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MERCHANT SERVICE AGREEMENT

These Terms and Conditions and the Order Form signed by Merchant Member whose name appears on the Order Form (collectively, the “Agreement”) set forth the terms and conditions on which Wummly, Inc is willing to provide to Merchant Member certain listing and other services using the Site (as defined below). In the event of a conflict between the Order Form and these Terms and Conditions, these Terms and Conditions shall govern and control.

WUMMLY INC, a company incorporated under the laws of the United States of America whose registered office is situated at State of Delaware.

You, by registering with us as a member, agree and accept to be bound by the terms and conditions of this Online Platform Agreement. You will be referred as “Chef” herein this Agreement.

Chef are inpendent business persons ( chef, food truck, CFO, or other sellers ) who are allowed by Wummly to offer food, beverages or other goods/items and/or other services on the Site under certain conditions. No agency, partnership, joint venture, employee- employer or franchisor-franchisee relationship is intended or created by these Terms and Conditions, use of the Site, and/or selling any goods/items and/or services on the Site.

Whereas:

A. WUMMLY INC is a company carrying on its business as an online platform providing referral services through which the participating chefs or purveyors will be able to connect with customers who directly engage the services by the chefs or purveyors in respect to food and beverages preparation, cooking classes, culinary tours, guests experience, personal and alternative culinary experience and any services incidental thereto (“Online Platform”)

B. Chef is a chef or purveyor who wishes to use the Online Platform to sell his/her services in connection to cooking, food preparation, personal and alternative culinary experiences to the customers.

C. This Agreement sets out the matters agreed between the parties in relation to the arrangements, obligations, terms and conditions of this Cooperation.

NOW IT IS HEREBY AGREED as follows:

1. FORM OF SERVICE

i. WUMMLY INC operates an online website aiming to provide an online platform (“Online Platform”) to the chefs to advertise their tailor-made services. Such Online Platform Service shall include but not limited to provision of advertisement, arrangement of delivery of food, photo shooting and so on. WUMMLY INC also operates as a payment gateway service to the customers (“Payment Service”). The Online Platform and Payment Service are collectively referred as “WUMMLY INC Service”, which must be collectively subscribed.

ii. Chef will make good use of the Online Platform to sell, promote, and arrange for Chef Service to be rendered to the customers who use the Online Platform to subscribe or request for Chef Service.

iii. Chef hereby agrees to engage WUMMLY INC, and WUMMLY INC agrees to provide its WUMMLY INC Service to Chef. WUMMLY INC agrees to remit th fees from the customers to Chef in accordance with Clause 3 of this Agreement.

2. TERM

This Agreement shall commence on the date of this Agreement and shall continue in full force and be in effect unless and until terminated in accordance with this Agreement (the “Term”).

3. COMMISSION

i. All orders placed by the customers shall be collected by WUMMLY INC

ii. Chef agrees that WUMMLY INC shall reserve an administrative fee up to

iii. Upon each successful order placed by the customer through Wummly Wummly charges 7.05% of Wummly Fee and 2.95% + 30c of Transaction fee based on each payment of the customer(s) made to the chef or purveyor (the “Administrative Fee”). Platform Service, WUMMLY INC shall remit the total fees received by the customers per each order after deduction of the Administrative Fee to Chef.

Payment processing services for [account holder term, e.g. drivers or sellers] on [platform name] are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service(collectively, the “Stripe Services Agreement”). By agreeing to [this agreement / these terms / etc.] or continuing to operate as a [account holder term] on [platform name], you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of [platform name] enabling payment processing services through Stripe, you agree to provide [platform name] accurate and complete information about you and your business, and you authorize [platform name] to share it and transaction information related to your use of the payment processing services provided by Stripe.

 

4. PERFORMANCE AND OBLIGATIONS

In consideration of the use of WUMMLY INC Service, Chef warrants and undertakes to perform the following:

i. Provision of Information of the Cuisine:

a. Chef shall use its best endeavor to provide information including costs, ingredients, name, cooking method(s) in connection to Chef Service that is and will be displayed through the Online Platform;

b. Chef shall also provide clear photos in connection to the Chef Service to be displayed through the Online Platform to WUMMLY INC;

c. At the request of WUMMLY INC, all other information that is necessary for the display, promote, or use through the Online Platform shall be provided.

ii. Marketing and Promotional Activities Chef shall, its best endeavor, provide assistance to WUMMLY INC in all marketing and promotional activities to be conduct through its Online Platform or any business associated or incidental thereto. The marketing and promotional activities shall include, but without limitation to printing WUMMLY INC’s promotional leaflets may use the photos or materials provided by Chef.

