Alloggio Partner Management Services Terms

Version 1.0 dated 17 October 2026

These Terms support the signed Management Services Agreement Summary. They explain how Alloggio and the Partner will work together, how Trova traveller services will operate, and the responsibilities that protect the business, its people, owners and guests. The relevant jurisdiction schedule forms part of the Agreement.

1 Agreement and interpretation

1.1 The Agreement consists of the signed Summary, these Terms in the version identified in that Summary, the applicable jurisdiction schedule and any expressly identified signed variations. The Partner, Alloggio and Trova are the legal entities named in the Summary, including any stated trustee capacity. An account, brand or business name does not substitute for a legal party.

1.2 The Business is the accommodation management operation and portfolio identified in the Summary. Business Owners are the persons identified there who own the relevant business assets or controlling shares or units and sign for the purchase rights in clause 18. Individual accommodation owners are called Property Owners. They are not parties merely because the Partner manages their properties.

1.3 Alloggio supplies management services to the Partner. Trova separately supplies its traveller services and undertakes the participation and settlement obligations in clauses 10 to 12. By signing, Trova and the Partner enter those arrangements; Alloggio and the Partner enter the management arrangements. The common protections apply to each relevant relationship. Each provider is responsible for its own obligations and people, without an implied guarantee of another group entity.

1.4 Mandatory law prevails. Subject to that, an expressly signed variation prevails over the Summary, the Summary over the general Terms, and the relevant jurisdiction schedule over inconsistent general Terms. A commercial variation does not override a mandatory jurisdiction requirement. Administrative implementation records cannot change agreed rates, term, authority or rights.

1.5 The Commencement Date is the date in the Summary on which Alloggio begins its services. A calendar day includes weekends and holidays. A Business Day is a day other than a weekend or public holiday at the Business location. Times, calendar months and departure dates use the local time at the relevant accommodation.

1.6 Before signing, the Partner must receive an accessible copy of all incorporated documents and have an opportunity to read them and obtain advice. The parties will retain the executed Summary and that exact Terms version. Updating a website does not amend an existing Agreement. Amendments require written agreement by the affected parties, except implementation decisions expressly authorised by this Agreement.

2 Appointment and commencement

2.1 The Partner appoints Alloggio to manage the Business day to day during the Term within the authority in this Agreement. The initial Term is three years from the Commencement Date. The Term includes each renewed term and any temporary continuation under clause 17.4. Subsequent terms and the permitted ways of ending or preventing renewal are in clauses 17 to 19.

2.2 The management fee and traveller services arrangements operate from the Commencement Date. Preparation before that date does not itself start either fee. The first 90 days are part of the paid service period. The parties will prepare lawful access, pricing, fee configuration, booking disclosures and settlement arrangements for commencement using the existing systems.

2.3 Before regulated activities or fee collection begin, the parties will complete the entity, licence, owner authority, account and tax checks relevant to those activities. Neither party must act unlawfully to meet a commencement target. If a required authority is missing, they will promptly agree how lawful services can proceed and resolve the affected activity. No retrospective guest fee may be introduced to make up an implementation delay.

2.4 The Partner will provide accurate information, reasonable staff cooperation and authorised access to the premises, systems, records, owner appointments and supplier arrangements needed to perform the services. Access must use suitable individual permissions and security controls.

3 Ownership and brand presentation

3.1 The Partner retains ownership of its Business, heritage brand, domains and existing business assets. Existing owner appointments and accommodation contracts continue with their actual parties unless separately and lawfully changed. This Agreement does not sell or transfer the Business or guarantee a financial return.

3.2 While the heritage brand remains owned by the Partner, agreed websites, email signatures and relevant guest communications will present it as “[Partner Brand] with Alloggio”. A brand owned by Alloggio may use “[Brand] by Alloggio”. Legal supplier names and capacities must remain correctly identified in contracts, invoices and booking disclosures.

3.3 Each party grants the other a non-exclusive permission during the Term to use its approved name, marks and relevant content only to deliver and describe these services. Ownership and associated goodwill remain with the relevant owner. Uses must follow reasonable brand standards and cannot suggest ownership that does not exist. Clause 20 governs removal and transition at the end.

3.4 References to working in partnership describe commercial cooperation. They do not establish a legal partnership, joint venture or general authority to bind another party. Any agency exists only within an express lawful appointment.

4 Management services

4.1 Alloggio will provide operational leadership, coordination of the local team, revenue and reservation management, owner and guest service coordination, distribution oversight, operating procedures, supplier coordination, staff support and training, performance reporting, forecasting and practical improvement planning for the Business.

4.2 Alloggio will use reasonable care, skill and diligence, appropriately experienced people and suitable continuity arrangements. It will act within the Partner’s lawful owner appointments, approved operating plan and this Agreement. It will identify material operational, financial and compliance issues and respond according to their urgency.

4.3 The agreed management and traveller services fees fund the management oversight, central capacity and specialist support described in this Agreement. A change in which Alloggio or Trova team delivers an included service does not create a new charge. Additional shared operational labour is governed by clause 8.

4.4 Alloggio will seek to improve service and efficiency while considering owner and guest satisfaction and the Partner’s commercial performance. Forecasts, savings estimates and targets are planning tools. Alloggio does not promise a particular revenue, occupancy, owner retention or EBITDA result.

