Investment Terms & Conditions
- TERMS AND INTERPRETATION
- These are the terms of supply ("Terms") under which Cult Wines Limited (“CULT WINES”) supplies Assets and Services to Customers (in each case as defined below) through www.wineinvestment.com ("website"). CULT WINES is a company registered in England and Wales. CULT WINES’ company registration number is 6350591 and its registered office is at Clockwork Building, 45 Beavor Lane, London W6 9AR. CULT WINES’ registered VAT number is VAT No. GB 129 9514 84.
- The supply of Assets and Services by CULT WINES is in all cases subject to these Terms. No person acting or purporting to act on behalf of CULT WINES has any authority to waive, add to or vary these Terms, unless the waiver, addition or variation is in writing and signed by a duly authorised representative of CULT WINES.
- CULT WINES is not regulated by the Financial Conduct Authority and your investment will not be covered by the Financial Services Compensation Scheme. Customers should carry out their own due diligence before committing to an investment.
- Capitalised terms, which are not otherwise defined in these Terms, will have the meaning given to them in Clause 23.
- ACCOUNT OPENING
- A Customer must be at least 18 to open an Account.
- In order to create an Account with CULT WINES you will need to first submit an Account Opening Request through the CULT WINES website.
- Customer will be taken through a series of questions and will be required to provide information in order to determine investment objectives and investment risk tolerance, as described on the website ("Objectives").
- By submitting an Account Opening Request you agree to be bound by these Terms.
- CULT WINES may accept or reject an Account Opening Request in its sole discretion.
- Acceptance of the Customer’s Account Opening Request will take place when CULT WINES informs the Customer that it accepts it, at which point a contract will come into existence between CULT WINES and the Customer governed by these Terms (the “Contract”).
- If CULT WINES does not accept the Customer’s Account Opening Request, CULT WINES will inform the Customer of this. This might be, for example because there is an error in the details provided in the Account Opening Request or you have failed any age verification or other checks.
- ACCOUNT SERVICES
- CULT WINES will make sell or buy recommendations of Assets to the Customer in order to reflect Customer's Objectives. CULT WINES buys and sells Assets from and to third parties on behalf of Customer in accordance with clause 3.3, consulting the Customer as described on the website. All sell and buy recommendations will require the explicit authorisation of the Customer before execution.
- CULT WINES uses automated decision making powered by artificial intelligence to provide some the Account Services. You can find out more about this on the CULT WINES website here.
- The Customer hereby appoints CULT WINES as its agent for the duration of the Contract and authorises CULT WINES to do any acts it may consider necessary or desirable in order to facilitate the sale or purchase of Assets (whether by auction, private bargain or otherwise) on behalf of the Customer in order to perform the Account Services. Unless otherwise agreed in writing by the parties, CULT WINES will obtain the Customer’s approval (either verbal or written) prior to executing any sale or purchase of Assets on behalf of the Customer.
- OUR RIGHTS TO MAKE CHANGES TO THE CONTRACT
- CULT WINES may make minor changes to these Terms to reflect changes in relevant laws and regulations.
- If CULT WINES intends to make any other changes to these Terms, CULT WINES will notify the Customer 14 days in advance and the Customer will have a right to terminate the Contract before the changes take effect and any Assets paid for but not delivered to the Storage Facility will still be processed in accordance with the existing terms.
- To exercise the right to terminate in Clause 4.2, the Customer must inform CULT WINES LIMITED in writing at [email protected].
- The Customer will be deemed to have accepted the Terms as amended if the Customer:
- continues to place any Orders with CULT WINES or otherwise use the Account Services; or
- does not otherwise notify CULT WINES within the 14 day period that they wish to exercise the right of termination under Clause 4.2.
- CUSTOMER ORDERS
- The Customer must be aged 18 years or older to place an Order. It is illegal for CULT WINES to sell alcohol to anyone under the age of 18.
- CULT WINES will make recommendations and suggestions for particular Assets for Customer to purchase. Customer is also able to make particular requests for Assets and CULT WINES will confirm whether such Assets are available in accordance with clause 5.5 and 5.6.
