HILTON-MCKINSEY & COMPANY, INC. Agreement – Additional Terms and Conditions
These HILTON-MCKINSEY & COMPANY, INC. Agreement – Additional Terms and Conditions and the HILTON-MCKINSEY & COMPANY, INC. UNITED STATES CONTRACTUAL AGREEMENT, each hereby made a part hereof (collectively, the "Agreement") is entered into by and between the Hotel and the Group as such terms are defined in the HILTON-MCKINSEY & COMPANY, INC. UNITED STATES CONTRACTUAL AGREEMENT. All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the HILTON-MCKINSEY & COMPANY, INC. UNITED STATES CONTRACTUAL AGREEMENT.
1. BANQUET FUNCTIONS: For your organized food and beverage functions and meetings, the following will apply:
Overtime; End Time: You agree to begin your Event promptly at the scheduled start time and to have your guests, invitees and other persons vacate the designated function space at the agreed upon end time. Group understands that Hotel may have contractual obligations with other customers for their exclusive use of some or all of Group’s assigned meeting and function space following the scheduled conclusion of Group’s meetings/functions. So as to allow for the efficient transition from Group to any potential other customers, Group agrees to completely vacate (clean and clear) out of each of the assigned meeting and function spaces no later than the applicable end time(s) as noted in the Schedule of Events. Group agrees that Hotel may add charges to the Group’s final invoice, and Group agrees to pay such charges, for the actual costs and expenses incurred by Hotel related to Group’s failure to completely vacate the meeting and function spaces by the indicated end time(s). Costs and expenses may include, but are not limited to, additional costs of Hotel labor including overtime wage payments to ensure that the meeting and function space are cleared and cleaned, costs for storing Group’s property and materials that were not removed from the meeting and function spaces, and reimbursement of damages and costs incurred by Hotel related to the Hotel’s inability to provide the contracted meeting and function space to the other customers by their respective start times.
Set Up Charges: Upon receipt and review of Group’s Event requirements, should Hotel reasonably determine that extensive meeting room set-ups or elaborate staging will be required, Hotel will advise Group of the potential set-up charges to cover Hotel costs and additional labor. If equipment is necessary that exceeds Hotel’s inventory, then Group agrees to pay for the cost of renting this additional equipment. Group may request that Hotel disclose to Group.
Additional Spend: You agree to pay the Hotel for any food, beverages and other services not expressly set out in the Agreement and any appendix but provided on your request during the Event. On or before the arrival date, you will confirm to us in writing the names of those persons who you have authorized 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 authorized signatories to be checked and signed on a daily basis. Failure of your authorized signatory to review any or all charges on a daily basis will not be grounds for disputing the charges.
Outside Food and Beverage: Due to applicable law, Group may not bring alcoholic beverages into the Hotel for Group’s Event. Group must obtain Hotel’s prior approval before Group bring any food or non-alcoholic beverages from outside sources into Hotel’s Hotel. If approval is granted by Hotel, Group must sign a hold harmless and indemnification agreement in the form currently in use at Hotel if food or beverage products not purchased by Hotel but served by Hotel staff are brought in for consumption by Group’s attendees. Service fees will apply to any outside food or beverage served in Hotel’s function space that was selected and brought by Group or an attendee, regardless whether Hotel labor is required.
Displays and Decorations; Group’s Property: Group may, at Group’s option, purchase insurance to cover Group’s personal property, including decorations, special objects and other property. Except when proven to be the Hotel’s gross negligence or intentional misconduct, to the fullest extent permitted by law, Hotel is not responsible for any loss or damage to property belonging to Group or Group’s attendees, as the Hotel does not maintain insurance covering Group’s personal property. All displays and/or decorations will be subject to Hotel’s prior written approval and Hotel reserves the right to contract and charge Group for Hotel staff to provide the labor for any installations or removals of such. Hotel can advise Group of such potential charges upon request.
