Okeanun Manager Terms of Service

Parties and recitals

On the one part, Munaeko Development Software Solutions, S.L., tax ID B88989868, registered at Calle Gran Vía 1, 2º, 30180 Bullas (Murcia), Spain, contact [email protected] (the «Provider» or «Okeanun»); and on the other part, the dive center, professional or entity subscribing to Okeanun Manager (the «Center» or «Customer»), identified by its legal name, tax ID, address and representative during sign-up and subscription. The Parties acknowledge sufficient legal capacity to contract.

Okeanun provides a cloud service (SaaS) called Okeanun Manager for the operational management of dive centers, including, depending on configuration, inventory, operations, calendar, courses, bookings, staff management, voucher issuance, diver management and payment collection through Stripe integrations. The Center subscribes to the Service for its business or professional activity and declares it acts within that activity, so the relationship between the Parties is commercial and B2B in nature.

When the Center processes personal data of divers or clients through the Service, the Center acts as controller and Okeanun as processor, governed by the Data Processing Agreement (DPA) under Art. 28 GDPR, incorporated by reference, forming an integral part of these Terms and accepted by the Center on subscription. To collect payments via Stripe/Stripe Connect, the Center must accept the payment provider’s terms; Okeanun does not store complete card data and acts as technology facilitator of the integration. These terms set out the contractual conditions applying to the Center’s use of the Service, including subscription, permitted use, support, availability, security, liability, termination and data processing.

1. Definitions

For this contract: (i) «Service» means access to and use of Okeanun Manager, including the web panel, features, API if any, and modules enabled under the contracted plan; (ii) «Center Data» means information and content entered, generated or managed by the Center in the Service; (iii) «Personal Data» means personal data processed within the Service; (iv) «Sub-processor» means a provider processing data on Okeanun’s behalf in providing the Service; and (v) «Plan» means the subscription tier chosen by the Center, with its price, billing period and associated features as shown in the sign-up/checkout flow.

2. Subject matter and scope

This contract governs the Center’s subscription to Okeanun Manager as SaaS, enabling the Center’s internal management and, where applicable, interaction with divers/clients, booking and operations management, and payment collection through payment-provider integrations. The Service is provided on a reasonable-availability basis, with updates and improvements, and its specific scope depends on the contracted Plan and the features enabled at any given time.

3. Subscription, sign-up and account creation

Subscribing requires creating a Center account, providing identification and billing details, and expressly accepting these Terms, with acceptance recorded by version and date in the sign-up flow. The Center must provide truthful, complete information, keep it current, and ensure authorized staff use individual credentials, applying custody and access-control measures under the principle of least privilege.

4. Subscription, renewal, billing and Plan payments

The Service is offered on subscription, charged in advance for the selected Plan, renewing automatically for successive periods per the Plan’s billing cycle unless cancelled by the Center before the effective renewal date in the billing portal’s operational terms. Billing and Plan collection are handled through Stripe as the payment provider enabled at checkout; the Center can manage its payment method and billing details from the Stripe billing portal. Save where legally required, amounts already charged are non-refundable.

5. Center collections from divers via payment integrations

When the Center enables collection from divers/clients, the Center acknowledges that (i) the collection relationship and payment operation run through the applicable payment provider (Stripe), (ii) the Center is responsible for the tax, accounting and consumer obligations tied to its activity, and for issuing any applicable receipts or commercial documents, and (iii) Okeanun acts as technology facilitator of the integration and does not store complete card data. The Center undertakes to complete the payment provider’s onboarding when required (for example, Stripe Connect) and to accept its terms of service.

6. Platform fee and fee changes

If the Service includes a platform fee on payments processed through integrations, the applicable fee will be shown to the Center within the Service and/or in each transaction’s detail, and may be changed by Okeanun on reasonable notice, applying to operations carried out after it takes effect. Continued use of the collection feature after notice of the change constitutes the Center’s acceptance.

7. Refunds to divers

Refunds to divers/clients are initiated and managed by the Center per its commercial policies and the payment provider’s operational rules. Where the fee scheme allows, the platform fee may be refunded proportionally on the applicable technical terms, without Okeanun guaranteeing an outcome different from that set by the payment provider’s configuration or by the nature of the transaction.

8. Center obligations on use of the Service

The Center must use the Service lawfully, per these Terms and for its contracted purpose, refraining from (i) uploading unlawful content or content infringing third-party rights, (ii) using the Service for impersonation, fraud or unfair practices, (iii) attempting to bypass security measures or access third-party data without authorization, and (iv) exploiting the Service in a way that compromises its availability or integrity. The Center is responsible for the conduct of its staff and authorized internal users and must ensure they know and follow the rules of use and confidentiality.

9. Intellectual property and licence to use

Okeanun owns or licenses the intellectual and industrial property rights in the Service, including software, interfaces, brand and distinctive elements. Okeanun grants the Center a non-exclusive, non-transferable licence limited to the contract term to access and use the Service per the contracted Plan and these Terms. The Center retains ownership of its data and content entered in the Service.

