iDive Supplier Agreement

Updated: 19 January 2026

Effective from the “Updated” date above or upon registration.

This Supplier Agreement (“Agreement”) is between you (“you”, “your”, “Supplier”) and iDive Pty Ltd (ACN 682 145 446) (“iDive,” “we,” “us,”, “our”).

The Supplier accepts this Agreement, including the iDive’s Terms of Use and Privacy Policy and attachments (collectively, “Terms”). If acting on behalf of business, company or entity, the Supplier confirms authorisation to bind it, with Supplier referring to that business, company or entity.

Definitions and Interpretation

In this Agreement, unless the context indicates the contrary:

ABN means a unique 11-digit identifier issued by the Australian Business Register.

Approved Products means the Products and services listed in Approved Products, which have been authorised by iDive for advertising on the Website in accordance with this Agreement.

Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth) and any equivalent State or Territory legislation.

Australian Entity means any individual or organisation registered to operate in Australia and holding a valid ABN or ACN.

Confidential Information means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding: information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement; and information developed independently by a party.

Content means all materials submitted to the Website by or on behalf of the Supplier, including but not limited to text, graphics, icons, images, videos, photographs, URLs, and trademarks. Content includes, without limitation, business listings, experience descriptions, branding materials, and content, whether for general display, listing, or promotional purposes.

Customer Information means any information, data, or personal details relating to a Customer that is provided to the Supplier by iDive, or that the Supplier collects, obtains, or receives directly or indirectly in connection with this Agreement. This includes, but is not limited to, names, contact details, Booking details, payment information, preferences, and any other information that identifies or can reasonably be used to identify a Customer.

GST means the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth), or any other similar tax.

Supplier Account means the Supplier Account created by a Supplier through the Website registration process, which enables access to the Supplier Services, subject to these Terms and any applicable requirements.

Supplier Content means all Content provided, submitted, authorised, or otherwise made available by or on behalf of the Supplier, including any content publicly made available by the Supplier through its website, social media accounts, or other online channels under the Supplier’s control, including but not limited to text, images, videos, trademarks, business listings, experience descriptions, and branding materials.

Suppliers means all third-party providers of services or products listed on the Platform, including but not limited to the Supplier.

1. Introduction

1.1 Overview

(a) iDive provides services ("Services") through the iDive booking platform ("Platform"), which is accessible via our Website www.iDive.site, including all associated domains (collectively, the “Site” or "Website")

(b) Supplier agrees to list approved products and services (“Approved Products”) such as but not limited to dive experiences, dive tours, dive certification/training (“Products”) that iDive may market and distribute through our Website, for purchase (“Purchase”, “Book”, “Booking”) by end Customers (“Customers”). In exchange for mutual benefits, the receipt and adequacy of which are acknowledged by both parties, iDive and the Supplier agree to be legally bound by the Agreement and terms set out below

1.2 Terms, Acceptance and Binding Agreement

(a) The terms in this Agreement, together with the Terms of Use, Privacy Policy , and any associated documents or referenced terms (collectively, “Terms”), constitute a legally binding Agreement (“Agreement”) between You and iDive. This Agreement becomes effective on the date You accept it (“Effective Date”) and remains in effect until terminated in accordance with its Terms, including Clause - Termination & Suspension (the “Terms”).

(b) You accept this Agreement by accessing or using the Services and/or registering a Supplier Account through the Website, confirming and agreeing that the Supplier has carefully read and understood this Agreement, including all referenced attachments, schedules, and policies, or by clicking to accept or agree to the Terms where available.

(c) The Supplier acknowledges and agrees that acceptance of this Agreement by electronic means such as clicking to accept or otherwise completing the registration process constitutes valid execution of this Agreement and has the same legal effect as a written, signed contract. The Supplier further waives any right to assert ignorance of the Agreement’s Terms and acknowledges that acceptance is binding and irrevocable except as provided in the termination provisions of this Agreement.

(d) The Supplier agrees that is solely responsible for ensuring that all information provided during the registration process, and at any time thereafter is true, accurate, and complete, and for reviewing all applicable Terms, attachments, schedules, and policies prior to acceptance.

(e) Except where expressly required by law, the Supplier is solely responsible for all obligations, liabilities, and interactions relating to its Products, services, and Customers and must comply at all times with all applicable laws and regulations, including but not limited to the Australian Consumer Law, the Sale of Goods Act 1923 (NSW), the Privacy Act 1988 (Cth), the Privacy and Personal Information Protection Act 1998 (NSW), and any industry-specific regulations.

(f) iDive’s role is strictly limited to providing the Platform to facilitate transactions between Suppliers and Customers. iDive assumes no responsibility or liability for any Supplier obligations, actions, or omissions. For the avoidance of doubt, all obligations and liabilities relating to the Supplier’s Products and services are the sole responsibility of the Supplier.

(g) By registering as a Supplier, you accept all Terms of this Agreement and represent and warrant that you are an Australian business, have an ABN, company, or entity with the legal authority to enter into a binding Agreement under Australian law. If you don’t agree with these Terms, you must immediately cease using the Website and any of its Services immediately

1.3 Eligibility of Use

iDive enables transactions between Australian Suppliers of Approved Products and Customers via its Platform. To register and maintain a Supplier Account, You must always:

(a) Be at least 18 years of age.

(b) Be a registered Australian business, company, or entity with an ABN and registered for GST.

(c) Ensure, the individual registering the Supplier Account is an authorised representative of the business, company or entity.

(d) Only offer Approved Products in accordance with the requirements set out in Schedule 1: Approved Products & Service Policy

(e) Comply with all relevant state and federal laws, possess all required permits and licences, and maintain all necessary insurance, including but not limited to professional indemnity, third party liability, public liability (minimum AUD $10,000,000), workers compensation, errors and omissions insurance, and motor vehicle liability.

(f)  Hold a valid Stripe account that is connected to iDive’s Stripe Connect platform account (a “Connected Account”).

Non-Australian businesses, companies, or entities are not permitted to advertise or sell through the Website. iDive reserves the right to cancel any Product or Supplier Account in breach of this requirement, and may verify compliance at any time, including suspending or terminating your Supplier Account for non-compliance.

You must promptly notify iDive in writing of any change in status affecting your eligibility under this Agreement.

2. iDive’s Role & Disclaimer

(a) The Supplier acknowledges and agrees that iDive’s sole role is to provide the Platform to facilitate transactions between Suppliers and Customers. iDive is not a party to, nor responsible for, any contract, transaction, communication, or dispute between Suppliers and Customers. iDive does not represent, warrant, or guarantee the accuracy, quality, legality, or suitability of any Supplier or Product available on the Platform. To the maximum extent permitted by law, iDive disclaims all liability and responsibility for any acts, omissions, representations, warranties, obligations, or conduct of any Supplier or Customer, or for any Products offered, sold, or provided via the Platform. All obligations and liabilities relating to the Supplier’s Products are the sole responsibility of the Supplier.

(b) Nothing in this Clause is intended to exclude, restrict, or modify any rights or remedies that cannot be excluded under applicable law, including the Australian Consumer Law

(c) iDive retains the right, at its sole discretion, to remove, suspend, or restrict any Product listing or Supplier Account at any time and without prior notice if iDive determines that a Product or Supplier may be in breach of this Agreement, in violation of applicable law, or may present a risk to Customers, iDive, or the integrity of the Platform. iDive will exercise its rights under this Clause in good faith and with due regard to the interests of all parties.

3. Supplier Responsibility & Obligations

3.1 Supplier Interaction with iDive

(a) The Supplier’s continued access to and use of the iDive Platform and any associated technology is strictly subject to the Supplier’s full compliance with this Agreement.

(b) iDive may, at its sole discretion and without prior notice or liability, suspend, restrict, or terminate the Supplier’s access to the Platform at any time if there is a suspected or actual breach of any provision of this Agreement, or if such action is deemed necessary to protect the integrity, security, or reputation of the Platform.

(c) All rights, including intellectual property rights in the Platform and related technology are owned exclusively by iDive, except where this Agreement specifically stipulates otherwise.

(d) The Supplier is responsible for obtaining, maintaining, and securing all equipment, software, services, and internet connectivity required to use the Platform, and remains accountable for all actions or omissions of its personnel, agents, and any third-party service providers it engages.