- Once Customer has decided on a particular purchase of Assets, they will need to place an order with CULT WINES to purchase Assets on their behalf (an “Order”) in accordance with these Terms. Orders can be placed via the website, including mobile apps or by email or telephone.
- CULT WINES may accept or reject an Order placed by Customer in its sole discretion. Acceptance by
CULT WINES of an Order will take place when CULT WINES confirms the Order:
- verbally or by telephone; or
- in writing, by post or email to the Customer
- If CULT WINES rejects any Order, CULT WINES will inform the Customer of this. This might be, for example, because there is not a suﬃcient quantity of Assets available to CULT WINES to purchase or the terms upon which such Assets are available are not acceptable to CULT WINES, in its sole discretion.
- Any funds paid by the Customer to CULT WINES in respect of purchases of Assets:
- where CULT WINES are unable to source and purchase the ordered Assets at the price agreed with the Customer; or
- which have not been fully expended on the purchase of Assets and which remain on account,
- AMENDING ORDERS
- The Customer should inform CULT WINES if the Customer wants to make a change to an Order. CULT WINES may accept or reject such a request at its discretion. CULT WINES will inform the Customer of whether the change is possible. If the change is possible, CULT WINES will inform the Customer about any changes to the prices or anything else which would be necessary as a result of the requested change. The Customer will then be asked to confirm the change.
- CULT WINES may make minor changes to the Assets or Services to reflect changes in relevant laws and regulations.
- If CULT WINES intends to make any other changes to the Assets or Services, CULT WINES will notify the Customer in advance and the Customer will have a right to cancel the relevant Order before the changes take effect and receive a refund for any Assets paid for but not delivered to the Storage Facility.
- TITLE, RISK AND DOCUMENTATION
- Title to the Assets passes to the Customer on the later of
- delivery of the Assets to the Storage Facility (or other agreed location); and
- the date payment for those Assets has been made in full by the Customer.
- Assets that are delivered to a CULT WINES Storage Facility will be the responsibility of CULT WINES
unless and until the Assets are sold, or delivered to or made available to:
- the Customer (or a third party nominated by the Customer); or
- a carrier organised by the Customer.
- On delivery to the Storage Facility the Customer’s Assets will be held in a named sub-account, clearly identifiable as the Customer’s property. Once the Customer has made payment for the Assets in full, CULT WINES will also provide the Customer’s sub-account code and relevant rotation numbers per Asset through the website.
- Title to the Assets passes to the Customer on the later of
- TRANSFERRING ASSETS
- The Customer may request to transfer External Wine Stock to CULT WINES, to be managed by CULT WINES
and stored at the Storage Facility. If CULT WINES accepts in writing a request for such a transfer:
- the External Wine Stock will deemed to be included in the Customer’s CULT WINES account from the date on which the External Wine Stock is delivered to the Storage Facility;
- the value of the External Wine Stock will be based on Liv-ex and calculated as at the date on which CULT WINES accepts such a transfer in writing;
- the value of the Customer’s External Wine Stock will be added to the Customer’s Total Capital Investment;
- CULT WINES will perform the Services under these Terms in respect of any transferred External Wine Stock from the date on which the External Wine Stock is delivered to the Storage Facility; and
- the Customer will pay to CULT WINES any applicable ongoing Account Fees in respect of the External Wine Stock.
- Customer acknowledges that some or all of the External Wine Stock will be sold as part of the Services as described on the website. When Assets are sold in accordance with these Terms they will no longer form part of the Customer's Assets. The funds paid by the third party buyer of those Assets will be applied to the Customer's Account until used to buy further Assets in accordance with these Terms.
- The Customer may request to transfer External Wine Stock to CULT WINES, to be managed by CULT WINES and stored at the Storage Facility. If CULT WINES accepts in writing a request for such a transfer:
- PAYMENTS AND FEES
- The Customer will pay CULT WINES in full for Assets ordered, together with any taxes or expenses
payable by the Customer under these Terms, at the time of placing an Order. Payment will be made by
bank transfer or in such other form as CULT WINES agrees with the Customer from time to time. The
price payable by the Customer for the purchase of any Assets ordered by the Customer and supplied by
CULT WINES will be:
- the purchase price quoted by CULT WINES at the time the Customer places the Order;
- such other price as CULT WINES may advise to and agree with the Customer at or before the time CULT WINES accepts the Customer’s Order.
