Terms and Conditions for Tour Group Operators

 

LAST REVISED 23 JULY 2018

 

1. These Terms and Conditions for Tour Group Operators, together with Hilton’s “Global Privacy Statement” (located here: http://www1.hilton.com/en_US/hi/customersupport/privacy-policy.do) (collectively, the “Conditions”) shall apply to any stay at a Hotel owned, managed, leased or operated by Hilton Domestic Operating the Operator Inc. (“Hilton”) or one of its affiliates by an individual (“Guest”) as part of a booking (“Group Booking”) made by the group operator (“Operator”) as  set forth in the applicable Hilton Group Tour Contract (the “Agreement”). “Hotel” means the entity that owns or operates the premises where the Group Booking will take place, as set forth in the Agreement.  The Conditions may only be modified by variation in writing signed on behalf of Hotel and no other conditions shall apply to any Group Booking (except that the Conditions are subject to change from time to time by Hilton in accordance with the terms stated therein). For clarity, the Operator understands and agrees that Hilton does not limit the right of an independently owned and operated Hilton franchised hotel to set selling prices or terms and conditions of sale. Further, franchised Hotels may independently elect whether to utilize the Agreement when contracting with the Operator.

2. The Operator must inform Hotel at the time of entering into this Agreement of the details of the Operator’s organisation, including its address and the name of the relevant individual at the organisation to whom Hotel’s invoices should be sent. All Group Bookings are subject to acceptance by Hotel and are subject to availability. The Operator shall be responsible for all errors, omissions or inaccuracies made in completing the Group Booking.

3. The Operator must inform Hotel at the time of entering into this Agreement of the details of the Operator’s organisation, including its address and the name of the relevant individual at the organisation to whom Hotel’s invoices should be sent. All Group Bookings are subject to acceptance by Hotel and are subject to availability. The Operator shall be responsible for all errors, omissions or inaccuracies made in completing the Group Booking.

4. Hilton/Hotel does not sign Operator contracts and any Operator terms and conditions are overridden by this Agreement unless otherwise agreed in the Agreement remarks.

5. Hotel reserves the right to refuse entry to, and remove any Guest from, the Hotel and accommodation at the Hotel if any Hotel authorised employee considers, in his or her reasonable opinion, that the Guest is under the influence of drink or drugs, is unsuitably dressed or is behaving in a threatening, abusive or otherwise unacceptable manner.

6. Hotel agrees that it will, at all times, provide the service of a hotelier to the Operator and Guest with reasonable skill and care and will provide the same level of hospitality and recognition to Guests as it does to any other guests at the Hotel.

7. The Hotel will review the Operator’s productivity and materialisation on a quarterly basis. Failure to achieve a minimum of 60% materialisation may result, in the Hotel’s discretion, in a review of future dates contracted and Group Bookings may be cancelled.  In such circumstances, the Operator will provide all such reasonable assistance as the Hotel may require in respect of the cancellation of the relevant Group Bookings (e.g., help in contacting the prospective Guest(s) and in handling inquiries).

8. The rates quoted in this Agreement are only for the sale of packaged, individual rates by the Operator. Static package rates (not directly connected) may not be used online. The Guest may request additional nights to be added to the Guest’s package, which may be offered by Hotel to the Guest in Hotel’s discretion at then-available rates.  The Operator may not offer these package rates as room-only inventory in any manner (e.g., room, tax and/or fees listed separately). The prices for each of the Operator’s tour package components shall not be itemized for, disclosed to or discernible by the Guest at any time (including but not limited to billing statements) and the Operator must not provide functionality that would permit Guests to strip the package down to view hotel room rates separately at any time. If the Hotel becomes aware of any violation of this section, the Hotel may immediately terminate this Agreement without incurring any liability to the Operator for contracted rooms or rates. Furthermore, the Operator agrees to indemnify Hilton and Hotel for any loss or damage arising from the Operator’s breach of this Section 8.

