Dive Centre Partner Agreement

Version 2026-08-12

Standard version. When a dive centre accepts this agreement in its account, its legal name, registration number and registered office appear in place of “Dive Centre”.

Electronic Click-Acceptance Version

Effective Date: The date on which the Dive Centre clicks “I Agree,” “Accept,” or an equivalent button confirming acceptance of this Agreement.

This Dive Centre Partner Agreement (“Agreement”) is between:

Aperioristes Technologies Ltd, a company incorporated in the Republic of Cyprus under registration number HE 367279, with registered office at Aristoteli Valaoriti 62, Livadia 7060, Larnaca, Cyprus (“Operator”); and

Dive Centre, being the dive centre, business or organisation completing registration on the Platform and accepting this Agreement electronically (“Dive Centre”).

The Operator and the Dive Centre are each a “Party” and together the “Parties”.

1. Electronic acceptance

1.1 Click acceptance

The Dive Centre accepts this Agreement by:

• creating or activating a partner account;
• checking an acceptance box;
• clicking “I Agree,” “Accept,” “Join,” “Activate Listing,” or an equivalent button; or
• continuing to use the partner dashboard after being presented with this Agreement and an opportunity to accept it.

1.2 Binding agreement

By clicking acceptance, the Dive Centre confirms that:

• it has read and understood this Agreement;
• the person accepting it is authorised to bind the Dive Centre;
• the Dive Centre agrees to comply with all provisions of this Agreement; and
• this Agreement becomes legally binding from the Effective Date.

No printing, handwritten signature or physical delivery is required.

1.3 Electronic records

The Operator may retain electronic records of:

• the date and time of acceptance;
• the account used;
• the name and email address of the accepting person;
• the version of the Agreement accepted;
• the IP address and other reasonably available technical information; and
• later electronic acceptance of amendments.

These electronic records may be used as evidence of acceptance to the extent permitted by applicable law.

1.4 Authority

The Dive Centre is responsible for ensuring that only an authorised representative accepts this Agreement.

The Dive Centre is responsible for activity carried out through its Platform account by its employees, representatives, instructors, agents and contractors.

2. Purpose and business relationship

2.1 The Platform

The Operator operates an online marketplace, website and/or application through which Customers may discover, compare and book diving activities and related services (“Platform”).

2.2 Diving Services

The Dive Centre wishes to advertise and provide diving activities, courses, excursions, boat trips, equipment rental and other related services through the Platform (“Diving Services”).

2.3 Independent businesses

The Parties are independent businesses. This Agreement does not create a partnership, joint venture, employment relationship, franchise, fiduciary relationship or agency relationship.

Neither Party may bind the other or make commitments on the other Party’s behalf unless expressly authorised in writing.

2.4 Role of the Operator

The Operator provides an online intermediary marketplace and related technology, marketing, booking-administration, communication and payment-collection services.

Unless expressly agreed otherwise, the Operator does not:

• provide the Diving Services;
• operate the Dive Centre’s vessels or equipment;
• employ the Dive Centre’s instructors or guides;
• supervise the activities; or
• control the manner in which the Dive Centre provides the Diving Services.

2.5 Role of the Dive Centre

The Dive Centre is solely responsible for providing the Diving Services safely, professionally and lawfully.

2.6 Customer contract

A contract for the Diving Services is formed between the Dive Centre and the Customer when the Booking is accepted through the Platform.

The Dive Centre must provide the Diving Services in accordance with:

• the Booking Confirmation;
• the information displayed on the Platform;
• the applicable cancellation and refund policy;
• the Activity Terms; and
• applicable law.

3. Definitions

In this Agreement:

• Booking means a reservation for Diving Services made through the Platform and accepted by the Dive Centre.
• Booking Amount means the total price displayed for the Diving Services, including the amount collected by the Operator and the balance payable at the Dive Centre.
• Booking Confirmation means the electronic confirmation issued after a Booking is accepted.
• Commission means the Operator’s commission, initially equal to 10% of the Commissionable Amount.
• Commissionable Amount means the price of the Diving Services themselves — dive trips, courses and boat or charter fees — excluding Extra Charges.
• Customer means a person who uses the Platform or books Diving Services.
• Dive Centre Balance means the amount payable by the Customer directly to the Dive Centre after the Operator has collected the Operator Amount.
• Dive Centre Terms means the Dive Centre’s applicable terms relating to payment, cancellation, changes, refunds, safety, participation and delivery of the Diving Services.
• Extra Charges means optional amounts billed alongside the Diving Services — such as rental equipment, gas and cylinder surcharges, meals and drinks, transfers and other add-on services — which carry no Commission and are payable in full to the Dive Centre.
• Operator Amount means the amount equal to 10% of the Commissionable Amount, collected by the Operator from the Customer before the Voucher is issued.
• Package Price means the total price displayed to the Customer for the relevant Diving Services, including the Operator Amount and the Dive Centre Balance.
• Platform Fee means a separate fee charged by the Operator to a Customer for using the Platform.
• Qualifying Booking means a Booking for which the Operator Amount has been successfully paid and for which a Voucher has been issued, subject to the cancellation, refund and chargeback provisions of this Agreement.
• Voucher means the electronic booking voucher issued by the Operator after successful collection of the Operator Amount.
• Listing Content means the Dive Centre’s name, logo, photographs, videos, descriptions, prices, availability and other materials supplied for publication on the Platform.
• Activity Terms means activity-specific requirements, restrictions, safety information, payment terms, cancellation terms and other conditions supplied by the Dive Centre.
• Business Day means a day other than a Saturday, Sunday or public holiday in Cyprus.

