These Additional Terms and Conditions and the Express 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 Express Agreement. All capitalized terms as used herein that are not specifically defined shall have the meaning ascribed to them in the Express 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 Worldwide’s sole discretion and posted on this website.
1. ADDITIONAL SPEND:
You agree to pay the Hotel for any food, beverages and other services not expressly set out in the Express Agreement and any appendix but made available 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 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. PAYMENT TERMS FOR BEDROOM ACCOMMODATIONS (IF APPLICABLE):
If your Event includes bedroom accommodations, then in order to assign specific room types to your attendees, each bedroom in your room block must be confirmed in the manner described below, no later than fourteen (14) days prior to your Arrival Date. This date will be known as your “reservation cut-off date.” After the reservation cut-off date, you agree that Hotel may offer unused bedrooms held in your room block to other customers to reduce Hotel’s losses and your obligations under the performance damages clause. Confirmation of rooms after the cut-off date will only be accepted based on availability and at the prevailing Hotel rate. To confirm a bedroom within your room block, the bedroom must be secured with a valid credit card by you, the Planner, or the guest attending your Event. Should you secure bedrooms with your credit card, your attendees may thereafter provide their own credit card information for their own bedrooms. Please note that Hotel will not charge the credit card at the time provided to confirm a room. Credit cards will only be charged in the following instances: 1) at check out, unless you provide another form of payment, and 2) if early cancellation charges or no-show charges are assessed. If all the bedrooms within your room block are confirmed using one credit card on or before the reservation cut-off date, you will be required to submit a rooming list containing the name of the guest who will occupy each bedroom, along with the guest’s address.
3. OUTSIDE FOOD AND BEVERAGE:
Due to applicable law, you may not bring alcoholic beverages into the Hotel for your Event. You must obtain our prior approval before you bring any food or non-alcoholic beverages from outside sources into our Hotel. Service fees will apply to any outside food or beverage served in our function space, regardless whether Hotel labor is required.
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.
5. OUTSIDE CONTRACTORS:
Should you elect to utilize outside contractors on Hotel premises during your Event, you must notify us at least 7 calendar days in advance of your Event. We may require that your outside contractors sign a hold harmless, indemnification and insurance 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, 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.
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. You are advised to obtain and keep in force the appropriate insurance, a certificate or proof of which may be requested by the Hotel. You may, at your option, purchase insurance to cover your decorations, special objects and other property. The Hotel has no insurance for and, to the fullest extent permitted by applicable law, the Hotel shall not be responsible for any damage to or loss of your property. If required, in our sole and reasonable judgment, in order to maintain adequate security measures in light of the size and/or nature of your function, you will provide, at your expense, security personnel supplied by a reputable licensed guard or security agency doing business in the city or country in which we are located, which agency will be subject to our prior approval. Such security personnel may not carry weapons.
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 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. The OFAC List can be found by visiting http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx.
8. 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 Express 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 Express Agreement.
9. HOTEL’S RIGHT TO CANCEL FUTURE EVENTS:
We may elect to cancel any agreements separately made between you and the Hotel for additional meetings/functions to be held in the future without any liability to you for such cancellation (no fees, charges, damages or penalties shall be due from the Hotel as a result of the cancellation and no claim shall be brought against the Hotel as a result of the cancellation) if any of the following occurs: (i) the master account for a completed Event remains unpaid after 60 days; (ii) should your employees, agents, contractors or attendees cause unreasonable damage or disruption to Hotel’s premises, operations or guests; (iii) in the event of any criminal activity on Hotel’s premises arising out of or related to your Event; or (iv) if you book and subsequently cancel an excessive number of confirmed events, as determined by Hotel in its sole discretion.
10. 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.
11. EVENT PLANNER BONUS PROGRAMME (IF APPLICABLE):
If an individual is designated in the Express Agreement as the Event Planner, that person may be eligible to earn an Event Planner Bonus for a qualifying event. Only the Event Planner who is specifically named in the Express 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. For this Event, the Event Planner will earn one and one-half HHonors bonus points for every eligible one U.S. Dollar spent up to a maximum award of 100,000 points. 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. 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 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 agree to reimburse us for any fees, costs, liabilities or expenses that we incur should any person claim that disclosure was insufficient.
12. 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 bedrooms accommodations, commission will be granted in one sole payment 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 Express Agreement. Commission will be granted 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 Express 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 agree to be responsible to determine if it is required to declare the commission, hence to proceed accordingly with the declaration. You and the Planner agree as well to reimburse the Hotel the expenses and/or other obligations which could have been caused in case the declaration was inadequate.
13. DISPUTE RESOLUTION / GOVERNING LAW:
The parties agree to use their commercially reasonable efforts to informally and timely resolve any dispute concerning any matter related to the Express 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 litigation. The Express Agreement will be governed by Spanish laws.
14. COLLECTION / LEGAL FEES:
The parties agree that in the event that any dispute arises in any way relating to or arising out of the Express 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 Express Agreement, you will pay all expenses incurred by us in such collection efforts.
15. SUCCESSORS AND ASSIGNS:
The commitments made by each party will be binding on their respective successors and assigns. You not may assign the Express Agreement or any rights hereunder without prior written approval of Hotel. Further, the facilities contracted in the Agreement, including the meeting rooms, are for your exclusive use. You may not re-sell reservations. If we become aware of any violation of this section, we 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.
16. FORCE MAJEURE:
Neither party shall be responsible for failure to perform this Express Agreement in the event of force majeure (“fuerza mayor”) or unforeseeable circumstances (“caso fortuito”).
17. NO BINDING PRECEDENT:
Given that each group booking opportunity is evaluated by Hotel based on numerous factors (including, but not limited to, rate and room availability, total minimum anticipated revenue, seasonal demands, etc.), for the avoidance of doubt, the terms and conditions agreed to in this Agreement by Hotel, including but not limited to the special rates and concessions described herein, are for the benefit of the Event set out in this Agreement only and cannot be used to create a binding precedent by Client for future events at our Hotel or at any other hotel operating within the Hilton Worldwide portfolio of hotels.
Any amendments or changes to the arrangements described in the Express Agreement must be made in writing, signed by both you and us, provided, however, that your final guarantee of attendance may be made by phone. The provisions of this Express Agreement have been agreed upon by the Hotel and the Client without prejudicing the full effect of applicable regulations. Consequently, if any of the provisions of this Express Agreement contradicts the terms of any law or regulation, those legal terms will directly apply in terms that achieve, as much as possible, the goal of the provisions of this Express Agreement. The fact that any provision herein may be declared null and void or invalid by any judgment or arbitration award or by any administrative resolution shall not affect the validity and enforceability of the remaining provisions. In these cases, the affected provision shall be replaced by the provisions resulting from the applicable regulations so that, being valid and enforceable, the new provision achieves as much as possible the goal of the provision declared null or invalid.