Website Terms & Conditions
1. About the Website
(a) Welcome to www.cloakroomreserve.com.au (Website). The Website operates a private, invitation-based platform offering curated access to premium, rare, and collectible spirits.
(b) Cloakroom Reserve Pty Ltd is committed to the responsible, lawful and considered sale, supply and delivery of liquor. Cloakroom Reserve Pty Ltd does not sell, supply, arrange delivery of, or otherwise make liquor available to any person under the age of 18 years.
(c) By accessing or using the Website, creating an account, subscribing to the Services, placing an order, paying an invoice, requesting an allocation, or otherwise engaging with Cloakroom Reserve Pty Ltd, you represent and warrant that you are at least 18 years of age and are legally permitted to purchase liquor in Australia.
(d) You further represent, warrant and undertake that any person nominated by you to receive, collect, accept delivery of, or otherwise take possession of liquor purchased from or arranged by Cloakroom Reserve Pty Ltd is at least 18 years of age and is legally permitted to receive liquor.
(e) Cloakroom Reserve Pty Ltd, its delivery partners, agents, suppliers or representatives may require satisfactory evidence of age and identity prior to completing any sale, delivery, collection, release or transfer of liquor. Cloakroom Reserve Pty Ltd reserves the right, in its absolute discretion, to refuse, suspend, cancel or delay any order, delivery, membership access, allocation, invoice, transaction or transfer where Cloakroom Reserve Pty Ltd reasonably suspects that the purchaser, recipient, nominated recipient or person taking possession of liquor is under 18 years of age, is unable or unwilling to provide satisfactory evidence of age, or where completion of the transaction may cause Cloakroom Reserve Pty Ltd to breach any applicable liquor licensing law, licence condition, responsible service obligation, delivery requirement or regulatory direction.
(f) Under the Liquor Licensing Act 1997 (SA), it is an offence to sell or supply liquor to a minor. Maximum penalties may include fines of up to $20,000 for a first offence by a licensee, responsible person or relevant person in authority, and up to $40,000 for a second or subsequent offence. Other persons involved in the sale or supply of liquor to a minor may also be liable for penalties under the Act.
(g) It is also an offence for a minor to unlawfully purchase, receive, consume, possess, attempt to obtain, or arrange for another person to obtain liquor on their behalf. A minor who unlawfully consumes or possesses liquor may be liable for a maximum penalty of $2,500, together with any applicable expiation fee or other consequence imposed under law.
(h) Cloakroom Reserve Pty Ltd supports the responsible service, sale, delivery and enjoyment of alcohol.
(i) Our services may include, but are not limited to:
(1) the operation of an online retail platform for the sale of packaged liquor in accordance with applicable licensing laws
(2) the curation and presentation of spirits for sale, both publicly and within private member environments
(3) the facilitation of sourcing requests submitted by members
(4) the provision of contextual information relating to spirits, distilleries, provenance, and historical background
(5) membership-based access to private areas of the platform and related services
(j) Cloakroom Reserve does not guarantee the availability, sourcing, or successful placement of any particular product. All sourcing efforts are undertaken on a best-efforts basis and are subject to availability, supplier conditions, regulatory requirements, and other factors beyond our control.
(k) Cloakroom Reserve does not act as an investment adviser, or valuation service. Any information provided is general in nature and does not constitute financial, investment, or resale advice. (Services).
(l) The Website is operated by Cloakroom Reserve Pty Ltd (ACN 693361572). Access to and use of the Website, or any of its associated Products or Services, is provided by Cloakroom Reserve Pty Ltd. Please read these terms and conditions (Terms) carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.
(m) Cloakroom Reserve Pty Ltd reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Cloakroom Reserve Pty Ltd updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
(n) You agree that may, in its sole discretion and without prior notice, modify, discontinue, or restrict the use of any portion of the Website or Services, including the availability of any features, database, or content. shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or Services.
2. Acceptance of the Terms
You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Cloakroom Reserve Pty Ltd in the user interface.
3. Subscription to use the Services
(a) In order to access the Services, you must first purchase a subscription through the Website (Subscription) and pay the applicable fee for the selected Subscription (Subscription Fee).
(b) In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.
