These Additional Terms and Conditions and the Ethiopia Conference & Event Agreement (“Event Agreement”), each hereby made a part hereof (collectively, this “Agreement”), is entered into by and between the Hotel and the Client as such terms are defined in the Event Agreement. All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the Event 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 and as they may be amended by Hilton Worldwide, Inc. (“Hilton Worldwide”) from time to time in Hilton’s sole discretion and posted on this website.
1. ADDITIONAL SPEND:
You shall pay us for any F&B and other services not expressly set out in the Event Agreement or the Schedule of Events (if applicable) but made available on request by or on behalf of you during the Event. On or before the Arrival Date, you will confirm to us in writing the names of those attendees who you consider to be authorised to sanction additional spend at the Event over and above the contracted amounts. All our records for additional spend (meeting room rental, audio/visual equipment, flipcharts, F&B functions and other incidentals) will be presented to one of your authorised signatures to be checked and signed on a daily basis.
2. OUTSIDE FOOD AND BEVERAGE:
You may not bring any outside food or drink into our Hotel for use during your functions/meetings, unless agreed by us in writing and in advance of the Event.
Arrangements for delivery of packages should be made through your designated Event manager. Receiving, handling and shipping charges may apply. No packages will be accepted by us that require us to pay shipping costs. Deliveries will only be accepted within 48 hours prior to your arrival date, unless otherwise agreed by us in advance. All deliveries must be correctly labeled as per our guidelines. To the fullest extent permitted by applicable law, we shall not be responsible for any damage to or loss of your packages.
4. OUTSIDE CONTRACTORS:
Should you elect to utilise outside contractors or subcontractors on our Hotel premises during your Event, you must notify us of your intention to use such providers at least 30 calendar days before your Arrival Date. Your outside contractors must adhere to our reasonable rules (including but not limited to health and safety regulations and rules). We reserve the right, at our sole discretion, to require any outside contractor to be removed from our Hotel premises should the outside contractor fail to abide by our rules or applicable laws and regulations. We may require that your outside contractors (i) sign a hold harmless, indemnification and insurance agreement in the form currently in use at the Hotel for similar outside contractors, and (ii) provide proof of insurance in amounts acceptable to us (amounts and types of insurance to be determined in our sole discretion based on the type of services the outside contractor will be providing) before the outside contractor will be allowed to provide services on our Hotel premises. We reserve the right to charge additional fees based on your specific needs, including but not limited to, labour surcharge for audio/visual and electrical requirements, banner hanging, sign making, and electrical power. Should you require any rigging services for your Event, all such services must be arranged through the in-house audio/visual provider of the Hotel and you will be responsible for all associated costs.
If required, in our reasonable discretion, in order to maintain adequate security measures in light of the size and/or nature of your Event, you will provide, at your expense, security personnel supplied by a licensed security agency, which agency will be subject to our prior approval. Such security personnel may not carry weapons and shall comply with local laws applicable to such security personnel. In our sole discretion, we may require that your security agency (i) sign a hold harmless, indemnification and insurance agreement in the form currently in use at the Hotel for security agencies, and (ii) provide proof of insurance in amounts acceptable to us before the security personnel will be allowed to provide services on our Hotel premises.
6. CONDUCT OF EVENT:
To the fullest extent permitted by law, you assume full responsibility for the conduct of all persons in attendance at your Event and liability for loss and/or any damage done to any part of our Hotel premises during the time of your Event caused by your employees and temporary workers, agents, contractors, sub-contractors, as well as by attendees of the Event. For the safety of persons and property, no fireworks or incendiary devices may be used indoors at the Hotel. You also agree that your Event will not create any unreasonable disturbance to other guests or meetings, such as excessive noise, smoke or fog machines, dry ice, confetti cannons, candles, incense, or any activity that generates offensive smells. We reserve the right to end your Event functions immediately if you do not comply with our reasonable request to reduce or eliminate any such disturbance, in which case you will remain responsible for payment of all contracted charges related to your Event and no refunds will be issued to you by us.
7. 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 any 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”), since such hotels and Hilton Worldwide could be determined to have derived income, directly or indirectly, from any such prohibited business activities. 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 on the OFAC List, nor on any similar restricted party listings, including those maintained by other governments pursuant to applicable United Nations, regional or national trade or financial sanctions. If you are added to any such restricted party list prior to your Arrival Date, then you must notify us immediately.
