Introduction

ÉPOQUE Privacy Policy

CONTENTS

1. Important information and who we are
2. The types of personal data we collect about you
3. How is your personal data collected?
4. How we use your personal data
5. Disclosures of your personal data
6. International transfers
7. Data security
8. Data retention
9. Your legal rights
10. Contact details
11. Complaints
12. Changes to the privacy policy and your duty to inform us of changes
13. Third-party links

Important information and who we are

ÉPOQUE Privacy Policy

This privacy policy gives you information about how ÉPOQUE collects and uses your personal data through your use of this website, including any data you may provide when you register with us, sign up to our newsletter, and/or purchase/subscribe to a product or service.

This website is not intended for children, and we do not knowingly collect data relating to children.

Controller

ÉPOQUE, through Contemporary Art Services Limited, is the controller and responsible for your personal data (collectively referred to as "COMPANY", "we", "us" or "our" in this privacy policy).

If you have any questions about this privacy policy, including any requests to exercise your legal rights, please contact us using the information set out in the contact details section.

The types of personal data we collect about you

Personal data means any information about an individual from which that person can be identified.

We may collect, use, store, and transfer different kinds of personal data about you which we have grouped together as follows:

• Identity Data: includes first name, last name, username or similar identifier, title, date of birth, and gender.
• Contact Data: includes billing address, delivery address, email address, and telephone numbers.
• Financial Data: includes bank account and payment card details.
• Transaction Data: includes details about payments to and from you and other details of products and services you have purchased from us.
• Technical Data: includes internet protocol (IP) address, login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, device ID, and other technology on the devices you use to access this website.
• Profile Data: includes your username and password, purchases or orders made by you, your interests, preferences, feedback, and survey responses.
• Usage Data: includes information about how you interact with and use our website, products, and services.
• Marketing and Communications Data: includes your preferences in receiving marketing from us and our third parties and your communication preferences.

We also collect, use, and share aggregated data such as statistical or demographic data, which is not personal data as it does not directly (or indirectly) reveal your identity.

How is your personal data collected?

We use different methods to collect data from and about you including through:

• Your interactions with us: You may give us your personal data by filling in online forms or by corresponding with us by post, phone, email, or otherwise. This includes personal data you provide when you:
  • apply for our products or services;
  • create an account on our website;
  • subscribe to our service or publications;
  • request marketing to be sent to you;
  • enter a competition, promotion, or survey; or
  • give us feedback or contact us.
• Automated technologies or interactions: As you interact with our website, we will automatically collect Technical Data about your equipment, browsing actions, and patterns. We collect this personal data by using cookies and other similar technologies. Please see our cookie policy for further details.
• Third parties or publicly available sources: We will receive personal data about you from various third parties as set out below:
  • Technical Data is collected from:
    • analytics providers such as Google;
    • advertising networks;
    • search information providers.
  • Contact, Financial, and Transaction Data is collected from providers of technical, payment, and delivery services.

How we use your personal data

Legal basis: The law requires us to have a legal basis for collecting and using your personal data. We rely on one or more of the following legal bases:

• Performance of a contract: Where we need to perform the contract we are about to enter into or have entered into with you.
• Legitimate interests: We may use your personal data where it is necessary to conduct our business and pursue our legitimate interests, for example to prevent fraud and give you the best and most secure customer experience.
• Legal obligation: We may use your personal data where it is necessary for compliance with a legal obligation that we are subject to.
• Consent: We rely on consent only where we have obtained your active agreement to use your personal data for a specified purpose.

Purposes for which we will use your personal data: We have set out below, in a table format, a description of all the ways we plan to use the various categories of your personal data, and which of the legal bases we rely on to do so.

Purpose/Use	Type of Data	Legal Basis [and Retention Period]
To register you as a new customer	Identity, Contact	Performance of a contract with you
To process and deliver your order	Identity, Contact, Financial, Transaction, Marketing and Communications	Performance of a contract, necessary for our legitimate interests (to recover debts due to us)
To manage our relationship with you	Identity, Contact, Profile, Marketing and Communications	Performance of a contract, necessary to comply with a legal obligation, necessary for our legitimate interests
To enable you to partake in a prize draw, competition, or survey	Identity, Contact, Profile, Usage, Marketing and Communications	Performance of a contract, necessary for our legitimate interests (to study how customers use our products/services)
To administer and protect our business and this website	Identity, Contact, Technical	Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security), necessary to comply with a legal obligation
To deliver relevant website content and advertisements to you and measure or understand the effectiveness of the advertising we serve to you	Identity, Contact, Profile, Usage, Marketing and Communications, Technical	Necessary for our legitimate interests (to study how customers use our products/services, to develop them, to grow our business and to inform our marketing strategy)
To use data analytics to improve our website, products/services, marketing, customer relationships, and experiences	Technical, Usage	Necessary for our legitimate interests (to define types of customers for our products and services, to keep our website updated and relevant, to develop our business and to inform our marketing strategy)

Disclosures of your personal data

We may have to share your personal data with the parties set out below for the purposes set out in the table above.

• Service providers: Third parties who provide IT and system administration services, payment processing services, and other administrative services.
• Professional advisers: Third parties including lawyers, bankers, auditors, and insurers.
• Regulators and other authorities: Third parties including HM Revenue & Customs, regulators, and other authorities acting as processors or joint controllers based in the United Kingdom who require reporting of processing activities in certain circumstances.

We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.

6. International transfers

We may share your personal data within the ÉPOQUE Group, including the COMPANY. This may involve transferring your data outside the UK to our overseas offices in Gibraltar.

We may also transfer your personal data to service providers that perform certain functions on our behalf. This may involve transferring personal data outside the UK to countries that have laws which do not provide the same level of data protection as UK law.

Whenever we transfer your personal data outside of the UK to service providers, we ensure a similar degree of protection by implementing the following safeguards:

• We will only transfer your personal data to countries that have been deemed by the UK to provide an adequate level of protection for personal data.

7. Data security

We have implemented appropriate security measures to prevent your personal data from being accidentally lost, used, or accessed in an unauthorized way, altered, or disclosed. We also limit access to your personal data to those employees, agents, contractors, and other third parties who have a business need to know. They will only process your personal data on our instructions and are subject to a duty of confidentiality.

