Digital Services & Marketing Terms

Framework Agreement for Provision of Digital and Marketing Services

FRAMEWORK AGREEMENT FOR PROVISION OF DIGITAL AND MARKETING SERVICES

(Governed by the laws of England and Wales)

Introductory Provisions and Contracting Parties

This Framework Agreement (hereinafter “Agreement”) is concluded and effective from the Acceptance Date of its content and the payment of the first Service fee, between:

1. The Provider (Supplier):

Trade Name: Luxo Real Estate & Hotels Ltd
Address: 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ
Registration Number: 16688166
(hereinafter “Provider”)

2. The Client (Accommodation Facility):

The hotel, accommodation facility, or legal entity whose identification and contact details were duly recorded and verified during the online order and payment for the chosen Service package.

(hereinafter “Client”)

Acceptance: The Client's online order and first payment for the Service package constitute full and binding acceptance of this Agreement and all its Schedules.

Article I: Definitions and Subject Matter

1.1. Definitions:

For the purposes of this Agreement, the following terms shall have the meaning set forth below:

(a) “Gross Revenue”:: The total value of all reservations made through distribution channels, including taxes and all fees, before any deductions (e.g., OTA commissions, VAT, bank charges).
(b) “System”:: The Provider's proprietary software, specifically the Channel Manager, booking engine, analytical and data tools, provided to the Client under a non-exclusive license.
(c) “OTA”:: Online Travel Agencies (e.g., Booking.com, Expedia, Airbnb) and other similar distribution channels.
(d) “Fixed Monthly Fee”:: The regular, lump-sum monthly payment for the license, access to the System, and Core Services, specified in Schedule No. 2.
(e) “Variable Commission”:: The Provider’s remuneration calculated as a percentage of the Gross Revenue, specified in Schedule No. 2, established as the net (clean) remuneration of the Provider.
(f) “Services”:: All digital, consulting, and marketing services, including the System license, provided by the Provider under this Agreement and Schedule No. 1.
(g) “Contact Person”:: The individual duly appointed by the Client who is exclusively authorized to communicate and validly confirm operational instructions and changes to the Provider.
(h) “Acceptance Date”:: The day the Client pays the first invoice or completes the online order, at which point the Agreement enters into full force and effect.

1.2. Subject Matter and Scope:

The subject matter is the remote provision of digital, consulting, and marketing Services to the Client. The Provider shall not perform any physical operation, management, or personnel supervision at the Client's premises. All services are **exclusively remote**.

Article II: Responsibility, Control, and Client Obligations

2.1. Final Decision and Control: The Client retains full operational control over the facility. The Provider provides recommendations only; the final decision on pricing, availability, and inventory rests solely and exclusively with the Client.
2.2. Client's Operational Liability: The Client is exclusively responsible for the physical maintenance, staffing (including reception and check-in/out processes), adherence to local legislation, and handling all guest complaints on-site.
2.3. Mandatory Daily Data Verification (KEY OBLIGATION): The Client is obligated to daily check and verify the correctness of all settings, prices, and calendars within the System, regardless of which party performed the initial setup or subsequent changes. This verification duty is the primary prerequisite for transferring risk of damage to the Client.
2.4. Transfer and Control of Revenues: All customer payments and revenues shall primarily be directed to the Client’s designated bank account. If OTAs or platforms require that the payment account be opened in the name of the Provider for operational reasons, the Provider is authorized to open such an account.
In such case, the Provider shall act only as a temporary collecting agent and shall transfer all funds received on behalf of the Client to the Client’s bank account within seven (7) calendar days of receipt, after deducting the agreed Provider’s fees. The Client remains the sole financial beneficiary of all revenues.
2.5. Cooperation in Lease Formalities: The Client expressly agrees that if any OTA or distribution platform requires a Lease Agreement as a formal condition for opening, operating or licensing the Client’s profiles, the Client shall cooperate with the Provider and sign such supplementary Lease Agreement upon request. Such Lease Agreement shall only have symbolic rent (“token rent”) and shall not affect or modify the economic, financial or service-related provisions of this Master Service Agreement (MSA), which remain the sole basis for remuneration and taxation.
2.6 Provider’s Channel Manager and System Obligations:

The Client is obligated to provide all required property data, content, photographs, policies, pricing information, and restrictions in a timely manner and to verify their accuracy in the Provider’s CM daily or as needed.

