CLIENT TERMS AND CONDITIONS
1. Agreement. These Terms and Conditions (the “Agreement”) form an integral part of the overall agreement between you (referred to herein as the “Client”) and Tastify Food, LLC, a Tennessee limited liability company (“Tastify”). Client agrees that these terms and conditions have been reviewed and accepted by Client upon payment of the initial Deposit and on return of this electronically signed Agreement. Tastify and Client may be referred to herein individually as a “Party” or collectively as the “Parties.”
2. Nature of Services. Client understands and agrees that the services requested of Tastify will be performed by chefs contracted for hire through Tastify (“Chef” or “Chefs”), and by service staff employed by Tastify (“Staff”). Our Chefs will perform some or all of the following services: work with Client to develop and create a personalized menu for event(s), conduct all grocery shopping required to prepare the meal(s) designed by the chef, meal preparation and presentation, and kitchen clean-up (hereafter referred to as the “Services”).
3. Estimates. Tastify shall provide Client with a written estimated cost for performing the Services (the “Estimate”). The Estimate shall be delivered to Client through Tastify’s invoicing software and delivered via email, unless otherwise agreed to by the Parties. Client understands that any changes to the Services, menu, or scope of the engagement may be made verbally. Confirmation of such changes will be reflected in an adjusted Estimate made by Tastify. Though Tastify shall make reasonable efforts to confirm changes in writing, failure by Tastify to submit such written communication shall not excuse Client from responsibility for the costs associated therewith, if made by Tastify in good faith based on communications, verbal or otherwise, between the Parties. Final costs are subject to change for various reasons including, but not limited to, the following:
a. Event Size. If Client’s guest count increases substantially before the event, Tastify shall make commercially reasonable efforts to provide additional Staff, which shall result in additional charges to Client. If Tastify is unable to provide additional Staff, an additional charge may be added to the final bill to cover the increase in duties. Likewise, if Client’s guest count decreases substantially, and the Staff Tastify has arranged is no longer needed, there will be a seventy-five dollar ($75.00) charge for member of the Staff who is not needed and subsequently relieved from duty during the event.
b. Service Fee. The “Service Fee” item referenced in the Estimate reflects the amount of time the Chef anticipates planning the Services with Client and is a total of that estimated time multiplied by the Hourly Rate.
c. Substitutions. The Chef reserves the sole discretion to substitute seasonal or specialty grocery items because of availability, freshness or quality. Such changes may cause a change to the price.
d. Unforeseen Costs. Client is responsible for any additional costs which are unforeseen by the Parties at the time the Agreement is entered into but arise from issues beyond the reasonable control of Tastify.
e. Gratuity. The Estimate does not include a gratuity, but it is common and greatly appreciated if Tastify and its Staff have performed at or above Client’s expectations. No discounts are available for perceived failure by Tastify to meet or exceed Client expectations.
4. Payment to Tastify.
a. Advance. Payment may be made through Tastify’s invoicing software, or as otherwise agreed to by the Parties. A partial, advanced payment in an amount equal to fifty percent (50%) of the cost listed on the Estimate (the “Deposit”) must be received by Tastify before the date for Services is reserved for Client.
b. Payment. Unless otherwise agreed to in writing by the Parties, full payment is due on the date of the event, prior to the initiation of the Services. Cooking will not begin until the balance is paid in full. Client agrees that Tastify is authorized to charge Client’s credit card on file, if applicable, at the time Tastify is present at the agreed upon location. Client further agrees that there may be additional expenses which Tastify does not discover until the time of an event, and that Tastify may make additional charges against the Client’s credit card on file for such additional expenses as soon as possible after the event. In no event shall Tastify charge Client’s credit card more than three (3) business days after the conclusion of an event, unless Client’s credit card on file is declined or otherwise inoperable. Client represents and warrants that the credit limit for the credit card authorization granted to Tastify is sufficient to cover the anticipated charges arising from this agreement.
c. Method of Payment. Tastify accepts payments by bank transfer, Square Cash, Venmo, and credit card, and Cash only.
d. Late Payments. A late fee of five percent (5%) per day on the outstanding balanced owed by Client will be applied to all invoices outstanding after one (1) week following the conclusion of an agreed upon due date. Accounts not paid within thirty (30) days shall be referred to an attorney or collection agency for collection
5. Cancellation Policy.
a. Cancellation by Either Party. Either Party may cancel two weeks (2) calendar weeks or more before the date of the event. In this situation, the full amount of Client’s Deposit will be refunded.
b. Cancellation by Tastify. Tastify may cancel in the event it cannot obtain adequate Staff for a Client’s event, or for a reason outside the reasonable control of Tastify, but shall strive to give Client as much notice as is practicable. In the event of such cancellation, Tastify will refund all amounts paid by Client up to the point of cancellation.
c. Cancellation by Client. If Client cancels between fourteen (14) and three (3) days prior to the date of the event, Client’s Deposit will be refunded to Client after deducting the following fees: i) a two hundred dollar ($200.00) cancellation fee, ii) reimbursement for any expenses incurred by Tastify in preparation of the Services to Client, and iii) a fee of seventy-five dollars ($75.00) per Staff member reserved on Client’s behalf. If the Deposit insufficient, Client shall be invoiced for the remaining balance. Cancellation within three (3) days or less of the date of the event will result in a forfeiture of Client’s entire Deposit, and Tastify shall invoice Client for reimbursement of all expenses incurred by Tastify on behalf Client, in addition to the forfeited Deposit.
