Parties

Cloakroom Reserve Pty Ltd ACN [insert], trading as Cloakroom Reserve, of Unit 3/ 55 Gawler Place, Adelaide, SA, 5000, holder of South Australian Packaged Liquor Sales Licence No. [57713159]
“Cloakroom Reserve”, “we”, “us” or “our”

and

[Seller full legal name submitted in schedule 3] of [address submitted in schedule 3]
“Consignor”, “Seller”, “you” or “your”

Together, the Parties.

1. Background

1.1 Cloakroom Reserve operates a private, licensed, members-focused platform for the sourcing, sale and placement of rare, collectable and premium alcoholic beverages.

1.2 The Consignor owns, or represents that they lawfully own, the bottle or bottles described in Schedule 1.

1.3 The Consignor wishes to appoint Cloakroom Reserve to facilitate the private sale of the Consigned Bottle through Cloakroom Reserve’s licensed sales process.

1.4 Cloakroom Reserve agrees to consider and, if approved, facilitate the sale of the Consigned Bottle on the terms of this Agreement.

1.5 The Parties acknowledge that this Agreement is intended to ensure that any sale is conducted through Cloakroom Reserve’s licensed and controlled framework, and not as an unlicensed private sale between the Consignor and a purchaser.

2. Definitions

In this Agreement:

Buyer means a person approved by Cloakroom Reserve to purchase the Consigned Bottle.

Consigned Bottle means the bottle or bottles described in Schedule 1, including any outer packaging, presentation case, certificate, booklet, tags, seals, capsules or associated materials.

Consignment Period means the period commencing on the date Cloakroom Reserve accepts the Consigned Bottle for consignment and continuing until sold, withdrawn, terminated or otherwise ended in accordance with Clause 4 and Schedule 2.

Gross Sale Price means the total sale price paid or payable by the Buyer for the Consigned Bottle, excluding delivery, insurance or other charges unless otherwise stated.

Net Sale Proceeds means the Gross Sale Price actually received and cleared by Cloakroom Reserve, less all applicable fees, commissions, GST, merchant fees, delivery, insurance, packaging, inspection costs, storage costs, refund amounts, chargebacks, payment reversals, duties, taxes or other agreed deductions.

Private Placement means a controlled private offer or sale process conducted by Cloakroom Reserve, including through a member-only store, direct client communication, private allocation, or other non-public sales channel.

3. Appointment of Cloakroom Reserve

3.1 The Consignor appoints Cloakroom Reserve as the exclusive agent to market, offer, negotiate and facilitate the sale of the Consigned Bottle during the Consignment Period.

3.2 Cloakroom Reserve may sell the Consigned Bottle through its licensed sales channel, including via its website, member-only store, private client communications, direct offer, private placement or any other channel approved by Cloakroom Reserve.

3.3 The Consignor must not advertise, offer, sell, transfer, pledge, dispose of or otherwise deal with the Consigned Bottle during the Consignment Period without Cloakroom Reserve’s prior written consent.

3.4 Cloakroom Reserve is not obliged to accept, list, market, offer or sell any bottle and may reject or withdraw the Consigned Bottle at its discretion.

3.5 Nothing in this Agreement guarantees that the Consigned Bottle will sell, or that any particular price, timing or Buyer will be achieved.

4. Consignment Period

4.1 The Consignment Period commences on the date Cloakroom Reserve accepts the Consigned Bottle for consignment and continues until the earliest of:

a. completion of the sale of the Consigned Bottle;
b. withdrawal of the Consigned Bottle by written agreement between the Parties;
c. termination of this Agreement by either Party in accordance with its terms; or
d. withdrawal, suspension or cancellation of the listing by Cloakroom Reserve where Cloakroom Reserve considers there may be legal, licensing, responsible service, provenance, authenticity, supplier, brand, reputational, payment, delivery, market or commercial risk.

4.2 The Consignor may request withdrawal of the Consigned Bottle by giving written notice to Cloakroom Reserve.

4.3 Cloakroom Reserve may refuse or delay withdrawal where a Buyer has made an offer, a sale has been agreed, payment has been received, a transaction is in progress, or Cloakroom Reserve has incurred costs in reliance on the consignment.

4.4 If the Consigned Bottle is withdrawn before sale, the Consignor must pay any agreed or reasonably incurred costs, including inspection, photography, storage, handling, packaging, insurance, delivery, return freight, payment processing, marketing or other costs incurred by Cloakroom Reserve in connection with the consignment.