- The Customer will pay CULT WINES the applicable Account Fees (inclusive of VAT) set out in clause 9.3 and 9.4, within 30 days of the date of the invoice issued by CULT WINES.
- Capital Investments will be subject to management fees at the levels set out below.
- The Management Fee will also include any applicable storage fees in respect of any Assets held in the Storage Facility on Customer's behalf, as set out on the CULT WINES website.
- The Management Fee will be calculated Monthly and will accrue as a debit on a customer’s account throughout the investment term. Any outstanding balance of fees that have accrued will be offset against any funds held on the customer’s account on a monthly basis. Any transactions on the customer’s account throughout the year, will in the first instance offset fees automatically before any other transactions can take place. On the first day of the annual anniversary of the account opening, if a customer has outstanding fees they will be sent a statement detailing any owed fees, this will be payable within 30 days of the date of the invoice issued by CULT WINES through direct payment.
- If the Customer does not make any payment to CULT WINES by the due date CULT WINES may charge interest to the Customer on the overdue amount at the rate of 3% a year above the base lending rate of the Bank of England from time to time. This interest will accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer will pay CULT WINES interest together with any overdue amount.
- Without affecting any other rights or remedies CULT WINES might have by law or in these Terms, if
the Customer does not make a payment in full when it is due and still does not make full payment
within 30 days of CULT WINES reminding the Customer in writing that it is overdue, CULT WINES may
- keep some or all of the Customer’s Assets until the Customer has paid any outstanding amounts due;
- sell some or all of the Customer’s Assets, on the Customer’s behalf, to cover the amounts
owed. From the proceeds of such sale CULT WINES will deduct:
- the amount the Customer owes to CULT WINES; and
- the costs of sale, and
- cancel any outstanding Order placed by the Customer and apply any amount paid in respect of such Order to the payment of amounts owing to CULT WINES.
- If the Customer thinks an invoice is wrong, the Customer will promptly inform CULT WINES. The Customer will not have to pay any interest under Clause 9.6 in respect of the disputed amount until the dispute is resolved. After the dispute is resolved CULT WINES will charge interest on correctly invoiced sums from the original due date.
Total Capital Investment Management Fee From £10,000 2.95% From £25,000 2.75% From £100,000 2.50% From £500,000 2.25% From £1,000,000+ 2.00%
- The Customer will pay CULT WINES in full for Assets ordered, together with any taxes or expenses payable by the Customer under these Terms, at the time of placing an Order. Payment will be made by bank transfer or in such other form as CULT WINES agrees with the Customer from time to time. The price payable by the Customer for the purchase of any Assets ordered by the Customer and supplied by CULT WINES will be:
- Valuations of the Customer’s Assets will be available through the CULT WINES online management portal. Prices are provided independently by Liv-ex on a daily basis.
- For the purpose of the calculation of the Account Fees or any other valuation under this Contract, unless expressly stated otherwise in the Contract, CULT WINES will use the ‘Liv-ex Benchmark Market Price’.
- A copy of the valuation used and the methodology will be available upon request. To the extent that there is an increase in CULT WINES’ costs associated with the supply of the Assets or the provision of the Services, CULT WINES may increase the related Account Fees to account for such increase in costs. CULT WINES will notify the Customer of any proposed increase to the Account Fees in accordance with Clause of these Terms. If Customer does not agree with any proposed increase, they are entitled to terminate these Terms in accordance with the provisions in clause 4.
- CULT WINES takes all reasonable care to ensure that the price of the Assets advised to the Customer
are correct. However, if CULT WINES discovers an error in the price of the Assets ordered:
- where the correct price of the Assets at the Order date is less than CULT WINES stated price at the Order date, CULT WINES will charge the lower amount; and
- if the correct price of the Assets at the Order date is higher than the price stated at the Order date, CULT WINES will contact the Customer for instructions before processing the Order.