4. Appointment and Platform access

4.1 Non-exclusive appointment

The Dive Centre appoints the Operator on a non-exclusive basis to:

• display its listings;
• market the Dive Centre and Diving Services;
• receive and transmit Booking requests;
• collect the Operator Amount;
• issue Vouchers;
• provide booking and communication tools;
• provide Customer-support and administration functions; and
• provide related Platform services.

The Dive Centre may sell its Diving Services through other channels, provided that Platform availability, prices and Booking information remain accurate.

4.2 No guaranteed bookings

The Operator does not guarantee any minimum number of:

• listing views;
• enquiries;
• Bookings;
• Customers; or
• revenue.

4.3 Account security

The Dive Centre must:

• keep account credentials confidential;
• restrict access to authorised personnel;
• provide accurate account information;
• notify the Operator promptly of unauthorised access; and
• remain responsible for activity through its account.

5. Dive Centre eligibility and representations

The Dive Centre represents and warrants that it:

• is validly established or lawfully operating;
• has authority to accept this Agreement;
• holds all licences, permits, registrations and approvals required for the Diving Services;
• is authorised to operate at the advertised locations;
• employs or engages appropriately qualified personnel;
• uses safe, suitable and properly maintained equipment;
• maintains appropriate insurance;
• complies with applicable diving, maritime, environmental, consumer, tax, employment, health and safety laws;
• has disclosed all material limitations and requirements; and
• will provide the Diving Services professionally, safely and lawfully.

The Dive Centre must notify the Operator promptly if any licence, permit, certification, insurance policy or other authorisation expires, is suspended, revoked or materially changes.

6. Listings and Listing Content

6.1 Required information

The Dive Centre must provide complete, accurate and current information, including where applicable:

• legal and trading name;
• business and contact details;
• operating locations;
• licences and registrations;
• instructor and guide qualifications;
• activity descriptions;
• photographs and promotional content;
• dates, times and duration;
• meeting points;
• availability;
• total Package Price;
• Operator Amount;
• Dive Centre Balance;
• payment terms at the Dive Centre;
• taxes and compulsory charges;
• inclusions and exclusions;
• equipment provided;
• age requirements;
• certification and experience requirements;
• depth and supervision limits;
• medical or fitness requirements;
• cancellation and refund policy;
• weather and sea limitations; and
• accessibility information.

6.2 Price and payment transparency

The Dive Centre must ensure that the Platform clearly displays:

• the total Package Price;
• the 10% Operator Amount collected before the Voucher is issued;
• the remaining Dive Centre Balance payable by the Customer at the Dive Centre;
• the payment method and timing applicable to the Dive Centre Balance; and
• any compulsory taxes, charges or exclusions.

The Dive Centre must not require the Customer to pay an amount at the Dive Centre that was not clearly disclosed before the Booking.

6.3 Accuracy and updates

The Dive Centre is responsible for ensuring that all Listing Content is accurate, complete, lawful and not misleading.

The Dive Centre must update Listing Content promptly following any material change to:

• price;
• availability;
• schedule;
• location;
• equipment;
• personnel;
• safety requirements;
• payment terms;
• cancellation terms; or
• certification requirements.

6.4 Platform presentation

The Operator may edit, format, translate, categorise or adapt Listing Content for Platform display and marketing, provided that it does not intentionally misrepresent the Diving Services.

The Dive Centre remains responsible for checking the accuracy of published information.

6.5 Content licence

The Dive Centre grants the Operator a worldwide, non-exclusive, royalty-free licence during the term of this Agreement to use, reproduce, edit, translate, display, distribute and promote Listing Content for:

• operating the Platform;
• displaying listings;
• marketing the Dive Centre;
• promoting the Platform;
• communicating with Customers; and
• related business activities.

The Dive Centre confirms that it owns or has obtained all rights, permissions, licences and releases required for this use.

7. Age, certification and junior-diver requirements

7.1 Applicable requirements

The Dive Centre must specify accurate age, certification, medical, experience, depth and supervision requirements for every Diving Service.