5. VERIFICATION BY WUMMLY INC

WUMMLY INC’s employees or representatives may attend Chef’s event or try Chef’s dishes or services and, if WUMMLY INC’s employees enjoy their experiences at the event, the dishes or services, WUMMLY INC may display a logo namely “WUMMLY INC Verified” next to the name of the Chef on its profile page as “WUMMLY INC Verified Chef” (“Verification”) via the Online Platform. However, by displaying such Verification shall not mean that WUMMLY INC has any duty to promote, control, monitor Chef and/or services and/or events provided or organized to the customers.   WUMMLY INC neither makes any warranty, representation or assertion with respect of Chef’s skills or services which are regarded as or to be regarded as competent or satisfactory nor acknowledging or agreeing to discharge or waive of any obligations or liabilities that Chef shall comply with under this Agreement

6. REPRESENTATIONS, WARRINITIES AND UNDERTAKINGS BY CHEF

i. Chef represents, warrants and undertakes that:

a. Chef has maintained or shall maintain a valid license for their businesses;

b. Chef has complied with all applicable requirements or regulations in force for Chef Service including but not limited to food preparation and use of ingredients;

c. Chef has not infringed any third party’s rights or use of such the intellectual property including but without limitation to any service marks, designs, copyrights and patent would infringe any third party’s intellectual property rights; and

d. There is no action or claim made by any third party against Chef in connection to Chef Service.

ii. Chef warrants and undertakes to:

a. only use the Online Platform provided by the WUMMLY INC for the

b. upload materials including but not limited to pictures or descriptions sole purpose of uploading the dishes or beverages including detailed information of the cooked meals, recipes, cooking classes and private dining services that are prepared by Chef; to the dishes or beverages considered as appropriate in the reasonable opinion of WUMMLY INC

c. inform WUMMLY INC promptly of any inability to render Chef Service;

d. Maintain all applicable valid licenses in full including but not limited to all licenses regulating the preparation or sale of food and beverages to any third party. Such licenses may include but not limited to food factory license, frozen confection factory license and so on;

e. maintain a valid insurance policy adequately covering all the third parties’ injuries and work related injury for its employees and any additional insurance as required by WUMMLY INC;

f. seek for WUMMLY INC’S prior written approval in connection to all marketing or promotional activities using part of/whole of, directly or indirectly any service marks, designs, pictures that belong to WUMMLY INC

g. to perform Chef Service with due care and skills;

h. to maintain the highest standard of hygiene requirements and comply with all the applicable laws regulating the same;

i. comply with all the applicable laws for the provision of the Chef Service or sale of any products, if any;

j. observe and perform all its obligations as set out in this Agreement including but not limited to the duty of confidentiality and non- solicitation and non-competition;

k. return to WUMMLY INC all materials or information or destroy such materials in the direction of WUMMLY INC once this Agreement is terminated;

l. not to do any acts or conducts that may or would bring WUMMLY INC into disrepute, potentially or actually;

m. not to infringe any third parties intellectual property rights including but not limited to the copyrights, trademarks, service marks, designs at all times;

n. not to request the customers to pay additional charges without WUMMLY INC ’s knowledge or consent;

o. not to do any acts or cause anyone to do any acts to deceive WUMMLY INC including but not limited to inflating any costs or fees for the Chef Service without knowledge of WUMMLY INC

p. not to set up another name similar to the WUMMLY INC, whether personally or through any third parties including but not limited to Chef’s family members and relatives without prior written consent from WUMMLY INC

q. be fully responsible for all losses or damages suffered by the customers in the event of failure to perform the services satisfactorily, including but without limitation to delay and unsatisfactorily performance; and

r. hold WUMMLY INC harmless against all losses and damages arising out of or in connection to Chef Service and undertake to indemnify and keep indemnified WUMMLY INC against all losses, damages, costs and expenses of whatsoever nature which may be suffered or incurred by reason of any default on Chef under this Agreement or arising out of or in connection to Chef Service.