9. Except as expressly set forth in the Agreement and these Conditions, the Operator acknowledges and agrees that this Agreement does not otherwise permit the Operator to sell or re-sell any rooms in Hilton hotels in any way, or to display any other information about Hilton or its owned, managed, leased, licensed and/or franchised hotels, including without limitation room prices or terms of distribution. The Operator understands and agrees that with respect to any allotment, the Operator would be assisting the Hotel by helping the Hotel to sell the allotment of rooms that Hotel makes available to the Operator and only in the manner described in this Agreement.  The Operator is not authorised to release these package rates to any other individual or entity, including but not limited to, internet booking/electronic distribution systems. The package rates and this Agreement are non-transferable and non-assignable by the Operator.

10. On occasions due to unanticipated circumstances, the Hotel may not have rooms available for all Guests who wish to check-in on a particular night.  While the Hotel will use reasonable efforts to avoid such situation impacting Operator, if any Guest with a confirmed reservation cannot be accommodated by the Hotel, the Hotel will provide the following:

• Accommodation paid by the Hotel at a comparable hotel as close as possible for the each night that the guest is displaced from the Hotel.
• One complimentary round trip ground transportation between the Hotel and the alternate hotel.
• Operator will receive credit for any Guests displaced toward achieving Operator’s production numbers for purposes of this Agreement.
• If a room becomes available at the Hotel for the displaced Guest and the Guest elects not to return to the Hotel, the Hotel will have no further obligations under this clause.

11. The Operator shall indemnify, defend and hold harmless Hotel and Hilton from and against any and all claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorney’s fees) (“Claims”), but only to the extent caused by:

(i) a violation or breach of any of the terms or conditions of this Agreement by the Operator or the Operator’s employees, agents or contractors; or

(ii) the services provided by the Operator or the Operator’s employees, agents or contractors hereunder, or any related act or failure to act by the Operator or the Operator’s employees, agents, or contractors.

                Nothing in this section shall require the Operator to indemnify Hilton or the Hotel from that portion of any Claim that has been caused by the negligence or wilful misconduct of Hilton or the Hotel, or the breach by the Hilton or the Hotel of any of the terms or conditions of this Agreement, or the breach of any law or regulation by Hilton or the Hotel, or from the guest/host relationship between Hilton or the Hotel and any Guest. For the avoidance of doubt, the Operator is not responsible for and assumes no liability for lodging accommodation related services that the Hotel provides or fails to provide to any Guest.

                Notwithstanding the foregoing, the Operator remains fully liable for all loss or damage caused by any employee or agent or contractor of the Operator, including but not limited to loss or damage to any part of the Hotel premises or to any fixtures or fittings or equipment at the Hotel or otherwise belonging to or under the control of Hotel, or in connection with the personal injury to or death of any person.

12. During the term of this Agreement, Operator shall procure and maintain at Operator’s expense policies of insurance reasonably commensurate with all activities arising the services Operator is are providing under this Agreement, including but not limited to general liability insurance with limits not less than USD$1,000,000 per occurrence (including contractual, products liability and worldwide jurisdiction). Hotel agrees to maintain general liability insurance with limits not less than USD$2,000,000 per occurrence, covering liability for personal injury, property damage, liquor liability, and automobile liability, as well as Workers Compensation insurance per applicable laws and Employers Liability insurance. Upon written request, each party shall make evidence of coverage available to the other party. For hotels that participate in Hilton’s general liability insurance program, proof of such insurance coverage is satisfied by Hilton’s Memorandum of Insurance available at: http://www.marsh.com/moi?client=0291. The Hotel can confirm whether they participate.

13. Each party agrees to comply with all applicable laws and regulations related to the Group Booking 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. The Operator expressly acknowledges and agrees that the 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 Hotel under applicable laws, Hotel may cancel the Group Booking and this Agreement without liability to anyone if Hotel reasonably believes it is necessary to do so in order for Hotel to comply with Hotel’s obligations under all applicable laws or regulations by giving written notice (including email notification) to the Operator.

