TERMS OF SUPPLY OF RECIPE DEVELOPMENT AND FOOD PHOTOGRAPHY SERVICES & ADVERTISING SERVICES ON THE MRS JONES KITCHEN WEBSITE
These are the terms of supply (“Terms“) for the supply of to:
(a) Food bloggers and other online food content publishers seeking recipe development and food photography & video production services or recipes, food photography and video content packages; and
(b) Advertisers marketing goods or services on or through the Website.
We may modify and update these Terms at any time, without notice. Clients need to review the Terms from time to time. The amended Terms will then take effect from the next time a Client logs into the Website or uses the Services.
- 1. DEFINITIONS
- 2. REGISTRATION
- 3. PRODUCT 1 SERVICES: RECIPE DEVELOPMENT AND FOOD PHOTOGRAPHY SERVICES
- 4. PRODUCT 2A & 2B: RECIPE AND PHOTOGRAPH PACKAGES OF WEBSITE CONTENT
- 5. PROCESSING OF PAYMENTS
- 6. LIABILITY & INDEMNITY
- 7. ADVERTISING FEES
- 8. DUTIES OF ADVERTISERS
- 9. ADVERTISING MATERIAL: RESPONSIBILITY AND LIABILITY
- 10. CONTENT OF WEBSITE
- 11. ACCESS TO WEBSITE
- 12. EXCLUSION OF COMPETITORS
- 13. INTELLECTUAL PROPERTY
- 14. CANCELLATION AND TERMINATION OF YOUR ACCESS TO THE WEBSITE
- 15. MEDIATION AND DISPUTE RESOLUTION
- 16. PRIVACY
- 17. PARTIAL INVALIDITY OF PROVISIONS
- 18. WHOLE AGREEMENT
- 19. GOVERNING LAW
“Advertisers” means an advertiser of goods, services or events on the Website, by using our Advertising Services;
“Advertising Fees” means the fees paid by Advertisers for Advertising Material that is published on the Website as part of the Advertising Services;
“Advertising Material” means any kind of promotional or advertising material of goods and services supplied by Advertisers that is to be published or otherwise displayed by electronic means (including, but not limited to, banner, pop-up, or any other form of online or electronic display advertising) as part of or in connection with the Website;
“Advertising Services” means the additional advertising and promotional services offered in respect to Advertising Material published on the Website, including but not limited to:
(a) a featured page on the Website where one or more Advertisers may advertise; and
(b) banners, text ads, pop-ups and other advertising technologies delivered on the Website.
“Client” means any person accessing the Website and/or acquiring or using the Services including any Advertisers;
“Content” means any and all material, links, words, video, photographs and images that we publish on the Website including, but not limited to, any registered trade marks or unregistered trade marks;
“Deliverables” means the video material, photographic material, recipes and instructions for creating food, which we agree to supply in relation to Product 1 Services and/or recipe and photograph packages of website content in relation to Product 2A or Product 2B;
“eBook” means any digital publication, which may include text and photographs;
“GST” means the goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
“personal information” has the same meaning as set out in the Privacy Act 1988 (Cth) and includes your name, mobile phone number, email and residential address and other personal information as required by any Webform;
1. recipe development and food photography services (“Product 1 Services”):
(a) recipe development and food photography services to Clients and associated services including, but not limited to, video production, website content creation; and
(b) Client website audits for recipe density and food blog & website development services;
2. supply of recipe and photograph packages of website content including, but not limited to, recipes, food photography and video content, which we offer as:
(a) exclusive packages, in respect of which the Client is granted a sole licence in the copyright material, so that we will not licence the website content to any other Client (“Product 2A”); or
(b) semi-exclusive packages; in respect of which the Client is granted a sole licence in some of the photographs, but the recipe and ingredient & food creation process photographs will be also licensed to other Clients (“Product 2B”);
“we”, “our” and “us” means means Mrs Jones’s Kitchen, a trading name of Aerospace 24 Pty Ltd t/a Mrs Jones Kitchen International (ABN 406 33 041 611);
“Website” means https://www.mrsjoneskitchen.com/
“Webform” means our online webforms that are used to register, acquire our services or packages or communicate with us on the Website;
“Working Days” means any day Monday to Friday inclusive other than Christmas Day, Good Friday, bank and other public holidays in the State of New South Wales;
“you“, “your” means any Client registered to use the Websites include any Advertiser in the context of provisions dealing with Advertising Services.
