COOPERATION AGREEMENT WITH DIVING CENTER
In Athens, this {..........}, between the following parties:
- The company under the name ALPHA FLAG with registered seat in Agia Paraskevi, Attica (21, Patriarchou Grigoriou Street, Agia Paraskevi, 15341), with Tax Registration Number 801929843 / Tax Office of Cholargos, legally represented for the signature hereof by its Administrator, Mr. Avgerinos Vrazopoulos (hereinafter referred to as "the Company") and
- The company under the name "{..........}", with registered seat in {..........}, with Tax Registration Number {..........} / Tax Office of {..........}, which operates as a diving center, legally represented for the signature hereof by {..........} (hereinafter the "Diving Center")
collectively referred to as the "Parties",
the following were agreed and mutually accepted:
1.SCOPE OF THE AGREEMENT
1.1 The present Agreement is effected for the purpose of defining the specific details for the cooperation between the Company and the Partner/Diving Center, which promotes its products to consumers through the Company's website at "www.scubahellas.com" (hereinafter the "Platform").
1.2 In particular, the Company offers intermediary services (hereinafter "the Services") as, through the Platform, it acts as an intermediary between the Diving Center and its potential customers who are interested in booking a diving activity/excursion, which is offered by the Diving Center and becomes known to the consumer through the Company's Platform.
In order to post the relevant diving activities offered by the Diving Center to consumers/potential customers on the Platform, the Diving Center prepares the posts of its products (with features, photos, price, etc.) on its own responsibility. The Company then posts them on the Platform as products that can be purchased by its website visitors.
1.3 For the purposes of implementing the present Agreement, the Diving Center appoints {..........} as the person in charge of communication with the Company.
1.4 The Company hosts in its Platform and the Diving Center promotes through it a total of {..........} products/diving activities offered by the Diving Center to potential customers. Such products are listed in the Annex of the present Agreement.
2. DURATION AND TERMINATION
2.1 The Agreement is valid between the Parties from {..........} ("Effective Date") and for an indefinite period of time.
2.2 The Diving Center undertakes that the services offered as well as the relevant information posted on the Platform regarding its services comply with the applicable legislation and the Company's Terms and Conditions.
2.3 The Company reserves the right at its absolute discretion to take any appropriate and reasonable measures against the Diving Center, including the refusal to post the relevant diving offer on the Platform or even the termination of the present Agreement, when specific evidence suggests that the Diving Center, violates or has violated the present Agreement, the applicable laws and/or the Company's Terms and Conditions.
2.4 The Diving Center may terminate the present Agreement at any time by providing seven (7) days written notice to the Company. Such notification may be made by email to the address
2.5 In case of any event beyond the control of the Parties, i.e. a "force majeure" event, including indicatively to natural disasters, earthquakes, fire, flood, war, threats to public health, epidemics or pandemics, and/or in the event that the Parties are unable or prevented from commencing their cooperation on the Effective Date of the present Agreement and/or in case of other events that cannot be foreseen even with due diligence measures, then each of the Parties has the right to terminate with immediate effect the present Agreement.
3. REMUNERATION AND METHOD OF PAYMENT
3.1 The Company's remuneration for the Services consists of a commission of {..........} % (before VAT) on the total value of each reservation of diving activity, offered through the Platform.
3.2 For the purpose of its remuneration, the Company will withhold, for a period of three (3) working days following completion of the diving activity, the entire amount of its value, which will be paid by the customer. After this period, the Company will deposit the corresponding amount to the Diving Center, which will be equal to the value of the diving activity minus the above commission.
3.3 Receipts/invoices to clients for the Services will be issued by the Diving Center.
3.4 The Company, in turn, will issue invoices for the Diving Center regarding the commission received for its Services.
4. CUSTOMERS' RIGHT OF WITHDRAWAL
4.1 In the event that a customer/consumer wishes to withdraw, canceling the diving activity reserved and prepaid through the Platform, the following conditions apply:
- For cancellations up to 24 hours before the diving activity, the customer will be refunded the full amount paid. This amount will be refunded to the same customer account used to complete the reservation.
- For cancellations made within a period of less than 24 hours before the diving activity, the customer is not entitled to a refund of the money paid.
4.2 The Diving Center may cancel the performance of the diving activity for which a reservation has been made by the customer up to two (2) hours before the diving activity, following a written notification to the Company as well as to the customer. In the case of such cancellation, the customer will be refunded the full value of the amount paid.
