Terms & Conditions
1 Definitions:
1.1 "Agreement" means the contract formed between the Business and the Customer, consisting of these Terms and any other documents or agreements
referenced within the contract, including, but not limited to, any Order, invoice, or statement of work.
1.2 "Business" means Jarrett, Jessica Anne (ABN 45 496 013 253) trading as “Cook with Jess” and “The Renal Kitchen”, including its successors and
assigns.
1.3 "Customer" means the party purchasing the Services from the Business, including its successors and assigns.
1.4 "Order" means the Customer’s request to purchase Services from the Business, whether in the form of a purchase order or any other form of written or
electronic communication.
1.5 "Services" means the services to be provided by the Business, as described in the Order or other relevant documentation.
1.6 "Terms" means these terms and conditions.
2 Application of Terms
2.1 These Terms apply to all provision of Services by the Business to the Customer.
2.2 Any variation, waiver, or exclusion of these Terms (including any Customer terms and conditions) will only be effective if agreed in writing by an authorised
representative of the Business.
2.3 The Customer’s acceptance of any Services from the Business constitutes acceptance of these Terms.
3 Quotations, Orders, and Contract Formation
3.1 All quotations issued by the Business are indicative and non-binding, subject to final written confirmation by the Business.
3.2 Quotations are valid for a period of 30 days from the date of issue, unless otherwise stated.
3.3 A binding Agreement is formed upon the Business’s written acceptance of an Order or the Business’s commencement of performance of the Order,
whichever occurs first.
3.4 The Business reserves the right to refuse any Order at its discretion, including, but not limited to, Orders that contain errors, inaccuracies, or are subject to
pricing or availability changes.
3.5 The Customer must provide the Business all information, instructions, specifications and facts relevant to the Services to be provided by the Business, at
the time that the Customer requests a quotation from the Business and prior to placing any Order with the Business.
3.6 The Business will be entitled to rely on the accuracy of any information, instructions, specification or facts provided by the Customer in preparing to provide
the Services. If there are any errors in the information, instructions, specifications or facts provided to the Business, the Business will, in addition to its other
rights under these Terms and at law, be entitled to vary the price.
3.7 It is the responsibility of the Customer to ensure that the specifications of the Services stated in the Order will be fit for the intended purpose of the
Services.
4 Price
4.1 The price for the Services will be as specified in the Business’s written confirmation of the Order. Unless otherwise stated, all prices are exclusive of GST,
or other applicable taxes, duties, and charges, which the Customer will pay in addition to the price.
4.2 The Business can, at its sole discretion, require a deposit to be paid towards the price of the Services, prior to the Business commencing any work, with
the remainder to be payable upon the completion of the Services.
4.3 If the Customer terminates the Agreement after the payment of the deposit, but prior to the completion of the Services, the Business reserves the right to
retain the deposit, and will retain all rights, title and interest in any and all intellectual property associated with the Services.
4.4 If the Customer attempts to vary the Services to be provided under the Order, and the Business agrees to such a variation prior to the provision of the
Services, the Business reserves the right to vary the Price.
5 Payment
5.1 Payment is due 7 days from the date of the invoice, unless otherwise agreed in writing. Time for payment of that invoice is of the essence.
5.2 If there is more than one Customer named in the Order or the Agreement, all Customers will be jointly and severally liable for the costs.
5.3 If the Customer fails to make any payment when due, the Business can, without prejudice to any other rights or remedies, suspend the provision of
Services and charge interest on the overdue amount at a rate of 2% per annum above the prevailing Reserve Bank of Australia cash rate, calculated daily
from the due date until payment is made in full.
5.4 The Customer agrees that if payment is not received by the relevant due date, they will be required to reimburse the Business for the full amount of any
bank or other fees associated with any dishonoured checks and any legal, debt recovery, agent, or other expenses incurred by the Business on a full
indemnity basis associated with any action taken by the Business to recover the overdue amount from the Customer.
5.5 The Customer is not entitled to set-off, deduct, or withhold any amounts due to the Business, unless expressly agreed in writing by the Business.
6 Cancellations
6.1 The Customer must give the Business written notice if they wish to cancel the Services prior to completion.
6.2 If the Services are cancelled within 48 hours of the scheduled start time, the Customer may, at the sole discretion of the Business, be required to make
payment of a cancellation fee totalling 50% of the total price of the Services.
6.3 If the Services are cancelled within 24 hours of the scheduled start time, the Customer may, at the sole discretion of the Business, be required to make
payment of a cancellation fee totalling 100% of the total price of the Services.
7 Risk
The risk in any Services supplied to the Customer will pass to the Customer, and the Customer will be deemed to have accepted the Services, immediately when
the Services are performed by the Business.
