| 1. Main Responsibilities |
For Marketplace, ezOrdering, ezDispatch, Direct Entry, and Relish Services:
In addition to your obligations in the T&Cs, you are responsible for:
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Preparing orders in accordance with the applicable order details and instructions.
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Providing utensils, napkins, bags and other materials (which you may charge for),
unless otherwise requested by the customer or prohibited by applicable law.
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Any equipment reasonably required to receive and process ezCater
orders and use ezManage. For example: a smart phone, a tablet or
other computer, and/or a fax machine.
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Complying with all applicable laws, rules, standards and regulations
relating to licenses, health, food preparation, handling and storage,
food packaging and accessory items (such as disposable utensils),
and food safety and sanitation. For example: including in Your
Content any required consumer-facing warnings (such as California
Proposition 65 warnings), opt-in requirements, and/or instructions
associated with any of your menu items.
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The hiring, training, supervision, instruction, discipline, termination,
and daily work activities of your employees and contractors. We have
no rights or control over any of these activities.
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Providing us all information we reasonably require to provide you the Covered Services,
e.g., legal entity name, taxpayer identification number (“TIN”), owner or agent information, bank information, address
and contact information, etc.
In addition to our obligations in the T&Cs or your offline agreement, as applicable, we are responsible for:
- Helping your business expand, by providing you the Covered Services in accordance with the Agreement.
- Forwarding to you each order placed for you via the Covered Services.
- Supporting you and the customer in processing orders, as appropriate for the type of order.
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| 2. Your Pricing, Menus, and Contact Information |
For Marketplace, ezOrdering, ezDispatch, Direct Entry, and Relish Services:
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You agree that the pricing you provide us for menu items,
service and other fees to display on Your ezCater Pages for a given
location will match the lowest prices and fees you charge
customers through your or any other website or online channel
for substantially similar offerings at that location.
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You agree to provide us and/or to maintain (as applicable) accurate
and up-to-date menus, store information, and pricing for Your ezCater
Pages at all times.
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You agree to maintain up-to-date contact information in ezManage
so that you can promptly receive orders and other notifications from ezCater.
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| 3. Payment Processing |
For Marketplace, ezOrdering, and Relish Services:
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You authorize us and our designated third party processors, acting
as your agents, to charge customers' payment methods on your behalf
for the orders they place with you and to remit to you electronically
(or by another agreed-upon method) the payments received for orders
you fulfill, less your associated Fees.*
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We may withhold all or a portion of the payments due to you to the extent you have not
provided us with all information we reasonably require to provide you the Covered Services,
e.g., legal entity name, TIN, owner or agent information, bank information, address and contact information, etc. We may
also charge you for any fees we incur as a result of your failure to provide us this information.
For Direct Entry Services:
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You have the option to process payments for Direct Entry orders
through us. If you do this, you authorize us and our third party
processors, acting as your agents, to charge customers' payment
methods on your behalf for the orders they place with you and/or remit
to you electronically (or by another agreed-upon method) the payments
received for orders you fulfill, less the associated credit card Fee.*
For ezDispatch Services:
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For each order for which you use ezDispatch, we charge the
customer the delivery fee you set for the order (if any). We or
our third party processors, acting as your agents, remit to you
electronically (or by another agreed-upon method) the delivery
fee payments received, less the associated Fees.*
For Marketplace, ezOrdering, ezDispatch, Direct Entry, and Relish Services:
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The payments described above are currently remitted weekly.
That frequency may change upon prior notice to you.
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You agree that we may use Hyperwallet, Payoneer and other third party
processors, to process and remit customer payments to you.
Hyperwallet's processing services are subject to the
Hyperwallet Terms of Service
and the
Hyperwallet Privacy Policy
.
Payoneer’s processing services are subject to the Payoneer
Global Bank Transfers Terms of Use and the Payoneer Privacy Policy . Other payment
processors may have terms that apply to you in connection with their processing services.
By using the Covered Services, you consent to the applicable terms of the third party
processors that process and remit customer payments to you.
