These Additional Terms and Conditions and the Free Sell Agreement, each hereby made a part hereof (collectively, the “Agreement”) is entered into by and between the Hotel and the Client as such terms are defined in the Fee Sell Agreement. All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the Free Sell Agreement. For the entire term of your use and occupancy of the Hotel premises during your Event, you shall comply with all of the requirements set forth herein.
Hilton Worldwide may modify any of these Additional Terms and Conditions at any time in its sole discretion. Notification to the Client of any change by email or by posting a notice on this web site of the date of such modification, at Hilton Worldwide’s sole option, shall be considered sufficient notice to the Client of such modification. The Client’s continued performance of the Client’s obligations following notice of a modification will constitute binding acceptance of the modification.
DEFINITIONS USED IN THIS FREE SELL AGREEMENT
Arrival Date means the first date that you will arrive at the Hotel for the Event, as specified in the Free Sell Agreement.
Client, You, you or your means the person or legal entity responsible for commissioning and payment of applicable charges related to the Event, as specified in the Free Sell Agreement.
Event means the booking using a portion of our bedrooms, specific details of which are set forth in the Free Sell Agreement.
Free Sell Agreement means the portion of this agreement that sets out the details of the Event (as produced by our appropriate C&E sales system, e.g. GEM, Delphi, C&B Database).
Free Sell Agreement Issue Date means the date that this agreement is sent by us to you, as set forth in the Free Sell Agreement.
Event Planner means the person designated in the Free Sell Agreement who is the event planner, meeting planner, travel agent, or professional conference organiser that performs services that result in you booking business at the Hotel and who is eligible to receive the Event Planner Bonus as set forth in the Free Sell Agreement.
Hilton Worldwide means Hilton Worldwide, Inc.
Hotel, we, our or us means the entity who owns the Hotel where the Event will take place, as set forth in the Free Sell Agreement.
Planner means the meeting planner, travel agent, professional conference organiser or other agency as designated in the Free Sell Agreement that performs services that result in you booking business at our Hotel, and who is eligible to be rewarded by us with the commission payment as set forth in the Free Sell Agreement.
A – TOTAL NUMBER OF BEDROOM NIGHTS RESERVED
Bedroom accommodation allocations, room types, rates and release dates (where appropriate) are set out in the Free Sell Agreement.
All bedroom rates are quoted inclusive of buffet breakfast and inclusive of applicable national and local taxes, unless stated otherwise in the Free Sell Agreement.
Currently, national and local taxes on bedroom rates are prevailing rate. Please note that bedroom rates of tax are subject to change and you will be responsible for payment of taxes applicable at the time of your Event (as well as any bedroom rate increases resulting from tax increases)
- OPTION DATE: We reserve the right to release your tentatively reserved Room Block, or to review our rates, if we do not receive your signed Free Sell Agreement by the applicable due date. No cancellation fee shall apply in such circumstances. If other enquiries are received for the same dates of your proposed Event, we may contact you earlier for confirmation, at our sole discretion.
- RESERVATION METHOD (APPLICABLE FOR BEDROOM ONLY)
- 2.1. All the bedrooms provided for in your Room Block will be reserved for you upon signing and returning this agreement to us. Reservations may be made either directly by your attendees via the Internet using the Personalized Online Group (POG) Web Page (please visit http://www.hilton.com/GroupPage to create your POG Web Page at least 7 days prior to when housing is scheduled to open); or via a rooming list. If you intend to use a rooming list, please contact your designated event manager and request an Excel template to create your rooming list.
- 2.2. Hilton Worldwide offers direct download into many hotel reservation systems using RAPID! (Reservation Automated Processing Input and Delivery). Please contact your designated event manager to determine if RAPID! is available for your Event.
- 2.3. We reserve the right to charge an administrative charge for rooming lists that are received after the date noted above. If you fail to provide such rooming lists to us by such date, you may continue to hold the bedrooms by making advanced payment in full of the Total Room Block. If you fail to either provide such rooming lists or make advanced payment in full of the Total Room Block by such date, we will be entitled (but not obliged) to release all or any such unconfirmed rooms in our sole discretion.
- 2.4. Your advance payments and deposits will be refunded by us to you within 30 days after completion of your Event if bedrooms you paid for in advance were later paid for by your attendees.
- 2.5. Hilton Worldwide’s online Guest List Manager (GLM) allows groups to view and manage guest lists as well as view room count summaries for their room block. Please contact your designated event manager to determine if your Event is eligible for GLM.
- 2.6. If you request that we provide you and/or your representative(s) with access to guest reservation information pertaining to your attendees who have reserved rooms at our Hotel as part of your Room Block, then you certify that you have already obtained, or will obtain, consent from each of your attendees for our Hotel or Hilton Worldwide to provide to you and/or your representative(s) such attendee’s reservation information, and you further agree to reimburse us and Hilton Worldwide for any costs, damages, fees or expenses of any kind arising from any claim(s) by an attendee relating to our or Hilton Worldwide’s disclosure of any attendee’s reservation information to you and/or your representative(s).
