EXPRESS AGREEMENT – ADDITIONAL TERMS AND CONDITIONS
These Additional Terms and Conditions and the Express Agreement (collectively, this “Agreement”) are entered into by and between the Hotel and the Group as such terms are defined in the Express Agreement. All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the Express Agreement.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state and country in which the Hotel is located.
Dispute Resolution: The parties agree to use good faith efforts to resolve any disputes by submitting them to their senior representatives. If the parties are unable despite such negotiations to resolve a dispute, then the dispute will be resolved in a court of competent jurisdiction in the city in which the Hotel is located (or closest available location).
Attorney’s Fees and Costs: The parties agree that the prevailing party in any court proceeding arising out of or related to this Agreement will be entitled to recover an award of its reasonable attorney’s fees and expert witness fees, costs and pre and post judgment interest at the highest available legal rate. The parties further agree that if the Hotel must retain counsel or initiate arbitration or legal action to collect of any monies owed to the Hotel by Group under this Agreement, whether or not a court action is filed, the Hotel will be entitled to recover its reasonable attorney’s fees incurred in such efforts to collect.
Compliance With Laws: Each party agrees to comply with all applicable laws and regulations related to the Event that is the subject of this Agreement, including without limitation, health and safety codes, anti-terrorism, anti-corruption, anti-money laundering laws and regulations, and fire regulations. Each party agrees to cooperate with the other party and any relevant government authority to ensure compliance with such applicable laws and regulations. Group expressly acknowledges and agrees that Hotel’s ability to perform under this Agreement is subject to Hotel’s compliance with all applicable laws. In addition to any other legal rights and remedies available to the Hotel under applicable laws, the Hotel may cancel the Event and this Agreement without liability to anyone if the Hotel reasonably believes it is necessary to do so in order for the Hotel to comply with the Hotel’s obligations under all applicable laws or regulations.
Guest Reservation Information: If you request that Hotel provide you and/or your representative(s) with access to guest reservation information pertaining to guests who have reserved rooms at the Hotel as part of the Room Block established pursuant to this Agreement, then you certify that you have already obtained, or will obtain, consent from each of your attendees for the Hotel or Hilton Domestic Operating Company Inc. (“Hilton”) to provide to you and/or your representative(s) such attendee’s reservation information, and you further agree to reimburse Hotel and Hilton for any costs, damages, fees or expenses of any kind arising from any claim(s) by an attendee relating to the Hotel’s or Hilton’s disclosure of any attendee’s reservation information.
Transmission and Use of Guest Data: The Hotel handles guest personal information in a manner consistent with Hilton’s Global Privacy Statement. The Hotel is committed to collecting, protecting, and using personal information in a reasonable manner in accordance with laws applicable to the Hotel, including the European Union’s General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”). Pursuant to GDPR, each party acts as an independent “Data Controller” with respect to its processing of personal information in connection with this Agreement, and each party will comply with its respective obligations as such. To the extent that either party provides personal data to the other party pursuant to this Agreement, the party supplying the personal data confirms that it has consent or another legal basis to provide the personal data to the receiving party.
Promotional Considerations: Hotel has the right to review and approve any advertisements or promotional materials in connection with Group’s Event that specifically reference the name of the Hotel or a name or logo owned by Hilton. Group agrees that Hotel may share Group’s Event and event planner information with Hotel’s third party providers who offer support services to groups holding meetings/functions at the Hotel, including audio/visual services, decorators, florists, and others as applicable.
Damages To Hotel: To the fullest extent permitted by law, Group assumes full responsibility for any damage done to Hotel premises and property during Group’s Event (reasonable wear and tear excepted), but only to the extent such damage is caused by Group, Group’s employees, guests, agents, or contractors, including any damage done resulting from the installation, placement, and removal of Group’s displays, equipment, exhibits, or other items.
Cancellation For Cause: In addition to any other legal rights and remedies available to the Hotel under applicable laws, we may cancel your Event and the Express Agreement without liability for cause, including but not limited to, if advance payments or deposits are not paid on a timely basis. If we cancel your Event for cause, then we will be entitled to the full cancellation fees as provided in the Express Agreement.
Successors and Assigns: The commitments made by each party will be binding on their respective successors and assigns. Group may not transfer or resell Group’s rights under this Agreement to any unrelated third party (including any third party room reseller) for any purpose, including but not limited to, reselling cancelled or unused portions of the Room Block or reselling contracted meeting/function space.
Severability; Non-Waiver: Any provision in this Agreement that is held to be illegal or unenforceable in any jurisdiction shall be ineffective to the extent of such illegality or unenforceability without invalidating the remaining provisions and any such illegal or unenforceable provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. Either party’s failure to enforce any term or condition of this Agreement does not waive that party’s right to enforce that or any other term or condition at any time.
Entire Agreement; Amendments: This Agreement constitutes the entire agreement between the parties with respect to the Event and supersedes any previous agreements, communications, representations or agreements, whether written or oral. Any amendments to this Agreement must be made in writing and signed by an authorized representative of each party; provided, however, that your final guarantee of attendance for your catered functions may be made by phone. Signatures sent or received by email with a scanned document with signature attached or by facsimile transmission will be considered as enforceable and valid as an original signature by the party signing. The effective date of communications between the parties will be determined as follows: (i) communications sent via first class mail (or local equivalent) or private mail delivery service or email will be effective as of the date sent; and (ii) communications sent via facsimile will be considered effective as of the date and time on the facsimile confirmation sheet retained by the sender. Emails, including emails that bear an electronic “signature block” identifying the sender, do not constitute signed writings for purposes of this Agreement.
Origin of Funds (Applicable Only For Events in Colombia or Peru): You hereby represent and warrant that the funds used in connection with any and all payments under the Agreement or any portion thereof are not derived from illicit activities, including but not limited to fraud, drug dealing, corruption, terrorism, as provided by the laws of the country in which the Hotel is located.
Stamp Tax (Applicable Only for Events in Argentina): In accordance with the laws of Argentina, the Hotel understands that when two parties execute a contract, the parties may be required to pay a “stamp tax” to the appropriate local tax authorities. The stamp tax due is determined at the time of contracting and is calculated on the economic value of the Agreement. Both Hotel and Group will pay an equal share of the stamp tax amount to the tax authorities in accordance with the applicable law. Please contact the Hotel for further information regarding this tax requirement.
Last Revised 11 May 2020