      You must not transfer, sublicense, sell, transfer, assign, distribute or otherwise make available to third parties the limited licence provided to You under this Agreement.

 

5.         Transactions with Users

 

5.1.      You acknowledge and agree that each Order accepted by You forms a legal and direct transaction between You and the User. You agree that the terms contained in this Agreement are necessary in order to enhance User satisfaction with Casper.

 

Offer

 

5.2.      By offering to sell food products or goods, or a service for the supply of food products or goods through Your Meal Provider Account with Casper, You:

(a)        warrant that You are able to supply such food products or goods or such service for the supply of food products or goods;

(b)        warrant that Your Content provided to describe and illustrate such food products or goods is accurate; and

(c)        appoint Us as Your agent for facilitating all donations for Orders submitted by Users.

 

Price

 

5.3.      The price You advertise for certain food products or goods, or a service for the supply of food products or goods, or the minimum total cost for an Order, is ultimately up to You and in Your absolute discretion. You may also offer any discount or promotional code to Users.

 

5.4.      It is Your responsibility to ensure that the prices and discount or promotional offers entered are correct. We will not be liable for any incorrectly entered prices or offers.

 

5.5.      All prices offered to Users on Casper are inclusive of GST.

 

Orders

 

5.6.      By accepting an Order, You:

(a)        warrant that You are able to fulfill the Order;

(b)        authorise Us to facilitate a donation for the Order on Your behalf as Your agent;

(c)        agree to pay the Agent Fee to Us;

(d)        authorise Us to deduct Our Agent Fee from the donation collected from the User;

(e)        acknowledge that We will disclose personal information about the User to You and You agree to keep such information in confidence; and

(f)         must provide the User with an estimated time for fulfillment of the Order.

 

Delays and Cancellations

 

5.7.      All Orders accepted by You are final. If You:

(a)        are unable to fulfill;

(b)        cancel; or

(c)        are more than thirty (30) minutes late in supplying,

an accepted Order, You may be held liable for Our Agent Fee for such order in addition to a full refund of the donation made by the User.  

 

5.8.      You must be capable of holding and maintaining food products or goods in the same condition from the time the food products or goods are prepared until the User collects the food products or goods, or until the food products or goods are delivered. You are solely responsible for ensuring that food products or goods are supplied to the User in a suitable condition for human consumption.

 

5.9.      You are permitted to contact the User on the telephone number provided to You for the sole purpose of fulfilling an Order.

 

5.10.   You acknowledge that Users may cancel an Order within one (1) hour of ordering. Should a User elect to cancel an Order, You may either:

(a)        allow for the price of the Order to be refunded to the User, in which case our Agent Fee is not payable; or

(b)        deny a refund of the price of the Order, in which case our Agent Fee is payable.

 

Fulfilment

 

5.11.   It is Your responsibility to ensure that the food products or goods are supplied to the User and not to a third party.

 

5.12.   Upon the supply of foods products or goods purchased in accordance with an Order, You will be deemed as having successfully fulfilled that Order and You must notify Us immediately by selecting the “completed” function on Casper;

 

5.13.   After the fulfilment or cancellation of an Order, You must not store, disclose or use any personal information of the User which was provided to You for the sole purpose of fulfilling the Order. You must delete all personal information about the User immediately and You must not contact the User for any reason.

 

6.         Donations, Receipts & Records

 

6.1.      We will collect data, record information and retain copies of materials associated with the provision of the Services to the You, including without limitation:

(a)        details of the Orders accepted, fulfilled or cancelled, such as the purchase price, promotional codes used and description of goods;

(b)        time records of actions of Meal Providers and Users, such as the time You log in or out of Your Account, You make an offer to Users, You accept an Order and You fulfill an Order;

(c)        Your geographical location;

(d)        invoices, donations and receipts; and

(e)        any correspondence, notices, reviews, ratings or complaints received by or sent to You or a User.

 

6.2.      Upon notifying Us of a fulfilled Order, We will record the Order as being fulfilled and as Your donation agent, We will:

(a)        provide a receipt to the User for the Order; and

(b)        forward donation for the Order (less Our Agent Fee) to You.

