This Agreement is entered into by

HCommunity Foundation                                                                  (the Foundation)

Route de Saint-Cergue 9, 1260 Nyon, Switzerland

and

[Hospitality Actor Legal Entity Name]                                                (the Participant)

[address]

Preamble

1. The Foundation’s mission is to serve as a global data repository for the hospitality industry, offering anonymized market insights to industry participants. The Participant is an active member of the hospitality industry.
2. This Agreement establishes the terms and conditions governing the collaboration between the Parties, in particular the mutual access to and use of certain data, as well as the framework for revenue sharing in this context.

 

1. Scope

• This Agreement sets out the provision of Raw Data to the Foundation, and a revenue-sharing mechanism to distribute parts of the revenues generated with Data Products, as set out below.
• Defined terms shall have the meanings set out in the Annex.

 

2. Data Exchange

2.1 Access to Raw Data by the Foundation

• During the term of the Agreement, the Participant shall grant to the Foundation continuous access to the Raw Data, including, as a minimum, detailed records related to hotel operations and sales, including data used to complete reservations, carry out transactions, for segmentation, and other operational data necessary for performance analysis; and detailed records related to food and beverage, including but not limited to complete guest checks, sales transactions, menu and items, covers, payments, and other relevant operational data.
• At the Participant’s option, Raw Data may include additional data such as, financial, HR and other categories of data.
• The Participant shall:
  • provide the Raw Data
    • in a format reasonably acceptable to the Foundation, as may be agreed in separate guidelines; and
    • continuously or at least once per day, through agreed and stable methods such as Application Programming Interfaces (APIs), HCommunity Data Client software, Secure File Transfer Protocol (SFTP), or e-mail;
  • use commercially reasonable efforts to ensure that the Raw Data is substantially complete, consistent, and accurate, without missing significant elements, incoherent values, or structural inconsistencies; and
  • promptly correct any errors or omissions in the Raw Data identified by either Party.
• The Participant shall not:
  • share any data relating to an identified or identifiable individual as part of the Raw Data with the Foundation; and
  • provide Raw Data to the Foundation in violation of any agreement between the Participant and a third party.
• If data relating to an identified or identifiable individual is provided in the Raw Data, the Foundation will not use or retain such data.  
• Without prejudice to sec. 1(c)(ii), the Raw Data is provided on an “as is” basis, without any express or implied warranty.
• The Participant represents that it will not breach any rights, and will have all necessary consents, for providing Raw Data to the Foundation.
• All Raw Data received throughout the term of the Agreement may be retained, used for analysis purposes and included in Data Products by the Foundation.

 

3. Use of Data and Access to the Foundation’s Market Watch Portal

• The Foundation may, in its sole discretion and without obligation, create Data Products, for example analysis and market insights, or occupancy, revenue, and cost metrics, and may share Data Products with the Participant by e-mail or through the Market Watch Portal.
• The Foundation agrees to grant to the Participant access to Data Products (where applicable) through the Market Watch Portal, in a format and using a method determined by the Foundation. Access to the Market Watch Portal may be conditional on accepting customary terms of use.
• Any Data Product is provided on an “as is” basis, without any warranties of any kind, express or implied, including any warranty for the accuracy, completeness, or reliability of the data/insights/trends, its suitability for any specific purpose or for its uninterrupted or error-free availability.
• All Data Products shall remain the exclusive property of the Foundation. Participants may use Data Products and information collected through the Market Watch Portal solely for their internal business purposes and may not distribute, publish, or share them externally unless explicitly authorized in writing by the Foundation.
• The Participant must not, except as expressly authorized by the Foundation:
  • use any Data Product for the benefit of any competitor to the Foundation;
  • use any Data Product for any purposes other than its own internal business purposes; or
  • share any Data Product with third parties or publish the Data Products.
• The Foundation may suspend the Participant's access to the Data Products if the Participant is in breach of this Agreement or if the Foundation suspects a security incident, until the issue is resolved.
• In case of a material breach of this section 3, the Participant shall pay to the Foundation a penalty in the amount of EUR 5,000 per breach. The aggregate amount of penalties under this clause shall not exceed EUR 25,000 for all breaches in any calendar year.

 

4. Mutual obligations

• Each Party grants a license to the other Party to use the Raw Data or Data Product, as applicable, in accordance with this Agreement.
• The Participant and the Foundation will implement and maintain during the term of this Agreement appropriate technical and organizational measures to protect the Raw Data and the Data Products.

