Partner terms and conditions.

1. Who we are, scope and definitions

These Terms and Conditions (the "Terms") govern the relationship between Dream Island S.R.L., Via Francesco Messina, 45/B — 95015 Linguaglossa (CT), Italy, VAT no. 06159470878, a tour operator authorised by the Sicilian Region ("Dream Island"), and the person or business joining the partner programme: a hotel, B&B, multi-property manager, agency or individual who offers Dream Island experiences to guests or customers (the "Partner").

In these Terms: "Property" is the Partner's hotel, accommodation or business; "Guest" is the person booking an experience; "Booking" is a booking of a Dream Island experience attributed to the Partner; "Partner area" is the Partner's private online area; "Statement" is the monthly document summarising what each party is owed; "Commission" is the Partner's fee described in section 7.

There are two kinds of Booking:

• Online Booking: the Guest pays Dream Island online (even if only a deposit). The Partner earns the Commission.

• Property-collected Booking (or "pay at the property"): the Guest pays the Property, which collects on behalf of Dream Island. The Property pays Dream Island the net amount, i.e. the price minus the Commission, which it keeps (or receives separately, as agreed with the Partner).

2. Nature of the relationship

The Partner recommends, offers and, where enabled, enters Bookings for Guests. The contract for the experience is concluded solely between the Guest and Dream Island, under Dream Island's Terms of Sale. The Partner is not a party to that contract, is not responsible for delivering the experience and cannot make commitments on behalf of Dream Island.

The relationship is not an exclusive agency or an employment relationship, and creates no partnership, association or power of representation. The Partner acts independently, with no exclusivity or minimum volumes unless otherwise agreed in writing. The Partner may not change prices, cancellation terms, schedules or the content of experiences.

3. Joining and requirements

Joining takes place at the Partner's request and is completed by Dream Island's confirmation and activation of access. The Partner declares that the data supplied (name, VAT or tax number, address, contacts, email addresses, IBAN if requested) are true and complete, undertakes to keep them up to date and guarantees it may lawfully operate (licences, authorisations, registrations). Dream Island may refuse or revoke membership for good reason.

4. Access, credentials and security

• The Partner receives a Partner area with a private link and personal credentials. A separate, more limited access may be enabled for a Property's reception.

• Credentials are personal and confidential. The Partner is responsible for everything done with its credentials, must keep them safe, must not hand them to unauthorised third parties and must tell Dream Island immediately if they are lost or misuse is suspected.

• The Partner area link must not be shared. Dream Island may change or revoke links and credentials for security reasons.

• Dream Island may suspend access in case of misuse, security risk or breach.

5. How Bookings arise

• QR codes and links for Guests. The Partner receives personal QR codes and links for the Property. Bookings made by a Guest through that QR code or link are attributed to the Partner.

• Direct entry. Where enabled, the Partner (or reception) enters the Booking on the Guest's behalf from the Partner area.

• Catalogue and prices. The Partner sees the experiences enabled for it, with its reserved prices. The Partner does not apply discounts or surcharges on its own and does not quote the Guest prices different from those shown.

• Confirmation. A Booking is valid only after Dream Island's confirmation (email with booking reference). Availability is not guaranteed until confirmation is issued. Dream Island may refuse, move or cancel Bookings for operational or safety reasons (section 14).

• Attribution. If there is any doubt as to who originated a Booking, the data recorded by Dream Island (QR, link, entry) prevails. A Booking cannot be attributed to the Partner after it has been completed.

6. Prices and Guest payments

Prices are those shown in the Partner area at the time of Booking. For each channel Dream Island determines who collects: with online payment Dream Island collects; with pay at the property the Property collects on behalf of Dream Island. The Partner must apply the method set for the Booking and may not change it on its own.

7. Commission

• Amount. The Commission is set in the agreement with the Partner as a percentage, a fixed amount per Booking or a fixed amount per person, calculated on the total Booking or on the experience only (extras excluded), as agreed.

• Rule fixed at confirmation. The applicable rule is the one in force when the Booking is confirmed. Later changes apply only to future Bookings and are notified in advance (section 19).

• Accrual. The Commission accrues once the experience has taken place (or, where a cancellation fee is retained, see section 10). Until then it is only "expected" and may change or lapse.

• Basis. It is calculated on the amount actually due: if a Booking is amended, reduced, refunded or cancelled, the Commission is recalculated accordingly. For no-shows, the part of the price that remains due applies.

• No Commission is due for experiences not carried out because of free cancellation, cancellation by Dream Island or a full refund.

Example. Commission 20%. A €100 Booking paid online to Dream Island: the Partner earns €20. A €100 Booking paid to the Property: the Property keeps €20 and owes Dream Island €80.