7. INTELLECTUAL PROPERTY

i. Grant of the license

a. WUMMLY INC hereby grants to Chef a non-exclusive license to use WUMMLY INC’S intellectual properties including but not limited to service marks, trade name, copyrights or other commercial designation, domain name whether or not registered (collectively referred as “WUMMLY INC IP Rights”). This non-exclusive license includes the authorization to make use of WUMMLY INC IP Rights to promote Chef Service.

b. Chef hereby agrees to grant WUMMLY INC a non-exclusive, royalty- free, perpetual license to use all Chef’s service marks, trade names, commercial designation, domain names or other proprietary rights that are essential to the Online Platform, whether or not registered (collectively referred as “Chef IP Rights”).

c. Ownership of the works conducted by WUMMLY INC, WUMMLY INC may also provide Chef with professional photo-shooting service (“Photo Shoot”) in order to enhance the attractiveness of Chef Service to customers. Chef accepts and agrees that all the photos under the Photo Shoot are the proprietary property of WUMMLY INC in which WUMMLY INC shall have the unfettered title and interest.

d. Chef shall comply with all instructions and guidelines issued by WUMMLY INC with respect to use of WUMMLY INC Trademarks, including but without limitation how WUMMLY INC Trademarks are to be displayed on or affixed to the delivery packages, business card or website of Chef if any.

e. No sub-license of WUMMLY INC IP Rights is permitted, unless with the prior written consent from WUMMLY INC. If such sub-license is permitted hereunder, Chef shall warrant that such sub-license shall be subject to all terms and conditions that are applicable to Chef under this Agreement relating to the sublicensed rights.

ii. Enforcement of intellectual property

a. Chef further undertakes that it shall during the term of this

b. In the event of any claim or litigation by a third party against Chef, Agreement and at first request of WUMMLY INC to take all necessary action for the protection of the WUMMLY INC Trademarks. In case of any infringement or suspected infringement by a third party, WUMMLY INC shall in its sole discretion determine what legal action shall be taken in respect of such matter. alleging that the use of the WUMMLY INC IP Rights infringes any right of such party, Chef shall promptly give notice of such claim or litigation to WUMMLY INC and WUMMLY INC shall assume responsibility therefore and control all handling, defense or settlement thereof.

8. CONFIDENTIALITY

i. Chef shall use its best efforts to keep confidential any information or arrangement in connection to this Agreement and WUMMLY INC Service and shall not disclose to the any third party such information or arrangement except with the written consent of WUMMLY INC during the course of this Agreement or at any time thereafter.

ii. Chef shall also use its best efforts to procure that its employees, officers, and agents of the parties observe the aforesaid duty of confidentiality.

iii. This clause shall survive for a further period of 1 year from the date of termination date.

9. NON-SOLICITATION AND NON-COMPETITION

i. During the Term of this Agreement and for a further period of 1 year after

ii. Chef is restricted from providing services or through any persons or entities any termination of this Agreement, Chef will not, without the prior written consent of WUMMLY INC, either directly or indirectly, on its own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any customers of or persons engaged or employed by WUMMLY INC to any customers who are WUMMLY INC’s or Business Alliance’s customers for a period of 1 year from the date of the termination of this Agreement.

10. WARRANTIES

Each party warrants to the other that:

i. it has the requisite authority and right to enter into this Agreement and to

ii. its signatory of this Agreement has been fully authorized to sign the same for

iii. Entry into this Agreement will not cause such party to violate any statute, perform its obligations hereunder; and on its behalf ;and bylaw, regulation or any other restriction imposed by law.