4.5 Termination or expiry of the Consignment Period does not affect any rights, obligations, payment obligations, indemnities, confidentiality obligations, refund obligations, chargeback obligations or dispute processes that arose before termination or expiry.

5. Licensing and compliance

5.1 The Parties acknowledge that the sale of liquor in South Australia is regulated under the Liquor Licensing Act 1997 (SA) and related regulations, codes, licence conditions and directions.

5.2 Cloakroom Reserve holds, or represents that it holds, a South Australian packaged liquor sales licence authorising it to sell liquor by direct sales transactions, including online sales or mail order, subject to its licence conditions. South Australian Government guidance states that a packaged liquor sales licence allows the licensee to sell liquor for takeaway and by direct sales transactions, such as online sales and mail order.

5.3 Any sale of the Consigned Bottle must be conducted by Cloakroom Reserve as the licensed seller-facing party. The Consignor must not sell, supply, deliver or transfer the Consigned Bottle directly to the Buyer unless Cloakroom Reserve gives prior written approval and the process complies with this Agreement and all licensing requirements.

5.4 Cloakroom Reserve will be responsible for the Buyer-facing sales process, including, where applicable:

a. listing or privately offering the Consigned Bottle;
b. receiving Buyer enquiries;
c. issuing Buyer-facing invoices, receipts or order confirmations;
d. collecting payment;
e. collecting or verifying the Buyer’s date of birth;
f. ensuring the sale is not made to a person under 18 years of age;
g. arranging approved delivery, collection or transfer;
h. maintaining appropriate delivery and transaction records; and
i. complying with applicable liquor licence conditions.

5.5 Cloakroom Reserve must display its liquor licence number on applicable direct-sales promotional material as required. South Australian Government guidance states that direct-sales licensees must display the licence number on promotional direct-sales material such as websites, newsletters and pamphlets.

5.6 Cloakroom Reserve must obtain the Buyer’s date of birth at the time of purchase unless it has already been supplied. South Australian Government guidance states this requirement applies to direct sales transactions.

5.7 Cloakroom Reserve may refuse, cancel or delay any sale if it considers that the sale may breach, or create risk under, any liquor law, licence condition, responsible service obligation, age verification requirement, delivery requirement, consumer law obligation, supplier restriction or brand protection concern.

6. Responsible service of alcohol

6.1 Cloakroom Reserve supports the responsible sale, supply and consumption of alcohol.

6.2 Cloakroom Reserve will not sell or supply liquor to a person under 18 years of age.

6.3 Cloakroom Reserve may refuse to proceed with any transaction where it has concerns regarding:

a. the age or identity of the Buyer or recipient;
b. intoxication;
c. unlawful supply;
d. secondary supply to minors;
e. suspicious purchasing behaviour;
f. delivery compliance; or
g. reputational, brand or supplier risk.

6.4 The Consignor must not encourage, request or permit any conduct that would cause Cloakroom Reserve to breach its responsible service obligations, licence conditions or applicable law.

6.5 Where staff are involved in selling, offering for sale or serving liquor, Cloakroom Reserve will ensure appropriate RSA requirements are observed. CBS guidance states that staff engaged by a licensee to sell, offer for sale or serve alcohol must complete nationally accredited responsible service of alcohol training, subject to limited exemptions.

7. Delivery and transfer controls

7.1 Unless Cloakroom Reserve agrees otherwise in writing, the Consigned Bottle must be transferred into Cloakroom Reserve’s custody, or to a secure storage or logistics provider approved by Cloakroom Reserve, before it is offered for sale or before dispatch to the Buyer.

7.2 Cloakroom Reserve may require the Consigned Bottle to be inspected, photographed, condition-reported, authenticated or otherwise verified before any listing or offer is made.

7.3 Cloakroom Reserve will control delivery or release of the Consigned Bottle to the Buyer.

7.4 Delivery must only be made to:

a. the adult Buyer; or
b. an adult person nominated by the Buyer.

7.5 The person delivering alcohol and the person receiving the delivery must be at least 18 years of age. South Australian Government guidance states that anyone delivering alcohol or receiving a delivery of alcohol must be aged 18 or over, and that the delivery person must be satisfied the recipient is over 18.

7.6 Cloakroom Reserve must ensure that the delivery person knows liquor may only be delivered to the adult purchaser or an adult person nominated by the purchaser.

