These Additional Terms and Conditions and the Off-Site Catering Sales Event Agreement (USA), each hereby made a part hereof (collectively, the “Agreement”) is entered into by and between the Hotel set forth on your Off-Site Catering Sales Event Agreement (“Hotel” or “us” or “we” or “our”), and the Client (as such term is defined in the Off-Site Catering Sales Event Agreement) set forth on the signature page of your Off-Site Catering Sales Event Agreement (“Client” or “you” or “your”). All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the Off-Site Catering Sales Event Agreement.
- OVERTIME: You agree to begin your Event promptly at the scheduled start time and understand that Hotel staff will depart promptly at the end time indicated on the final Event Order. You further agree to reimburse us for any overtime wage payments or other expense incurred by us if you request or it becomes necessary for Hotel staff to work hours in excess of those specified in the final Event Order.
- PRICE INCREASES: There may be increases in prices due to unforeseen changes in market conditions at the time of your Event. We will communicate these increases to you in advance. We will require written confirmation that you agree to pay these increased prices, or at our option we may make reasonable substitutions in menus and you agree to accept such substitutions.
- SUPPLEMENTAL SURCHARGES: Supplemental surcharges are charges added to your Master Account bill to pay for costs incurred by the Hotel in connection with additional equipment, administration, and staffing necessary for the Event. These surcharges will be solely retained by the Hotel and are not distributed to hourly or tipped employees. Examples include, but are not limited to, early sets, late end times, outdoor venues, resets, refreshes, cleaning and other service that require staffing above normal levels and/or services outside of the normal scope contracted and paid products and services.
- OUTSIDE FOOD AND BEVERAGE: Due to applicable laws, you may not bring into the function any alcoholic beverages. You must obtain prior approval from us before you bring in any food or non-alcoholic beverages from outside sources. We may require that you sign a hold harmless agreement and provide proof of liability insurance if food or beverage products not purchased and served by Hotel staff are brought in for consumption by your guests. Service fees will apply to any outside food or beverage served in our function space regardless if Hotel labor is required.
- SECURITY: You agree to maintain adequate security measures in light of the size and/or nature of your Event.
- CONDUCT OF EVENT: You assume full responsibility for the conduct of all persons in attendance at your Event and for any damage caused by you or your guests to any of our property during the time of your Event.
- INDEMNIFICATION: To the fullest extent permitted by law, Client agrees to protect, indemnify, defend and hold harmless the Hotel, Hilton Worldwide, Inc. and the Hotel’s Owner, and their respective owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the “Hotel Indemnified Parties”), from and against any and all claims, losses or damages to persons or property, governmental charges or fines, penalties, and costs (including reasonable attorney’s fees) (collectively, “Claim(s)”), in any way arising out of or relating to the Event that is the subject of this Agreement but only to the extent any such Claim(s) arise out of (i) the negligence, gross negligence or intentional misconduct of Client’s employees, agents, contractors, or attendees, or (ii) a violation or breach of any of the terms and conditions of this Agreement by Client or any related act or failure to act by Client, including but not limited to the obligation of compliance with applicable laws or regulations. Nothing in this indemnification shall require Client to indemnify the Hotel Indemnified Parties for that portion of any Claim arising out of the negligence, gross negligence or intentional misconduct of the Hotel Indemnified Parties. This section shall survive any termination or expiration of this Agreement.
- INSURANCE: You agree to obtain and keep in force appropriate insurance policies reasonably commensurate with all activities arising from or connected to your Event, including, but not limited to, insurance affording coverage for general liability and property damage. Upon request, you agree to provide us with a certificate or proof of such insurance. You may, at your option, purchase insurance to cover your personal property, including decorations, special objects and other property. We have no insurance for, and to the fullest extent permitted by applicable law, we shall not be responsible for, any damage to or loss of your property. You accept the responsibility to insure the mentioned property. Hotel agrees to maintain general liability insurance with limits not less than $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. For hotels that participate in Hilton Worldwide’s general liability insurance program, proof of Hotel’s insurance coverage is satisfied by Hilton Worldwide’s Memorandum of Insurance available at: http://www.marsh.com/moi?client=0291. The Hotel can confirm whether they participate.
- FIRE SAFETY: It is your responsibility to ensure that your Location Address, the functions and all room sets are in compliance with the local fire department regulations as well as all other applicable state and local laws.
- PROMOTIONAL CONSIDERATIONS: We have the right to review and approve any advertisements or promotional materials in connection with your Event that specifically reference the name of the Hotel or a name or logo owned by a subsidiary of Hilton Worldwide.
- GOVERNING LAW: The Agreement will be governed by and interpreted pursuant to the laws of the state in which Hotel is located, excluding any laws regarding the choice or conflict of laws.
