Hotel management, franchising and delivery: the contracts that set your margin
Nextica Law & Tax negotiates the contracts a restaurant or accommodation group grows with: hotel management and operating agreements and how they split risk between owner and operator, rental pools, restaurant franchising from either chair with the pre-contractual disclosure document required by RD 201/2010, supply contracts with distributors and their volume rebates, and the standard-form contracts of delivery platforms —commissions, exclusivity, ownership of customer data and liability for the order.
Delivery walks in with a standard-form contract, a fixed commission and your customers' data on the other side.
What's included
1. Choosing the growth model before signing anything
management, business lease, franchise or direct operation, depending on who wants to carry the risk.
2. A hotel management agreement with the base fee, the performance incentive, the annual budget and who approves it, which is where almost all the conflict starts.
3. Rental pools and distribution among unit owners, with occupancy and expense rules in writing.
4. Restaurant franchising from either chair, with the pre-contractual disclosure document delivered on time and complete.
5. Contracts with delivery platforms
commission, exclusivity, liability to the customer for the order, use of the brand, and access to data.
6. Supply contracts with distributors, with volume rebates, exclusivity and termination conditions.
7. Notice, exit and what each party takes at the end, including the reviews and the venue's digital presence.
DELIVERY ARRIVES WITH A STANDARD-FORM CONTRACT
Groups grow through management and franchising, not through acquisition, and the digital channel arrives with the terms already written by the other side.
Confusing management with a lease
under a lease the operator pays rent and keeps the result, good or bad; under management the owner keeps the business in its own name and bears the loss. The choice changes the accounting, who employs the staff and what happens at the end.
A franchise pre-contractual disclosure document delivered late or incomplete
it must be handed over with the minimum notice the rule sets and before any payment is received, and its content is prescribed. Failing that opens the door to challenging the whole contract.
RD 201/2010 and art. 62 Law 7/1996Signing with the platform without looking at the data or at order liability
who answers when it arrives late, cold or incomplete, how refunds are shared, and who keeps the customer data is what separates having a channel from having an intermediary.
Frequently asked questions
What actually gets negotiated in a delivery platform contract?
Less than you would think on price and more than people believe on everything else. The commission is usually fixed by tier, but four points really are negotiated and they decide whether the channel adds or subtracts: exclusivity and its exceptions; who answers to the customer when an order arrives late, cold or incomplete and how refunds are shared; the use of the venue's brand and photographs; and access to customer data, which is what separates having a channel from having an intermediary. It is also worth agreeing the notice period to leave and what happens to the accumulated reviews.
What is the difference between a hotel management agreement and a lease?
Who carries the operating risk. Under a lease, the operator pays rent —fixed, turnover-based or mixed— and keeps the result, good or bad. Under a management agreement, the owner keeps the business in its own name and the operator runs it for a base fee plus a performance incentive, so losses fall on the owner. The choice changes the accounting, the tax treatment, who employs the staff and what happens at the end; and in practice what generates most conflict is the annual budget and who gets to approve it.
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