 

6.3.      Both Parties agree that the most efficient and preferable method for facilitating donations from Users to You is for Us to keep a running balance record of all donations collected on Your behalf and all of Your Orders for any given week, and for Us to forward the total amount collected by Us on Your behalf during such week (less our Agent Fee) in one transaction to Your nominated bank deposit method weekly.

 

6.4.      Upon forwarding donations to You, We will also issue a detailed invoice to You that lists Your Orders for such week and the total amount collect by Us for Our Agent Fee.

 

6.5.      We may use a third party banking merchant to process donations and in these circumstances, Your use of these donation facilities may be subject to the terms and conditions of the third party banking merchant.

 

7.         Ratings, Reviews & Complaints

 

7.1.      Upon fulfillment of an Order, a User will be given the opportunity to provide a rating and review on the Order. When providing a rating and review, Users will be asked to consider the preparation time, the quality and value for money of the Order and Your professionalism.

 

7.2.      We will record all ratings and reviews submitted by Users. You will be able to access and view all ratings and reviews submitted in relation to Your Orders and You will be provided with an average total rating based on the ratings You receive.

 

7.3.      You must hold and maintain at all times, an average total rating higher than the minimum required average rating, as set by Us in Our absolute discretion. If You are unable to sustain the minimum required average rating, We may suspend, restrict or cancel Your Account at any time and without notice.

 

7.4.      We reserve the right to use, share and display Your ratings and reviews on Casper in any way, with or without Your consent. We may edit or remove any ratings and reviews in Our absolute discretion.

 

7.5.      Any complaints We receive from a User in relation to an Order with You will be forwarded directly to You. You are at liberty to ignore or respond to any complaint received, offer a discount or promotional code to the User, or offer a refund of the price paid by the User. Upon Your instructions and as Your agent, we are able to facilitate any discount, promotional code or refund to a User. 

 

7.6.      Notwithstanding anything to the contrary, should You chose to refund the price paid by a User for an Order, Our Agent Fee remains payable on such Order.

 

8.         Your Responsibilities

 

Compliance

 

8.1.      As a Meal Provider, You agree to and warrant that You will, at all times and at Your own cost:

(a)        hold and keep current all necessary licences, permits and approvals applicable to You in the course of Your business for the provision of food products or goods, or a service for the supply of food products or goods in the State You conduct Your business in;

(b)        hold and maintain a suitable and current level of skill, knowledge and expertise in relation to the provision of food products or goods, and agree to attend all necessary industry specific training required to uphold this essential level of skill;

(c)        abide by all food industry standards and legislation; and

(d)        act in a professional and courteous manner and exercise due care, skill and diligence.

(e)    maintain a minimum of 3.5 stars out of 5, in order to stay active on the platform, as a Casper Chef.

 

8.2.      As a Meal Provider, You warrant that Your Kitchen is at all times:

(a)        owned or leased by You and is not owned or leased by any third party;

(b)        compliant with all food industry standards and legislation, and fit-out requirements, applicable to You and the State You conduct Your business in;

(c)        suitable for the production of the food products or goods You offer through Casper for sale to the public; and

(d)        kept in clean and hygienic condition, and is compliant with all food health and safety requirements.

 

8.3.      As a Meal Provider, You may from time to time, be requested to supply copies of any licences, permits, approvals, registration forms or certificates, or become subject to food authority inspections, as applicable to the State You conduct Your business in. You acknowledge and agree that upon request, We will disclose Your personal information to food authority officers for the purposes of ensuring compliance with food industry standards and legislation. We will not be held liable for any inspections fees or ancillary costs incurred by You.

 

8.4.      You acknowledge and agree that We do not conduct any internal inspections, enquiries or investigations into Your compliance with food industry standards and legislation. Nevertheless, should We become aware of any non-compliance with food industry standards or legislation, or failure to produce requested documentation or cooperate with food authority officers, We reserve the right to suspend, restrict or cancel Your Meal Provider Account at any time and without notice.