(c) Once you have purchased the Subscription, you will then be required to register for an account through the Website before you can access the Services (Account).
(d) As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:
(i) Email address
(ii) Mailing address
(iii) Telephone number
(iv) Date of Birth
(e) You warrant that any information you give to Cloakroom Reserve Pty Ltd in the course of completing the registration process will always be accurate, correct and up to date.
(f) Once you have completed the registration process, you will be a registered member of the Website (Member) and agree to be bound by the Terms. As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (Subscription Period).
(g) You may not use the Services and may not accept the Terms if:
(i) you are not of legal age to form a binding contract with Cloakroom Reserve Pty Ltd; or
(ii) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
4. Your obligations as a Member
(a) As a Member, you agree to comply with the following:
(i) you will use the Services only for purposes that are permitted by:
(A) the Terms; and
(B) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(ii) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
(iii) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Cloakroom Reserve Pty Ltd of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(iv) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of Cloakroom Reserve Pty Ltd providing the Services;
(v) you will not use the Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Cloakroom Reserve Pty Ltd;
(vi) you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
(vii) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Services. Appropriate legal action will be taken by Cloakroom Reserve Pty Ltd for any illegal or unauthorised use of the Website; and
(viii) you acknowledge and agree that any automated use or scaping of the Website or its Services is prohibited.
5. Payment
(a) Payments made in connection with your use of the Website and Services may be processed through Squarespace Payments, direct invoice, Xero invoice, bank transfer, credit card, or any other payment method approved by Cloakroom Reserve Pty Ltd from time to time.
(b) Where payment is made through the Website, payments may be processed using Squarespace Payments. In using the Website, the Services, or when making any payment through Squarespace Payments, you warrant that you have read, understood and agree to be bound by the Squarespace Payments terms and conditions, which are available on their website.
(c) Cloakroom Reserve Pty Ltd may issue invoices directly to clients for certain products, services, deposits, Subscription Fees, special orders, private allocations, member fees, or high-value transactions. Direct invoices may allow payment by direct deposit to Cloakroom Reserve Pty Ltd’s nominated bank account.
(d) Cloakroom Reserve Pty Ltd may also issue invoices through Xero or another accounting platform. Where available, Xero invoices may allow payment by credit card, direct deposit, or any other payment method made available through the invoice.
(e) All payments must be made in cleared funds by the due date stated on the relevant invoice or otherwise agreed in writing. Cloakroom Reserve Pty Ltd is not required to confirm, reserve, release, dispatch, transfer, source, or procure any product or service until the required payment has been received in cleared funds, unless otherwise agreed in writing.
(f) You acknowledge and agree that where a request for payment of the Subscription Fee, product price, deposit, invoice amount, or any other amount payable to Cloakroom Reserve Pty Ltd is returned, declined, denied, dishonoured, charged back, or otherwise unpaid for any reason, you remain liable for the outstanding amount and for any reasonable costs, banking fees, merchant fees, chargeback fees, administrative costs, or other charges incurred by Cloakroom Reserve Pty Ltd as a result.
(g) You agree and acknowledge that Cloakroom Reserve Pty Ltd may vary the Subscription Fee, billing method, or Subscription Fee payment schedule by providing at least 30 days’ prior written notice.
(h) Any merchant fees, card processing fees, bank fees, foreign exchange charges, or other third-party payment costs may be payable by you where disclosed or agreed before payment.
(i) Cloakroom Reserve Pty Ltd may, at its sole discretion and without prior notice, suspend or terminate your access to the Website and Services if you breach these Terms, fail to make payment when due, or engage in any conduct that Cloakroom Reserve Pty Ltd reasonably believes violates any applicable law, creates payment or chargeback risk, or is harmful to the interests of Cloakroom Reserve Pty Ltd, its affiliates, other clients, suppliers, service providers, or any third party.
(j) Cloakroom Reserve Pty Ltd reserves the right to refuse, delay, cancel, or require an alternative payment method for any transaction where it reasonably considers this necessary for fraud prevention, payment security, compliance, liquor licensing, chargeback risk, responsible service obligations, or other legitimate business reasons.
