Service Subscription Agreement

This Service Subscription Agreement is entered into between DirectWithHotels Ltd. (DWH) and the Hotel Partner seeking to secure more direct bookings online because “direct” is most profitable & “online” is today’s way to book travel.

The DirectWithHotels Service
ATTRACT more visitors with online marketing that works
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Conduct a Website audit to check for traffic improvement opportunities; Conduct keyword research, selection, and integration into Hotel Website (requires Fire Transfer Protocol access to the Hotel Website); Set up and manage paid advertising campaigns on Google, Yahoo, and Bing with a highconverting Advertising Website to complement the Hotel’s website Integrate Facebook “Like” button into Hotel Website; Set up and enhance Hotel Partner’s owner-verified listing on Google Places; Integrate “Reserve Now” button into Hotel Partner’s existing and active Facebook page (if any); Submit Hotel Website URL to social bookmarking websites; Create Foursquare account (requires that the Hotel partner claim the venue); Submit online press release to promote the launch of DWH-powered Hotel Website; Include Hotel Website’s Uniform Resource Locator (URL) in DWH’s Facebook and Twitter pages; Provide assistance in getting listed on and managing popular Online Travel Agents (e.g. Agoda, Booking.com, Expedia). Integrate high-converting Internet Booking Engine into Hotel Website and the Advertising Website, allowing Guests to reserve in 57 languages and pay using credit or debit cards; Develop a mobile-friendly, hotel-branded Advertising Website for paid ad campaigns; Manage cancellation and no-show charging via the secure storage of credit card details; Secure credit card processing by VeriSign, and maintain Payment Card Industry-Data Security Standard (PCI-DSS) compliance as an online merchant; Integrate a Google Map on your Hotel Website to improve location information; Service Level Agreement of 99% uptime (not including scheduled maintenance) for the Internet Booking Engine. Provide web-based, password-protected Hotelier Interface (extranet) to manage room availability and rate plans; Provide a centralized helpdesk for hotel support (hotelsupport@directwithhotels.com) and reservations support to your guests (should they get in contact with us directly) (reservations@directwithhotels.com); Access to real-time performance reports (revenue, reservations, and room nights); Access to video tutorials for hotel staff to know how to manage the Hotelier Interface (i.e extranet); Sharing of relevant industry articles, commentary, and best practices; Service Level Agreement of 99% uptime (not including scheduled maintenance) for the Hotelier Interface (i.e. extranet).
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CONVERT visitors into bookers with a high-performing website and internet booking engine
1. 2. 3. 4. 5. 6.

MANAGE increasing reservations with a simple, password-protected web interface
1. 2.

3. 4. 5. 6.

Service Subscription Agreement
Hotel Partner Commitments
1. Prioritize your Hotel Website to generate more profitable revenue: 1.1 Give your Hotel Website room inventory to sell until the Last Room Available (LRA); 1.2 Configure at least 1 rate-plan for 14-month rolling availability (so that Guests trying to book well in advance find rooms to buy); 1.3 Practice rate & rate-plan parity such that your Hotel Website has rate plans (promotions, inclusions, etc.) and selling rates that are the same or lower than the Online Travel Agents; Give your brand visibility online by listing with popular Online Travel Agencies (e.g. Agoda, Booking.com, Expedia, etc.); Manage your brand online by being responsive to reviews being written and posted on websites such as TripAdvisor, Google Hotel Finder, etc. Verify your Google Places page, the authoritative source of content about your Hotel for Google websites (including the increasingly important Google Hotel Finder): 1.1 If a verified Google Places page exists, provide DWH with Google Places username and password for optimization (recommended but optional); 1.2 If no verified Google Places page, DWH will create and optimize a Google Places page. The PIN code sent by Google to the Hotel Partner should be forwarded to DWH for owner verification of the Google Places page.

2. 3. 4.