6. Invoices. All invoices include a detailed description of costs and fees which include, without limitation, the following:
a. Service Fee. The Service Fee is based upon the hourly rate set forth in the Estimate (the “Hourly Rate”), with a minimum of ten (10) hours billed, and increments of one tenth (0.1) of an hour are billed thereafter. The Hourly Rate shall be charged for, without limitation: communicating with Client, creating a menu, visiting the event site and kitchen (if necessary), preparing and delivering the Estimate, food and beverage shopping, reserving space and Staff, traveling to (but not from) the event site, preparing the kitchen space, presenting the meal, [label leftover food with reheating instructions] and clean up.
b. Service Staff. Depending on the menu and Services agreed upon, Staff may be required for events. The service Staff is compiled and coordinated by Tastify and charged to Client at a fee of two hundred dollars ($200.00) per person per Shift, unless otherwise provided in the Estimate. A “Shift” for this purpose is the duration necessary for the Services, typically a period between five (5) and eight (8) hours. If it is necessary to extend the time beyond eight (8) hours, Client will be billed an additional one hundred dollars ($100.00) per Staff member.
c. Holidays. Holiday rates are calculated at two (2) times the regular rate for Chef and Staff charges, which calculation shall be reflected in the Estimate. The following days or dates are considered holidays for this purpose:
New Year’s Day (January 1)
Martin Luther King Day (third Monday in January)
Valentine’s Day (February 14)
St. Patrick’s Day (March 17)
Mother’s Day (second Sunday in May)
Memorial Day (last Monday in May)
Father’s Day (third Sunday in June)
Independence Day (July 4)
Labor Day (first Monday in September)
Thanksgiving Day (fourth Thursday in November)
Christmas Eve (December 24)
Christmas Day (December 25)
New Year’s Eve (December 31)
d. Food and Beverage Costs/ Party Rental and Supply Costs. Food and beverage and Party rental and supply costs are direct costs. Tastify shall perform all necessary and requested shopping and, if requested, reserve Party supplies and equipment. Tastify shall not mark up the price for such costs, but Client shall pay the Hourly Rate for the Chef’s time in procuring the food, beverage, and other requested supplies.
e. Loading Fee. A loading fee of no more than two hundred and fifty dollars ($250.00) may be applied to events not held in a private home/kitchen, specifically, locations that require extensive loading and unloading, or for events of more than thirty-six (36) people.
f. Special Equipment. If the menu or event requires specialized equipment, Tastify will first determine if the items can be rented (e.g., sushi or fondue sets) and rent them at Client’s expense if so. If they are unavailable for rental, Tastify will purchase the items. The amount of these special purchases will be included on the final invoice, and at the conclusion of the event, they will be left at the site and become property and responsibility of Client. Tastify will provide the receipt for the equipment to Client. If Client does not wish to keep the equipment, Tastify reserves the right to charge the Hourly Rate for removal of the equipment, at which time the equipment shall become the property of Tastify, and no credit against a Client’s invoice will be given for their value.
8. Indemnification. Client shall indemnify, defend and hold harmless Tastify, and Tastify’s managers, members, employees and contractors from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney’s fees and court costs, that Tastify may incur or suffer which result from Client’s breach or failure of Client to perform any of the obligations set forth in this Agreement, or from Client’s negligence or any willful act, or the negligence or willful act of any of Client’s agents, guests, associates, or related Parties.
9. Limitation of Liability. The Chef, service Staff, equipment and food prepared for Client are all provided by or through Tastify entirely at the Client’s risk. Tastify shall have no liability to the Client for any loss or damage resulting from any defect in the Services or food, or the failure of any equipment or supplies, regardless of whether Tastify had any prior knowledge. Tastify is not liable for any injuries sustained as a result of Tastify’s involvement at a Client’s event, including but not limited to any injury resulting from the action or inaction of the Chef or service Staff, or illness from any food prepared. It is the sole obligation of Client to discern the potential of Client or Client’s guests for allergic reactions, and Client’s obligation to affirmatively discern from the chef what ingredients pose a special threat.