4.3 In the event that the Diving Center frequently cancels diving activities with customers, this practice will constitute due cause and will justify the unilateral termination of the present Agreement by the Company with immediate effect.
5. CONFIDENTIALITY
The Parties are obliged to handle with absolute confidentiality all confidential documents, files, information and in general every confidential data and professional secret that comes into their possession or perception during the cooperation between them. This obligation of the Parties continues to exist and bind the Parties even after the termination of this contract.
6. LIMITATION OF LIABILITY
6.1 The Company bears no responsibility towards the customer and/or the Diving Center, beyond the provision of a Platform for the purpose of reservation of diving activities by Platform visitors.
6.2 In particular, the Company and its representatives, managers, executives, employees bear no responsibility, to the extent permitted by applicable law, towards the Diving Center and/or towards the customer for any indirect or direct damages or loss of profits in relation to any item sold or displayed on the Platform.
6.3 The Diving Center agrees to indemnify the Company from any third party claims against the Company due to the Diving Center's breach of legal obligations, intellectual property rights or breach of duty.
7. GOOD FAITH IMPLEMENTATION OF AGREEMENT
The Parties acknowledge and accept the basic principle that the present agreement will operate between them in good faith and without prejudice to the rights and obligations of either side, and that in the event that during the performance of the present agreement a deviation from this basic principle is observed, the Parties will promptly inform each other and in good faith will try to agree on the actions required, in order to eliminate the causes that create such deviations.
8. DATA PROTECTION
8.1. The Parties hereby declare and guarantee that, under their capacity as data protection officers which are processed in the framework and for the purposes of the present Agreement, they fully comply with their obligations arising from the applicable legislation on the protection of personal data, including Regulation (EU) 2016/679 (GDPR), Law 4624/2019 and the decisions, legal opinions and guidelines of the Hellenic Data Protection Authority and the European Data Protection Board.
8.2. The Parties declare and guarantee that they implement appropriate technical and organizational measures for the protection of personal data, they provide all necessary information and, when needed, receive consents from the individuals to whom the personal data relate and have efficient controls in place for the management of personal data breaches.
8.3. Details on how the Company processes personal data via and for the needs of operation of the Platform are included in the relevant Personal Data Protection Notice available at Terms & Conditions.
9.PRIVACY AND RIGHTS OF USE
9.1 As part of a transaction, the Diving Center may obtain personal information, including email address from a User of the Platform. This information shall only be used for the purpose of performance of that transaction.
9.2 The Diving Center assigns the Company, throughout the term of the present Agreement, all rights in the content uploaded on Platform for the purposes of promoting a diving activity. The object of this assignment covers, in particular, the right to reproduce, distribute, make available to the public or process, for the purpose of providing the services, the content uploaded on the Platform regarding the Diving Center and the diving activities offered by it.
Furthermore, the Diving Center grants the Company the right to use the content uploaded on the Platform regarding a diving activity.
9.3 The Diving Center is not allowed to use, reproduce, distribute, make available to the public or process any third-party content uploaded to the Platform. In particular, all content included in or made available through the Platform, which may include text, trademarks, corporate names, logos, , images, , is protected under applicable Intellectual and Industrial Property legislation, and is owned either by the Company or by one of the third-parties/diving centers that are promoted through the Platform. The copying, redistribution, use or publication by the Diving Center of any part of the Platform, unless expressly permitted, is strictly prohibited.
In case, the Diving Center makes unauthorized use of the above-mentioned content, the Company cannot be held liable and the Diving Center bears all liability against third parties for such unauthorized use.
10. FINAL PROVISIONS
10.1 If any term of this agreement is found by any court or other competent authority to be invalid or unenforceable, the remaining terms will remain in full force and effect, and the term found to be invalid will be replaced by another term of similar content, which will be the closest possible to the intention of the Parties that formed the basis for the term that was deemed invalid, within the framework of the law, unless the new term makes the agreement unprofitable for any of the contracting Parties, in which case the termination of the Agreement may be requested.
10.2 The Parties may not assign or transfer the present Agreement or any of the rights or obligations arising from it, in whole or in part, without the prior consent of the other Party.
10.3 The present Agreement includes all of the agreements of the Parties agreed and consequently supersedes all related prior agreements of the Parties, written or oral.
10.4 Amendment of the present is possible upon prior written agreement of the Parties.
10.5 The present Agreement is governed and interpreted by Greek law. Competent for any conflict that may arise regarding its implementation and/or interpretation are the Courts of Athens.
The present Agreement was drawn up in two (2) identical originals, and after being signed by the Parties, they each received one.