We have procedures in place to handle any suspected personal data breaches and will notify you and any applicable regulator of a breach where we are legally required to do so.

8. Data retention

How long will you use my personal data for?

We will only retain your personal data for as long as reasonably necessary to fulfill the purposes for which we collected it, including for legal, regulatory, tax, accounting, or reporting requirements. We may retain your personal data for a longer period if we believe there is a prospect of litigation related to our relationship with you.

To determine the appropriate retention period for personal data, we consider factors such as the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorized use or disclosure, the purposes for which we process your data, and whether we can achieve those purposes through other means, as well as applicable legal, regulatory, tax, accounting, or other requirements.

In some circumstances, you can ask us to delete your data; see paragraph 9 below for further information.

9. Your legal rights

You have a number of rights under data protection laws in relation to your personal data.

You have the right to:

• Request access to your personal data (commonly known as a "subject access request"). This allows you to receive a copy of the personal data we hold about you and to check that we are processing it lawfully.
• Request correction of the personal data we hold about you. This allows you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
• Request erasure of your personal data in certain circumstances. This allows you to ask us to delete or remove personal data where there is no good reason for us to continue processing it. You also have the right to request deletion or removal of your personal data where you have successfully exercised your right to object to processing (see below), where we have processed your information unlawfully, or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request for erasure due to specific legal reasons which will be notified to you, if applicable, at the time of your request.
• Object to the processing of your personal data where we are relying on a legitimate interest (or those of a third party) as the legal basis for processing your data (including profiling based on our legitimate interests). In some cases, we may demonstrate that we have compelling legitimate grounds to process your information that override your right to object.
• You also have the absolute right to object at any time to the processing of your personal data for direct marketing purposes (see OPTING OUT OF MARKETING in paragraph 4 for details on how to object to receiving direct marketing communications).
• Request the transfer of your personal data to you or to a third party. We will provide your personal data in a structured, commonly used, machine-readable format to you or a third party you have chosen. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
• Request restriction of the processing of your personal data. This allows you to ask us to suspend the processing of your personal data in the following scenarios:
  • If you want us to establish the data's accuracy;
  • Where our use of the data is unlawful but you do not want us to erase it;
  • Where you need us to hold the data even if we no longer require it as you need it to establish, exercise, or defend legal claims; or
  • You have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to continue processing it.

If you wish to exercise any of the rights set out above, please contact us using the details in paragraph 10.

No fee usually required

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive, or excessive. Alternatively, we may refuse to comply with your request in these circumstances.

What we may need from you

We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who does not have the right to receive it. We may also contact you to request further information to expedite our response.

Time limit to respond

We aim to respond to all legitimate requests within one month. Occasionally, it may take us longer than a month if your request is particularly complex or if you have made several requests. In such cases, we will notify you and keep you updated.

10. Contact details

If you have any questions about this privacy policy, the use of your personal data, or if you wish to exercise your privacy rights, please contact us using the following methods:

• Email address: support@epoque.club
• Postal address:

  30/3 Cornwalls Lane
  Gibraltar
  GX11 1AA

11. Complaints

You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK regulator for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to address your concerns before you approach the ICO, so please contact us first.

12. Changes to the privacy policy and your duty to inform us of changes

We keep our privacy policy under regular review.

It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us, such as a new address or email address.

13. Third-party links

This website may include links to third-party websites, plug-ins, and applications. Clicking on these links or enabling these connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy policy of every website you visit.

Terms of Services

Introduction

Époque (the “Club” or “we” or “us” or “our”) is a member’s club established as an unincorporated association in Gibraltar, and is governed by the provisions of the Club Rules and Gibraltar law. Our registered office is 30/3 Cornwalls Lane, Gibraltar, GX11 1AA

Definitions 

Club	Époque, being an unincorporated association formed under Gibraltar law
Club Administrator	Contemporary Art Services Ltd, incorporated in Gibraltar, being the treasurer and the administrator of the Club, or such other entity as appointed by the Club from time to time
Club Services	The services provided by the Club from time to time, including, without limitation member events, education and access to our Participation Cars.
Custodian	means the appointed entity that owns the Participation Cars on behalf of the Club, or any other Custodian that the Club may appoint from time to time
Free Equity Entitlements	Free allocation of Participation Shares to Members, at the Club’s discretion
Introductory Services	A referral of new paying Members to the Club
Member	A member of the Club
Nominee	Premium Nominees Limited
Participation Cars	A car in which the Club’s appointed Custodian, is the legal owner in the furtherance of the Club’s business model, on behalf of the Club
Participation Shares	The division of the ownership of a Participation Car as determined by the Club Administrator
Share Allocation	Discretionary monthly free allocation of Share Entitlements, determined by type of membership and made by the Club Administrator to Members
Share Entitlement	A right, which entitles the holder to the ultimate beneficial ownership of an underlying Participation Share.

Purpose of these Terms

These Terms of Service (“Terms”) are for registered Members of the Club and it contain important material regarding the way in which we will provide our services to you and important information on your legal position. These Terms cover the provision of our services to you, which may be updated from time to time without prior notice to you.

Important Information

Please keep in mind that the Club is unregulated by any financial authority and no advice of whatever nature, financial or otherwise, is given or should be implied.

This website does not provide or purport to provide an investment opportunity, investment advice, investment management services of any description or kind. 

By engaging in the Club, Members acknowledge that they may be one of a group of other Club Members who may receive free Share Entitlements from time to time and on the Club’s discretion.

Please review the Club Rules and the below information prior to proceeding any further.

Services

The Club's objective is to pool the expertise of Members to exchange knowledge on specific business matters to affect business growth in the Club’s carefully curated collection of Participation Cars. The Club is not carrying out any investment or asset management activities on behalf of its Members. Participations in Participation Cars shall in general be transferred to the Club in the form of remuneration as consideration for investments as principal.

The Club also provides the following associated services: a private peer to peer bulletin board for its Members to trade their Share Entitlements, regular insights, seminars, education in the field of classic cars, and Club events.

The Club provides active curation of Participation Cars with the purpose to maintain and increase the value of the Participation Cars.

The Club and the Club Administrator make all decisions at their own discretion on behalf of the Members in relation to investments and, the disposal of or any other transaction involving Participation Cars.