6. Refund & Returns Policy
(a) Cloakroom Reserve Pty Ltd is committed to the careful sourcing, presentation and stewardship of rare, collectible and premium liquor. We take reasonable steps to ensure that all products are described accurately and supplied with the standard of care appropriate to their nature, age, provenance and rarity.
(b) Nothing in this Refunds & Returns Policy excludes, restricts or modifies any right or remedy you may have under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified.
(c) Any benefit, refund, replacement, exchange, credit, discretion, guarantee or remedy referred to in these Terms applies in addition to, and does not limit, any rights or remedies you may have under the Australian Consumer Law.
(d) Subject to your rights under the Australian Consumer Law, Cloakroom Reserve Pty Ltd is not required to provide a refund, replacement, exchange or credit where you have simply changed your mind, found a product cheaper elsewhere, made an incorrect selection, no longer require the product, or decide that you do not like the product after purchase. Please choose carefully.
(e) You must retain your receipt, invoice, order confirmation, proof of payment or other satisfactory evidence of purchase. Cloakroom Reserve Pty Ltd may require proof of purchase before assessing any request for a refund, return, replacement, exchange or credit.
(f) Cloakroom Reserve Pty Ltd will consider all refund, return and replacement requests in good faith and will endeavour to resolve genuine issues fairly and discreetly. Where required by law, Cloakroom Reserve Pty Ltd will provide the remedy required under the Australian Consumer Law, which may include a refund, replacement, exchange, repair, credit or compensation, depending on the circumstances.
(g) You may be entitled to a refund, replacement or other remedy where a product has a major failure, is unsafe, is significantly different from the description or sample, is not of acceptable quality, or otherwise fails to comply with a consumer guarantee under the Australian Consumer Law.
(h) Subject to your rights under the Australian Consumer Law, Cloakroom Reserve Pty Ltd will only provide a refund of the Subscription Fee where Cloakroom Reserve Pty Ltd is unable to continue providing the relevant Services, or where Cloakroom Reserve Pty Ltd determines, in its absolute discretion, that it is reasonable to do so in the circumstances.
(i) Where Cloakroom Reserve Pty Ltd approves a refund of the Subscription Fee, the refund will be limited to the proportional amount of the Subscription Fee that relates to the unused portion of the relevant membership or subscription period, unless otherwise required by law or agreed in writing.
(j) Subject to your rights under the Australian Consumer Law, Cloakroom Reserve Pty Ltd may decline to refund, return, exchange or replace products in certain circumstances, including where the product is a Special Order, private allocation, limited release, sourced-to-order item, imported item, auction-sourced item, consignment item, personalised item, client-requested procurement, or any product obtained specifically for you at your request.
(k) For the purposes of this Policy, a “Special Order” includes any product sourced, reserved, allocated, imported, transferred, purchased, held or procured specifically for a client, whether from a supplier, distributor, brand owner, private seller, auction house, overseas market, secondary-market source or other third party.
(l) Where a product is believed to be faulty, damaged, corked, compromised, contaminated, incorrectly supplied, or otherwise affected by a defect, you must notify Cloakroom Reserve Pty Ltd as soon as reasonably practicable after becoming aware of the issue. You must retain the product, bottle, closure, packaging, labels, contents and any relevant supporting material until the matter has been assessed. Failure to retain the product and contents may limit Cloakroom Reserve Pty Ltd’s ability to assess the issue and may affect the remedies available, subject always to your rights under the Australian Consumer Law.
(m) Where a return is approved or required by law, freight, courier, insurance, handling or collection charges may apply, except where Cloakroom Reserve Pty Ltd is required under the Australian Consumer Law to bear those costs.
(n) Cloakroom Reserve Pty Ltd may charge a cancellation or administrative fee of $50 where an order is cancelled after it has been placed, provided that such fee is reasonable in the circumstances and subject always to your rights under the Australian Consumer Law. Higher cancellation, restocking, recovery or third-party costs may apply for Special Orders, private allocations, high-value items or sourced-to-order products where Cloakroom Reserve Pty Ltd has already incurred costs or liabilities in reliance on your order.
(o) Many products offered by Cloakroom Reserve Pty Ltd are rare, aged, back-vintage, discontinued, collectible, limited-release or secondary-market bottles. While Cloakroom Reserve Pty Ltd takes reasonable care to source products of suitable provenance and to disclose known material condition issues, older and collectible bottles are inherently subject to age-related variation and risk.