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Any voluntary tip the customer adds to an order is remitted to you
as part of the payments described above, unless you are using ezDispatch.
If you are using ezDispatch, any voluntary tip the customer adds
is retained by the delivery provider.
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Whichever party, directly or through its payment processor(s),
processes payments received from customers will bear
any loss relating to fraud or non-payment, unless the loss is a
direct result of the negligence or misconduct of the other party
or the other party's personnel or agents.
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In addressing customer service issues, we may provide monetary
compensation to customers. If we determine you are responsible
for an issue, we may deduct this compensation from the payments
remitted to you. We will provide you notice of any deduction,
and you can contact us if you disagree with the deduction or
have any questions.
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If any orders are in dispute, we may withhold payment on those orders.
We resolve all disputes as quickly as possible.
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If ezCater receives notice pursuant to Section 9-406 of the Uniform Commercial Code of
any state from a claimed assignee of your interest in any payments owed by ezCater to
you that reasonably identifies the rights assigned, then ezCater may act in compliance
with such notice and make payments to the claimed assignee to discharge your
obligations to such assignee, in each case without further investigation or notice.
* For the avoidance of doubt, ezCater is not a regulated financial institution, and we work with our
banks and payments processors to facilitate the transmission of funds in connection with the
Covered Services. To the extent we are in receipt of funds payable to you in connection with the
Covered Services, you acknowledge and agree that such funds are transmitted to us, as your
payment collection agent, solely for the limited purpose of accepting and processing payments
from the customer. The delivery of the payment by the customer to us acting as your agent shall
satisfy the customer’s obligations to you (except for the customer’s obligations in the event of a
chargeback or other payment reversal). Once such payment is received by us on your behalf, you authorize us to, ourselves or through a
third party, (i) electronically credit the funds into the bank account designated by you, or (ii) make payment
to you by check. In the event that we do not remit any such amounts, you will have recourse only
against us and not the customer directly.
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| 4. Taxes |
For Marketplace, ezOrdering, ezDispatch, Direct Entry, and Relish Services:
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Many states have adopted marketplace facilitator laws that obligate
us to remit certain taxes in those states. The type of tax we remit
varies from state to state depending on the state’s marketplace
facilitator law(s) and tax collection practices.
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The taxes we may remit to the states may be any combination of
state sales tax, state-administered local sales tax, and state-administered
meals tax, and other related fees. We do not remit any locally-administered taxes, including
meals tax that is locally-administered, anywhere. Please visit
https://www.ezcater.com/company/tax-remittance/
for more details on a state-by-state level.
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We will include in your payments any taxes that we do not remit, and
you agree that you remain responsible for remitting those taxes
correctly to all appropriate agencies.
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Some states have a marketplace facilitator law that allows the
marketplace facilitator and marketplace seller to contractually
agree that the marketplace seller bears responsibility for remitting
the applicable taxes. You and we agree that for any taxes we do
not remit in those states, you remain responsible for remitting
those taxes correctly to the appropriate agencies in those states.
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For orders placed under a tax exemption, we will present you with tax exemption
certificates, as provided by customers, for review at the time of order acceptance. You are
responsible for confirming the accuracy of tax exemption certificates prior to accepting
orders. Acceptance of an exempt order will indicate that you also accept the tax exemption
certificate as presented. We will maintain tax exempt certificates in our databases for your
convenience and reference, but do not guarantee their validity.
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In the event we are subject to an audit relating to taxes on your
ezCater orders, you will provide us (at your expense) any reasonable
assistance we request for the audit, such as providing evidence to
demonstrate that you paid and filed taxes which you are responsible for remitting.
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If you have any questions or concerns about our tax procedures
please reach out to taxteam@ezcater.com
for assistance.
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As laws and practices regarding tax remittance change, we will
use commercially reasonable efforts to modify our tax remittance
procedures such that you and we come timely into compliance with
any new laws or practices (e.g., updating tax rates to reflect
any rate changes that take effect). If you have a question relating
to any changes to our tax procedures, please reach out to
taxteam@ezcater.com within
30 days following the first order you receive after such change has taken place.