Charges and Commissions

Members will pay a monthly membership fee to the Club. Membership fees are non-refundable and will be used to cover the costs of running the Club and service providers who themselves render services to Club. The Club will also use membership fees to acquire the Participation Cars. Such participations may result in a free allocation exposure to Members (free Share Entitlements) via their accounts with the Club, per their contributions level on a monthly basis.

The Club's appointed Custodian will retain legal title of all the underlying Participation Shares in Participation Cars and Members will be the ultimate beneficial owners of such Participation Shares.

Members may be entitled to receive introductory benefits in the form of Share Entitlements or commission in respect of new paying members they introduce to the Club.

Please note that your membership fee is a payment for access to the services of the Club and does not necessarily entitle you to receive allocations of Share Entitlements. Membership fees should therefore be regarded as an expense only. You should only pay the Club an amount that you are willing to pay to obtain access to the Services. The cost of membership may be offset by the proceeds from sale of Share Entitlements, which may be allocated to you, at the Club Administrator’s maagement discretion.

If a Participation Car in which you hold a Participation Share loses part or all of its value, neither the Club nor any of its advisors or partners will provide any compensation.

Limited Marketability of Share Entitlements

Participation Shares are not currently transferable through the Club and may have limited marketability. There can be no guarantee that you will be able to sell your Share Entitlements at an acceptable price, or at all.

Valuation of Share Entitlements

From time to time the Club working with the Club Administrator will review the value it places on its underlying Participation Cars. Allocations will be made on a basis, which reflects this valuation, which may be higher or lower than the price at which the Club originally acquired such Participation Shares. If you cease to be a Member, your Equity Entitlements may, at the Club’s discretion be purchased from you at a fair value which will be determined by the Club in its absolute discretion, acting reasonably or, where possible and permitted as determined at the sole discretion by the Club Administrator, the underlying Participation Shares may be transferred to you.

Compliance with Laws and Regulations

As a Member of the Club, you are reminded that you must not post anything on this website or elsewhere relating to the Club, which could constitute a breach of the regulations in your country. Breaches of this can constitute criminal offences with penalties ranging from fines to imprisonment. Considering the real-time nature of any discussion forum on this website, it is impossible for the Club to review messages or confirm the validity of any information posted. Please remember that the Club do not actively monitor the contents of and are not responsible for any messages posted. The Club do not vouch for or warrant the accuracy, completeness or usefulness of any message, and are not responsible for the contents of any message.

The messages express the views of the author of the message alone, and not any entity associated with the Club. Any user who feels that a posted message is objectionable is encouraged to contact the immediately by email. Any such concerns should be emailed to support@epoque.club. The Club has the ability to remove objectionable messages and will make every effort to do so within a reasonable timeframe, if the Club determines that removal is necessary.

This is a manual process, however, so please realise that the Club may not be able to remove or edit particular messages immediately. You agree, through your use of this service, that you will not use the discussion forum or any other publicly accessible areas of the site to post any material which is knowingly false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person's privacy, or otherwise violation of any law in the region you and this site operates within. You agree not to post any copyrighted material unless, the copyright is owned by you or by the Club. Although the Club does not and cannot review the messages posted on the discussion forums and is not responsible for the content of any of these messages, the Club reserve the right to delete any message for any or no reason whatsoever. You remain solely responsible for the content of your messages, and you agree to indemnify and hold harmless the Club, and their agents with respect to any claim based upon transmission of your message(s). The Club also reserves the right to reveal your identity (or whatever information the Club know about you) in the event of a complaint or legal action arising from any message posted by you. Any breach of your obligations hereunder or as a Member of the Club will entitle the Club to cancel your membership with immediate effect.

Please note that advertisements, chain letters, pyramid schemes, MLM schemes, and solicitations are inappropriate to the content of this website and such postings will be removed. Please note that you may not repost content outside the Club site.

You will as a registered Member be a full Member of the Club, although you may be restricted to certain services according to your membership level. Please treat other website Members with the same respect that you would expect to receive from them.

The Club prohibits the publication in any form of its materials in third party websites, social media platforms and any form of unregulated non-compliant public domain unless expressly approved the Club and its advisers. Misuse of Club materials will be taken very seriously.

Please observe that the Club by law is obligated to prevent money laundering and financing of terrorism by complying with governing regulations, recommendations and general guidelines. This invokes supervision and investigation of transactions, which fall under the regulatory definitions. You, as a Member, are obliged to participate and reveal all information that is demanded in such investigations. While the Club does not prohibit private transactions, the Club is unable to assist in such transactions using the online platform for regulatory reasons. Abuse may lead to the suspension of your account.

Data Protection

The Club abides by all relevant legislation in relation to data protection and in relation to Member’s privacy. Please refer to the Privacy Policy and the Cookie Policy on the website. With your permission, the Club and its partners may contact you from time to time via email with details of website news, and details of products that the Club believe may be of interest to you. The option to receive such emails is user selectable and is selected during the registration process, and can be changed by the user at any time thereafter, by selecting the relevant option in their user profile screen, or by contacting the Club by e-mail on support@epoque.club.

Leaving the Club

If you wish to terminate your membership with the Club and close your account, you are required to give the Club a one month’s notice in writing. Notices should be sent to support@epoque.club. Your account with all Share Entitlements (not the ownership) can be offered to existing Members at the Club’s internal peer-to-peer trading platform. There is, however, no guarantee that you will be able to sell your Share Entitlements on this platform.   The Club is not obligated in any way to acquire member entitlements on closure of an account. All entitlements are issued to members free of charge.

Taxation

Any income or capital gains which you derive from sale of Participation Shares may be subject to direct or indirect taxation depending on the jurisdiction in which you are based.

All Members are responsible for their own tax declarations and payments. The Club expressly does not offer any advice to its Members on their personal tax liabilities or declarations. Members are therefore wholly responsible for their own tax declarations be it income tax or capital gain.

Risk Warning

The Club is not suitable for everyone: The Club is intended for individuals with an interest in learning more about owning classic cars, which carry with them a high degree of risk, and who wish to exchange information and market knowledge about this form of investment model.

