TERMS AND CONDITIONS OF SERVICE
Cookitoo provides a platform that connects Hosts who have kitchens to rent with Facilitators and Operators seeking to book and occupy Kitchens (collectively, the “Services”). The Services are accessible through written communication with Cookitoo, at http://www.cookitoo.com/ and any other websites through which Cookitoo makes the Services available (collectively, the “Site”) and any applications for mobile, tablet and other smart devices and application program interfaces which Cookitoo makes available (collectively, the “Application”).
In these Terms and Conditions “you” or “your” means any unregistered user of the Platform or any Member of the Platform, as the context requires. If you are using the Platform, these Terms and Conditions are between you and Sprowt Pty Ltd (ABN 48 611 356 828) (“Cookitoo”, “us” or “we”).
Nothing in these Terms and Conditions obliges Cookitoo to make the Services available at any time or by any technological or direct means.
WARNING: BOOKING AND PAYMENT PLATFORM
Cookitoo ENABLES INTERACTIONS, COMMUNICATIONS, BOOKINGS AND PAYMENTS BETWEEN MEMBERS VIA THE PLATFORM. Cookitoo IS NOT A PARTY TO ANY BOOKING BETWEEN MEMBERS AND DOES NOT VERIFY THE SUITABILITY OR RANKING OF THE MEMBER, THE KITCHEN OR THE LISTING. THE SERVICES PROVIDED BY Cookitoo IN CONNECTION WITH THE PLATFORM ARE LIMITED TO THE ENABLING OF BOOKINGS AND COLLECTION AND REMITTANCE OF FEES PURSUANT TO THESE TERMS AND CONDITIONS.
WARNING: COMPLIANCE WITH LAWS, FEES AND CHARGES
MEMBERS ARE WHOLLY RESPONSIBLE FOR ENSURING THAT THEIR USE OF THE PLATFORM AND BOOKINGS ENABLED BY IT COMPLY WITH APPLICABLE REGULATIONS, LAWS AND THIRD PARTY AGREEMENTS IN CONNECTION WITH THE KITCHEN. SUCH REGULATIONS, LAWS AND THIRD PARTY AGREEMENTS INCLUDE BUT ARE NOT LIMITED TO:
- PREMISES LEASES;
- PLANNING AND BUILDING REGULATIONS;
- FOOD PEMISES REGISTRATION;
- LIQUOR LICENSES;
- HEALTH AND SAFETY REQUIREMENTS;
- TAXATION REGULATIONS AND LAWS.
IN ADDITION YOU WILL BE WHOLLY RESPONSIBLE FOR ANY FEES AND CHARGES INCURRED BY YOU IN CONNECTION WITH THE PLATFORM AND/OR THE KITCHENS (WHETHER ARISING DIRECTLY OR INDIRECTLY).
- TERMS OF SERVICE
The Platform is intended solely for persons who are 18 or older. Any access to or use of the Platform by anyone under 18 is expressly prohibited. By accessing or using the Platform you represent and warrant that you are 18 or older.
By using the Platform, you agree to comply with and be legally bound by the terms and conditions of these Terms and Conditions of Service (“Terms “), whether or not you become a Member or user of the Services. These Terms govern your access to and use of the Platform and all Collective Content, and constitute a binding legal agreement between you and Cookitoo.
If you are entering into these Terms on behalf of your employer, client or other entity, you warrant and guarantee that you have the full right and authority to do . If you do not have such authority, all your Site, Services and Application activity will be considered a breach of these Terms.
If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Platform.
The information contained on the Platform is provided in good faith on an “as is” basis. Cookitoo does not represent or warrant to the reliability, accuracy or completeness of the information contained on the Platform or in the Collective Content.
You understand and agree that Cookitoo is not a party to any agreements entered into between Hosts and Facilitators or Operators, nor is Cookitoo a broker, agent or insurer. Cookitoo has no control over the content contained in any Listings, the condition, legality or suitability of any Kitchens, the conduct of Hosts, Facilitators, Operators, and other users of the Platform, and disclaims all liability in this regard to the maximum extent permitted by law. Any Bookings are made or accepted at the Member’s own risk.
