Last updated 2026-09-15 · Version 1.1

NoChat Venue Partner Agreement

What changed in version 1.1

• Prices in local currency per city: Lisbon €10/month + €1 per Routed Meeting; Istanbul ₺499/month + ₺49 per Routed Meeting, adjusted quarterly (section 6).
• Founding recruitment before launch: the 90-day free period starts on the city launch date, or on approval if later; nothing is charged before launch (section 7).
• Billing through Stripe with a 14-day grace period, after which new routing stops (sections 8, 16).
• The quiet-month credit is removed.
• Events only after city launch: Stripe Connect with a 10% application fee in EU cities; external ticketing with a 10% invoice in Istanbul (section 9).
• Governing law and courts now follow the country where the Venue is located (section 17); EU platform-to-business information (section 18).
• A separate Venue risk acknowledgement; the Venue bears all risks of its premises, products, staff and Events (section 13.4); narrower carve-outs (section 14.3).
• Public liability insurance is mandatory before going live: at least €1,000,000 per occurrence in the EU and ₺10,000,000 in Turkey, with Bitry LTD as additional insured where possible (section 15.3).

This is a business-to-business agreement. It contains important limits on NoChat's liability (sections 13–14), your obligation to indemnify NoChat and to hold insurance (section 15), and NoChat's rights to suspend and terminate (section 16). Please read them before you accept.

Venue risk acknowledgement

By ticking the separate box in the Panel, the person accepting confirms for the Venue:

• "The Venue bears all risks arising from its premises, food and drink, staff and events, and will indemnify Bitry LTD for them, including legal costs."
• "The Venue holds the public liability insurance required by section 15.3 and understands that NoChat does not check Guests' backgrounds."

This acknowledgement is part of this Agreement. It does not limit liability that the law does not allow to be limited (section 14.3).

1. Parties and acceptance

1.1. This Agreement is between BITRY LTD, a private limited company registered in England and Wales under company number 16107519, with its registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom ("Bitry LTD", "NoChat", "we"), and the business that registers a venue on partners.nochat.site (the "Venue", "you"). The Venue is the legal entity or sole trader named in the registration, with its tax identification number (for example NIF/NIPC in Portugal, VKN or TCKN in Turkey, VÖEN in Azerbaijan), VAT number where it has one, trading name, address and authorised representative.

1.2. You accept this Agreement electronically by ticking the acceptance box in the partner panel and submitting your registration. We record the Agreement version, the date and time, the language, the name and role of the person accepting, and the account. The person accepting confirms that he or she is authorised to bind the Venue.

1.3. This Agreement applies together with the price and settings shown in the partner panel for the Venue's City.

2. Definitions

• "App": the NoChat mobile app. "Panel": partners.nochat.site.
• "User" / "Guest": a person who uses the App.
• "City": the NoChat launch city to which the Venue is assigned based on its address (for example Lisbon or Istanbul).
• "Launch Date": the date on which NoChat opens the App to Users in the City, as announced to the Venue in the Panel or by email.
• "Booking": a table reservation that NoChat creates at the Venue for two matched Users.
• "Routed Meeting": a Booking created for your Venue.
• "NoChat Hours": the days and times, and the number of tables, you publish in the Panel for Bookings.
• "Perk": an offer you set for NoChat Guests (for example a discount or free item).
• "Event": an event you host and list through NoChat.
• "Free Period": the founding trial in section 7.

3. The service

3.1. NoChat lists the Venue in the App, routes matched pairs of Users to the Venue during its NoChat Hours and table limits, shows Bookings in the Panel, displays the Perk and, after the Launch Date, lists Events (section 9). NoChat meetings take place only at partner venues, and NoChat has no chat between Users.

3.2. The relationship is non-exclusive on both sides. You may work with other platforms; we may list other venues, including your competitors nearby.

3.3. Routing follows our published rules. The main parameters are: distance from both Users, the Venue's NoChat Hours and free tables at the chosen time, opening hours, billing status (section 16.4), safety record and complaints, and, after an Event, a preference for the host Venue. Payments do not buy priority. We do not guarantee any number of Bookings, Guests, revenue or visibility.

3.4. NoChat is a technology and booking platform. We do not operate your Venue, do not employ or supervise your staff, and are not a party to any sale between you and a Guest.

4. Onboarding, approval and founding recruitment

4.1. You must give true, complete and current information: legal name, tax and VAT numbers, address, contact person, phone and email, opening hours, NoChat Hours, tables, photos, menu and Perk. NoChat may show buyers of Event tickets your legal name and address.

