Solicitors for Bedbanks and B2B Hotel Distributors
Bedbanks and B2B hotel distributors operate at the most complex link in the travel distribution chain. They purchase hotel inventory, aggregate it and redistribute it through a network of agencies, OTAs and other channels — sometimes within seconds, across multiple currencies, for clients worldwide.
That business model generates very specific legal and tax exposure that most tourism law firms do not understand in depth. At Mylegalinbox, TBO and DidaTravel are clients. We know bedbanks from the inside.
The specific legal challenges facing bedbanks
The allotment contract: the most important document for a bedbank
The allotment contract is the foundation of the relationship between the bedbank and the hotel. It defines the room purchase conditions, confirmation and cancellation timelines, payment terms, the overbooking regime, authorised distribution markets and the handling of end-user complaints.
Industry standard contracts tend to favour the side that drafted them. We design contracts that protect bedbanks at the most common pressure points: mass cancellations, disputes over distribution in unauthorised markets, quality complaints and unilateral changes to conditions by the hotel.
B2B distribution channel contracts
Bedbanks distribute through travel agencies, OTAs, other B2B platforms and direct clients. Each type of relationship has its own contractual logic: agency agreements with fixed commission, API access contracts with net rates, white-label agreements and exclusive distribution contracts by market.
We design and review all these contracts with particular attention to: termination rights for breach, traveller data treatment under the GDPR, liability for cancellations and overbooking, and dispute resolution clauses.
Bedbank taxation: TOMS and VAT margin schemes
Bedbank taxation is one of the most technically demanding areas and one with the greatest financial impact. The Tour Operators’ Margin Scheme (TOMS) may apply to bedbanks acting in their own name, but its precise application depends on how the business model is structured and in which countries it operates.
Errors in this area are costly: tax inspections that assess VAT on the full selling price rather than the margin, with interest and surcharges. We review your current tax structure, identify the most efficient regime and design processes for its correct application.
International expansion: structure and compliance across multiple jurisdictions
Bedbanks are by nature international businesses. They buy in one country, sell in another and have clients and suppliers across dozens of jurisdictions. That internationalisation generates legal and tax obligations in each relevant market: VAT registration, permanent establishment obligations, compliance with local travel distribution regulation and data treatment requirements.
We support bedbanks in their expansion with direct experience in Spain, Colombia, Dubai, Singapore and other key markets. We coordinate with trusted local firms to provide comprehensive coverage in each jurisdiction.
Compliance with the European platform regulatory framework
The P2B Regulation, the DMA and the Data Act directly affect bedbanks operating as B2B intermediation platforms. The P2B transparency requirements, the Data Act obligations (particularly relevant for bedbanks generating large volumes of booking data) and the new data rules all require review and adaptation.
What our clients in the bedbank sector say
“Borja and the Mylegalinbox team have proven to be invaluable legal partners for us. As a business operating globally, their international experience and guidance has ensured that we not only remain legally compliant across multiple jurisdictions, but that we can do so in the most efficient and cost-effective way possible.”
Gareth Mathews — CMO, DidaTravel
“I would not hesitate to recommend their services to anyone looking for the best legal partner. Their deep understanding of our business, our industry and a clear awareness of what we want to achieve in a transparent, legal and compliant manner.”
Gerardo del Rio — Vice President, TBO.com
Frequently asked questions about the legal framework for bedbanks
Are bedbanks required to apply TOMS in Spain?
It depends on how the business model is structured. If the bedbank acts in its own name towards the distribution channel and uses services (rooms) purchased from third parties, it may fall within the scope of TOMS. If it acts as a pure commission-based intermediary, the treatment differs. The boundary requires individual analysis.
What liability does a bedbank have in the event of a complaint from the end traveller?
In the bedbank–agency–traveller chain, the bedbank’s liability towards the traveller depends on how the contractual relationship is structured. In general, the bedbank has no direct relationship with the traveller, but it can be drawn into complaints if responsibilities are not clearly defined in the contract with the distributing agency.
What happens if a hotel distributes my inventory in markets I have not authorised?
If the distribution contract does not clearly define authorised markets and the consequences of breach, your legal options are limited. It is one of the most common problems and one of the easiest to prevent with a well-drafted contract. It is very difficult to resolve after the fact without that instrument in place.
📩 We review your contractual and tax structure. Free initial consultation. → information@mylegalinbox.com