- Asset prices and Account Fees are stated in Pounds Sterling (GBP). However, the Customer may request to pay in the following currencies: Pounds Sterling (GBP), United States Dollars (USD), Euros (EUR), Swiss Francs (CHF), Hong Kong Dollars (HKD), Singapore Dollars (SGD) Canadian Dollar (CAD), Mexican Peso (MXN) or Chinese Yuan (RMB).
- Any currency conversion required will be calculated in accordance with HSBC Bank’s currency exchange rate as at the date of the invoice raised by CULT WINES.
- TAXES AND EXPENSES
- Taxes, levies and duties, including VAT, which apply to the supply of any Asset or the performance
of any Service:
- will be the responsibility of CULT WINES, if the price at which CULT WINES supplies such Asset or Service is expressed to be inclusive of the particular taxes, levies and duties; and
- in every other case, will be responsibility of the Customer.
- The Customer must pay on demand CULT WINES in full for:
- any agent’s fees, costs of handling and delivery or other expenses incurred as a result of delivery of any Asset to an address other than the Storage Facility where requested by the Customer; and
- any taxes, levies and duties, including VAT, which are to be borne by the Customer under Clause 12.1, together with any ﬁne, penalty or interest paid or payable by CULT WINES because of a default by the Customer in paying such amounts.
- Capital Gains Tax rules and potential tax liability on profits from fine wine differ depending on the Customer’s location and the applicable jurisdiction. CULT WINES advises Customers to speak with a tax advisor prior to submitting the Account Opening Request or an order, in order to understand their tax liability. CULT WINES will not be responsible for any such taxes payable by the Customer in any jurisdiction.
- Taxes, levies and duties, including VAT, which apply to the supply of any Asset or the performance of any Service:
- All Assets ordered by a Customer will be delivered into the Storage Facility unless the Customer requests an alternative delivery location in their Order and CULT WINES accepts this request location.
- Delivery is deemed to take place:
- when the Asset arrives into the Storage Facility (or such other location agreed between the parties); or
- where the Asset is already in stock at CULT WINES’ Storage Facility, once payment for the Assets has been received in full from the Customer by CULT WINES; or
- in respect of Assets purchased En Primeur, when the Assets are delivered to CULT WINES’ Storage Facility (or such other location agreed between the parties) noting that this will only take place once the Assets have been released by the producer; or
- in respect of Assets purchased for collection, when the Assets leave CULT WINES’ Storage Facility or other CULT WINES’ premises.
- CULT WINES will deliver the Assets to the Storage Facility or at such other agreed location as soon as reasonably possible after the day on which CULT WINES accepts the Customer’s Order. No warranty is given by CULT WINES that the Assets will be delivered on or by a specific date. However, the Assets will be recorded against the Customer’s account as soon as the Customer has paid the relevant invoice.
- Subject to Clause 12.2.1, the costs of delivery are included in the prices quoted for the Assets.
- If CULT WINES supply of the Assets is delayed by an event outside of its control then CULT WINES will contact the Customer as soon as possible and will take steps to minimise the effect of the delay. CULT WINES will not be liable for delays caused by the event outside of its control.
If, following acceptance of an Order, any Asset speciﬁed therein becomes unavailable for any reason,
CULT WINES will use reasonable endeavours to oﬀer an alternative Asset to the Customer. CULT WINES
will refund to the Customer:
- the diﬀerence between the amount paid for the unavailable Asset and any alternative Asset which the Customer agrees to purchase; or
- the amount paid in respect of the unavailable Asset, if the Customer does not choose to purchase the alternative Asset.
- Any additional amount payable in respect of an alternative Asset under clause 13.6.1 must be paid by the Customer at the time of agreeing to purchase the alternative Asset.
- STORAGE AND COLLECTION
- Assets delivered into the Storage Facility will be stored until they are sold (by CULT WINES acting on behalf of Customer as agent) or the Customer requests their collection or delivery from the Storage Facility. The Assets will always be marked as the Customer whilst stored in the Storage Facility.