Outside Contractors: Should you elect to utilize outside contractors on Hotel premises during your Event, you must notify us at least 10 days in advance of your Event. We may require that your outside contractors sign a hold harmless agreement in the form currently in use at the Hotel for similar outside contractors, and 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. In some instances, despite your use of an outside contractor, Hotel may be required, pursuant to obligations imposed on Hotel by labor unions or collective bargaining agreements, to utilize Hotel labor to provide certain services, and you agree to pay the fees and/or charges associated with these services. No fees to use an outside contractor unless required by Hotel’s union regulations.
Conduct of Event: 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. For clarity, Group will not be responsible for damage caused by guests to guest rooms unless Group has guaranteed payment of the room rate and incidentals for such guest rooms, given that in those instances the Hotel will not always have a credit card on file from the individual guest. Group agrees that Group’s use of function space 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 other activity that generates offensive smells. Group will not use such items without advance approval from Hotel. Hotel must exercise reasonable discretion by taking into account the nature of the function when determining whether the function is in fact creating an unreasonable disturbance (i.e., noise levels associated with a live band or music provided for 500+ guests will generate high levels of noise). Hotel reserves the right to end Group’s use of function space immediately if Group does not promptly comply with Hotel’s request to reduce or eliminate any such disturbance, in which case Group will remain responsible for payment of all charges related to Group’s use of the function space and no refunds will be issued by Hotel.
Fire Safety: For the safety of persons and property, no fireworks or incendiary devices may be used indoors at the Hotel. All room sets must be in compliance with the local Fire Department regulations, including those pertaining to occupancy load, mandatory aisles, ceiling clearance and fire exits. Any Event that has vehicle displays, fog machines, fueled cooking demonstrations, lasers, exhibits (including tabletop) or extensive productions with staging and props, must have a certified permit from the local Fire Marshall. All associated fees for permits, floor plan approval and stand-by fire watch are your responsibility and final approved copies of all such permits must be provided to us at least three (3) days prior to your Event. Should you require any rigging services for this Event, all such services must be arranged through the in-house audio-visual provider or the Hotel and you will be responsible for all costs associated therewith.
Security: If required, in Hotel’s reasonable judgment, 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 guard or security agency, which agency will be subject to Hotel’s prior approval. Such security personnel may not carry weapons. Your security agency will be required to provide proof of insurance and may be required to sign a hold harmless agreement before they will be allowed to provide services on Hotel premises.
2. 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 (each, an “Attendee”) 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.
3. UNAVAILABILITY OF GUESTROOMS: The parties agree that 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 Hotel will use reasonable efforts to avoid such situation impacting Group, if an attendee with a confirmed reservation in Group’s Room Block cannot be accommodated by the Hotel, the Hotel will provide the following:
- Accommodations at a comparable hotel as close as possible and at no charge to the guest for each night the guest is displaced from the Hotel. 2. One daily complimentary round trip ground transportation between Hotel and the alternate hotel. 3. The Hotel will make necessary arrangements for the displaced guest's telephone messages and mail to ensure that they are properly forwarded. 4. Group will receive credit for any guests displaced toward its pick up for purposes of this Agreement. 5. 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. 6. A welcome expression and an amenity will be provided for the displaced guest. 7. If this situation arises, the Hotel agrees to notify McKinsey if one of their attendees may be relocated, and thereafter the Hotel’s Convention Services Manager and the McKinsey Conference Coordinator may review McKinsey’s list of arriving guest to determine the appropriate attendee to be relocated. 8. Nights where the attendee is displaced will count toward calculation for attrition and toward the 1 per room nights comped
4. AUXILIARY AIDS (APPLICABLE FOR EVENTS HELD IN THE UNITED STATES ONLY) : The Hotel represents that it contains accessibility features for individuals with disabilities and, where needed, the Hotel will provide equivalent facilitation, auxiliary aids and services, and reasonable modifications to policies and procedures to ensure that our guests have equivalent access to the Hotel’s goods, services, and accommodations. You agree that one week in advance of your Event, you will furnish to us a list of any auxiliary aids needed by your attendees in meeting or function space. Except as required by applicable laws, you agree that you will be responsible for the procurement and payment of all charges for any and all auxiliary aids. We will, upon your request, furnish you with the names of businesses you can contact to obtain these aids. You also agree to be responsible for compliance with the Americans with Disabilities Act in the set up and conduct of meetings for your Event.