4.2. NoChat's administrator reviews every registration and may approve or reject it at its discretion, including for safety reasons or if the Venue does not meet the Safe Venue Standard (section 5.3). We may ask for documents (for example a registration certificate or licences). A Venue is not approved to go live until it has given NoChat a certificate of the insurance required by section 15.3. We give reasons for a rejection.

4.3. Founding recruitment. NoChat signs Venues before it launches in a City. Before the Launch Date, an approved Venue is prepared in the Panel but receives no Bookings, is not charged, and cannot publish Events. We tell you the planned Launch Date, and any change to it, in the Panel and by email.

4.4. You must complete your profile within 7 days of approval.

4.5. Menu upload. If you upload a menu PDF, it is read automatically by Google Vertex AI (Gemini) to create a list of items and prices. Automatic reading can make mistakes. You must check and correct the result in the Panel. You are solely responsible for the accuracy of the menu, prices and allergen information shown in the App. Do not include personal data (such as staff names or personal phone numbers) in the PDF.

5. Your obligations

5.1. Accurate listing. Keep your name, address, hours, NoChat Hours, tables, photos, menu, prices and Perk accurate. Pause NoChat Hours in the Panel when you cannot host.

5.2. Honour Bookings. Keep the reserved table available for the Booking time, seat NoChat Guests like any other guests with a reservation, and honour the Perk shown at the time the Booking was made. Bookings already made must be honoured even if routing is paused or this Agreement ends for billing reasons.

5.3. Safe Venue Standard.

1. Meetings take place in public, well-lit seating visible to staff; no private rooms or closed cabins for Bookings.
2. The Venue is open and staffed during all published NoChat Hours.
3. At least one staff member per shift has read the NoChat staff briefing.
4. If a Guest asks for help, staff move the Guest to a safe place, offer to call a taxi, or call emergency services (112).
5. No pressure to order alcohol; a non-alcoholic option for the Perk and any Event product must be available.
6. Do not tell anyone whether a named Guest is or was at the Venue.
7. Report any incident involving NoChat Guests to NoChat within 24 hours.

5.4. Staff conduct. You are responsible for your staff, contractors and anyone acting for you. They must treat Guests respectfully, and must not harass, discriminate against, or contact Guests outside the visit.

5.5. Compliance with law. You are solely responsible for complying with all laws that apply to your business, including: business registration and licences; food safety, hygiene and allergen information; alcohol licensing and sale rules, including checking the age of anyone served alcohol or admitted to an age-restricted Event; tobacco rules; fire safety, building and occupancy limits; health and safety at work; consumer protection, including complaint books and price display; tax, invoicing, cash-register and fiscal receipt obligations; employment law; noise; and advertising rules. NoChat does not supervise or check your compliance.

5.6. Non-discrimination. You do not refuse or treat NoChat Guests worse than other guests because they came through NoChat, or for a discriminatory reason.

6. Fees

6.1. Prices per City:

6.2. The per-meeting fee is charged for each Routed Meeting after the Free Period, less credits (section 7.3).

6.3. Taxes. Fees are exclusive of VAT and other taxes. Where the law of your country requires the Venue to account for VAT on services bought from a non-resident supplier (for example the reverse charge in the EU or in Turkey), the Venue is responsible for it. Invoices state "reverse charge" where it applies. If the law requires the Venue to withhold tax from a payment to Bitry LTD, the Venue pays an additional amount so that Bitry LTD receives the full fee, unless the law prohibits this, and gives Bitry LTD the withholding certificate.

6.4. Istanbul quarterly adjustment. On 1 January, 1 April, 1 July and 1 October, NoChat may adjust the Istanbul prices in line with the change in the Central Bank of the Republic of Türkiye USD/TRY buying rate since the last adjustment, rounded to a price ending in 9, and by no more than 15% per quarter. NoChat announces the new price in the Panel and by email at least 30 days before it applies. If you do not agree, you may cancel before it applies without any charge for the new period.

6.5. Other price changes. We may change fees with at least 30 days' notice by email or in the Panel. The change applies from the next billing period after the notice period. If you do not agree, you may cancel before the change takes effect. Any price lock we have agreed with you in writing takes priority.

7. Founding Free Period and credits

7.1. 90-day Free Period. Every Venue approved under this version receives a Free Period of 90 days. It starts on the Launch Date of the Venue's City, or on the date of approval if that is later. A delay of the Launch Date never shortens the Free Period.

7.2. During the Free Period both the subscription and the per-meeting fee are waived. Routed Meetings are recorded and shown in the Panel at zero value. Nothing is charged before the Launch Date.