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| 5. Timeliness |
For Marketplace and ezOrdering Services:
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You agree to respond to orders sent to you during your normal business
hours within 15 minutes of receipt.
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If an order is sent to you outside your normal business hours, you
agree to acknowledge the order within 15 minutes after the start
of your normal business hours the following business day.
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You agree to prepare orders in accordance with the order details and instructions we provide.
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Both your and our reputations depend on timeliness. You agree to
deliver (or have delivered) orders no more than 15 minutes before
or 5 minutes after the scheduled delivery time.
For Relish Services:
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ezCater, in consultation with each corporate customer that uses Relish, is responsible for
configuring Relish for customers, including determining the number of catering partners
in a customer’s rotation.
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On a weekly basis, ezCater will determine the customer rotations to which you are
assigned, on which days and for which meals, based on mutually agreed upon parameters.
You will receive your weekly schedule no later than the Friday before that week.
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Each Relish order is deemed accepted when you receive it on your schedule from us,
unless you reject the Relish order by notifying us as soon as possible, but in no event more
than 48 hours of receiving the schedule.
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Customer personnel may order individual meals up until a designated cut-off time mutually
agreed upon by you and ezCater.
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When determining schedules, we give preference to catering partners who deliver on time,
properly label meals, follow all applicable Operating Procedures, and receive positive
ratings. ezCater may remove you from any customer’s rotation at any time.
For ezDispatch Services:
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You agree to have the food ready for pickup no more than 15 minutes
before or 5 minutes after the scheduled pickup time.
For Direct Entry Services: Does not apply
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| 6. Customer Service |
For Marketplace, ezOrdering, ezDispatch, and Relish Services:
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We expect to address all questions, changes and issues relating
to orders. Our customers also expect that of us.
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You agree to not reach out to customers directly. If a customer
contacts you with an order question, change or issue, you agree
to direct them to us.
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You agree to work with us to address any customer service issues
we cannot address on our own. This may include monetary compensation
for customers as described above.
For Direct Entry Services:
- You are responsible for all customer service and any undisputed monetary compensation.
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| 7. Sharing Customer Data; Use of Customer Data |
For Marketplace, ezOrdering, and Relish Services:
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We may collect certain data from customers when they place Marketplace, ezOrdering, and
Relish orders with us.
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For all orders, we provide you the information needed to fulfill
and deliver the order, such as the food details and delivery address
and time. We do not provide the customer’s last name or contact
information for Marketplace orders.
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If you use ezOrdering, for ezOrdering orders and Marketplace orders
placed by your ringfenced customers, we also provide you the customer
name and contact information we receive, to the extent permitted.
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You agree to use and maintain the information we provide you to
market to these customers in accordance with applicable law, the
terms of the Agreement, and your privacy policy.
For Direct Entry Services:
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You may input certain customer information related to orders
you enter using Direct Entry (such as name, contact information
and whether the orders were taken by phone or walk-in).
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You are the owner of information entered using Direct Entry. You
agree we may use this information solely to provide the Covered
Services, for our internal business purposes, and/or to
encourage those customers to place orders through your
ezOrdering link(s) (if any). Our internal business purposes
include analyzing Direct Entry data relevant to our business
such as ordering trends, creating and sharing business insights
from the data, and improving our products and services. We will
not use this information in a way that would allow a third party
to identify you or any of your Direct Entry customers. In
addition, we will not use the contact information you enter in
Direct Entry to promote the Marketplace or any other catering
partners.
For ezDispatch Services: Does not apply.
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| 8. Feature Testing |
From time to time, we add, remove, or alter features in ways that
we believe will improve our services. Sometimes these changes are
visible to only a subset of our users. Please contact us at any time
that you wish to discuss changes that you are seeing.
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| 9. Support for You |
For Marketplace, ezOrdering, ezDispatch, Direct Entry, and Relish Services (and any other reason)!
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