(e) iDive does not guarantee the availability, accuracy, reliability, or suitability of the Platform or any related technology. iDive is not liable for any interruptions, technical issues, delays, errors, or losses arising from the Supplier’s use of or inability to use the Platform or any third-party services, including but not limited to payment processors, technology partners, or telecommunications providers.

(f) The Supplier must not, and must not permit any other party to: copy, modify, adapt, transfer, distribute, resell, lease, sublicense, or loan the iDive technology; create derivative works from the Platform; use the Platform for any purpose not expressly permitted by this Agreement; use the Platform in violation of any law or regulation; or attempt to reverse engineer, decompile, or disassemble any part of the Platform.

(g) The Supplier shall indemnify and hold harmless iDive, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal Fees) arising out of or in connection with the Supplier’s use of the Platform or any third-party service, or any act or omission of the Supplier, its personnel, or third-party providers.

(h) Nothing in this Agreement shall be construed as creating any responsibility or liability for iDive in relation to any act, omission, or failure of the Supplier or any third-party provider, or for any unavailability, interruption, or error in the Platform or related technology

3.2 Supplier Communication with Customer

(a) The Supplier is solely responsible for all communications and interactions with Customer, including responding to Customer complaints and providing all necessary information to fulfil Product Purchases. Supplier must always maintain up-to-date contact details on the Platform and respond to all Customer inquiries relating to listed Products within seventy-two (72) hours of receipt, ensuring timely, accurate, and professional communication at all times.

(b) iDive is not responsible or liable for any communications, representations, or omissions made by the Supplier to any Customer. After the Customer has Purchased a Product, the Supplier, will not, without permission given by the Customer directly, contact them for purpose of marketing or selling any Products to that Customer or any other purpose other than to fulfill the Product Purchased or to answer a Customer question or complaint.

3.3 Change, Cancellation & No Shows

(a) The Supplier is solely responsibility for all aspect of their Products, including but is not limited to ensuring compliance with all relevant laws and regulations, fulfilling delivery obligations, and managing cancellations, no-shows, refunds, chargebacks, changes, Customer complaints, and any disputes that may arise from the sale or supply of Products.

(b) Where a cancellation policy is published on the Website at the time a Product is Purchased, the Supplier must adhere to that policy. The Supplier must not apply a more limiting cancellation policy to Customers who Purchase through iDive, than the policy applied to Customers who Purchase straight from the Supplier or through any other third party.

(c) The Supplier is responsible for maintaining an up-to-date link to their cancellation policy via their Supplier Account.

(d) iDive’s role is strictly limited to providing the Platform and iDive assumes no responsibility or liability for any actions, omissions, or obligations of the Supplier in connection with Customer cancellations, no-shows, or related communications.

(e) iDive retains the right, at its sole discretion, to override a Product’s cancellation policy and cancel a Purchase if iDive determines it is necessary or desirable to protect the interests of a Customer, a Supplier, or iDive.

(f) Any such action by iDive is administrative only and does not create or transfer any responsibility or liability for iDive concerning the Supplier’s obligations to the Customer. The Supplier remains fully responsible for all consequences resulting from such cancellation.

3.4 Products & Availability

(a) The Supplier is solely responsible for all aspects of their Products, including but not limited to ensuring compliance with all applicable laws and regulations, delivery of Products, quality of Products, management of cancellations, refunds, chargebacks, changes, Customer complaints, and any disputes arising from the sale or supply of Products. For the avoidance of doubt, iDive shall have no liability whatsoever for any act, omission, or default of the Supplier in connection with the Products or any Customer transaction.

(b) The Supplier agrees to always comply with these Terms and that all Products must meet iDive’s Approved Products requirements at all times. If a Product fails to meet our standards when submitted or at any other time, iDive may choose to not list the Product or if relevant, may remove the Product from the Website. We will use reasonable efforts to give Suppliers fourteen (14) days prior written notice of any updates or revisions to the Approved Products.

(c) Supplier will ensure that all Products listed on iDive are available for Customers to Purchase, and the Supplier must accept such Purchases if the Product appears available through the iDive Platform.

(d) If Supplier thinks it will be late in arriving at the agreed start time of the Product Purchased, the Supplier must immediately notify the impacted Customer.

(e) If the Customer has paid for a Product, and the Supplier either changes any part of the Product or cancels the Product or no longer offers the Product, The Supplier must:

Offer the Customer and another Product of the same or greater value as the Product initially booked;
Or the Supplier agrees to allow the Customer to cancel the Booking and Supplier will provide a refund for that Customer.

(f) iDive may charge Supplier reasonable fees related such changes, including but not limited to merchant and Customer service fees.

3.5 Product Purchases

(a) Purchase Models Products listed on iDive may be offered under one of the following purchase models, as determined by the subscription teir:

i. Instant Purchase, where a Customer purchases a Product directly through the iDive Platform and receives immediate booking confirmation without Supplier review or approval;

ii. On-request Purchase, where a Customer submits a purchase request through the iDive Platform that is subject to Supplier acceptance before confirmation; or

iii. External Purchase, where the Product listing directs the Customer to the Supplier’s external website or booking system to complete the purchase outside of the iDive Platform.

(b) Instant Purchases Where a Product is classified as an Instant Purchase, completion of the transaction constitutes a confirmed booking. The Supplier is obligated to fulfil the Product as described in the listing and authorises iDive to receive purchase requests and issue booking confirmations to Customers on the Supplier’s behalf. The Supplier agrees to accept and honour all Instant Purchases.

(c) On-request Purchases Where a Product is classified as an on-request Purchase, the Supplier may accept or reject the Customer’s purchase request prior to confirmation. The Supplier agrees to respond as quickly as reasonably possible and in any event no later than forty-eight (48) hours after the request is made. Upon acceptance, the Product will be deemed Purchased and confirmed.

(d) External Purchases Where a Product is classified as an External Purchase, iDive does not process payments or issue booking confirmations. The Supplier is solely responsible for the purchase process, payment collection, booking confirmation, and fulfilment of the Product. iDive provides the listing for discovery and referral purposes only.

(e) Incomplete Customer Information If a Purchase confirmation received by the Supplier through the iDive Platform is missing required Customer information, the Supplier will make reasonable efforts to contact the Customer using the available contact details and will not reject the Purchase solely on this basis.

(f) The Supplier acknowledges and agrees that it is solely responsible for ensuring that all Products and Product Purchases comply with all applicable laws, regulations, and standards, and for obtaining and maintaining all necessary licenses, permits, accreditations, and certifications required to sell and deliver the Products.

(g) Failure to comply with the requirements of this Clause may result in suspension or termination of the Supplier Account in accordance with this Agreement.

3.6 Product Listings & Standards

3.6.1 Permitted Products and Compliance

Suppliers are only permitted to list Approved Products (see Approved Products attached to this Agreement). Products that do not fall within the Approved Products categories may be reviewed by iDive. iDive reserves the right, at its sole discretion, to determine whether a Product meets our standards, and to require its removal if it does not meet our standards.

The Supplier must:

(a) Provide clear, accurate, and complete information about Products including the quality, contact details, so that communication with Customers is available before and/or after Purchases are made, including answering questions a Customer may have relating to the listed Products (such as quality, inclusions, locations/changes, changes or cancellation of Purchase, no shows).

(b) Comply with all applicable laws and regulations.

(d) Clearly display the total price of each Product, inclusive of GST where applicable. The Supplier is responsible for determining and applying the correct tax treatment under Australian law. Prices must be accurate, up to date, and include all mandatory charges, fees, or surcharges that would apply to the Customer.

(e) At all times, maintain adequate supply levels of Products and manage Product Purchases using our Platform.

(f) Honour all confirmed Purchases. When booked, the Product is deemed Purchased and confirmed.

(g) Deliver Products that are Purchased within the specified timeframe and ensure Products meet all required quality and safety standards and provide tracking information if available.

(h) Ensure Products are only available for Purchase after applicable subscription fees are selected and paid (See section 4.2 Fees & Subscription).

(i) Not impose more restrictive cancellation policy than if the Customer booked directly with the Supplier or any another third party.