8. 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, including, but not limited to: Hilton, Hilton Hotels & Resorts, Conrad Hotels & Resorts, Curio,. Waldorf Astoria Hotels & Resorts, Embassy Suites, DoubleTree by Hilton, Hilton Garden Inn, Hampton Inn, Hampton Inn & Suites, Home2 Suites by Hilton, Homewood Suites by Hilton, and Hilton Grand Vacations. You agree that we may share your Event and Planner information with our third party providers who offer support services to groups holding meetings/functions at our Hotel, including audio/visual services, decorators, florists, and others.
9. EVENT PLANNER BONUS PROGRAMME (IF APPLICABLE):
If an individual is designated in the Event Agreement as the Event Planner, that person is eligible to earn an Event Planner Bonus for a qualifying event. Only the Event Planner who is specifically named in the Event Agreement will be eligible for this Event Planner Bonus, unless we receive confirmation in writing signed by you or the Planner (as applicable) before the Event that some other person is to receive the Event Planner Bonus. The applicable Event Planner Bonus for your Event would be specified in the Event Agreement. Full details and rules regarding the Event Planner Bonus Programme are available by visiting www.hilton.com. Hilton HHonors membership, earning of points and redemption of points are subject to HHonors Terms and Conditions. The Event Planner Bonus will only be issued after our receipt of full payment for the Event and in accordance with the Event Planner Bonus Programme rules. For the avoidance of doubt, no Event Planner Bonus will be awarded to the Event Planner based on cancellation damages or no-show charges. Before the Event Planner Bonus can be issued, an acknowledgment form signed by an authorised representative of the Event Planner’s employer must be submitted to us, with such form merely confirming that the employer is aware of the courtesy being provided to the Event Planner, and that the issuance of the courtesy does not violate the employer’s policies as of the date of issuance of the Event Planner Bonus. We can provide an acknowledgement form acceptable to us. You (and the Planner if the Planner is signing the Event Agreement on your behalf) agree to take full responsibility for determining whether disclosure of the Event Planner Bonus is required and for making such disclosure if it is required. Further, you (and the Planner if the Planner is signing the Event Agreement on your behalf) agree to reimburse us for any fees, costs, liabilities or expenses that we incur should any person claim that disclosure was insufficient.
10. COMMISSIONS (IF APPLICABLE AND THEN ONLY TO AGENTS):
If your rates are commissionable, then we will only pay commission to those agencies who are certified members of IATA, TIDS or HBAA (or similar bodies). If your Event includes bedroom accommodations, 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 Event 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. Unless specifically mentioned otherwise in the Event 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. We have no obligation to take any action to collect funds to be paid as commissions. You (and the Planner if the Planner is signing the Event 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 the Event 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. Unless specifically mentioned otherwise in the Event 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. If no travel agent/meeting planner/professional conference organiser is specifically identified in the Event 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. For the avoidance of doubt, you agree that the commission agreed to in the Event Agreement is for the benefit of the Event set out in the Event 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.
11. CANCELLATION FOR CAUSE:
In addition to any other legal rights and remedies available to us under applicable laws, we may cancel your Event and the Event Agreement without liability under any of the following circumstances: (i) if advance payments or deposits are not paid on a timely basis; (ii) 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; or (iii) 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 if you are added to any restricted party listings as described in the preceding clause. In the event that we cancel your Event for cause as provided for under this clause, then we will be entitled to the full cancellation damages as provided in the Event Agreement.
To the fullest extent permitted by law, you shall at all times be liable for, indemnify, defend and hold harmless the Hotel and Hilton Worldwide (together with their respective owners, managers, partners, subsidiaries, affiliates, officers, directors, employees, servants and agents) (collectively, the “Hotel Indemnified Parties”) from and against any and all claims, liability, losses or damages to persons or property, governmental charges or fines, penalties, costs, legal costs, professional and other expenses of any nature whatsoever (collectively, “Claim(s)”) incurred or suffered by the Hotel Indemnified Parties, arising out of or in any way connected with your Event including, but not limited to, Claims arising out of the negligence or willful misconduct of your employees, agents, contractors, and attendees; provided, however, that nothing in this indemnification shall require you to indemnify the Hotel Indemnified Parties for that portion of any Claim arising out of the sole negligence or willful misconduct of the Hotel Indemnified Parties.
You will obtain and keep in force the appropriate insurance reasonably commensurate with all activities arising from or connected to your Event, including, but not limited to, insurance affording coverage for public liability and property damage. Upon request, you agree to provide us with a certificate or proof of such insurance. Please note that obtaining and maintaining appropriate insurance protects you by providing coverage to you by paying the Hotel for damages that occur during your Event and which you would otherwise be required to pay under the indemnification clause. For informational purposes only, single event insurance (sometimes called “private event insurance” or “special event insurance”) may be available for purchase at reasonable rates, including from reputable online insurance providers. When purchasing single event insurance, you should select public liability and property damage coverage. 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.