Membership of the Club is not an investment: The Club is a private members’ club whose members pay a non-refundable membership fees for its Services only. Your membership fee is a payment for access to the services of the Club and does not entitle you to receive allocations of Share Entitlements. Membership fees should therefore be regarded as an expense only and not as an investment.

Participation Shares carry a high level of risk: As a Member, you may be allocated an entitlement to Participation Shares held by the Club, which can include shares classic cars of different value and condition. Participation Shares in such Participation Cars involve risks, including loss of value and illiquidity:

• Loss of value: Owning classic cars may involve significant risk. It is therefore possible that Participation Cars may lose all, or part of, their value.
• Lack of liquidity: Liquidity is the ease with which persons can sell Participation Shares. Participation Cars acquired by the Club may not be sold easily.

Purchase of additional Share Entitlements: Should you decide to acquire additional Participation Shares in addition to your share allocations on the Club’s peer-to-peer trading platform you are reminded that Share Entitlements are a high risk investment and that you should only purchase Share Entitlements if you can afford to lose the money invested. Furthermore, the value of investments, and the income from them, can go down as well as up and a Member may get back less than the amount invested.  Past performance is not a guide to future results.

Law and Jurisdiction

These Terms of Services is governed by and shall be construed in accordance  with  the  laws  of  Gibraltar and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the Gibraltar courts.

Member Consent

By accepting these Terms, I hereby confirm that:

• I understand that my monthly payments constitute my membership fees. I also understand that such memberships are non-refundable and, therefore, I have no right to claim these memberships back.
• I hereby authorise the Club to charge my account depending on my membership level.
• I understand that, as part of my membership with the Club, I may be allocated free Share Entitlements and that the Club, its Custodian, as appointed from time to time, will remain as the legal owner of Participation Shares. The allocations to my account with the Club are made in accordance with the Club Rules and these Terms of Services, and the amounts and levels will vary.
• I understand and acknowledge that the Club and/or the Club Administrator are entitled to unilaterally sell, loan or otherwise dispose of any Participation Cars held by the Club or the Custodian on behalf of the Members in so far as any ultimate benefit from such transaction will be allocated to the Member being the ultimate beneficial owner of such Participation Share.
• I understand that the only terms that apply to my membership and its benefits are those officially communicated on the Club’s website: www.epoque.club and nothing else. The Club will not take responsibility for misrepresentation or representation made by its Members or other parties that deviate from this.
• I have read and understood the terms for my membership with the Club in Gibraltar. I therefore fully agree to be bound by these Terms of Service and any supplementary rules appearing on the Club website, and as amended from time to time.

 

DEFINITIONS

• “Active Member” means a paying Member of the Club
• "Association" means époque club, an unincorporated association in Gibraltar.
• “Club Administrator” means Contemporary Art Services Ltd, incorporated in Gibraltar, being the treasurer and the administrator of the Club, or such other entity as appointed by the Club from time to time
• “Club Services” means the services provided by the Club from time to time including, without limitation to, member events, business education, access to Participation Cars.
• "Custodian" means Époque Custodian Services Ltd for the provision of being the registered owner of the Particpation Cars, or any other Custodian that the Club may appoint from time to time.
• “Inactive Member” means a non-paying Member of the Club.
• “Member" means a member of the Club, having in the past or at present, attained membership in accordance with these Rules.
• “Membership” means a paid account with the Club.
• "Notice Date" means the date on which the Member gave notice to the Club that he wished to terminate his membership or stops paying his membership fees, as set out in the Appendix A.
• “Participation Cars” means a car in which the Club’s appointed Custodian, is the legal owner of the classic car, on behalf of Members.
• "Participation Shares" The division of the ownership of a Participation Car as determined by the Club Administrator
• “Privacy Policy” means the privacy policy of the Club available at the Club’s Website.
• "Register of Members' Share Entitlements" the register kept by the Club recording the Club's Members' contractual entitlements to Participation Shares held by the Custodian on behalf of the Club.
• “Rules” means these rules of association.
• “Share Allocations” means a discretionary monthly free allocation of Share Entitlements, determined by type of membership and made by the Club Administrator to Members.
• "Share Entitlements" the rights held by the Member to Participation Shares, and as recorded in the Register of Members' Share Entitlements, details of which are readily available in the Member’s account with the Club.
• “Website” means the Website of the Club at www.epoque.club or such other URL as specified from time to time.