The strictest requirement imposed by applicable law, a certification agency, insurer, competent authority, the Dive Centre or the specific activity applies.

7.2 General age categories

Unless stricter requirements apply:

• Ages 8–9: pool-only introductory activities under direct professional supervision, with a maximum depth of 2 metres;
• Ages 10–11: eligible junior activities, subject to applicable certification and supervision, generally up to a maximum depth of 12 metres;
• Ages 12–14: eligible junior or advanced activities, generally up to a maximum depth of 18 metres and subject to required supervision;
• Ages 15–17: activities based on the participant’s actual certification, training, experience and supervision requirements; and
• Ages 18 and over: adult, professional or technical activities only where all applicable requirements are satisfied.

These categories do not override stricter requirements.

7.3 Minors

The Dive Centre must, where applicable:

• obtain parental or legal guardian consent;
• verify age and identity;
• verify certification and experience;
• assess suitability;
• maintain required consent and safety records; and
• refuse participation where requirements are not met.

7.4 Verification before participation

The Dive Centre must verify, where relevant:

• identity and age;
• certification;
• logged experience;
• medical declarations or clearance;
• parental or guardian consent;
• fitness to participate; and
• other activity requirements.

The Dive Centre may refuse participation where a Customer does not meet requirements or presents a safety risk.

8. Safety and operational obligations

The Dive Centre must:

• conduct appropriate risk assessments;
• maintain emergency, rescue and evacuation procedures;
• provide suitable first-aid and emergency equipment;
• use qualified and experienced instructors, guides and crew;
• inspect, service and maintain equipment;
• comply with depth, group-size and supervision limits;
• provide safety briefings and instructions;
• assess weather, sea, site and environmental conditions;
• operate vessels and vehicles lawfully and safely;
• maintain incident and maintenance records;
• report serious incidents where required;
• cooperate with the Operator regarding safety complaints and investigations; and
• prevent participation by persons who appear intoxicated, medically unsuitable or unable to follow safety instructions.

The Dive Centre remains responsible for the final decision regarding whether a Customer may participate.

9. Bookings, Vouchers and availability

9.1 Availability

The Dive Centre must maintain accurate availability through the Platform or any connected booking system.

It must not accept overlapping or unavailable Bookings.

9.2 Booking acceptance

The Dive Centre must accept or reject Booking requests promptly and within the period specified by the Operator.

A Booking is not accepted unless the Platform records acceptance or the Operator otherwise confirms acceptance.

9.3 Collection of Operator Amount

After a Booking is accepted, the Operator will attempt to collect the Operator Amount from the Customer.

The Operator Amount is initially 10% of the Commissionable Amount. No Commission is charged on Extra Charges.

9.4 Voucher issuance

The Operator will issue the Voucher only after successful collection or authorisation of the Operator Amount, as determined by the Operator’s payment process.

If payment of the Operator Amount fails, is declined, is reversed or cannot be verified:

• the Operator may not issue the Voucher;
• the Booking may remain pending or be cancelled;
• the Dive Centre must not treat the Booking as confirmed unless separately confirmed by the Operator; and
• the Operator may notify the Customer and Dive Centre electronically.

9.5 Dive Centre Balance

The Customer pays the remaining Dive Centre Balance directly to the Dive Centre at the time and by the method specified by the Dive Centre.

The Dive Centre independently determines its terms for collecting the Dive Centre Balance, provided that those terms are:

• clearly disclosed before the Booking;
• consistent with the Package Price;
• lawful;
• applied consistently; and
• not contrary to the Booking Confirmation.

The Operator does not collect, hold, settle or guarantee the Dive Centre Balance unless expressly agreed in a separate written or electronic arrangement.

9.6 Honour accepted Bookings

The Dive Centre must honour accepted Bookings and Vouchers in accordance with the Booking Confirmation, except where a change or cancellation is permitted under this Agreement or applicable law.

9.7 Customer contact information

The Dive Centre may contact Customers only for purposes connected with:

• the Booking;
• Voucher verification;
• meeting arrangements;
• payment of the Dive Centre Balance;
• safety;
• logistics;
• changes;
• cancellations;
• refunds; and
• customer support.

The Dive Centre must not use Customer information to divert Customers away from the Platform or avoid the Operator Amount.

10. Package Price and free Platform model

10.1 Package Price

The Dive Centre determines the Package Price for its Diving Services.

The Package Price must:

• be accurate;
• include mandatory charges where required by law;
• clearly identify applicable taxes and charges;
• clearly state inclusions and exclusions; and
• not be increased after acceptance of a Booking except where legally permitted and agreed with the Customer.

10.2 Free Platform for Customers

The Platform is free for Customers to use.

The Operator does not charge Customers a separate Platform Fee, Booking Fee or service fee under this Agreement.

The 10% Operator Amount is the amount collected by the Operator before issuing the Voucher in accordance with the commercial arrangement between the Operator and the Dive Centre. It is not an additional fee beyond the Package Price.

