THE TERMS AND CONDITIONS OF www.eatmindfulmeals.com
FOOD PREPARATION SERVICES AGREEMENT
This Food Preparation Services Agreement (this “Agreement”) is made and entered between you (“Client”) and Mindful Meals, LLC, an Oregon limited liability company (“Mindful Meals, LLC”), and is effective as of the day on which you evidence your assent hereto by clicking “Agree” on our contact form.
WHEREAS, Client wishes to engage Mindful Meals, LLC, from time to time, as requested by Client, to consult with Client as to dietary and culinary issues and matters, and prepare meals for Client in the residence of Client (the “Services”); and
WHEREAS, Mindful Meals, LLC desires to perform the Services for Client.
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the sufficiency of which is hereby expressly acknowledged, the Client and Mindful Meals, LLC agree as follows:
- Services. Mindful Meals, LLC hereby agrees to perform the Services, at such times as may be mutually agreed between Client and Mindful Meals, LLC. The Services may include, as to be agreed by Client and Mindful Meals, LLC from time to time, purchasing groceries, food preparation, and other services ancillary to food preparation.
- Quality Standard of Performance; Right to Subcontract.
- Mindful Meals, LLC represents and warrants that it shall perform all of its obligations under this Agreement in a professional manner and generally consistent with the Client’s requests.
- Notwithstanding anything to the contrary contained in this Agreement, Mindful Meals, LLC shall be permitted to assign any or all of its obligations under this Agreement to a subcontractor, or other independent agent, at Mindful Meals, LLC’s sole discretion.
- Duties and Obligations of the Client. In order that Mindful Meals, LLC may be able to perform the Services, the Client shall:
- Provide Mindful Meals, LLC with sufficient information regarding the culinary services and food preparation requested, including any special dietary needs, food allergies, or preferences;
- Provide the cooking facilities and instruments necessary for Mindful Meals, LLC to provide the Services (except as otherwise mutually agreed on a case by case basis);
- Provide Mindful Meals, LLC with at least 24 hours notice in the event of a need to cancel any appointment or other instance whereby Mindful Meals, LLC is supposed to provide the Services; and
- In the event that Client shall request that Services be provided while Client is not located at Client’s residence, Client shall provide any and all items necessary for Mindful Meals, LLC to gain access to Client’s residence, including, but not limited to a key and any alarm or other access codes.
- Compensation; Reimbursement. In compensation for the performance of the Services by Mindful Meals, LLC, the Client hereby agrees to pay Mindful Meals, LLC the agreed to service fee less any negotiated discounts.
- Client hereby agrees to provide Mindful Meals, LLC with a valid and active credit card number, which Client may change at its discretion from time to time (the “Credit Card”)and hereby authorizes Mindful Meals, LLC to charge the Fee to the Credit Card immediately after the performance of the Services relating to the Fee unless Client has paid the Fee otherwise in advance.
- Client hereby agrees to reimburse Mindful Meals, LLC for all out-of-pocket expenses incurred by Mindful Meals, LLC in connection with the provision of the Services under this Agreement (“Expenses”). Mindful Meals, LLC shall, upon request, submit copies of invoices and receipts detailing Expenses to the Client. Unless Client otherwise arranges for reimbursement of the Expenses, Client hereby agrees that Mindful Meals, LLC may charge the Expenses to the Credit Card immediately after the performance of the Services for which the Expenses were incurred.
- In the event that Client breaches its obligations under 3(c) or 3(d) above, Mindful Meals, LLC shall be authorized to charge the Fee for the Services that had been agreed to be provided, but for Client’s breach.
- Term. This Agreement shall be effective as of the date first above written and shall continue in full force and effect until either party terminates this Agreement by giving notice to the other party of such termination.
- Independent Contractor Relationship. It is expressly understood that Mindful Meals, LLC shall remain an independent contractor responsible for its own actions and/or those of its employees, if any. The Client is interested in the results obtained under this Agreement, and accordingly the manner and means of conducting the work of Mindful Meals, LLC are within Mindful Meals, LLC’s independent judgment and control.
- Non-exclusivity. It is expressly understood that Mindful Meals, LLC is free to engage in other contracting, employment, consulting, or other business activities during the term of this Agreement, provided, however, that during the term of this Agreement, Mindful Meals, LLC shall not engage in activities which interfere with Mindful Meals, LLC’s ability to perform its obligations and responsibilities to the Client under this Agreement.
- Limitations of Warranty and Liability.
- EXCEPT AS STATED IN THIS AGREEMENT, Mindful Meals, LLC MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE SERVICES AND Mindful Meals, LLC EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- UNDER NO CIRCUMSTANCES WILL Mindful Meals, LLC BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF CLIENT OR ANY OTHER PARTY ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE. NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, IN NO EVENT WILL Mindful Meals, LLC BE LIABLE FOR DAMAGES OR LOSSES THAT EXCEED, IN THE AGGREGATE, THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES PERFORMED UNDER THIS AGREEMENT.
- Indemnification. Mindful Meals, LLC agrees to indemnify the Client against and reimburse the Client for any and all liability, loss, claims, or actions arising from damage or injury to persons or property caused by or sustained in connection with Mindful Meals, LLC’s gross negligence or willful misconduct committed in connection with the performance of this Agreement. The Client agrees to indemnify Mindful Meals, LLC against and reimburse Mindful Meals, LLC for any and all liability, loss, claims, or actions arising from damage or injury to persons or property caused by or sustained in connection with the Client’s gross negligence or willful misconduct committed in connection with the performance of this Agreement performance of this Agreement.
- Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable in any respect, the Client and Mindful Meals, LLC agree that such term or provision shall be deemed to be modified to the extent necessary to permit its enforcement to the maximum extent permitted by applicable law.
- Entire Contract. This Agreement contains the entire agreement between the Client and Mindful Meals, LLC and completely supersedes any and all prior agreements, written or oral, between the parties. There are no agreements, representations, or warranties not set forth herein, and this Agreement cannot be waived, modified or supplemented, except by written agreement executed by the Client and Mindful Meals, LLC.
- No Assignment. This Agreement is personal in nature and shall not be assignable or transferable by either party without the prior written consent of the other party, nor shall Mindful Meals, LLC’s obligations be delegable without the Client’s prior written consent.
- Waiver. Waiver by either party of any breach of this Agreement shall not be construed as a waiver of any rights under this Agreement for any subsequent or continuing breach hereof.
- Governing Law, Forum Selection and Consent to Personal Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of Oregon, without regard to choice of law provisions. The Client and Mindful Meals, LLC hereby agree that any action to enforce any provision of this Agreement shall be brought only in a state or federal court located in Bend, Oregon and hereby consent to the jurisdiction of such courts.
The parties have to agree to this Agreement.