HOTEL PARTNERSHIP & DISTRIBUTION AGREEMENT

Preamble

This Hotel Partnership and Distribution Agreement (the “Agreement”) is entered into between LOTUS SYSTEMS, an enterprise organized under the laws of the Kingdom of Cambodia, trading as “Pause” (hereinafter referred to as the “Platform” or the “Company”), and the registered accommodation establishment executing this Agreement (hereinafter referred to as the “Hotel Partner” or the “Property”).

WHEREAS, Pause operates a proprietary digital reservation platform connecting travelers with hotels for daytime room access, pool use, and wellness facilities (“Pauses”); and

WHEREAS, the Hotel Partner desires to market, list, and distribute its daytime rooms on the Platform in accordance with the terms and conditions set forth herein.

ARTICLE 1: ZERO-PAYMENT AGENCY MODEL & GUEST BILLING

1.1 Independent Technology Intermediary: Pause operates exclusively as an introductory reservation technology facilitator under the Kingdom of Cambodia's E-Commerce regulations (Sub-Decree 134 and Prakas 290). Pause does not act as a merchant of record, tour operator, or hotelier.

1.2 Zero Online Guest Collection ($0 Online): Pause does not collect, hold, process, or escrow guest accommodation payments online. Guests reserve rooms with $0 paid online.

1.3 Front Desk Collection: 100% of all room fees, incidentals, and applicable statutory taxes are collected directly by the Hotel Partner upon guest arrival at the front desk (cash, credit/debit card, or the hotel's own KHQR code).

1.4 Tax Invoicing & Remittance: The Hotel Partner is solely responsible for issuing official tax invoices to guests upon payment and remitting applicable Accommodation Tax (ACT - 2%) and Value Added Tax (VAT - 10%) directly to the General Department of Taxation (GDT). Pause assumes no liability for guest room tax liabilities.

ARTICLE 2: 4-DIGIT ALPHANUMERIC CHECK-IN PASSCODE PROTOCOL

2.1 Passcode Generation: Every confirmed reservation generates a confidential, unique 4-digit alphanumeric Check-In Passcode (e.g., 7K3B).

2.2 Guest Presentation Requirement: The guest must present this 4-character code to the reception desk upon arrival to verify their booking and claim their reserved daytime room.

2.3 Front-Desk Verification: Reception staff must enter and verify this 4-character passcode in the Lotus Pause Partner Portal (/partner/dashboard) upon the guest's arrival.

2.4 Conclusive Legal Effect: Verification of the passcode in the Partner Portal constitutes irrevocable proof of guest arrival and stay fulfillment. Once verified, the reservation status transitions to “Completed”, the arrival timestamp is permanently logged, and the Hotel Partner is barred from filing a no-show claim.

ARTICLE 3: LATEST CHECK-IN TIME & ROOM RELEASE PROTOCOL

3.1 Daytime Operating Windows: Daytime Pauses operate within dynamic operating windows established by the Property (e.g., 8:00 AM to 7:00 PM).

3.2 Latest Check-In Time Formula: To protect guest arrival flexibility while ensuring room inventory monetization, every reservation establishes a contractually binding Latest Check-In Time:

3.3 Room Release Authorization: If a guest has not checked in and had their 4-digit passcode verified by their Latest Check-In Time, the Hotel Partner is authorized to release the room for public resale and report the booking as a no-show.

3.4 Prohibition of Premature Room Release: The Hotel Partner is strictly prohibited from releasing the room or reporting a no-show prior to the guest's Latest Check-In Time. The Partner Portal automatically rejects premature submissions.

ARTICLE 4: GUEST STAY CONFIRMATION & QUALITY AUDIT REVIEWS

4.1 Automated Check-In Verification (Trigger A): If the Latest Check-In Time passes without PIN entry, Pause dispatches an automated verification inquiry from [email protected] asking the guest to confirm whether they checked in.

