GENERAL SERVICE AGREEMENT

PREAMBLE

a/ The Company under the corporate name “Plakakis Georgios” (Tel.: +30 6893689252, e-mail contact@privatechefsc.com , VAT 127783435, D.O.Y. Chania) with registered offices in Greece and at Loutrou 1 that owns the e-commerce website www.privatechefserviceschania.gr and is lawfully represented (hereinafter called the “Company”), searches for specialized chefs (hereinafter called the “Service Provider”) capable of providing the Services offered by the website that belongs to the Company, under the URL “www.privatechefserviceschania.gr” (hereinafter called the “Website”) and perhaps to applications owned by the Company.

b/ Provided that a natural person or a legal entity meets the requirements of the present Agreement as well as the Website’s Terms of Use, this person/entity is able to register itself and provide henceforth its services to the Company and its Users/Clients, under the terms and conditions described hereby, which are accepted implicitly by the Service Provider.

c/ The Service Provider must be a professional chef specialized in providing high-quality services and declares that he/she has the necessary experience and knowledge to correspond to the Company’s needs, as stated in the present Agreement. For the purpose of the present Agreement, in order to be eligible to be Service Provider you must be a professional chef, either a natural person or a legal entity that has in its employ professional chefs in order to provide food services.

d/ Every Service provided through the aforementioned Website is regulated by the present Agreement and the e-forms filled in by the Service Providers as well as by the Terms of Use of the Website. In particular the Terms of Use that are posted on the Website, as they are being amended from time to time, constitute an integral part of the present Agreement. No other agreement, verbal or written, is recognized to govern the Parties’ cooperation as it is described at the present and, if there is such deal, it is explicitly nullified.

e/ For the Agreement to come into force, the Service Provider needs to enrol at the Website and to consent to receive e-mails and other relevant communication by the Company. Every declaration of intent that takes place electronically has full force and can not be questioned by the Service Provider, because it took place electronically. For the purposes of this Agreement, the Service Provider must act according to the law, in good faith and according to the good morals. Furthermore, he/she has the duty of truth for every personal or non-personal information he/she provides, as well as the obligation and responsibility to keep private his/her personal account and password.

f/ Having those in mind, the Service Provider agrees to offer henceforth his/her services to the Company as an independent contractor, under the terms and conditions of the present Agreement.

IN CONSIDERATION OF the aforementioned Preamble, the Contracting Parties mutually agree the following:

1. Services provided

1.1. The Company owns the e-commerce Website “www.privatechefserviceschania.gr” which provides to its Users/Clients the following Services:

1. «Private Chef»: The User requests a Service Provider/professional chef at his place, and the Service Provider prepares the menu as it is picked and chosen by the User.
2. «Personal Chef»: The User requests a Service Provider/professional chef at his place, and the Service Provider prepares the menu as it is picked and chosen by the User, but the Service Provider will not provide the service once but for longer periods or for more than once, depending on the User’s needs, as they are being exposed at the Website’s e-forms that the User fills up.
3. «Cooking Lessons»: The User requests a Service Provider/professional chef at his place or at another place set, to provide cooking lessons and the menu is shaped by the parties jointly.
4. «Delivery Foods»: This is a common service of delivery food at the User’s place, but the food is delivered by the chef/Service Provider himself/herself. The chef will thus answer any inquiries, suggests ways to serve the food etc, and generally will provide a well-rounded service, instead of just delivering the food.
5. «Thematic Events»: The User requests the Company to organise a thematic event such as a bridal party, a birthday party etc, where professional chefs/ Service Providers will prepare the menu, according to the Users’ preferences.

1.2. The Service Provider agrees and explicitly declares that he/she is capable of providing the Services to the Users of the Site under the terms of the present Agreement. In detail, the Service Provider can post at the Company’s Website full menus or other aforementioned Services, which he/she declares irrevocably that he/she can provide to the Users when he/she is requested to do so. Whenever the User selects through the Website a Service provided by a Service Provider, he/she will take a notice promptly and can decline to provide the Service requested within two hours, otherwise it is agreed that he/she tacitly accepts it.

1.3. The Service Provider provides the Services as an independent contractor, expressing his/her own personality and creativity. Nevertheless, he/she must provide the Service in such a way, that it is considered to be complete, satisfactory and in compliance with the best practices and also to correspond to the Company’s operational and commercial needs, as these will be determined by the Company itself at full discretion.

1.4. The Service Provider must provide the Service whenever he/she is requested to do so, as well as to co-operate with the executive members of the Company, in order to provide the Service on time and adequately.