(j) Use commercially reasonable efforts to accommodate Customers arriving after any no show cut off times.

3.6.2 No Guarantee of Sales or Placement

iDive does not guarantee that any Product will be listed, visible, or purchased on the Platform, and reserves the right to determine, in its sole discretion, the placement, visibility, and ranking of Products.

3.7 Supplier Conduct

The Supplier is solely and exclusively responsible for its conduct, the conduct of its personnel, and the delivery of its Products in compliance with all applicable laws, regulations, and industry standards as detailed in this agreement.

3.8 No Subcontractors

The Supplier must not subcontract or otherwise transfer any of its rights or obligations under this Agreement without iDive’s prior written consent, which may be withheld at iDive’s sole discretion. Any consent provided by iDive is strictly administrative and does not constitute any assumption of responsibility or liability by iDive for the acts, omissions, or failures of any subcontractor. If the Supplier uses a subcontractor with iDive’s written consent, the Supplier remains fully responsible and liable for all acts, omissions, and compliance of any subcontractor as if those acts or omissions were those of the Supplier. The Supplier shall indemnify and hold harmless iDive for any losses arising from the acts or omissions of any subcontractor, agent, or technology partner engaged by the Supplier.

3.9 Non-Circumvention

Supplier agrees not to solicit, encourage, or accept any transaction for Products or services from any Customer outside of the iDive Platform, where such Customer was first introduced to Supplier through the Platform. Any attempt to circumvent the Platform for the purpose of avoiding fees or commissions due to iDive, or otherwise conducting transactions off-Platform, is strictly prohibited and shall constitute a material breach of this Agreement.

3.10 Notification of Legal Proceedings

The Supplier must promptly notify iDive in writing via our Supplier Support page;of any actual or threatened legal proceedings, regulatory investigation, or claim relating to the Supplier’s Products, Services, or conduct on the Platform, and must provide all information requested by iDive within seven (7) days of such request.

3.11 Record Keeping

The Supplier must maintain accurate and complete records of all transactions, communications, and activities conducted via the Platform for a period of at least Seven (7) years from the date of each transaction. Upon written request by iDive, Supplier shall promptly provide copies of such records for inspection or audit purposes.

3.12 Compliance Monitoring and Audit

iDive reserves the right to conduct ongoing monitoring of Supplier activity and to audit Supplier’s compliance with this Agreement, including but not limited to insurance, licensing, Product eligibility, and record keeping at any time. Suppliers must cooperate fully with any such audit or investigation, including providing access to relevant records and documentation within seven (7) days of a written request. Failure to cooperate with compliance monitoring or audits is grounds for immediate suspension or termination of the Supplier Account. The Supplier acknowledges that iDive’s audit rights include, without limitation, the right to inspect all records, systems, and processes relevant to the Supplier’s obligations under this Agreement, and to require remedial action as a condition of continued participation on the Platform.

3.13 Compliance with Platform Policies

The Supplier agrees to comply at all times with all iDive policies, guidelines, codes of conduct, and any other rules or requirements adopted by iDive, as updated and communicated from time to time (collectively, “Platform Policies”). Platform Policies include, but are not limited to, those relating to Product quality, Customer service, data protection, acceptable use of the Platform, and any other operational, ethical, or conduct standards published or otherwise communicated by iDive.

The Supplier acknowledges and agrees that:

(a) Compliance with Platform Policies is a material condition of this Agreement, and any failure to comply constitutes a material breach.

(b) iDive may update, modify, or introduce new Platform Policies at its sole discretion, and will notify Suppliers of any such changes by publishing them on the Platform or by email.

(c) It is the Supplier’s sole responsibility to regularly review and ensure compliance with all current Platform Policies.

(d) iDive may, at its sole discretion, monitor Supplier’s compliance with Platform Policies and may take any action permitted under this Agreement in the event of actual or suspected non-compliance, including but not limited to suspension, restriction, or termination of the Supplier Account and removal of Product listings.

(e) The Supplier shall indemnify and hold harmless iDive, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and costs) arising out of or in connection with the Supplier’s failure to comply with any Platform Policy.

For clarity, compliance with Platform Policies is in addition to, and not in substitution for, compliance with all applicable laws, regulations, and other Terms of this Agreement.

3.14 Supplier Content Guidelines

3.15.1 Content Restrictions and Moderation

(a) Suppliers must ensure all submitted Content complies with Schedule 2 Prohibited Content Policy, and all applicable laws, including those relating to advertising, privacy, and consumer protection.

(b) iDive reserves the right to review, refuse, modify, remove, or restrict any Content at its sole discretion without prior notice, including where such content may be inaccurate, unlawful, infringing, or otherwise in breach of this Agreement.

(c) Where Content is removed or restricted, the Supplier may appeal the decision via iDive’s internal complaints process.

3.15.2 Platform Data Use

Suppliers are not permitted to systematically collect, scrape, or extract data (including guest reviews) from the Platform, or from any iDive-affiliated websites. Nor may Suppliers publicly display on their own websites any Content, text, images, or materials from the Platform or iDive affiliates, except for their own Content.

3.15.3 Image Adjustments

iDive may use automated tools, including artificial intelligence, to make minor modifications to photographic images submitted as part of Supplier Content. These modifications are intended to enhance the accessibility and overall user experience on the Platform and may include actions such as reducing blurriness, removing noise, adjusting orientation, or cropping images. By submitting images to iDive or by using iDive’s Services under this Agreement, the Supplier grants permission for these types of adjustments to be carried out.

3.15.4 Use of Trademark and Licence of Supplier Content

(a) The Supplier grants to iDive a non-exclusive, perpetual, irrevocable, transferable, and sublicensable (including through multiple tiers), worldwide licence to use, reproduce, modify, adapt, reformat, create derivative works from, publicly display, perform, and otherwise utilise any text, images, videos, trademarks, logos, or other content and materials provided by or on behalf of the Supplier, or publicly made available by the Supplier through its website, social media accounts, or other online channels under the Supplier’s control (“Supplier Content”), whether directly or indirectly, and regardless of whether such Supplier Content has been modified or adjusted by iDive.

(b) This licence is granted for the following purposes:

To advertise, market, promote, and distribute the Supplier’s Products on or through the Platform.
To assist with onboarding, create, populate, maintain, and update the Supplier’s listings on the Platform
To advertise, market, and promote destinations and activities on or through the Platform, as well as to market and promote the Platform itself, provided that iDive will not use the Supplier Content to promote competing Products.
To enable iDive to fulfil its obligations and exercise its rights under this Agreement.

The Supplier owns or otherwise holds sufficient rights to grant the licences set out in this Agreement for all Content provided to iDive.
All Supplier Content will be accurate, complete, and not misleading or fraudulent.
The Supplier Content, and iDive’s use of it as permitted under this Agreement, does not and will not infringe, violate, or misappropriate any intellectual property or proprietary rights of any third party, including but not limited to copyright, trademark, Privacy, or publicity rights.
The Supplier acknowledges that iDive will own all rights, title, and interest in any derivative works of the Supplier Content created by or on behalf of iDive, whether before or after the commencement of this Agreement, and assigns any such rights, title, or interest it may have in those derivative works to iDive. Notwithstanding this, the Supplier retains all existing intellectual property rights in the original Supplier Content submitted to iDive.

Except for the rights expressly granted in this Agreement, nothing in these Terms transfers ownership or other rights in the Supplier Content to iDive.

3.15.5 Right to Remove or Suspend Content and Listing

(a) iDive reserves the right, at its sole discretion, to remove, suspend, or restrict any Content, Product listing or Supplier Account without notice where iDive believes that a Product or Content may breach this Agreement, violate applicable law, or pose a risk to Customers, iDive, or the integrity of the Platform. iDive reserves the right to permanently bar any Supplier from the Platform in the event of repeated or material breaches of this Agreement.

(b) Any breach by the iDive Website or related Services constitutes a violation of this Agreement and may lead to actions such as suspension or termination of Your Supplier Account.

(c) Additionally, iDive reserves the right to delay or halt the processing of notices and complaints if the Supplier repeatedly submits clearly unfounded claims or complaints.

(d) Should iDive inform the Supplier of any restriction, suspension, or termination of their Supplier Account and the Supplier wants to contest the decision, the Supplier may have the opportunity to appeal via iDive’s internal complaints procedure.