4.2 Comprehensive 8-Hour Post-Stay Review (Trigger B): For verified completed stays, Pause dispatches a survey exactly eight (8) hours post-checkout soliciting detailed evaluations across:

• 🏊 Pool & Sun Area: Water quality, cleanliness, lounger availability
• 💆 Spa & Wellness: Treatment quality, hygiene, therapist professionalism
• 🏋️ Gym & Fitness: Equipment condition, air-conditioning, cleanliness
• 🛎️ Front Desk Service: Check-in speed, staff courtesy, hospitality
• 🌿 Daytime Room Quality: Bed comfort, bathroom hygiene, Wi-Fi speed, quietness

ARTICLE 5: NO-SHOW REPORTING, AUDIT CLAUSE & FRAUD PENALTIES

5.1 24-Hour Reporting Window: Legitimate no-shows must be recorded in the Partner Portal strictly within twenty-four (24) hours of scheduled checkout. Late reports are void, and standard commission applies.

5.2 Automated Collision Auditing: If the Hotel Partner reports a no-show, but the guest confirms check-in or submits a verified post-stay review, the reservation is automatically reverted to “Completed”, commission is reinstated, and a collision discrepancy is logged.

5.3 Contractual Audit Penalty ($25.00 USD): Any confirmed false no-show report incurs the standard platform commission plus a mandatory administrative audit penalty of $25.00 USD, debited to the Hotel Partner's monthly statement.

5.4 High-Risk Threshold & Fraud Delisting: Properties that exhibit an average no-show rate exceeding thirty percent (>30%), or that systematically make false reports to evade commission, shall have their active inventory immediately suspended and their accounts permanently removed from Lotus Pause.

ARTICLE 6: COMMISSION RATES, INVOICING & SETTLEMENT (1st / 6th / 7th)

6.1 Agreed Commission Rates:

• Standard Pause Plan: 13.0% commission (10.0% when bundled with Lotus Concierge).
• Pause Plus Plan: 16.0% commission (13.0% when bundled with Lotus Concierge).

6.2 Monthly Invoicing (1st of the Month): Invoices for commission accrued during the prior calendar month are issued on the 1st day of each month, payable immediately, and due by the 7th day of the month.

6.3 Official Payment Channels:

6.4 24-Hour Urgent Warning (6th of the Month): If payment has not been received by the 6th, an automated warning notice is dispatched explicitly stating: “if payment is not received by tomorrow your listings will be hidden until payment is received.”

6.5 Suspension & Delisting (7th of the Month): If payment has not been received by the 7th, the hotel account is automatically suspended (commission_invoice_overdue) and all room listings hidden from search and public access.

6.6 Automatic Reinstatement: Upon receipt and recording of payment, the account is immediately reinstated to approved status, restoring public listings without delay.

ARTICLE 7: PRICING INTEGRITY & BEST AVAILABLE RATE (BAR)

7.1 Daytime Discount: Daytime rates must represent a genuine discount of at least 50% to 75% below the property's standard overnight BAR for the same room type.

7.2 Rate Parity: The Hotel Partner covenants not to publish lower daytime room rates on direct public channels than those published on Pause, verified via automated rate shoppers.

ARTICLE 8: OPERATIONAL STANDARDS & FACILITY ACCESS

Daytime pause guests are entitled to identical room hygiene, fresh linen, towels, toiletries, Wi-Fi access, and shared facility privileges (swimming pool, sun loungers, gym) as overnight guests. Hotel staff shall maintain professional, welcoming, and non-discriminatory service at all times.

ARTICLE 9: TERM, TERMINATION & GOVERNING LAW

9.1 Term: Operates on a month-to-month basis, terminable by either party with thirty (30) days prior written notice, subject to complete settlement of outstanding invoices.

9.2 Governing Law & Jurisdiction: Governed by and construed in accordance with the laws of the Kingdom of Cambodia. Any dispute not resolved amicably shall be submitted to the competent courts of Phnom Penh or Siem Reap.