7.7 Where required, the recipient must provide evidence of age and/or sign any required declaration.

7.8 Cloakroom Reserve may require adult signature on delivery and may refuse unattended delivery for rare, high-value or collectable bottles.

7.9 Although South Australian guidance states that alcohol deliveries may be left unattended where the buyer has directly instructed the licensed seller to do so, Cloakroom Reserve may impose stricter delivery standards for risk management, brand protection or insurance reasons.

7.10 Where delivery occurs in South Australia following an online or mail-order sale, delivery must occur within the times permitted by Cloakroom Reserve’s licence and applicable law. South Australian guidance for packaged liquor direct sales states that online and mail-order sales can occur at any time, but delivery in South Australia can only occur between 8:00 am and 10:00 pm.

7.11 Cloakroom Reserve may delay or refuse dispatch if it is not satisfied that lawful and responsible delivery can occur.

8. Consignor warranties

The Consignor warrants that:

8.1 they are at least 18 years of age;

8.2 they are the sole legal and beneficial owner of the Consigned Bottle, or are otherwise fully authorised to consign it for sale;

8.3 the Consigned Bottle is free from any mortgage, lien, charge, security interest, claim, dispute or third-party interest;

8.4 the Consigned Bottle is authentic, genuine and not counterfeit;

8.5 the Consigned Bottle has not been opened, tampered with, refilled, re-labelled, altered, resealed or unlawfully modified;

8.6 all information provided to Cloakroom Reserve about the Consigned Bottle is true, complete and not misleading;

8.7 all photographs, invoices, receipts, provenance records, ownership history, storage history and other materials provided to Cloakroom Reserve are genuine and accurate;

8.8 the Consignor has disclosed all known issues, including packaging damage, seal concerns, fill-level concerns, leakage, label damage, box damage, storage concerns, authenticity concerns, prior transit damage or any adverse history;

8.9 the Consigned Bottle has not been stolen or unlawfully acquired;

8.10 the Consignor has not offered or sold the Consigned Bottle to another person in a manner inconsistent with this Agreement;

8.11 the Consignor will not communicate directly with the Buyer regarding the sale unless Cloakroom Reserve approves that communication in writing; and

8.12 the Consignor will comply with all reasonable directions issued by Cloakroom Reserve in connection with licensing, delivery, authenticity, provenance, brand protection, buyer communication and settlement.

9. Intake, inspection and condition report

9.1 Before accepting the Consigned Bottle, Cloakroom Reserve may require the Consignor to provide:

a. proof of identity;
b. proof of age;
c. proof of address;
d. proof of ownership;
e. purchase invoice or receipt, where available;
f. importation or duty-paid evidence, where relevant;
g. storage history;
h. photographs of the Consigned Bottle;
i. photographs of packaging, labels, seals, capsule, closure, fill level and serial numbers;
j. a written condition declaration; and
k. any other information reasonably required by Cloakroom Reserve.

9.2 Cloakroom Reserve may prepare its own condition report. The Consignor acknowledges that the condition report is not a guarantee of authenticity, market value, merchantability or future condition.

9.3 Cloakroom Reserve may decline to proceed if the Consigned Bottle does not meet its acceptance standards.

9.4 If Cloakroom Reserve identifies a potential issue after acceptance, it may pause, withdraw, relist, reprice, return or further investigate the Consigned Bottle.

10. Pricing and sale authority

10.1 The Parties agree to the pricing instructions in Schedule 2.

10.2 Cloakroom Reserve may not sell the Consigned Bottle below the Minimum Net Return or Minimum Sale Price stated in Schedule 2, unless the Consignor gives written approval.

10.3 Cloakroom Reserve may negotiate with prospective Buyers within the approved pricing authority stated in Schedule 2.

10.4 Unless otherwise agreed, Cloakroom Reserve has discretion to determine:

a. whether the Consigned Bottle is publicly listed, privately offered or reserved for members;
b. listing copy and imagery;
c. offer timing;
d. Buyer suitability;
e. whether to accept or reject a Buyer;
f. whether to bundle the Consigned Bottle with other goods or services; and
g. whether to withdraw the Consigned Bottle from sale.

10.5 Cloakroom Reserve may refuse to sell to any Buyer for compliance, responsible service, payment risk, reputational, brand protection, supplier relationship or commercial reasons.

