Terms of Service

1. Agreement to these terms

These Terms of Service form an agreement between you and Oak & Ember Kitchen LLC. By visiting this website, sending an enquiry, or engaging us for work, you accept these terms. If you do not accept them, please do not use the site or engage our services.

Where you sign a separate written proposal, scope of work or service agreement with us, that document governs the specific engagement. These terms apply alongside it, and where the two conflict on a particular point, the signed document controls.

2. Using this website

The content on this site is provided for general information about our services. It is not professional advice, and no client relationship is created by reading it or by sending an enquiry.

You agree not to use this website to attempt unauthorised access to any system, to introduce malicious code, to scrape content for commercial reuse, to copy substantial portions of the site for a competing service, or for any unlawful purpose. We may withdraw or change any part of the site at any time without notice, and we do not guarantee uninterrupted availability.

3. Our services

We provide commercial kitchen design, restaurant and bar concept design, equipment sourcing and fit out coordination, kitchen and restaurant management, menu engineering and culinary consulting, and consulting, training and compliance work. Services are delivered from our office in Waco, Texas and on client premises.

We are a design and management studio. We are not a licensed architect, structural engineer, general contractor, employment agency, accountancy practice, or law firm, and nothing we provide should be treated as architectural certification, structural engineering, legal advice, tax advice or an audit. Where your project needs any of those, we will tell you and can introduce suitably qualified professionals.

4. Engagement, scope and changes

Work begins when you accept a written proposal or scope of work and, where required, pay the opening instalment. The proposal sets out the deliverables, the timeline, the fee and any assumptions on which the fee depends.

If you ask for work outside the agreed scope, or if an assumption in the proposal turns out to be wrong, we will describe the effect on the fee and the timeline in writing and wait for your approval before proceeding. We do not carry out additional chargeable work without that written approval.

Timelines in a proposal are good faith estimates. We are not responsible for delays caused by contractors, suppliers, permitting authorities, utility companies, weather, or a client's own decision cycle.

5. Fees, invoicing and payment

• All fees are in United States dollars and are exclusive of applicable taxes.
• Monthly retainers are invoiced on the first working day of each month and are payable within 14 days.
• Project work is invoiced 50 percent on signature and 50 percent on delivery, unless the proposal sets out stage payments.
• Retainers carry the minimum term stated in the proposal. Foundation is three months, Momentum is six months, and Authority is twelve months.
• Travel beyond 120 miles of Waco, accommodation and any agreed disbursements are charged at cost and only where agreed in writing beforehand.
• Card payments carry the processing fee at cost. Bank transfer carries no additional charge.

Invoices unpaid after 30 days may attract interest at 1.5 percent per month or the maximum rate permitted by Texas law, whichever is lower. We may suspend work on written notice while an invoice is more than 30 days overdue, and we will not withhold documents you have already paid for.

6. Client responsibilities

The quality of our work depends heavily on what you give us. You agree to:

• Provide accurate and complete information about the venue, the trading position and the budget
• Give us safe access to the premises at reasonable times
• Nominate one decision maker who can approve drawings, specifications and spend
• Respond to approval requests within a reasonable period, since delayed approvals move delivery dates
• Hold the licences, insurances and permissions required to operate your business
• Pay suppliers, contractors and staff directly, since we do not act as principal for those costs
• Comply with all applicable food safety, employment, health and safety and licensing law in your jurisdiction

7. Third parties, permits and construction

Where we coordinate contractors, installers or suppliers, we do so as your agent for coordination purposes only. Those parties contract directly with you, are paid by you, and are responsible for their own work, warranties, insurance and licensing. We are not liable for their acts, omissions, delays, defects or insolvency.

Obtaining permits, licences and inspections is your responsibility. Our drawings are prepared to support that process and to reflect the codes we understand to apply, but authorities interpret codes and we cannot guarantee any particular decision by an inspector or licensing body.

8. Independence and no commission

We accept no rebate, commission, kickback, referral fee or comparable benefit from any equipment manufacturer, dealer, distributor or supplier in connection with a client project. Our income from a project is the fee you pay us. This commitment is a term of our agreement with you and you may ask any supplier we recommend to confirm it.

