Last Modified: August 15, 2023
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
Our Customer Terms of Service is a contract that governs our customers' use of the Sifted services.
We’ve aimed to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. By using the Sifted services, you are agreeing to these terms.
We update these terms from time to time.
Term. This Agreement shall become effective upon the first day of service and shall remain in effect for all subsequent services.
Confidentiality. The Parties agree to keep strictly confidential at all times during the term of this Agreement and thereafter, all non-public business information which may be provided by one Party to the other Party or its employees, shareholders, directors, officers, or agents (“Representatives”) in the course of the performance of this Agreement. This restriction includes, but is not limited to, the terms and conditions of this Agreement, business plans, prices, product/service specifications, sales data, models, marketing plans, financial data, personnel statistics and the like, as well as data or technical business information (“Confidential Information”). Notwithstanding the above or any language to the contrary contained in this Agreement, the term “Confidential Information” shall specifically exclude information (i) which is generally known at the time a Party receives it; (ii) which after a Party receives such information, it becomes generally known through no act or omission of such Party or its Representatives; (iii) which was lawfully within a Party’s possession prior to the commencement of this Agreement; or (iv) is furnished to a Party by a third-party which such Party is obligated to treat as confidential. Any Confidential Information is to be used by the parties solely in connection with this Agreement, and all Confidential Information of a Party in the possession of the other Party shall be returned upon the termination of this Agreement.
Independent Contractor. The Parties agree that the relationship between Sifted and Client arising from this Agreement is that of independent contractor. Except for the rights retained by or granted to, and the obligations undertaken by each Party pursuant to this Agreement, neither has any right or any authority to enter into any contract or undertaking in the name of or for the account of the other, nor shall the acts or omissions of either create any liability for the other. The parties shall conduct their business at their own initiative, responsibility and expense. All persons furnished by Sifted to perform the obligations required or permitted under this Agreement shall be considered solely employees of Sifted. Client shall have the right to require the replacement of any Sifted employee employed on Client’s premises whose continued presence, in the opinion of the individual designated by Client as having oversight over this Agreement, is not in the best interest of Client, its customers or staff, provided that such request for replacement does not contravene statutes, regulations, ordinances and other legal requirements, to the extent applicable to the Services (“Applicable Laws”), is reasonably justified in writing, and Sifted is first given an opportunity to respond and address such issues consistent with this Agreement. Sifted’s obligation to comply with any such request shall also be subject to restrictions imposed upon Sifted by any collective bargaining agreement or other contract affecting such employee. Nothing herein shall be construed as creating the relationship of principal and agent or partners or co-venturers.
Indemnification. Each Party shall indemnify, defend and hold harmless the other Party and its directors, officers, agents and employees, against all liabilities, losses and damages, including reasonable attorney’s fees, arising out of or relating to any third-party claim, suit, action or proceeding arising out of or relating to bodily injury or tangible property damage caused by the indemnifying Party’s negligent acts or omissions, or from any other claims cause by the indemnifying party’s gross negligence or willful misconduct. Notwithstanding the preceding sentence, each Party is responsible for its own acts and omissions and those of its directors, commissioners, officers, employees, agents and representatives. The obligation to indemnify is conditioned on the indemnified Party: (a) providing written notice to the indemnifying Party of any claim, demand or action reasonably promptly after the indemnified Party has knowledge of such claim, demand or action; provided, however, that failure to provide such notice shall only relieve the indemnifying Party’s obligations to the extent that the indemnifying Party is actually prejudiced by such failure; (b) permitting the indemnifying Party to assume full responsibility to investigate, prepare for, defend and settle any such claim, demand or action; provided that the indemnifying Party shall not settle any such claim, demand or action without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld; and (c) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation of, preparation for and defense of any such claim, demand or action.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, ANY EMPLOYEE, AGENT OR CONTRACTOR OF THE OTHER PARTY, FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. NEITHER PARTY’S LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SIFTED PURSUANT TO SUCH AGREEMENT FOR THE SERVICES DURING THE PRECEDING SIX (6) MONTHS.