If you choose to create a Listing on the Platform, you understand and agree that your relationship with Cookitoo is limited to being a Member and an independent, third-party contractor, and not an employee, agent, joint venture or partner of Cookitoo for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf of or for the benefit of Cookitoo. Cookitoo does not control, and has no right to control, your Listing, your offline activities associated with your Listing, or any other matters associated with your Listing, that you provide. As a Member, you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of Cookitoo, including by using any Cookitoo’ Intellectual Property, without the prior written consent of Cookitoo.
Cookitoo does not endorse any Member, Listing or Kitchen. By using the Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties other than Cookitoo will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Cookitoo with respect to such actions or omissions. We encourage you to communicate directly with other Members on the Platform regarding any Listings or Bookings made by you. This limitation shall not apply to any claim by a Host against Cookitoo regarding the remittance of payments received from a Facilitators or Operator by Cookitoo on behalf of a Host, which instead shall be subject to the limitations described in the section below entitled “Warranty and Limitation of Liability”.
- PLATFORM INTELLECTUAL PROPERTY
You acknowledge and agree that the copyright in the Platform content and the software, design, text and graphics comprised in the Site and Application, the selection and layout of the Site and Application, the content and materials on the Site and Application and all other Intellectual Property in connection with the Platform (together, the Materials) are owned by or licensed to us.
You must not modify, copy, adapt, store in a retrieval system, reproduce, upload, post, transmit, sell, distribute in any way or communicate to the public, the Materials without our prior written consent.
You must not frame or embed in another website any of the Materials without our prior written consent.
You may store a reproduction of the content on the Site or Application on your local computer for the sole purpose of viewing the content and Materials; and print hard copies of the content and Materials for the sole purpose of viewing, listing or booking Kitchens, but not for any other use.
The Platform, the Materials and any ancillary materials or documents owned or used by Cookitoo in connection with the Services and promotion of its business contains registered trademarks which are protected by law and other branding, images, content which constitute the Intellectual Property of Cookitoo. You must not use any of the marks or trademarks appearing on the Platform and/or on or within Materials or our name or the names of our related bodies corporate or any of our Intellectual Property without our prior written consent.
By accepting these Terms, the Member is granted a limited, non-exclusive and revocable license to access the Platform in accordance with these Terms.
You agree to only use the Platform and Materials for their intended legal purposes and shall not use any or all of them to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by Cookitoo in its sole and unfettered discretion.
Cookitoo may revoke, suspend or terminate the Member’s license in its absolute discretion for any reason that it sees fit, including for breach of these Terms by the Member or any of its users. Cookitoo will ordinarily advise the Member of any suspension or revocation however, it is under no obligation to do so.
Your license to access the Platform and Materials shall be ongoing unless terminated by Cookitoo in accordance with these Terms.
Cookitoo does not represent or warrant that any information, files or Collective Content obtained from, through or in connection with the Platform is free from viruses or other faults or defects. You are responsible for scanning any information, files or Collective Content for viruses.
You agree that Cookitoo has no responsibility or liability to you or any other person for any loss or damage (whether direct, indirect, consequential or economic), regardless of cause, negligence or otherwise, which may be the direct or indirect result of any virus, fault or defect transmitted from, through or in connection with the Platform or the Collective Content. In any event, if Cookitoo is found to be liable this will be limited to the cost of supplying the information, files or Collective Content again.
The Platform can be used to facilitate the listing and booking of Kitchens. Such Kitchens are included in Listings on the Platform by Hosts. You may view Listings as an unregistered user of the Platform; however, if you wish to book a Kitchen or create a Listing, you must first register to create a Cookitoo Account (“Account”).
You must register as a Host, Operator or Facilitator.
Cookitoo reserves the right to accept or reject your request to register for an Account at its sole discretion and Cookitoo may request additional information from you before accepting or rejecting your request to register for an Account. Failure to provide such information is likely to result in rejection of your request.