10.3 Commission reflected in Package Price

The Dive Centre acknowledges that the Operator Amount may be incorporated into or reflected in the Package Price.

The Dive Centre must not describe the Operator Amount as an additional charge beyond the disclosed Package Price.

10.4 Price consistency

The Dive Centre must not provide materially worse prices, availability or conditions through the Platform than those offered through comparable channels, unless permitted by applicable law or agreed in writing.

11. Settlement model and Commission

11.1 Agreed settlement model

The Parties agree to the following settlement model:

• The Customer books through the Platform.
• The Dive Centre determines and provides the total Package Price.
• The Operator collects the Operator Amount — 10% of the Commissionable Amount — from the Customer before issuing the Voucher.
• The Operator retains the collected amount as its Commission; Extra Charges carry no Commission and are payable in full to the Dive Centre.
• The Customer pays the remaining balance directly to the Dive Centre.
• The Dive Centre independently manages and collects the remaining balance according to its own disclosed payment terms.
• The Operator does not collect or settle the remaining balance unless the Parties expressly agree otherwise electronically.

11.2 Standard Commission

The standard Commission is:

10% of the Commissionable Amount for each Qualifying Booking — the price of the diving services and charters, excluding Extra Charges.

Unless otherwise agreed:

Operator Amount / Commission = Commissionable Amount × 10%

The Operator Amount is collected from the Customer before the Voucher is issued.

11.3 Qualifying Booking

A Booking becomes a Qualifying Booking when:

• the Dive Centre has accepted the Booking;
• the Operator Amount has been successfully paid or authorised; and
• the Operator has issued the Voucher.

The Commission remains payable in respect of a Qualifying Booking subject to the cancellation, refund and chargeback provisions of this Agreement.

11.4 No separate settlement of the 10%

Because the Operator collects the Operator Amount directly from the Customer, the Dive Centre does not separately transfer that 10% amount to the Operator for the same Qualifying Booking.

The Operator may issue an electronic statement showing:

• the Package Price;
• the Operator Amount;
• the Dive Centre Balance;
• cancellations;
• refunds;
• chargebacks; and
• other relevant Booking information.

11.5 Commission changes

The Operator may change the Commission rate from time to time.

The Operator will generally provide at least 30 days’ electronic notice of a Commission change.

A revised Commission applies to Bookings made on or after the effective date stated in the notice, unless otherwise agreed.

The Operator may offer promotional or individually negotiated Commission rates. Unless expressly stated otherwise, those rates do not permanently change the standard Commission.

If the Dive Centre does not accept a future Commission change, it may terminate this Agreement by electronic notice before the effective date. It must continue to honour accepted Bookings and Vouchers and comply with all obligations relating to them.

11.6 Dive Centre Balance

The Dive Centre Balance is:

Package Price minus the Operator Amount

The Dive Centre is solely responsible for collecting the Dive Centre Balance from the Customer.

The Dive Centre must:

• disclose when and how the balance is payable;
• issue receipts or invoices where required;
• accept the payment methods it has advertised;
• account for taxes applicable to its services; and
• not impose undisclosed mandatory charges.

11.7 Failed Operator Amount payment

If the Operator Amount is not successfully paid:

• the Operator may not issue a Voucher;
• the Booking may not be confirmed;
• the Operator may cancel or release the Booking;
• the Dive Centre must not provide the Diving Services based solely on an unissued or failed Booking; and
• the Dive Centre must not separately collect the 10% from the Customer unless authorised by the Operator.

11.8 Operator payment processing

The Operator may use third-party payment providers to collect the Operator Amount.

Payment-provider terms, verification procedures, currency conversion, fraud screening and payment-security requirements may apply.

The Operator may delay, reverse or withhold the Operator Amount where reasonably necessary because of:

• suspected fraud;
• payment reversal;
• chargeback;
• legal requirements;
• sanctions screening;
• identity verification;
• payment-provider requirements; or
• technical or security concerns.

12. Taxes

12.1 Dive Centre taxes

The Dive Centre is solely responsible for determining, collecting, reporting and paying taxes arising from:

• its business;
• the Diving Services;
• the Dive Centre Balance;
• the Package Price;
• its personnel and contractors;
• vessels and equipment; and
• its operations in any jurisdiction.

This may include VAT, sales tax, income tax, corporate tax, withholding tax, tourist tax, local charges and similar taxes.

The Dive Centre must manage its own tax affairs and obtain independent tax advice.

12.2 Operator taxes

The Operator operates and complies with applicable Cyprus tax law.

The Operator is responsible for its own tax affairs and for taxes applicable to its own income, Commission revenue and business operations under Cyprus law and other applicable law.