5. 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 applicable laws, including but not limited to sanctions laws and regulations. In addition to any other legal rights and remedies available to Hotel under applicable laws, Hotel may cancel the Event and this Agreement without liability to Group, Group’s attendees or any third parties who may otherwise have benefitted from the use of Hotel facilities under this Agreement 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.
6. 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. 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.
7. FORCE MAJEURE: A party may cancel this Agreement without liability due to events or occurrences beyond its reasonable control, such as, but not limited to, acts of God, labor disputes or strikes (except those involving its own employees), declared war in the United States, governmental regulations in effect 60 days or less before the Event dates that would prevent the Event from taking place as contracted, natural disasters, fire, accidents or other casualty, civil disorder or terrorist attacks in the city in which Hotel is located, curtailment of transportation services or facilities that prevents at least 30% of the attendees from traveling to the Event, provided such unforeseen occurrence makes it illegal, commercially impracticable, or impossible for the parties to perform under the Agreement. The party so affected will provide prompt, written notice thereof to the other party within 10 days of the occurrence, neither party shall have any liability to the other. If the Event is terminated due to a valid Impossibility/force majeure occurrence, then Group agrees to negotiate promptly and in good faith with the Hotel in an effort to rebook the cancelled Event, based on space and rate availability at the Hotel, over mutually acceptable dates. If the parties agree on rebook dates, then Hotel will retain the advance deposits paid under the cancelled Event and apply the deposits toward the Master Account of the rebooked event. Advance deposits applied to a rebooked event may not be applied to cancellation or performance damages for the rebooked event and any unused credit will be retained by Hotel. If the parties cannot agree on mutually acceptable rebook dates, then Hotel agrees to refund all prepaid advance deposits, less all documented expenses incurred by Hotel in preparation for the cancelled Event (i.e., food and beverage products purchased for the Event that cannot be used in other outlets at the Hotel, labor costs incurred by Hotel if staff schedules were posted and the Event is cancelled, etc.).
8. INDEMNIFICATION: Each party agrees to indemnify, defend and hold harmless the other party, and its owners, managers, officers, directors, and employees (collectively, the “Indemnified Parties”), from and against any and all third party 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 the negligence, gross negligence or willful misconduct of the parties owners, managers, officers, directors, and employees. Nothing in this indemnification shall require a party to indemnify for that portion of any Claim arising out of the negligence, gross negligence or willful misconduct of the indemnified party . Such indemnities are subject to prompt notice by and the reasonable cooperation of the indemnified party, and the indemnifying party’s sole control of the defense and financial settlement of any third-party claim. Any settlement on non-financial terms is subject to the approval of the indemnified party, not to be unreasonably withheld. Neither party will be liable to the other party for punitive damages; provided, however, that 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 gross negligence or for its fraud or misrepresentation or intentional misconduct. This section shall not waive any statutory limitations of liability available to either party, including innkeeper’s limitation of liability laws, nor shall it waive any defenses a party may have with respect to any Claim. This section shall survive any termination or expiration of this Agreement.
9. INSURANCE: Group agrees to maintain insurance reasonably commensurate with all activities arising from or connected with your Event, including, but not limited to, general liability insurance, with limits not less than $2,000,000 per occurrence, covering personal injury, property damage, and other liability arising from your Event. 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; and (ii) Cybersecurity insurance covering applicable equipment and systems in the Hotel that are owned by Hotel with limits of at least $3,000,000. 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 Hotel’s general liability insurance coverage is satisfied by Hilton’s Memorandum of Insurance available at: https://marshdigital.marsh.com/marshconnect/viewMOI.action?clientId=645498676. The Hotel can confirm whether they participate.