You may register to join the Platform directly or as described in this section.
If displayed on the Platform, you can also register to join by logging into your account with third-party social networking sites (“SNS “) (including, but not limited to, Facebook, Google) (each such account, a “Third-Party Account”). As part of the functionality of the Platform, you may link your Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Cookitoo through the Site, Services or Application; or (ii) allowing Cookitoo to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account.
You represent that you are entitled to disclose your Third-Party Account login information to Cookitoo and/or grant Cookitoo access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Cookitoo to pay any fees or making Cookitoo subject to any usage limitations imposed by such third-party service providers.
By granting Cookitoo access to any Third-Party Accounts, you understand that Cookitoo will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account (“SNS Content “). Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or Cookitoo’ access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Platform.
You have the ability to disable the connection between your Account and your Third-Party Accounts, at any time, by notifying us.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
Cookitoo makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Cookitoo is not responsible for any SNS Content.
Your Account and your Cookitoo profile page will be created for your use of the Platform based upon the personal information you provide to us or that we obtain via a SNS as described above. You may not have more than one (1) active Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Cookitoo reserves the right to suspend or terminate your Account and your access to the Platform if you create more than one (1) Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms.
You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party.
- KITCHEN LISTINGS
As a Host, you may create Listings. To create a Listing, you will be asked a variety of questions about the Kitchen to be listed that may include the location, capacity, size, features, and availability of the Kitchen and pricing and related rules and financial terms. All Listings must reflect the lowest advertised rate for the booking of the applicable Kitchen. Listings will be made publicly available via the Platform (including directly by Cookitoo to Operators and Facilitators). You understand and agree that the placement or ranking of Listings in search results may depend on a variety of factors, including, but not limited to, Members preferences, ratings and/or ease of booking.
Other Members (i.e. Facilitators and Operators) will be able to book your Kitchen via the Platform based upon the information provided in your Listing, your Operator requirements, and Operators’ search parameters and preferences.
From time to time, Facilitators may make Bookings on behalf of undisclosed operators. Where an operator is undisclosed (i.e. not an Operator Member) Facilitators are bound to these Terms as if they are the Operator and must ensure that any third-party operators are made aware of and comply with these Terms in connection with the Booking. The Facilitator indemnifies and holds Cookitoo harmless in connection with any loss or damage in connection with the use of the Facilitator and a third–party operator of the Platform and the Services.
You acknowledge and agree that you alone are responsible for any and all Listings and Member Content you post.
You represent and warrant that any Listing you post and the Booking of, and/or a Member’s use of a Kitchen you List (a) will not breach any agreements you have entered into with any third parties, such as property Host’s or other third party agreements, and (b) will (i) be in compliance with all applicable laws, rules and regulations that may apply to any Kitchen included in a Listing you post, and (ii) not conflict with the rights of third parties. Please note that Cookitoo assumes no responsibility for a Host’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Cookitoo reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Cookitoo, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Platform.
If an Operator requests a Booking of your Kitchen and uses your Kitchen, any agreement you enter into with such Operator is between you and the Operator and Cookitoo is not a party to it. You must specify any additional terms on your Listing.
You acknowledge and agree that, as a Host, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who use or are otherwise present at the Kitchen at your request or invitation, excluding the Operator or Facilitator (and the individuals the Operator or Facilitator invites to the Kitchen, if applicable.)
- YOUR OBLIGATIONS
While it is not Cookitoo’ intent to monitor your online communications to or within the Platform, Cookitoo reserves the right to remove any content that we become aware of and determine to be harmful, illegal or in breach of copyright laws or privacy laws. You may not use the Platform or all or part of any Collective Content for any unlawful activity nor for any activities that breach any laws, infringe a third party’s rights or are contrary to any relevant standards or codes. You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Platform.