8. Collection on behalf of Dream Island (pay at the property)

• Amounts the Property collects from Guests for Dream Island experiences are collected on behalf of Dream Island and do not become the Property's money, except for the Commission kept as agreed.

• The Property must collect the correct amount, give the Guest a receipt or confirmation when requested and must not collect different or additional amounts for Dream Island experiences.

• The Property pays Dream Island the net amount due through the Statement (section 9). It may not unilaterally offset amounts it believes are owed without Dream Island's written agreement.

• A property-collected Booking does not prove that the Property has already collected from the Guest: the payment obligation arises from the Booking and the Statement, in the amounts shown.

• Dream Island may limit or disable pay at the property for a Partner at any time (for example for delays, high amounts or risk), moving new Bookings to online payment.

9. Monthly Statement and payments between the parties

• Issue. Dream Island issues the Statement for the month just ended within the first 5 days of the following month and sends it to the Partner's administrative address. The Partner views it in the Partner area, where it can print it or save it as a PDF. If the Partner has several Properties, the Statement combines them.

• Content. The Statement shows two items: (a) what the Partner owes Dream Island for property-collected Bookings (the net, already after the Commission kept); (b) the Commissions Dream Island owes the Partner for online Bookings. The two items are offset: a single payment is made, equal to the difference, from the Partner to Dream Island or from Dream Island to the Partner. The Commission already kept is shown for information only and is neither to be paid nor deducted again.

• Incremental items and adjustments. Anything already reported in a Statement is not reported again. Later changes, refunds or cancellations produce adjustments in the next applicable Statement. A Statement already settled does not change.

• Statement to be reissued. If Bookings change after issue and before settlement, the Statement is marked "To be reissued": it must not be paid; Dream Island cancels it and issues an updated one.

• Disputes. The Partner may dispute a Statement in writing within 15 days of receipt; after that the Statement is deemed accepted, save for clerical or calculation errors.

• Payment terms. When the balance is owed by the Partner, payment is made within 30 days of issue by bank transfer or another agreed method, quoting the Statement reference. When the balance is owed by Dream Island, Dream Island pays within 30 days of issue.

• Settlement. Dream Island records a Statement as "settled" only after checking that payment has actually been made. Issuing a Statement is neither an automatic payment request nor a receipt.

• Late payment. Late payment bears default interest under Italian Legislative Decree 231/2002 on commercial transactions. The measures in section 17 remain unaffected.

• Partial payments are recorded against individual Bookings; settling the Statement closes all of its amounts.

10. Cancellations, changes, no-shows and refunds

Cancellations and changes by the Guest follow the experience's cancellation terms shown before payment: in general free up to 24 hours before start (48 hours for private tours), unless specific bands with increasing fees are set for the experience. The Partner may not promise the Guest different terms.

• Who the Guest deals with. The Guest deals with Dream Island, its contractual counterparty, through the "Manage your booking" link or email. If the Guest contacts the Property, the Property directs them to Dream Island and forwards the request promptly.

• Cancellation fee. The fee applies to the Booking price. For property-collected Bookings it is calculated on the total price due, not only on what was paid online.

• Online Booking. Dream Island refunds the Guest what is due and reports the outcome. The Commission is recalculated or lapses.

• Property-collected Booking: refund to the Guest. If a refund is due to the Guest who has already paid the Property, the Property refunds it within 5 working days of Dream Island's notice, by the same means of payment where possible, and confirms it to Dream Island. If the Property does not, Dream Island may refund the Guest directly and recover the amount from the Property, including by offsetting it against Commissions and other amounts due, with interest.

• Property-collected Booking: amounts already paid. If the Property had already paid Dream Island more than is due (for example because a free cancellation follows the payment), Dream Island returns the difference, records the return and informs the Partner.

• No-show. In case of no-show, the part of the price that remains due is the one set by the experience's terms; the Commission is calculated on that part.

Example. Property-collected Booking of €100, Commission 20%. Cancellation with a 30% fee: the Guest is due a €70 refund (borne by the Property that collected); €30 remains due, on which the Commission is €6 and the Property owes Dream Island €24.

11. The Partner's commitments to Guests

• Present Dream Island as the organiser of the experiences and the Terms of Sale as the applicable terms.

• Not give inaccurate information on experiences, prices, refunds, insurance or safety, and not make promises on behalf of Dream Island.

• Not keep amounts owed to Dream Island, not charge additional amounts and not use Guests' data for any purpose other than carrying out the Booking.

• Promptly inform Dream Island of complaints, cancellation or change requests, incidents and any relevant circumstance.

• For Bookings with pickup at the Property, make it easy for the Guest to meet at the stated point and time.