2. Obligations of the Contractor

2.1. For the purposes of this Agreement, the Service Provider assumes the following responsibilities towards the Company:

• To accept and provide the Service according to the information that he/she posts on the Website and at the time set. The essential parts of the Service are described on the Website by the Service Provider with accuracy, verbally and visually. The Company bares no responsibility as far as the plenitude of the description.
• To pay a commission to the Company, according to the table of Charges that is posted on the Website. The payment will take place whenever the Service Provider accepts to provide the Service, thus before the provision of the Service takes place.
• To provide the Service at the time set and with the high quality expected by the Company and the Users.
• To provide the Service adequately and according to the terms and conditions of the present Agreement.
• To provide the Service in such a way that the operational and commercial needs of the Company will be fulfilled.
• To provide the Service in good faith and according to the fair trade practices, avoiding acts that are contrary to the purposes of this Agreement.
• Furthermore, the Service Provider is liable to fully compensate the Company for every damage it has occurred as well as for the restitution of its moral rights and the rights of personality, due to non-performance or defective performance.
• The Service Provider must not make any agreements with the Users of the Website directly, without the intervention of the Website.
• While providing the Service, the Service Provider has to wear an apron where the logo of the Company will be stamped, as soon as such an apron is provided to him/her by the Company. In any case, the Service Provider may not wear an apron or any other work cloth with the logo of a competitive company. As far as the service “Cooking Lessons” is concerned, the Service Provider has to deliver to the Users/clients apron with the logo of the Company if such aprons are provided by the Company. The only case where an exception is made concerns Service Providers that belong to companies that cooperate ordinary with the Company (hotels etc.). In this case, the Service Providers may wear aprons with the logo of the company where they regularly work under the stamp “partner” and with a second logo of the Company.
• The Service Provider should deliver to the clients of the Company any present/souvenir etc that might be given to him/her by the Company for such purpose.
• The Service Provider herein consents that the Company may videotape/shoot the events, himself/herself and everything related to the Service, if it wishes to, provided the Users have consented. These shoots will be used by the Company for commercial/advertising purposes.
• The Service Provider may sublease by the Company the equipment necessary for the Service according to the table of charges attached herein. The Service Provider is responsible to give back the equipment at excellent condition within two (2) working days. The Service Provider agrees that he is liable for every damage that occurs to the equipment and should either replace it immediately or fully compensate the provider of the equipment, at the price which the provider-owner sets and the Company will have no involvement. In case the Service Provider withholds the equipment for more than two (2) working days, he/she will be charged 30,00€/day, and he/she declares that he/she considers this amount reasonable.

2.2. The Service Provider declares and guarantees that he/she will provide the Services and fulfill his/her contractual obligations timely and effectively, showing a high level of professionalism and following the best practices.

2.3. It is strictly forbidden to the Service Provider to use in any way the Company’s Confidential Information, Intellectual Property, Inventions, Trademarks, Designs and Patterns at his/her or at a third parties’ benefit.

2.4. The Service Provider must not act in any way that might harm the Company’s interests. At this context, he/she should avoid any concurrent cooperation with competitors of the Company, and generally any competitive act, as well as every act that might harm the Company’s business interests.

2.5. The Service Provider should keep confidentiality towards the Company even after the termination/denunciation of the present Agreement. Hence, he/she must not use its know-how, commercial confidential information either to his/her or to a third competitive party’s benefit. Nevertheless, the Service Provider might exploit the knowledge and experience he/she acquired from the provision of Services which express his own professional and personal skills and are not classified as commercial confidential information. In any case, it is strictly forbidden to the Service Provider to reveal to third parties or make any use of the Company’s commercial confidential information and its’ know-how, but he/she has the right to exploit at his/her discretion the knowledge and experience he/she acquired from the provision of Services.

2.6. The Service Provider may not advertise the fact that he/she provides Services to the Company, as well as the terms of the present Agreement, to any mass media or anywhere else for commercial purposes, without the prior written consent of the Company. Nevertheless, the Service Provider can refer to his/her contribution to the Services to promote himself/herself to any third parties.

3. Compensation

3.1. The Service Provider will set the price for the Service per person with no restrictions, but the price set can not be lower that ten Euros (10€) per person. The Service Provider will pay in advance to the Company the commission agreed, as it is foreseen at the table of charges herein attached.

3.2. The aforementioned Compensation will be paid as follows: when the Service Provider accepts to provide the Service, the Company will receive the full price by the Users of the Website and will forward the payment to the Service Provider within one working days, deducting the amount that corresponds to its commission. Provided that the User cancels the provision of the Service, according to the Terms of Use, the down payment will be returned to the Service Provider within 30 working days.