You covenant and warrant that:
- all information and data provided by you to Cookitoo (including billing and contact details) or otherwise is true, accurate, complete and up to date;
- any person receiving, accessing or using the Platform or the Collective Content using your Account is authorised by you to do so;
- you have and will comply with all relevant laws relating to your use of the Platform and the Collective Content and your making of any Listing or Booking with us;
- you will ensure that any log in information and password that is used to access the Platform or the Collective Content and the details of any account is kept in a safe and secure manner;
- you will promptly notify Cookitoo if you are or become aware that there is or has been an unauthorised use of any of your Account, or any other security breach relating to any Account;
- you are responsible for any costs associated with your access to or use of the Platform, Listings, Bookings and/or any Collective Content including internet access fees; and
- you are responsible and liable for any person that uses your Account and/or password to make Listings or Bookings through the Platform.
You must not and agree that you will not:
- use the Platform in a manner or way, or post to or transmit to or via the Platform any material, which interferes with other users or our other customers or defames, harasses, threatens, menaces or offends any person or which prevents any other person from using or enjoying the Platform;
- make fraudulent or speculative enquiries, orders or requests through the Platform;
- use another person’s details without their permission or impersonate another person when using the Platform;
- post or transmit to the Platform any obscene, indecent, inflammatory or pornographic material or any other material that may give rise to civil or criminal proceedings;
- use any robot, spider, site search and retrieval application or other mechanism to retrieve or index any portion of the Platform;
- modify, adapt, translate or reverse engineer any portion of the Platform;
- remove any copyright, trade mark or other proprietary rights notices contained in or on the Platform;
- reformat or frame any portion of the web pages that are part of the Platform;
- use the Platform to violate the security of any computer or other network or engage in illegal conduct;
- tamper with or hinder the operation of the Platform or the Collective Content nor knowingly transmit any viruses, worms, defects, trojan horses or similar disabling or malicious code to the Platform;
- take any action that imposes or that would, in our reasonable opinion, result in an unreasonable or disproportionately large load on our infrastructure;
- violate any local, state, national or other law or regulation, or any order of a court, including without limitation zoning restrictions and tax regulations;
- use the Platform or Collective Content to identify or communicate with a Member (directly or indirectly) and then complete a booking of a Kitchen independent of the Platform, in order to circumvent the obligation to pay any Booking Fees related to Cookitoo’ provision of the Services, or for any other reason;
- List, as Host, any Kitchen that may not be Booked pursuant to the terms and conditions of any agreement with a third party;
- recruit, or otherwise solicit any Member to join third party services, websites or applications that are competitive to Cookitoo, without our prior written approval; and
- use the Platform or the Collective Content other than in accordance with these Terms.
- RESPONSIBILITY, RIGHTS AND MODIFICATION OF MEMBER CONTENT
Cookitoo accepts no liability for Member Content.
The Member is responsible for the accuracy, quality and legality of Member Content and the Member’s acquisition of it, and the users that create, access and/or use Member Content.
By registering as a Member, listing a Kitchen, Booking a Kitchen, contributing, commenting, uploading images or files, inputting data, linking to data or files on third-party sites, or engaging in any other form of communication through the Platform you are creating Member Content and you are granting Cookitoo a transferable, sub-licensable, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to:
- use, copy, sublicense, adapt, transmit, publicly perform or display any such Member Content; and
- sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the Member Content.
This licence shall include the right to exploit any proprietary rights in the Member Content, including but not limited to rights under publicity, copyright, trademark or patent laws under any relevant jurisdiction.
Cookitoo reserves the right to filter, modify, publish and permanently remove Member Content on the Site, Application or in connection with the Services in its sole and unfettered discretion
To the extent permitted by law, Cookitoo accepts no liability for the accuracy of any information made available using the Platform. Any reliance on the information available through the Platform is at the Member’s own risk.
- PAYMENTS, FEES AND CHARGES
The Host, not Cookitoo, is solely responsible for honoring any confirmed Bookings and making available any Kitchen booked through the Platform. If you, as an Operator or Facilitator, choose to enter into a transaction with a Host for the Booking of a Kitchen, you agree and understand that you will be required to enter into an agreement with the Host and you agree to accept any terms, conditions, rules and restrictions associated with such Kitchen imposed by the Host. You acknowledge and agree that you, and not Cookitoo, will be responsible for performing the obligations of any such agreements, that Cookitoo is not a party to such agreements, and that, with the exception of Cookitoo’ payment obligations pursuant to these Terms, Cookitoo (inclusive of all subsidiaries and related entities) disclaims all liability arising from or related to any such agreements.