- The Customer will give CULT WINES at least 3 Business Days’ notice of an intention to remove any Assets from the Storage Facility, whether by collecting the Assets or by requesting delivery of the Assets to the Customer or to an address nominated by the Customer. Following collection or loading into the transport vehicles, the Assets will cease to be part of the relevant Customer account and CULT WINE will no longer be required to provide further Services in respect of the relevant Assets.
- The Customer will, in any notice given under Clause 14.1 specify the particular Assets to be collected and the details of the person collecting the Assets on behalf of the Customer. CULT WINES is under no obligation to make Assets available for collection from the Storage Facility until the Customer has paid to CULT WINES all amounts owing to CULT WINES (and/or the Storage Facility) in respect of purchase of the Assets, their storage and any other amounts then owing to CULT WINES by the Customer. If CULT WINES makes the Assets available for collection by the Customer (or by a person who CULT WINES reasonably believes to be authorised by the Customer to collect the Assets), the costs of such collection will be the sole responsibility of the Customer. Risk in the Assets will pass to the Customer on loading of the Assets into transport vehicles at the Storage Facility.
- CULT WINES may agree to deliver the Assets to the Customer or to an address nominated by the Customer on removal from the Storage Facility. The costs of sending the Assets will be the sole responsibility of the Customer. Where CULT WINES arranges to deliver the Assets to the Customer or to an address nominated by the Customer, risk in the Assets will pass to the Customer at the point of delivery to the agreed address.
- On removal from the Storage Facility, any applicable VAT and duties will be invoiced by CULT WINES and payable by the Customer to CULT WINES, unless the Assets are being transferred directly to another In-Bond Facility.
- CULT WINES will take out and maintain a policy of insurance which covers the Assets for their
declared replacement value against the risks of physical loss, destruction and damage, at all times
from actual receipt of the Assets into the Storage Facility until they are made available for
collection or dispatched in accordance with Clause 14. Such
policy of insurance:
- will be subject to maximum limits in the aggregate and for each loss or series of losses; and
- will be subject to exclusions, limitations and other terms as set out in the policy terms of supply.
- On request from the Customer, CULT WINES will promptly provide to a Customer, on whose behalf CULT WINES holds or has at any time held Assets in the Storage Facility, a copy of the terms of supply of the insurance policy taken out pursuant to Clause 15.1.
- The liability of CULT WINES to the Customer in respect of any Assets insured pursuant to Clause 15.1 is limited to the proceeds actually recovered by CULT WINES under such policies of insurance.
- In the case of an insurance claim involving property of more than one Customer of CULT WINES, the liability of CULT WINES to the Customer in respect of any Assets insured will be a pro-rata amount of the insurance proceeds recovered (less the expenses referred to in Clause 15.3) proportionate to the value of the property of the Customer which has been lost, destroyed or damaged versus the value of all property which has been lost, destroyed or damaged.
- CULT WINES will take out and maintain a policy of insurance which covers the Assets for their declared replacement value against the risks of physical loss, destruction and damage, at all times from actual receipt of the Assets into the Storage Facility until they are made available for collection or dispatched in accordance with Clause 14. Such policy of insurance:
- SALE AND LIQUIDATION
- The Customer may ask CULT WINES at any time after the delivery date referred to in Clause 13 to value the Assets and to arrange for the sale of the Assets on the Customer’s behalf, provided the Customer gives CULT WINES at least 30 days’ written notice. In doing so, the Customer appoints CULT WINES as their agent and authorises CULT WINES to perform any acts it may consider necessary or desirable in order to facilitate such a sale, whether by auction, private bargain or otherwise.
- CULT WINES will use reasonable endeavours to sell the Asset at the best price obtainable within the agreed timeframe upon receiving instructions from the Customer to sell. Prior to any sale requested under Clause 16.1, CULT WINES will agree with the Customer a minimum or reserve price they will accept.
- CULT WINES does not charge fees or commissions for the sale of the Asset on Liquidation. However, expenses may be incurred and payable by the Customer if the Asset is sold through a third party such as an auction house.
- Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.
- Notwithstanding Clause 17.1, the Customer acknowledges that the nature of the Assets is such that
CULT WINES cannot and does not warrant:
- the quality, drinkability, fitness for purpose or freedom from defect or deterioration of the Assets at any time, in so far as it does not relate to the negligence or wilful misconduct of CULT WINES; or
- the market value or appreciation in value of the Assets.
- CULT WINES is not liable for business losses and only supplies Assets for domestic and private use. If the Customer uses the Assets for any commercial, business or re-sale purpose, CULT WINES will have no liability for loss of profit, loss of business, business interruption or loss of business opportunity.
- Subject to Clause 17.1 and 17.5 and to the extent permitted by law, CULT WINES’ total liability to Customer under these Terms shall be limited in the aggregate, in respect of each 12-month period calculated from the date the Customer opened their Account (each a "Contract Year"), to the lower of: (a) the total Fees paid by Customer under these Terms during such Contract Year; and (b) £100,000.
- If CULT WINES, through its own negligence or wilful misconduct or breach of these Terms, causes loss or damage to Customer's Assets, CULT WINES may be responsible to the Customer for reasonably foreseeable loss and damage up to the cost of replacing the Assets, or re-supplying equivalent products, or paying to the Customer a sum equivalent to the cost of such replacement or re-supply. CULT WINES will not be responsible for any loss or damage that is not reasonably foreseeable.
- During the term of the Contract each party will keep confidential the Confidential Information of the other party and will use the other party’s Confidential Information solely for the purpose of performing its obligations and exercising its rights under the Contract. Neither party will divulge to any third party any Confidential Information and will restrict disclosure of the same to its employees who need to know it in furtherance of the above purpose.
- These obligations above will not apply to Confidential Information which:
- was already or becomes generally available and in the public domain at the time the Confidential Information was made available, without breach of these Terms; or
- was already demonstrably known to the other party before it was first provided to the other party under these Terms.
- Nothing will prevent either party from disclosing Confidential Information of the other, where they are under an obligation to do so by law.
- PERSONAL INFORMATION
- CULT WINES may terminate the Contract immediately without notice if:
- the Customer is in breach of these Terms;
- the Customer does not make any payment when it is due and still does not make payment within 30 days of CULT WINES reminding the Customer that payment is due;
- the Customer does not, within a reasonable time of CULT WINES asking for it, provide information that is necessary for CULT WINES to provide the Assets or Services;
- the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
- an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Customer (being a company);
- the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
- a person becomes entitled to appoint a receiver over all or any of the assets of the Customer or a receiver is appointed over all or any of the assets of the Customer;
- the Customer (being an individual) is the subject of a bankruptcy petition, application or order;
- any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which the Customer is subject that has an effect equivalent or similar to any of the events mentioned in Clauses 20.1.4 to 20.1.8 (inclusive);
- the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation.
- If CULT WINES terminates the Contract in the situations set out in Clause 20.1:
- CULT WINES will refund any money the Customer has paid in advance for Assets that have not yet been Delivered but CULT WINES may deduct or charge the Customer compensation for the costs it will incur as a result of the Customer breaching these Terms; and
- the Customer will, at its own cost, remove its Assets from the Storage Facility, either by collecting the Assets or arranging the transfer of its Assets to another In-Bond Facility, within 30 days of the date of termination.
- Where the Customer is an individual not acting for the purposes of a business, the Customer has a
right to cancel an Order without any reason. The Customer can do this by sending CULT WINES a
written notice of cancellation within:
- 14 days from initial delivery of the Assets by CULT WINES to the Storage Facility (or alternative agreed location); or
- in respect of En Primeur, within 14 days of the Order date.
- To exercise the right to cancel in Clause 20.4, the Customer must inform CULT WINES LIMITED, Clockwork Building, 45 Beavor Lane, London W6 9AR, Tel: +44(0)207 1000 950, Email: [email protected] of the Customer’s decision to cancel the Order by a clear statement (e.g. a letter sent by post, fax or e-mail).