3.15 Supplier Warranties and Compliance

3.16.1 Supplier Warranties

The Supplier represents and warrants that all Products listed on the Platform:

(a) Comply with all applicable laws, regulations, industry standards, and safety requirements in every jurisdiction in which the Products are offered, sold, or delivered.

(b) Are accurately described, not misleading, and include all material information necessary for Customers to make an informed decision.

(d) The Supplier represents and warrants that it is not currently subject to any legal proceedings, insolvency, administration, or other restrictions that could adversely affect its ability to perform its obligations under this Agreement.

(e) The Supplier must take all reasonable steps to mitigate any loss, damage, or liability arising under or in connection with this Agreement.

3.16.2 Ongoing Legal Compliance

The Supplier acknowledges and agrees that it is solely and exclusively responsible for ensuring that its Products and listings comply with all applicable laws, regulations, and standards, and for obtaining and maintaining all necessary licenses, permits, accreditations, and certifications required to sell and deliver the Products.

3.17 Supplier Terms & Privacy Obligations

The Supplier must maintain, within its Supplier Account, an up-to-date and publicly accessible link to its own Privacy Policy and to its Terms and Conditions. The Supplier’s Terms and Conditions must clearly include, at a minimum, its cancellation policy, refund policy, and any other terms relevant to the Customer's rights and obligations. The Supplier is solely responsible for the accuracy, completeness, and compliance of these documents with applicable laws and regulations. iDive reserves the right to request updates or remove access to Supplier listings if these requirements are not met.

4. Payments & Payment Processing

4.1 Overview of Payment Processing

(a) All payments made through the Platform are processed via Stripe Connect, a payment service provided by Stripe Payments Australia Pty Ltd (“Stripe”). iDive facilitates payment processing through Stripe as the platform operator and may deduct its service and platform fees before directing the remainder of the Customer Payment to the Supplier. iDive does not itself hold Customer funds, but retains the right to manage payment flows and withhold funds where necessary under this Agreement.

(b) To create and maintain a Supplier Account, you must have an active Stripe Account (“Stripe Account”) connected to iDive's Platform via Stripe Connect. If You do not already have a Stripe Account, you must create one and connect it during registration. Without this connection, You cannot access certain Services. iDive is not liable for the actions or omissions of any third party service provider, including Stripe. Your use of Stripe is at Your own risk and subject to Stripe’s own terms and conditions.

(c) iDive may, at its sole discretion, offset any amounts owed to the Supplier against any amounts due from the Supplier to iDive under this Agreement, including but not limited to indemnities, chargebacks, refunds, or damages.

(d) All prices are in Australian Dollars (AUD), and Suppliers are responsible for any currency conversion fees.

(e) Failure to comply with this provision may result in suspension or termination.

(f) The Supplier agrees to comply with all applicable Stripe Connect terms and conditions, including any updates issued by Stripe. The Supplier authorises iDive to act as a platform operator for the purposes of facilitating payment flows, fee deductions, and initiating refunds or responding to payment disputes through Stripe Connect where appropriate. Nothing in this clause transfers responsibility for refund amounts, chargebacks, or dispute resolution outcomes to iDive; the Supplier remains solely responsible for all Customer-related transactions and liabilities under this Agreement.

4.2 Pricing & Net Rates:

(a) The Supplier must provide net rates that include all applicable fees, taxes, and charges (“Net Rate”). Supplier is solely responsible for paying all applicable fees and taxes relating to the sale of Products and calculated on the retail rate paid by a Customer.

(b) The Net Rate provided by the Supplier will be valid until the Supplier changes the Net Rates through the iDive Platform. The Supplier agrees that the Net Rate listed on iDive is the lowest rate offered to any other third party promoting their Products. Failure to comply may result in suspension or termination of Your Supplier Account.

4.3 Fees & Subscription:

(a) The Supplier must select a subscription tier based on the desired level of service and pay the applicable monthly fee in advance. Product listing and Content will not be published or made visible on the Website until the initial subscription payment is received.

(b) By registering, the Supplier authorises iDive to:

collect subscription fees monthly in advance; and
automatically deduct the platform commission from Customer Payments at the time of each transaction.

(c) These charges are referred to collectively as "Fees". Full details of applicable Fees are set out in Schedule 3 Supplier Fees, which forms part of this Agreement. Fees may be updated by iDive from time to time in accordance with these terms.

(d) Where a direct debit or automatic deduction is unavailable or fails, or where otherwise agreed between the parties, iDive may issue an invoice to the Supplier for the relevant Fees. The Supplier must pay the invoiced amount within seven (7) days of the invoice date

(e) The Supplier is responsible for ensuring their connected Stripe Account remains active and up to date. If a payment fails or the Stripe Account is disconnected, iDive may suspend the Supplier Account and remove their Content from the Platform until payment is received or the account is successfully reconnected.

(f) All Fees are inclusive of GST, unless otherwise specified. iDive will issue a valid tax invoice for any Fees charged.

(g) We may at any time grant a Free Trial for our Services. These Terms apply during the Free Trial. If at the end of the Free Trial period subscription is cancelled or payment for the subscription is not made, your Supplier Account will be terminated.

4.4 Refund Policy: iDive & Supplier

Unless otherwise stated in this Agreement, all Fees paid to iDive are non-refundable. Purchases made through the Platform are final, and iDive does not issue refunds under any circumstances, to the maximum extent permitted by law.

4.5 Supplier Refunds to Customers

(a) Where a Customer is entitled to a refund under applicable laws or in accordance with the Supplier’s refund or cancellation policy, the Supplier is solely responsible for processing and issuing the refund.

(b) The Supplier must refund the total amount paid by the Customer, including any Platform Commission or service fees that were deducted by iDive at the time of purchase. iDive is not obligated to reimburse any portion of its Platform Commission in the event of a refund, and the Supplier acknowledges that such amounts must be covered by them as part of the refund to the Customer.

(c) The Supplier must not direct or require the Customer to seek a partial refund directly from iDive. Refunds must be handled promptly and in full by the Supplier, via the Customer’s original payment method where possible.

(d) In the event that a Customer initiates a chargeback or payment dispute related to a purchase, iDive reserves the right to provide relevant transaction information to the payment processor and may recover any reversed funds or fees from the Supplier.

4.6 Payment Disputes between iDive and Supplier

If a payment dispute arises, the disputing party must notify the other in writing within fourteen (30) days of the payment. Both parties will attempt to resolve the dispute in good faith within fourteen (30) days of notice. If no dispute is raised within this timeframe, the Fees are considered accepted.

4.7 Payment Disputes between Supplier and Customer

The Supplier is solely responsible for managing Customer cancellations, no-shows, chargebacks, changes, refunds, and disputes. The Supplier assumes all risk associated with these issues. iDive’s role is limited to providing the Platform to facilitate transactions, without responsibility or liability for the Supplier’s actions or obligations.

4.8 Supplier Chargebacks

(a) Managing Customer cancellations, refunds, chargebacks, and disputes is solely the Suppliers responsibility. iDive does not guarantee Customer Payment or performance. The Supplier bears all risk of non-payment, chargebacks, or Customer non-performance.

(b) iDive may instruct Stripe to withhold payments if it believes the Supplier’s actions could result in chargebacks, refunds, or liabilities. Excessive chargebacks or payment reversals may result in termination and withholding of outstanding payments. iDive may, in its sole discretion, offset or withhold any amounts otherwise payable to the Supplier to cover any anticipated or actual liabilities, refunds, chargebacks, or other sums owing to iDive or Customers.

4.8 Fraud

Engaging in payment fraud is strictly prohibited. iDive may terminate this Agreement, withhold, delay, or offset payments if fraud is suspected, a breach occurs, a dispute is pending, or as required by law. Any such action is administrative and does not transfer liability to iDive; the Supplier remains solely responsible for obligations to Customer.

4.9 Statutory Consumer Rights

Nothing in this Section 4 is intended to exclude, restrict, or modify any rights or remedies you or any Customer may have under the Australian Consumer Law or other applicable legislation that cannot be lawfully excluded. If any part of this Section is found to be inconsistent with such rights, those statutory rights will prevail to the extent of the inconsistency.