The Client acknowledges that the Provider’s CM is the sole binding system of record for capacity, availability, and rates, and any errors caused by the Client’s failure to perform verification shall remain the Client’s exclusive responsibility.
2.7. Continuity of Services: The use of Services cannot be suspended even in the event of temporary closure of the facility, reconstruction, or low season. The Fixed Monthly Fees shall remain due and non-refundable even in such cases, as they represent remuneration for the continuous provision of digital marketing, distribution, and system maintenance services which are independent of the physical operation or occupancy of the facility.
2.8. Access and Cooperation: The Client shall provide the Provider with full and continuous access to all necessary systems, platforms, and data (including OTA accounts, PMS, Channel Manager, analytics, marketing tools) required for the proper performance of the Services. Any failure to provide such access shall release the Provider from liability for related damages or service limitations.

Article III: Financial Provisions, Invoicing, and Penalties

3.1. Financial Liability and Risk Transfer:

The Client bears exclusive and unconditional responsibility for all costs, including OTA commissions, transaction charges, and marketing expenses advanced by the Provider.
Client’s Obligation to Cover Damages: The Client is obligated to indemnify the Provider for all damages, penalties, and fines imposed by third parties (OTAs) resulting from reservations, overbookings, cancellations, or incorrect capacity management. Given the Client's specific duty to verify the System data as stipulated in Article II.2.3 and Article II.2.6, the Client shall cover these damages regardless of which party implemented the error.

3.2. Invoicing Frequency and Due Date: Invoices are due within 7 (seven) calendar days from the date of issuance of the invoice. The Provider may issue invoices monthly, or at any time if the cumulative amount of commissions/fees exceeds 500 USD.

3.3. Late Payment Penalties and Enforcement:

Default Interest: The Client shall pay a default interest rate of 0.2% of the outstanding amount for each day of delay.
Enforcement Costs: The Client is obligated to cover all legal representation costs and court expenses in full, should the Provider resort to legal action for collection.
Right to Suspend: If payment is delayed by more than 14 days, the Provider has the right to immediately block the Client's access to the System and suspend all Services.

Article IV: Duration, Termination, and Survival of Obligations

4.1. Duration and Minimum Commitment: The Agreement is concluded for an indefinite period with a mandatory minimum commitment of 12 months. After the Minimum Period, termination is possible with a 3-month (90-day) notice period.
4.2. Early Termination: If the Client terminates the Agreement before the Minimum Period, the Client must pay all remaining Fixed Monthly Fees and Variable Commissions up to the end of the 12-month commitment.

4.3. Survival of Obligations (POST-TERMINATION LIABILITY): The Client's obligations regarding damage compensation and payment of Variable Commissions for reservations made during the Agreement's validity **shall survive and remain fully enforceable even after the termination of this Agreement without time limitation.
4.4. Termination for Cause: The Provider may terminate this Agreement with immediate effect if the Client, or any of its employees, representatives or agents:

(a) fails to pay any invoice within 14 days of its due date,
(b) materially breaches any obligations under this Agreement,
(c) attempts to circumvent the Provider in violation of Article 5.3,
(d) violates applicable data protection laws (including GDPR),
(e) causes financial damage to the Provider, or damages its reputation, goodwill, or business name in any way,
(f) repeatedly refuses or fails to comply with the Provider’s written instructions concerning the operation of distribution channels or systems,
(g) repeatedly receives negative guest reviews or complaints that materially impact the Provider’s reputation or commercial performance,
(h) engages in any conduct, or fails to act, in violation of applicable laws, regulatory requirements, or OTA platform conditions, which adversely affects the provision of Services.