2.1 In order to use some of our Services, you will need to register and set up an account.
2.2 To use our non-bespoke Services, you must provide us with truthful, accurate and complete registration information. If any such information changes, you must immediately update your registration information.
2.3 We have the right to verify the truth and accuracy of any registration information at any time. Please be advised that if any information is determined by us to be misleading, inaccurate or untruthful, we may restrict, deny or terminate your account and/or your access and use of the Services.
2.4 You are responsible for maintaining the confidentiality of your password or login details and you are fully responsible for all liability and losses resulting from your failure to maintain that confidentiality.
2.5 You are responsible for all usage and activity on your account with us, including use of the account by any employee, independent contractor, agent or other third party authorised by you.
2.6 You agree that we may rely on any instruction or request supplied to us on the Webform or by email which is reasonably believed by us to be genuine and to have been sent or presented by a person reasonably believed by us to be authorised to act on your behalf.
2.7 You must notify us by e-mail at firstname.lastname@example.org as soon as you become aware of any confirmed or suspected unauthorised uses of your account, or any confirmed or suspected loss or unauthorised disclosure of your password or login details.
2.8 Any fraudulent, unauthorized or otherwise illegal activity on the Website may be grounds for us to suspend or termination your access to the Website and the supply of the Services, without prejudice to our rights under any other terms of these Terms.
3. PRODUCT 1 SERVICES: RECIPE DEVELOPMENT AND FOOD PHOTOGRAPHY SERVICES
3.1 Clients can request the supply of recipe development and food photography services either by email or through the Webform, to which we respond with a quote for the supply of recipe development and food photography services and on approval supply the Deliverables and invoice the costs.
3.2 Clients can request recipe development and food photography services in relation to:
(a) recipes created by us; or
(b) recipes provided by the Client.
3.3 The Client warrants in relation to any recipes provided to us by the Client:
(a) they are the exclusive legal and beneficial owners of the copyright in the recipe or they have the permission of the owners of the copyright in the recipe that permits us to supply the recipe development and food photography services in relation to the recipe as described in these Terms;
(b) the recipes do not infringe the copyright of any third party; and
(c) the disclosure of the recipes to us do not breach any legal, equitable or contractual rights of any thirty party, including but not limited to, a breach of obligations of confidentiality in the recipes.
3.4 Payment for the supply of recipe development and food photography services is for the quoted amount, with 25% deposit payable acceptance of our quote to produce Product 1 Services and the remainder on completion of production and acceptance of delivery of the Deliverables by the Client.
3.5 In the supply of the Product 1 Services to you, we agree to provide the services in a timely and efficient manner using that standard of care, skill and diligence that would reasonably be expected from an experienced provider of services that are similar to the Product 1 Services.
3.6 Copyright in the Deliverables is transferred to you upon payment to us of the total amount invoiced by us in relation to the Product 1 Services.
3.7 Notwithstanding the transfer of copyright to the Client under these Terms, you grant us a non-exclusive, irrevocable, royalty free licence to reproduce, publish communicate to the public the copyright works and materials in the Deliverables:
(a) on the on Website and/or any social media accounts we operate on the internet;
(b) in any communication or publishing media, including the internet, television and/or any digital or print publication, for the purpose of promoting and marketing our business and the supply of our Services; and
(c) as an editorial use in any publication that is reproduced, published or communicated to the public using any media including the internet, television and/or any digital or print publication.
4. PRODUCT 2A & 2B: RECIPE AND PHOTOGRAPH PACKAGES OF WEBSITE CONTENT
4.1 Recipe and photograph packages of website content which we offer as to Product 2A, Product 2B or any eBooks can be selected from the Website with payment processed by PayPal. Upon successful payment package download links are provided and emailed to the Client with the purchase receipt.
4.2 You will not reproduce the Deliverables related to Product 2A, Product 2B or any eBooks or use it for any purpose other on a blog or website operated by you and in particular, you agree not to:
(a) sell, license or distribute the Deliverables related to Product 2A, Product 2B or any eBooks to third parties or use the Deliverables related to Product 2A, Product 2B or any eBooks as a component of or as a basis for any material offered for sale, license or distribution;
(b) store or use the Deliverables related to Product 2A, Product 2B or any eBooks in any database or other storage facility in either paper or electronic form which is intended for the storage and/or provision to users of such database or other storage facility; and
(c) except for the purpose other on a blog or website operated by you, reproduce, copy, download, scrape, store, publish, transmit, re-transmit, transfer, communicate, distribute, disseminate, broadcast, circulate, sell, resell or otherwise use the the Deliverables related to Product 2A, Product 2B or any eBooks or any part or portion of the the Deliverables related to Product 2A, Product 2B or any eBooks in any form or by any means.