(p) Without limiting your rights under the Australian Consumer Law, Cloakroom Reserve Pty Ltd does not guarantee the flavour profile, drinking experience, cork integrity, closure performance, fill level stability, label condition, capsule condition, packaging condition, oxidation level, evaporation level, ullage, sediment, colour, aroma, texture or subjective enjoyment of aged, rare, back-vintage, discontinued, collectible or secondary-market products, except to the extent expressly stated in writing prior to purchase.
(q) You acknowledge that the character, aroma, flavour and condition of older liquor may differ materially from modern releases or recently bottled products. Personal taste, subjective disappointment, expected flavour preference, or statements such as “I do not like it” do not, of themselves, entitle you to a refund, return, replacement or credit.
(r) Errors and omissions on the Website, invoices, product descriptions, availability notices, pricing information, images, allocations and communications are excepted. Cloakroom Reserve Pty Ltd reserves the right to correct any error, omission, inaccuracy, misdescription, pricing error or availability error, and may refuse, cancel, vary or decline any sale where reasonably necessary, subject always to your rights under the Australian Consumer Law.
(s) Cloakroom Reserve Pty Ltd reserves the right to change pricing, availability, product information, membership access, allocation access and offer terms at any time prior to acceptance of an order or receipt of cleared payment, unless otherwise agreed in writing.
7. Collectible Products, Packaging and Condition Expectations
(a) Cloakroom Reserve Pty Ltd deals in rare, premium, aged, limited-release, discontinued and occasionally collectible liquor. However, unless expressly stated in writing by Cloakroom Reserve Pty Ltd, products offered through the Website or Services are sold as liquor products and not as investment products, financial products, works of art, museum-grade items or guaranteed collectible assets.
(b) The description of a product as rare, limited, allocated, premium, aged, back-vintage, collectible, collectable, investment-grade, museum-grade or similar is provided for product context only and must not be taken as a representation, warranty or guarantee that the product will appreciate in value, retain value, meet any investment expectation, or satisfy any particular collector standard, unless expressly confirmed in writing by Cloakroom Reserve Pty Ltd.
(c) You acknowledge that the liquor industry supply chain is generally designed for the sale, storage, movement and delivery of consumable goods, rather than the handling of artworks, antiques or museum-grade collectables. Bottles, labels, capsules, seals, cartons, presentation boxes, tubes, timber cases, outer packaging and related materials may be handled, stored, freighted and transferred by suppliers, distributors, importers, warehouses, freight providers and other third parties before being received by Cloakroom Reserve Pty Ltd.
(d) Cloakroom Reserve Pty Ltd will take reasonable care to inspect, handle, package and dispatch products appropriately, having regard to the nature and value of the product. However, unless expressly stated in writing, minor imperfections may be present and may not constitute a fault, defect, major failure, misdescription or breach of these Terms.
(e) Minor imperfections may include, without limitation, light scuffing, rubbing, creasing, dents, scratches, compression marks, shelf wear, label marks, capsule marks, box wear, carton wear, timber case marks, transit marks, minor tears, cosmetic blemishes, dust, age-related wear, or other packaging or presentation irregularities that do not materially affect the liquor itself or the product’s essential character.
(f) Cloakroom Reserve Pty Ltd will use reasonable endeavours to supply products in their original packaging where such packaging is available and has been provided by the supplier, distributor, brand owner, seller or other source. However, original packaging, presentation boxes, tubes, cartons, sleeves, timber cases or outer materials may not always be available, pristine or free from minor damage.
(g) Where a client requires a pristine, collector-grade, display-grade or otherwise particular condition standard for the bottle, label, closure, capsule, seal, box, case or packaging, the client must notify Cloakroom Reserve Pty Ltd in writing before placing the order or paying the relevant invoice. Cloakroom Reserve Pty Ltd may then, where reasonably practicable, confirm the condition of the item on hand, provide photographs, request supplier confirmation, preferentially select available stock, or advise whether the requested condition standard can be met.