1. PURPOSE
   1. The Club is established for the following purpose (the “Purpose"):
      1. To pool the expertise of Members to exchange knowledge on specific business matters to affect business growth in the Club’s carefully curated businesses.
      2. The Club provides a forum for its Members to discuss and exchange ideas pertaining to the business of owning and investing in classic cars.
      3. The Club is not carrying out any investment or asset management activities on behalf of its Members but it may hold ownership in Participation Cars. Such participations shall in general be transferred to the Club in the form of remuneration as consideration for investments.
      4. The Club also provides the following associated services: a private peer to peer market for its Members to trade their Share Entitlements, regular insights, seminars, education in the field of classic cars and Club events.
      5. The Club intends to provide a community platform for industry experts and Members to interact, believing such activity encourages Member participation in the Club.
      6. The Club provides active curation of Participation Cars with the purpose to maintain and increase the value of the Participation Cars.
      7. The Club may do all things that help it to achieve or further the Purpose, in accordance with these Rules.
      8. The Club may only do things for the Purpose.
      9. The Club may only use any assets and income of the Club for the Purpose.
      10. The Club may from time to time distribute assets in the form of Participation Shares to its Members on a discretionary and gratuitous basis.
2. MEMBERSHIP
   1. Any person (the “Applicant") may apply to become a Member of the Club by registering on the Website. A Member of the Club shall have a single account membership only. Multiple accounts per Member shall not be allowed.
   2. To become an Active Member and be entitled to receive free Share Entitlements, an Applicant must (among other things):
      • agree to be bound by the Nominee Agreement whereby the appointed Nominee(s) and/or Custodian(s) shall hold the assets in Participation Companies on behalf of the Club and its Members;
      • agree to be bound by these Rules and any supplementary rules or terms appearing on the Website, as notified to Members, and as amended from time to time; and
      • In addition to the above, a Member who wishes to trade Share Entitlements on the Club’s private peer to peer market must also provide supporting documents such as KYC (Know Your Customer) i.e. Passport and Utility Bill, or any other document as it may be deemed appropriate for identification purposes and according to Anti-Money Laundering Legislations;
      • In the event that an Applicant's application is rejected, the Club does not need to provide reasons to the Applicant.
3. FEES
   1. The Club may charge such fees in relation to membership of the Club as the Club determines from time to time ("Fees”).
   2. Members must pay Fees on a monthly basis, or at such other times and in such manner as specified from time to time, at the levels set by the Club Administrator from time to time.
4. DOWNGRADING, SUSPENSION OR TERMINATION OF MEMBERSHIP
   1. If an Active Member does not make payment of the membership fee when due, and the Active Member does not pay the membership fee within seven days from it fell due, the Active Member will be automatically downgraded to inactive membership.
      1. An Inactive Member will not receive Free Share Entitlements, nor have access to the same content and functionality as Active Members.
      2. An Inactive Member will automatically lose all rights to any Share Entitlements previously allocated to the Member.
      3. An Inactive Member who has lost the right to his Share Entitlements under clause 4.1.3 can have such Share Entitlements reinstalled if such Inactive Member becomes an Active Member within six weeks from the day of becoming an Inactive Member. 
   2. A person's membership may be terminated if:
      1. in the opinion of the Club Administrator, the Member ceases to qualify for membership based on the Rules;
      2. the Member is in breach of the Rules, Terms of Service or the Code of Conduct or any Bye Laws of the Association;
      3. the Club Administrator has a reasonable suspicion of the Member’s involvement in illegal activities, which the Member’s account with the Club may be suspended until the conclusion of the investigations.
   3. In the case of Termination, the provisions of Appendix A shall apply.
      1. The Club Administrator shall not be obliged to give reasons for such termination.
      2. A person stops being a Member altogether if that person:
         1. provides to the Club Administrator, through the Club’s support function, a written notice of termination in the form appearing at and in accordance with Appendix A; or
         2. has his membership terminated in accordance with clause 4.2 above; or
         3. If a person has had his membership suspended, that person cannot exercise any member's rights (such as voting at meetings), unless and until the period of suspension ends.
      3. If a person has stopped being an Active Member at his own discretion, then that person can reactivate his payable membership before being able to exercise any member's rights. The provisions of Appendix A shall apply.
      4. If a person has stopped being a Member by the Club Administrator’s decision for any of the reasons listed in clause 4.2 above, then in order to rejoin that person must reapply for membership in the ordinary manner, and must have that application accepted, before being able to exercise any member's rights.
      5. In the event that a person resigns as a Member, that person is not entitled to any reimbursement of any Fees (or any part of any Fees) that have been paid and the terms and conditions appearing in Appendix A shall apply.
5. REGISTER OF MEMBERS
   1. The Club will maintain a register of Members (the “Register”).
   2. A person will become a Member when that person's name is entered in the Register, regardless being an Active or Inactive Member.
   3. The following details for each Member ("Details") will be recorded in the Register:
      1. full name;
      2. postal address;
      3. date of birth;
      4. date of registration on the Website;
      5. phone number;
      6. email address;
      7. payment details (if applicable);
      8. copy of KYC documents submitted (if applicable).
   4. If a person stops being a Member, the Club will enter in the Register the date that the person stopped being a Member, as soon as possible after the person stops being a Member.
   5. The Register will not be made public, however access shall be required for certain persons in accordance with the Club’s Privacy Policy. If a Member requests that access to (some or all of) his Details to be restricted, the Club and the Club Administrator may, in accordance with the Privacy Policy, restrict access to such details.
   6. In the event of Termination, the Club reserves the right to keep the Details of a closed account that the Club deems necessary to comply with its legal or regulatory obligations, resolve disputes and enforce agreements.
   7. If, after the Termination, a Member wishes to know which Details the Club maintains, then the Member may proceed with a formal request to have access to the Details in accordance with his rights set out in the Privacy Policy.
6. ACCESS TO DOCUMENTS
   1. Members may request access to or copies of the following documents (the “Documents")
      1. the Rules;
      2. any Bye Laws, Terms of Service and Codes of Conduct or other rules set by the Club Administrator.
   2. For the sake of clarity, the Club is not required to provide Members with access to or copies of the Club Administrator meeting minutes, unless the Club Administrator explicitly allows it.