11. TERMINATION

i. Termination by either party This Agreement shall continue in force from the date hereof until earlier termination as hereinafter provided. In the event that one party wishes to terminate this Agreement (the “Terminating Party”), the Terminating Party shall serve a not less than [ 1 ] months’ written notice to the other party

ii. Immediate termination: In the event of any of the following circumstances, WUMMLY INC is entitled to terminate this Agreement forthwith without any prior notice to Chef:

a. If Chef has committed a breach of any of its obligations under this Agreement including but not limited to unreasonable delay or dissatisfactory performance of Chef Service, duty of confidentiality, non-solicitation and so on;

b. If Chef is in breach of any laws including but not limited to all applicable laws governing the sales of goods or services and anti- corruption laws;

c. If Chef does not maintain any license in full force or such license is revoked by the issuing authorities;

d. if Chef (being a company) goes into liquidation, becomes insolvent, has a receiver appointed in respect of all or any part of its assets or undertaking or is unable to pay its debts when due (except for the purposes of amalgamation or reconstruction in such manner that the new company agrees to be bound by the obligations of the other party under this Agreement); or

e. If Chef ceases its business.

f. If Chef receives many negative reviews and declines more than three orders.

12. INDEMNITY AND LIABILITY

i. Chef shall fully indemnify WUMMLY INC, its employee(s) and agent(s) from

ii. WUMMLY INC shall not be liable for any liabilities incurred arising from or in and against all losses which they may suffer and all actions, demands, claims, and costs which may be made against it arising out of Chef or its employee(s), or its agent(s) breach of this Agreement, negligence, omission, defaults, misconduct, unless such losses, actions, demands, claims or costs are attributable to the negligence of WUMMLY INC. connection with the Chef Service and information provided by Chef including but not limited to the descriptions of the food, the use of the agreed ingredients with the customers, whether incurred before or after the execution of this Agreement. Not with standing the provisions of this Agreement, WUMMLY INC shall not be liable to Chef for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation or indemnity or contribution whatsoever as a result of any representation, implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement (whether caused by the negligence of WUMMLY INC, its employees or agents or otherwise) which arise out of or in connection with Chef Service, representations and warranties.

13. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement shall have the effect of constituting either party as an agent of the other, and neither is authorized to make any representation nor incur any obligation of any kind on behalf of the other party, nor to bind the other party in any way. This Agreement shall not be construed as creating any employer-employee relationship nor does any partnership or agency agreement between the parties.

14. WAIVER

No failure or delay by either party in exercising any right, power or privilege to which it is entitled shall operate as a waiver nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise. For the avoidance of doubt, any waiver of any breach of the Agreement by either party shall not be construed as a waiver of any subsequent breaches of that same or any other provision.

15. SEVERABILITY

If, at any time, any one or more of the provisions in this Agreement is or are deemed to be invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions of this Agreement shall not be affected.

16. ENTIRE AGREEMENT

All agreements and obligations herein contained shall be in substitution for and shall supersede all and any previous agreements or understandings, oral or written, between the parties with respect to the subject matter hereof.

17. FORCE MAJEURE

i. A party will notify the other immediately, if it is affected by Force Majeure.

ii. A party shall not be deemed to be in breach of this Agreement, or otherwise Force Majeure means any circumstances not foreseeable at the date of this Agreement and not within the reasonable control of the party in question including, without limitation, industrial action, destruction of premises or equipment, governmental action, civil disorder or war, fire, earthquake or other natural disaster. liable to the other party for any non-performance, or delay in performance, of any of its obligations of this Agreement, if the same is attributable to a Force Majeure and it has informed the other party thereof. In such case, the time for performance by the affected party of its obligations shall be postponed.

18. NOTICES

i. Any notice or other information required or authorized by this Agreement to be given by either party to the other may be given by hand or sent (by registered post or facsimile transmission) to the other party at its address referred to in preamble of this Agreement.

ii. Any notice or other information served pursuant to 18.1 shall be deemed to have been served when delivered by hand at the time of delivery and, when sent through the post, [3] days after the date of posting and, when sent by facsimile, on the date of transmission.

19. MISCELLANEOUS

i. Schedules: All schedules to this Agreement constitute integral parts of this Agreement.

ii. Headings: The headings inserted in this Agreement are for convenience only and shall not affect the construction of this Agreement.

iii. Governing Law and Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of the United States of America. Any legal action or proceeding between WUMMLY INC and Chef for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a court of competent jurisdiction in the United States. By clicking SEND button, you expressly represent and warrant that you are legally entitled to enter Agreement. If you reside in a jurisdiction that restricts accepting or the ability to enter into such agreements, you must abide by such limits and you must not use the Site and not enter into this Agreement.

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By clicking SEND button you agree with merchant agreement and terms of use and privacy of wummly service

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