11. Fees, commission and deductions

11.1 Cloakroom Reserve is entitled to the commission, service fee or margin stated in Schedule 2.

11.2 Unless otherwise agreed in writing, Cloakroom Reserve may deduct from the Gross Sale Price:

a. Cloakroom Reserve’s commission or service fee;
b. GST, if applicable;
c. merchant or payment processing fees;
d. chargeback, refund or payment reversal amounts;
e. shipping, courier, handling and insurance costs;
f. packaging and presentation costs;
g. storage costs;
h. inspection, authentication, photography or valuation costs;
i. repair, cleaning or conservation costs approved by the Consignor;
j. legal or recovery costs arising from breach by the Consignor; and
k. any other agreed costs.

11.3 Cloakroom Reserve may withhold payment of the Net Sale Proceeds until:

a. Buyer payment has cleared;
b. the Consigned Bottle has been delivered or collected;
c. delivery records have been completed;
d. any immediate dispute, return or authenticity issue has been resolved; and
e. any agreed settlement hold period has expired.

10.4 The suggested settlement hold period is 14 to 30 days after confirmed delivery, unless otherwise stated in Schedule 2.

12. GST and tax

12.1 The Parties acknowledge that GST treatment may depend on the structure of the transaction, the GST status of the Consignor, the nature of the goods and the accounting treatment adopted.

12.2 The Consignor must state in Schedule 2 whether they are registered for GST.

12.3 Cloakroom Reserve may issue tax invoices, recipient-created tax invoices, buyer invoices, commission invoices or settlement statements as reasonably required, subject to legal and accounting advice.

12.4 The Consignor is responsible for their own tax obligations arising from the sale of the Consigned Bottle.

12.5 Cloakroom Reserve may withhold settlement if it reasonably requires further tax information from the Consignor.

13. Title and risk

13.1 Legal title to the Consigned Bottle remains with the Consignor until the earlier of:

a. completion of sale to the Buyer; or
b. any other transfer event agreed in writing.

13.2 Risk in the Consigned Bottle remains with the Consignor until Cloakroom Reserve takes physical custody of the Consigned Bottle.

13.3 Once Cloakroom Reserve takes physical custody, Cloakroom Reserve will take reasonable care of the Consigned Bottle while it remains in its custody.

13.4 Unless otherwise agreed, risk passes to the Buyer in accordance with Cloakroom Reserve’s buyer-facing terms of sale.

13.5 Cloakroom Reserve is not liable for loss, damage, deterioration, leakage, evaporation, label degradation, cork failure, capsule failure, box degradation or other condition changes except to the extent caused by Cloakroom Reserve’s negligence, wilful misconduct or breach of this Agreement.

13.6 The Consignor acknowledges that rare and aged alcoholic beverages may naturally deteriorate over time, including through ullage, cork failure, evaporation, sediment development, label ageing and packaging degradation.

4. Insurance

14.1 The Consignor is responsible for insuring the Consigned Bottle until it is received into Cloakroom Reserve’s custody or approved storage.

14.2 Cloakroom Reserve will use reasonable endeavours to ensure appropriate transit cover or insurance is arranged where required.

14.3 Insurance may be limited by carrier terms, declared value limits, exclusions for alcohol, collectables, glass, leakage, temperature damage or insufficient packaging.

14.4 Cloakroom Reserve is not responsible for any uninsured loss unless caused by Cloakroom Reserve’s negligence, wilful misconduct or breach of this Agreement.

15. Authenticity disputes, returns and buyer claims

15.1 If a Buyer raises a claim regarding authenticity, condition, description, provenance, damage, delivery, title or legal ownership, Cloakroom Reserve may suspend settlement to the Consignor until the issue is resolved.

15.2 If Cloakroom Reserve has already paid the Consignor and a valid Buyer claim, refund, chargeback or payment reversal later arises, the Consignor must repay Cloakroom Reserve the relevant amount on demand.

15.3 The Consignor must cooperate with Cloakroom Reserve in relation to any Buyer claim, including by providing further provenance, documentation or declarations.

15.4 If the Consigned Bottle is found, or reasonably suspected, to be counterfeit, stolen, unlawfully acquired, materially misdescribed, tampered with or otherwise not as warranted, Cloakroom Reserve may:

a. cancel the sale;
b. refund the Buyer;
c. recover all amounts from the Consignor;
d. report the matter to relevant authorities;
e. terminate this Agreement; and
f. take any other lawful action reasonably required.