14. Additionally, Hotel may terminate the Agreement without liability and therefore the Group Booking by giving written notice (including email notification) to the Operator if: (i) the Operator is in breach of any of these Conditions; or (ii) the Operator or any of the Operator’s employees, agents, sub-contractors or officers, commit any illegal act, or act in such a way as is likely to adversely affect the reputation of the Hotel or Hilton; or (iii) in the case of an error; or (iv) Hotel determines in good faith that a change in commercial circumstances necessitates the cancellation. In such circumstances, the Operator will provide all such reasonable assistance as the Hotel may require in respect of the cancellation of the relevant Group Booking (e.g., help in contacting the prospective guest(s) and in handling inquiries). For clarity, if the Hotel terminates the Agreement pursuant to this Section 14, then Hotel shall have no obligation to Operator to relocate any guests with confirmed reservations as otherwise set forth in Section 10 above.

15. Hotel and the Operator will 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 Hotel and the Operator for their discussion and possible resolution in the order set forth herein; provided, however, that a dispute relating to infringement of intellectual property rights shall not be subject to this provision. 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 litigation.  All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

16. The Operator acknowledges that Hilton has significant presence in England, needs certainty in enforcement of agreements and that, therefore, to the maximum extent possible, this Agreement shall be governed by and construed in accordance with the laws of England and Wales, excluding any laws regarding the choice or conflict of laws. Any litigation concerning this Agreement or any aspect of the relationship between the Operator and Hilton and/or Hotel shall be submitted to and resolved exclusively by a court of competent jurisdiction in London, England. The parties consent to the jurisdiction of any local, state, or federal court in which an action is commenced and located in accordance with the terms of the section. The parties further agree not to disturb such choice of forum and, if not resident in such jurisdiction, waive the personal service of any and all process upon them and consent that such service of process may be made be certified or registered mail, return receipt requested, addressed to the parties as set forth herein. The parties agree that in the event that any dispute arises in any way relating to or arising out of this Agreement, the prevailing party in any arbitration or court proceeding will be entitled to recover an award of its legal fees and costs, plus pre and post judgment interest.

17. You shall not make or issue any public statement or announcement regarding the fact or the content of your Agreement, except as Hilton and/or Hotel shall agree in writing to such statement or announcement prior to its issuance. You agree that, except as may be required by applicable law or regulation, you shall not use in advertising, publicity or otherwise, any information concerning this Agreement, the trademark, service marks, trade names or company names of Hilton or Hotel, or disclose the terms and conditions of this Agreement without the prior written consent of Hilton.

18. The Operator shall not attempt to use or register any term or phrase, alone or as a part of any other trademark, service mark, or domain name, which is the same as or confusingly similar to any brand, trademark, domain name or keyword of Hilton (collectively, the “Marks”) found by visiting http://hiltondistribution.com/brandprotections.htm [password: “mobley”] (as amended from time to time to reflect Hilton’s new trademarks) (the “Mark Schedule”), and the Operator shall not use any name, term, mark or similar designation that is identical or confusingly similar to any Mark, such as those set forth for reference in the Mark Schedule.   In addition, the Operator will actively apply negative keywords for all of the Marks (and common misspellings thereof) within any internet search engine through which the Operator runs on-line search campaigns.  For the avoidance of doubt, the Operator agrees to add, across all platforms: (i) negative phrase match for each of the corebrand keywords of Hilton listed on the Mark Schedule, (ii) negative phrase match for each of the Marks and common misspellings thereof listed on the Mark Schedule, (iii) negative exact match for Hilton’s combination of terms set forth on the Mark Schedule, and (iv) negative phrase match for unique Hotel property names set forth on the Mark Schedule.  Any keyword violations by the Operator shall be removed within 30 days of Hilton’s notification to the Operator.