4.3 We retain the copyright and the right to exploit any other intellectual property rights in Product 2A, Product 2B or any eBooks that are not expressly granted to the Client under these Terms.
4.4 As our Services are provided electronically and cannot be returned, we do not provide any refunds if you change your mind or for any other reason not requiring a refund under Australian Consumer Law (“ACL“). We at all times abide by the ACL in relation to any refunds, returns and replacements of goods or refunds or delivery of services.
4.5 Should you be dissatisfied with your order of Product 2A, Product 2B or any eBooks, please notify us within 14 days of purchase with a valid reason for return. Except where a refund is required by the operation of the ACL, any refund will be determined in our sole discretion. Refunds will be processed promptly, and repayment made by the same method that you made payment.
5. PROCESSING OF PAYMENTS
We do not process any payments on the Website or store credit card information on the Website, in the event payment transactions occur on our Website, we pass credit card information to PayPal (third-party payment processors) using secure payment technology and PayPal processes the transaction and send us the confirmation of payment. For further information about PayPal visit their website.
6. LIABILITY & INDEMNITY
6.1 It is an essential pre-condition to you using our Services that you agree and accept that we are not legally responsible for any loss or damage you might suffer related to your use of our Services, whether from errors or from omissions in our documents or information, any goods or services we may offer or from any other use of the Website and/or our Services. This includes your use or reliance on any third party content, links, comments or Advertising Material. Your use of, or reliance on, any information or materials on this Website and/or our Services is entirely at your own risk, for which we shall not be liable.
6.2 It shall be your own responsibility to ensure that any Services, eBooks or information available through this Website meet your specific, personal requirements. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
6.3 In addition, you agree to fully indemnify us, our officers, employees, agents and successors in rights, and keep us at all times fully indemnified from and against any claims, demands, costs, damages or awards (direct, indirect, actual, consequential or incidental) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, made by any person or legal entity which arises out of or in any way related to:
(a) your use of the Services or Deliverables we supply to you or any dealings or any transactions you conduct with any of your customers or viewers of your blog or website;
(b) your breach of any provision of these Terms; or
(c) any unauthorised use of our Website, Services or Deliverables by you or anyone obtaining your login information.
6.4 In relation to the Services and Deliverables, To the extent that we are able to limit the remedies available under the Australian Consumer Law (ACL), all conditions and warranties that may be implied by the ACL are expressly excluded. All other conditions, warranties or guarantees which may be implied by custom, or any statute other than the ACL, are expressly excluded by these Terms.
6.5 For the purposes of Schedule 2 of the Australian Consumer Law, in particular Sections 51 to 53, 64 and 64A of Part 3-2, Division 1, Subdivision A of the Competition and Consumer Act 2010 (Cth), our liability for any breach of a non-excludable statutory guarantee under the ACL is limited to: the supplying of the goods or services to you again; the replacement of the goods; or the payment of the cost of having the goods or services supplied to you again.
6.6 Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
6.7 No agency, partnership, joint venture, or employment is created as a result of these Terms, and you do not have any authority of any kind to bind us in any respect whatsoever.
7. ADVERTISING FEES
7.1 Advertising Material will be published on a weekly or monthly basis with Advertising Fees paid in advance. Advertising Fees paid by Advertisers must be paid on time in accordance with our invoice terms. Any late payment or failure to pay may result in the delay in publishing your Advertising Material or your Advertising Material may be removed without notice.
7.2 All Advertising Fees set out or referred to in the invoices or on the Website are exclusive of GST and other governmental charges.
8. DUTIES OF ADVERTISERS
8.1 All Advertisers represent and warrant that by posting any Advertising Material on the Website:
(a) the publication of the Advertising Material does not breach any statutes, regulations, standards, codes or guidelines, including, but not limited to, the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law (ACL) mandatory codes or guidelines published by the Australian Competition and Consumer Commission (ACCC) or voluntary codes or guidelines that apply to you;
(b) the publication of the Advertising Material does not breach any third party rights, including, but not limited to, copyright, registered trade mark or unregistered trade marks; and
(c) the Advertising Material will not be defamatory, offensive, illegal, in contempt of court or parliament or otherwise likely to attract legal proceedings of any kind.