(h) If no specific condition requirement is notified to Cloakroom Reserve Pty Ltd before purchase, the client acknowledges and accepts that minor cosmetic imperfections to packaging, labels, boxes, cartons or presentation materials may occur and will not, of themselves, entitle the client to reject the product, cancel the order, or claim a refund, replacement, exchange, credit or compensation, subject always to any rights the client may have under the Australian Consumer Law.
(i) Nothing in this clause excludes, restricts or modifies any rights or remedies that cannot lawfully be excluded, restricted or modified under the Australian Consumer Law.
8. Copyright and Intellectual Property
(a) The Website, the Services and all of the related products of Cloakroom Reserve Pty Ltd are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Cloakroom Reserve Pty Ltd or its contributors.
(b) All trademarks, service marks and trade names are owned, registered and/or licensed by Cloakroom Reserve Pty Ltd, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:
(i) use the Website pursuant to the Terms;
(ii) copy and store the Website and the material contained in the Website in your device's cache memory; and
(iii) print pages from the Website for your own personal and non-commercial use.
(iv)Cloakroom Reserve Pty Ltd does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Cloakroom Reserve Pty Ltd.
(c) Cloakroom Reserve Pty Ltd retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:
(i) business name, trading name, domain name, trademark, industrial design, patent, registered design or copyright, or
(ii) a right to use or exploit a business name, trading name, domain name, trademark or industrial design, or
(iii) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process).
(d) You may not, without the prior written permission of Cloakroom Reserve Pty Ltd and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.
(e) You acknowledge and agree that all content and materials available on the Website are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorised by , you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content.
(f) You agree to indemnify and hold harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of these Terms, your violation of any law, or your violation of the rights of a third party.
9. Privacy
Cloakroom Reserve Pty Ltd takes your privacy seriously and any information provided through your use of the Website and/or Services are subject to Cloakroom Reserve Pty Ltd's Privacy Policy, which is available on the Website.
10. General Disclaimer
(a) Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
(b) Subject to this clause, and to the extent permitted by law:
(i) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(ii) Cloakroom Reserve Pty Ltd will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection
with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
(c) Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Cloakroom Reserve Pty Ltd make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Cloakroom Reserve Pty Ltd) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(i) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(ii) the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
(iii) costs incurred as a result of you using the Website, the Services or any of the products of Cloakroom Reserve Pty Ltd; and
(iv) the Services or operation in respect to links which are provided for your convenience.
(d) Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the ACICA Arbitration Rules. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one.
(e) If any dispute arises under these Terms, the parties must first attempt to resolve the matter through good faith mediation in accordance with clause 14 before commencing any court proceedings. If the dispute remains unresolved after 30 days from the commencement of mediation, either party may commence proceedings in the courts specified in clause 15.
11. Limitation of liability
(a) Cloakroom Reserve Pty Ltd's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
(b) You expressly understand and agree that Cloakroom Reserve Pty Ltd, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
12. Competitors
If you are in the business of providing similar Services for the purpose of providing them to users for a commercial gain, whether business users or domestic users, then you are a competitor of Cloakroom Reserve Pty Ltd. Competitors are not permitted to use or access any information or content on our application. If you breach this provision, Cloakroom Reserve Pty Ltd will hold you fully responsible for any loss that we may sustain and hold you accountable for all profits that you might make from such a breach.
13. Termination of Contract
(a) The Terms will continue to apply until terminated by either you or by Cloakroom Reserve Pty Ltd as set out below.
(b) If you want to terminate the Terms, you may do so by:
(i) not renewing the Subscription prior to the end of the Subscription Period;
(ii) providing Cloakroom Reserve Pty Ltd with 14 days' notice of your intention to terminate; and
(iii) closing your accounts for all of the services which you use, where Cloakroom Reserve Pty Ltd has made this option available to you.
Your notice should be sent, in writing, to Cloakroom Reserve Pty Ltd via the 'Contact Us' link on our homepage.
(c) Cloakroom Reserve Pty Ltd may at any time, terminate the Terms with you if:
(i) you do not renew the Subscription at the end of the Subscription Period;
(ii) you have breached any provision of the Terms or intend to breach any provision;
(iii) Cloakroom Reserve Pty Ltd is required to do so by law;
(iv) the provision of the Services to you by Cloakroom Reserve Pty Ltd is, in the opinion of Cloakroom Reserve Pty Ltd, no longer commercially viable.