The Operator is not responsible for taxes arising from:

• the Dive Centre’s business;
• the Dive Centre Balance;
• the Dive Centre’s provision of Diving Services; or
• the Dive Centre’s personnel, vessels or equipment.

12.3 Tax treatment of the Operator Amount

The Operator will determine and account for taxes applicable to its own Commission revenue and operations in accordance with applicable Cyprus tax law.

The Dive Centre must provide accurate business and tax information reasonably required by the Operator or its payment providers.

12.4 Invoices and records

Each Party must issue invoices, receipts and maintain records as required by applicable law.

The Dive Centre is responsible for providing the Customer with any invoice or receipt required for the Dive Centre Balance or Diving Services.

12.5 No tax advice

Neither Party provides tax advice to the other. Each Party should obtain professional advice concerning its own tax obligations.

13. Cancellations, refunds and changes

13.1 Dive Centre cancellation policy

The Dive Centre must provide a clear cancellation and refund policy for every Diving Service, including where relevant:

• cancellation deadlines;
• treatment of the Operator Amount;
• treatment of the Dive Centre Balance;
• refundable and non-refundable amounts;
• no-shows;
• late arrival;
• failure to meet age or certification requirements;
• illness;
• weather and sea conditions;
• cancellation by the Dive Centre; and
• refund timing and method.

The policy must comply with mandatory consumer law.

13.2 Dive Centre cancellation

The Dive Centre may cancel, postpone or modify a Diving Service where reasonably necessary because of:

• weather or sea conditions;
• safety concerns;
• equipment failure;
• illness or unavailability of qualified personnel;
• insufficient participants;
• emergencies;
• legal restrictions; or
• other circumstances affecting safe or lawful operation.

The Dive Centre must notify the Operator and Customer promptly.

Where reasonably possible, the Dive Centre must offer:

• an alternative date;
• an equivalent alternative activity; or
• an appropriate refund.

13.3 Refund responsibility

The Operator is responsible for processing any approved refund of the Operator Amount that it collected.

The Dive Centre is responsible for processing any refund of the Dive Centre Balance that it collected.

Where a full Customer refund is required because of the Dive Centre’s cancellation, failure to provide the service or breach of this Agreement, the Dive Centre must cooperate with the Operator and reimburse or fund any amount for which the Dive Centre is responsible.

13.4 Commission treatment

Unless otherwise stated in the applicable cancellation policy or electronic commercial terms:

• where the Operator Amount is fully refunded, the Operator may reverse or retain the Commission according to the cause of cancellation;
• where the Dive Centre cancels or fails to provide the Diving Services, the Operator may refund the Operator Amount and recover the relevant amount from the Dive Centre;
• where the Customer cancels under the Dive Centre’s disclosed policy, the Operator Amount may be retained or refunded according to that policy; and
• partial refunds may result in a proportionate adjustment.

The Operator may deduct amounts owed by the Dive Centre from future settlements, refunds or other amounts payable to the Dive Centre, where legally permitted.

13.5 No unauthorised additional payments

The Dive Centre must not charge a Customer more than the disclosed Dive Centre Balance, except for:

• optional services expressly requested by the Customer; or
• charges clearly disclosed before the Booking and permitted by applicable law.

14. Chargebacks and payment disputes

The Dive Centre must cooperate promptly with disputes or chargebacks relating to the Operator Amount or Dive Centre Balance.

The Dive Centre must provide relevant evidence within 5 Business Days after request, including:

• Booking records;
• Voucher and attendance information;
• Customer communications;
• cancellation information;
• activity records;
• refund records;
• evidence that the Diving Services matched the listing; and
• evidence of any payment or service provided.

Where a chargeback relating to the Operator Amount results from the Dive Centre’s:

• failure to provide the Diving Services;
• inaccurate information;
• failure to honour a Voucher;
• failure to refund;
• unauthorised charge; or
• breach of this Agreement,

the Dive Centre is responsible for the relevant amount and reasonable associated costs.

The Operator is responsible for payment-processing errors caused solely by the Operator, subject to applicable law and the relevant payment-provider terms.

15. Data protection and Customer information

15.1 Compliance

Each Party must comply with applicable privacy and data-protection law, including the GDPR where applicable.

Each Party must maintain appropriate technical and organisational safeguards.

15.2 Independent controllers

Unless a separate written agreement provides otherwise:

• the Operator acts as an independent controller for data processed to operate the Platform, administer Bookings, collect the Operator Amount, issue Vouchers, provide support, prevent fraud and conduct Platform-related communications; and
• the Dive Centre acts as an independent controller for data processed to provide the Diving Services, collect the Dive Centre Balance, assess safety and eligibility, communicate with Customers and comply with legal duties.

15.3 Permitted use

The Dive Centre may use Customer data only to:

• fulfil and administer a Booking;
• verify a Voucher;
• collect the Dive Centre Balance;
• communicate about the Diving Services;
• assess safety and eligibility;
• process refunds;
• handle complaints;
• comply with legal or insurance requirements; and
• manage incidents.