3.3. The Compensation will be the entire and sole consideration paid by the Service Provider for the provision of Services and he/she will pay no other Compensation under the scope of the present Agreement. The Contracting Parties expressly and irrevocably agree that the Service Provider is acting as an independent contractor and not as an employee, so the present Agreement constitutes exclusively a contract for service. Hence, neither Party is burdened to any salary, levies, allowances nor any other benefits, such as insurance fees, vacation allowances, Christmas/Easter allowances, payments for overtime etc and they hereby resign irrevocably from any such claim.

3.4. Other taxes apart from VAT, dues, duties, fines, withholding taxes etc, will be paid by the Contracting Parties according to the provisions of the Greek Law.

3.5. The Contracting Parties declare and accept that the aforementioned Compensation is reasonable and fair for the Services.

3.6. Provided that the Service Provider cancels the provision of a Service, the Compensation paid in advance will not be refunded, and the Company might seek any other damage (property or moral).

4. Term of the Agreement – Denunciation

4.1 The Term of this Agreement will begin on the day of signing (by accepting the terms of the Agreement electronically). Provided that the Service Provider wishes the termination of the present Agreement, he/she should express such desire by sending an e-mail at contact@privatechefsc.com and he/she will be dismissed after thirty (30) calendar days starting by the time he/she sent the e-mail.

4.2. The Service Provider has to provide the Service at the time set by the Users at the Website of the Company.

4.3. The Company can terminate the present Agreement without incurring any liability at any time and with no reason as far as she gives a 10-day notice to the Service Provider.

4.4. In case of termination for cause, the Company can terminate the present Agreement in writing and the results of the termination take place immediately.

There is room for termination for cause mainly under the following circumstances:

• In case of non-performance of any contractual obligation at fault, including any request to provide a Service at a specific time. In this context, the Service Provider acknowledges that an evaluation form will be handed in to the Clients/Users in order to evaluate the Service provided. Thus a bad evaluation is considered to be a wrongful act and an infringement of the Service Provider’s contractual obligations and hence the Company has the right to denunciate the present Agreement with immediate effect for this reason.
• In case either the Company or the Website ceases to operate for any reason.
• Where it is explicitly foreseen a right of denunciation of the parties at the Agreement.

4.5. Any notice to terminate the Agreement must take place in writing. Sending a fax or an e-mail fulfills the requirement for written termination/denunciation.

5. Warranties

5.1. The Service Provider guarantees that he/she is qualified with the following attributes which are considered necessary to provide the Services under the present Agreement:

• Sufficient knowledge for the provision of the Services.
• Co-operational skills.
• Rational allocation of time and organizational skills.

5.2. The Service Provider guarantees that he/she is absolutely capable of providing the Services described herein, in a way that fulfills the Company’s expectations.

5.3. The Service Provider must show professionalism and use the suitable personnel while providing the Services under the scope of the present Agreement.

5.4. The Service Provider must cooperate constantly with the Company’s personnel and provide any information that is necessary to the Company, when he/she is requested.

5.5. The Company might not be able to check all the information that is posted by the Service Provider at the Website, as far as its legacy, validity, accuracy and availability is concerned.  The Company is not burdened to check and report, thus it is not responsible in case of false information, deceits, possible errors as well as for any other damage which might occur by this information. The sole responsible for the accuracy, legitimacy, completeness and adequacy of the information is the Service Provider. In case that the Company receives any information that any document, information or act does not coincide with the terms and conditions of the Website, it can investigate the matter and decide in good faith and at full discretion whether it will take an action against the Service Provider or not.

5.6. The Service Provider must provide the Services diligently, cautiously and adequately, according to the best practices that are followed in a domestic and international level at this kind of Services.

5.7. The Service Provider assigns the Company the right to use his/her name and logo in order to promote the Services.

5.8. The Service Provider will be exclusively and fully responsible for the provision of the herein mentioned Services, mainly as far as the attributes, the features, their adequacy and their competency is concerned in order to satisfy the Company’s and the Users’ needs.

5.9. The Service Provider must notify in writing and without delay the Company for every event, in the scope of this Agreement, which could affect the proper performance of his/her contractual obligations. In any case, the Company may at any time claim any legal remedy throughout a legal action or in any other way.

5.10. The Service Provider will be responsible towards the Company in case of losses, damages and any other expenses caused to the Company due to his/her personnel while providing the Services.

5.11. The Service Provider is liable for any wrongful or defective execution of the Services, υexcess of powers as those as exclusively described at the present Agreement, as well as for every damage that might arise, and is fully responsible to restitute all damages occurred to the Company (actual damages, lost profits, right to personality, restitution of the moral harm etc).

6. Confidentiality

6.1. For the purposes of this Agreement, the Service Provider might have access to personal data stored by the Company, or to any other type of information that has value for the Company. Hence, the Service Provider agrees that all the information he/she gets access to under the scope of this Agreement or occasioned by this, is strictly confidential and classified (“Confidential Information”).For the purposes of the present term, Confidential Information includes all types of information provided to the Service Provider either in writing, electronically, verbally or in any other format.