7.3. End of the Free Period. You can add a payment method in the Panel at any time, including before launch. At the end of the Free Period billing starts automatically unless you cancel before it ends. We remind you before it ends.

7.4. Credits. No per-meeting fee is charged for a Routed Meeting that: (a) Users cancelled before the meeting time; (b) neither Guest attended, as shown by both Users' answers in the App or by your no-show mark in the Panel within 24 hours after the meeting time; or (c) could not take place because of NoChat's error. NoChat may cross-check marks against App data. Repeated false marking is a material breach. Credits appear as credit lines on the invoice and are not paid out in cash.

8. Invoicing and payment

8.1. Billing is handled through Stripe on Bitry LTD's account. Bitry LTD issues invoices: the subscription monthly in advance, and Routed Meetings monthly in arrears, with a usage report listing each Booking (date, time, status, credit reason). Guest names do not appear on invoices.

8.2. Payment is collected from the payment method you add in the Panel (card, or SEPA Direct Debit where offered), or is due within 14 days of the invoice date if the invoice is sent for payment.

8.3. Disputes. Tell us in writing within 14 days of the invoice date if you dispute an item, with reasons. Pay the undisputed part on time. An invoice not disputed within this period is treated as accepted, to the extent the law allows.

8.4. Failed or late payment. If a payment fails or is late, you have a 14-day grace period during which routing continues. After the grace period, no new Bookings are routed to the Venue until the amount is paid. We may charge late-payment interest at the statutory rate for commercial transactions in the Venue's country.

9. Events and ticketing

9.1. General. You may list Events in the Panel, only after the Launch Date of your City and subject to NoChat's approval. You are the organiser and the seller of the Event. You are solely responsible for its content, staffing, safety, capacity, access, licences, permits, the products included in the ticket, refunds, consumer law, food and alcohol rules, age checks, and any taxes, invoices and fiscal receipts on your sales. Event prices must be the same for all genders.

9.2. EU Cities (Stripe Connect).

1. To sell tickets you open and keep a Stripe account under Stripe's own terms, connected to NoChat. Stripe decides whether to accept your account.
2. Tickets are sold as direct charges on your Stripe account. You are the merchant of record. NoChat does not collect or hold ticket money.
3. NoChat's fee is 10% of the ticket price paid by the buyer (including any VAT), collected automatically as a Stripe application fee on each ticket. Stripe's processing fees are charged to your Stripe account and are borne by you. No booking fee is added to the buyer's price.
4. Refunds are made from your Stripe account. You must give a full refund when: you cancel or reschedule the Event; the minimum attendance you set is not reached; NoChat cancels or unpublishes the Event for safety reasons; a buyer cancels at least 48 hours before the start; or a buyer taps "I don't feel safe going" before the Event ends. When a ticket is refunded in full, NoChat returns its 10% fee on that ticket. Stripe fees that Stripe does not return stay with you.
5. Chargebacks and disputes are handled in your Stripe account and are your responsibility, unless caused by NoChat's error.

9.3. Istanbul (external ticketing).

1. You sell tickets yourself, through your own payment link or at the door, and issue the invoices or receipts the law requires. NoChat lists the Event and lets Users add a free in-app reservation, which is used for check-in.
2. Within 3 days after the Event you declare in the Panel the number of tickets sold.
3. Bitry LTD invoices you 10% of the ticket price multiplied by the greater of the number of checked-in reservations and the number of tickets you declared, through your Stripe billing account, with the next subscription invoice or as a separate invoice payable within 14 days. False declarations are a material breach.
4. You handle refunds under your published policy and the law. You must refund a buyer who cancels a reservation through "I don't feel safe going" before the Event.

9.4. Age checks. If an Event is 18+ or includes alcohol, you must check ID at the door and at the bar. A NoChat account is not proof of age.

9.5. Door data. At check-in you see the Guest's first name, last-name initial and main photo through a link that expires after a few minutes. You may use them only to check the ticket, and you must not copy or keep them.

10. Guest data

10.1. What you receive: Guest first name and last-name initial (e.g. "Leyla M."), Booking date and time, party size and the Perk; for Events, the check-in data in section 9.5. Nothing else.

10.2. Use only to seat the Booking, admit the Guest and apply the Perk.

10.3. Prohibited: contacting Guests outside the visit; adding them to marketing or loyalty lists; photographing or posting Guests; telling anyone who met whom; copying, exporting or selling the Booking list.

10.4. Confidentiality and access. Only staff who need the data may see it. Do not share the Panel login outside the Venue. Destroy any paper notes at the end of the day.