If you are a Host and a Booking is requested for your Kitchen via the Platform, you will be required to either confirm or reject the Booking request within the Booking Request Period, otherwise the Booking request will automatically expire. When a Booking is requested via the Platform, we will share with you:
- the name, details and business activities of the Operator or Facilitator who has requested the Booking.
A Booking Fee is payable by the Operator or Facilitator to Cookitoo in full immediately upon confirmation of a Booking by a Host. The Booking Fee is comprised of the Kitchen Fee and the Service Fee.
Operators and/or Facilitators agree to pay Cookitoo the Booking Fee as outlined on the Platform. Operators and/or Facilitators authorise Cookitoo (and/or any third party payment processor of Cookitoo from time to time) to charge and deduct the Booking Fee from you using the Payment Details. Cookitoo will hold the Booking Fee in escrow for 14 days whereupon, save and except in the event of a Member Dispute, the Kitchen Fee will be remitted by Cookitoo to the Host (that is, the Booking Fee less the Service Fee and any other applicable fees and taxes) using the Host’s Payment Details.
For Hosts situate in Australia, Cookitoo will collect GST on the Booking Fee on behalf of the Host and charge GST on the Service Fee payable by the Host. Hosts represent and warrant that they are or will be (prior to accepting a Booking) registered for GST. Cookitoo will provide Hosts situate in Australia with a valid tax invoice for Services Fees at the end of each calendar month.
Notwithstanding that Member bookings ‘off Platform’ are a breach of these Terms, if any Member engages with, recruits or otherwise solicits another Member to complete a Booking independent of the Platform, the Host will remain liable to pay Cookitoo the Service Fee for any use of a Kitchen (by another Member) advertised on the Platform in the preceding 18 months, as if that Kitchen was the subject of a Booking(s) using the Platform.
All amounts owed to Cookitoo under or in connection with these Terms constitute debts due and payable by you to Cookitoo until paid in full. You must pay all amounts due to Cookitoo without set-off, deductions counter-claims or conditions; and in available cleared funds. If an amount due under these Terms is paid after the due date you must pay Cookitoo, in addition to the overdue amount interest at the rate of 10% per annum calculated based on a 365 day year from the date of the default until the date the amount (together with all accrued interest) is paid in full; and all costs and expenses incurred by Cookitoo in collecting the overdue amount.
All fees and charges shown on the Site and Application and identified in these Terms are in Australian Dollars (AUD) and are inclusive of GST (unless otherwise indicated).
If, as an Operator or Facilitator, you wish to cancel a confirmed Booking made via the Platform, either prior to or after arriving at the Kitchen, the cancellation policy of the Host contained in the applicable Listing will apply to such cancellation. Our ability to refund the Kitchen Fees will depend upon the terms of the cancellation policy. Service Fees are non-refundable for an Operator’s or Facilitator’s cancellation of a confirmed Booking. Details regarding refunds and cancellation policies are available upon request.
Hosts may not cancel a Booking later than 14 days prior to the Booking. If a Host cancels a confirmed Booking made via the Platform:
- Cookitoo will refund the Booking Fees for such Booking to the applicable Operator or Facilitator pursuant to these Terms;
- the Operator or Facilitator will receive a communication from Cookitoo to the effect of the cancellation; and
- the Host will be charged the Service Fee applicable to the Booking using the Host’s Payment Details.
If, as a Host, you cancel a confirmed Booking, you agree that Cookitoo may apply penalties or consequences to you or your Listing, including:
- publishing an automated review on your Listing indicating that a Booking was cancelled;
- keeping the calendar for your Listing unavailable or blocked for the dates of the cancelled Booking; or
- immediately terminating your Account if more than one (1) cancellation occurs in any three (3) month period.
