Dineable Virtual Catering Contract
Please review these terms carefully.
By completing your purchase or submitting the electronic form to which this Contract is attached, you are agreeing to be bound by the following terms and conditions.
This Virtual Catering Contract (“Contract”) sets forth the agreement between you (the Client) and Dineable (the registered fictitious name of DietaryDNA, LLC, a Delaware limited liability company) (“Provider”) relating to virtual catering services to be provided by the Provider for the Client for the event(s) identified in the information submitted by you with the purchase, proposal, quote, or other document or electronic communication to which this Contract is attached.
- Services & Menu
Client is hiring Provider to arrange for the provision and/or delivery of food and beverages, and related services, for the event outlined in the proposal which is an attachment to this Contract.
Adjustments to guest counts, menus, and other details may be made based on the timelines outlined in the proposal or provided by Provider once proposal has been approved by Client.
Provider sources food and beverage options through third party caterers and other food preparers and suppliers (collectively referred to in this Contract as Food Suppliers).
Provider sources delivery options through third party delivery providers or shipping carriers (collectively referred to in this Contract as 3PD Providers).
Provider will make every effort to work with Food Suppliers to accommodate guest dietary restrictions, however Provider cannot make any guarantees that substitutions can be made for every restriction or that those substitutions will fall within the quoted price.
From time to time certain menu items may become unavailable due to circumstances outside of Provider’s control. In these cases Provider will make every effort to source suitable substitutes however these circumstances may result in changes to pricing and other details regarding the event, which will be communicated to Client as they occur.
Provider will coordinate distribution of meals via either 3PD Providers or parcel shipping carriers, or a combination thereof.
Client agrees and understands that quoted pricing in the attached proposal is based on estimated guest geography and current 3PD Provider rates, and is subject to change based on 3PD Provider rate changes, the final addresses of guests, and the final packaging / shipping requirements of the menu.
While Provider will make every effort to avoid shipping/delivery issues, Provider is not liable for packages that are delayed, lost, or damaged while in transit after they leave Provider or Food Suppliers’ possession.
Client further agrees and understands that address change requests and/or incorrect addresses provided to us may result in additional fees being billed as a result of 3PD Providers billing Provider for change fees or correction of addresses that were incorrect when provided.
- Deposit & Payment
In exchange for the services of Provider as specified in this Contract and the attached proposal, Client will pay Provider as per the payment terms specified in the proposal.
Client shall pay a deposit of 50% due on the date of signing this Contract, and the balance will be due within 5 business days after presentation of a final invoice following completion of the event. The exact final amount due will be determined and provided from Provider to Client in writing within 10 business days after completion of the event. If Client event is less than 14 days from the date this Contract is accepted, the 50% deposit will be skipped and Client will be invoiced in full on or around the Ship Date. The 50% deposit does not apply to alcohol purchases, which are a pass-through to partners. In many cases alcohol regulations require that the full amount be paid in advance.
Credit card payment is available subject to a 3% processing fee. Any invoice that is unpaid after 30 days from the due date on the invoice will be subject to a 5% monthly financing charge.
Client proposal is priced based on an Estimated Order Count provided by Client, and the timeline will outline a deadline (the Order Deadline Date) for confirming a Guaranteed Order Count. If Client does not provide a Guaranteed Order Count by the Order Deadline Date, Provider will assume that the highest Estimated Order Count confirmed by Client is the desired Guaranteed Order Count, which will be reflected on the final invoice.
Proposed menu prices are subject to change based on Client requests, product availability, and other external details outside of Provider’s control. Any changes to the base menu price will be communicated to Client as they arise. Proposed prices that include shipping as a built-in cost (rather than broken out separately) are subject to change based on final delivery costs once actual guest addresses are provided.
Client Proposal will at times include a Minimum Order Count. If the Client’s Guaranteed Order Count is below the Minimum Order Count, the client will still be billed based on the Minimum order Count.
Client understands that additional fees may apply for changes, rush orders, incorrect shipping addresses, or missed deadlines from the timeline of deliverables provided to Client by Provider. Whenever possible, notice of these additional fees will be provided via email in advance.
- Legal Compliance, Liability, Insurance and Indemnification
Provider will work with 3PD Providers and Food Suppliers to ensure compliance with all applicable local health department rules and regulations relating to food preparation, food service, and food delivery / distribution. However, Provider does not prepare any of the food or beverage and as such assumes no liability in the event of regulatory non-compliance or if an individual has a negative reaction as a result of any food provided as part of this Contract.