9. Intellectual property

All content on this website, including text, layout, graphics and code, belongs to Oak & Ember Kitchen LLC and may not be reproduced without written permission, other than ordinary browsing, printing and quoting with attribution.

For client work, on full payment of the fees due for a deliverable, you receive a perpetual, non exclusive licence to use that deliverable for the venue it was prepared for, including for construction, operation, refurbishment and sale of that business. We retain ownership of the underlying drawings, models, templates, cost models, training materials and methods, and we may reuse our general knowledge, techniques and systems on other projects.

Deliverables prepared for one venue may not be reused for a second site without a further licence, which we grant on reasonable terms. We may show completed work in our portfolio and describe it in general terms, unless you tell us in writing that you would prefer we did not, in which case we will not.

10. Confidentiality

Each party agrees to keep the other's confidential information in confidence, to use it only for the engagement, and not to disclose it to anyone who does not need it for the engagement. Confidential information includes recipes, concepts, financial figures, supplier terms, site locations and business plans.

These obligations do not apply to information that is already public through no fault of the receiving party, was already lawfully held, is independently developed, or must be disclosed by law. Confidentiality survives the end of the engagement for five years, and indefinitely for recipes and trade secrets.

11. Cancellation and suspension

After the minimum term is served, either party may end a retainer by giving 30 days written notice. Project work may be cancelled at any time in writing, in which case you pay for work completed to that point plus any non recoverable commitments we have made on your instruction.

Either party may end an engagement immediately if the other commits a material breach that is not put right within 14 days of written notice, becomes insolvent, or asks the other to act unlawfully. On termination we will hand over deliverables paid for in full, along with your own documents and data.

12. Warranties and disclaimers

We warrant that our services will be performed with the reasonable skill and care of a competent hospitality design and management studio. That is the whole of our warranty.

We do not warrant any particular commercial outcome. Restaurants, bars and kitchens are affected by location, weather, economy, staffing markets, competition, ownership decisions and chance. Cover counts, cost reductions, margin improvements, timelines and figures shown on this website or in a proposal are illustrative estimates based on comparable projects, and they are not promises or guarantees of results for your business.

Other than as stated in this section, and to the fullest extent permitted by law, all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose, are excluded. This website is provided on an as is basis.

13. Limitation of liability

To the fullest extent permitted by Texas law, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost goodwill, lost business opportunity or business interruption, however caused.

Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort, negligence or otherwise, is limited to the total fees actually paid by you to us under that engagement in the 12 months preceding the event that gave rise to the claim.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

14. Indemnity

You agree to indemnify Oak & Ember Kitchen LLC, its members and its personnel against claims, damages and reasonable costs arising from your operation of your business, your employment of staff, your failure to obtain required permits or licences, your breach of these terms, or your use of a deliverable at a site or in a manner other than the one it was prepared for.

15. Governing law and disputes

These terms and any engagement are governed by the laws of the State of Texas, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in McLennan County, Texas.

Before starting proceedings, the parties agree to raise the issue in writing and to attempt in good faith to resolve it by discussion within 30 days, and then, if that fails, to attempt mediation in Waco, Texas. This does not prevent either party from seeking urgent injunctive relief.

16. General terms and contact

• Entire agreement. These terms together with a signed proposal form the whole agreement on their subject matter.
• Severability. If any provision is held unenforceable, the rest remains in force.
• No waiver. A failure to enforce a term is not a waiver of it.
• Assignment. Neither party may assign an engagement without the other's written consent, which will not be unreasonably withheld.
• Force majeure. Neither party is liable for delay caused by events beyond reasonable control, including natural events, utility failure, public health measures and supply chain interruption.
• Independent contractor. We act as an independent contractor. Nothing creates a partnership, joint venture or employment relationship.
• Changes. We may update these terms and will post the revised date at the top. Changes do not affect a signed engagement already under way.

Oak & Ember Kitchen LLC
3128 Reuter Ave, Waco, TX 76708, United States
Email: order@oakember.kitchen
Telephone: +1 539 230 9038