In certain circumstances, Cookitoo may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed Booking made via the Platform. Cookitoo may also determine, in its sole discretion, to refund to the Operator or Facilitator part or all of the amounts charged to the Operator or Facilitator, in which case the Kitchen Fee is not remittable to the Host.
Cookitoo will initiate any refunds due to you pursuant to these Terms within 30 days, using your Payment Details.
- DAMAGE TO KITCHENS AND SECURITY DEPOSITS
As an Operator or Facilitator, you are responsible for leaving the Kitchen (including any personal or other property located at the Kitchen) in the condition it was in when you arrived. You acknowledge and agree that, as an Operator or Facilitator, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Kitchen. In the event that a Host claims otherwise and provides evidence of damage (“Damage Claim”), including but not limited to photographs, you agree to pay the cost of replacing the damaged items with equivalent items.
Operators are required to complete the check-in and out form for every day occupying the kitchen.
Hosts may choose to include security deposits in their Listings (“Security Deposits”). Each Listing will require a Security Deposit for the applicable Kitchen. Cookitoo will use commercially reasonable efforts to address Hosts’ requests and claims related to Security Deposits, but Cookitoo is not responsible for administering or accepting any Damage Claims by Hosts related to Security Deposits, and disclaims any and all liability in this regard.
These Terms operate for term commencing on the later of the first day of the month or the date upon which you access the Platform and ending on the last day of the month (“Term”). The Term shall automatically renew on a monthly basis unless these Terms are varied or terminated by Cookitoo prior to the commencement of the following month.
Cookitoo may suspend or terminate these Terms in its sole discretion at any time. Without qualifying the foregoing, Cookitoo may immediately suspend, terminate or limit your access to and use of the Platform and (where relevant) your Account and any Collective Content if Cookitoo suspects that you have committed a fraudulent act and/or you have, or you intend to, breach these Terms.
Any termination by Cookitoo in circumstances where you are either in material default of your obligations under these Terms, or are in default of a non-material obligation which you fail to remedy within five days of being notified of the default by Cookitoo, will be of immediate effect.
In the event an agreement arising under or in connection with these Terms is terminated, Cookitoo may take such steps as it deems necessary to ensure you cease using or accessing, or having any ability to use or access, the Platform and/ or any Collective Content, including but not limited to revoking your licence and blocking your access.
- WARRANTY AND LIMITATION OF LIABILITY
Cookitoo does not warrant or represent the suitability of the Platform or the Collective Content for any purpose. To the extent permitted by law, neither party is liable to the other for any direct loss and damages, or for fines, penalties, taxes and any exemplary, aggravated of punitive damages, liquidated damages or indirect and consequential loss and damages arising in any way (including without limitation for loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind) legal costs and expenses or loss or corruption of data, in contract, tort, under any statute or otherwise (including negligence) arising from or connected to the Platform, the Collective Content, the Listings, the Bookings or the use of Kitchens.
Any liability to you for loss or damage of any kind arising out of these Terms, the Platform, the Collective Content, the Listings, the Bookings or your use of Kitchens or in connection with the relationship established by any of them is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise.
In any event, Cookitoo’ liability under any warranty and whether in negligence or not, shall not exceed the price of any Service Fees paid to Cookitoo.
YOU ASSUME ALL RESPONSIBILITY FOR YOUR USE OF THE PLATFORM, THE COLLECTIVE CONTENT, THE LISTINGS, THE BOOKINGS AND/OR THE KITCHENS AND INDEMNIFY AND HOLD HARMLESS Cookitoo, AND ANY OF ITS ASSIGNS, AGENTS OR EMPLOYEES AGAINST ANY CLAIMS, LAWSUITS, DAMAGES, AND EXPENSES (INCLUDING BUT NOT LIMITED TO SOLICITOR’S FEES ON AN INDEMNITY BASIS).