16. Indemnity

16.1 The Consignor indemnifies Cloakroom Reserve against all losses, claims, liabilities, costs, damages and expenses arising from or connected with:

a. breach of this Agreement by the Consignor;
b. false, incomplete or misleading information provided by the Consignor;
c. any defect in title or ownership;
d. any claim that the Consigned Bottle is counterfeit, stolen, tampered with, unlawfully imported or misdescribed;
e. undisclosed damage, leakage, alteration, refilling, resealing or provenance issue;
f. any tax, duty or importation issue connected with the Consigned Bottle prior to consignment;
g. any direct communication or dealing between the Consignor and Buyer outside Cloakroom Reserve’s process; and
h. any act or omission by the Consignor causing Cloakroom Reserve to breach, or be alleged to have breached, any law, licence condition or regulatory obligation.

16.2 This indemnity continues after termination or expiry of this Agreement.

17. Brand protection and supplier restrictions

17.1 Cloakroom Reserve may refuse, pause, remove or privately manage any listing where it considers that a sale may affect supplier relationships, brand relationships, allocation access, private client arrangements or reputational standing.

17.2 The Consignor acknowledges that some bottles may be subject to supplier, brand, allocation, resale, territory, export, promotional or private client restrictions.

17.3 The Consignor must disclose any restriction, understanding, undertaking or condition connected with the acquisition or resale of the Consigned Bottle.

17.4 Cloakroom Reserve may choose to offer the Consigned Bottle only through a private member channel rather than publicly.

18. Confidentiality

18.1 The Parties must keep confidential:

a. the identity of the Consignor;
b. the identity of any Buyer;
c. the sale price, unless disclosure is required by law or agreed in writing;
d. private client information;
e. supplier information;
f. provenance documents; and
g. any commercially sensitive information.

18.2 Cloakroom Reserve may disclose information where reasonably necessary for compliance, legal advice, accounting advice, delivery, insurance, provenance verification, dispute resolution, regulatory purposes or completion of the sale.

19. Privacy

19.1 Cloakroom Reserve may collect, store and use the Consignor’s personal information for the purposes of identity verification, consignment assessment, compliance, payment, record keeping, delivery, dispute resolution and legal obligations.

19.2 Cloakroom Reserve may retain records for as long as reasonably required for legal, tax, licensing, insurance, audit and dispute purposes.

20. Termination

20.1 Either Party may terminate this Agreement by giving written notice, provided that termination does not affect any sale already agreed with a Buyer.

20.2 Cloakroom Reserve may terminate immediately if:

a. the Consignor breaches this Agreement;
b. Cloakroom Reserve has concerns about authenticity, title, provenance or legality;
c. Cloakroom Reserve considers the sale may create licensing, legal, reputational, supplier or brand risk;
d. the Consignor attempts to sell or deal with the Consigned Bottle outside this Agreement; or
e. the Consigned Bottle is lost, damaged, withdrawn or no longer available.

20.3 On termination, Cloakroom Reserve may return the Consigned Bottle to the Consignor at the Consignor’s cost, less any outstanding amounts owed to Cloakroom Reserve.

20.4 Cloakroom Reserve may retain possession of the Consigned Bottle until all amounts owed by the Consignor have been paid.

21. Limitation of liability

21.1 To the maximum extent permitted by law, Cloakroom Reserve is not liable for indirect, consequential, special or economic loss, including loss of profit, loss of opportunity, loss of market value or loss of expected sale price.

21.2 Cloakroom Reserve’s liability is limited to the amount of commission actually received by Cloakroom Reserve in relation to the Consigned Bottle, except to the extent liability cannot lawfully be excluded or limited.

21.3 Nothing in this Agreement excludes any liability that cannot be excluded under applicable law.

22. No partnership or employment

22.1 Nothing in this Agreement creates a partnership, joint venture, employment relationship or fiduciary relationship between the Parties.

22.2 Cloakroom Reserve acts as a limited selling agent for the purposes set out in this Agreement only.

23. Notices

23.1 Notices must be given in writing by email or another method agreed by the Parties.

23.2 Notices to Cloakroom Reserve must be sent to: [private.clients@cloakroomreserve.com.au]

23.3 Notices to the Consignor must be sent to: [consignors email submitted in schedule 3]

24. Governing law

24.1 This Agreement is governed by the laws of South Australia.

24.2 The Parties submit to the courts of South Australia and any courts competent to hear appeals from those courts.