10. Personal data processing and GDPR roles

When the Center processes personal data in the Service, the Center acts as controller and determines the purposes and means, while Okeanun acts as processor, processing data on the Center’s behalf in providing the Service, under the applicable processing agreement accepted on subscription. In particular, where processing includes health data or other special categories, the Center warrants it has a sufficient legal basis, including, where applicable, obtaining explicit consent and duly informing data subjects, and assumes responsibility for the lawfulness of the processing.

11. Sub-processors and sub-processing

The Center authorizes Okeanun to use the sub-processors necessary to provide the Service, always under contractual conditions imposing confidentiality, security and processing-limitation obligations. Okeanun will keep a reasonable information scheme about sub-processing and will manage the replacement or addition of sub-processors consistently with Art. 28 GDPR obligations, including the requirement that the sub-processor assume obligations equivalent to those imposed on Okeanun as processor.

12. Security measures and confidentiality

Okeanun will apply appropriate technical and organizational measures to preserve the confidentiality, integrity and availability of the Service and of processed data, including access controls and credential management, and will require confidentiality commitments from its authorized staff. The Center must apply reasonable security measures in its environment, including management of internal users, passwords and access, and notify Okeanun without delay of any misuse or incident affecting its account or credentials. Within the processing arrangement, adopting adequate security measures and ensuring confidentiality are part of the minimum required content.

13. Assistance with data-subject rights and controller obligations

When the Center receives requests to exercise data-subject rights concerning data processed through the Service, Okeanun will provide reasonable assistance, taking into account the nature of the processing, so the Center can handle such requests and meet its controller obligations, as set out in the processing agreement. Likewise, Okeanun will assist, as far as possible, with security, assessment and breach-notification obligations, as required under Art. 28 GDPR.

14. Availability, maintenance and support

Okeanun will make reasonable efforts to keep the Service available and operational, though the Center accepts that, given the technological nature of cloud services, interruptions may occur due to maintenance, updates, third-party incidents or force majeure. Okeanun may deploy improvements, changes or functional modifications, seeking not to materially degrade the core of the contracted Service, and will provide support through the enabled channels, with levels that may vary by Plan.

15. Changes to the Terms and the Service

Okeanun may change these Terms for operational, security, Service-evolution or regulatory reasons. Material changes will be notified on reasonable notice through the Service’s operational channel or by electronic contact, indicating the effective date. The Center’s continued use of the Service after that date constitutes acceptance of the current version.

16. Suspension for non-payment, misuse or security risk

Okeanun may temporarily suspend access to the Service (i) on non-payment or uncured billing issues, (ii) on serious breach of these Terms, or (iii) where necessary to mitigate a security, fraud or unauthorized-access risk. Where reasonably possible, Okeanun will inform the Center of the suspension and of the steps needed to reactivate, unless doing so would compromise security or the prevention of fraud or of the incident itself.

17. Term, termination and effects

The contract remains in force while the Center keeps the subscription active. The Center may cancel renewal through the mechanism in the billing portal, with termination taking effect at the end of the period already paid, save for early termination for breach. On termination, the Center may export its data for a reasonable period, after which Okeanun will delete or return it per the processing agreement and any applicable legal retention obligations, especially for billing. The minimum content of the processing arrangement includes, at the controller’s choice, returning or deleting data and deleting copies, save where legal retention applies.

18. Liability and limitation

To the maximum extent permitted by applicable law, Okeanun’s total liability to the Center is limited to the amount actually paid by the Center for the Service in the 12 months before the triggering event. Okeanun is not liable for indirect damages, loss of profit, loss of opportunity, or third-party claims arising from the Center’s own activity, including diver/client claims about services provided by the Center or its commercial policy. This limitation does not apply where liability cannot be limited by law.

19. Confidentiality

Each Party must keep confidential the other Party’s non-public information accessed in connection with the contract, including technical, commercial, operational and, where applicable, personal data, and must not use it for purposes other than performing the contract. These obligations survive during the term and for a reasonable period after termination, without prejudice to legal retention obligations or the mandate of a competent authority. Within the processing arrangement, the confidentiality of authorized staff is a minimum required obligation.

20. Notices and communications

Communications about the contract will preferably be by electronic means, through the email the Center provided at sign-up and the Service’s operational channels. For privacy and data-protection matters, the channel [email protected] will be used.

21. Incident management and security breaches

On any security incident affecting the Service or the processed data, including a personal-data breach, the Parties undertake to notify each other of the incident without undue delay through the designated escalation channels (for privacy matters, [email protected]), to coordinate the response, and not to take unilateral measures that could worsen the impact or hinder the investigation. Okeanun, as processor, will notify the Center of any breach it becomes aware of and will reasonably assist in assessing the risk, in containment and, where applicable, in notifications to the supervisory authority and data subjects, keeping documentary traceability of the actions taken.

22. Audits and provision of processing-compliance information

Okeanun will make available to the Center the information reasonably necessary to demonstrate compliance with its processor obligations and will allow and contribute to audits, including inspections, by the Center or an auditor it appoints. Audits will be carried out on reasonable notice, with an ordinary maximum annual frequency —save for security incidents or a supervisory-authority requirement—, without compromising the security or confidentiality of other customers, with the Center bearing the reasonable costs the audit generates. Okeanun may meet these obligations by providing certifications, reports or equivalent documentation where sufficient.