10.5. Incidents. Tell NoChat within 24 hours of any suspected unauthorised disclosure.

10.6. Requests. Forward to NoChat within 5 working days any request from a person about their data.

10.7. Roles. For the data you receive, and for ticket sales you make, you act as an independent controller (in Turkey, veri sorumlusu). You comply with the data protection law of your country in any case.

10.8. Your contacts' data. NoChat processes the names, phones and emails of your contact person and signatory under its Privacy Policy. You confirm that you have informed these people.

11. Intellectual property and logo licence

11.1. You grant NoChat a non-exclusive, royalty-free, worldwide licence to use your name, trademarks, logo, photos, menu and descriptions to list and promote the Venue in the App, the Panel, NoChat's website and social media and marketing, for the term of this Agreement and 30 days after it ends, and for materials already printed or published before the end.

11.2. You confirm that you own or have permission to use everything you upload and that it does not infringe anyone's rights.

11.3. The App, the Panel, the NoChat name and logo, and all related software belong to Bitry LTD. You may use the NoChat name, logo and table materials only as supplied by NoChat and only during the term.

12. Confidentiality

Each party keeps the other's non-public business information (including prices, volumes and this Agreement's commercial terms) confidential, except where disclosure is required by law or to professional advisers.

13. Disclaimers

13.1. The App, the Panel and the service are provided "as is" and "as available". To the fullest extent permitted by law, NoChat gives no warranty of any kind, including about volume, revenue, the Launch Date, availability, uninterrupted operation, or the accuracy of automated menu reading.

13.2. NoChat is not responsible for the conduct of Guests or other Users, including damage, theft, unpaid bills, disorder or no-shows. NoChat does not check Users' identity documents or background, and the Verified badge is not a guarantee of identity or conduct.

13.3. NoChat is not responsible for third-party services (including Google Firebase / Cloud, Vertex AI, MapTiler, Stripe, banks, and app stores).

13.4. The Venue bears all risks arising from its premises, food, drinks and other products, its staff and contractors, and its Events, including risks caused by Guests while they are at the Venue. NoChat does not supervise the Venue, Bookings or Events.

14. Limitation of liability

14.1. To the fullest extent permitted by law, NoChat is not liable for any indirect, incidental, special or consequential loss, or for loss of profit, revenue, business, goodwill, reputation or data, whatever the cause.

14.2. NoChat's total liability to the Venue for all claims arising from or related to this Agreement in any 12-month period is limited to the fees the Venue actually paid to NoChat in the 3 months before the event giving rise to the claim.

14.3. Nothing in this Agreement excludes or limits: liability for death or personal injury caused by negligence; liability for fraud or fraudulent misrepresentation; liability for wilful misconduct or gross negligence; or liability under data protection law that the law does not allow to be excluded or limited.

14.4. The Venue confirms that it had the opportunity to review these limits, that the fees reflect them, and that it can insure against the risks allocated to it (section 15.3).

15. Venue indemnity and insurance

15.1. The Venue indemnifies and holds harmless Bitry LTD, its directors, employees and contractors from all claims, losses, damages, fines, costs and legal costs (including reasonable lawyers' fees) brought by any third party (including Guests, ticket buyers, Users and authorities) arising from:

• (a) the Venue's premises, including accidents, injuries and lost or damaged property;
• (b) food, drinks and products, including food safety, contamination, allergens and food poisoning;
• (c) the acts or omissions of the Venue's staff and contractors;
• (d) Events, including their organisation, safety, capacity, content, cancellation and ticket sales;
• (e) the sale or service of alcohol and tobacco, and age checks;
• (f) ticket refunds, chargebacks, consumer claims and taxes on ticket sales under section 9;
• (g) breach of this Agreement, including section 10 (Guest data), or of any law, licence or permit;
• (h) content the Venue uploads, including infringement of third-party rights and inaccurate menus or allergen information.

15.2. This indemnity does not apply to the extent a loss is caused by NoChat's own intent or gross negligence. NoChat will tell the Venue promptly about a claim and cooperate reasonably.

