Tour Operator Hotel Agreement
Tour Operator Hotel Agreement
T COMMITMENT AGREEMENT
COMPANY NAME HOTEL NAME: Nha Trang Marriott Resort & Spa, Hon Tre Island
The following net wholesale rates are offered to you for the period of 1 November 2023 till 31 December 2024 (“Net Rates”) for
opaque Tour Operator Dynamic Packages.
COMMITMENT:
The Company shall commit to fulfill the quarterly revenue for the listed period and the Hotel guarantees to reserve the bookings for the
Commitment, distributed into quarterly committed revenues as stated below. Catering & event charges, cancelation charges and no-
show fees do not account toward Committed Revenues. Revenues account towards the Commitment include Room Revenues; Food
Revenues are limited to meal periods booked by Company prior to guest arrival within a package, i.e. Breakfast, Lunch or Dinner.
Revenues stated below are considered net, inclusive of tax and service charge. Meals purchased by guests during stay; incidental
charges; additional services including but not limited to Spa, Recreation, Entrance Tickets to Amusement Park or Green Fees not
account toward Committed Revenues. Committed revenues will need to be fulfilled within the listed quarters and are not to be carried
over into (a) following quarter(s).
DAILY ALLOTMENT:
Hotel provides Company with daily allotment from 1 November 2023 till 31 December 2024 per table overview in the clause
‘Commitment’. The Hotel allows Company to surpass the usage of the daily allotment; for exceeding rooms of the daily allotment the
rate will increase by VND 200,000 net/room/night, VND 350,000 net/suite/night and VND 500,000 net/villa/night; the Hotel reserves the
right to confirm the extra room request and subject to room availability. For bookings beyond the daily allotment, an additional 20 units
is reserved as a ‘soft allotment’. This soft allotment is available to the Company; however, the Hotel reserves the right to request back
the rooms in case of high occupancy dates. The Hotel requires to send an official email notification minimum 48 hours prior to the
respective dates; in the event the Company has bookings within these specific dates still, this will be subject to the consideration of the
Hotel. Within 48 hours of arrival, Hotel requires to accept the bookings Company has already received and have been pending to send
to Hotel.
CUT-OFF DATES: Hotel has no obligation to honor the reservation at the contract made past the cut-off dates for the bookings beyond
the daily allotments. Cut off dates are 7 days / 50% and 14 days / 50% and 21 days from 9 th to 17th February 2024.
BLACK-OUT DATES:
Hotel reserves the right to impose black-out dates at its sole discretion. In such case, Hotel will honor all reservations for the black-out
period, which were made prior to the notification of the black-out. Please note that the black-out dates may be added during the year at
any time. Hotel will advise you of this in advance and in this case, Hotel will request that you stop selling from the Free Sell. The Hotel
requires to send an official email notification minimum 48 hours prior to the respective dates; in the event the Company has bookings
within these specific dates still, this will be subject to the consideration of the Hotel. Within 48 hours of arrival, Hotel requires to accept
the bookings Company has already received and have been pending to send to Hotel.
Date changes inside of the cancellation policy are considered a cancellation and a re-booking, and as such, are subject to cancellation
damages. The daily cancellation fee will not be contingent on Hotel’s occupancy for the nights for which rooms are cancelled. No-shows
must be paid without reliance on vouchers due to the inability of the client to present the voucher. Should you fail to pay the
cancellation fee. Hotel may cancel your billing privileges and/or this agreement, at Hotel’s sole discretion, without any obligation or
liability whatsoever. No refunds will be provided for early departure. The cancellation policy may be changed by Hotel at any time in
Hotel’s sole discretion. Table depends on the Cut-off dates or email confirmation. Regardless of early departure of a particular
reservation, all originally booked room nights (whether or not consumed) of such reservation and applicable taxes will be billed to you.