8.2 Advertisers agrees to defend, indemnify and hold us and our officers, directors, employees, contractors, members, agents and licensees harmless from and against any and all claims, charges, actions, liabilities, investigations, demands and similar including but not limited to any costs, losses, damages whether direct, indirect, consequential or special and all legal fees that we may incur, including but not limited to any civil penalties which may be imposed, as a result of:
(a) your breach of any warranties you give in these Terms or your breach of any other provisions of these Terms, including but not limited to, any failure by you to comply with Clause 8.1 (a) to (c) above; or
(b) the publication or communication of the Advertising Material to the public.
9. ADVERTISING MATERIAL: RESPONSIBILITY AND LIABILITY
9.1 We will not be responsible to the Advertisers or liable for:
(a) checking the correctness of the Advertising Material, or identifying any errors in the Advertising Material, in the form it is received from the Advertiser;
(b) the actual positioning or prominence of the Advertising Material on the Website; or
(c) the failure, corruption or malfunction of the electronic storage, display or data retrieval software that operates the Website.
9.2 Subject to paragraph 9.1, if the Advertising Material contains an error caused by us and this detracts materially from the Advertising Material, and provided the Advertiser gives written notice to us of the error:
(a) within 5 Working Days of its first publication on the Website in the case of a single publication order; or
(b) before either the subsequent ‘go live’ date for its publication on the Website in the case of a multiple publication order,
we will at our absolute discretion either:
(c) reimburse the Advertiser in whole or in part, the charge for the publication of the Advertising Material; or
(d) give the publication on the Website credit for the cost of publication of the advertisement containing the error; or
(e) repeat the publishing of the Advertising Material without charge to the Advertisers,
and to that extent such reimbursement, credit or re-publication (as the case may be) will be our total liability to the Advertiser.
9.3 Except to the extent specified in paragraph 9.2 we will not be liable for any loss or damage suffered by the Advertiser as a result of any total or partial failure of publication or availability of the Advertising Material on the Website during the time period the Advertising Material is scheduled to be published, or for any error, or omission in the publication of the Advertising Material. Without limiting the foregoing, we will not be liable to the Advertiser for any (i) loss of profits, goodwill or business, or (ii) indirect or consequential loss, resulting from any failure to publish the Advertising Material or resulting from errors in the publication of the Advertising Material.
10. CONTENT OF WEBSITE
10.1 We may, but are not obligated to, refuse to publish or remove any Advertising Material, that we determine in our sole discretion violates these Terms or may be unlawful, offensive, defamatory, obscene or that might violate the rights of, harm, or threaten the safety of Clients or violates a third party’s intellectual property rights.
10.2 By submitting any Advertising Material to the Website and/or any communication or social networking platform provided for Clients on the Website you grant to us an unrestricted, worldwide, royalty-free license to use, reproduce, modify and adapt the Advertising Material and we are permitted by you to grant to others the right to reproduce, use and re-use your Advertising Material in any form of media or technology for the promotion of Website, including, but not limited to, in print or on any social media platform or any other online communication media.
11. ACCESS TO WEBSITE
11.1 The Website uses third party vendors and hosting partners to provide the necessary software, hardware, service and storage.
11.2 We make no warranty that the Website or the Services will meet the requirements of any Client or be available on an uninterrupted, secure or error-free basis. We will use our best endeavors to ensure the Website is always available and virus free but from time-to-time, and in some instances, this may not be the case as it may be out of our immediate control.
11.3 Clients agree that you will not do any of the following:
(a) up-load, post or transmit any viruses, malware, trojans, worms or any other forms of malicious computer script to our Website;
(b) use any robot, spider, scraper or other automated means to perform searches on our Website; or
(c) copy, disassemble, decompile or reverse engineer the computer programs and software apps used on our Website.
12. EXCLUSION OF COMPETITORS
12.1 If you are in the business of creating similar documents, goods or services for the purpose of providing them for a fee to users, whether they be business users or domestic users, then you are a competitor and you are not permitted to use or access our Website, to download any video material, photographic material, recipes and instructions for creating food or documents or information from our Website or obtain any such video material, photographic material, recipes and instructions for creating food or documents or information through a third party. If you breach this provision, then we will hold you fully responsible for any loss that we may sustain and further hold you accountable for all profits that you might make from such unauthorised use. We reserve the right to exclude and deny any person access to our Website, Services or information in our sole discretion.