5. Insurance, Licences & Qualifications

5.1 Insurances

(a) The Supplier is responsible for obtaining and maintaining, at its own expense, all insurance policies required by law, regulation, and industry standards. This includes, but is not limited to, current Professional Indemnity Insurance, Public Liability Insurance (with a minimum coverage of $10,000,000 per claim or such other amount as reasonably required by iDive), Workers Compensation Insurance, and Errors and Omissions Insurance, with coverage amounts that meet or exceed industry norms. All insurance must be provided by an insurer with a financial strength rating of at least A-VII from A.M. Best or an equivalent agency, and must cover, at a minimum, completed operations, blanket contractual liability, and personal injury and advertising liability. The Supplier’s insurance shall take precedence over any insurance held by iDive.

(b) iDive may, at its sole discretion and by written request, require the Supplier to include iDive as an additional insured on these policies. iDive may also require the Supplier to obtain additional or higher levels of insurance coverage depending on the nature of the Supplier’s Products, and the Supplier must comply with such requests within the timeframe specified by iDive. The Supplier acknowledges that any insurance requirements specified by iDive are not a guarantee of adequate coverage for the Supplier, and do not limit the Supplier’s liability to iDive under this Agreement.

(c) Upon registration, the Supplier must provide current certificates of currency for all required insurance policies and must add iDive as an interested party. Proof of valid insurance must be uploaded as part of the registration process. If at any time during the Terms of this Agreement the Supplier fails to maintain the required insurance coverage, iDive may immediately suspend the publication of all Supplier Content until proof of adequate insurance is provided. Such suspension may be effected without prior notice and shall continue until iDive, in its sole discretion, is satisfied that the Supplier has remedied the non-compliance to iDive’s reasonable satisfaction. The Supplier must promptly inform iDive in writing of any cancellation, expiration, or significant change to any required insurance or licence.

(d) If requested by a Customer, the Supplier is solely responsible for providing evidence of insurance and for notifying the Customer of any cancellation, expiration, or significant change to such insurance.

5.2 Licences and Qualifications

The Supplier warrants to hold and maintain, at its own cost, all necessary and relevant licences, permits, qualifications, certifications, and authorisations required to sell and deliver its Products and Services. The Supplier must provide such documentation to iDive or a Customer upon written request.

6. Technology, Platform Use & Third Party Partners

6.1 Supplier Responsibilities & Platform Use

(a) The Supplier acknowledges and accepts full and exclusive responsibility for every aspect of its Products. This includes, but is not limited to, ensuring compliance with all applicable laws, regulations, standards, and industry requirements in every jurisdiction where it operates or offers Products; fulfilling delivery obligations; and managing cancellations, refunds, chargebacks, Customer complaints, and any disputes arising from the sale or supply of Products. All duties, guarantees, and liabilities regarding the Products rest solely with the Supplier, to the maximum extent permitted by law.

(b) iDive has no obligation to supervise, verify, or enforce the Supplier’s legal compliance.

(c) iDive’s role is strictly limited to providing the Platform to facilitate transactions between Suppliers and Customers. iDive is not a party to any contract between Customers and Suppliers, does not provide any Products, and assumes no responsibility or liability for the actions, omissions, or obligations of any Supplier or Customer.

(d) iDive retains full discretion over the operation and management of the Platform, including decisions regarding the placement and visibility of Products. This administrative control does not create any responsibility or liability for iDive in relation to the Supplier’s obligations, Products, or services.

(e) The Platform and associated technology are provided by iDive on an “as is” basis, with no guarantees regarding the accuracy, availability, or quality of Supplier Products or services

(f) Factors that may influence the ranking of Products on the iDive Platform include subscription tier, Product and listing quality, reviews, ratings, Purchase volume, and user preferences. Details of these parameters are available on the iDive channels. iDive may implement programs to reward Suppliers for meeting Product quality standards or offering higher commissions, which may result in enhanced visibility or improved ranking.

(g) All Content and information made available through the Platform is for convenience only, and iDive does not ensure the accuracy, completeness, or reliability of information provided by Suppliers or third parties. Use of such information is at the Supplier’s own risk.

(h) iDive does not guarantee continuous availability or uninterrupted access to the Platform and may, for business or operational reasons, Suspend, withdraw, or restrict access to all or part of the Platform. iDive is not liable for any losses or damages resulting from such actions.

6.2 Supplier Technology Partners

If the Supplier utilises a third-party technology provider to manage reservations or accept bookings for Products, the Supplier must ensure that the technology partner:

(a) Gives iDive the relevant access to use third party partner’s software and interface to support iDive in providing the services described in this Agreement.

(b) Upholds non-disclosure and confidentiality responsibilities with respect to iDive’s Confidential Information as if the technology partner were the receiving party under this Agreement.

(d) Doesn’t use any of iDive’s Confidential Information, including data exchanged via the Platform, for analytics, competitive purposes, or any purpose other than to aid iDive to deliver the Services defined in this Agreement.

(e) Implements and maintains industry-standard security measures to protect iDive data against destruction, loss, alteration, or unauthorised access or disclosure.

Use of any third-party service, including payment processors or technology partners, is at the Supplier’s own risk and subject to the third party’s terms and conditions. iDive is not responsible for the actions or omissions of any third-party service provider.

6.3 Technology Partner Risks & Liabilities

(a) Any action or inaction by a Supplier’s technology partner in relation to the Platform will be treated as if it were the action or inaction of the Supplier.

(b) The Supplier is fully responsible for ensuring that any technology partner engaged complies with all relevant obligations under this Agreement, including those relating to data security and confidentiality.

(c) Any breach of this Agreement by a technology partner will be considered a breach by the Supplier, who will be liable for all related losses, damages, claims, or expenses.

(d) The Supplier agrees to indemnify and hold harmless iDive, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, or expenses (including legal fees) arising from any act or omission of a technology partner engaged by the Supplier, including breaches of data security or confidentiality.

(e) iDive reserves the right to suspend or terminate the Supplier’s access to the Platform, or to remove any Product listing, if iDive reasonably believes that the Supplier’s technology partner has caused or may cause a breach of this Agreement, violation of law, or risk to Customers, iDive, or the integrity of the Platform.

7. Confidentiality, Data Protection & Privacy

7.1 Confidentiality

(a) Any information exchanged between the parties during the this Agreement that is marked as confidential or proprietary, or which, given the context of its disclosure, should reasonably be considered confidential or proprietary, including but not limited to details about Fees, Net Rates, commissions, margins, Supplier remittances, the Platform, iDive technology, and the Terms of this Agreement will be regarded as Confidential Information.

(b) The recipient of such Confidential Information must implement safeguards to protect against its destruction, loss, alteration, or unauthorised disclosure. These safeguards must align with industry best practices and be at least as protective as those used for the recipient’s own confidential information. During and after the Agreement, the recipient must not:

Use Confidential Information for any purpose other than fulfilling its obligations or exercising its rights under this Agreement.
Disclose Confidential Information to any third party, except for disclosures by iDive to its Platform as required for the purposes outlined in this Agreement.
Disclose Confidential Information to its personnel or advisers, except where such persons are bound by confidentiality obligations and only to the extent necessary for purposes related to this Agreement, provided reasonable steps are taken to preserve confidentiality.

Is publicly available without any breach of this Agreement by the recipient.
Is lawfully received by the recipient from another source without any obligation of confidentiality.
Is independently developed by the recipient without use of or reference to the disclosing party’s Confidential Information.
Is made generally available to others by the disclosing party without restriction.

(d) Upon the end of this Agreement, or upon the disclosing party’s written request, the recipient must promptly return or destroy all Confidential Information in its possession or control and confirm such destruction and must cease any further use of that information.

7.2 Customer Data & Privacy

(a) The Supplier must comply with all applicable laws and with iDive’s current Privacy Policy (as updated from time to time) when using or disclosing any Customer Information provided by iDive or otherwise collected, obtained, or received in connection with this Agreement.

(b) Each party must comply with all applicable data protection and privacy laws, including but not limited to the Privacy Act 1988 (Cth), the Australian Privacy Principles (APPs), and, where applicable, the General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA). This includes implementing and maintaining documented procedures for data handling, obtaining user consent, and fulfilling data subject rights in accordance with those laws.

