Effective date: 29/06/2026

Version: 2.0 - updated from Founding Membership Terms & Conditions v1.0

Operator: Cloakroom Reserve Pty Ltd (ABN 33 693 361 572) of

Address: 3/55 Gawler Place, Adelaide SA 5000 ("Cloakroom Reserve", "we", "us", "our")

Liquor licence: [57713159]

Contact: private.clients@cloakroomreserve.com.au | cloakroomreserve.com.au

Important note: These Terms govern membership access and member conduct. Product purchases, special orders, consignments, event bookings, delivery, invoices and supplier-origin transactions may also be governed by Cloakroom Reserve website terms, invoice terms, special order agreements, consignment agreements, supplier terms and applicable law. Nothing in these Terms excludes any non-excludable consumer guarantee, statutory right, licence condition or responsible service obligation.

1. Purpose and values

Cloakroom Reserve exists to provide a controlled, discreet environment in which rare, premium and collectable spirits can be placed, sourced, stewarded and discussed responsibly among suitable adults.

Members must act consistently with Cloakroom Reserve values, including discretion, confidentiality, supplier respect, integrity, lawful conduct, responsible attitudes to alcohol and long-term stewardship over short-term gain.

2. Acceptance and relationship to website terms

By applying for, purchasing, renewing, holding or using a Membership, you agree to these Terms.

These Terms apply in addition to our Website Terms & Conditions, Privacy Policy, Returns/Collectables Policy, Responsible Service of Alcohol terms, invoice terms and any separate written agreement we issue for special orders, consignments, storage, sourcing, events or private-client services.

If there is inconsistency, any specific written agreement for a transaction or service prevails for that transaction or service, followed by these Terms, then the Website Terms, except where the law requires otherwise.

3. Eligibility, age verification and suitability

Membership is available only to individuals aged 18 years or over who satisfy our suitability, identity, risk, licence and supplier-comfort checks.

We may request identity verification, date of birth, delivery recipient details, source-of-funds information, collection details or other information reasonably required for legal compliance, risk management, responsible service of alcohol, fraud prevention, supplier comfort or platform integrity.

Membership is personal, non-transferable and not available to minors. We may decline, suspend or cancel an application or Membership where we cannot complete reasonable checks or where the Membership would create legal, reputational, supplier or operational risk.

4. Membership tiers

Cloakroom Reserve may offer several tiers. Tier names, fees, features, inclusions and access levels may be updated from time to time and will be disclosed at signup, renewal or in your account area. The current framework is set out in Schedule 1.

·        Free / introductory access - a limited introduction to Cloakroom Reserve and selected public or preview content.

·        Club Member - a paid member tier for regular access to member communications, selected private listings, sourcing pathways and member services as published from time to time.

·        VIP Member - an elevated paid tier for a more considered private-client experience, broader access to private opportunities and enhanced service pathways as published from time to time.

·        Founding Member - a limited initial foundation tier with specific continuity, referral and status rules set out in Schedule 2.

5. Nature of Membership - no entitlement and no guarantee

Membership provides access to a private environment, content, service framework and member pathway. Membership does not guarantee:

·        access to any specific bottle, allocation, release, supplier relationship, experience, event, price, discount, margin, service fee, valuation, return, delivery date or sourcing outcome;

·        preferential treatment by any brand, distillery, importer, distributor, supplier, auction house, venue or third party;

·        that a product shown, discussed, requested or listed will remain available, be allocated, be accepted by a supplier, pass verification, or be suitable for your purpose;

·        that any spirit or collectable will maintain or increase in value.

6. Term, renewal, upgrades and downgrades

Unless stated otherwise at signup, paid Memberships run for the term disclosed at purchase or renewal. Founding Membership runs for 12 months from the start date shown in your account or invoice, unless renewed or varied in writing.

Membership renewal is conditional on ongoing suitability, compliance, good-faith conduct and payment of applicable fees. We may change tier features, fees and eligibility criteria for future renewal periods by giving reasonable notice where required.

You may request an upgrade, downgrade or cancellation in accordance with the process published in your account or on our website. Any fee adjustment, pro-rata credit, access change or renewal impact will be assessed according to the tier rules then in force and applicable law.

Founding status is subject to the separate continuity rules in Schedule 2.

7. Fees, payments and independence from alcohol sales

Membership fees are payable in advance unless we agree otherwise. If payment fails, is reversed, disputed or overdue, we may suspend member access until resolved.

Membership fees relate to access to a private service environment, member content, stewardship framework, administrative systems and member-only service pathways. Membership fees are independent of product pricing and do not constitute a rebate, discount, inducement or incentive to purchase alcohol.