15.3. Insurance (mandatory).

1. Before NoChat approves the Venue to go live, and for the whole term, the Venue must hold public / general liability insurance with a reputable insurer, covering its premises, food and drink, staff and Events.
2. Minimum cover per occurrence: €1,000,000 for Venues in Portugal or elsewhere in the European Union; ₺10,000,000 for Venues in Turkey; in any other country, the higher of the minimum required by local law and the local-currency equivalent of €1,000,000.
3. Bitry LTD must be named as an additional insured on the policy where the insurer allows it.
4. The Venue gives NoChat a certificate of insurance before approval to go live and at any time on request (by email until upload is available in the Panel).
5. The Venue keeps the policy in force for the whole term and tells NoChat within 5 days if the policy is cancelled, not renewed or reduced below the minimum.
6. Failure to comply with this section is a material breach. NoChat may suspend routing and Event listings immediately and terminate this Agreement (section 16.3).
7. The insurance is in addition to the Venue's indemnity in section 15.1, including NoChat's legal costs. It does not reduce the Venue's liability or NoChat's exclusions and limits in sections 13 and 14.

16. Term, suspension, termination and lapse

16.1. Term. This Agreement starts when you accept it and continues month to month until ended.

16.2. Cancellation by the Venue. You may cancel at any time in the Panel or in writing. Cancellation takes effect at the end of the current billing period, or immediately if you cancel before the end of the Free Period.

16.3. Suspension and termination by NoChat.

• NoChat may suspend routing or hide the Venue immediately if it reasonably believes there is a safety risk to Users, a breach of section 5.3, 5.5, 10 or 15.3 (including missing or lapsed insurance), a serious complaint, fraud (including false no-show marks or ticket declarations), or an order of an authority. NoChat gives the reasons in writing at the latest when the suspension takes effect.
• NoChat may terminate for material breach with written notice if the breach is not fixed within 10 days, or immediately if the breach cannot be fixed or is repeated.
• NoChat may terminate for convenience with 30 days' written notice, with reasons, or when it stops providing the service in the City.

16.4. Grace period and lapse for non-payment. After a failed or late payment: days 1–14, routing continues (grace period). From day 15, no new Bookings are routed and the Panel shows the Venue as paused until the amount is paid. If an amount is still unpaid 45 days after it was due, NoChat may terminate this Agreement by written notice. A terminated Venue may re-apply after paying all overdue amounts; any Free Period or price lock is not restored.

16.5. Effect of ending. The listing is removed; outstanding fees become due; Bookings and Events already sold must still be honoured, or refunded at your cost under section 9; you delete Guest data you hold; sections 8, 9, 10, 11.1 (30-day tail), 12–15, 17 and 19 continue to apply.

17. Governing law and disputes

17.1. The parties will first try to settle a dispute by negotiation for 30 days after written notice.

17.2. This Agreement is governed by the law of the country where the Venue is located, and disputes not settled are resolved by the courts below, which have exclusive jurisdiction:

17.3. Mandatory laws of the Venue's country on food, alcohol, fire safety, consumer protection and tax apply to the Venue's operations in any case.

18. Information for Venues in the European Union

For Venues established in the EU, NoChat provides this information under Regulation (EU) 2019/1150 on platform-to-business relations:

• Ranking: the main parameters for routing are in section 3.3. Payment does not influence routing.
• Restriction, suspension and termination: grounds and procedure are in section 16. You can reply to the reasons we give, and ask us to review the decision at connect@bitry.io.
• Changes: we give at least 30 days' notice of changes (section 19.3), and you can cancel before they apply.
• Data: you have access in the Panel to your listing, Bookings, usage, invoices and Event data. You do not receive Guest contact details. NoChat uses aggregated Booking data to run and improve routing.
• Differentiated treatment: NoChat does not offer its own venues and does not give any Venue preferential routing.
• Complaints: write to connect@bitry.io.

19. General

19.1. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (natural disaster, epidemic, war, government action including access blocks, power, internet or cloud-provider failure, cyber-attack), except payment obligations for services already provided.

19.2. Severability. If any provision is invalid or unenforceable, it is limited or removed to the minimum extent necessary, and the rest of this Agreement remains in force. The invalid provision is replaced by a valid one closest to its purpose.

19.3. Changes. NoChat may update this Agreement with 30 days' notice in the Panel or by email and will ask you to accept the new version in the Panel. If you do not agree, you may cancel before the change takes effect. Fee changes follow section 6.

19.4. Independent parties. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment or franchise. Neither party may bind the other.

19.5. Assignment. The Venue may not transfer this Agreement without NoChat's written consent. NoChat may transfer it to an affiliate or successor, including a local entity in the Venue's country, with notice.

19.6. Notices. To NoChat: connect@bitry.io and the registered office above. To the Venue: the email in the Panel.

19.7. Entire agreement. This Agreement and any written price-lock terms are the entire agreement on its subject.

20. Contact

BITRY LTD
Registered in England and Wales, company number 16107519
71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom
Email: connect@bitry.io