Dietary Restrictions and Food Allergies: Sifted agrees to provide menu items to accommodate Client’s staff with vegan or vegetarian dietary restrictions, as well as Client’s staff that are allergic to wheat, soy, peanuts, tree nuts, shellfish, fish, eggs, milk or sesame (hereinafter, “Major 9 Allergens”). To make these accommodations, Client must submit staff Eater Surveys to Sifted before the first Service Day. Sifted will not prepare menu items to accommodate any other dietary restrictions other than vegan or vegetarian diets or the Major 9 Allergens. Client acknowledges that all of Sifted’s menu items are prepared in the same kitchen on shared equipment and therefore that Sifted’s menu items may contain or come in contact with allergens or animal products. Sifted makes no guarantee that any of its menu items will be free from allergens or animal products. Sifted’s menus will identify the primary ingredients for each menu item served to Client. The ingredients list will not identify sub-ingredients, which may include food allergens. Sifted On-Site Hosts will provide a complete list of sub-ingredients upon request.
Insurance. At all times during this Agreement, Sifted shall maintain general and professional liability insurance through a reputable carrier with A+ rating in such form and with such limits of $1,000,000 per occurrence and $1,000,000 per annual aggregate including completed operations coverage (prepared food). Sifted shall deliver to the Client, upon request, certificates of insurance, evidencing such insurance coverage. Sifted shall also provide thirty days’ prior written notice to Client if it should wish to cancel or revise any such coverage or policies.
Freedom to Contract. It is expressly acknowledged and agreed that the Sifted may engage in any other professional activities or business during the term of this Agreement so long as such activities are not inconsistent with and do not conflict with Sifted’s contractual obligations hereunder.
Force Majeure. Neither Party hereto shall be deemed in default of this Agreement to the
extent that performance of its obligations (other than an obligation of payment) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, civil disturbance, terrorism, acts or omissions of suppliers and other third parties, act of government, strikes, unavailability of material, facilities, telecommunications services or supplies or any other cause beyond the reasonable control of such Party (each, a “Force Majeure Event”).
Invoices; Payment.
Sifted will invoice for the Planned Headcount multiplied by the per person price, plus applicable sales tax, for lunch services to be provided in the service period, each calendar month.
Each invoice shall be submitted monthly in advance of the service period, each calendar month, with net thirty (30) payment terms.
At the end of each calendar month, Sifted will bill a True-up Invoice for any adjustments to the Planned Headcount, number of services or changes in the service format. True-up calculations that result in an additional charge will be billed in a separate invoice and is due upon receipt. If the True-up calculation results in a credit, the refund will be applied to the following pay periods invoice.
Non-Payment: In the event that Client does not make payments on or before the dates due under this Agreement, Client agrees to pay interest at the rate of one and one-half percent (1.5%) per month (provided that if such rate exceeds the maximum permitted by law, then the highest lawful rate) of the amount due until Sifted receives payment in full, and Sifted may, at Sifted’s option, terminate this Agreement at any time after giving ten (10) days’ prior written notice to Client unless all undisputed overdue amounts are paid before the end of the notice period. In addition, Client agrees to pay Sifted’s reasonable, out-of-pocket costs incurred by Sifted in connection with the collection of undisputed amounts due, including but not limited to, reasonable attorneys’ fees and costs.
Economic Price Adjustments. On each annual anniversary of this contract or any subsequent renewals of this contract, Sifted reserves the right to adjust pricing according to changes in the Producer Price Index by Industry: Food and Beverage Retailers (PCU445445) to reflect changes in the cost of fulfilling services. https://fred.stlouisfed.org/series/PCU445445
Termination for Material Breach. Either Party may terminate this Agreement in full, if the other Party does not cure a material breach of this Agreement within thirty (30) days after notice to the other Party of the material breach, which notice will include a reasonably detailed description of the alleged material breach and the requested curative action. Either Party may terminate this Agreement in full immediately in the event the other Party has an order for relief entered with respect to it under the federal bankruptcy laws; makes an assignment for the benefit of creditors; applies for, seek, consents to, or acquiesces in, the appointment of a receiver or similar official for it; or institutes any proceeding seeking an order for relief under the federal bankruptcy laws or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it.