(c) For all Customer Information held or controlled by the Supplier (including that provided by iDive), the Supplier agrees to:

Maintain and follow a Privacy Policy that aligns with applicable legal requirements and iDive’s Privacy Policy. The Supplier must also ensure an up-to-date link to their Privacy Policy is available via their Supplier Account.
Implement appropriate physical, technical, and administrative safeguards to protect Customer Information, such as storing it in secure environments inaccessible to the public and ensuring security measures are in place to prevent loss, misuse, unauthorised access, alteration, or disclosure by employees or third parties. The Supplier shall promptly notify iDive of any actual or suspected data breach affecting Customer Information and shall cooperate fully with iDive in investigating and remediating any such breach.
Ensure that any collection, use, or disclosure of Customer Information complies with all relevant laws, regulations, and privacy policies. The Supplier must not send unsolicited commercial communications (including "spam") to Customers. Both parties acknowledge that they act as separate and independent controllers of Customer Information processed under this Agreement
Not transfer, disclose, or make accessible any Customer Information to a person or entity outside Australia unless such transfer complies with all applicable privacy laws, including obtaining necessary consents and implementing adequate safeguards

(d) The Supplier is required to notify iDive within forty-eight (48) hours if it receives any data subject request (such as requests for access or deletion) relating to Customer Information.

(e) The Supplier recognises that all Customer Information collected through the Platform is owned by iDive, with the Supplier’s access limited to using such information solely for fulfilling obligations under this Agreement. The Supplier must not use, disclose, or otherwise process Customer Information for any other purpose except as required by law, and is prohibited from re-identifying any anonymised or aggregated data.

(f) If the Supplier engages any third party or subcontractor to process Customer Information, they must ensure compliance with this Clause and all relevant laws.

7.3 Breach Notification

(a) Each party must promptly notify the other in writing of any actual or suspected data breach or unauthorised access to Customer Information relating to users or the Website that is likely to result in serious harm to any individual whose personal information is involved, in accordance with the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth).

(b) Notification of any such data breach must be made within 48 hours of becoming aware of the breach and the Supplier must cooperate fully with iDive in investigating and remediating any such breach.

7.4 Data Access and Use

(a) The Supplier will have access to data it provides to iDive and data generated from its use of the Platform (“Data”). This may include:

Information needed by iDive to create and maintain the Supplier’s Supplier Account (such as legal, financial, and tax details).
Data (including Customer Information) from Customers who Purchase or inquire about Products.
Reviews, ratings, and other Content submitted by Customers or users relating to the Supplier, for as long as it is published on iDive channels.
Aggregated and anonymised analytics, statistics, and intelligence relating to third-party Suppliers and Customers on the Platform.

(b) The Supplier may only use this Data for internal business purposes during the Terms. iDive may use and retain Data during and after the Terms and may share Data with third parties as necessary for the performance of this Agreement, for service improvement, or to meet legal and regulatory obligations. The Supplier may opt out of third-party data sharing in accordance with its legal rights. All of these provisions are subject to iDive’s Privacy Policy, the data protection rights of Suppliers and Customers, and all applicable laws.

8. Dispute Resolution & Complaints

8.1 Customer Complaints and Disputes

(a) Any disputes or complaints arising between Customers and Suppliers are to be addressed and resolved directly by those parties. iDive’s sole role is to provide the Platform to facilitate transactions; iDive does not accept any responsibility or liability for the actions, omissions, or obligations of the Supplier in connection with disputes involving Customers. iDive may, at its discretion, assist with communication between parties but is not responsible for acting as an arbitrator, mediator, or judge, nor does iDive assume any Supplier obligations regarding such disputes.

(b) Any communication or administrative function performed by iDive in relation to Customer complaints, refunds, or compensation does not create any obligation or liability for iDive. The Supplier remains solely responsible for all Customer complaints and fulfilling all obligations to Customers, regardless of any action or inaction by iDive.

8.2 Disputes Between Supplier and iDive

8.2.1 Application
This Clause applies only to Disputes between the Supplier and iDive relating to this Agreement, including any issues regarding either party’s obligations under it. It does not apply to disputes between the Supplier and Customers.

8.2.2 Raising a Dispute
If the Supplier wishes to raise a complaint or Dispute under or in connection with this Agreement, the Supplier must notify iDive in writing by email (a “Notice of Dispute”), setting out full details of the issue.

8.2.3 Initial Resolution
Upon receiving a Notice of Dispute, iDive will review the matter and provide a written response within fourteen (30) days. During this time, both parties must negotiate in good faith to resolve the Dispute as soon as reasonably practicable.

8.2.4 Mediation
If the Dispute is not resolved within fourteen (30) days of the Notice of Dispute, either party may refer the Dispute to mediation. Except in the case of urgent injunctive relief, any complaint, claim or dispute arising out of or relating to this Agreement, or the obligations of a party, must first be referred to mediation in the city of Sydney, New South Wales, Australia, before either party may commence court proceedings. Both Supplier and iDive agree to engage in good faith throughout the mediation process.

8.2.5 Cost of Mediation
The parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation, and, without limiting the foregoing, undertake to pay amounts requested by the mediator as a precondition to the mediation commencing. Each party must pay its own costs associated with the mediation.

8.2.6 Termination of Mediation
If three (3) months elapse after the start of a mediation of the Dispute and the Dispute has not been resolved, either party may ask the mediator to Terminate the mediation and the mediator must do so. If mediation is not successful, either party may then commence litigation.

8.3 Third Party Claims

8.3.1 Application
This Clause applies where a third party makes a claim, demand, action, or investigation (“Claim”) against iDive that arises from the Supplier’s conduct, Products, or Content.

8.3.2 Notification of Claim
Upon receiving a Claim, iDive will provide the Supplier with prompt written notice. The Supplier must respond within seven (7) days.

8.3.3 Control of Defence

(a) Assumption of Defence: If requested by iDive, the Supplier must assume sole control of the defence and settlement of the Claim.

(b) Approval of Counsel: iDive may approve the legal counsel selected by the Supplier (such approval not to be unreasonably withheld or delayed).

(c) Failure to Act: If the Supplier fails to promptly assume the defence and settlement of the Claim after iDive’s request, iDive may do so at the Supplier’s sole cost and expense.

8.3.4 Cooperation
If iDive requests the Supplier to assume the defence, iDive will provide reasonable cooperation and assistance with respect to the Claim, at the Supplier’s request and expense.

8.3.5 Settlement
Neither party will compromise or settle the Claim without the other party’s prior written consent, which will not be unreasonably withheld or delayed

8.3.6 Ongoing Support
The Supplier must, at its own expense, provide all reasonable assistance, information, and cooperation requested by iDive in defending or resolving the Claim.

9. Termination & Suspension

9.1 Termination or Suspension by iDive

iDive may, at its sole discretion, immediately suspend or terminate the Supplier Account and/or this Agreement if it determines that the Supplier is in breach of any provision of this Agreement, or if such action is necessary to protect the interests of Customers, iDive, or the integrity of the Platform. During a suspension, the Supplier, its Products and Content will not be visible to Customers.

9.2 Termination by Either Party

Either party may terminate this Agreement:

(a) Upon fourteen (30) days’ written notice to the other party;

(b) Upon written notice if the other party commits an irremediable breach, repeated breaches, or fails to remedy a remediable breach within fourteen (30) days of written notice specifying such breach;

(c) Immediately upon an event of bankruptcy by the Supplier, or if the Supplier ceases to do business in the ordinary course.

9.3 Consequences of Termination or Expiry

Upon termination or expiration of this Agreement:

(a) The Supplier must stop accessing and using the iDive Website, Services, products, Content, and/or materials provided under this Agreement;

(b) The Supplier loses the right to the advertise Products through iDive’s Platform;

(c) iDive may maintain access to information provided by the Supplier or otherwise generated through its use of the Platform;

(d) The Supplier must immediately pay all outstanding Fees;

(e) iDive may retain copies of Content and related records as required by law or for legitimate business purposes.

9.4 Appeal Process

If iDive notifies the Supplier of a suspension or termination of its Supplier Account and the Supplier disagrees with the decision, it may appeal through iDive’s internal complaint handling process.