 

5. Revenue sharing

• The Foundation intends to monetize data through the Data Brokerage Service. The Foundation agrees to share 30% of the Revenue Share generated in the calendar years from 2026 onwards with the participants, in each case split among those participants whose Raw Data was included in the Data Products which generated the relevant revenue. Such Revenue Share will be distributed among the relevant participants as follows:
  • For hotels: The share for each participant in the hotel industry is a fraction of the Revenue Share on a basis of adjusted Room numbers, calculated by (i) dividing the square root of the Participant’s Room number by the sum of square roots of all Participants’ Room numbers, (ii) multiplying the result by the total relevant Revenue Share to the extent generated through hotel data;
  • For restaurants: The share for each participant in the restaurant industry is a fraction of the relevant Revenue Share to the extent generated through restaurant data that is proportional to the revenues vs. the total revenue of all relevant Participants in the restaurant industry whose Raw Data was included in the Data Products.
• The Participant accepts that it will have no right to access or review the Foundation’s books, but the Foundation shall provide an external audit report to verify the calculation of the Revenue Share on written request and at the expense of the Participant.
• The Foundation shall provide a monthly report of the balance of the Participant’s accrued amounts over the preceding quarter. Any balance exceeding EUR 10 will be paid to the Participant’s credit card indicated to the Foundation within the first quarter following the end of the then-running calendar year.
• Each Party will be responsible for its own tax obligations arising from this Agreement.

 

6. Confidentiality

Each Party agrees to keep secure and confidential all information disclosed by the other Party in relation with this Agreement, whether written, verbal, or electronic, that is marked as confidential or should be expected to be confidential by its nature (Confidential Information), including Raw Data. Neither Party shall disclose the other Party’s Confidential Information to any third party (except for its affiliates, agents and advisors who are bound by an appropriate obligation of confidentiality) or use it for any purpose other than as permitted under this Agreement.

 

7. Liability and indemnity

• Each Party’s liability under this Agreement shall be excluded, except for damages caused willfully or with gross negligence, and subject to sec. 7(b).
• If any third party makes a claim against the Foundation for losses or damages allegedly caused by any breach of sec. 1(d) or 2.1(g), the Participant will reasonably support the Foundation in the defense of such claims, and will re-imburse any compensation paid by the Foundation for such losses or damages.

 

8. Term and termination

• This Agreement enters into force upon its signature by both Parties (wet ink or electronic signature including, for example, DocuSign), and shall remain in force until terminated in accordance with this Agreement.
• Each Party may terminate this Agreement by providing written notice to the other Party:
  • at any time as of the end of a calendar month, giving at least three months’ notice;
  • in the event of a material breach of this Agreement that is uncurable or remains uncured for a period of 30 days following receipt of notice of breach.
• The Foundation may terminate the Agreement (i) under sec. 9(a); (ii) under sec. 9(a), and (iii) by providing written notice to the Participant if, for at least seven days, Raw Data is not provided to the Foundation in accordance with sec. 1(c) and 2.1(d).
• Upon termination of this Agreement for any reason,
  • Access for the Participant to the Market Watch Portal will be terminated;
  • the Foundation may keep Raw Data received;
  • claims to any remaining balance of Revenue Shares below EUR 100 and any future claims to participate in Revenue Shares will forfeit;
  • 4 will remain applicable.

 

9. General terms

• The Foundation may update the terms of this Agreement (including, for the avoidance of doubt, the percentage of the Revenue Share) by providing at least one month’s prior notice to the Participant, stating the updates. The Participant may object to the updates within two weeks from receipt of notice. In case of an objection, the Foundation may, at its option, either continue the Agreement with the then-current terms or terminate the Agreement within two weeks from receipt of the Foundation’s objection by providing notice to the Participant.
• This Agreement is mutually non-exclusive.
• All notices required to be given under this Agreement will be valid if given expressly and in text form.
• This Agreement may only be amended or modified by a written instrument (wet ink or electronic signature including, for example, DocuSign).
• This Agreement shall be governed by Swiss law. Any dispute between the parties arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Lausanne, Switzerland; provided that the Foundation may bring claims under this Agreement before any other competent court in the event of recourse claims and actions on third-party notice.

 

Annex: Definitions

Agreement                         this Data Sharing Agreement

Data Brokerage Service      the Foundation’s service of providing aggregated (anonymized) hospitality market data to third-party purchasers

Data Product                      Aggregate data products, such as statistics, insights, or analysis, using raw data received from participants (including Raw Data)

Market Watch Portal          the Foundation’s online platform for hospitality and tourism actors to access aggregated and anonymized market data for internal analytical purposes

Party                                  a Party to this Agreement

Raw Data                            the business and operational data that is relevant to the hospitality and tourism industry and is stored in the Participant’s management software systems (such as Property Management Systems (PMS), Point of Sale (POS) systems, Enterprise Resource Planning (ERP) software, and other relevant tools or platforms), in raw format

Revenue Share                   the net revenues generated by the Foundation from the Data Brokerage Service of the according Raw Data

Room                                 a physical accommodation unit within a hospitality establishment that is designated for overnight guest stays, including individual hotel rooms, suites, cottages, bungalows, serviced apartments, and dormitory beds in hostels, but excluding meeting rooms, event spaces, and other non-accommodation areas