Venue Terms & Conditions (B2B)

Version: 1.7 – Pilot (June 2, 2026)

Minimum duration: 6 months, automatic renewal unless cancelled (30 days prior).

1. Subject Matter

This agreement regulates the Venue's membership in the PrenoPR Referral Program for the acquisition of customers through promoters and supervisors. PrenoPR provides: tracked links, QR codes, check‑in management, notifications, coupons, reports. The Venue maintains full autonomy and can use other channels (OTAs, social media, etc.).

2. Commissions and Invoicing

2.1 Base Commission

5% of the average receipt per validated customer (QR or verbal).

2.2 Invoicing Threshold

Invoicing threshold (pilot phase, first 3 months): only over €50 of monthly gross commissions. Upon exceeding, an invoice is issued for the entire amount accrued in the month.

2.3 Payment

Stripe Connect, within 15 days of the invoice.

3. Coupons and Benefits for Promoters/Supervisors

3.1 Nature and Usage

Consumption coupons, non-convertible into cash, 12-month expiration, to the bearer. The Venue accepts them without restrictions and without change.

3.2 Liability and Freedom of Assignment

The holder is free to assign (gift, sell, exchange) the coupon. PrenoPR neither prohibits nor encourages this, but declines liability for external transactions. The Venue is not required to verify the chain of assignments. It is forbidden to use the PrenoPR name/logo in sales advertisements without authorization. PrenoPR commits to mitigating fraudulent uses (monitoring, suspensions), without obligation of result.

3.3 Unilateral Modification – Prohibition

The Venue cannot modify the acceptance conditions after the coupons have been issued.

3.4 Venue Closure or Non-Compliant Behavior

PrenoPR is not responsible for the fate of the coupons. They are non-refundable. PrenoPR may (discretionally) activate mitigation measures with the Gamification Fund. The Venue must promptly communicate (within 7 days) events that could jeopardize the use of the coupons.

3.5 Direct Liability of the Venue towards Customers and Promoters

The Venue is liable for damages arising from failure to comply with the acceptance conditions. PrenoPR may seek recourse.

4. Venue Obligations

4.1 Bypass Prohibition – non-circumvention (24 months)
4.2 Tracking: dual mode (QR or verbal). Manual recording by the end of the evening.
4.3 Door Management: orderly flow, priority to PrenoPR customers (without absolute obligation).
4.4 Support and Conflict Resolution
4.5 Register of Verbal Check‑ins (30-day retention)
4.6 Compliance with Agreements towards Customers and Promoters: the Venue commits to respecting all conditions. Violations constitute a serious breach (suspension, recourse).

5. Duration and Renewal

Minimum duration 6 months. Automatic renewal for equal periods, unless cancelled with 30 days' notice. Early termination only for just cause.

6. Territorial Exclusivity (Optional)

Upon request, separate agreement.

7. Suspension and Termination

7.1 Warning

Minor violations

7.2 Temporary Suspension

Up to 30 days for serious violations (bypass, fake check‑ins, systematic coupon refusal)

7.3 Termination for Breach

After two suspensions or willful violation – loss of coupons, exclusion

7.4 Voluntary Withdrawal

Only after 6 months, with 30 days' notice.

8. Conflict Management – Escalation

3 levels: automatic, owner, platform

9. Anti‑MLM Clause

No compensation for recruitment.

10. Platform Limitation of Liability

PrenoPR is not liable for indirect damages, loss of opportunity, force majeure. Maximum liability limited to commissions paid by the Venue in the previous 12 months.

11. Official Communications

Email or WhatsApp Business API have legal value.

12. Contract Amendments

30 days' notice. Withdrawal without penalties if not accepted (but before 6 months, early termination penalties apply).

13. Applicable Law and Jurisdiction

Italian law. Exclusive jurisdiction: Milan.

Acceptance

The undersigned declares to have read, understood, and accepted these Terms and Conditions.

Date: _____________ Venue Stamp and Signature: _____________ Signature for PrenoPR: _____________