5 Reporting and working together

5.1 Alloggio’s nominated regional general manager or operational lead directs daily operations through the existing local staff structure. The COO provides cover when that lead is unavailable. The CEO or another identified nominee provides further escalation and continuity. Alloggio will notify the Partner and affected staff of the lead, cover arrangements and material changes.

5.2 The Partner’s principals and representatives will raise operating requests through that lead rather than create competing instructions for staff. Alloggio will respect the Partner’s nominated commercial representative and existing local supervision. These arrangements do not restrict lawful employment concerns, urgent safety action, protected disclosures or access to regulators.

5.3 The parties will meet monthly to discuss actual trading, owner and guest experience, staffing, service issues, budgets, cash and fee reconciliations, forecasts and improvement opportunities. Alloggio will provide the monthly commercial report within 15 Business Days after month end. Personnel matters will be shared only with people who need the information.

5.4 Within the first 30 days, the parties will record the opening budget, service priorities and available performance baseline. They will review a forward operating plan and meaningful measures during the first 90 days. A failure to agree additional targets does not remove the service obligations already stated in this Agreement.

6 Operating authority and reserved decisions

6.1 Alloggio may make routine operating, pricing, scheduling and supplier decisions within the approved operating budget, owner authority and existing contracts. Until the opening budget is recorded, the Partner’s existing lawful operating budget, authorities and ordinary commitments apply; Alloggio may continue ordinary operations within them. Supplier commitments must be within that authority, on ordinary commercial terms and no longer than the remaining Term unless the Partner approves otherwise. Statutory signing and licence responsibilities remain with the authorised person or entity.

6.2 The Partner retains approval of borrowing, guarantees, security over assets, sale or acquisition of material business assets, changes to its legal ownership, new leases, material unbudgeted expenditure and changes to Property Owner contracts or entitlements outside an existing lawful authority. Hiring, dismissal, pay and employment contract changes require the Partner’s employer authority and lawful processes. Alloggio may prepare recommendations and implement approved decisions.

6.3 The systems authority in clause 7 is already granted, including subscription expenditure within its cap. It does not require another ordinary budget approval or Partner consent. Alloggio cannot use that authority to authorise unrelated expenditure or an increase above the cap payable by the Partner.

6.4 Each party may take proportionate action reasonably necessary to address immediate safety risks or comply with law within its lawful authority. It must notify the other promptly, ordinarily within 24 hours, explain any expenditure and keep records. This is not a general spending authority.

7 A considered approach to systems and people

7.1 For the first 90 days, Alloggio will use the Partner’s existing systems and workflows, taking time to understand the Business and support its team. Configuration needed for agreed day one fees, lawful disclosures, permissions, reporting or branding is permitted within those systems. Planning, testing and advance notice may occur during this period. A replacement before day 91 requires written agreement unless required by law.

7.2 Over the following 90 days, Alloggio will work with the Partner to assess whether changes would benefit the Business and plan any proposed migration. The review will consider staff, owners, guests and suppliers, service quality, operational efficiency and commercial performance. This is an initial planning and implementation period, not a deadline for every migration.

7.3 Alloggio may decide to replace, integrate, add, retain or discontinue all, some or none of the applications, systems, PMS and workflows used for the services. That authority continues throughout the Term, including after day 180. It must be exercised reasonably for the service and operating purposes of this Agreement and within the protections below. Consultation concerns the proposal and its practical delivery; it is not an additional Partner approval condition.

7.4 Alloggio must give at least 40 calendar days’ written notice before a systems or workflow change under clause 7.3 is implemented. This notice period does not apply to the commencement configuration expressly permitted by clause 7.1 or ordinary use of the existing systems. The notice must identify the scope, reasons, intended date, expected service and financial effects, subscription comparison, training and transition arrangements. Alloggio will consider practical concerns, identify expected expense offsets where reasonably available and explain material trade-offs. Forecast savings do not increase the subscription cap.

7.5 Alloggio will manage and fund migration preparation, integration, data transfer, testing, project management and the creation and delivery of training materials. This includes necessary temporary duplicate subscriptions and unavoidable software exit charges caused by its chosen migration. The Partner continues to pay ordinary staff wages and make staff available. Exceptional overtime or backfill must be identified and its funding agreed before it is incurred.

7.6 The Partner’s combined recurring subscription costs for the comparable required systems must not exceed 110% of the verified commencement baseline. The baseline records annual recurring costs, systems, compulsory add-ons, recurring integration charges, currency, discounts and comparable properties, users and activity. The comparison uses the same GST treatment. It includes retained and replacement systems, not only newly selected applications.

7.7 The cap does not reset after a change or increase by another 10% each year. Only an expressly agreed and documented change in service scope may change the comparable baseline. Ordinary vendor price increases do not themselves change it. If the baseline is zero, no new subscription cost is payable by the Partner without written agreement. Alloggio must choose a compliant solution or meet any excess itself.

7.8 Training will suit affected roles and include digital, printed and on-site delivery where relevant, practice, reasonable competence checks and follow-up support. Alloggio will assess readiness for essential tasks and plan to minimise disruption, protect booking information and preserve original reservation dates. It will maintain appropriate backup, access and recovery arrangements. The same notice, funding, training and cap protections apply to later changes.