- If the Customer cancels an Order under Clause 20.4 within the 14 day cancellation period, any money that has been paid to CULT WINES in respect of that Order including the Asset price will be returned to the Customer. CULT WINES will make the reimbursement without undue delay, and not later than 14 days after the day on which CULT WINES is informed about the Customer’s decision to cancel the Contract.
- CULT WINES will make any such reimbursement using the same means of payment as the Customer used to make payment to CULT WINES, unless the Customer has expressly agreed otherwise; in any event, the Customer will not incur any fees as a result of the reimbursement.
- CULT WINES may terminate the Contract immediately without notice if:
- Transferring the Contract. CULT WINES may transfer its rights and obligations under these Terms to another organisation. CULT WINES may also use subcontractors to help it provide the Assets and Services. The Customer may only transfer the Customer’s rights or obligations under these Terms to another person if CULT WINES agree to this in writing.
- The Contract and documents referred to in it are the entire agreement and understanding between CULT WINES and the Customer and supersedes any previous agreement between them. CULT WINES explicitly rejects any terms and conditions of the Customer. No other terms will apply to this Contract other than those set out in these Terms or agreed by CULT WINES and the Customer in writing.
- Events outside of CULT WINES’ control. If CULT WINES cannot fulfil its obligations under the Contract because of an event outside of its control then CULT WINES will contact the Customer as soon as possible and will take steps to minimise the effect of the event. CULT WINES will not be liable for obligations it cannot fulfil because it is prevented from doing so by the event outside of its control.
- Rights of third parties. This Contract is between the Customer and CULT WINES. No other person will have any rights to enforce any of its terms. Neither the Customer nor CULT WINES will need to get the agreement of any other person in order to end the Contract or make any changes to these Terms.
- 21.5 Each of the provisions of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining provisions will remain in full force and effect. We will then use all reasonable endeavours to replace the invalid or unenforceable terms by a valid provision, the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
- 21.6 If CULT WINES do not insist immediately that the Customer does anything the Customer is required to do under these Terms, or if CULT WINES delays in taking steps against the Customer in respect of the Customer breaking this Contract, that will not mean that the Customer does not have to do those things and it will not prevent CULT WINES from taking steps against the Customer at a later date. For example, if the Customer misses a payment and CULT WINES do not chase the Customer but continues to provide the Assets, CULT WINES can still require the Customer to make the payment at a later date.
- 21.7 All communications in relation to these Terms will be in writing and will be sent by mail or by
email to the person being served at the relevant address, as may be notified from time to time.
- Notices or other communications given under or in connection with these Terms will be
in writing and will be:
- delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
- in the case of notices or communications sent to CULT WINES, by email to [email protected] and in the case of notices or communications to the Customer, by email to the address specified in the Account Opening Request.
- Subject to Clause 21.7.3, any notice or communication will be deemed to have been
- if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
- if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 21.7.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
- Instructions from the Customer to CULT WINES regarding Asset purchases or Liquidation of Assets will not be deemed to have been received or processed until CULT WINES confirms receipt of such instructions to the Customer.
- Notices or other communications given under or in connection with these Terms will be in writing and will be:
- These Terms are governed by English law and the parties can bring legal proceedings in respect of the Assets or Services in the English courts.
- Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without having to go to court. If the Customer is based in the UK or EU and is not happy with how CULT WINES have handled any complaint, the Customer may want to submit the dispute for resolution to the European Commission Online Dispute Resolution platform online.
- CONTACTING US
- If the Customer has any questions regarding these Terms, the Customer may contact the CULT WINES team at Clockwork Building, 45 Beavor Lane, London W6 9AR, Tel: +44(0)207 1000 950, Email: [email protected]
- If CULT WINES has to contact you it will do so by telephone or by writing to you at the email address or postal address provided in the Account Opening Request.
- DEFINITIONS AND INTERPRETATION
- In these Terms:
- any phase introduced by the terms “including”, “includes” or “for example” or any similar expression will be construed as illustrative and will not limit the meaning of the words preceding those terms;
- a reference to writing or written includes email;
- a reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established; and
- any reference to a time refers to the time in London, UK.