   3. The Club must provide its Members with access to or copies of the Documents, unless:
      1. the request that the Member has made for the access to or copies of the Documents is unreasonable; or
      2. the Documents contain information which is confidential, or which relates to another person's personal, legal, medical, health, employment, or financial matters or any other personal data as defined under data protection law; or
      3. providing access to or copies of the Documents may cause a breach of a law; or
      4. providing access to or copies of the Documents could cause harm or damage to the Club, the Club Administrator and/or any other connected party.
   4. In the event that the Club refuses for a reason described under the preceding sub-clause hereof to provide a Member with access to or copies of any Documents, but the Club may be able to provide limited access or limited copies without causing one of the issues in the preceding sub-clause hereof, then the Club will provide such limited access or limited copies to the Member.
   5. Any documents or copies that the Club is providing to a Member under this clause will be provided within a reasonable time but no later than 4 (four) weeks.
   6. The Club may charge reasonable fees for producing copies of any documents in accordance with this clause. The fees shall not exceed £150 per request.
7. THE CLUB ADMINISTRATOR
   1. The Club will have a Club Administrator which will itself have a board of directors of at least two people.
   2. The Club Administrator has the following role:
      1. governing the Club
      2. managing the day-to-day operation of the Club
      3. ensuring that the Club is managed responsibly
      4. ensuring that the Club operates in pursuit of its Purpose
   3. The Club Administrator will have all of the specific powers and functions that the Club has except for those powers or functions which are reserved to be exercised by Members.
   4. The Club Administrator may delegate its powers or functions to staff members, advisers and Members of the Club, at its own discretion and as permitted by law.
   5. The Club Administrator has the power to appoint and remove Members from various positions, and may determine the roles and responsibilities of any Committee Member.
   6. The Club Administrator makes all decisions at its own discretion on behalf of the Members in relation to investments in, the disposal of or any other transaction involving Participation Cars. The Club Administrator is thereby entitled to unilaterally sell, loan or otherwise dispose of any Participation Cars held by the Club or the Custodian on behalf of the Members in so far as any ultimate benefit from such transaction will be allocated to the Member being the ultimate beneficial owner of Participation Shares.
8. CLUB ADMINISTRATOR DUTIES
   1. In addition to any other duties and responsibilities provided by law or elsewhere in these Rules, the Club Administrator has the following duties:
      • ensuring that accurate minutes are kept in relation to general meetings and all other meetings; and
      • ensuring that other records are kept in accordance with these Rules.
   2. The Club Administrator, as may be appointed from time to time, must:
      1. act with reasonable care and diligence;
      2. act honestly and fairly in the best interests of the Club and for its purpose;
      3. not misuse their position or information they gain as Club Administrator;
      4. disclose conflicts of interest;
      5. ensure that the financial affairs of the Club are managed responsibly; and
      6. not allow the Club to operate while it is insolvent.
9. GENERAL MEETINGS OF MEMBERS
   1. The Club Administrator may call a general meeting of Members ("General Meeting").
   2. If a group of Members which makes up at least 75% (seventy-five per cent) of the total Members entitled to vote at General Meetings asks the Club Administrator to call a General Meeting, then the Club Administrator must call a General Meeting.
   3. For the sake of clarity, Active Members only shall be entitled to call and/or vote at General Meetings.
   4. Any Members requesting a General Meeting under the preceding sub-clause hereof must, at the time of the request for the General Meeting, provide details of any resolution that is to be proposed at the General Meeting.
   5. In the event that a group of Members requests a General Meeting under the preceding sub-clauses hereof, but the Club Administrator does not call a General Meeting within 2 (two) months of having received that request:
      1. 50% (fifty per cent) or more of the group of Members who initially requested the General Meeting, being the group of at least 75% (seventy-five per cent) of the total Members entitled to vote at General Meetings, may call a General Meeting; and
      2. the General Meeting must be held within 3 (three) months of the initial request for a General Meeting; and
      3. the General Meeting should, as much as possible, be held in accordance with the procedures set out in these Rules; and
      4. Members shall be entitled to claim, from the Club, any reasonable expenses that Members respectively incur as a result of calling and/or organising the General Meeting.
   6. Members (and any auditor that has been appointed to the Club) must be given at least 21 (twenty-one) days' notice of any General Meeting.
   7. The notice of any General Meeting must be provided in writing, and sent to the Member using the contact details that are recorded in the Register.
   8. The notice of any General Meeting must include the details of the General Meeting, any resolutions to be proposed at the General Meeting, any issues that are proposed to be discussed at the General Meeting, and whether any technological systems may be used to enable Members to attend the General Meeting from a different location.
   9. Members can propose resolutions to be voted on at a General Meeting in the following manner:
      1. a group of at least 75% (seventy-five per cent) of Members who are entitled to vote at a General Meeting may write to the Club Administrator to propose the resolution;
      2. provided that the Club Administrator is able to meet the requirements regarding notifying Members of proposed resolutions prior to the General Meeting, then the Club Administrator will notify Members of the proposed resolution; and
      3. the proposed resolution will be proposed at the next General Meeting, held no later than two months after the date Members first propose the resolution.
   10. Members may propose resolutions in any other way permitted by law or by these Rules.
   11. The Club Administrator will chair General Meetings and is responsible for the conduct of the General Meeting.
   12. The Club Administrator must give Members a reasonable opportunity to make comments and ask questions, including to any auditor that may have been appointed to the Club.
   13. Each Member in attendance at a General Meeting (whether in person, or by some other means) has one vote.
   14. Votes at a General Meeting may be taken in the following manner:
       1. by a show of hands; or
       2. by a written ballot; or
       3. by any other method that the chair determines to be reasonable in the circumstances.
   15. If a vote is held initially by a show of hands, any Member can request that the vote be held again by written ballot.
   16. A vote only passes if a majority of Members voting on it, vote in favour of it. The chair does not have a deciding vote.
   17. In the event that a vote is held by a show of hands, the chair will be responsible for counting the show of hands, and the chair's decision as to the result of that show of hands is conclusive evidence of the result of the vote.
10. QUORUM FOR GENERAL MEETINGS
    

