CONTRACTUAL

TERMS & CONDITIONS

Updated 05/02/21: revised section 6 on late payment penalties

1. The Agreement

Capitalized terms in this Agreement have the meanings given in Clause 26 "Definitions".

The Agreement, which consists of the preceding offer of the Client and these Terms and Conditions, does not include any other oral or written promises, terms, or conditions. Any amendment or change to the Agreement shall have no effect unless agreed upon in writing that refers specifically to the Agreement and is executed by duly authorised representatives of both parties.

Each non-binding proposal returned signed by the Client shall constitute an offer of the latter and shall only become a binding Agreement for the Hotel when countersigned by the Hotel or FLI Group, acting on behalf and for the account of the Hotel.

The Agreement sets out the entire agreement and understanding between the Client and the Hotel and shall supersede and replace all documentation previously issued by either party in relation to its subject matter.

The Agreement also supersedes the Client's own Terms and Conditions.

 

2. Complaints

Any complaint relating to the accommodation services rendered by a Hotel pursuant to this Agreement shall be directly conveyed by the Client and/or the Guest to the relevant Hotel within one (1) month after the check-out date of the Guest. Complaints received after this delay cannot give rise to any compensation, termination or any other claim of the Client or Guest.

 

3. Rates

The Hotel or FLI Group acting on behalf and for the account of the Hotel, is entitled to change prices during the duration of the contract in compliance with changes imposed by the Government, including in relation to evolution of VAT and City Tax.

 

4. Payment

4.1 Payments shall be made in the currency indicated on the invoice issued by the Hotel and shall be net of all expenses for the Hotel. Bills of exchange, domestic and foreign cheques are not accepted as means of payment. Cash payments shall comply to the limits set forth in the Belgian anti-money laundering legislation.

4.2 The Client shall inform the Hotel of the means of payment used at the Booking Date and of any change during the Term. The Hotel reserves the right to charge any additional costs incurred in connection with the use of a new means of payment.  Where responsible for payment, Guests are required to settle the amounts in cash or by credit card at the Hotel’s reception desk, upon departing from the Hotel. 

4.3 The Client shall remain ultimately responsible for any amount owed by any Guest under this Agreement. In particular, should any Guest fail to provide payment covering his/her invoice or only part of it, the Hotel shall be entitled to request the Client to promptly pay any outstanding amount and no later than thirty (30) calendar days as of the date of issuance of the invoice to the Guest.

4.4 The Hotel reserves the right to ask the Client to provide a financial guarantee (floating deposit, joint and several guarantee or guarantee on first demand), as specified in this Agreement.

4.5 All accounts incurred will be invoiced if credit is approved by the Hotel pursuant to Clause 5 below. If credit is not approved, Client will be required to pay the entire cost of the reservations/event at the time of booking, unless otherwise agreed.

4.6 All accounts or Hotel bills below €500,00 shall be settled directly at the time of departure without credit, unless otherwise agreed.

4.7 Any queries will not delay payment of the outstanding balance, except in the event of a material breach of the Hotel. 

4.8 No allowance or refund can be made for meals and other elements not taken within agreed package rates.

 

5. Credit

5.1 Credit facilities within the Hotel may be obtained on application to the Hotel (subject to the agreement of the Hotel). Credit facilities must be finalized at least two (2) weeks prior to the start of the first reservation or event date. All amounts incurred against an agreed credit facility will be invoiced immediately after the Guests have departed the property unless a specific invoicing frequency has been agreed.

5.2 The Hotel reserves the right to conduct credit checks or otherwise reasonably satisfy itself as to the solvency of the Client prior to providing credit facilities. The Hotel may at any time withdraw any credit facility, making any outstanding balance immediately due and payable, where it has reasonable grounds to do so. Where credit has been approved, payment terms shall be fixed at thirty (30) days unless otherwise specified in this Agreement.

 

6. Late Payment Penalties

In the event of non-payment by the contractual due date, by law and without notice of default, the Client will be charged a 1% monthly interest fee, calculated on the tax-inclusive amount of the invoice. When calculating the interest due, the monthly fee will be applied as a daily pro-rata.