9.5 Survival and Other Rights

Any suspension or termination under this Clause is without prejudice to any other rights or remedies available to iDive under this Agreement or at law.

The Supplier remains liable for all obligations and liabilities incurred prior to suspension or termination, including outstanding payments, warranties, indemnities, damages, and any provisions that survive termination or expiration by their nature, such as confidentiality and indemnification obligations.

10. General

10.1 Mutual Representations, Warranties &Warranties Disclaimer

(a) To the maximum extent permitted by law, iDive provides the Platform, Services, and all related technology, materials, and information on an “as is” and “as available” basis, and expressly disclaims any and all warranties, guarantees, or representations, whether express, implied, statutory, or otherwise, whether oral or written, arising out of or in connection with this Agreement or its subject matter. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, or that the Platform, Services, or technology will be uninterrupted, secure, error-free, or suitable for any particular purpose.

(b) iDive makes no representations or warranties regarding any third-party services, technology partners, or payment processors, and assumes no responsibility or liability for their acts or omissions. The Supplier’s use of such services is solely at its own risk and subject to the terms and conditions of those third parties.

(c) The Supplier acknowledges and agrees that any reliance on the Platform, Services, technology, materials, or information provided by iDive or any third party is at the Supplier’s own risk.

(d) Each party acknowledges and agrees that, in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, or undertaking of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement.

(e) Nothing in this Clause excludes, restricts, or modifies any rights, guarantees, or remedies which are non-excludable under applicable law, including but not limited to the Australian Consumer Law.

10.2 Limitation of Liability

(a) The Supplier acknowledges and agrees that iDive’s sole role is to provide the Platform to facilitate transactions between Suppliers and Customers. iDive is not a party to, nor responsible for, any contract, transaction, communication, or dispute between Suppliers and Customers. iDive does not represent, warrant, or guarantee the accuracy, quality, legality, or suitability of any Supplier, Product, or service available on the Platform. To the maximum extent permitted by law, iDive disclaims all liability and responsibility for any acts, omissions, representations, warranties, obligations, or conduct of any Supplier or Customer, or for any Products offered, sold, or provided via the Platform. All obligations and liabilities relating to the Supplier’s Products are the sole responsibility of the Supplier.

(b) Nothing in this Clause is intended to exclude, restrict, or modify any rights or remedies that cannot be excluded under applicable law, including but not limited to the Australian Consumer Law.

(c) To the maximum extent permitted by law, iDive, its officers, directors, employees, agents, affiliates, and licensors, shall not be liable to the Supplier or any third party for any loss, damage, claim, cost, or expense of any kind, whether direct, indirect, incidental, special, exemplary, punitive, or consequential (including, without limitation, loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, business interruption, or loss or corruption of data), arising out of or in connection with this Agreement, the Platform, or any transaction, communication, or dispute involving any Supplier, Customer, or third party, whether or not such loss or damage was foreseeable or the Supplier was advised of the possibility of such damages.

(d) Without limiting the foregoing, iDive expressly disclaims any and all liability for any acts, omissions, representations, warranties, obligations, or conduct of any Supplier, Customer, or third party, or for any Products offered, sold, or provided via the Platform. The Supplier acknowledges and agrees that all obligations and liabilities relating to its Products rest solely with the Supplier.

(e) Notwithstanding any other provision of this Agreement, and except to the extent liability cannot be excluded or limited by law (including under the Australian Consumer Law, iDive’s aggregate liability to the Supplier for any and all claims for direct damages arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute, equity, or otherwise, shall not exceed, in aggregate, the total Net Rate paid by the Supplier in the three (3) months immediately preceding the event giving rise to the claim.

(f) In no event shall iDive’s aggregate liability, whether arising in contract, tort (including negligence), or otherwise, exceed the total Net Rate paid by the Supplier in the three (3) months immediately preceding the event giving rise to the claim, regardless of the number of claims or events.

(g) Nothing in this Agreement is intended to exclude, restrict, or modify any rights or remedies which are non-excludable under applicable law, including Australian Consumer Law.

(h) Failure to comply with this Clause may result in Suspension or Termination in accordance with Clause -Termination & Suspension.

10.3 Indemnification

(a) The Supplier shall indemnify, defend, and hold harmless iDive, its officers, directors, employees, agents, affiliates, contractors, and licensors (together, the “Indemnified Persons”) from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

any breach of this Agreement by the Supplier;
the Supplier’s non-compliance with any applicable law, regulation, or industry standard;
any act, omission, fraud, or wilful misconduct of the Supplier or its personnel, agents, or subcontractors;
any use or publication of Products, Content, including any website or URL embedded in the Content, or any related third-party claims;
any Customer or third-party claims relating to the Supplier’s Products or Services, including (but not limited to) claims of personal injury, death, property damage, infringement, refunds, chargebacks, cancellations, or disputes;
any regulatory investigation, enforcement action, or proceeding, including any resulting fines, penalties, or expenses, arising from the Supplier’s conduct or Content;
any breach of data protection or privacy obligations, including the unauthorised disclosure or misuse of personal data.

(b) This indemnity survives the termination or expiry of this Agreement.

(c) The Supplier must promptly cooperate with iDive in responding to any complaints, regulatory inquiries, or legal proceedings, including providing any information, documents, or assistance reasonably requested by iDive.

(d) The Supplier must notify iDive in writing via our Supplier Support page within 3 business days of becoming aware of any actual or threatened legal claim, investigation, or proceeding that may affect iDive, the Platform, or its users.

(e) Nothing in this Agreement is intended to exclude, restrict, or modify any non-excludable rights or remedies under applicable law, including under the Australian Consumer Law.

10.4 Notices

All notices under this Agreement must be in writing and sent via email. Notices are deemed received upon successful transmission. Notices from iDive will be emailed to the registered Supplier’s email address. Notices from the Supplier may be via our Supplier Support page.Website. Each party is responsible for keeping their designated Notice email address current.

10.5 Waiver

(a) A waiver of any right, Terms, or provision under this Agreement is only effective if it is in writing and expressly states that it is intended as a waiver and is signed by iDive. Any failure or delay by iDive to enforce or exercise any right, power, or remedy under this Agreement does not operate as a waiver of that right, power, or remedy, nor does any single or partial exercise of any right, power, or remedy prevent any further exercise of that or any other right, power, or remedy.

(b) A waiver by iDive on one occasion is effective only in that specific instance and for the specific purpose for which it is given. It does not constitute a continuing waiver or a waiver of any subsequent breach or default, nor does it preclude iDive from exercising any right, power, or remedy in the future.

(c) No act, omission, or course of dealing by iDive shall be deemed to be a waiver of any provision of this Agreement, unless such waiver is expressly provided in writing in accordance with this Clause.

10.6 Assignment

(a) iDive reserves the right to assign or transfer this Agreement, in whole or in part, at its sole discretion. iDive may have its rights exercised and obligations performed by any member of the iDive group, its affiliates, or their respective agents, contractors, distributors, or service providers.

(b) The Supplier is not permitted to assign or transfer this Agreement, or any rights or obligations under it, whether by law or otherwise, without obtaining iDive’s prior written consent. For clarity, any merger or change of control in which the Supplier is not the surviving entity will be treated as an assignment for the purposes of this Clause.

(c) Any assignment or transfer by the Supplier that does not comply with this provision shall be null and void. Subject to these Terms, this Agreement is binding upon and benefits the parties and their respective successors and permitted assigns.

10.7 Relationship of the Parties

(a) Unless expressly stated otherwise in this Agreement, no provision herein shall be interpreted as establishing an agency, partnership, joint venture, employment, or any other association between the parties for any purpose, including tax matters. The parties acknowledge and agree that they are acting as independent contractors at all times. Other than as specifically agreed in writing or as provided for the sale of Supplier’s Products through iDive in accordance with these Terms, neither party has the authority to bind, represent, or create obligations for the other party in any manner, whether express or implied.

(b) For the avoidance of doubt, this Agreement does not establish any agency, partnership, employment, or joint venture relationship between iDive and any Supplier or Customer. Each Supplier operates independently and is not permitted to make commitments or representations on behalf of iDive.