(d) Subject to local applicable laws, Cloakroom Reserve Pty Ltd reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Cloakroom Reserve Pty Ltd's name or reputation or violates the rights of those of another party.
(e) Where Cloakroom Reserve Pty Ltd suspends or denies access under clause 11.d, it will provide written notice to you within 7 of suspension (except where immediate suspension is required due to illegal activity or imminent harm), and you will have 7 days to respond before any permanent termination takes effect, with the right to appeal the decision to private.clients@cloakroomreserve.com.au within 14 days in accordance with natural justice principles.
14. Indemnity
You agree to indemnify Cloakroom Reserve Pty Ltd, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your content;
(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
(c) any breach of the Terms.
15. Dispute Resolution
15.1. Compulsory:
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
15.2. Notice:
A party to the Terms claiming a dispute (Dispute) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
15.3. Resolution:
On receipt of that notice (Notice) by that other party, the parties to the Terms (Parties) must:
(a) Within 28 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(b) If for any reason whatsoever, 28 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Website owner;
(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(d) The mediation will be held in Adelaide, Australia.
15.4. Confidential
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
15.5. Termination of Mediation:
If 2 months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
16. Venue and Jurisdiction
The Services offered by Cloakroom Reserve Pty Ltd is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of South Australia, Australia.
17. No investment, valuation or general brokerage service
(a) Except where Cloakroom Reserve has entered into a separate written consignment, agency, supplier-direct, referral, sourcing or private placement arrangement, Cloakroom Reserve does not act as an agent, broker, auctioneer, investment adviser, financial adviser, valuation service or resale adviser.
(b) Any information provided by Cloakroom Reserve in relation to rare, collectable or limited-release products is general in nature only and is provided for product, provenance, availability, membership, purchasing, supplier-direct, sourcing or private client service purposes. It does not constitute financial advice, investment advice, valuation advice, resale advice, or a representation that any product will increase in value, retain value, be saleable in the future, or achieve any particular resale outcome.
(c) Where Cloakroom Reserve assists with the sale, sourcing, placement, referral or supply of a product through a third-party supplier, Cloakroom Reserve may receive a fee, margin, commission, referral payment or other commercial benefit from that supplier. Where required or appropriate, Cloakroom Reserve will disclose the existence of such commercial arrangements before the client proceeds with the purchase.
(d) Where Cloakroom Reserve agrees to assist with the sale or placement of a privately held bottle, that service will only be provided under a separate written agreement and through Cloakroom Reserve’s licensed sales and compliance framework. Cloakroom Reserve may refuse, withdraw, delay or cancel any proposed sale, placement, referral, sourcing request or consignment where it considers there may be legal, licensing, provenance, authenticity, responsible service, supplier, brand, reputational or commercial risk.
18. Supplier direct sales, referral fees and service fees
(a) From time to time, Cloakroom Reserve may introduce, facilitate, arrange or support the purchase of products that are supplied, invoiced, fulfilled or delivered directly by a third-party supplier, brand owner, distributor or authorised partner.
(b) Where a product is supplied directly by a third-party supplier, Cloakroom Reserve may receive a referral fee, service fee, commission, margin, placement fee or other commercial benefit from that supplier in connection with the transaction. Unless expressly stated otherwise, any such fee is payable by the supplier and does not alter the price payable by the client.
(c) Cloakroom Reserve may also charge the client a separate service fee, sourcing fee, membership fee, handling fee or advisory-style service charge where this has been disclosed or agreed before purchase.
(d) Cloakroom Reserve does not guarantee that supplier-direct pricing represents the lowest available market price, retail price, resale price or future value of the product. Any purchase decision remains the client’s own decision, and Cloakroom Reserve does not provide financial, investment, valuation or resale advice.
(e) Cloakroom Reserve may decline, delay, withdraw or refuse to facilitate any supplier-direct transaction where it considers there may be legal, licensing, responsible service, supplier, brand, provenance, payment, delivery, reputational or commercial risk.
19. Governing Law
The Terms are governed by the laws of South Australia, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of South Australia, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
20. Severance
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.