The Dive Centre must not sell Customer data, use it for unrelated marketing or use it to avoid the Platform or Commission.

15.4 Sensitive information

Medical, health, certification and fitness information may constitute sensitive or special-category data.

The Dive Centre must collect only information reasonably necessary, use a lawful basis, restrict access and retain the information only as long as necessary.

15.5 Data breaches

Each Party must notify the other without undue delay, and where reasonably possible within 48 hours, after becoming aware of a personal-data breach likely to affect the other Party, Customers or Bookings.

16. Reviews, content and communications

The Dive Centre must not:

• create or commission fake reviews;
• manipulate ratings;
• pressure Customers to provide positive reviews;
• threaten Customers because of reviews;
• submit misleading content;
• infringe third-party rights; or
• offer inappropriate incentives for reviews.

The Operator may display Customer reviews and ratings and remove unlawful, fraudulent, abusive, irrelevant or misleading content.

17. Search ranking and sponsored placement

The Operator may determine listing order using factors including:

• relevance;
• location;
• availability;
• Package Price;
• reviews and ratings;
• popularity;
• booking performance;
• reliability;
• cancellation history;
• information quality;
• demand;
• commercial arrangements; and
• sponsored placement.

The Operator may offer paid promotional placement. Sponsored placement will be identified where required by law.

18. Intellectual property

Each Party retains ownership of its pre-existing intellectual property.

The Dive Centre grants the Operator the licences required to operate, market and provide Platform services.

The Dive Centre must not copy, reverse engineer, scrape, modify or commercially exploit the Platform or Operator materials without written permission.

19. Insurance

The Dive Centre must maintain insurance appropriate to its operations, including where applicable:

• public liability;
• professional liability;
• employer’s liability;
• vessel and marine liability;
• equipment and property insurance; and
• other insurance required by law or relevant authorities.

The Dive Centre must provide insurance evidence electronically upon request.

It must notify the Operator, where reasonably possible within 48 hours, of any serious accident, death, disappearance, major injury, enforcement action, licence suspension or material complaint.

20. Indemnity

To the extent permitted by law, the Dive Centre must indemnify the Operator and its affiliates, officers, employees and contractors against claims, losses, liabilities, penalties, costs and expenses arising from:

• breach of this Agreement;
• provision or failure to provide the Diving Services;
• death, injury or property damage caused by the Dive Centre;
• inaccurate Listing Content;
• lack of required licences, qualifications or insurance;
• infringement caused by Listing Content;
• unlawful processing of Customer data;
• taxes owed by the Dive Centre; or
• negligent, unlawful or wilful conduct by the Dive Centre.

The indemnity does not apply to the extent that the loss was caused by the Operator’s negligence, fraud or unlawful conduct.

21. Operator liability

The Operator is responsible for its own obligations in operating the Platform, subject to applicable law.

To the maximum extent permitted by law, the Operator does not guarantee:

• the accuracy of all Dive Centre information;
• the availability of any Diving Service;
• the qualifications or conduct of the Dive Centre;
• the safety or quality of the Diving Services;
• the Customer’s payment of the Dive Centre Balance; or
• compliance by Customers or Dive Centres with applicable requirements.

Nothing excludes or limits liability for fraud, wilful misconduct, death or personal injury caused by negligence where unlawful to exclude, or any liability that cannot legally be excluded or limited.

22. Confidentiality

Each Party must protect non-public commercial, technical, financial and business information received from the other Party.

This obligation continues for five years after termination. Trade secrets remain protected for as long as they remain trade secrets.

23. Compliance and anti-bribery

Each Party must comply with applicable laws relating to:

• anti-bribery and corruption;
• sanctions and financial crime;
• consumer protection;
• employment;
• discrimination;
• environmental protection;
• health and safety;
• maritime operations;
• tax; and
• data protection.

The Dive Centre must not offer improper benefits to Customers, Operator personnel, public officials or third parties.

24. Suspension and removal

The Operator may suspend the Dive Centre, remove listings, reject Bookings, withhold Voucher issuance or restrict Platform access where:

• safety concerns arise;
• licences or insurance are missing or invalid;
• information is inaccurate or misleading;
• fraud or unlawful conduct is suspected;
• Bookings are not honoured;
• serious complaints or incidents occur;
• chargebacks or refunds are unresolved;
• a data breach occurs;
• Commission or other undisputed amounts are owed; or
• continued listing creates legal, regulatory, reputational or Customer risk.

Where reasonably practicable, the Operator will notify the Dive Centre and provide an opportunity to remedy the issue.

25. Term and termination

25.1 Term

This Agreement begins on the Effective Date and continues until terminated.

25.2 Termination for convenience

Either Party may terminate this Agreement by giving 30 days’ electronic notice.