 

Income and Taxes

 

8.5.      You are responsible for completing all tax returns for income You receive through use of Casper or the Services, as well as ensuring You meet all Your tax obligations and liabilities. 

 

8.6.      Both Parties are responsible for keeping record of donations received for providing a good or service and ensuring that they pay applicable GST for such donations. For the avoidance of doubt, We will not be retaining, collecting or remitting any monetary amounts on Your behalf for payment of GST.

 

9.         Termination

 

9.1.      You may terminate Your Account and this Agreement at any time by giving Us written notice or selecting to cancel Your Account in Your account settings on Casper. Notwithstanding, You will not be able to terminate Your Account or this Agreement if You have any outstanding Orders to be fulfilled under Your Account.

 

9.2.      We may terminate this Agreement at any time by notifying You or cancelling Your Account.

 

10.      Third Party Content

 

10.1.   You acknowledge that Third Party Content is made available on Casper. We do not own, are affiliated with, control, endorse, approve of or claim Intellectual Property Rights in any Third Party Content made available on Casper, including but not limited to advertisements and promotional Content or Content belonging to or provided by third parties or Users.

 

11.      Intellectual Property

 

11.1.   The Site Content is protected by copyright and We reserve all Intellectual Property Rights which may subsist in the Site Content and Casper.

 

11.2.   By accepting the terms of this Agreement, You are granted a non-exclusive, non-transferable licence to use Casper in accordance with the terms of this Agreement, inclusive of viewing, printing pages from or downloading any Content from Casper for Your personal use only.

 

11.3.   You must not, without Our prior written consent, which may be withheld at Our absolute discretion:

(a)        copy, republish, reproduce, duplicate or extract Site Content;

(b)        redistribute, sell, rent or licence any Site Content; or

(c)        edit, modify or vary the Site Content.

 

11.4.   Without Our prior written consent, You must not use or allow for the use of Site Content or Our Intellectual Property:

(a)        on any uniforms or clothing worn by You or Your Personnel;

(b)        in any websites, applications, advertisements or publications (other than Casper);

(c)        on any labelling or packaging of food products or goods;

(d)        on the exterior or interior of the building where Your Kitchen is located; or

(e)        in any way which it could be viewed by the public or any Users.

 

12.     Privacy

 

12.1.   We collect and store the personal information You enter on Casper, including any such information You provide to become a Meal Provider or during the course of Your use of Casper or the Services. The personal information We collect will be maintained in accordance with Our privacy policy available on Casper.

 

12.2.   You acknowledge that by offering to sell food products or goods, or a service for the supply of food products or goods through Casper, We will disclose certain personal information of Yours to Users that is necessary or useful to a User for the purposes of collecting the food products or goods, such as Your phone number and address.

 

13.      Acceptable Use

 

13.1.   You must not use the Services or Casper, or cause the Services or Casper to be used, in any way which:

(a)        breaches any clause of the Agreement;

(b)        is fraudulent, illegal or unlawful;

(c)        is misleading or deceptive;

(d)        is inappropriate, indecent, obscene or foul;

(e)        harvests or collects information about other Meal Providers or Users of Casper;

(f)         damages, impairs or interferes with the availability or accessibility of or another person’s use or enjoyment of the Services or Casper; or

(g)        infringes on any person’s Intellectual Property Rights.

 

13.2.   You must not use, or cause Casper to be used, as a medium which stores, hosts, transmits sends or distributes any Content or material which consists of:

(a)        spyware;

(b)        computer viruses;

(c)        Trojans;

(d)        worms;

(e)        keystroke loggers; or

(f)         any other malicious computer software.

 

13.3.   You must not use the Services in an attempt to replicate the Services or for the purposes of becoming a competitor to Us. You must not or attempt to, reverse engineer or derive the structure or source code of the Services or Casper.

 

14.      Internet Access

 

14.1.   Casper requires the use of internet access. You are responsible for obtaining internet access and any charges or costs associated with obtaining internet access, including data and messaging rates, charges and fees. For the avoidance of doubt, should You access Casper through the use of a wired or wireless-enabled device, You are solely responsible for all charges, rates, fees and costs which may apply during Your access to and use of Casper and the Services.