Separate service fees, sourcing fees, agency fees, commission, consignment fees, event fees, storage facilitation fees, delivery charges, insurance, taxes, duties, merchant fees, foreign exchange costs, packaging charges and other transaction-specific charges may apply where disclosed on a quote, invoice, listing or separate agreement.

All amounts are in Australian dollars unless stated otherwise. GST treatment will be shown on the relevant invoice where applicable.

8. Member conduct and prohibited behaviour

You must act discreetly, lawfully, respectfully and in good faith. You must not:

·        act dishonestly, deceptively, abusively, threateningly or in bad faith;

·        seek to circumvent member controls, allocation controls, supplier limits, payment controls, age controls, delivery controls or purchase limits;

·        use nominees, agents, family members, companies or third parties to obtain restricted releases, bypass tier limits or create false purchasing activity;

·        pressure staff, suppliers, venues, couriers, members or other third parties, or trade on supplier relationships in a way that creates discomfort or risk;

·        publicly disclose private listings, member communications, supplier communications, non-public pricing, allocation information, member identities or operational processes;

·        encourage rapid or excessive consumption, underage access, unlawful resale, secondary-market abuse or irresponsible alcohol use;

·        misuse our website, forms, payment systems, communications, events or private channels.

9. Responsible service of alcohol and delivery controls

Cloakroom Reserve operates in South Australia under the Liquor Licensing Act 1997 (SA) and supports the responsible sale, supply and consumption of alcohol. Alcohol will not be sold, supplied or delivered to persons under 18 years of age.

For direct sales, we may collect date of birth and delivery recipient details and may require the person accepting delivery to be the adult purchaser or an adult nominated by the purchaser. Delivery may require proof of age and identity, signature, declaration or other confirmation required by law, our licence, courier policy or our internal controls.

We may refuse, delay or cancel a transaction, delivery or member request where we reasonably consider that it creates a licensing, delivery, intoxication, underage, responsible service, safety, fraud, sanctions or reputational risk.

Members must not request, encourage or facilitate delivery to a minor, unattended delivery where not permitted, delivery contrary to a restriction, or supply to a person who should not receive alcohol.

10. Product requests, sourcing and special orders

Requests for sourcing, placement, procurement, introductions, experiences, storage facilitation, private-client opportunities or allocation access are handled under our workflow and may be accepted, declined, paused or withdrawn at our discretion.

Timelines, availability, pricing, supplier confirmation, shipping estimates and delivery windows are indicative only until confirmed in writing and paid where required. Rare and collectable products may be subject to supplier approval, allocation withdrawal, label approval, import/export requirements, freight delays, customs, insurance, payment timing and other factors outside our control.

Special orders, deposits, prepayments and high-value requests may require a separate written agreement, quote acceptance, invoice terms, identity checks, source-of-funds checks or supplier terms before we proceed.

Where a supplier, brand, distributor, importer, consigner, auction house or other third party sells or invoices directly, Cloakroom Reserve may act as facilitator, referrer, introducer, service provider or agent only where expressly stated in writing. Your contract for goods may be with that third party, depending on the transaction structure.

11. Collectables, condition and packaging

Many items accessed through Cloakroom Reserve are premium, rare, aged, limited, collectable, discontinued or secondary-market spirits. Such items may include imperfect, aged or variation-prone packaging, labels, capsules, seals, boxes, cartons, tissue, booklets or presentation materials.

We will describe material condition issues known to us where reasonably practicable. However, minor cosmetic wear, age-related packaging variation, superficial scuffs, marks, carton compression, label variation, capsule creasing, natural fill-level variation, evaporation and similar matters may be consistent with the age, rarity, handling history or collectable nature of the product.

Nothing in this clause excludes Australian Consumer Law guarantees or any non-excludable remedy. The purpose of this clause is to set clear expectations for collectables and to distinguish minor cosmetic or age-related packaging matters from genuine product faults or misdescriptions.

12. Consignment, supplier-origin and third-party stock

Cloakroom Reserve may list, source or facilitate access to products owned, held, invoiced, supplied, stored or shipped by third parties, including suppliers, brand owners, distributors, private collectors, consignors, venues or logistics providers.

Where products are offered on consignment or through third-party supply, additional terms may apply, including consignment period, withdrawal rights, sale price authority, agreed net return, service fee, commission, insurance, custody, title, authenticity information, payment timing and delivery arrangements.