An additional damage clause will also be charged at 15% of the initial invoice amount with a minimum of 150 euros.

Any legal costs and implementation costs are at the expense of the defaulting customer.

 

7. Invoice Disputes

If the Client has a bona fide dispute in respect of the whole or part of an invoice, it shall notify the Hotel in writing immediately and no later than 5 Working Days after invoice sending date. Any invoice not disputed in accordance with this Clause will be deemed to have been accepted by the Client. The parties shall co-operate in good faith to resolve the dispute over any invoice as amicably and promptly as possible and on settlement of any dispute, the Client shall make the appropriate payment within the agreed payment terms.

 

8. Cancellations

8.1 If the Client wishes to cancel an Event or cancel the reservation of some or all bedrooms reserved, the Client must provide the Hotel a written notice of cancellation. Cancellation shall be effective, final, and binding on the Cancellation Date. Any notice of cancellation received out of the hours of 9.00am and 5.00pm local time shall be deemed made on the next Working Day.

8.2 If the Client cancels part or all of a booking, the Hotel will charge a cancellation fee as outlined in this Agreement.

8.3 In addition to these cancellation fees, the Client must reimburse the Hotel (on an indemnity basis) for any expenditure incurred in respect of any cancelled Event including (but not limited to) any costs, charges or penalties as a result of having to make consequential cancellation of its own arrangements with third parties in relation to the Event.

8.4 The Hotel may invoice the Client for any cancellation fees payable at any time after the cancellation. The Client shall pay such invoice on presentation of invoice.

 

9. Termination

9.1 Unless otherwise provided herein, the Hotel may terminate the Agreement or suspend the Agreement until the situation is resolved:

  • if the booking prejudices the reputation of the Hotel or (any other affiliates of) FLI Group BV,

  • if the Hotel becomes aware of any deterioration in the Client’s financial situation such that the Hotel reasonably considers the Client may not be able to fulfil its material obligations under the Agreement,

  • if the Client fails to pay any sum when due (in relation to any booking with the Hotel or any other affiliates of FLI Group BV), or

  • in the event of a change of Control over Client within [one (1)] month of such change of Control, with a [thirty (30)] day-notice.

9.2 The Hotel may charge the cancellation fees provided in the Agreement in the event of any cancellation under this Clause 9.1.

9.3 Without prejudice to the specific situation described in Clause 27 below, any Party may terminate or suspend the Agreement in the event of force majeure preventing performance of the obligations set forth under this Agreement for more than [thirty (30)] days, with immediate effect upon notice stating such force majeure.

9.4 The termination right as set under this clause 9.1 can be used without prior intervention of a judge and without compensation being due.

 

10. Relocation

In the event of an exceptional event or an event preventing the operation of the Hotel under normal conditions and, in particular, natural disasters, unforeseen works inside the Hotel, water damage, technical problem, or for any other reason, etc. preventing the provision of services to the Client in the scheduled Hotel, the Hotel reserve the possibility of accommodating the customers in a hotel of equal category at no extra cost to the Client, the costs inherent in the transfer between the hotels being borne by the Hotel, which cannot then be held liable for any further compensation.

 

11. Transfers

The preferred terms outlined in the Agreement apply solely to the Client. Unless otherwise stated in the Agreement, the Client shall not transfer any of the agreed terms to other Guests or companies including sub-contractors. The Client remains responsible for the full amount charged on the Client's rate per this agreement.

 

12. Liability

12.1 This Clause 12 sets out the Hotel’s entire liability in respect of any breach of these Conditions or the Agreement and any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.

12.2 The Hotel shall not be liable, whether in contract, tort (including negligence) or otherwise for any indirect loss however arising.

12.3 In no event will The Hotel's liability for any loss or damage in contract or tort (including negligence) or howsoever otherwise arising, exceed the total amount paid by the Client for the Event.

12.4 The Hotel shall not be liable for any breach of the Terms and Conditions or delay or failure in providing services as a result of causes beyond its reasonable control including (but not limited to) war, terrorism, acts of God, fire, floods, strikes, delays in transportation, failure of services or inability to obtain any necessary information or consent from any authority. The Client shall not claim compensation for delays or failure to deliver services in the event of force majeure.