10. Alcohol. Tastify will not pour, serve, or handle beverages containing alcohol. If alcohol is to be served at a Client’s event, it is the Client’s obligation to procure all alcohol and the bar setup necessary (e.g., bar, certified bartender(s), olives, napkins, mixer, etc.) for the event. Tastify may assist Client in determining the amount and variety of beer, wine and/or liquor. It is Client’s sole and absolute obligation to ensure those served are of legal age. It is also Client’s sole responsibility and liability to ensure that those who are attending an event who will be driving are not served alcohol after their blood alcohol content reaches or exceeds the legal limit for intoxication for purposes of violations for driving under the influence. Client understands and agrees that Tastify service Staff will rely exclusively on Client’s active direction in this regard.
11. Noninterference with Business. During and for a period of eighteen (18) months immediately following the conclusion of Services, Client agrees not to solicit or induce any employee or independent contractor to terminate or breach an employment, contractual or other relationship of Tastify which results in the employee or contractor performing services for a third party (i.e., not the Client) directly, or becoming associated with a company other than Tastify for the performance of substantially similar services as those provided by the employee or contractor to Tastify. The Parties recognize that breach of this Section 11 of this Agreement would cause irreparable harm to Tastify that could not be quantified in pecuniary damages. Therefore, the Parties agree that if the Client breaches the provisions of this Section 11, Client shall pay to Tastify an amount of liquidated damages equal to thirty-five percent (35%) of all remuneration paid to the employee or contractor within the one (1) year period following the employee’s or contractor’s departure from Tastify. Client agrees that such liquidated damages are not punitive, but a result of the difficulty of calculating actual damages. Tastify may also seek injunctive relief in the event that Client breaches this Section 11.
12. Placement Fee. Should Client hire or engage an employee, independent contractor, or sub-contractor of Tastify directly, Client agrees to pay Tastify an amount equal to twenty-five percent (25%) of all remuneration paid to such individual for the one (1) year period commencing on the date the individual first performs such direct services for Client, as a placement fee, regardless of the duration of employment or engagement or whether the worker is employed on a permanent, temporary or consulting basis. If Client fails to provide reasonably adequate proof of the total remuneration paid to the worker for the one (1) year period, then it shall be rebuttably presumed that the worker worked for the Client for 20 hours per week, for 12 weeks during the one (1) year period. Whether such a placement is with or without Tastify’s permission, Client is solely responsible, and Tastify expressly disclaims all responsibility for, all background checks, contacts, references, interviewing, screening, and the drafting responsibility for any employment or other agreements. Tastify makes no guarantee, express or implied, that the individual hired will remain with Client for any specific length of time, or perform work of a certain quality.
13. Miscellaneous Provisions.
a. Severability. If a court holds any provision of the Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected unless an essential purpose of the Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.
b. Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of foul weather, road blockages, power outages, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of the Parties. In the event that Tastify cannot provide the Services as planned, Tastify will submit for payment an invoice for the labor and expenses incurred up to that point.
c. Waivers. No waiver or amendment, including those by custom, usage of trade or course of dealing, of any provision of this Agreement will be effective unless in writing. One Party’s waiver of any default or breach under this Agreement by the other shall not constitute a waiver of any subsequent default or breach.
d. Signatures. This Agreement may be signed in counterparts, which together shall constitute one contract. Faxed signatures and E-signatures shall be construed to be as valid as originals.
e. Survival. The rights and obligations of the Parties under this Agreement shall survive any termination of this Agreement to the extent necessary to protect the rights and enforce the obligations of the Parties.
f. Modifications. Except for verbal changes in the menu or scope of the Services as referenced above, this Agreement may be supplemented, amended, or modified only by the mutual agreement of the Parties. No supplement, amendment, or modification of the Agreement shall be valid or enforceable unless it is in writing and signed by the Party to be charged.
g. Mediation & Arbitration. The Parties agree to meet and confer in good faith to attempt to resolve any dispute arising out of this Agreement. Any disputes which are not resolved by meeting and conferring may be submitted to mediation in Nashville, Tennessee under a mutually agreeable mediator, or, if one cannot be found, under the rules of JAMS Endispute. If the Parties cannot agree on mediation or a mediator within twenty (20) days, they may agree to submit the dispute to binding arbitration in Nashville, Tennessee in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. It is expressly agreed that the arbitrator shall be empowered and permitted to grant preliminary and permanent equitable relief in addition to awarding damages. To the extent the Parties cannot agree to mediation or arbitration, and a mediator or arbitrator, within forty (40) days of the dispute, this alternative dispute resolution section shall be void and inapplicable.
14. Mileage Fee. An added fee may be applicable to customers holding an event 30 miles from business address (2828 Old Hickory Blvd, Nashville TN, 37221) or more. Mileage fee will be determined by Tastify and will be reflected in the Estimate if, and only if, the address is made known in advance of the Estimate being created.
15. Media Release. I, the client (the “Releasor”) grant permission and give my consent to Tastify (the “Releasee”) for the use of any photograph(s) or electronic media images taken during the event to be posted on the internet or used for business/sales purposes by Tastify.