8 Employees and shared staff

8.1 The Partner remains the employer of its existing staff and pays ordinary remuneration, leave, statutory contributions, payroll liabilities, workers compensation and other employment costs now and during the Term. Employment terms do not change merely because daily direction is coordinated by Alloggio.

8.2 Each party remains responsible for legal duties arising from its own activities, directions and conduct, including workplace safety, consultation and any labour supply or controlling employer obligations. Nothing transfers Alloggio’s own statutory duties to the Partner.

8.3 The parties may use shared central or local operational staff to supplement or replace capacity. Before cost recovery begins, they must record the work, service standard, employer or provider, estimated cost, allocation method, any local costs being removed and the implementation responsibilities. Formal employment changes remain subject to clause 6.2 and applicable law.

8.4 Unless expressly agreed otherwise, recovery is limited to actual relevant employment or supply costs and attributable statutory on-costs fairly allocated to the Business. No additional margin, unrelated idle capacity or duplicated overhead may be charged. Included management or traveller services cannot be charged again as shared staffing. The allocation will be supported in monthly reporting and reviewed if the work changes.

9 Management fee and Gross Booking Value

9.1 The Partner pays Alloggio 3% of Gross Booking Value attributable to the management services, plus GST where legally payable. This is the Partner’s management expense. It is not automatically an additional guest or Property Owner charge.

9.2 Gross Booking Value or GBV is the final gross consideration charged by or on behalf of the accommodation and traveller service suppliers for the relevant reservation, before deducting OTA commissions, distribution charges or payment processing expenses. It includes accommodation, cleaning, linen, booking extras, merchant and service charges, the Traveller Service Fee and included GST and lawful guest taxes or levies.

9.3 GBV excludes refundable security deposits until lawfully applied as booking consideration, damage compensation, gratuities, donations and a separate charge made by an OTA to a guest solely for the OTA’s own services outside the reservation transaction. Actual refunds and price reductions reduce GBV. A channel commission or merchant expense is not a refund. Mandatory statutory calculation rules remain unaffected.

9.4 The management fee applies to stays managed from commencement, including reservations made earlier. For a stay spanning commencement or the end of services, GBV is allocated by the stay nights managed, with separately identifiable services allocated to when delivered. It does not retrospectively charge for service periods before commencement or for future periods after Alloggio stops managing them.

9.5 The fee is reconciled monthly for departed stays. Lawfully retained cancellation or no-show receipts are included when the right to retain them is established during the Term and they have been received; fully refunded amounts are excluded. Alloggio issues an itemised monthly invoice, payable within 10 Business Days of receipt. Later refunds, corrections and recoveries are adjusted in the next invoice. Commercial payment timing does not determine statutory tax or accounting recognition.

9.6 The parties will use the same final booking value consistently. Reconciliations must not charge a second management fee on the Partner’s TSR participation payment, transfer between accounts or another internal allocation of the same receipt.

10 Trova traveller services participation

10.1 From commencement, Trova will provide the applicable booking, digital guest communication, transaction administration and traveller support services through its platform and supporting teams for eligible reservations. The participating services, guest contact arrangements and any channel limitations must be identified at onboarding and in the booking disclosures. Alloggio will coordinate these services with the local team.

10.2 Trova remains responsible for the services it undertakes, including work delivered by its subcontractors. The accommodation supplier remains responsible for supplying the accommodation under the applicable guest contract. This Agreement does not make Trova or Alloggio the accommodation principal merely by introducing the Traveller Service Fee or processing a payment.

10.3 The Partner authorises introduction of the agreed Traveller Service Fee within its lawful owner and channel authority. Before a guest commits, the booking process must correctly identify the suppliers, explain the separate traveller services, present the applicable terms and show the total unavoidable guest price including applicable GST. The fee must not be introduced retrospectively, misrepresented as an owner commission or attributed to a payment method when it applies regardless of payment method.

10.4 The fee is part of the total guest price and is accounted for separately from the owner’s accommodation entitlement. Its placement in the price calculation does not itself authorise reducing rent already contractually due to an owner. Existing owner appointments and channel contracts must support the allocation. OTA commission obligations continue according to the actual OTA agreement.

10.5 Trova’s public Traveller Service Fee and platform services page provides explanatory guest information. The fee rate, Partner participation and obligations under this Agreement can change only as expressly agreed in writing. Updating that page does not change these commercial terms or the terms already accepted for a booking.

11 Traveller Service Fee calculation and eligibility

11.1 The default Traveller Service Fee is 4% of GBV plus GST where legally payable. A different rate applies only if expressly stated in the Summary or a signed variation. The Summary must separately state any Partner participation percentage. A blank Partner participation field means zero, not an implied rebate.

11.2 If the signed arrangement is 5% with a one percentage point Partner participation, the fee before GST is 0.05 times GBV and the Partner amount before its own tax adjustment is 0.01 times GBV. Trova’s allocation before tax adjustments is 0.04 times GBV. The Partner amount is not 1% of the fee and is not added to GBV again. No rate can be increased through a website update alone.