10. GOVERNING LAW: The parties acknowledge that Hilton and Group are based in the United States, and both Hilton and Group need 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 the State of New York, USA, excluding any laws regarding the choice or conflict of laws.
11. DISPUTE RESOLUTION; ATTORNEY’S FEES: The parties 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 Group for their discussion and possible resolution in the order set forth herein; provided, however, a dispute relating to patents, trademarks, trade dress, copyrights, trade secrets, and/or infringement of intellectual property rights shall not be subject to this provision. All negotiations pursuant to this section 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 the dispute may be resolved by litigation in a court of competent jurisdiction in the city in which Hotel is located (or the closest available location). THE PARTIES EXPRESSLY WAIVE THE RIGHT TO A JURY TRIAL. 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.
12. LIQUOR LIABILITY: Hotel is responsible for exercising reasonable care in its service of alcohol to attendees and for adhering to state laws regulating the service of alcoholic beverages, including not serving alcohol to attendees that are either noticeably intoxicated or under legal drinking age.
13. SAFETY: Hotel represents and warrants that it complies and shall comply during the Meeting with all local, state, and federal fire, safety, and building codes, regulations, and laws. Hotel further represents and warrants that it maintains procedures and policies concerning fire safety and other safety issues, and Hotel shall make all such procedures and policies available to McKinsey for onsite review only upon reasonable notice. Failure to request a copy of such procedures shall not alleviate Hotel's responsibility to comply with this term of the Agreement.
14. CODE OF CONDUCT: Each party acknowledges that it is in their mutual interest to ensure ethical behavior. Each party shall be responsible for ensuring that its employees comply at all times with its then current policies regarding conduct of employees. Each party shall ensure that it maintains an appropriate complaints procedure to deal with any allegation asserted by its employees of noncompliance with its policies regarding conduct of employees or applicable laws. From time to time and upon reasonable request by the other party, each party shall discuss with the other party its then current policies regarding conduct of employees and impact upon its contractual obligations. McKinsey’s Code of Conduct is available at https://www.mckinsey.com/about-us/social-responsibility/supplier-standards. The Hilton Code of Conduct policy may be viewed at Hilton’s Investors Relations website (http://ir.hilton.com/corporate-governance/governance-documents). To the extent that there is any material difference between McKinsey’s Code of Conduct and the Hilton Code of Conduct policy (or the Hotel’s own code of conduct if the Hotel is not operated by a Hilton affiliate), Hotel will comply with the Hilton Code of Conduct policy (or the Hotel’s own code of conduct if the Hotel is not operated by a Hilton affiliate).
15. BANKRUPTCY: In the event that either party shall make a voluntary or involuntary assignment for the benefit of creditors or enter into bankruptcy proceedings within six months or less prior to the date of the Group’s meeting, then to the extent legally permitted under applicable laws, the other party shall have the right to cancel this Agreement without liability upon written notice to the other party.
16. CHANGE IN MANAGEMENT: Group shall have the right to terminate this Agreement without liability if, after the time of contracting but before the Event, the Hotel changes the hotel brand, such that the level of service provided by the new brand is lower than Hotel’s original brand at the time of contracting. For example, if at the time of contracting Hotel was a “full service” hotel and later became a “limited service” hotel. Also, Group shall have the right to terminate this Agreement without liability if, after the time of contracting but before the Event, the Hotel is no longer branded as one of the Hilton portfolio of brands (including the following brands, Hilton, Hilton Inns & Resorts, Curio Collection by Hilton, Canopy by Hilton, Conrad Hotels & Resorts, DoubleTree by Hilton, Embassy Suites Hotels, Hampton Inn, Hampton Inn & Suites, Hilton Garden Inn, Home2 Suites by Hilton, Homewood Suites by Hilton, Motto by Hilton, LXR Hotels & Resorts, Spark by Hilton, Tru by Hilton, Tapestry Collection by Hilton, or Waldorf Astoria Hotels & Resorts as well as other brands that may be added by Hilton from time to time). Group could exercise this right by written notice to Hotel provided that such notice is given within thirty (30) days of Group’s receipt of notice of such change in brand.
