Solicitors for Hotels and Hotel Groups in Spain
Hotels and hotel groups sit at the centre of a complex and fast-changing distribution ecosystem. Contractual relationships with OTAs, bedbanks and tour operators, the negotiation of management and franchise contracts, the taxation of international hotel operations and digital compliance are all areas requiring specialist legal advice.
At Mylegalinbox we work with hotel groups, independent hotels and investment funds active in the Spanish and international hotel sector. We know the business from a distribution perspective: we have advised both hotels and the bedbanks and OTAs they work with, giving us a complete view of the ecosystem.
Distribution channel contracts: the legal framework
OTA contracts: what to review and what to negotiate
Contracts between hotels and OTAs (Booking.com, Expedia, Hotelbeds, etc.) are documents that large platforms present as non-negotiable standards. In practice, many clauses are negotiable for hotels with meaningful booking volumes.
The most critical areas: rate parity clauses and their compliance with the DMA and CNMC case law; cancellation conditions; payment timelines; the liability framework for guest complaints; and termination and exclusivity clauses.
The CNMC’s sanction against Booking.com and the implications for Spanish hotels is only the most recent example of why these contracts require specialist legal review.
Bedbank contracts: B2B hotel distribution
Bedbanks (Hotelbeds, W2M, TBO, DidaTravel, Jumbo, etc.) are B2B wholesalers that purchase hotel inventory and redistribute it through multiple channels. Allotment contracts have a different logic to consumer-facing OTA contracts.
The most common pressure points: the definition of authorised distribution markets, cancellation terms and the overbooking regime, the treatment of commissions and additional charges, and the handling of end-user complaints.
As several of our clients are leading bedbanks, we know these contracts from both sides of the table — which gives us a genuine analytical advantage when advising hotels.
Hotel management and franchise contracts
Hotel management contracts (between owner and operator) and franchise contracts are complex instruments with long-term financial consequences. Performance clauses, exit conditions, capital investment regimes and dispute resolution mechanisms all require detailed analysis before signing.
Hotel taxation: the highest-risk areas
VAT on hotel services and package travel
VAT treatment has real complexities: the applicable regime when a hotel forms part of a package holiday, the treatment of ancillary services, VAT on transactions with bedbanks under TOMS, and the implications when a hotel has guests from multiple EU countries.
Transfer pricing in international hotel groups
Hotel groups with properties in multiple countries have transfer pricing documentation obligations that are frequently not managed with the necessary rigour. Inspections in this area are increasingly common and assessments can be substantial.
Taxation of hotel investments
The acquisition of hotel assets has specific tax treatment that varies depending on the transaction structure (asset purchase, share purchase, SOCIMI, etc.). We advise on the optimal tax structuring of each transaction.
Legal and tax due diligence on hotel assets
We carry out comprehensive legal and tax audits of hotels and hotel groups in sale, purchase or investment processes: contractual position with distribution channels and operators, licence compliance, employment matters, tax contingencies and review of existing management contracts.
Why hotel groups choose Mylegalinbox
The most common reason our hotel clients give us is that with other firms they had to explain the business before they could discuss the legal problem. With us, the starting point is sector knowledge.
A solicitor who does not know what an allotment contract is, how the margin scheme works for a bedbank or what the industry standard cancellation practices are cannot identify the most relevant risks in a hotel distribution contract. That prior knowledge is the differentiating value we offer.
“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
Frequently asked questions
Can I negotiate the terms of my contract with Booking.com or Expedia?
In many cases, yes — particularly if the hotel has a meaningful booking volume or belongs to a group. Rate parity clauses, cancellation conditions and payment timelines are commonly negotiable. The first step is a legal review of the current contract to identify what negotiating levers exist.
What are the risks of distributing through a bedbank without a well-drafted contract?
The main risks are: distribution of inventory in unauthorised markets (which can create conflicts with other channels), unfavourable cancellation terms, lack of control over the final sale price, and the absence of clear mechanisms for handling guest complaints. A well-drafted contract prevents all of these scenarios.
What is a SOCIMI and is it suitable for a hotel investment?
A SOCIMI (Sociedad Cotizada de Inversión en el Mercado Inmobiliario) is the Spanish equivalent of a REIT, with a favourable tax regime for real estate investments including hotel assets. Whether it is suitable depends on the size of the investment, the investor profile and the planned holding period. We advise on the structure that best fits each specific transaction.
📩 We review your OTA and bedbank contracts. Free initial consultation. → information@mylegalinbox.com