- In these Terms:
In these Terms the following deﬁnitions apply:
- "Account" means an account created by Customer with CULT WINES in accordance with these Terms;
- “Account Fees” means the fees payable by the Customer for the Services;
- “Account Opening Request” means the application form on the website completed by the Customer and submitted to CULT WINES to open an Account;
- “Account Services” means either the services provided by CULT WINES in connection with managing the Customer's Account, more particularly described on the website;
- “Assets” means: (a) any wine or other goods of any kind offered by CULT WINES to a Customer under the Contract, (b) any wine or other goods of any kind held by CULT WINES for and on behalf of Customer, including any External Wine Stock;
- “Business Day” means any day other than a Saturday, Sunday or public holiday in the United Kingdom;
- “Capital Investment” means:
- the amount paid from time to time by the Customer to CULT WINES for the purchase of Assets under the Contract, excluding any Account Fees; plus
- the value of any External Wine Stock added by the Customer under Clause 8, as at the date of valuation under Clause 10;
- “Confidential Information” means the terms of the Contract between the parties and any and all information in any form whatsoever (written, oral, digital, physical, explicit, implicit) which is identified and/or marked as confidential, which derives value to CULT WINES from being confidential or which would be regarded as confidential by a reasonable person including, without limitation, information pertaining to the organisation, set-up, business, finances and customers of CULT WINES;
- “Customer” means the customer stated on the Account Opening Request;
- "Customer Objectives" as defined in clause 2.3;
- “En Primeur” means wine still in the barrel when purchased;
- “External Wine Stock” means the Customer’s existing external wine stocks, which are not stored by or on behalf of CULT WINES;
- “Gross Asset Value” means the total value of the Customer’s Assets held in theirAccount from time to time;
- “In-Bond Facility” means a customs-controlled bonded warehouse for the retention of imported goods until the duty owed is paid;
- “Initial Capital Investment” means the first Capital Investment made by the Customer under the Contract;
- “Initial Investment Date” means the date on which CULT WINES receives the Initial Capital Investment from the Customer;
- “Liquidation” means either:
- the sale of Assets under the Contract, by or on behalf of the Customer; or
- the removal of Assets by or on behalf of the Customer from the Customer’s account in accordance with the Contract, and “Liquidate” will be construed accordingly;
- “Liv-ex” means Liv-ex Ltd, the independent ﬁne wine exchange and wine trade price database;
- “Management Fee” means the management fee set out in clause 9.4 and on the website;
- “Month” means the period of one month following the Initial Investment Date, and each successive one month period thereafter (so, if the Initial Investment Date is 5 January, the first Month will end at midnight on 4 February and the second Month would end at midnight on 4 March);
- “Net Asset Value” means the Gross Asset Value minus any Management Fee paid by the Customer under the Contract in respect of the relevant Month or Year;
- “Order” means an order placed by (or on behalf of) the Customer to purchase Assets from CULT WINES;
- “Realised Value” means the actual price received on the sale of Assets by CULT WINES acting on behalf of the Customer;
- “Services” means Account Services, storage, delivery and other services provided or performed by CULT WINES for a Customer under these Terms;
- “Storage Facility” means a suitable government bonded warehouse facility for storage of the Assets as determined from time to time by CULT WINES in its discretion, currently Vine International Limited;
- “Terms” means these terms of supply as varied from time to time in accordance with Clause 4;
- “Total Capital Investment” means
- the Customer’s total Capital Investment during the term of the Contract; minus
- any such Capital Investment (excluding any growth) that has been returned to the Customer under the Contract (as part of Liquidation or otherwise);
- “Transfer Fee” means the transfer fee described in clause 8.1.5;
- “Unit” means a case of bottles of wine which may (for example) be 1,3, 6 or 12 bottles, as defined at time of purchase;
- “VAT” means Valued Added Tax or similar or equivalent sales tax;
- “Year” means the 12 month period after the Initial Investment Date, and every successive 12 month period thereafter.