17. Event Planner Points Additional Terms: For this Event, Event Planner is eligible to earn one Hilton Honors bonus point for every eligible dollar spent. Eligible revenue includes sleeping room revenue (regardless whether billed to the Master Account or paid by individuals) as well as meeting room rental and banquet food and beverage revenue billed to the Master Account, up to a maximum of $100,000 of eligible revenue. Full details and rules regarding the Event Planner Program are available by visiting www.hilton.com. Group agrees to take full responsibility for determining whether further disclosure of the Event Planner Bonus is required and for making such disclosure if it is required.
18. SUCCESSORS AND ASSIGNS: The commitments made by each party will be binding on their respective successors and assigns. In the event that Group assigns, sells, conveys, pledges or otherwise disposes of all or substantially all of its assets (collectively referred to as "assignment"), by operation of law or otherwise, this Agreement and the obligations herein must also be assigned to and assumed by the successor organization, subject to approval by Hotel. In the event such an assignment is completed, Group agrees to notify Hotel no later than least thirty days following the close of the assignment transaction of the entities involved. Hotel will thereafter have 20 days in which to notify Group if assignment is approved. Group may not otherwise assign this Agreement or any rights hereunder. Group may not re-sell reservations. If Hotel becomes aware of any violation of this section, Hotel may immediately terminate the Agreement without incurring any liability to you for contracted rooms or rates and you will be responsible for any damages resulting from the cancellation as set forth herein.
19. 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.
20. 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 local equivalent) 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.
23. CONFIDENTIALITY: Hotel acknowledges that Hotel or Hotel employees may be exposed to or acquire non-public information which is proprietary or confidential to McKinsey, including Personal Information. If McKinsey must provide tangible copies of proprietary or confidential information of McKinsey to Hotel, McKinsey agrees to use commercially reasonable efforts to mark or identify such tangible information as being “Confidential.” Hotel agrees to hold such information in strict confidence and not to disclose such confidential information to third parties (other than the Hotel’s managers, auditors, attorneys or accountants, solely on a need-to-know basis) or to use such information for any purpose whatsoever other than in connection with the provision of services to McKinsey, and to advise each of Hotel’s employees who may be exposed to McKinsey confidential information of their obligation to keep such information confidential provided, however, that Hilton/Hotel may use or disclose Personal Information of McKinsey attendees (a) to deliver service to such attendees; (b) in cases where a McKinsey attendee has enrolled in the Hilton Honors program and/or (c) as agreed with each individual guest separately. The foregoing confidentiality obligations shall not apply to confidential information that (i) is in the public domain without breach of the Agreement; (ii) is independently developed by the receiving party without use of or reference to the other party’s confidential information; (iii) was lawfully in the possession of the receiving party prior to its receipt from the other party; (iv) becomes known by the receiving party from a third party independently and not subject to an obligation of confidentiality; or (v) the disclosing party has a good faith belief it is required to disclose to comply with legal mandatory regulations, a judicial or official order or decree. The foregoing exceptions (i) through (iv) shall not apply to Personal Information. Hilton/Hotel will not be responsible for (a) confidential information that is disclosed in any manner by McKinsey’s attendees to third parties while on Hotel premises; or (b) failing to retrieve and return to McKinsey all written materials that are left by McKinsey’s attendees at any place within or on Hotel premises.
Except as otherwise agreed upon by the parties, Hotel agrees to alert its appropriate Hotel staff that McKinsey’s assigned meeting rooms should remain locked and off limits to Hotel personnel during the duration of McKinsey’s meeting except to clean room (remove dirty glasses/dishes) and add F&B. McKinsey staff will request room refreshes during periods in which confidential information is not being discussed or displayed. McKinsey staff is responsible for removing all printed and written materials immediately following each meeting; hotel personnel should not remove any printed or written material from the room.
