- TERMS AND INTERPRETATION
- These are the terms of supply ("Terms") under which Cult Wines Hong Kong Limited
(“CULT WINES”) supplies Assets and Services to Customers (in each case
as defined below) through www.wineinvestment.com/hk/
("website"). CULT WINES is a company registered in Hong Kong. CULT WINES’
company registration number is 2264715 and its registered office is at 20th Floor, Wah Hing
Commercial Building, 283 Lockhart Road, Wanchai, Hong Kong.
- 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 Securities and Futures Commission or any other regulatory
authority and your investment will not be covered by any 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
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, 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. 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
- If CULT WINES intends to make any other changes to these Terms, CULT WINES will notify the Customer
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 HONG KONG
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
- 5.5 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
- Any funds paid by the Customer to CULT WINES in respect of purchases of Assets:
will be fully refundable at the request of the Customer
- 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
- 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
- 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,
identifiable as the Customer’s property. Once the Customer has made payment for the Assets in full,
WINES will also provide the Customer’s sub-account code and relevant rotation numbers per Asset
- 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 be deemed to be included in the Customer’s CULT WINES account
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
- 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
- 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 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.
|Total Capital Investment
The Customer will pay to CULT WINES the Management Fee, set out in clause 9.3, per Year of the Gross Asset Value. 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 is payable in arrear. The Management Fee can
be invoiced monthly, quarterly or annually, depending on the customer's choice. The first such
Management Fee will be invoiced on or after the first day of year 2
for those paying annually. The first quarterly management fee will be invoiced on or after the first
day of month 4.
- 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
- 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:
CULT WINES will credit the balance of any such sale to the Customer’s account; and/or
- 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.
- 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
- 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
- Asset prices and Account Fees are stated in Hong Kong Dollars (HK$). However, the Customer may
request to pay in the following currencies: Pounds Sterling (GBP), United States Dollars (USD),
Euros (EUR), Swiss Francs (CHF), Hong Kong Dollars (HK$), Singapore Dollars (SGD) Canadian Dollar
(CAD), Mexican Peso (MXN) or Chinese Yuan (RMB).
- Any currency conversion required will be calculated in accordance with The Hongkong and Shanghai
Banking Corporation’s currency exchange rate as at the date of the invoice raised by CULT
- 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;
- 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
- 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.
- 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
- Delivery is deemed to take place:
- when the Asset arrives into the Storage Facility (or such other location agreed between the
- 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
- 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
- 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;
- will be subject to exclusions, limitations and other terms as set out in the policy terms
- 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.
- 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
- 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
- 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)
- If CULT WINES, through its own negligence or wilful misconduct or breach of these Terms,
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 will only use the Customer’s personal information as set out in the CULT WINES Privacy
Policy, a copy of which can be found
here and which is available on the CULT
- Either CULT WINES or the Customer may terminate this Agreement at-will with 30-days notice.
- 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;
- a petition is filed, a notice is given, a resolution is passed, an order is made, or any
other step is taken, for or in connection with the winding up of the Customer;
- an application is made to court, or an order is made, for the appointment of an
administrator or provisional liquidator, or a notice of intention to appoint an
administrator or provisional liquidator is given or an administrator or provisional
liquidator 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 and/or manager over all or any of the
assets of the
Customer or a receiver and/or manager is appointed over all or any of the assets of the
- the Customer (being an individual) is the subject of a bankruptcy petition, application or
- 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 20.1.9 (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 or 20.2:
- 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.
- 20.5 To exercise the right to cancel in Clause 20.4, the Customer must inform CULT WINES HONG KONG
LIMITED, 1001B-2, Kinwick Centre, 32 Hollywood Road, Central, Hong Kong, Tel: +852 2818 0899, 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 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
- 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.
- 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
- 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
- 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.
- If CULT WINES does 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.
- 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:
- (a) delivered by hand or by pre-paid first-class post or registered post or other
next working day delivery service (in the case of delivery to a place in Hong Kong)
or by airmail (in the case of delivery to a place outside of Hong Kong) at its
registered office (if a company) or its principal place of business (in any other
- 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 or registered 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 airmail, at 9.00am (Hong Kong time) on the fifth 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.
21.8 These Terms are governed by and construed in accordance with the laws of Hong Kong and the
parties hereto irrevocably submit to the non-exclusive jurisdiction of the Hong Kong Courts as
regards any claim or matter arising under these Terms.
- CONTACTING US
- If the Customer has any questions regarding these Terms, the Customer may contact the CULT WINES
team at 200 Park Avenue South, Suite 1116, New York, New York, 10003, Tel: +1 (914) 401 8417, Email:
- 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 New York, New York.
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 New York, New
- “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
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
behalf of CULT WINES;
- “Gross Asset Value” means the total value of the Customer’s Assets held in theirAccount from time to
- “In-Bond Facility” means a customs-controlled bonded warehouse for the retention of imported goods
duty owed is paid;
- “Initial Capital Investment” means the first Capital Investment made by the Customer under the
- “Initial Investment Date” means the date on which CULT WINES receives the Initial Capital Investment
- “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
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 clause 9.7, as applicable and on
- “Month” means the period of one month following the Initial Investment Date, and each successive one
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
- “Services” means Account Services, storage, delivery and other services provided or performed by CULT
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
- “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