11.3 The final inclusive GBV is the common calculation base. If G is that final value, r is the agreed fee rate and g is the GST rate legally applicable to Trova’s supply, the fee cash component is G multiplied by r multiplied by (1 + g). If building a price from other charges P that exclude that fee, and P is otherwise fixed, G equals P divided by [1 minus r multiplied by (1 + g)]. Other taxes or variable charges must also be calculated correctly. The Partner’s management fee is not automatically grossed up into the guest price.

11.4 An eligible reservation is a genuinely new binding reservation first confirmed on or after the Commencement Date and during the Term, with the fee lawfully disclosed and accepted. A migration, replacement booking number, administrative amendment or recreation of an earlier reservation does not reset its original date or make it eligible. A genuinely new reservation following a real cancellation must still satisfy the disclosure and eligibility rules.

11.5 The guest may pay the inclusive booking price under the ordinary booking payment schedule. The TSR component becomes eligible for release under this programme only after the guest actually departs and the relevant funds have cleared. An expected or scheduled departure is insufficient. A cancellation before arrival or a no-show has no qualifying departure; the TSR component must be refunded or reversed. Lawful accommodation cancellation charges are treated separately.

11.6 Price reductions, refunds, shortened stays, disputed payments and chargebacks must be recorded against the affected reservation. Fees and Partner participation are corrected using the adjusted GBV and lawful guest outcome. Neither provider can retain an amount that must be refunded by law or the applicable guest terms. Trova and the Partner must return any resulting overpayment of TSR or participation within 10 Business Days after receiving a supported reconciliation, including after termination, unless a lawful credit in an earlier settlement resolves it. Undisputed refunds to guests must not be delayed by a dispute between the parties. Owner, guest and statutory funds cannot finance a party’s repayment obligation.

12 Collection and monthly settlement

12.1 Before collection begins, the parties will record the accommodation supplier, traveller services supplier, licensed or authorised collection entity, account ownership, owner entitlement, tax treatment and payment authority. Client money must stay in the account and legal structure required for it. Naming a Trova account or nominee does not authorise diverting gross guest or owner funds from a required trust account.

12.2 Where properly authorised and legally due, the collecting entity will release cleared TSR amounts after departure in the month-end disbursement for that calendar month to Trova’s verified nominated receiving account. The cut-off is the end of the month in the accommodation’s local time. A banking transaction that cannot be completed that day is processed on the next Business Day without changing the reporting month.

12.3 Amounts not cleared or not yet eligible at that cut-off remain separately reconciled and are included in the next month-end run after eligibility and clearance. The Partner does not finance an OTA’s unpaid receivable merely because the booking has departed. Wrongful diversion or failure to account remains a breach. A genuinely disputed amount may be held pending resolution; undisputed amounts must still be paid.

12.4 After receiving the relevant cleared TSR, Trova will pay the agreed Partner participation to the Partner’s verified nominated account as part of the same monthly cycle, within two Business Days of receipt. Its tax treatment and any invoice, taxable supply information or adjustment note must follow the actual legal nature of that payment and the recipient’s registration. The payment is not a guest discount unless the guest price is actually reduced.

12.5 The settlement statement will identify each reservation, original confirmation and departure dates, GBV, applicable fee rate and GST, refunds, channel deductions, amounts held over, Trova amount, Partner participation and payments made. Management fees remain identifiable on Alloggio’s invoice even where a consolidated commercial report is used.

12.6 Statutory trust withdrawal controls and authorised signatories prevail over operational reporting lines. There is no general right to set off a party’s business debt against owner, guest, deposit or statutory funds. Bank account changes must be verified through an established separate contact channel before payment instructions are changed.

13 Records and verification

13.1 Each party must keep accurate records supporting its services, fees, permissions, transactions and statutory obligations for the legally required period. The Partner must have continuing appropriate access to its Business records. Alloggio and Trova will provide information reasonably needed to understand and reconcile charges.

13.2 On reasonable notice, a party may have relevant calculations and compliance with the Agreement reviewed by an independent professional bound by confidentiality. Access must be proportionate, protect unrelated businesses and personal information, and avoid unnecessary disruption. The requesting party pays ordinary review costs unless material error or breach justifies reasonable recovery from the responsible party.

14 Privacy and confidentiality

14.1 Each party must keep the other’s non-public business, staff, owner, guest and financial information confidential and use it only for the services, enforcement of rights or another agreed lawful purpose. Disclosure is limited to people who need it and are subject to suitable confidentiality obligations, or as required by law. Professional advice and lawful regulatory reporting remain permitted.

14.2 Each party must comply with applicable privacy and data security law. Before access or migration, the parties must identify the relevant information, purposes, authorised users, processors, hosting locations, notices and any overseas disclosures. Access must be limited to what the role requires, using reasonable technical and organisational security measures.

14.3 Guest, owner and employee information cannot be used for unrelated group marketing or other independent purposes merely because the Partner signed this Agreement. Any such use requires its own lawful basis and required notices or consents. Each party will cooperate with access, correction, retention, deletion and privacy requests.

14.4 A party becoming aware of a suspected material security or privacy incident affecting the Business must notify the others promptly, preserve evidence and cooperate on containment and required notifications. Each remains responsible for its own statutory reporting duties. Overseas service providers must have the safeguards required by the relevant jurisdiction.