12.5 Nothing in these Conditions shall exclude or restrict either Party’s liability in respect of death or personal injury or for (direct) damage resulting from its gross negligence, wilful misconduct, or fraudulent misrepresentation or that of its employees.

12.6 The Hotel does not accept any responsibility for any loss or damage occurring to vehicles in the car park. The Hotel does not accept responsibility for loss or damages to any object or equipment, placed or left in any of the property areas, whether bedrooms, conference rooms, restaurant, or any public area.

12.7 The Hotel is not responsible for services provided by third parties, nor the remuneration for these services.

12.8 Each and every Hotel listed in this Agreement has concluded a separate Agreement with the Client and has thus its own obligations vis-à-vis the Client and the Guest. Therefore, a Hotel cannot be held liable for any damage whatsoever solely caused by another Hotel under its (own and separate) Agreement with the Client.

 

13. Insurance

The Parties shall at all times during the Term of this Agreement maintain a liability insurance policy, with reputable insurers, for a sufficient amount consistent with market practice for their respective activity.

 

14. Damage

14.1 The Client, its guests, and representatives, shall behave responsibly and be mindful of all spaces put at their disposal by the Hotel. The Client shall be liable to the Hotel for any damage caused to the allocated rooms or the furnishings, utensils and equipment therein or to the Hotel generally by any act, default or neglect of the Client or any sub-contractor, Employee or Guest of the Client and shall pay to the Hotel on demand the amount required to make good or remedy any such damage.

14.2 If any bedroom or meeting room assigned to the Client is left in an unreasonable state, additional cleaning fees may be charged, with a minimum fee of 150€.

 

15. Expenses

Unless otherwise provided herein, each of the Parties shall bear its own costs, charges, and other expenses of any nature whatsoever with respect to the negotiation, preparation, performance, and implementation of this Agreement.

 

16. Representations

Each Party represents, warrants, and covenants to the other that:

  1. it has the authority to enter into and perform this Agreement,

  2. it is not insolvent or subject to any safeguard (including accelerated safeguard), bankruptcy, liquidation, or equivalent proceedings under any applicable law,

  3. its execution, delivery and performance of this Agreement and provision of services under this Agreement will not violate any agreement to which it is a party or violate any laws, rules, guidelines and regulations or governmental orders.

 

17. Waivers

Changes and amendments made to the provisions of this Agreement shall only be made in writing in a document signed by the Parties. The Parties recognize that the duration of all the time periods provided in this Agreement have been agreed to, and that the consequences of compliance with or breach of these time periods have been accepted by the Parties, including in those cases where compliance or breach leads to the loss of a right. Subject to the above, waiver by a Party of any condition or right or waiver of enforcement of a breach of any provision, term or covenant contained in this Agreement at one or more times shall not be considered or construed as a recurring or continuing waiver of that condition or right or of the right to enforce a breach of any other provision, term or covenant of this Agreement.

 

18. Health and Safety

18.1 The Client (and its sub-contractors, employees, and Guests) must follow the Hotel’s guidance and adhere to local legislation in all Health and Safety-related matters.

18.2  For security reasons, the Hotel may need to search Guests or third-party suppliers' belongings and equipment. The Client shall ensure co-operation with any such searches undertaken by the Hotel.

 

19. Intellectual property

19.1 The Client shall not use any of the Hotel’s trademarks or intellectual property without having received prior written consent from The Hotel, and solely for the purpose of promoting the accommodation services made available to the Client under this Agreement within the Client’s organization.

19.2 The Client may not enter collaborations with the Hotel's staff, customers, or suppliers, without prior Hotel written agreement.

20. Personal Data Protection

Each Party acknowledges that the booking of stays or events in the Hotel implies the collection and the processing of personal data (as defined in EU General Data Protection Regulation (“GDPR”)) pertaining to the Guests (the “Personal Data”). The Hotel acts as a Data Controller regarding the Personal Data they collect. These data will be processed in accordance with GDPR and the Hotel’s data protection charter, which was communicated to the Client and which the Client shall communicate to all Guests prior to making a booking for such Guests. It is also available through the following link: https://www.fligroup.eu/privacy-policy/. Each Party warrants to collect, process and store Personal Data in compliance with GDPR.