The Hotel shall not, without the prior written consent of Group: (i) use the Group name in any external communication or (ii) refer to any of Group’s clients, in each case for any purpose, including, without limitation, in press releases, web sites, client lists or advertising. For clarity, the foregoing restriction on external communications does not apply to the Hotel’s sharing of Group’s information with third party service providers as set forth in Section 6 above nor with respect to the display of Group’s name on reader boards within the Hotel (if and as applicable).
24. Data Privacy: The Hotel shall handle Personal Information consistent with Hilton’s Global Privacy Statement and in accordance with applicable law. Hotel warrants that the protections for Personal Information under the Privacy Statement shall not be materially changed in a manner that negatively impacts Personal Information provided to Hotel by Group without providing advanced written notice to Group.
“Personal Information” or “personal information” or “personal data” means any information that relates to an identified or identifiable individual under any applicable law relating to the protection thereof that is provided by one party to the other. For clarity, information provided by any person other than Group, including but not limited to, information provided by guests, is not “Personal Information” for purposes of this Agreement. A breach of the following data privacy and protection provisions shall be deemed a material breach of this Agreement.
Hotel agrees that certain of its activities are subject to the Payment Card Industry Data Security Standards (PCI DSS) for the protection of cardholder data. With regard to cardholder data provided directly by Group to Hotel hereunder, Hotel confirms and warrants that it is confirming its policies and procedures to the current PCI DSS, as promulgated by the PCI Standards Security Counsel and that it uses commercially reasonable efforts to require in-scope subcontractors to do the same.
For personal information that Group directly provides to Hotel, Hotel agrees to maintain safeguards designed to protect the security and confidentiality of the personal information, and designed to protect against anticipated threats or hazards to the security or integrity of the personal information and against unauthorized access to or use of the personal information that could result in substantial harm or inconvenience.
Hotel agrees to maintain an internal plan of action to address the unlikely event of a Data Security Breach. If, in the course of investigating a Data Security Breach, Hotel recognizes that personal Information of Group’s attendees has been compromised, Hotel will use reasonable efforts to notify Group at or around the time that Hotel sends any legally-required notifications of the Data Security Breach to the affected individuals and where it could result in substantial harm or substantial inconvenience to the affected individuals. “Data Security Breach” shall mean (a) the loss, misappropriation or misuse (by any means) of personal information of Group's attendees; (b) the inadvertent, unauthorized and/or unlawful processing, access, disclosure, alteration, corruption, transfer, sale or rental, destruction or use of personal information of Group's attendees; (c) any other act or omission that could or does compromise the security, confidentiality, and/or integrity of personal information of Group's attendees. Group acknowledges that Hotel’s response to any such Data Security Breach will take priority over any discussions with Group related to the Data Security Breach.
The Hotel will not use Personal Data (defined below) or any data shared by McKinsey for any other purpose without McKinsey’s prior written consent, regardless of whether the data (i) can be attributed to McKinsey or its Authorized Users, or (ii) has been anonymized or de-identified.
26. Transmission and Use of Guest Data: The Hotel is committed to collecting, protecting, and using Personal Data 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”). “Personal Data” shall have the same meaning as defined by GDPR or other applicable law. Pursuant to GDPR, each party acts as an independent “Data Controller” with respect to its processing of Personal Data in connection with this Agreement, and each party will comply with its respective obligations under GDPR 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. For clarity, nothing in this Agreement limits a party’s ability to use an individual’s Personal Data to the extent directed by, consented to or requested by such individual. Group represents that it has authority from each guest to share guest data with the Hotel as provided herein to secure the reservation(s). The Hotel agrees to treat such guest data in accordance with Hilton’s Global Privacy Statement, and the Hotel will be a “Data Controller” for such data. To the extent Group will share Personal Data with the Hotel, the following terms shall apply: (https://www.hilton.com/en/p/hilton-distributions/group-sales-privacy-terms-english-addlterms/) (or a successor URL as provided by Hilton). The term “Group Sales Customer” as used in the aforementioned link refers to Group.