15 Business information and intellectual property

15.1 Each party retains its pre-existing software, know-how, methods, templates, intellectual property and brand rights. The Partner retains its Business records and rights in its own content, subject to the rights of individuals and third parties. Alloggio and Trova receive only the permissions reasonably needed to deliver the services.

15.2 Business-specific data and records must remain reasonably accessible and exportable in commonly usable formats, subject to privacy, security and third-party rights. Alloggio may retain its general methods and learning without exposing the Partner’s confidential information. No licence transfers ownership of a third-party application or overrides its supplier terms.

16 Service concerns and remedies

16.1 The Partner should raise service concerns through the operational lead, with COO and CEO escalation available. Alloggio will respond according to urgency and keep the Partner informed about actions, ownership and progress. Urgent guest welfare, safety, financial or legal issues require prompt action rather than waiting for a commercial meeting.

16.2 A Material Service Failure is a substantial or repeated failure by Alloggio to perform an express service obligation, causing a material adverse effect on the Business, owner or guest service, or operational compliance. A difference in preference, an isolated minor incident promptly remedied, or a market result not caused by such a failure is insufficient.

16.3 A formal notice must describe the failure, supporting facts, affected obligation and required remedy. Alloggio has 30 calendar days to remedy it, with immediate protective action where needed. If a remedy reasonably requires longer, Alloggio must provide and diligently follow a reasonable plan; an extension requires the Partner’s written agreement and cannot be imposed indefinitely. Repeated failure after an earlier remedy may be considered in assessing materiality.

16.4 An unresolved Material Service Failure gives the Partner the contractual non-renewal right in clause 17. It does not, by itself, give an additional contractual right to end the current fixed term early. Claims for loss and rights or remedies that cannot lawfully be excluded remain available. Nothing represents that this restriction overrides applicable consumer or unfair contract terms law.

17 Renewal

17.1 At the end of the initial three-year Term, and each following Term, the Agreement automatically renews for another three years unless it has already ended under clause 19 or applicable law, the parties agree otherwise in writing, or the Partner validly prevents renewal for an unresolved Material Service Failure under clauses 16 and 17.

17.2 Alloggio will remind the Partner of the renewal date at least 120 calendar days beforehand and include any outstanding service remedy plan. A reminder does not create a general convenience opt-out. An existing fee rate or subscription cap does not automatically increase on renewal.

17.3 The Partner may give written notice preventing the next renewal where a Material Service Failure remains unresolved after the remedy process. It must identify that basis and be given before expiry. A failure first arising near expiry may be notified before expiry even if its remedy period would otherwise run beyond that date.

17.4 If a qualifying notice or its validity remains unresolved at expiry, the existing arrangements continue temporarily on the same rates and operating protections, rather than immediately starting another three years, while the remedy or dispute process is completed. This continuation is part of the Term for operating authority, fees, new TSR eligibility and purchase rights. If the non-renewal ground is established, the Agreement ends at expiry or, where that date has passed, on determination with an orderly handover. Determination means written agreement by the affected parties or a binding decision by a court or other tribunal with jurisdiction, not an unsuccessful mediation alone. If the ground is not established or is remedied within the allowed period, the renewed three-year Term is measured from the original renewal date. The parties must progress the process promptly.

18 First and last purchase rights

18.1 During the Term, the Partner and each signing Business Owner must give Alloggio the first opportunity to purchase and final right to match a genuine third-party offer for the Business. These rights apply to a sale of substantially all of the identified Business assets, including its goodwill and management portfolio, or a transfer of control of the entity or trust carrying on that Business. They do not automatically extend to unrelated businesses or ordinary property movements within the portfolio.

18.2 Before marketing or committing to such a sale, the seller must give Alloggio a written first opportunity notice with the proposed transaction, price or price expectations, material terms and sufficient business information to assess it. Alloggio has 20 Business Days after receiving a complete notice to make an offer or decline. If it offers, the parties have a further 10 Business Days to seek agreed written sale terms. Neither must accept an offer that has not been agreed.

18.3 If no sale is agreed, the seller may seek outside offers. Before accepting or entering a binding third-party transaction, it must give Alloggio the genuine offer, bidder identity and all material economic and non-price terms. Alloggio then has 10 Business Days after receiving complete information to elect in writing to match. For either an initial or final notice, Alloggio must identify any reasonably necessary missing information within five Business Days; otherwise the response period runs from receipt. A timely request pauses the remaining period only until that identified information is supplied, without repeatedly restarting it for immaterial matters. Any third-party agreement entered beforehand must be expressly conditional on this right and must not impose a penalty on the seller for honouring it.

18.4 A valid matching election accepts the disclosed terms to the extent legally capable of acceptance. The seller and Alloggio will promptly record them in the appropriate sale agreement; neither may add a material condition not present in the matched offer. Where a non-cash or bundled term cannot reasonably be replicated, the parties will appoint an independent qualified business valuer within five Business Days to determine the equivalent attributable value as an expert, with costs shared equally. If they cannot agree an appointment, either may request a nomination by the president of the relevant jurisdiction’s law society or law institute. The expert’s valuation is binding absent manifest error, subject to applicable law, and Alloggio has 10 Business Days after receiving it to match. Other disputes go to clause 23; the affected sale pauses only as reasonably necessary to resolve the issue.