6.2. The Contracting Parties mutually agree that the Company is the owner of at the Confidential Information as well as any intellectual property or other exclusive right that is related to this. The Service Provider does not acquire any intellectual property right related to Confidential Information.

6.3. The Service Provider must not announce, reveal or disclose any Confidential Information to third parties without the prior written consent of the Company, unless this Confidential Information is already disclosed under the terms of the present clause or the disclosure is imposed by the Greek Law, or by any authority or by a court decision.  Furthermore the Service Provider must not use the Confidential Information for any purpose that exceeds the scope of this Agreement, and in any case, the use should be restricted to the absolutely necessary limit in order to fulfill his/her obligations under this Agreement.

6.4. The Company does not grant to the Service Provider any right or licence to use its exclusive intellectual property rights related to the Confidential Information.

6.5. The Service Provider can not have access to Confidential Information that is not related to the scope of this Agreement. The access to the Confidential Information that the Service Provider gets, either because it is under the scope of the Agreement or because he/she is authorised to do so, should not extend more than the absolutely necessary.

6.6. The Service Provider can not use the Confidential Information in a way that is not in accordance with the purposes and terms of the present Agreement.

6.7. It is strictly forbidden to the Service Provider to copy or reproduce in any way any Confidential Information, or to store it, or to transmit it outside of the Company’s sphere of influence/control, unless there is a relevant written permission by the Company.

6.8. The Company may at any given time, with a written note, to instruct the Service Provider to do the following: a) to cease the use of Confidential Information, partially or in total, b) to return any Confidential Information he/she got access to, by a breach of the terms of the present Agreement, c) to provide a solemn declaration that he/she complies with the confidentiality terms as set at the present Agreement.

6.9. The Service Provider should keep confidentiality towards the Company as far as the Confidential Information to which he/she got access is concerned, even after the termination of the present Agreement. Thus, it is strictly forbidden to make any use of this Confidential Information or Commercial Confidential Information for competitive reasons, either at his/her own interest or at a competitive company’s interest. Nevertheless, he/she can exploit the experience and knowledge he/she acquired by the provision of Services, as far as it does not constitute Confidential Information or Commercial Confidential Information.

6.10. It is implicitly agreed that the present term will remain in full force even after the termination/denunciation of the Agreement for any reason, and that in the event of termination, the Service Provider must deliver to the Company any Confidential Information he/she or any of his/her subcontractor possesses as well as to destroy/delete any digital or any other depiction he/she possesses.

7. Assignment – Substitution

Any assignment of rights or duties drawn under the Agreement by any Contracting Party as well as any substitution is forbidden unless a previous written agreement takes place between the Parties.

8. Governing Law- Dispute Resolution

8.1. The present Agreement will be governed and interpreted by Greek Law, and all domestic laws of Private International Law concerning the conflict of laws do not apply.

8.2. In the event a dispute arises out of or in connection with this Agreement, particularly as far as its validity, enforceability, interpretation, denunciation or termination is concerned, the Contracting Parties will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved the competent authorities to resolve the dispute are the Courts of Athens.

9. General clauses

9.1. The Preamble and the Annexes, if any, constitute an integral part of the whole Agreement. In case there is a different provision between the Preamble/Annexes and the Agreement, the terms of the Agreement prevail.

9.2. The present Agreement constitutes the entire agreement between the Contracting Parties as far as the scope of the Agreement and all other former deals and agreements, written or oral, are hereby replaced or abolished.

9.3. Any modification/alteration of any term of the present Agreement can only take place in writing between the Contracting Parties and any other explicit or non-explicit modification or abolishment of any term is strictly forbidden. Furthermore, any agreement that abrogates the obligation for written amendments should take place in writing. All terms of the present Agreement are considered to be essential. Any rebuttal against the terms of the present or in order to prove that there is another/a supplementary deal can only take place with documents and all other means, even the oath, are excluded.

• The Company preserves the right to modify or suspend, partially or in total, temporarily or definitely the Website and its Services, with or without prior notice of the Service Provider, who accepts that he has no claim against the Company in case in modifies or suspends the Website and the provision of Services.

9.5. Any waiver from any right drawn under the present Agreement can only take place in writing. In any other case, of default, delay or omission by any Contracting Party, the other is not impeded to exercise its right in order to be fully compensated, either by a court process or without.

9.6 In the event that any provisions/terms of this Agreement are held to be invalid -either by the Court or by the Contracting Parties- because they are against the law and/or are unenforceable, all other provisions will nevertheless continue to be valid and enforceable. The invalid provisions will be replaced by new provisions which will correspond to the purposes of the present Agreement.