12. Trademarks, materials and communication

Dream Island grants the Partner a non-exclusive, non-transferable and revocable right to use the name, logo, QR codes and materials supplied, only to promote the experiences in permitted ways and without altering them. The Partner will not register domains, profiles or advertising campaigns using the Dream Island mark or likely to cause confusion, and will not present itself as Dream Island. When the relationship ends the Partner stops using the materials.

13. Personal data

• Guests' data. For Bookings, Dream Island is the data controller under Regulation (EU) 2016/679 and gives Guests its privacy notice. The Partner receives only the necessary data (for example name, reference, experience, date, number of people, pickup); Guests' contact details are not shared in notices to the Partner.

• The Partner processes such data only to manage the Booking and welcome the Guest, protects it with adequate measures, does not disclose it to third parties or use it for marketing, and deletes it when no longer needed. The Partner is an independent controller of data it collects on its own account.

• The Partner informs Dream Island without delay of any personal data breach relating to Bookings.

• Partner's data. Dream Island processes the Partner's and its contacts' data to manage the relationship, access, communications and Statements, under its privacy notice.

14. Cancellations and changes by Dream Island

For weather or safety conditions, force majeure, orders of the authorities or failure to reach the minimum number of participants, Dream Island may cancel or change an experience. In that case the Guest chooses between a new date and a full refund; no Commission is due for experiences not carried out, and Dream Island returns to the Property the amounts already paid for cancelled Bookings. Dream Island is not liable for other costs incurred by the Partner.

15. Liability

• Dream Island is responsible to Guests for carrying out the experiences, within the limits of law and its terms of sale.

• The Partner is responsible for amounts collected on behalf of Dream Island, for statements made without authorisation, for safeguarding its credentials and for complying with these Terms, and holds Dream Island harmless from resulting damages and third-party claims.

• Neither party is liable for delays or failures caused by force majeure.

• Dream Island does not guarantee any number of Bookings or minimum revenue to the Partner.

16. Tax matters

The Statement and programme emails are informational summaries and are not tax documents; Dream Island does not issue invoices or self-billed invoices automatically. Each party meets its own tax obligations. If a tax document (invoice, fee note or other) is required for the Commission, the Partner issues it to Dream Island according to its own tax position, with VAT where due and using the amounts in the Statement. The Partner supplies the tax details requested and promptly reports any change. If the Partner does not hold a VAT number, the parties agree in writing on the form of the fee before it accrues.

17. Suspension and breach

• In case of late payments, false information, misappropriation of funds, misuse of the Partner area or breach of these Terms, Dream Island may, even without notice: suspend access; disable pay at the property; stop accepting new Bookings attributed to the Partner; withhold and offset amounts due against Commissions or other sums; demand immediate payment of what is owed, with interest and recovery costs.

• Failure to pay over amounts collected on behalf of Dream Island more than 30 days after the due date, or misappropriation of those amounts, is a serious breach and Dream Island may terminate the relationship by written notice (express termination clause, Italian Civil Code art. 1456).

18. Term and withdrawal

The relationship is open-ended. Either party may withdraw on 30 days' written notice. On termination: Bookings already confirmed remain valid and the related accrued Commissions remain due; a final Statement is issued; mutual amounts are settled; the Partner returns or stops using the materials and access is closed. Confidentiality and the duty to pay over amounts collected survive.

19. Changes to these Terms

Dream Island may update these Terms, the Commissions or operating procedures with at least 30 days' notice, by email or in the Partner area. Changes do not apply to Bookings already confirmed. If the Partner disagrees it may withdraw before the changes take effect; continuing to operate after that date means acceptance.

20. Confidentiality

Commercial terms, reserved prices, Commissions and the contents of the Partner area are confidential and must not be disclosed to third parties, except as required by law or to advisers bound by confidentiality.

21. Communications and language

Communications are by email to the addresses given by the Partner (general contact, notices, statements) and through the Partner area. The Partner keeps its contact details up to date. The Partner chooses the language (Italian or English) of the emails it receives; if the versions of these Terms differ, the Italian version prevails.

22. Assignment and subcontracting

The Partner may not assign the relationship, nor entrust access to the Partner area or the collection of amounts to third parties, without Dream Island's written consent.

23. Governing law and jurisdiction

These Terms are governed by Italian law. The Court of Catania has exclusive jurisdiction over any dispute, unless mandatory law provides otherwise.

24. Final provisions

These Terms, together with the commercial agreement made with the Partner, are the entire agreement between the parties on the partner programme. If a clause is invalid, the others remain effective. A party's tolerance is not a waiver of its rights. In case of conflict, the individual written commercial agreement prevails over these Terms only as to Commissions and payment terms.