25.3 Immediate termination

Either Party may terminate immediately by electronic notice if the other Party:

• commits a material breach that cannot be remedied;
• fails to remedy a remediable material breach within 14 days;
• becomes insolvent or ceases trading;
• engages in fraud or serious misconduct; or
• loses a licence essential to its obligations.

The Operator may terminate immediately where continued listing creates a serious safety, legal or regulatory risk.

25.4 Effect of termination

After termination:

• the Operator may remove or deactivate listings;
• the Dive Centre must honour accepted Bookings and issued Vouchers unless otherwise agreed;
• all refund, chargeback, Commission and payment obligations remain payable;
• the Dive Centre must stop using Operator materials;
• confidential information must be returned or deleted, subject to legal retention requirements; and
• provisions intended to survive termination remain effective.

26. Records and audit

The Dive Centre must maintain accurate electronic records relating to:

• Bookings;
• Vouchers;
• attendance;
• Package Prices;
• Dive Centre Balance payments;
• refunds;
• qualifications and certifications;
• parental consents;
• medical and safety documentation;
• incidents;
• equipment maintenance;
• licences; and
• insurance.

The Operator may request reasonable electronic evidence of compliance.

27. Notices

Formal notices may be sent electronically to the email address associated with the Dive Centre’s Platform account or through the partner dashboard.

A notice is deemed received when:

• the Operator’s system records successful delivery;
• the recipient confirms receipt; or
• the recipient accesses the relevant notice through the Platform.

The Dive Centre must keep its email address and business contact information current.

28. Governing law and jurisdiction

This Agreement is governed by the laws of the Republic of Cyprus.

The Parties submit to the jurisdiction of the courts of Cyprus, unless they agree electronically or in writing to another dispute-resolution process.

This clause does not restrict mandatory rights or remedies available to Customers under applicable law.

29. Amendments and electronic re-acceptance

The Operator may update this Agreement from time to time.

For material changes, the Operator will provide electronic notice and may require the Dive Centre to click “Accept Updated Agreement” before continuing to use the partner account or Platform.

A material change becomes effective on the date specified in the notice or, if no date is specified, when accepted by the Dive Centre.

If the Dive Centre does not accept an updated Agreement, the Operator may suspend the account or terminate the partnership after allowing the Dive Centre to complete or manage existing Bookings and Vouchers.

Any Commission change is governed by Section 11.5.

30. General provisions

30.1 Entire agreement

This Agreement and its Schedules constitute the entire agreement between the Parties concerning the Platform partnership.

30.2 Assignment

The Dive Centre may not assign or transfer this Agreement without the Operator’s prior consent.

The Operator may assign this Agreement to an affiliate, successor or purchaser of the Platform business.

30.3 Severability

If any provision is invalid or unenforceable, the remaining provisions remain effective.

30.4 No waiver

A failure or delay in enforcing a provision does not waive the right to enforce it later.

30.5 Electronic execution

The Parties agree that electronic acceptance through the Platform constitutes valid execution of this Agreement to the extent permitted by applicable law.

Schedule 1 — Commercial and Commission Terms

This Schedule forms part of the Agreement and is accepted electronically together with the Agreement.

1. Commercial model

The agreed commercial model is:

Item

Arrangement

Platform use by Customer

Free

Total Package Price

Determined by the Dive Centre and displayed before Booking

Amount collected by Operator

10% of the Commissionable Amount (diving services and charters only — no Commission on Extra Charges)

Timing of Operator collection

Before the Voucher is issued

Operator’s role

Collects and retains the 10% Commission

Remaining balance

Paid directly by Customer to Dive Centre

Dive Centre’s payment terms

Determined and managed by Dive Centre

Operator’s responsibility for Dive Centre Balance

None, unless separately agreed

Voucher issuance

Only after successful Operator Amount payment or authorisation

Standard Commission

10%

Operator tax treatment

Managed by Operator under applicable Cyprus tax law

Dive Centre tax treatment

Managed and paid by Dive Centre under applicable law

2. Calculation

Unless otherwise agreed electronically:

Operator Amount / Commission = Commissionable Amount × 10%

Dive Centre Balance = Package Price − Operator Amount

The Package Price must be displayed clearly before the Customer completes the Booking.

The Operator Amount is not an additional charge beyond the disclosed Package Price.

3. Payment flow

The payment flow is:

• The Customer selects a Diving Service.
• The Platform displays the total Package Price.
• The Platform displays that 10% will be collected by the Operator before Voucher issuance.
• The Customer completes the Booking request.
• The Dive Centre accepts or rejects the Booking.
• If accepted, the Operator attempts to collect the 10% Operator Amount.
• After successful payment or authorisation, the Operator issues the Voucher.
• The Customer presents the Voucher to the Dive Centre where applicable.
• The Customer pays the Dive Centre Balance directly to the Dive Centre.
• The Dive Centre provides the Diving Services according to the Booking and its disclosed terms.