 

14.2.   We will not be responsible for any malfunctions, delays or issues caused as a result of Your internet access, network connections or electronic communication software. We do not guarantee that Casper will function and operate on any particular hardware, computer or device. Should We amend or update Casper, You are responsible for acquiring or updating any hardware, computer or device as necessary for the use of or access to Casper and the Services.

 

15.      Confidential Information

 

15.1.   Notwithstanding anything to the contrary, neither Party may, without the prior written consent of the other, disclose the other Party's Confidential Information unless it is compelled to do so by law.

 

15.2.   Each Party will take all reasonable steps to ensure that its Personnel do not make public or disclose the other Party's Confidential Information.

 

15.3.   Notwithstanding any other provision of this clause, a Party may disclose the terms of this Agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.

 

15.4.   This clause survives the termination of this Agreement.

 

16.      Warranties and Representations

 

16.1.   Use of the Services and Casper is at the Your own risk. Casper, the Services and everything provided to You through Casper is on an “as is” and “as available” basis.

 

16.2.   We do not make and disclaim any warranties, representations or guarantees, whether express, implied or statutory, in relation to the Services or Casper, including but not limited to warranties, representations or guarantees in relation to:

(a)        reliability, timeliness, accuracy or completeness;

(b)        fitness for a particular purpose or suitability;

(c)        non-violation or non-infringement;

(d)        ownership or title;

(e)        functionality or availability;

(f)         safety;

(g)        profitability; or

(h)        merchantability or quality.

 

16.3.   For the avoidance of doubt, We do not warrant:

(a)        that the Services will meet Your expectations, requirements or needs; or

(b)        that the operation or use of the Services will be uninterrupted or error free.

 

16.4.   We do not make and disclaim any warranties, representations or guarantees, whether express, implied or statutory, in relation to the accuracy of information provided by Users.

 

16.5.   You accept that the entire risk arising out of Your use of Casper and the Services, and the transactions You enter into with Users is borne by You alone, including but not limited to any risk in the food products or goods, or any risk to the personal safety of You or Your Personnel.

 

16.6.   You understand that it is Your responsibility to exercise reasonable precaution when dealing with Users.

 

16.7.   Should You chose to re-sell food products or goods purchased from a third party in the same condition as they were originally purchased, You warrant that you have authority to re-sell such food products or goods.

 

16.8.   This clause will survive termination of this Agreement.

 

17.     Indemnity

 

17.1.   You undertake and agree to indemnify, defend and hold Us harmless against any loss, damage, claim, cost, expense, fee or liability, including but not limited to any claim, demand or action by a third party, any infringement of the Intellectual Property Rights of a third party, any personal injury claim, or any court or legal costs, incurred by or brought against Us, whether as a direct or indirect result of or in connection with:

(a)        Your use of or reliance on the Services;

(b)        any goods or services provided by You through the use of Casper;

(c)        Your failure or delay in fulfilling an Order;

(d)        the information or Content provided by You to Us or Our use of Your personal information or Content;

(e)        any taxation liabilities, duties or levies You fail to pay;

(f)         any termination or breach of this Agreement by You; or

(g)        any wilful, incidental, illegal or negligent act or omission by You.

 

17.2.   In the event that this Agreement is construed to create an employment, joint venture, partnership or agency relationship, You undertake and agree to indemnify, defend and hold Us harmless against any loss, damage, claim, cost, expense, fee or liability incurred by or brought against Us as a result.

 

17.3.   You agree and accept that the indemnity provided in this clause is reasonable.

 

17.4.   This clause will survive termination of this Agreement.

 

18.      Limitation of Liability

 

18.1.   You acknowledge and agree that We are not responsible or liable for, and that You are solely responsible for, any goods or services provided by You to Users or other third parties, including but not limited to food products or goods or services for the supply of food products of goods.