19. The Operator may not utilize or distribute software downloads that potentially enable diversions of payments from other third-party intermediaries that provide similar services.  The Operator shall not, without Hilton’s written express prior consent, use any e-mail or search engine marketing to promote Hilton, Hotel or the Operator’s rights hereunder.  The Operator shall not claim to be Hilton or the Hotel in any pay-for-placement and other search engines. The Operator agrees to comply with the requirements of the CAN-SPAM Act of 2003, laws passed by European Union (EU) member states to implement EU Directive 2002/58/EC and its amendments, and other similar legislation in the Operator’s distribution of email that contains messaging regarding this Agreement, Hilton or the Hotel. For clarity, Hilton related content added by the Operator the Operator’s website(s) (i.e., not sourced by Hilton) which influences the Operator’s organic placement on search engines should only be intended for normal course of website operations (including user experience) and not to suggest or imply that the Operator’s website is a Hilton website or gain an unfair competitive advantage over Hilton.

20. Subject to Sections 18 and 19 above, the Hotel hereby gives the Operator the right, solely for the purposes of marketing and obtaining reservations for the Hotel under this Agreement, to use the Hotel name, subject to Hilton’s right to refuse particular uses at any time and from time to time, including without limitation, approval of any and all advertising referencing such marks. Hotel will provide the Operator with the Hotel name or logo and applicable photos of the Hotel for inclusion in the Operator’s tour brochure or voucher. The Operator may not make any alterations to the Hilton logo, or the Hotel’s name, logo or the Hotel photos or use them in any manner or in any materials other than the Operator’s tour brochure and vouchers without Hilton’s prior written approval.

21. Except as set forth in this Agreement, the Operator shall have no rights of any kind with regards to Hilton.com, Hilton’s services, Hilton images, messages, codes, trade names and trademarks, and all other Hilton intellectual property (the “Hilton Intellectual Property“). The Operator agrees to observe Hilton’s exclusive rights as to the Hilton Intellectual Property within all pay-for-placement and other search engines.  If the Operator violates any of the terms of Sections 17 through 20, Hotel may terminate this Agreement in accordance with the termination provisions herein and Hotel reserves the right to charge back, and/or disallow any and all compensation owed to the Operator.

22. Given that the Operator will obtain and/or have access to “Personal Information” (as defined in the Privacy Standards specified below), the Operator agrees to be bound by and comply with the Hilton Privacy and Data Protection Standards for Service Providers set forth at http://www.hiltondistribution.com/privacyanddataprotectionstandards.htm  (the “Privacy Standards”), as such Privacy Standards may be amended from time to time. The Operator hereby acknowledges and agrees that the Privacy Standards are hereby incorporated herein and forms a part of this Agreement as if the entire text of the Privacy Standards were set forth herein.  In the event of a conflict between the terms of this Agreement and the Privacy Standards, the Privacy Standards will control, unless and to the extent that a provision of this Agreement is more protective of Personal Information or if this Agreement expressly states that it shall control.

23. These Conditions and the Agreement together embody the entire understanding between the parties in respect of their subject matter and supersede any prior agreement between Hotel and the Operator relating to their subject matter. 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. Our failure to enforce any term or condition of this Agreement does not waive our right to enforce that or any other term or condition at any time.

24. Hilton may modify any of these Conditions at any time in its sole discretion. Notification to the Operator of any change by email or by posting a notice on this web site of the date of such modification, at Hilton’s sole option, shall be considered sufficient notice to the Operator of such modification. If any modification is unacceptable to the Operator, the Operator’s only recourse is to terminate the Agreement. The Operator’s continued performance of the Operator’s obligations following notice of a modification will constitute binding acceptance of the modification.

 

NOTICE OF UPDATED TERMS AND CONDITIONS FOR GROUP OPERATORS

As stated above, Hilton may modify the Conditions from time to time. To help you track the most significant changes, we will include a history of changes, below, so that you are aware of modifications to the Conditions.

No changes since 23 July 2018