SPECIAL OFFERS
Valid
Offer Validity Room Inclusion
Type
ELIGIBILITY: You may offer and make rooms available for booking under the terms of this Agreement so long as you remain primarily
engaged in the business of offering packaged travel products and services directly (or indirectly exclusively through travel agents) to
prospective guests and sales, if any, of standalone unpackaged hotel inventory by you are nominal.
RESERVATIONS:
Meal Coupon Policy: Guests have the option of prepaying half board or full board served in Hotel restaurants.
b. Incidental Charges: Company shall advise all customers that they are responsible for payment of all charges over and above the
room charge; as such charges may be incurred by customers in the course of their stay at Hotel. Such additional charges may
include, but are not limited to, extra person, extra bed, mini-bar, room service, movies, internet access, telephone and health club
use.
CHECK-IN AND CHECK-OUT TIME: Check-in time is 15:00 hours check-out time is 12:00 hours. All guests arriving before 15:00
hours will be accommodated as rooms become available. Baggage may be checked-in for those arriving early if rooms are
unavailable.
a. Deposit:
The Company needs to make deposit in the amount of the Committed Revenues on a quarterly basis, between 22nd & 26th of the month
prior to the start of the quarter. For instance, for the Committed Revenues of Quarter 4 in 2023, the total amount of VND 4,209,300,000
requires to be deposited to the Hotel by latest 26th October 2023; for the Committed Revenues of Quarter 1 in 2024, the total amount of
VND 10,145,010,000 requires to be deposited to the Hotel by latest 26th December 2023.
b. Payment:
From the 1st to the 7th monthly, the Company needs to settle payment for the additional amount of all bookings and incidental charges for
the month prior. For instance, the additional amount of all bookings and incidental charges of November 2023 require to be paid by latest
7th December. The Company has the responsibility to send Booking details with payments, to confirm all concern information of the
Company’s representative in charge to work with Hotel’s representative, see below document required. Any change about Company’s
representative, the Company has to update hotel counterpart in writing. The Total Estimated Contract Amount together with any
payments (if any) which have not yet been paid by the Company as requested in this Contract shall be automatically become
immediately due and payable on the date of any early termination of this Contract and/or any delay of payment more than 10 business
days without any prior approval by the Hotel. Any delay of payment must be subjected to official approval of the hotel through
Company’s Credit Application request, otherwise, the Hotel has a right to request for a penalty of 8% of total delayed amount of overdue
days. Any delay of payment must be subjected to official approval of the hotel through Credit Application request, otherwise, the Hotel
has a right to request for a penalty of 8% of total delayed amount of overdue days. In case Company is unable to fulfill the commitment,
no refunds or exceptions of any sort are required to be provided by Hotel.
BANK DETAILS:
Beneficiary name: NHA TRANG BRANCH - VINPEARL JOINT STOCK COMPANY
Bank name: Vietnam Technological and Commercial Joint Stock Bank
Bank Address: No. 6 Quang Trung Street, Tran Hung Dao War, Hoan Kiem District, Hanoi
Swift code: VTCBVNVX
Account number: VND: 19027850127219
USD: 19027850127235
ACCEPTED AND AGREED TO: NHA TRANG MARRIOTT RESORT & SPA, HON TRE ISLAND
As hotel operator for “NHA TRANG BRANCH - VINPEARL JOINT
STOCK COMPANY”
By: By:
[sign here] [sign here]
By:
[sign here]
BOOKING REQUIREMENTS: All bookings are subject to online exclusive rates, exclusive savings, or comparable
Hotel’s standard booking requirements, available upon statements for Marriott guest room inventory.
request, including early departure fees, cancellation policies, f. transfer or assign rates provided in this Agreement to any
check-in and checkout times and baggage handling fees. company or organization. You may not transfer or assign this
BILLING PRIVILEGES: You must fully prepay for all Agreement or the right to any payments due hereunder.