Unless expressly agreed in writing, Membership alone does not create an agency, brokerage, valuation, custody, storage, advisory or fiduciary relationship.

13. Non-investment, valuation and resale position

Cloakroom Reserve does not act as an investment adviser, financial adviser, broker, auctioneer, valuation service or market-maker unless a separate written agreement expressly states otherwise.

Information about rarity, provenance, market history, retail pricing, auction history, estimated value, comparable sales, collectability or demand is general information only and may be incomplete, historical, indicative or subject to change.

Members must make their own decisions and obtain independent tax, legal, financial, insurance or investment advice where relevant. Membership must not be used for unlawful resale, market manipulation, straw purchasing, tax avoidance or conduct inconsistent with supplier comfort or responsible alcohol principles.

14. Confidentiality and discretion

Confidential information includes member identities, member communications, private listings, allocations, supplier communications, pricing structures, service fee structures, operational processes, non-public product information, event details, invitations, sourcing opportunities and any information marked or reasonably understood as private.

You must not disclose confidential information to any third party without our written permission, except as required by law. This obligation continues after Membership ends.

You must not screenshot, forward, publish, post, list or otherwise share private member material, private links or allocation opportunities without our written approval.

15. Referrals, invitations and member accountability

Referral and invitation privileges apply only to tiers for which we expressly offer that privilege. Founding Member referral privileges and continuity impact rules are set out in Schedule 2.

Any prospective member must be vetted and approved by Cloakroom Reserve before any invitation is issued or Membership is granted. Referrals are a privilege, not a right, and may be restricted, paused or withdrawn at our discretion.

Public solicitation, mass outreach, distribution of private application links, referral inducements, rebates, benefits or any form of consideration to encourage membership or alcohol purchase are prohibited.

16. Events, experiences and third-party venues

Member events, brand experiences, tastings, dinners, travel, distillery visits, venue activations or private-client experiences may be subject to availability, supplier approval, venue conditions, responsible service requirements, travel conditions, cancellation policies and separate event terms.

We may refuse attendance or remove a person from an event where required for safety, responsible service, legal compliance, venue standards, supplier comfort or member integrity.

Travel, accommodation, transfers, insurance, dietary requirements, accessibility requirements and third-party charges are the member’s responsibility unless we expressly agree otherwise in writing.

17. Communications, marketing and acceptable use

You consent to receiving service communications, operational notices, membership notices, invoices, account messages and compliance communications. You may manage marketing preferences where required by law, but we may still send non-marketing service communications related to Membership or transactions.

You must not misuse our channels, including by spamming, harassing, making excessive demands outside process, scraping, attempting unauthorised access, uploading harmful material or interfering with platform integrity.

18. Privacy and member information

We collect, use and disclose personal information in accordance with our Privacy Policy and applicable privacy laws.

We may share limited information with suppliers, couriers, payment providers, venues, advisers, insurers or compliance providers where reasonably required for member services, legal compliance, delivery, age verification, fraud prevention, transaction fulfilment or risk management.

19. Suspension, review and termination

We may suspend, restrict, review, downgrade, refuse renewal or terminate Membership, member access, referral privileges, sourcing privileges or event access where we reasonably believe it is necessary to protect legal or licensing compliance, supplier comfort, member safety, confidentiality, responsible service, payment integrity, platform integrity or Cloakroom Reserve’s private environment.

Where appropriate, we will provide notice of the issue and a chance to respond before a final decision. We may act immediately without prior notice if urgent risk exists, including suspected illegality, underage access, fraud, safety concerns, serious confidentiality breach, chargeback abuse, harassment or supplier-risk conduct.

On termination, your member access ceases, outstanding lawful obligations remain payable, transaction-specific agreements continue to the extent required, and confidentiality obligations continue.

20. Refunds, cancellations and consumer guarantees

Nothing in these Terms excludes, restricts or modifies any non-excludable rights or remedies you may have under the Australian Consumer Law or other applicable law.

Membership fees, deposits, service fees and transaction amounts may have different cancellation, refund and credit rules depending on the tier, service, product, supplier, timing, special order status and work already performed. Any applicable rules will be disclosed at signup, in your account, on the relevant invoice or in a separate written agreement.

To the extent permitted by law, we are not liable for indirect or consequential loss, loss of opportunity, loss of profit, loss of enjoyment, lost allocation, market movement, failed resale outcome or supplier withdrawal.

21. Changes to these Terms and tiers

We may update these Terms, tier features, tier names, access rules, service pathways, fees and policies to reflect legal, licensing, supplier, operational, platform, risk or business changes.