 

18.2.   To the fullest extent permitted by law, We will not be liable for any loss, damage, claim, cost or liability whatsoever, regardless of whether such claim arises out of breach of contract, infringement, tort, strict liability or otherwise, including but not limited to any loss of profit, anticipated profit, revenue, savings, opportunity, product, use, content, data or business, personal injury or property damage, whether direct, indirect, incidental, special, consequential, exemplary or punitive, regardless of whether We have been advised of the possibility of such damages, as a result of or in connection with the provision of the Services or Your use of Casper, including but not limited to:

(a)        Your reliance on the Services;

(b)        any variation, suspension or cancellation of the whole or any part of the Services or Your Account;

(c)        any delay in or failure to transfer any amounts owed to You;

(d)        any transaction or relationship created between You and a User;

(e)        anything beyond Our reasonable control;

(f)         any Third Party Content or Site Content;

(g)        any termination or breach of this Agreement by Us or You; or

(h)        any act, omission, negligence or failure by Us, You or a User.

 

18.3.   Our total liability for any loss, damage, claim, cost or liability howsoever occurring, regardless of whether We have been advised of the possibility of such damages, will be limited to a refund of Our Agent Fee for an Order. Such refund shall be provided at Our absolute discretion.

 

18.4.   You agree and accept that the limitation of liability provided in this clause is reasonable.

 

18.5.   This clause will survive termination of the Agreement.

 

19.      Dispute Resolution

 

19.1.   Neither Party shall start court proceedings (except proceedings seeking interlocutory relief) in respect of a dispute arising out of this Agreement (“Dispute”) unless it has complied with this clause.

 

19.2.   A Party claiming that a Dispute has arisen must give notice as soon as practicable to the other Party to this Agreement specifying the nature of the Dispute (“Dispute Notice”).

 

19.3.   During the fourteen (14) day period after a Dispute Notice is served (or any longer period agreed in writing by the Parties), each Party must use its best efforts to resolve the Dispute.

 

19.4.   If the Dispute is not resolved following the expiration of the fourteen (14) day period pursuant to clause 15.3, the Parties must endeavour to jointly engage a mediator and endeavour to agree on the mediator’s terms of engagement.

 

19.5.   If the Parties fail to agree on the engagement of a mediator and/or the mediator’s terms of engagement within twenty-five (25) days of service of a Dispute Notice, either Party may apply to a local body of accredited mediators to appoint a mediator and determine the terms of the mediator’s engagement.

 

19.6.   Any information or documents disclosed by either Party under this clause:

(a)           is on a without prejudice basis;

(b)           must be kept confidential; and  

(c)           may not be used except to attempt to resolve the Dispute.

 

19.7.   Each Party must bear its own costs of complying with this clause, and the Parties must bear equally the costs of any mediator engaged under clauses 19.4 or 19.5.

 

20.      General Provisions

 

20.1.   The relationship between the Parties is that of an independent contractor. Nothing in this Agreement shall be construed as creating an employment relationship or a joint venture, partnership or agency relationship between the Parties.

 

20.2.   All notices, demands and other communications between the Parties for the purposes of this Agreement shall be in writing and addressed to the Party’s address stipulated in the Schedule. Such notice, if delivered personally or sent by facsimile or email, shall be deemed received on that day or if delivered by other means, after two (2) business days of sending.

 

20.3.   Any provision of, or the application of any provision of this Agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

 

20.4.   Any provision of, or the application of any provision of this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

 

20.5.   If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.

 

20.6.   This Agreement shall be governed by and construed in accordance with the law for the time being applicable to Our registered place of business and You agree to submit to the non-exclusive jurisdiction of the Courts in that jurisdiction.

 

20.7.   Each Party acknowledges and agrees that they have been allowed the opportunity to obtain independent legal advice in relation to this Agreement.

 

 

 

 

 

Schedule

 

Casper:                         http://www.chefcasper.com and related mobile and tablet applications

 

Owner:                          Chef Casper Pty Ltd A.C.N. 609 911 980

                             

Agent Fee:                    10% on the price of each Order