bookings at Hotels by guests through you and your Channels, EXCEPTIONS: Within 24 hours of identifying an Exception
unless, upon application and review by the Hotel, the Hotel (defined below) or of being notified by Hotel or Marriott of an
elects to extend alternative billing privileges to you. Exception, while you work diligently to resolve the Exception;
PAYMENTS FROM GUESTS: The Hotel will collect you shall immediately suspend further access to any rooms by
your Channels involved in the Exception until it is resolved.
payment from its guests for any automatic and mandatory
The Hotel may immediately suspend your access to any rates
charges, and incidental charges not included in the Standard
at the time any Exception is identified and you are notified. If
Room Charge.
the Exception remains unresolved after 2 days of notification,
HOTEL INFORMATION: All Hotel information provided to or is not resolved to Marriott’s satisfaction within the time
you by the Hotel must be reproduced without changes. You period, you must cease making the property and room
must provide the Hotel with copies of any distributed content at information and/or room prices of Hotel available to your
points of sale upon request. You shall not display other third Channels. If the Exception remains still unresolved after 4 days
party rate plans or other information for the Hotel including of you being notified by Hotel, Hotel shall be entitled to treat
wholesale and other third party affiliated rate plans and this as a material breach of this Agreement which, without
information. “Your Channel(s)” means, except as disapproved limiting any of Hotel’s other rights, shall entitle Hotel to
by Marriott or Hotel in their sole and absolute discretion from terminate this Agreement without incurring any liability to you
time to time, collectively, any Tour Operator entity or for contracted rooms or rates.
mechanism (e.g., website, xml feeds or call centers), in each For purposes of this Section, “Exception” shall mean if any of the
case owned or operated by you or one of your affiliates, following are applicable to any of your Channels: (i) your Channel
through which you market Dynamic Packages directly for is marketing or permitting bookings, or has control over an entity
booking by Hotel guests. All terms and conditions of this that is marketing or permitting bookings, of the Hotel’s rooms in a
Agreement applicable to you shall apply directly and in full to manner that is inconsistent with the terms of this Agreement, (ii)
your Channels. your Channel is, in the reasonable opinion of Marriott,
RATES VALID FOR OPAQUE PACKAGED TRAVEL detrimental to Marriott’s brand or image, including but not limited
ONLY: All rates quoted herein are applicable to FIT leisure to displaying any information, images or their content which
packaged travel, for distribution via Marriott approved Tour Marriott reasonably believes re defamatory, or libelous, lewd,
Operators only. A “Tour Operator” is a travel company that pornographic, or obscene, or promote violence, or contain hate
combines hotel and other significant travel components to speech, or (iii) your Channel conducts business in a manner that
create an opaque single-priced package holiday. The Tour is inconsistent with Marriott's business model (e.g., such Channel
Operator will use brochures or similar printed material to is a flash sales site, group buying site, or offers rooms in violation
advertise and book the packages directly to and by end of any of the requirements set forth herein or is engaging in
consumers. The rates quoted in this Agreement are only for practices that violate Marriott's official channel standards), and/or
you to facilitate the booking by individual transient leisure travel (iv) your Channel is engaging in activities or practices that are the
guests of opaque packaged, individual rates through your Tour subject of a good faith dispute between such Channel and Marriott
Operator channels, not for onward distribution of any type, e.g. or the Hotel with respect to the display of rooms on such
to travel wholesalers, affiliate networks, third parties, or Channel, or use of intellectual property (v) sells, resells, books or
business travel or group travel-oriented channels. You are not facilitates the booking of rooms in violation of any terms in this
authorized to release these rates to any other individual or Agreement.
entity, including but not limited to, internet booking/electronic Hotel reserves the right to recover any and all Hotel and
distribution systems, except as and to the extent specifically Marriott policy expenses from you in the event of an Exception,
authorized by Marriott or the Hotel from time to time and or Marriott Best Rate Guarantee approved claim which
subject to their sole and absolute discretion to terminate with demonstrates you or your Channels as a source of the
immediate effect any prior authorizations. You may not offer Exception. This includes the rate adjustment plus $200USD
these rates as room-only / unbundled bookings in any manner administrative fee per approved Exception, or Marriott Best
(e.g. room tax and/or fees listed separately). Package Rate Guarantee claim, to be paid by you to the Hotel within ten
components must be booked concurrrently with the room (10) business days of the Hotel’s invoice.