- MEMBER DISPUTES
In the event of a Member Dispute between Members up to the value of $3,000 (AUD) Cookitoo may, in its absolute discretion, allow the parties to make submissions and provide evidence to Cookitoo in respect of the Member Dispute. At its election, Cookitoo may analyse the Member evidence and submissions and make a determination on the information before it within a period not exceeding 30 days. The Members agree that Cookitoo’ decision is final and binding and any monies held by Cookitoo may be dispersed in accordance with the adjudicated dispute.
In the event of a Member Dispute between Members exceeding the value of $3,001 (AUD) Cookitoo may hold all such Booking Fees (less Service Fees payable to Cookitoo) the subject of the Member Dispute until such time as the Members jointly notify Cookitoo in writing of the resolution of the Member Dispute or Cookitoo is provided with a sealed judgement of a Court of competent jurisdiction in Australia in respect of determination of the Member Dispute.
Cookitoo will transfer all funds the subject of an ongoing Member Dispute (less Service Fees payable to Cookitoo) to a separate bank account at six(6) monthly intervals and will deal with any unclaimed monies in accordance with the laws of Australia.
Cookitoo reserves the right, in its sole discretion, to amend these Terms and/or the Platform at any time. Any such amendments will be effective as soon and from the commencement of the following calendar month. By continuing to access or use the Platform after these Terms have been modified, you agree to be bound by the amendments to these Terms.
- GENERAL PROVISIONS
If the whole or any part of a provision of these Terms is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of these Terms has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of these Terms or is contrary to public policy.
These Terms are governed by the laws of the Commonwealth of Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place.
- ADDITIONAL TERMS
These Terms are subject to any additional terms expressed as ‘special conditions’ or advertised on the Platform by Cookitoo.
Any terms stated in a Listing will form part of your agreement with another Member pursuant to a Booking.
- DEFINITIONS AND INTERPRETATION
In these Terms:
“Booking” means a limited license granted by the Host to the Operator or Facilitator to enter and use the Kitchen for the limited duration of the confirmed booking and pursuant to the Listing.
“Booking Fee” means the total of the Kitchen Fee and the Service Fee.
“Booking Request Period” means the time period starting from the time when a Booking is requested by an Operator or Facilitator (as determined by Cookitoo in its sole discretion), within which a Host may decide whether to confirm or reject that Booking request, as stated on the Platform. Different Booking Request Periods may apply in different places.
“Collective Content” means Material and Member Content.
“Facilitator” means a Member who requests from a Host a Booking in respect of a Listing for use of a Kitchen by a third-party operator(s) and/or a Member that uses the Kitchen(s) for the benefit of third-party operators (e.g. delivery business etc.).
“GST” has the meaning it has in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
“Host” means a Member who has a Kitchen to rent and creates a Listing via the Platform.
“Intellectual Property” means any and all items in which Intellectual Property Rights subsist, existing now or in the future and whether or not registered or registrable in connection with the Materials and/or the Member Content as the context requires.
“Intellectual Property Rights” means all current and future registered and unregistered rights and all renewals and extension of those rights in respect of copyright, marks, trade secrets, know-how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation 1967.
“Kitchen” means kitchens and other properties advertised pursuant to a Listing.
“Kitchen Fee” means the fee payable for the limited license granted by the Host to the Operator or Facilitator to enter and use the Listing for the limited duration of the confirmed Booking.
“Listing” means a Kitchen that is listed by a Host as available for Booking via the Platform.
“Member” means a person or entity that signs-up to the Cookitoo Platform including but not limited to Hosts, Operators and Facilitators.
“Member Content” means all content that a Member posts, uploads, publishes, submits, transmits, or includes in their Listing, Member Account or Cookitoo promotional campaign to be made available through the Platform.
“Operator” means a Member who requests from a Host a Booking in respect of a Listing for use of a Kitchen by that Member and/or a Member who uses the Kitchen(s) for their own benefit (e.g. food or catering business etc.).
Platform means the provision of the Services through the Site, Application or other means.
“Service Fee” means the fee payable to Cookitoo for its provision of the Site, Application and Services.
“Tax” or “Taxes” means any sales tax, GST, transient occupancy taxes, accommodation or lodging taxes, fees, that Hosts may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.