14. LIMIT OF LIABILITY:
Nothing in this Agreement is intended nor shall it be construed as an attempt by any party to exclude or limit its liability for any liability which cannot be excluded or limited under applicable law, including without limitation its liability for death or personal injury caused by its negligence or for its fraud or misrepresentation. Notwithstanding any other term of this Agreement, our aggregate liability arising out of or related to this Agreement, whether for breach of contract, warranty or undertaking or under any indemnity, in tort, for negligence or otherwise shall not at any time exceed the Total Anticipated Revenue as set out in the Event Agreement.
15. GOVERNING LAW AND DISPUTE RESOLUTION:
The present agreement shall be governed by and construed in accordance with the relevant substantive laws of the Federal Democratic Republic of Ethiopia. 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 (namely, the requirement to informally resolve the dispute) All negotiations pursuant to this clause are confidential and shall be treated as ”without prejudice“ and shall not be admissible as evidence in any and all legal proceeding which may ensue in relation to these Terms and the Event Agreement. 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. Arbitrations of disputes shall be submitted to the arbitration of a single person. The sole arbitrator shall be appointed by the Arbitration Institute of the Addis Ababa Chamber of Commerce and Sectorial Association upon the application of the party seeking arbitration. Nothing in the provisions of this Clause 15 shall in any way be construed as implying an acceptance of the rules of procedure adopted by the Arbitration Institute of the Addis Ababa Chamber of Commerce and Sectorial Association. The arbitration process shall be conducted in accordance with the provisions of the Civil Procedure Code of Ethiopia. The venue for the arbitration forum shall be the City of Addis Ababa, Ethiopia. The language of the arbitration tribunal shall be English. The arbitrator shall resolve the dispute between the parties on the basis of the present agreement and/or the provisions of the applicable law. The parties have hereby agreed to waive their right of appeal and the decision of the arbitrator shall, therefore, be final, binding on and enforceable against the losing party.
16. DISPUTES INVOLVING CREDIT CARD CHARGES:
As a condition for us 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”).
17. COLLECTION / LEGAL FEES:
The parties agree that in the event that any dispute arises in any way relating to or arising out of the Event 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. If we retain the services of a collection agency or legal representative to assist in the collection of any amounts due to us under the Event Agreement, you will pay all expenses incurred by us in such collection efforts.
18. SUCCESSORS AND ASSIGNS:
The commitments made by each party will be binding on their respective successors and assigns. In the event that you assign, sell, convey, pledge or otherwise dispose of all or substantially all of your assets (collectively referred to as an “assignment”), by operation of law or otherwise, this Agreement and the obligations herein must also be assigned to and assumed by the successor organisation, subject to our approval. In the event such an assignment is contemplated, and at least 30 days in advance of the planned close of the assignment transaction, you agree to notify us of the entities involved. We will thereafter have 20 days in which to notify you whether such intended assignment is approved. Further, the facilities contracted in the Event Agreement, including the bedrooms and meeting rooms, are for your exclusive use. You acknowledge and agree that this Agreement does not otherwise permit you to sell or re-sell any of our facilities in any way.
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, governmental authority, declared war in the country in which the Hotel is located, or terrorist attacks in the city in which the Hotel is located) make it illegal or impossible for us to hold the Event. The affected party may terminate this Agreement without liability upon providing written notice to the other party within ten (10) days of any such occurrence. If the Event is properly cancelled by you due to a valid Impossibility occurrence as described above, then upon your written request, we agree to refund to you all prepaid deposits or advance payments paid by you to us without penalty, less any expenses we have incurred in preparation for the Event.
The parties agree that 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: (1) Communications sent by courier will be effective as of the date of receipt as evidenced by the courier company; (2) Communications sent by first class mail (or local equivalent), recorded delivery or registered post shall be effective as of 9:30 a.m. on the second clear day after the date of posting; (3) Communications sent via facsimile will be considered effective as of the date and time on the facsimile confirmation sheet retained by the sender; and (4) Communications sent by email will be effective as of the date sent. 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 of this Agreement, and any such illegal or unenforceable provision shall be deemed to be restated to reflect as nearly as possible to the original intentions of the parties in accordance with applicable law. The failure by a party 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.
LAST REVISED OCTOBER 27, 2014