Independent Hospitality Marketing Limited

Independent Hospitality Marketing Limited

20 Church Road

Horspath

Oxford

OX33 1RU

Company Number:3308603

VAT Reg. No: GB 685 517 402

HOTEL MEMBERSHIP & AGENCY AGREEMENT FOR 2016

Independent Hospitality Marketing Limited (IHM) is a sales and marketing company and booking agency dedicated to the international promotion of individual hotels and B&B’s, united by a common goal of high standards of quality and service. Hotels and B&B’s are located throughout the United Kingdom. IHM has agency rights from international and UK based tour operators to procure good quality accommodation in independent hotels and B&B’s. Minimum standards are set each year to an equivalent AA, ETB, WTB or Visit Scotland rating for a property to be offered.

IHM agrees to act as the accommodation supplier’s agent and will use its best endeavours to represent the accommodation supplier and to generate bookings for the accommodation supplier with the tour operators with which IHM as agency rights.

The accommodation supplier appoints IHM to represent it in dealings with tour operators and authorises IHM to commit it to the terms of contracts with tour operators.

The accommodation supplier agrees to pay an agency fee to IHM in accordance with the section below. The agency fee and the subscription fee together constitute the consideration for IHM’s agency services as described herein.

The Hotels are marketed collectively as ‘The Circle’. The Bed & Breakfasts are marketed collectively as “Bed & Breakfast Treasures”.

AGENCY FEE

The accommodation supplier will pay the agency fee to IHM in return for IHM’s services. The rate of the fee will be as agreed by the parties from time to time. For the avoidance of doubt, the schedule of daily amounts due to the accommodation supplier includes the agency fee and the fee (including any VAT due) will be retained by IHM before remitting the amounts due to the accommodation supplier. IHM will issue a statement to the accommodation supplier at the end of each month detailing the remittances due and will provide a VAT invoice where applicable. For 2014 the agency fee is set at £1.75 plus VAT ppn and this is subject to amendment from time to time.

PRICE SETTING

IHM allocates each accommodation property to one of several property bands. The band selected is a recognition of quality and services offered and is based on the gradings adopted by Visit Britain and the AA.

The price paid by the tour operator is determined by the band into which each property has been allocated. The rate received by the accommodation supplier is therefore similarly determined by the band adopted. The accommodation supplier hereby authorises IHM to select the band which in IHM’s view is the appropriate band and, in so doing, to set the price at which the accommodation supplier will supply its services to the tour operator.

BOOKINGS & PAYMENTS

When placing bookings and making payments, IHM Ltd acts solely as an intermediary agent between the tour operator and the accommodation supplier. The booking confirmation will state the name of the tour operator and the country of origin of the customer and the contract to supply the accommodation is between the accommodation supplier and the tour operator client. IHM collects amounts due to the accommodation supplier from the tour operator. Payments are held by IHM on behalf of the accommodation supplier in a separate IHM client trust account pending a claim from the accommodation supplier. As described above, IHM will on a monthly basis take its agency fee, including any VAT payable to HMRC, from this account based on income and claims received. All payments to hotels and B&B’s are gross from the trust account and UK VAT (where applicable) is payable by the accommodation supplier.

Following the date of stay, the accommodation supplier is required to notify us of entitlement to payment by invoice or returning to us the vouchers or through an email or telephone claim. Please note that the larger section of an ‘open’ or ‘go as you please’ voucher must be returned to IHM to generate payment.

CANCELLATIONS

A cancellation fee is payable if a booking is cancelled within 72 hours prior to arrival date. In the event of a cancellation being notified to IHM by any tour operator, IHM will collect the cancellation fees payable and remit any amounts due to the accommodation supplier after deduction of its booking fee.

The accommodation supplier agrees that IHM may at its own discretion charge additional fees to the tour operator in the event of cancellation, such fees being in addition to any cancellation charges due to the accommodation supplier, in recognition of its performance of its services in relation to the whole booking. Any such fees will be agreed between IHM and the tour operator.

YEAR END RECONCILIATION

All vouchers, invoices and claims for payment are to be submitted prior to the end of the second calendar week in January of the following year. For 2016 bookings and vouchers the specific date is January 10th 2017. Immediately thereafter, IHM will reconcile the accommodation trust bank account and transfer to its benefit any surplus funds remaining unclaimed.

RENEWAL & TERMINATION

The accommodation supplier may terminate this agreement or increase its net rate category (Cat 1 - Cat 5) by giving notice in writing not later than June 30th in respect of the following calendar year (January to December). The hotel irrevocably acknowledges that IHM or its agents may enter binding commitments on behalf of the accommodation supplier immediately after this date should no written notice or net rate change have been provided.

IHM may give written notice of termination of this agreement with immediate effect in the event that:

i) The termination be pursuant to any resolution of the board of Directors.

ii) The accommodation has failed to comply with the terms and conditions of this agreement, whether relating to the quality of the establishment, service or payment of moneys

iii) If, at the discretion of IHM, it is reasonable to recommend cessation of membership after receipt within 12 months of not less than 3 serious complaints from customers and such complaints are upheld.

iv) In the event that ownership changes and standards fall below those expected .

SUBSCRIPTION & CONDITIONS OF MEMBERSHIP

The subscription period is January 1st to December 31st with the following year’s subscription notified by newsletter during May Subscription Fees are set by IHM Ltd based on category and the volume of bookings received in the previous calendar year.

The accommodation supplier shall pay the annual subscription or forward a signed six monthly standing order mandate (where applicable) on or before the 30th September with regard to the following membership year. The accommodation supplier irrevocably permits IHM to offset payments for accommodation after said 30th September 2016 from the trust account on the basis of the previous year’s membership status should no resignation have been submitted in writing by June 30th, subscription fee be paid or debiting mandate have been provided.

The accommodation supplier will provide IHM with such information as may be required by the tour operator and to update that information as and when any changes occur.

The accommodation supplier agrees to accommodate customers of the tour operators carrying accommodation vouchers at the specified rates. In accordance with the spirit of this agreement rates will increase annually by, at minimum, the UK CPI index rounded to the nearest 25p.

THIRD PARTIES

The accommodation supplier agrees that should it contract directly with a third party (where previously a similar contract was administered via IHM as an agent of the tour operator) either during or within twelve months of termination of inclusion, IHM may, at its discretion, charge a fee of up to two year’s booking fees in accordance with standard EU agency directives.

OWNERSHIP CHANGE

In the event that the accommodation supplier changes ownership the new owner will inherit the obligations of this contract together with any agreed allocated rooms and rates until the next renewal and the previous owner indemnifies IHM accordingly.

Should membership terminate, no subscription monies will be refundable to accommodation supplier under any circumstances.

Acceptance of bookings will be deemed acceptance of these terms and conditions.

Issued 1st January 2016