Win/Win Pricing
A performance-based 10% of room revenue (exclusive of taxes and fees) from direct bookings instantly confirmed via the DirectWithHotels Internet Booking Engine integrated into your Hotel Website and Advertising Website.

Terms
1. 2. Duration of agreement: the duration of this agreement is for 1 year with automatic renewal on a yearly basis unless a notice of termination is served. Termination of agreement: either party may terminate this agreement at any time, for any reason; a 60-day notice period is required to ensure proper turnover. The Hotel Partner must continue to honor all bookings that have been made and will be made until the 60-day notice period expires and all services have been properly deactivated. Failure to comply with these terms of termination forfeits any remittances owing to the Hotel Partner on account of refunds and/or cancellation and no-show penalties that have been collected (if any). Deactivation of Advertising Campaigns: DWH reserves the right to deactivate any and all advertising campaigns being managed and/or funded by DWH should room availability and/or rate-plan and rate parity commitments not be met by the Hotel Partner. Collection of Cancellation & No-show penalty revenues: DWH will exercise best efforts to collect cancellation & no-show penalty revenues as they arise; should the Guest not honor hotel policies and refuse (via chargeback request to the bank that issued the credit card), and should DWH be unable to get the issuing bank to reverse the chargeback, then DWH will compensate the Hotel Partner by refunding the 10% service fee on the booking in question.
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3.

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Service Subscription Agreement
5. Limitation of liability: should losses of any kind arise from the use of any of DWH’s services, under any circumstances, for any given period of time, the maximum liability owing to the Hotel Partner under any ruling, legal or otherwise, shall not exceed 1 (one) month’s service fee (i.e. the 10% service fee earned by DWH) for the month in which the issue first occurred. Amendments: this agreement may only be amended by mutual consent of both parties. Version upgrades: to optimize quality of service, DWH requires that all Hotel Partners use the latest version of the system and services, provided at no additional cost to the hotel partner, unless advised differently by DWH. Limitations: except as authorized by this agreement, the Hotel Partner shall not: copy the products and/or services of DWH; cause or permit de-compilation or reverse assembly of all or any portion of the DWH products and/or services; authorize or permit its employees, agents, contractors, or other third parties to access DWH products and services except as permitted by this agreement. Limitation of liability: should any monetary losses arise from the use of any and all of DWH’s services, under any circumstance, for any given period of time, the maximum liability owing to the Hotel Partner by DWH will be either (a) the actual loss incurred as verified by DWH, or (b) the 10% service fee accrued during the 1 month prior to the start of the incident leading to any loss, whichever is lower. Intellectual Property: the Hotel Partner agrees that it has no proprietary interest in any intellectual property rights associated with DWH, including the copyright of all software, website design, call-to-action buttons, instructional materials, and other works, which remain vested in and the absolute property of DWH. Indemnity: the parties shall defend, indemnify, and hold each other (and their employees, officers, and directors) harmless from any and all losses, damages, liabilities, costs, and expenses incurred by any such indemnified parties as a result of or arising from any breach of this agreement by the respective parties. Governing Law: this agreement will be interpreted in accordance with the laws of the United Kingdom. Arbitration: in the event of any dispute between the parties with respect to this agreement, the dispute shall be referred to and resolved in the United Kingdom via arbitration. Jurisdiction: legal action or proceedings arising out of or in connection with this agreement (“proceedings”), the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the United Kingdom and waive any objection to proceedings on grounds that the proceedings have been brought in an inconvenient forum. Languages: This agreement is drawn up in the English language. Any translation into another language is for interpretation and convenience only. In case of conflict between the English language version and such translation, the English language version shall prevail.

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Service Subscription Agreement
Signatories
DirectWithHotels Ltd. (DWH)

Hotel Partner > Company Name 3 Old Street, St. Helier Jersey, JE2 3RG British Isles / Islas Británicas DirectWithHotels > Address Hotel Partner > Address

Emiliano Zulberti DirectWithHotels > President and CEO

Hotel Partner > Signatory name, title and signature

Sales Partner Name

Date

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