ChefHero's Terms and Conditions
Last Updated: July 26, 2018
ChefHero consistently delivers the best ordering experience between food wholesalers and suppliers. We enable restaurants to purchase all their supplies on any device at any time. Restaurants can view live prices, streamline ordering, and customize their order guide.
This agreement (“Agreement”) is effective between VendorHero Inc. (“We”, “Us”, “Our”) and the restaurant associated with your ChefHero account (“You” and “Your”) on the day You agree to it (“Effective Date”) through our website.
1. Our Services.
ChefHero’s online ordering platform (“ChefHero”) enables restaurants to:
View live prices for supplies to make more informed purchasing decisions;
Place orders through ChefHero for supplies to be delivered to your restaurant; and
Review clear order terms, receipts and reports to help You keep track of costs (collectively, the “Services”).
ChefHero will deliver orders that are placed through Your ChefHero account to the restaurant address You specify in connection with Your ChefHero account at the prices specified during the ordering process.
2.1 Order Accuracy. ChefHero works hard to ensure that we deliver what You order. In the unlikely event that an order You receive does not contain the items You ordered, please notify ChefHero’s Customer Service team immediately, and we will work with You to remedy the situation as quickly as possible. We ask that You review deliveries promptly, as ChefHero will not be responsible for order inaccuracies reported more than twenty-four (24) hours from delivery.
2.2 Lockbox Program. ChefHero offers a lockbox program (“Lockbox Program”), where ChefHero will supply a lockbox to participating Restaurants who wish to make a key available to ChefHero’s suppliers. If You choose to participate in the Lockbox Program (for example, by making key(s) or code(s) available in a lockbox supplied by ChefHero), You agree to (i) ensure that up-to-date key(s) and/or code(s) are securely stored in the lockbox to enable suppliers to make deliveries You request in a timely manner, (ii) monitor the lockbox weekly to confirm that it remains secure, and (iii) notify ChefHero immediately if You become aware that the lockbox is no longer secure (and remove the lockbox until it is re-secured).
2.3 Invoicing. ChefHero will invoice You within two (2) business days by email at the then-current email address in Your ChefHero account for the amount of each order and any applicable taxes, and unless otherwise agreed in writing and as shown in your ChefHero account, payment is due in the currency of your restaurant's country of origin (currently Canada or The United States) within seven (7) days of the invoice date.
2.4 Additional Fees. You agree to pay any additional fees that are displayed as part of the checkout process.
2.5 Disputed Charges. If You believe that ChefHero has invoiced You incorrectly, You must contact ChefHero no later than 30 days after the invoice date in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, You agree pay any undisputed amounts in accordance with the payment terms herein, and You and ChefHero will discuss the disputed amounts in good faith in order to resolve the dispute.
2.6 Late Payment. You may not withhold or setoff any amounts due under this Agreement. ChefHero reserves the right to suspend Your access to ChefHero until all due amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of half a percent (0.5%) weekly (26% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. We reserve the right to suspend access to your ability to place orders until payment is made.
2.7 Taxes. You will be responsible for and pay all applicable taxes on the transactions contemplated in connection with this Agreement.
2.8 Suspension. Any suspension of the Services or Your use of or access to ChefHero pursuant to the terms of this Agreement will not excuse Your obligation to make payments under this Agreement.
3. Food Safety.
Food safety is a top concern for ChefHero, and we take precautions to ensure that food is delivered in compliance with [your account] CFIA Standards. Despite ChefHero’s precautions, in the event we are notified of a food safety recall, we will notify You promptly by email at the then-current email address in Your ChefHero account. Upon receipt, You agree to take immediate steps to stop serving any products that are the subject of such a notification, and to securely dispose of the affected products. ChefHero will credit Your account in an amount equal to the affected products You have ordered from ChefHero.
4. Restaurant Representations.
You represent and warrant that you have the right and authority to enter into this Agreement and bind the restaurant associated with the ChefHero account you are using. You agree to keep Your ChefHero account credentials strictly confidential, and to only permit individuals who are similarly authorized to bind the restaurant associated with the ChefHero account You are using to use them.
5. Limitation of Liability.
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS, LIABILITY OR CERTAIN DAMAGES OR LIMITATIONS OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. Although ChefHero strives to ensure that its services always available and that the information made available through its services are up-to-date and accurate, ChefHero makes no representations or warranties or conditions as to the availability, currency or accuracy of such information. CHEFHERO’S SERVICES ARE PROVIDED ON "AS IS" BASIS, WITHOUT EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CHEFHERO DOES NOT MAKE ANY WARRANTIES THAT CHEFHERO’S SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. You agree that ChefHero, its officers, directors, employees, affiliates, and service providers shall not responsible or liable for any direct or indirect loss, damage (whether actual, consequential, punitive, special or otherwise) or injury of any kind based upon or resulting from Your use of, or Your inability to use, ChefHero’s Services or otherwise in connection with this Agreement.
6. Release & Indemnity.
You agree to defend, indemnify and release ChefHero, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns from and against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Your breach of any provision of this Agreement; or (ii) use of ChefHero and the Services, or any part thereof, by You or anyone using Your ChefHero account. You will fully cooperate with ChefHero in the defense of any claim defended by You pursuant to Your obligations under this Agreement and will not settle any such claim without the prior written consent of ChefHero.
7. General Provisions.
7.1 Assignment. You will not assign this Agreement to any third party without ChefHero’s prior written consent. ChefHero may assign this Agreement or any rights under this Agreement to any third party without Your consent. Any assignment in violation of this section will be void. This Agreement will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
7.2 Choice of Law. This Agreement and any action related thereto will be governed by and construed in accordance with the laws in effect in the Province of Ontario, without regard to conflicts of law principles.
7.3 Disputes. The parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent ChefHero from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
7.4 Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond Company’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Company’s employees), Internet service failures or delays, or the unavailability or modification by third parties of telecommunications or hosting infrastructure or third party websites.
7.5 Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
7.6 Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
7.7 Independent Contractors. ChefHero’s relationship to You is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other party.
7.8 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral.
7.9 Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any party, will be binding unless executed in writing by the party or parties to be bound thereby.
7.10 Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 2 (Orders), Section 3 (Food Safety), Section 5 (Limitation of Liability), Section 6 (Release & Indemnity), and Section 7 (General Provisions).
7.11 English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
If you have any questions regarding these Website Terms and Conditions or intellectual property matters, or if you have any legal concern relating to VendorHero or its business, please contact VendorHero / ChefHero at:
firstname.lastname@example.org [130 Spadina Av. Suite #603, Toronto, ON M5V 1X9 Canada]