18.5 If Alloggio declines or does not respond within the applicable period, the seller may complete the disclosed third-party sale within 180 calendar days on terms no more favourable to the buyer. A materially better price or other material concession for the buyer, a different transaction or expiry of that period requires a fresh final opportunity. Alloggio may waive a right in writing.

18.6 Alloggio may nominate a suitably qualified and funded acquisition entity, subject to required regulatory approvals, but remains responsible for its obligations until an agreed sale instrument provides otherwise. Purchase rights are rights to receive and match offers, not an undefined option to force a sale at an unspecified price.

18.7 The Partner must ensure that each person whose asset or ownership interest is needed to give these rights signs the Summary or a corresponding accession. No non-signing shareholder, trustee or Property Owner is bound merely by being mentioned. The parties must comply with applicable sale agency, competition and transaction approval requirements.

19 Ending the Agreement

19.1 A genuine completed sale of the Business ends this Agreement at settlement once the purchase process in clause 18 has been honoured, unless continuation with the buyer is agreed in writing. Advertising, negotiations, a proposed sale or an incomplete transaction does not end it. A sale or restructure within the Alloggio group is not a Partner Business sale for this purpose.

19.2 The affected parties may end their arrangements or agree not to renew at any time by written agreement. The Partner’s service-failure remedy is as expressly stated in clauses 16 and 17, subject to protected legal rights. There is no general right to terminate for convenience.

19.3 For a material breach other than a Material Service Failure, the affected party may end the affected arrangements if a written notice identifies the breach and it remains unremedied after 30 calendar days. Non-payment must concern an undisputed amount actually due. This clause cannot be used to re-label a service failure or defeat the agreed service-failure process.

19.4 Where continued performance becomes unlawful, a required licence is lost without a lawful alternative, or a serious breach other than a Material Service Failure cannot be remedied, the parties must promptly consider a lawful continuation or handover. An affected party may end to the extent reasonably necessary and legally permitted. The unremediable-breach limb does not create an additional early exit for a Material Service Failure. Independently applicable legal rights and the separate unlawfulness or licence-loss grounds remain unaffected. Insolvency-related action remains subject to applicable statutory restrictions and stays.

19.5 Nothing excludes a right of cancellation, termination, compensation or other remedy that cannot lawfully be excluded. A jurisdiction-specific appointment or mandatory cancellation provision may prevail over this Term. Ending the management arrangement ends traveller participation for new reservations, subject to existing booking, settlement and transition obligations. Ending only the traveller participation arrangement does not itself end management or create an indirect early exit from the management Term; a separate management termination ground must exist. No fee is earned for traveller services that are not delivered.

20 Handover and final accounting

20.1 The parties will cooperate on an orderly handover of current operations, future reservations, owner and guest communications, staff responsibilities, supplier arrangements, records and authorised system access. Existing guest commitments and legally held funds must be protected. Necessary records cannot be withheld merely to pressure payment of a disputed fee.

20.2 Ordinary handover, final reconciliations and a usable export of Business records form part of the services. Any substantial additional work requested beyond that scope requires agreed costs before it begins. The Partner remains responsible for its ordinary operating and employment expenses. Software transfer or replacement must respect third-party rights and the agreed subscription commitments.

20.3 Management fees stop for periods after management services end, subject to final adjustments under clause 9. Valid TSR for eligible reservations made during the Term may still settle after departure where the agreed Trova services continue to be delivered and the guest charge remains lawful. The handover must identify who delivers those services and handles refunds. There is no new TSR entitlement for reservations made after the Term without a separate agreement.

20.4 The parties will prepare a final account promptly and settle other undisputed final balances within 20 Business Days after the relevant money is available and reconciled. The specific TSR, Partner participation and repayment deadlines in clauses 11.6 and 12 continue and are not extended by this clause. Later guest refunds, chargebacks and receipts remain subject to adjustment. No automatic payment of all remaining future management fees arises from a permitted end under this Agreement.

20.5 Use of “with Alloggio” and each party’s licensed marks will end or be transitioned as agreed, ordinarily within 30 calendar days, with immediate correction of misleading new communications. Business records and retained personal information will be returned, retained or deleted according to lawful requirements. Confidentiality, accrued rights, accounting and necessary guest obligations survive.

21 Responsibility and insurance

21.1 Each party is responsible for reasonably foreseeable loss caused by its breach, negligence or unlawful conduct and by people for whom it is responsible. Responsibility is reduced to reflect the other party’s contribution, and each party must take reasonable steps to reduce loss. No party indemnifies another for that other party’s own wrongdoing merely by signing this Agreement.

21.2 No general monetary liability cap or blanket exclusion of all lost revenue or profit is imposed by these Terms. Any separately negotiated limitation must be expressly recorded, considered against the actual risks and insurance, and remain subject to rights that cannot lawfully be limited. Owner and guest money remains payable to its lawful recipient.

21.3 Each party must hold insurance required by law and reasonably appropriate for its activities, including relevant professional, public liability, employment and cyber risks. On reasonable request it will provide evidence of cover relevant to the services and notify material cancellation or reduction affecting performance.