4. Dive Centre Balance

The Dive Centre independently determines:

• when the Dive Centre Balance is payable;
• whether it is payable before arrival, on arrival or at another stated time;
• accepted payment methods;
• currency;
• invoicing and receipts;
• cancellation treatment; and
• other payment terms.

These terms must be disclosed on the Platform or in the Booking information before the Customer completes the Booking.

The Dive Centre must not:

• charge more than the disclosed balance;
• impose undisclosed compulsory charges;
• refuse an accepted Booking because of a payment term that was not disclosed; or
• represent that the Operator guarantees payment of the Dive Centre Balance.

5. Commission changes

The Operator may change the standard 10% Commission by electronic notice.

Unless otherwise stated:

• at least 30 days’ notice will be provided;
• the new rate applies to Bookings made after the effective date;
• existing accepted Bookings and issued Vouchers remain subject to the Commission applicable when they were made; and
• the Dive Centre may terminate before the effective date if it does not accept the change.

6. Cancellations and refunds

The Dive Centre must state how cancellation affects:

• the Operator Amount;
• the Dive Centre Balance;
• the total Package Price; and
• any applicable cancellation fee.

Unless otherwise stated in the applicable cancellation policy:

Circumstance

Operator Amount

Dive Centre Balance

Full refund required because of Dive Centre cancellation

Refunded or adjusted as applicable

Refunded by Dive Centre

Customer cancellation within refundable period

Refunded according to policy

Refunded according to policy

Customer cancellation outside refundable period

May be retained according to policy

Managed according to policy

Customer no-show

Managed according to disclosed policy

Managed by Dive Centre

Weather or safety cancellation

Managed according to disclosed policy and law

Managed by Dive Centre

Partial refund

Adjusted proportionately where applicable

Adjusted by Dive Centre

The Operator may recover from the Dive Centre any Operator Amount refunded because of the Dive Centre’s failure to provide the Diving Services, cancellation, inaccurate listing or breach of this Agreement.

7. Chargebacks

The Dive Centre must cooperate with chargebacks relating to either:

• the Operator Amount collected by the Operator; or
• the Dive Centre Balance collected by the Dive Centre.

The Party responsible for the cause of the chargeback bears the relevant amount and reasonable associated costs, subject to applicable law.

8. Payment-provider charges

Payment-provider charges relating to the Operator Amount may be deducted from the Operator Amount or otherwise allocated by the Operator’s payment-provider arrangements.

The Dive Centre is responsible for its own payment-processing costs relating to the Dive Centre Balance.

9. Electronic statements

The Operator may make available electronic statements showing:

• Package Price;
• Operator Amount;
• Dive Centre Balance;
• Voucher status;
• cancellations;
• refunds;
• chargebacks; and
• other Booking information.

The Dive Centre must review statements and notify the Operator of any apparent error within 14 days.

Schedule 2 — Minimum Compliance and Insurance Requirements

The Dive Centre must maintain and, when requested, electronically provide:

• business registration details;
• operating licences and permits;
• diving-centre authorisations;
• instructor and guide certifications;
• vessel and maritime documents, where applicable;
• public-liability insurance;
• professional-liability insurance, where applicable;
• employer’s-liability insurance, where applicable;
• equipment inspection and servicing records;
• emergency and incident procedures;
• age and certification requirements;
• privacy contact details; and
• other documents reasonably required by the Operator or applicable law.

Minimum insurance limits:

• Public liability, professional liability and (where applicable) vessel or marine liability cover must each be maintained at not less than the minimum required by applicable law or the relevant authority in the Dive Centre’s jurisdiction, and in amounts appropriate to the nature, scale and risk of the Dive Centre’s operations.
• Where the Operator publishes specific minimum amounts for a category of cover, those amounts apply from the date notified electronically.

The Dive Centre must notify the Operator, where reasonably possible within 48 hours, of any serious accident, death, disappearance, major injury, enforcement action, licence suspension or material complaint.

Schedule 3 — Activity Listing Requirements

Before publishing an activity, the Dive Centre must complete the relevant electronic Platform fields, including:

• Activity name;
• location and meeting point;
• duration;
• minimum age;
• maximum age, if applicable;
• maximum depth;
• required certification;
• required logged experience;
• supervision requirements;
• parental or guardian consent requirements;
• medical declaration or clearance requirements;
• equipment included;
• equipment excluded;
• maximum participants;
• weather and sea limitations;
• total Package Price;
• Operator Amount;
• Dive Centre Balance;
• payment terms at the Dive Centre;
• cancellation policy;
• refund policy;
• mandatory additional charges;
• accessibility information; and
• emergency contact information.

Submitting and publishing this information through the Platform constitutes the Dive Centre’s electronic confirmation that the information is accurate and current.