Where changes are material and affect an active paid Membership, we will provide reasonable notice via your account or email where practicable. Continued use of Membership after the effective date of an update constitutes acceptance of the updated Terms, except where the law requires a different process.

22. Governing law

These Terms are governed by the laws of South Australia. You submit to the non-exclusive jurisdiction of the courts of South Australia and applicable Australian courts.

Schedule 1 - Current membership tier framework

This Schedule summarises the intended role of each tier. Operational inclusions should be mirrored on the website membership pages and may be updated from time to time. Avoid using this table as a promise of allocation, discount or guaranteed supply.

Free / Introduction

A discreet entry point for suitable adults to understand Cloakroom Reserve.

Public or preview content; selected communications; ability to apply or enquire; selected public store access where offered.

No guaranteed private access, allocation, sourcing priority, referral privilege or service level.

Club Member

A considered member tier for regular collectors and enthusiasts seeking structured access.

Member communications; selected private listings; ability to submit sourcing requests; selected events or previews where offered; member-only content.

Access remains curated and subject to suitability, compliance, availability and supplier comfort.

VIP Member

An elevated private-client tier for members seeking broader access and a higher-touch service pathway.

Enhanced sourcing pathway; broader private opportunities; priority communications where offered; event invitations or experiences where available; more considered member service.

No guarantee of allocation, price, supplier approval, event access or outcome. High-value requests may require separate agreements.

Founding Member

Limited foundation tier for early patrons of Cloakroom Reserve, available only under the Founding rules.

Founding status; enhanced access framework; Founding referral privilege where active; continuity rules; locked Founding framework as published for the initial intake.

Subject to availability, suitability, annual renewal and Schedule 2. Non-renewal may cause Founding status to lapse.

Schedule 2 - Founding Member specific rules

Founding Membership is a limited foundation status established for Cloakroom Reserve’s initial intake. The intake will remain open only until Cloakroom Reserve determines, in its discretion, whether the available Founding Membership allocation has been filled or that the intake should otherwise be paused, withdrawn, or closed.

The Founding Membership fee, renewal price and inclusions are those disclosed at signup or renewal. The current intended Founding fee framework may be published separately on the website, invoice or member offer page.

Founding status is personal, non-transferable and conditional on continuous good standing. Where a Founding Member does not renew their membership when renewal is made available, their Founding status may lapse. Reinstatement is not guaranteed and, if approved by Cloakroom Reserve, may be offered on different terms, including at a higher membership fee or under a different membership category.

Founding Member service margin or fee benefits, if offered, are subject to published exclusions. Exclusions may include auction items, consignment items, at-cost allocations, supplier-restricted releases, already-discounted items, third-party direct invoices, events, storage, shipping, insurance, taxes, duties, merchant fees and special-order structures.

Unless we notify otherwise, a Founding Member may submit up to one prospective member per calendar month for consideration. Submission does not guarantee invitation or acceptance. The privilege may be paused, reduced, withdrawn or varied at our discretion.

Because the Founding environment is built on trust, the conduct of members introduced by a Founding Member may affect our confidence in that Founding Member’s judgement and ongoing fit. If an introduced member acts in bad faith or seriously breaches these Terms, Cloakroom Reserve may apply proportionate measures to the introducing member, including warning, conversation, reaffirmation of values, suspension of referral privileges, reduced referral frequency, Membership review, suspension or termination in serious or repeated cases.

Measures will be applied proportionately, considering severity, complicity, pattern of poor-fit referrals, member cooperation and the need to protect the private environment.

Schedule 3 - Operational documents to align

·        Website Terms & Conditions - ensure they cross-reference these Membership Terms and state that transaction-specific terms may prevail.

·        Responsible Service of Alcohol section - include SA age requirements, date of birth collection, delivery recipient restrictions, proof-of-age checks and licence details.

·        Collectables / condition policy - include rare and aged packaging expectations while preserving Australian Consumer Law rights.

·        Special order agreement - use for high-value, supplier-origin, deposit, prepayment or extended-lead-time requests.

·        Consignment agreement - use for bottles listed on behalf of a supplier or private collector, with agreed net return, service fee, withdrawal and custody terms.

·        Delivery receipt template - use for in-person delivery, signature, date/time, recipient over-18 declaration and condition acknowledgement.

·        Invoice wording - separate membership fees from product sales, sourcing fees, service fees, GST treatment, deposits and third-party supplier charges.

Member acknowledgement

By applying for, purchasing, renewing or using Membership, you acknowledge that you have read, understood and agree to these Terms, including the tier-specific schedules that apply to your Membership.