22 Lawful performance and external events

22.1 Each party must comply with laws and lawful directions applying to its actual activities, including licensing, client money, accommodation use, safety, employment, tax, privacy and consumer requirements. The Partner will maintain the owner and business authorities it holds; Alloggio and Trova remain responsible for requirements applying to their own roles.

22.2 A party affected by an event beyond its reasonable control must promptly explain the effect, take reasonable mitigation and continuity steps and keep the others informed. This does not excuse failure to account for money already received, avoidable security failures, or payment for services already properly supplied. Fees do not accrue for undelivered services merely because an external event occurs. If lawful performance cannot resume, the parties will use clause 19 and applicable rights.

23 Disputes and notices

23.1 A party must give written details of a dispute and the outcome it seeks. The operating representatives will seek resolution promptly, followed by senior representatives within 10 Business Days if unresolved. If still unresolved after a further 10 Business Days, either may request mediation by an independent mediator agreed by the parties or nominated by the president of the relevant jurisdiction’s law society or law institute.

23.2 Mediation costs are shared equally unless agreed otherwise. Either party may pursue legal proceedings if mediation is not arranged promptly or does not resolve the dispute. Urgent protective relief, statutory complaints, protected disclosures and required action are not delayed by this process. Undisputed services and payments continue where lawful and safe.

23.3 Formal notices must be emailed to the notice addresses in the Summary or a later verified written update. Receipt is when the email enters the recipient’s designated system without a delivery failure, treated as the next Business Day if outside 9 am to 5 pm locally. For clause 17.3 only, a notice actually received by 11.59 pm local time on the expiry date is timely despite that Business Day deferral. A sender must use a reasonable alternative if it knows delivery failed. Ordinary operating messages do not vary the Agreement.

24 General provisions

24.1 Alloggio and Trova may use suitable group resources and subcontractors while remaining responsible for their obligations. A nominee carrying out work does not replace the contracting provider or become entitled to client money merely by nomination.

24.2 Assignment or transfer of the Agreement requires the affected counterparty’s written consent, not to be unreasonably withheld where the replacement has suitable capability, resources, authority and insurance and causes no material reduction in protection or increase in cost. A change of legal party must be documented properly. Clause 18 separately governs an acquisition nominee.

24.3 The Agreement records the parties’ agreement on these services. It does not exclude liability for misleading statements or any right that cannot lawfully be excluded. Failure to exercise a right once is not a continuing waiver. An invalid provision is ineffective to the extent required by law without rewriting the remaining bargain.

24.4 The parties may sign counterparts and use a lawful electronic signing method. Each signatory must have authority for the identified entity and capacity. Required company, trustee, partnership or other execution formalities and statutory appointments must still be satisfied. No personal guarantee is given unless separately and expressly agreed.

24.5 The law and courts of the jurisdiction selected in the Summary apply, subject to the relevant schedules, mandatory local laws and tribunal jurisdiction. Multi-jurisdiction operations must identify a lead governing law and the relevant portfolio for each local schedule. Amounts are in the currency recorded for the Business, with no automatic conversion or cross-border pooling of client money.

Schedule A New South Wales

A1 This schedule applies to New South Wales activities. NSW law and non-exclusive NSW court jurisdiction apply where NSW is selected in the Summary, subject to any mandatory forum. The Property and Stock Agents Act 2002, applicable regulation and mandatory agency requirements prevail to the extent relevant to the actual activities.

A2 Before carrying out licensed real estate work, each relevant individual and corporation must hold the required licence, authority or lawful exemption. The Partner’s licence does not automatically authorise another company. A legally required written agency appointment and fee authority must be obtained from the proper principal. The Business MSA does not substitute for a Property Owner appointment.

A3 Client money must be received, recorded, held and disbursed under the applicable trust requirements. Statutory supervision and withdrawal approval remain with the appropriately authorised licensee in charge. An RGM, COO, CEO or Trova nominee gains no trust withdrawal power merely from the operating hierarchy. Fee releases require lawful entitlement and authority.

A4 The parties must identify and meet the duties applicable to their roles under the NSW Code of Conduct for the Short-term Rental Accommodation Industry, including relevant duties as a letting agent or facilitator. Applicable registration, planning, fire safety, complaints and exclusion requirements must be reflected in onboarding and operating records. Describing the work as technology support does not remove duties arising from its substance.

A5 The Partner’s employer and owner responsibilities and Alloggio’s own responsibilities remain allocated by their actual roles. Local mandatory obligations prevail over any inconsistent general provision, including a limitation on available remedies.

Schedule B Queensland

B1 This schedule applies to Queensland activities. Queensland law and non-exclusive Queensland court jurisdiction apply where Queensland is selected in the Summary, subject to any mandatory forum. The Property Occupations Act 2014 and Agents Financial Administration Act 2014 and their applicable regulations prevail where engaged by the actual activities.

B2 The parties must determine which activities require a property agent appointment, individual or corporate licence, registration or other authority. Every relevant entity and person must hold its own required authority. Where applicable, the current approved appointment form, including the prescribed fees, services and statutory notices, must be completed by the proper principal. This Business MSA does not itself replace that appointment.

B3 If an arrangement under this programme is a regulated continuing property-agent appointment, its mandatory cancellation rights and notice regime prevail, including the applicable statutory 30-day regime. The commercial three-year Term must not be used to defeat those rights. Separate business support services must be classified on their substance and cannot be used as a label to avoid the Act.

