GDS

1 Luxury Hotels Group will provide representation for the hotel in Sabre, Travelport (Galileo and Worldspan) and Amadeus global distribution systems (collectively the “GDS”). Luxury Hotels Group will deliver to the hotel any reservations, modifications and/or cancellations that are generated through the GDS channels on a daily basis via e-mail. Luxury Hotels Group requests that hotel include Luxury Hotels Group master chain code (“LU”), as well as the hotel’s GDS codes on all hotel brochures and travel agent oriented material.

2 Luxury Hotels Group reserves the right to reclassify the hotel into sub chain codes under the master chain code (“LU”) with 60 days prior notice to hotel.

3 Additional terms and conditions of this agreement are set forth in the pricing schedule.

4 As part of this agreement, the hotel is required to provide complete information about the hotel electronically. It is also agreed that Luxury Hotels Group has the right to book reservations for the hotel at all times, that the hotel is open for business at the same rates available at the hotel, unless the hotel has sent close out instructions to Luxury Hotels Group reservations system. For each reservation generated for the hotel, Luxury Hotels Group will forward the travel agent information where applicable to the hotel with the reservation.

5 It will be the responsibility of the hotel to maintain current room rates and inventory on RVNG portal, login credentials will be provided by Luxury Hotels Group once the property is Live on GDS.

6 Luxury Hotels Group will invoice the hotel in (GBP) British Pounds on the 10th of each calendar month for all bookings made through GDS based on the receipt basis for the previous month.

7 All transactions under this agreement are payable in GBP to Luxury Hotels Group office in London, united kingdom. All Invoices shall bear interest if not paid within the thirty day (30) period. Any fees Luxury Hotels Group incur in the collection of past due amounts including legal fees, expenses and court costs shall be the responsibility of the hotel.

8 Luxury Hotels Group will use currency exchange rates from xe.com to convert the invoice amount from Property’s local currency to Great British Pounds (GBP). All invoices should be paid in GBP.

9 The hotel can dispute any reservation fees they deem to have been made in error within 30 days of receiving the invoice. A detailed report of the disputes should be emailed to your Account Manager.

10 After 30 days, the hotel loses the right to adjust the invoice. If any reservation fees are made in error, the invoice will be amended accordingly.

11 All invoices from Luxury Hotels Group, including set up fees and other associated fees are due within 30 days of receiving the invoice. Your nominated bank account / credit card will be debited on the due date of the invoice, in accordance with our 30 day credit terms. If direct debit payment fails for any reason, Luxury Hotels Group reserves the right to impose a penalty administration charge of GBP 40. Luxury Hotels Group reserves the right to suspend GDS services to the hotel without notice if your invoice is overdue by 15 days. It is the responsibility of the client to keep their direct debit details up to date.

12 Should the guest cancel or fail to arrive (no-show) and if the penalty is charged to the guest as per the cancellation/ no show/ amendment policy of the Hotel, the hotel is liable to pay Luxury Hotels Group the commission and booking fee.

13 Luxury Hotels Group from time to time has the right to pass down any increases in GDS transaction fee costs to the hotel as and when they get applicable and will be reflected on Monthly Invoice. Such increases may incur at any time during the term of the agreement.

14 The cost and payment of travel agent commissions for travel agents is the sole responsibility of the hotel and failure to do so may result in termination.

15 It is the hotel’s sole responsibility to provide Luxury Hotels Group with current and accurate information regarding cancellation policies, minimum stay requirements, rates, availability, amenities, location, or any other information or update the information on to RVNG directly that may reflect the current positioning of the hotel. Should the hotel fail to provide Luxury Hotels Group with such information, Luxury Hotels Group will not be held responsible for any liability or other expense arising from such action, and the hotel will indemnify Luxury Hotels Group for any liability or expense incurred (including legal fees and expenses) resulting there from.

16 The duration of this agreement will be for a period of 24 months or different if stated separately on the service agreement from the date the hotel is activated on GDS. The agreement will renew itself for a period of 12 months from each anniversary renewal unless either party gives at least ninety (90) days notice, in writing, in advance of the renewal date.

17 The hotel shall remain liable for all dues to Luxury Hotels Group pursuant to this agreement not withstanding the termination of this agreement. In the event of early termination of the agreement by the hotel prior to the expiration of the initial term for any reason other than breach of this agreement by Luxury Hotels Group, the hotel shall be required to pay a termination fee equal to the average monthly payment multiplied by the remaining months of the initial term due by the hotel pursuant to this agreement. Luxury Hotels Group will provide the hotel with a final invoice including all future reservations payable to Luxury Hotels Group within thirty (30) days of receipt of invoice. Luxury Hotels Group will allow the hotel the standard allowance of 5% as an adjustment to the final billing for reservation no-shows and cancellations.

18 In the event the hotel violates any of the terms of this agreement, Luxury Hotels Group may (i) immediately suspend representation of the hotel on all the GDS channels upon written notice to the hotel(ii) terminate this agreement upon thirty (30) days written notice to the hotel. Violation can include, without limitation, failure to honour at the hotel a reservation confirmed by Luxury Hotels Group’s GDS Channels in accordance with this agreement (a “confirmed reservation”), non-payment of travel agent commissions as well as not adhering to the requirements stated in clauses 8 and 12. The hotel may terminate this agreement upon thirty (30) days written notice to Luxury Hotels Group in the event of a breach by Luxury Hotels Group as the terms of this agreement or a failure by Luxury Hotels Group to perform timely and accurate services to the hotel hereunder. In each case, this agreement will not be terminated if the cause for breach by either party is corrected within the thirty (30) day written notice period. Upon any termination or cancellation of the agreement, the parties hereto agree to perform their respective obligations hereunder through and until the effective date of termination or suspension. In any case, the hotel agrees to pay Luxury Hotels Group all fees due under this agreement.

19 The hotel will indemnify and hold Luxury Hotels Group and its hotel, including without limitation their respective officers, directors, shareholders, partners, employees, and agents (collectively the “Luxury Hotels Group”) harmless from any liability that may be incurred in connection with Luxury Hotels Group taking reservations for the hotel. The hotel agrees to honour, or cause to be honoured, all reservations confirmed to Luxury Hotels Group based upon the information the hotel has supplied to Luxury Hotels Group. Should any reservations taken by Luxury Hotels Group be dishonoured at the hotel, any and all liability will be the responsibility of the hotel shall indemnify and hold the Luxury Hotels Group harmless from any and all such liability. In the event the hotel is unable to honour at the hotel a confirmed reservation, the hotel accepts full responsibility for obtaining and agrees that it will obtain comparable alternative accommodations for such guest. Room rate differences and additional transportation costs incurred by such guest are the responsibility of the hotel.

20 Luxury Hotels Group shall not be liable for loss of revenue and / or profits whether or not such damages were foreseen or unforeseen and regardless of whether Luxury Hotels Group had received notice or had been advised or knew or should have known of the possibility of such damages or losses. In addition, Luxury Hotels Group will not be liable for any loss, claim for damages caused in whole or in part of any act of omission or negligence by Luxury Hotels Group including but not limited to any act or omission in providing any services to the hotel.

21 Third party vendor fees – any increase in third party vendor fees charged to Luxury Hotels Group as a direct result of its delivery of the services may be passed through to the hotel following the increase with immidiate effect.

22 This agreement is binding on the hotel and any assignee, acquirer, or successor in interest (including any new management company). The hotel will notify Luxury Hotels Group within 7 days of any change of property’s name/ownership/branding or classification rating.