13. INTELLECTUAL PROPERTY
13.1 All custom graphics, icons, logos and service names are our registered trademarks, copyright, trade or service marks.
13.2 All other trademarks or service marks within this Website are the property of their respective owners. Nothing in these Terms grants Clients any right to use any trademark, service mark, logo, and/or our name or anything you access through our Services.
13.3 Clients agree and acknowledge that we retain all right, title and interest in the Services, including but not limited to the inventions, designs and other intellectual property rights contained or embodied within the Services.
13.4 Clients are solely responsible for obtaining written permission before re-using any copyrighted material that is available on this Website. Any unauthorised use of the material appearing on this Website may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.
14. CANCELLATION AND TERMINATION OF YOUR ACCESS TO THE WEBSITE
14.1 Clients agree that we may, in our sole discretion, terminate or suspend your access to the Website and/or Services with or without notice and for any reason, including, without limitation:
(a) your breach of these Terms;
(b) any suspected misleading or deceptive, fraudulent, abusive or illegal activity you engage in, or benefit from, in relation to your use of the Services; and
(c) your providing false or misleading information when you complete the Webform to subscribe to the Services provided on our Website or when you change your information on our Website.
14.2 Upon such termination or suspension of a Client’s account, regardless of the reasons, the right of the Client to access and use the Website immediately ceases and we may immediately deactivate your profile or delete the Client’s account and all other information.
14.3 We will not be liable to the Client, whose account has been terminated or suspended, for:
(a) any refund of fees; and
(b) any claims or damages made by the Client arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.
14.4 If you want to cancel your subscription to our Website, you must inform us in writing by email so that we can deactivate your account or terminate your account using the customer information Webform on our Website.
14.5 We reserve the right to disclose the name and any other personal information of a Client to any law enforcement authority or other competent authority or to any person for the purpose of legal proceedings, prosecution, investigation or any breach, alleged breach of the law or these Terms.
15. MEDIATION AND DISPUTE RESOLUTION
15.1 If a dispute arises, both parties agree that confidentiality is paramount to the reputation of both parties. At no time must any communications or discussions be made public, including but not limited to any social media websites of either party. Any public discussion or comments about either party are considered defamatory, negative or otherwise damaging and will be the subject of compensation in any mediation or litigation claim.
15.2 In the event of any dispute on the work, quality or ownership that cannot be resolved, both parties agree to obtain an independent professional arbitrator/dispute resolution specialist to make a determination on the dispute and each of us agrees to pay our own costs.
16.2 We reserve the right to disclose a Client’s name and any other personal information to any law enforcement authority or other competent authority or to any person for the purpose of legal proceedings, prosecution, investigation or any breach or alleged breach of the law or these Terms.
17. PARTIAL INVALIDITY OF PROVISIONS
17.1 If any provision of these Terms is void, illegal, invalid, or unenforceable in whole or in part, such provision will be severable from all other provisions herein and will not affect or impair the validity or enforceability of any other provisions of this agreement; provided, however, that a court having jurisdiction may revise such provision to the extent necessary to make such provision valid and enforceable.
17.2 Where any provision of these Terms would by any applicable statute be illegal, void, or unenforceable in any State or Territory of Australia then such provision shall not apply in that State or Territory and will be deemed never to have been included in these terms and conditions in that State or Territory. Such a provision if legal and enforceable in any other State or Territory shall continue to be fully enforceable and part of this agreement in those other States and Territories. The deemed exclusion of any term pursuant to this paragraph will not affect or modify the full enforceability and construction of the other provisions of these Terms.
18. WHOLE AGREEMENT
These terms and conditions represent the whole agreement between you and us concerning your use and access to our Website and your use and access to the Services. No other term is to be included in this agreement except where it is required to be included by any legislation of the Commonwealth of Australia or any State or Territory of Australia.
19. GOVERNING LAW
These Terms are governed by the laws of the State of New South Wales, Australia, which are in force from time to time and both you and we agree to submit to the exclusive jurisdiction of the Courts of New South Wales in Sydney for determining any dispute concerning these Terms.
These Terms were last modified on 3 February 2021 and are effective from that date.