8 Security
8.1 We will not be required to provide a bank guarantee, or any other form of security and you will not be entitled to retain any retention money from the Price
for any reason.
8.2 If we request, and if applicable, you must provide a director’s guarantee for the performance of all your obligations under these Terms and the Contract.
9 Warranties and Exclusions
9.1 The Business warrants that the Services will be performed with reasonable care and skill.
9.2 The Business’s liability under this warranty is limited to, at the Business’s option, re-performing the defective Services.
9.3 All other conditions, warranties, and representations, whether express or implied, statutory or otherwise, relating to the quality or fitness for purpose of the
Services are excluded to the fullest extent permitted by law.
9.4 The Customer acknowledges that it has relied on its own skill and judgment in selecting the Services for the Customer’s intended purposes.
9.5 The Customer acknowledges that the Business is providing the Services to assist and aid the Customer in being able to re-create recipes provided under
the Services, and that the Business is not liable for any issues that arise from the Customer trying to re-create the recipes provided under the Services at a
later date.
10 Limitation of Liability
10.1 To the maximum extent permitted by law, the Business’s total liability arising out of or in connection with the supply of the Services, whether under contract,
tort (including negligence), statute, or otherwise, is limited to the price paid by the Customer under the Agreement.
10.2 The Business will not be liable for any indirect, incidental, special, consequential, or punitive damages, including, but not limited to, loss of profit, revenue,
business, opportunity, or anticipated savings, even if the Business has been advised of the possibility of such damages.
10.3 Nothing in these Terms excludes or limits the Business’s liability for death or personal injury caused by its negligence, fraud, or any other liability that cannot
be excluded or limited by law.
11 Indemnity
The Customer agrees to indemnify, defend, and hold harmless the Business, its officers, employees, and agents, from and against any and all claims, demands,
losses, liabilities, costs, and expenses (including legal fees) arising out of or in connection with the Customer’s breach of the Agreement, negligence, or other
wrongful act or omission.
12 Intellectual Property
12.1 All intellectual property rights in the Services, and any materials or deliverables provided by the Business remain the exclusive property of the Business or
its licensors. The Customer is granted a non-exclusive, non-transferable, royalty-free license to use such intellectual property solely for the purpose of using
the Services in the ordinary course of its business.
12.2 The Customer must not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of any
software or technology supplied by the Business.
13 Confidentiality
13.1 The parties agree to keep confidential all information disclosed by one party to the other under or in connection with the Agreement that is marked or
identified as confidential or would reasonably be considered confidential, except to the extent required by law or as necessary to perform their obligations
under the Agreement.
13.2 This confidentiality obligation continues to apply after the termination or expiration of the Agreement.
14 Termination
14.1 Either party can terminate the Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of the
Agreement that is not capable of remedy, or, if capable of remedy, is not remedied within 14 days of receipt of a written notice requiring it to do so.
14.2 Either party can terminate the Agreement by giving 14 days’ written notice to the other party, with or without cause.
14.3 Either party can terminate the Agreement with immediate effect by giving written notice to the other party if the other party becomes insolvent, enters
bankruptcy, or takes any similar action.
14.4 Upon termination of the Agreement for any reason, the Customer must immediately pay all outstanding invoices for the Services delivered or performed
prior to the termination date.
15 Force Majeure
The Business will not be liable for any failure to perform or delay in performing its obligations under the Agreement if such failure or delay is caused by an event
beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, lockouts, industrial action, natural disasters, epidemics, pandemics,
governmental restrictions, or failure of suppliers or subcontractors. In the event of a force majeure event, the Business can, at its option, suspend the performance
of its obligations or terminate the Agreement without liability.
16 Dispute Resolution
16.1 In the event of a dispute arising out of or in connection with the Agreement, the parties agree to attempt to resolve the dispute in good faith through
negotiations. If the dispute cannot be resolved through negotiations within 30 days, either party can refer the dispute to mediation administered by the
Australian Commercial Disputes Centre (ACDC) in accordance with its guidelines.
16.2 If mediation fails to resolve the dispute, the parties can pursue any other legal remedies available to them.
17 Governing Law and Jurisdiction
17.1 The Agreement is governed by and construed in accordance with the laws of South Australia, Australia, without regard to its conflicts of law principles.
17.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of South Australia for any legal action or proceeding arising out of or in connection
with the Agreement.
18 Entire Agreement
18.1 The Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior agreements,
negotiations, and discussions, whether oral or written.
18.2 No amendment to the Agreement will be effective unless it is in writing and signed by authorised representatives of both parties.
19 Severability
If any provision of the Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability will not affect the
validity or enforceability of the remaining provisions of the Agreement, which will remain in full force and effect