- DISPUTE RESOLUTION: The parties agree to use their commercially reasonable efforts to informally and timely resolve any dispute concerning any matter related to the 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. If within thirty (30) calendar days after submission of a disputed matter in accordance with this clause, the parties 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 or litigation. Arbitration of disputes (if selected by the filing party) arising out of or in connection with the Agreement shall be resolved in the city and state in which Hotel is located (or the closest available location) using one arbitrator before JAMS or American Arbitration Association. The parties further agree that in any arbitration proceeding, they may conduct reasonable discovery pursuant to the arbitration rules, and any arbitration award will be enforceable in State or Federal court. Litigation of disputes (if selected by the filing party) arising out of or in connection with the Agreement will be resolved in a court of competent jurisdiction in the city and state in which Hotel is located (or the closest available location), and to the maximum extent permitted by applicable law the parties expressly waive the right to a jury trial.
- COLLECTION/ATTORNEY’S FEES: 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 reasonable attorney’s fees and costs, plus pre and post judgment interest. If the Hotel retains the services of a collection agency or attorney to assist in the collection of any undisputed amounts due under this Agreement, Hotel will be entitled to recover its reasonable attorney’s fees incurred in such efforts to collect.
- DISPUTES INVOLVING CREDIT CARD PAYMENTS: As a condition of Hotel agreeing to accept your credit card as an approved form of payment for all Master Account charges, you agree that any dispute that you may raise with respect to any Master Account charges must be addressed directly between you and us and to work in good faith to resolve any such disputed invoices in a timely manner. Any dispute that cannot be timely resolved to the mutual satisfaction of the parties shall be resolved in accordance with the dispute resolution provisions as contained in this Agreement.
- FORCE MAJEURE: Neither party shall be responsible for failure to perform this Agreement if circumstances beyond their reasonable control (including, but not limited to, acts of God, government regulation, declared war in the country in which the Hotel is located, or terrorist attacks in the city in which the Event will take place) make it illegal or impossible for the Hotel to provide the services as described in this Agreement.
- COMPLIANCE WITH LAWS: You agree to comply with all applicable laws and regulations, including without limitation, health and safety codes, anti-terrorism, anti-corruption, anti-money laundering laws and regulations, and fire regulations. You agree to cooperate with us and any relevant government authority to ensure compliance with such laws and regulations. In case of doubt with respect to fire regulations, we may require that you obtain at your expense a certificate of compliance from the local fire authorities.
Given that Hilton Worldwide is headquartered in the United States of America, hotels operating under the Hilton Worldwide portfolio of brands are legally restricted from conducting business with certain persons or entities that are designated on the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) List of Specially Designated Nationals and Other Blocked Persons (including terrorists and narcotics traffickers) (the “OFAC List”) or otherwise based in or associated with certain territories subject to comprehensive U.S. sanctions. The OFAC List can be found by visiting http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx.
Accordingly, you represent and warrant that you are currently not and you are not booking on behalf of or for the benefit of any person or entity who is: (i) identified, on the OFAC List, or on any similar restricted party listings, including those maintained by other governments pursuant to applicable United Nations, regional or national trade or financial sanctions; or (ii) the government of, or any persons or entities based, located, or ordinarily resident in, a territory subject to comprehensive U.S. sanctions.
For the avoidance of doubt, this representation and warranty applies equally with respect to you, your customer for this booking as well as those persons and entities that, to your knowledge, will be using any of the facilities contracted under this Agreement. If this representation and warranty changes prior to your Event date, then you must notify us immediately.
You expressly acknowledge and agree that our ability to perform under this Agreement is subject to our compliance with applicable laws, including but not limited to sanctions laws and regulations.
- CANCELLATION FOR CAUSE: In addition to any other legal rights and remedies available to us under applicable laws, we may cancel your Event and this Agreement without liability to you, your customers or any third parties who may otherwise have benefitted from the catering services under this Agreement under any of the following circumstances:
- If we become aware of any deterioration in your financial situation such that we reasonably consider that you may not be in a position to fulfil your express obligations under the terms of this Agreement.
- If advance payments or deposits are not paid on a timely basis.
- If you, or any of your 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 Worldwide.
- For other reasons if we reasonably believe it is necessary to do so in order for us to comply with our obligations under applicable laws or regulations, including (but not limited to) if you are added to any restricted party listings as described in the preceding Compliance With Laws clause or otherwise violate the terms of the Compliance With Laws clause.
In the event that we cancel your Event for cause as provided for under this clause, then we will be entitled to the Event cancellation damages as provided in the Agreement.
- SUCCESSORS AND ASSIGNS: The commitments made by each party will be binding on their respective successors and assigns.
- 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.
- AMENDMENTS/CHANGES: Any amendments or changes to the arrangements described in this Agreement must be made in writing, signed by both you and us; provided, however, that this Agreement includes all signed or unsigned Event Orders (and the terms and conditions contained therein and attached thereto) issued by us for this and related functions/events and that your final guarantee of attendance may be made by phone. For purposes of this Agreement and any amendment or modification thereto, or for any other notice or communication between the parties, 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 U.S. Mail or private mail delivery service (i.e. Fed Ex) 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. For the avoidance of doubt, emails, including emails that bear an electronic “signature block” identifying the sender, do not constitute signed writings for purposes of this Agreement.
Last Revised February 1, 2016