    A quorum for General Meetings is 50% (fifty per cent) of Members entitled to vote at a General Meeting. If 50% (fifty per cent) or more of Members entitled to vote at a General Meeting are present at a particular General Meeting, the General Meeting is validly held.

11. ADJOURNING GENERAL MEETINGS
    1. If a quorum is not present within 30 (thirty) minutes after the General Meeting was scheduled to start, the chair of that General Meeting may adjourn the General Meeting.
       1. If the chair of a General Meeting determines that there is not enough time at the General Meeting to consider all of the business that needs to be considered at that General Meeting, then the chair may adjourn the General Meeting.
       2. The chair of a General Meeting must adjourn the General Meeting if the majority of Members who are entitled to vote at the General Meeting (and who attend the General Meeting) tell the chair to do so.
       3. In the event that a General Meeting is adjourned, no new business may be dealt with at the resumed meeting (the “New Meeting"). Only unfinished business from the adjourned meeting (the “Adjourned Meeting") may be addressed.
       4. In the event that a General Meeting is adjourned, a notice of the New Meeting must be provided to all Members who are entitled to vote at the General Meeting using the contact details that are recorded in the Register.
       5. In the event that the New Meeting is scheduled for a date that is less than 21 (twenty-one) days from the date of the Adjourned Meeting, then a notice of the New Meeting does not need to comply with the 21 (twenty-one) day notice requirements (but still needs to be provided to Members who are entitled to vote at the General Meeting)
12. SPECIAL RESOLUTION
    1. A special resolution of the Club (the “Special Resolution") is passed if:
       1. at least 21 (twenty-one) days' notice of the Meeting at which the Special Resolution will be proposed has been given to Members who are entitled to vote at the General Meeting; and
       2. at least 75% (seventy-five per cent) of Members who are entitled to vote at the General Meeting (and are in attendance at the Meeting), vote in favour of the Special Resolution.
13. USE OF FUNDS
    1. The Club may receive funding from any of the following sources:
       1. sale of Participation Cars;
       2. monthly and/or annual membership fees;
       3. other fees introduced by the Club to grant access to specific services;
       4. grants;
       5. loans;
       6. interest;
       7. any other lawful source which is approved by the Club Administrator and which is consistent with furthering the Club's Purpose.
    2. The Club Administrator must set up policies and procedures in relation to the management and holding of funds or assets on behalf of the Club. The Club Administrator may maintain cash and commission accounts on behalf of Members but for the avoidance of doubt these are not required to be segregated.
    3. The funds or assets shall be used in the manner as directed by the Club Administrator from time to time to further the Purpose.
    4. The Club Administrator must determine who is responsible for overseeing the use of funds or assets that are held on behalf of the Club or its Members.
14. RECORD KEEPING 
    1. The Club must maintain written records (the “Records") that:
       1. correctly record its operations; and
       2. correctly record and explain its financial situation; and
       3. enable true and fair financial statements to be prepared and audited.
    2. The Club must produce the Records if and when required by law.
    3. The Club must retain the Records for at least 3 (three) years or such time as required by law as may apply from time to time.
15. AMENDMENTS TO RULES AND CREATION OF BYE LAWS
    1. Subject to the other provisions of these Rules, and subject to any applicable laws, these Rules may be amended by the Club Administrator in its discretion, or by Members who are entitled to vote passing an Ordinary Resolution at a General Meeting in support of the proposed amendment.
    2. Notwithstanding the preceding sub-clause hereof, the Club Administrator may agree and propose amongst itself bye laws to be followed by the Club’s Members, provided that such Bye Laws do not materially conflict with these Rules, and in the event of any conflict these Rules shall prevail.
16. FINANCIAL YEAR
    The Club's financial year will run from 1 January until 31 December, unless the Club Administrator passes a resolution to change the financial year.
17. INDEMNITY
    1. To the maximum extent permitted by law, the Club hereby indemnifies Members for any expenses, debts or liabilities that the Member incurs on behalf of the Club, provided that the Member was authorised in writing by the Club to incur those expenses, debts or liabilities, and the Member was acting in good faith and in the best interests of the Club when the Member incurred the expenses, debts or liabilities.
    2. In the event that the indemnity described in this clause (the “Indemnity") applies to a Member, the Member shall be entitled to be reimbursed out of the assets or income of the Club.
    3. The Indemnity only applies if the Member is not entitled to be indemnified by any other party, and is not actually indemnified by any other party.
    4. The Indemnity is a continuing obligation and is enforceable by a person even if the person has stopped being a Member of the Club.
18. DISPUTE RESOLUTION
    1. In the event that there is a dispute between one or more Members  ("the Parties"):
       1. the Parties must first attempt, in good faith, to resolve the dispute between themselves;
       2. if 14 (fourteen) days after the dispute first arose between the Parties, the Parties have been unable to resolve the dispute, then the Parties must notify the Club Administrator about the dispute; and
       3. the Club Administrator will determine how the dispute may be resolved.
    2. The Club Administrator may, from time to time, implement an additional or different policy or policies regarding dispute resolution.
    3. Any dispute resolution policy must require the Parties to the dispute to first seek to resolve the matter directly between themselves.
    4. Any dispute resolution policy must allow each Party to the dispute a reasonable opportunity to present their respective arguments.\
    5. In the event that a dispute cannot be resolved the Club Administrator may appoint a person who is independent to the dispute ("the Independent Person"), to resolve the dispute. This Independent Person may be a Member (provided that Member is independent to the dispute), but need not be.
19. DISCIPLINE OF MEMBERS
    1. The Club Administrator may take disciplinary action against a Member if it considers that the Member:
       1. has breached these Rules or any general or specific compliance advice the Club has made available from time to time; or
       2. has caused, is causing or will cause harm or loss to the Club (whether financial or otherwise).
    2. The Club Administrator may, from time to time, implement whatever disciplinary policy or policies it chooses to, provided that:
       1. before taking any further disciplinary action against a Member, the Club Administrator must firstly write to the Member to tell the Member why the Club Administrator proposes to take disciplinary action; and
       2. the outcome of any disciplinary procedure must be determined by an unbiased and independent decision-maker; and
       3. the Member that is the subject of the disciplinary action must be given a reasonable opportunity to provide an explanation or to defend himself; and
       4. any disciplinary action must be taken as soon as reasonably practicable after the occurrence of the incident(s) which gave rise to the disciplinary action; and
       5. the Club Administrator must notify the Member of the outcome of any disciplinary action as soon as reasonably practicable.
    3. The Club Administrator and the Club will not be liable for any loss or harm that a Member may incur as a result of disciplinary action that the Club Administrator or the Club takes in good faith against the Member in accordance with this clause.
20. ASSIGNMENT AND DELEGATION
    1. The Club Administrator may, at its own discretion, outsource services to third parties to provide certain designated services to the Club under these Rules, and Members agree that it may transfer its obligations and duties to another entity or person at any time.
    2. These Rules are only enforceable by Members and the Club and no other person shall have any rights to enforce any provision of this Rules.
    3. Other than upon incapacity or death in accordance with Appendix 2, Members may not assign, transfer, dispose of or grant security over any of their rights and obligations under these Rules without the prior written consent of the Club Administrator.
21. WINDING UP
    1. The Club may be wound up upon the passing at a General Meeting of a Special Resolution to wind up the Club.
    2. The Club Administrator may decide to wind up the Club if so required by law or at its own discretion if the Club Administrator has reasonable grounds therefore.
    3. Upon the winding up of the Club, the assets of the Club may be used to pay any debts and other liabilities of the Club.
    4. Any surplus assets (after payment of the Club's debts and other liabilities under the preceding sub-clause) may be distributed to current Active Members in accordance with their Share Entitlements.

Adopted this 1st day of April 2024
Amended on this 1st day of November 2024

 

APPENDIX A

 

TERMINATION OF MEMBERSHIP

This agreement shall govern the termination of your membership with the Club.

Club:               Époque, an unincorporated association under Gibraltar law.