 

21. Confidentiality

The Parties shall treat this Agreement as confidential. They shall not disclose to any third party the existence or content of this Agreement,  and any information concerning any of the Parties, its activities, its customers, its financial results, its development and its strategy (the “Confidential Information”), unless with the prior written consent of the disclosing Party;  or if required by applicable judicial , administrative or governmental bodies,  having notified the disclosing Party (to the extent permitted by applicable law) to give the disclosing Party the opportunity to review, narrow or prevent such disclosure or use, and use its best endeavors to ensure that the receiving person or entity keeps the Confidential Information confidential and does not use the Confidential Information except for the purposes for which the disclosure is made.

Should this Agreement be voided or terminated, this Article shall remain in full force and effect for a period of five (5) years.

 

22. Anti-Bribery and Ethics

The Parties undertake to respect the most stringent anti-bribery and corruption legislations in all of their activities.

 

23. Applicable Law

This Agreement shall be governed by the laws of Belgium without giving effect to its principles of conflict of laws.

 

24. Disputes

All disputes of whatever nature shall fall within the jurisdiction of the court of Gent and only Belgian law shall apply. It is understood that the dispute will be managed between the Client and the relevant Hotel without implication of FLI Group BV or the other Hotels, in as far as the Client has no contractual relationship with them.

Should a dispute need to be brought before a Justice of the Peace, the Justice of the Peace of the third canton of Gent shall be the competent authority.

 

25. Notifications

Any notice or other communication required or permitted to be given hereunder shall be delivered in writing or e-mail to the respective Hotel or Client representatives outlined in this Agreement.

Any such notice or other communication shall be effective on the earliest of actual receipt or three Working Days after sending of the communication.

 

26. Definitions

26.1 “Client” means the person, firm, or company responsible for commissioning and payment of the services provided by the Hotel.

26.2 “Agreement” means the written agreement between the Hotel and the Client for a specific booking or series of bookings. It being understood that each and every Hotel is separately bound by the Agreement (thus not jointly and severally).

26.3 “Guest” means the person benefiting from the services of the Hotel (including accommodation, meeting space) under the terms agreed with the Client.

26.4 “Cancellation Date” means the Working Day on which The Hotel receives written notice of cancellation.

26.5  “Working Day” means Monday to Friday excluding bank holidays and other public holidays in Belgium.

26.6 “Employee” means every person bound by a labour agreement with the Client.

26.7 “Hotel” means the hotels mentioned in the Proposal.

26.8 “Proposal” means the non-binding contract proposal of the Hotel, or FLI Group BV on behalf and for the account of the Hotel.

27. COVID-19

Without prejudice to Clause 9.3 above, should the Belgian Government impose a travel ban, or other mandated restriction across the Belgian territory as a result of Covid-19, which prohibits the reservation from running as contracted, the Hotel will work with the Client or representative event organisers to find a suitable date(s) to postpone the booking to, subject to availability and (if applicable) rate re-negotiation.

Should preferred alternative dates not be available, then the Hotel would cancel the event without charge and refund all deposits paid.

However, in the absence of any travel ban imposed by the Belgian Government or any other mandated restriction across the Belgian territory as a result of Covid-19 which prohibits the reservation from running as contracted, the Parties can still perform the Agreement as agreed upon, and the Client the will still obliged to meet its payment obligations (even if it is not possible for the Client (or its Guests) to visit the Hotel. The foregoing is without prejudice to any cancellation right (free of charge) that would be granted by the Hotel to the Client pursuant to the specific terms of the Agreement.

 

28. Severability

If one or more clauses of these terms and conditions of this Agreement are invalid, unlawful, void or for any other reason unenforceable, this will not affect the validity and enforceability of this Agreement. In this event, the Parties or, in the absence of an agreement between Parties, the court will replace such provision by a legal, valid and enforceable provision which and corresponds as closely as possible to the intention of the Parties with the illegal, invalid or unenforceable provision.

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