B4 Trust money must be held and disbursed through the legally compliant account and authorised process, with required transaction records, reconciliations and audits. Trova receives only amounts lawfully due and released; the Partner’s signature does not authorise an otherwise unlawful payment of gross client funds.

B5 Relevant local planning, short-stay approvals, management rights, body corporate arrangements, safety and owner appointment restrictions must be checked for each operation. Where labour supply or another regulated activity is proposed, the required authorisation must be checked before commencement. Mandatory duties and remedies prevail over inconsistent general provisions.

Schedule C Victoria

C1 This schedule applies to Victorian activities. Victorian law and non-exclusive Victorian court jurisdiction apply where Victoria is selected in the Summary, subject to any mandatory forum. The Estate Agents Act 1980 and applicable regulations and authorities prevail where the services amount to regulated estate agency work.

C2 A corporation conducting an estate agency business must hold the required licence and have the required officer in effective control. Individuals undertaking regulated work must have the appropriate authority and supervision. A licence held by the Partner does not automatically cover Alloggio or Trova. Required written client authorities and fee disclosures must be completed by the proper parties.

C3 Client money must be handled through the legally compliant trust structure with the prescribed records, reconciliations, authorised withdrawals and audit. A software or staffing change cannot remove those controls or change beneficial ownership of money.

C4 The parties must identify who is responsible for any Victorian short stay levy, registration, returns and payment under the current rules. The statutory levy base, exemptions and actual booking arrangement govern. An internal label or allocation of TSR cannot exclude a charge from the levy base where the law includes it. Levy reporting must reconcile with booking records without treating statutory funds as provider revenue.

C5 Applicable owners corporation rules, planning, building and safety requirements, owner authority and employment obligations must be maintained. Any mandatory appointment, consumer or termination requirement prevails over inconsistent general terms.

Schedule D New Zealand

D1 This schedule applies to New Zealand operations and prevails over inconsistent general Terms. The New Zealand management entity identified in the Summary supplies the management services. Trova is the separate traveller services entity identified there and bound by execution. The Agreement does not itself transfer owner appointments, employment agreements, client accounts or accommodation contracts or substitute another accommodation supplier.

D2 The operational authority, reporting arrangements, initial 90-day continuity and subsequent systems protections remain as agreed. The Partner remains employer of its staff. Employment decisions must stay within written authority, existing employment agreements and lawful processes. Each party remains responsible for duties arising from its own conduct, including any controlling third party exposure and health and safety obligations. Later outsourcing, restructuring or staff transfers must follow applicable consultation and employee protection requirements.

D3 Traveller services participation starts at commencement for qualifying new bookings. The Partner must hold sufficient owner and channel authority to introduce and collect the fee. Booking information must identify the actual accommodation supplier and Trova’s separate services and show the total guest price, including applicable GST and compulsory charges, before commitment. Earlier bookings retain their accepted pricing and terms unless lawfully varied. Settlement follows departure and the monthly process in clauses 11 and 12.

D4 Each supply receives its lawful New Zealand GST treatment. Australian incorporation does not establish which GST applies. Records must identify the accommodation supplier, traveller services supplier, collection agent, relevant marketplace or listing intermediary, registrations and responsibility for tax reporting and taxable supply information. The entity named in each OTA listing agreement must be recorded, and direct booking websites assessed separately under marketplace rules.

D5 Owner funds, refundable deposits, GST and owner flat-rate credits must be accounted for separately from fees and Partner participation. Calculating a fee by reference to total booking value does not transfer ownership of those other amounts. Commercial month-end remittance does not postpone statutory GST accounting. Cross-border service charges require the appropriate tax treatment for the actual supply.

D6 Each party must comply with the Privacy Act 2020. Access is limited to lawful service purposes. The parties must allocate and deliver required guest, owner and staff privacy notices, including indirect collection notices under IPP3A, subject to lawful exceptions. Overseas disclosures must satisfy IPP12 where it applies, using comparable contractual safeguards as required. Where an offshore processor acts solely as an agent, the responsible principal remains accountable. The parties must cooperate on security incidents, individual requests, retention and required breach notifications.

D7 New Zealand law and non-exclusive New Zealand court jurisdiction apply where New Zealand is selected in the Summary, preserving mandatory tribunal jurisdiction. The agreed three-year Term, successive three-year renewals and service-failure non-renewal mechanism continue subject to rights that cannot lawfully be excluded. Nothing purports to contract out of non-excludable fair trading, consumer, employment, safety or privacy obligations. The dispute process does not restrict urgent relief or lawful reports to regulators.

D8 Activities requiring a licence, registration or specific appointment must be performed by an appropriately authorised entity. Client money must be held under the legal and contractual requirements applying to the actual activity; Australian statutory trust rules are not imported merely by using an Australian provider. Residential tenancy coverage depends on the real accommodation arrangement rather than a short-stay label.

Related traveller information

The following Trova pages provide traveller information. They do not replace the signed commercial terms or automatically amend an existing Agreement.

Traveller Service Fee and Trova Platform Services

Trova Legal Information and Booking Structure

Questions about this Agreement should be directed to the Alloggio or Trova representative and notice email identified in the signed Summary.