booking, and the prices for each of the package components CONFIRMATION: You will provide, in accordance with all
(hotel room, airfare and/or car rental) shall not be itemized for, applicable laws and privacy policies, confirmation of Travel
disclosed to or discernible by the guest at any time (including Package details to guests. Such confirmation shall provide
but not limited to billing statements) and you must not provide guests with the name, brand affiliation, precise location and
functionality which would permit guests to strip the package telephone number of the Hotel.
down to view Hotel room rates separately at any time.
Furthermore, you agree to indemnify Hotel for any loss or REVENUE AND TAXES: For guest rooms booked by
damage arising from your breach of this Section. guests through you or your Channels at rates provided through
YOUR OBLIGATIONS: You will, and will cause your this Agreement, you will pay the Hotel an amount equal to
Channels to, make Marriott guest rooms available to the end- 100% of the rate plus any applicable taxes and other charges
user guest only as part of a bundle or package, meaning (the “Standard Room Charge”). As between you and the
coupled with at least one other substantial travel component of Hotel, you will retain all amounts by which the price of a Travel
material value, such as airfare, or overnight cruise. For the Package exceeds the Standard Room Charge (the “Guest
avoidance of doubt, under no circumstances may guest rooms Price”). You will be solely responsible for, and will timely remit
made available through the Agreement be booked by guests to the proper taxing authorities, any and all taxes, duties,
through your Channels on a retail website in a room-only or charges and governmental fees that are applicable to the
unbundled manner. difference between the Guest Price and the Standard Room
You will not, and will not permit any of your Channels to; Charge.
a. make Marriott guest rooms available to the end-user guest DISCLOSURE: You must, and must take commercially
as an unpackaged, room-only product; reasonable steps to ensure that your Channels: (a) advise all
b. market Marriott guest rooms as an unpackaged, room-only guests that they are responsible for payment of all charges
product on on-line (e.g., internet based) channels, or any other over and above the Standard Room Charge (e.g., internet
interactive channels including mobile devices that the end-user access); and (b) clearly and conspicuously disclose to guests
guest can access, this includes but is not limited to Online in advance of booking all state and local taxes and all
Travel Agents, Opaque Sites, Group Buying, Flash Sales, automatic or mandatory charges (e.g., resort charges)
Social Commerce and Daily Deals sites and applications; specified by the Hotel, so as to ensure affirmative, knowing
c. make Marriott guest rooms available through any GDS; consent by the guest to such fees prior to purchase.
d. disclose to the end-user guest the rate at which Marriott
COMPLIANCE WITH LAWS: You will comply with all
provided you the guest room for booking by the guest;
applicable foreign and domestic laws, codes, regulations,
e. make any false, misleading or deceptive claims that it offers
ordinances and rules with respect to your obligations under this
specially discounted rates on Marriott inventory, or advertise
Agreement and the services to be provided by you hereunder,
that it has the lowest price available, substantial discounts,
including but not limited to any laws and regulations governing
TERMINATION:
a. Either party may terminate this Agreement at any time
upon 30 days’ written notice to the other party.
b. Hotel reserves the right to cancel any booking made in
breach of the Agreement.
c. Any breach by you of obligations under Your Obligations
will be a material breach of the Agreement, resulting in an
immediate suspension or termination of the Agreement, as
solely determined by Hotel in its reasonable judgment.
You shall inform Hotel of any violations of the Agreement
of which you become aware.
d. Upon termination of the Agreement, Hotel and you will
continue to honor the terms of the Agreement with respect
to any booking made prior to the termination date for dates
following the termination date, unless termination occurred
due to a monetary breach.