- EARLY CHECK OUT FEE
- 3.1. In the event that an attendee who has requested a room within your Room Block checks out prior to the attendee’s reserved check-out date, we will charge an early check-out fee of the full length of stay. Attendees wishing to avoid an early check-out fee should advise us at or before check-in of any change in planned length of stay. We will inform attendees of the early check-out charge upon check-in and we request that you also inform your attendees of the charge.
- 3.2. Check-in time and check-out time are indicted on the Free Sell Agreement. Early check-in and late check-out are subject to availability and approval by our Front Desk. If guests require access to rooms prior to the established check-in time, the rooms must be reserved for the previous evening at a negotiated rate.Our Front Desk can arrange to check baggage for those arriving early when rooms are unavailable. If late check-out is required, one-half the applicable rate per room will be charged until 6:00 p.m. For check-out after 6:00 p.m., a negotiated rate will apply. Attendees wishing to avoid a late check-out fee should advise us at check-in of any need for an extended check-out time.
- TERMS OF PAYMENT
- 4.1. As a condition for Hotel to accept your credit card as an approved form of payment for your master account charges, you agree to abide by the dispute resolution procedures described in this agreement below, which require that any disputes that you may wish to raise with respect to any master account charges must first be addressed directly by you and the Hotel, in which case the parties agree to work in good faith to resolve any such disputed invoices in a timely manner. For the avoidance of doubt, you agree that you will not avail yourself of your credit card issuer’s procedures for receiving a temporary credit for disputed charges arising from your credit card transactions with us (commonly referred to as a “chargeback”).
- 4.2. We reserve the right to check your credit status at any time before the commencement of the Event, and we reserve the right to increase the amount of deposits and/or pre-payments should there be a negative change in your financial status. You expressly consent to our conducting any such credit checks.
- 4.3. Accounts 30 days past due will be charged interest at a rate of 4% above the Westpac base rate (or any local base rate equivalent) per month or the maximum rate allowable under applicable law or regulation (whichever is lower). If any charges are disputed in good faith, then you agree to pay us all undisputed amounts within 30 days of invoice date. The parties will then agree to work in good faith to resolve the disputed invoiced charges in a timely manner, and you agree to pay the remainder immediately upon resolution of the dispute.
- COMMISSION(APPLICABLE TO AGENTS ONLY)
- 5.1. Unless specifically mentioned otherwise in the Free Sell Agreement, we will only pay commission to those agencies who are certified members of IATA, TIDS or HBAA (or similar bodies). Commission will be paid on the bedroom rate (exclusive of any rebates, housing company fees or other subsidy) for each bedroom actually occupied and paid for by you or your attendees that was reserved as part of your established Room Block at the special group rates as specified in the Free Sell Agreement. For the avoidance of doubt, no commission payments will be earned by the Planner based on cancellation damages or no-show charges.
- 5.2. The applicable commission that the Planner is eligible to receive for your Event is specified in the Free Sell Agreement. Commission will be paid only to the designated Planner, unless before the commencement of the Event, we receive notice in writing signed by you and the designated Planner that the commission is to be paid to some other person or entity.
- 5.3. Unless specifically mentioned otherwise in the Free Sell Agreement, commission will be paid in a single payment but only after we receive full payment for the Event as well as a valid commission invoice. For the avoidance of doubt, we have no obligation to take any action to collect funds to be paid as commissions.
- 5.4. You (and the Planner if the Planner is signing this Free Sell Agreement on your behalf) agree to take full responsibility for determining whether disclosure of the commission is required and for making such disclosure if it is required. You (and the Planner if the Planner is signing this Free Sell Agreement on your behalf) further agree to reimburse us for any fees, costs, liabilities or expenses that we incur should any person claim disclosure was insufficient.
- 5.5. If no travel agent/meeting planner/professional conference organiser is specifically identified in the Free Sell Agreement, then you acknowledge that all terms and conditions with regard to the Event have been negotiated directly between you and us. If following the final execution of this agreement you elect to retain the services of a travel agent/meeting planner/professional conference organiser in order to provide services to you in support of your Event, then you acknowledge and agree that any such retention will be solely at your election and all compensation owed to such travel agent/meeting planner/professional conference organiser shall be paid solely by you.
- 5.6. For the avoidance of doubt, you agree that the commission agreed to in the Free Sell Agreement is for the benefit of the Event set out in the Free Sell Agreement only and cannot be used by you to create a binding precedent for future events at our Hotel or at any other hotel operating within the Hilton Worldwide portfolio of hotels.
- GOVERNING LAW AND DISPUTE RESOLUTION
- 6.1. The parties agree to use their commercially reasonable efforts to informally and timely resolve any dispute concerning any matter related to this agreement by presenting the dispute to senior representatives of each party for their discussion and possible resolution in the order set forth herein; provided, however, a dispute relating to infringement of intellectual property rights shall not be subject to this provision. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If within a period of thirty (30) calendar days after submission of a disputed matter in accordance with this clause, the respective senior representatives are unable to agree upon a resolution of such dispute, then either party may give notice to the other party of its intention to pursue arbitration.
- 6.2. Arbitration of disputes arising out of or in connection with this agreement shall be resolved in the jurisdiction in which the Hotel is located under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The arbitration shall be conducted in English and this agreement will be governed by and interpreted pursuant to the laws of the jurisdiction in which the Hotel is located.