Terms & Conditions
AMITY and the Customer for and in consideration of the mutual promises and covenants expressed herein, agree to the terms and conditions of this Agreement:
Reservations, Stays & Deposits
(a) Customer must complete and return the executed Agreement prior to arrival date. AMITY may, in its sole discretion, waive the requirement for a Reservation Deposit.
(b) Once the Agreement has been executed by AMITY, the Customer shall provide AMITY with a roster, if one has not yet been provided to AMITY, showing the persons authorized by Customer to obtain accommodation at the Criollo Lodge relative to this Agreement. Customer shall promptly notify AMITY of any changes to the roster.
(c) All reservations are subject to availability.
(d) All reservations and stays are subject to facility fees, food surcharges and fuel surcharges.
(e) All credit card processing fees are the responsibility of the client / guest and will be added to transition invoice.
Cancellation. A Reservation Deposit is non-refundable if a reservation is cancelled within 24 hours of the applicable Rental Dates.
No Shows. Should a person not show up for their scheduled reservation, the Customer shall remain liable to pay for such reservation unless notice of cancellation has been provided in accordance with the preceding Section 2.
Use of Facilities.
(a) Customer and all its guests at the Amity Lodge Facilities shall be subject to the rules and regulations of AMITY while they are at the Amity Lodge Facilities.
(b) Customer shall be responsible to ensure that all of its employees, contractors and other designees it authorizes to attend at the Amity Lodge Facilities act in a professional manner that does not prevent or in any way hinder AMITY or its personnel. In this regard, Customer shall take all necessary steps to ensure a system of disciplining its employees, contractors and other designees it authorizes to attend at the Amity Lodge Facilities.
Term and Termination.
(a) This Agreement shall be effective as of the Effective Date and remain in full force and effect until completion of all Rental Dates, unless earlier terminated by written agreement of the Parties or as otherwise provided in this Agreement.
(b) If Customer breaches any of its obligations pursuant to this Agreement and such failure is not corrected within ten (10) days after Customer’s receipt of notice of such failure from AMITY or if the failure cannot reasonably be corrected within such period, Customer does not immediately take steps to remedy the failure to AMITY’s satisfaction, or if Customer becomes insolvent, subject to a receiving order or enters into an arrangement for the benefit of its creditors, AMITY may, without prejudice to any other right or remedy, immediately terminate this Agreement.
(c) AMITY shall be entitled to terminate, without penalty, this Agreement for convenience on twenty (20) day notice to Customer.
(d) Upon termination or expiry of this Agreement, Customer and its employees, contractors and other designees it authorizes to attend at the Amity Lodge shall immediately vacate the Amity Lodge.
Compensation and Payment Terms. Customer will pay AMITY in the amounts as set forth in the Agreement. Unless otherwise agreed in writing, customer will pay AMITY’s invoices within seven (7) days of invoice date. Interest will accrue on all late payments from the date due at 5% per month (or, if lower, the maximum legal rate). Customer will pay AMITY’s costs and expenses incurred to collect any amounts past due.
Indemnification. The Customer agrees to indemnify and hold AMITY harmless against any and all actions, claims, demands, damages, liabilities and costs incurred by AMITY, which result from or arise in connection with the acts or omissions of the Customer, its employees, contractors and other designees it authorizes to attend at the Amity Lodge provided, however, that Customer will not be responsible for damage or destruction of the facilities except to the extent caused by its gross negligence or willful misconduct.
Insurance. Amity (via Operator) and Customer will provide, or cause to be provided, workers’ compensation insurance as required by law. Additionally, each Party will provide, or cause to be provided, comprehensive general liability insurance (including products, contractual, and broad form vendors’ coverage), with limits of $1,000,000. Any insurance coverage that AMITY provides for Customer will only cover liability assumed by AMITY in this Agreement; its insurance coverage will not cover liability in connection with or arising out of the wrongful or negligent acts or omissions of Customer.
Limitation of Liability. Neither Party will be liable to the other Party for any loss of business, profits, goodwill, consequential, incidental, special, exemplary, or punitive damages, however denominated, even if a Party has been advised of the possibility of these damages.
Confidentiality Obligations.
(a) Each Party receiving Confidential Information from the other Party will maintain the Confidential Information, along with the terms of this Agreement, in strict confidence, disclosing them only to its employees or third parties bound by confidentiality obligations with a need to know, except as any disclosure may be agreed to in writing by the Parties or as may be required by law, regulation or court order. Each Party agrees that all Confidential Information will be used solely for the purpose of performing its duties and obligations under this Agreement or any Reservation Contract.
(b) All Proprietary Materials of a Party used by or provided to the other Party in connection with this Agreement or a Reservation Contract will remain the property of the Party (even in the instance if Customer may have paid for the use of any Proprietary Materials of AMITY in connection with the services provided hereunder). Upon termination of an Reservation Contract, each Party will discontinue all use of trademarks, service marks and logos owned by or licensed to the other Party and will immediately return to the other Party all Proprietary Materials of the other Party used or provided under the Reservation Contract.
(c) For the purposes of this Agreement, “Confidential Information” means all financial, operating and personnel materials and information (e.g.,as technical manuals, plans, policy and procedure manuals) relative to or utilized in a Party’s business that is disclosed by one Party to the other under this Agreement or a Reservation Contract and marked or designated confidential or proprietary or that should otherwise be reasonably understood to be confidential or proprietary in light of the circumstances surrounding disclosure.
Force Majeure. Neither Party will be responsible to the other for any losses or damages resulting from its non-fulfillment, in whole or in part, of any terms or conditions of this Agreement, except for payment of monies owed, if such non-fulfillment results from war, riot or other disorder, strike or other work stoppage, act of terrorism, fire, flood, or any other act or occurrence beyond its reasonable control.
Entire Agreement. This Agreement constitutes the entire agreement of the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, discussions, or representations. This Agreement cannot be amended or changed, except in a written amendment signed by Customer and AMITY. Any terms or conditions contained in a purchase order, quote, acknowledgement, proposal or invoice will not be part of this Agreement and are not binding on either Party.
Assignment. Customer may not assign this Agreement without the prior written consent of AMITY.
Miscellaneous. Any provision of this Agreement determined by a legal authority to be invalid or unenforceable will not affect the validity or enforceability of the rest of this Agreement. No failure or delay by either Party to exercise any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of a waiver preclude any other or further exercise of that right. The rights and obligations of the Parties which by their nature must survive the termination of this Agreement will survive the termination of this Agreement. This Agreement will be governed by the laws of the state of Philadelphia, without regard to its conflict or choice of law provisions, and may be executed in multiple counterparts and sent by facsimile or other electronic means, and each counterpart will be deemed an original, which will together constitute one and the same instrument. Any notice under this Agreement must be in writing and addressed to the receiving party at the address stated on the first page of this Agreement (or such other address of which that Party has given proper notice) and, if delivered personally, sent by prepaid registered mail or by courier, will be deemed to have been given when actually received, or, if transmitted by email or fax, will be deemed to have been given on the first business day following the date of transmission. The phrases “including”, “includes”, and “include”, wherever used in this Agreement, means “including, but not limited to”.