Article V: Concluding Provisions and Limitations

5.1. Limitation of Provider’s Liability: The Provider shall not be liable for the Client’s loss of profit, indirect damage, loss of reputation, or for outages of OTAs, PMS, internet, or other external systems.
5.2. Force Majeure: In the event of occurrences outside the Provider's control (e.g., pandemic, war, natural disaster, massive network/OTA outage), the Provider's obligations are suspended; however, the Fixed Monthly Fees shall remain due and payable.
5.3. Non-circumvention: The Client shall not bypass the Provider by self-managing or transferring accounts/channels established by the Provider. Violation results in a contractual penalty of 50,000 EUR per incident. This penalty shall not limit the Provider's right to claim further damages.
5.4. Data Protection (GDPR): The Client is the Controller of guest personal data, and the Provider is the Processor, processing data strictly for the provision of Services. The Client is responsible for ensuring the legal basis for processing. The Provider must implement appropriate technical and organizational measures.
5.5. Governing Law and Jurisdiction: The legal relationship is governed by the laws of England and Wales. All disputes shall be settled exclusively before the competent courts in London, United Kingdom**. In case of ambiguity, interpretation is always determined in favour of the Provider.
5.5. Intellectual Property Rights: All marketing materials, texts, photos, videos, designs, and other creative content produced by the Provider in connection with the Services shall remain the intellectual property of the Provider, unless expressly transferred in writing. The Client shall receive a non-exclusive, non-transferable license to use such content solely for the duration of this Agreement and for the purposes of operating the accommodation facility.

5.6. Confidentiality: Both Parties undertake to keep strictly confidential all commercial, financial, technical, and operational information obtained during the term of this Agreement, and not to disclose it to any third party without prior written consent of the other Party, except as required by law. This obligation survives the termination of the Agreement indefinitely.

SCHEDULE NO. 1: Service Specification

1. Hotel Management Packages (Core Services)

PRIME (Core Activation & Management): Includes Channel Manager integration, core OTA profile management (photos, descriptions), Revenue Management recommendations (prices, restrictions), and basic reporting.
PREMIUM (Includes Prime + Strategic Expansion & B2B Campaigns): Includes all PRIME services plus activation/management of secondary OTAs and implementation of base PPC/Social Media campaigns (advertising costs borne by Client).
PLATINUM (Includes Premium + Full Integration & Individual Strategy): Includes all PREMIUM services plus full OTA content management, individual strategic consultation, and inclusion of Email Marketing (Enterprise) and Social Media Mgmt. (Video Enterprise) modules at no extra cost.

The Provider does not guarantee any specific financial result, occupancy rate, or profit increase.

SCHEDULE NO. 2: REMUNERATION, FIXED FEES, AND PENALTIES

1. Digital Service Packages (Core Rates)

Package Name	Fixed Monthly Fee (USD)	Variable Commission (from Gross Revenue)
PRIME	$1,000	10%
PREMIUM	$2,000	7%
PLATINUM	$5,000	5%

2. Ad-Hoc and Non-Standard Charges

These charges cover work and services outside the regular scope of the agreed-upon package, including mandatory administrative fees.

Item	Description	Rate/Charge
Work Beyond Scope/Urgent Support	Provider's work beyond standard support (e.g., extensive phone consultations, non-standard system requests, emergency support related to phones/systems).	$120 USD / hour
Administrative Work	Additional administrative tasks upon Client's request (e.g., specific manual report processing, detailed data extraction, filing).	$120 USD / hour
SMS Message Fee	Populated fee for each SMS sent by the Client through the System to guests (covers carrier and gateway costs).	$1.60 USD / SMS
Overbooking/Refusal Penalty	For each incident leading to a financial loss/fine from an OTA due to inventory error.	$1,000 USD per incident.
Default Interest	Applied to any late payment of an outstanding invoice.	0.2% per day of delay
Security Deposit/Financial Guarantee	Required when outstanding debt exceeds $1,200 or in case of poor payment discipline.	Amount determined by the Provider.

Signatures and Acceptance

This Agreement is considered duly signed, concluded, and binding upon both contracting parties upon the Client's online acceptance of its content and the subsequent payment of the first fee.