10.8 Severability & Survival

(a) If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void, or unenforceable, that provision will be severed from the Agreement and will not affect the validity or enforceability of the remaining provisions, which will continue in full force and effect. The parties agree to amend any such invalid, void, or unenforceable provision to the minimum extent necessary to render it valid and enforceable, while preserving its original intent as closely as possible. iDive may, at its discretion, propose a substitute provision that is valid, enforceable, and reflects, as nearly as possible, the original intention of the severed provision. The severance or amendment of any provision does not constitute a waiver of any rights or remedies available to iDive under this Agreement.

(b) Any provisions of this Agreement which by their nature are intended to survive termination or expiration—including, but not limited to, those regarding Supplier conduct, subcontracting, confidentiality, privacy, data protection, mutual representations and warranties, disclaimers, limitation of liability, indemnification, dispute resolution, jurisdiction, and governing law—shall remain in effect after the termination or expiration of this Agreement, to the maximum extent permitted by law. For the avoidance of doubt, the indemnification, limitation of liability, confidentiality, insurance, data protection, and audit Clauses shall survive the termination or expiration of this Agreement.

(c) Termination or expiration of this Agreement does not affect any rights, obligations, or liabilities of either party which have accrued prior to such termination or expiration. The survival of any provision is subject to iDive’s discretion, except where otherwise required by law.

10.9 Remedies

(a) All rights and remedies available to iDive under this Agreement are cumulative and may be exercised in addition to, and not in place of, any other rights or remedies available at law, in equity, or otherwise. The use or enforcement of any single remedy by iDive does not prevent the pursuit or enforcement of any other remedy, whether provided in this Agreement or otherwise. Any delay or failure by iDive to exercise any right or remedy does not constitute a waiver of that right or remedy, nor does it preclude the future exercise of that or any other right or remedy.

(b) iDive retains the right to seek equitable relief, including but not limited to injunctions, specific performance, or other appropriate court orders, in addition to any other remedies available at law or in equity, particularly in the event of any actual or threatened breach regarding intellectual property, confidentiality, or misuse of the Platform. This Agreement does not restrict iDive’s ability to seek compensation for damages, losses, or expenses, or to pursue any other legal or equitable remedies to which it may be entitled.

10.10 Force Majeure

(a) A Force Majeure Event means any event or circumstance beyond the reasonable control of the affected party, including but not limited to acts of god, strike, labour dispute, earthquake, fire, flood, public disaster, pandemic, epidemic, equipment, software or technical malfunctions or failures, power failures or interruptions, acts of terrorism, war, civil unrest, or riots.

(b) Neither party is liable for any failure or delay in performing its obligations under this Agreement, if any failure or delay is due to a Force Majeure Event. The party affected must promptly notify the other in writing, stating the expected duration. Obligations are Suspended—not waived—for the duration of the Force Majeure Event, and resume once the event ends.

10.11 Updates to this Agreement

(a) iDive may update or change this Agreement, including any attachments or referenced documents, at any time by giving the Supplier fourteen (14) days’ Notice (“Notice Period”) through reasonable means such as email or updates on the iDive Website.

(b) It is the Supplier’s responsibility to regularly check for updates to ensure compliance. Continued use of the Platform or Services after any updates means the Supplier accepts and is bound by the revised Agreement once the Notice Period ends.

(c) If the Supplier objects to any revised version of this Agreement (or any attachment or document), they must stop using the Platform and notify iDive in writing of termination within the Notice Period; in this case, the Agreement will end when the Notice Period expires. Except as outlined in this Clause, no amendment, modification, or rescission of this Agreement or any attachment will be effective unless made in writing and signed by both parties.

(d) If the Supplier does not terminate this Agreement before the effective date of the revised Agreement, the Supplier will be deemed to have accepted and be bound by the revised Agreement upon expiry of the Notice Period.

(e) Except as provided in this Clause, no amendment, modification, or rescission of this Agreement or any Attachment or document will be effective unless it is made in writing and signed by both parties.

10.12 Governing Law & Jurisdiction

(a) This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of Sydney, New South Wales, Australia. The validity of this governing law Clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns. Supplier hereby consents to the exclusive jurisdiction and venue of courts in Sydney, New South Wales, Australia.

(b) Supplier agrees that all claims it may have against iDive arising from or relating to this Agreement must be heard and resolved in a court of competent subject matter jurisdiction located in Sydney, New South Wales, Australia. Each party waives any objection to the jurisdiction or venue of such courts on the grounds of forum non convenient or otherwise. Service of process may be affected by delivery to the parties’ respective Notice addresses as set out in this Agreement. Nothing in this Clause shall prevent either party from seeking urgent injunctive or equitable relief in any jurisdiction.

10.13 Security

(a) The Supplier is fully responsible for maintaining the confidentiality and security of all log-in credentials associated with its Supplier Account and any related email Supplier Accounts. The Supplier must take all reasonable steps to prevent unauthorised access or disclosure of such credentials.

(b) If the Supplier suspects that its credentials have been compromised or accessed by an unauthorised person, the Supplier must promptly notify iDive and immediately update its credentials. iDive may, at its sole discretion and without prior notice, suspend or terminate the Supplier Account if there is any suspicion of unauthorised or fraudulent use.

Keep all log-in credentials secure and confidential at all times.
Promptly notify iDive and change passwords if there is any reason to believe credentials may have been compromised.
Immediately inform iDive if approached by any person requesting log-in information.
Avoid sharing log-in credentials with any third party. If the Supplier does provide access or fails to safeguard credentials, the Supplier remains liable for all actions and transactions conducted using those credentials, including any unauthorised or fraudulent activities.

(d) iDive and its affiliates are not liable for any loss, damage, or claim resulting from unauthorised use of the Supplier’s credentials, regardless of cause, and are not required to verify the identity or authority of any person using such credentials.

(e) iDive may, at its discretion, suspend or cancel the Supplier Account at any time if unauthorised or fraudulent use is suspected. In such cases, the Supplier must cooperate fully with iDive to mitigate any losses or risks. iDive may, if deemed necessary, notify Customers or other third parties about any security issues relating to the Supplier Account or email.

(f) The Supplier agrees to indemnify and hold harmless iDive, its officers, directors, employees, and agents from all claims, losses, liabilities, costs, or expenses (including reasonable legal Fees) arising from any unauthorised, negligent, or improper use of the Supplier’s log-in credentials.

10.14 Entire Agreement

(a) This Agreement, together with iDive’s Privacy Policy and any documents expressly incorporated by reference, represents the full and exclusive understanding between the parties regarding the subject matter herein. It replaces and overrides all previous Agreements, negotiations, representations, or understandings, whether written or oral, relating to the same subject matter.

(b) Each party confirms that, in entering into this Agreement, it has not relied upon any statement, representation, warranty, or promise except as expressly set out in this Agreement. No party shall have any remedy in respect of any statement, representation, warranty, or promise except as expressly provided in this Agreement.

(c) Any offer or acceptance by iDive is strictly limited to the Terms and conditions set out in this Agreement. iDive expressly rejects any additional or differing Terms proposed by the Supplier, whether such Terms are contained in orders, invoices, correspondence, or otherwise, and such Terms shall have no effect.

(d) If there is any inconsistency or conflict between the Terms of this Agreement and any other document, policy, or communication, the Terms of this Agreement shall take precedence to the extent permitted by law. Any amendment, variation, or rescission of this Agreement or any related document must be made in writing and signed by both parties to be effective.

(e) Nothing in this Agreement is intended to confer any rights or benefits on any person or entity other than the parties to this Agreement and their respective permitted successors and assigns.

(f) The Supplier acknowledges that it has read and understood this Agreement and agrees to be legally bound by all Terms and conditions, including any referenced schedules, attachments, and policies. The Supplier accepts full responsibility for all aspects of its Products, including compliance with all relevant laws and regulations, delivery and quality of Products, and management of cancellations, refunds, chargebacks, changes, Customer complaints, and any disputes. iDive’s role is limited to providing a Platform and does not extend to any responsibility or liability for the actions or omissions of the Supplier. All obligations and liabilities related to the Supplier’s Products rest solely with the Supplier.

Schedules

Schedule 1: Approved Products & Service Policy

Schedule 2: Prohibited Content Policy

Schedule 3: Supplier Fees