Provider will work with Food Suppliers to package meals for temperature control based on the specific needs of the menu and the method of distribution. Packaging includes but is not limited to cooler boxes, insulated bags, and ice packs. Client understands that weather variability and delivery transit times by 3PD Providers can impact the integrity of the food and in some cases can damage packages or cause delays in delivery that are beyond Provider’s and/or Food Supplier’s control. Recipients should be advised to use their own judgment regarding the safety of the food if it seems compromised or damaged in any way. A sticker or card will be included with each package to communicate these details to the recipient.
Provider has, or will obtain, general liability insurance relating to Provider’s services at the Event at its sole cost and expense from a qualified insurance company licensed to do business in the Commonwealth of Pennsylvania.
Provider is not liable for any alcohol-related concerns. Any alcohol purchases are a pass-through from partner companies, distributed, shipped, and billed by those companies. If Client is purchasing alcohol, client is representing that all recipients are of legal drinking age and all relevant laws and regulations will be followed.
Except with respect to claims encompassed by the provisions of the first paragraph of this paragraph 4, Provider on the one hand and the Client on the other hand acknowledge to each other responsibility, to the extent permitted under law, for third-party claims, including but not limited to claims by food preparers, service staff, and their employees and contractors, and Client’s guests arising out of the negligent acts and omissions of their respective officers, agents and employees which occur in the performance of the duties contemplated by this Contract. Each Party accordingly agrees to defend, indemnify and hold harmless the other, including their consultants, agents, officers and employees, with respect to any such claims, damages, liability, damage, loss or expense (including reasonable attorneys’ fees) to the extent attributable to the negligent acts and omissions of such party.
Provider is rendering a service and is not engaged in the sale of any goods or products. Provider will provide that service in a commercially reasonable manner consistent with industry practice. NO IMPLIED WARRANTIES OF ANY KIND OR DESCRIPTION ARE APPLICABLE TO THESE SERVICES. PROVIDER HEREBY DISCLAIMS EACH AND EVERY IMPLIED WARRANTY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THAT MAY BE APPLICABLE.
ANY LIABILITY OF PROVIDER FOR BREACH OF ANY OF ITS OBLIGATIONS UNDER THIS CONTRACT SHALL BE LIMITED TO THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO PROVIDER HEREUNDER, AND IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OF BUSINESS, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Cancellations, Reschedules, & Refunds
If the Client needs to cancel or reschedule the event, Client must provide written notice to Provider.
Client understands that upon entering into this Contract, Provider is committing time and resources to this Event and thus cancellation would result in lost income and lost business opportunities in an amount hard to precisely calculate. Further, rescheduling an event may also result in lost income and lost business opportunities in an amount hard to precisely calculate.
Therefore, 15% of the estimated total price or $500 (whichever is greater) of the deposit shall be non-refundable.
For cancellations, further refunds shall be assessed based on the time & expenses accrued to date of cancellation by the Provider related to this event. Upon cancellation, Provider shall provide a final invoice detailing time and expenses to date, and the Client’s deposit will be credited against what is owed. Any balance will be payable upon receipt of that final invoice.
For rescheduled events, additional fees may be billed depending upon the amount of notice given prior to the date of distribution.
This Contract cannot be assigned by either Party without the other’s written consent, with the exception set forth in paragraph 7, below.
- Limitation of remedies
Provider shall have the option to substitute caterers, food suppliers, delivery services and other vendors within its reasonable discretion at any time for any reason. If Provider cannot fulfill its obligations under this Contract for unforeseen reasons, Provider may locate and retain a replacement provider at no additional cost to Client, subject to Client’s approval, which shall not be unreasonably withheld or denied, or refund Client’s money in full. Provider will not be responsible for any additional damages or compensation under these circumstances.
- Force Majeure
Provider will not be liable for breach or failure to implement any of their obligations under this Agreement, if such breach or failure occurs as a result of force majeure conditions including acts of God, war, aggression, earthquake, natural calamities, public health emergencies, and any other unforeseen circumstances that are beyond the control of the Provider.
- Resolution of disputes
The Parties agree to not post any negative information about the other arising out of this Contract or Event on any online forum or website without providing advance written notice of the intended content thereof, and providing the other party with an opportunity to resolve any issues between the parties amicably.
- Jurisdiction and Venue
This Contract will be interpreted according to the laws of the Commonwealth of Pennsylvania and any legal action must be filed in the Courts of Delaware County, Pennsylvania or in the United States District Court for the Eastern District of Pennsylvania.
- Entire Agreement
This document, along with its exhibits and attachments, constitutes the entire agreement between the Parties, and may only be amended by a writing signed by both parties.