Club Email:     If you wish to Terminate your membership with the Club and have your share entitlements and/or assets transferred out to your private account, please send this Termination Notice to:
support@epoque.club 

 

Member
Name:     
Address:     
Email:     
User ID:     
Notice Date:    

The terms set out below in this Appendix A shall apply between the Parties set out the above.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

A reference to writing or written includes e-mail

References to clauses are to the clauses of this agreement

 

1. TERMINATION OF MEMBERSHIP AND TRANSFER OF SHARES
   1. The Member's membership with the Club shall immediately terminate upon successful receipt and confirmation of termination from the Club Administrator (the “Termination Date").
      1. For the sake of clarity, the leaving Member shall remain entitled to have free Share Entitlements allocated to his account with the Club until the date falling 30 (thirty) days after the last membership payment.
      2. If an Active Member terminates his membership within 14 days (the “Refund Period”) of such Active Member paying his first membership fee, such Active Member shall be entitled to a full refund of such membership fee. Any Share Entitlements allocated to the Active Member during the Refund Period shall be forfeited.
   2. The Member may revoke his request of termination of membership and a new payment of his membership fee has been successfully completed within six weeks of the Termination Date.
   3. On the Termination Date, all of the Member's access to the Club's services shall cease, and such Member’s Share Entitlements shall be automatically forfeited in favour of the Club and the Member shall no longer have any rights to them.
   4. Following the Termination Date, the Member shall not be charged for any additional Club membership fees, however all membership fees charged to him prior to the Termination Date shall be payable by the Member to the Club in full and shall be non-refundable.
2. NOTICES
   1. Any notice or other communication required to be given under this agreement, shall be in writing and shall be sent by email to support@epoque.club.
   2. Any other communication sent by email shall be deemed to have been duly received immediately after sending.
   3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
3. ASSIGNMENT
   1. Neither party shall, without the prior written consent of the other party, assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with this agreement or any of its rights and obligations under or arising out of this agreement (or any document referred to in it), or purport to do any of the same,
   2. Each party that has rights under this agreement is acting on its own behalf and not for the benefit of another person
4. ENTIRE AGREEMENT AND VARIATION
   1. This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
   2. Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
   3. Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
   4. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
5. NO WAIVER
   No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
6. SEVERANCE
   1. If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
   2. If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
7. GOVERNING LAW AND JURISDICTION
   1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with Gibraltar law.
   2. The parties irrevocably agree that the courts of Gibraltar shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter.

 

APPENDIX B

INCAPACITY AND POWER OF ATTORNEY DEATH OF A MEMBER

1. INCAPACITY AND POWER OF ATTORNEY
   1. In the event of a Member’s legal incapacity, the Club’s relationship with such Member will terminate automatically upon receipt of written notice unless the Member has granted a power of attorney to another person to administer his affairs and under which such person can continue to act on his behalf. The Club reserves the right to require proof or further details of a Member’s legal incapacity and the validity of the Power of Attorney, at the reasonable cost of the Member’s attorney.
   2. Where a power of attorney has been granted over a Member’s account, the person appointed may continue to administer the account in accordance with the attorney’s instructions until such time as the power of attorney is revoked, or until the time of the relevant Member’s death.
2. DEATH OF A MEMBER
   1. Upon receipt of notification of a Member death, by which a written notification and the death certificate is required, his membership will be suspended. For Members who had indicated a person (such as an Executor of his estate or a personal representative) to take over the management of his membership the Club will operate such membership on a “care and maintenance” basis whereby the Club will for a reasonable time thereafter continue to provide custody of his Share Entitlements through the Club’s appointed Custodian.
   2. Unless otherwise agreed, the Club will not accept any instructions over any membership in the Member’s name until we have received: (i) a certified copy of the death certificate or a grant of probate or the will, and (ii) a confirmation of who has legal responsibility for distributing the Member estate (all documents to be provided in English). Thereafter, under this Agreement the executor or personal representative may only instruct the Club to sell or transfer the Share Entitlements in accordance with this clause and the procedure specified upon a Member leaving the Club at Appendix A), subject to formal written instructions. Such provisions and this Agreement will be binding on the executor or personal representative.
   3. Please note that neither the Club or the Club Administrator can guarantee that any sale of Share Entitlements can be executed.
3. PROCEDURES TO TRANSFER SHARES IN THE EVENT OF DEATH
   1. In the event of a Member death, the executor, Club Administrator, personal representative (if appointed) or closest family member shall follow the below procedures to sort out the affairs of the deceased with regards to his assets (acquisitions), including any positive balance in his cash account or Share Entitlements with the Club:
      The appointed Custodian shall hold the assets or Share Entitlements, as nominee or custodian as it is the case, for the Member estate until such time as the beneficial interest in the same is transferred.
   2. If the Club receives instructions from the Member executor, personal representative or heir following a Member death indicating to whom the beneficial interest in the assets or Share Entitlements should be transferred (the "Inheritor") together with evidence to the satisfaction of the Club:
      1. The Member estate shall cease to be the beneficial owner of the assets and Share Entitlements; and
      2. The Inheritor(s) shall be, and the Club shall treat the Inheritor as being the beneficial owner of the assets and Share Entitlements.
4. PROCEDURES TO SELL SHARES IN THE EVENT OF DEATH 
   1. The Club at its own discretion can offer to buy the Member’s entire Share Entitlements for 40% of the current strike price as posted on the Club website (to be determined in the occasion of receipt of a death certificate and confirmation of who has legal responsibility for distributing the Member estate). It is up to the Member executor, personal representative or heir to accept such price.
   2. Terms of payment for the acquisition of portfolios of Share Entitlements will be negotiated on a case by case basis, provided that the first payment is made within the first 30 days of the agreement between the parties. Payments will be made to the Member’s registered bank account.
   3. Alternatively, the Member executor, personal representative or heir can access the Club’s internal Peer-to-Peer trading system to buy and sell Share Entitlements for a monthly fee as an alternative to transferring the assets out of the Club. It is up to the other Members to determine the price of which they are willing to pay for the Share Entitlements and to the Member executor, personal representative or heir to accept such price. The Club however shall have the right to approve all trades at its discretion in deciding how to match up the trades once the buyer and the seller have placed their respective orders.
   4. The Member executor, personal representative or heir can request a cash withdrawal from a positive cash account with the Club at any time after taking over the account.
   5.