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Effective date: [INSERT DATE]
Version: [INSERT VERSION NUMBER]

1. About These Terms

These Legacy Circle Membership Terms govern applications for and participation in the Velvet Society Legacy Circle.

The Legacy Circle is a private lifetime founding membership programme administered by:

Velvet Group Limited, New Zealand company number [INSERT], NZBN [INSERT], trading as Velvet Society.

In these Terms, Velvet Group Limited is referred to as:

- Velvet;
- Velvet Society;
- the Provider;
- we;
- us; or
- our.

Relevant Velvet Society, Legacy Circle, Eros and associated intellectual property is owned by or licensed through:

Luxe IP Holdings Limited, New Zealand company number [INSERT], NZBN [INSERT].

Luxe IP Holdings Limited is referred to as the IP Owner.

By applying for, accepting or purchasing Legacy Circle membership, the applicant or member agrees to:

- These Legacy Circle Membership Terms.
- The applicable Tier Benefits Schedule.
- The Financial Opportunity Disclosure.
- The Privacy Policy.
- The Confidentiality and Portal Access Undertaking.
- Any event, venue, guest or benefit-specific conditions disclosed before use.

2. Definitions

In these Terms:

Applicant means a person who applies for Legacy Circle membership or private portal access.

Approved Applicant means an applicant who has been authorised to access the private Legacy Circle portal but has not necessarily purchased membership.

Benefit means a service, privilege, discount, recognition item, invitation, access right or other feature identified in the Tier Benefits Schedule.

Confidential Information means non-public information concerning Velvet, the Legacy Circle, the IP Owner, related entities, memberships, prices, benefits, financial opportunities, strategy, finances, members, partners, suppliers, technology or intellectual property.

Core Benefits means the principal benefits expressly identified as included within the member’s applicable tier.

Discretionary Benefit means a benefit described using words such as selected, eligible, invited, priority, potential, may, where available or subject to availability.

Founder or Legacy Founder means an approved Legacy Circle member. It is a membership designation only.

Legacy Circle means Velvet Society’s private lifetime founding membership programme.

Lifetime means the lifetime of the approved individual member, subject to these Terms and the continued operation of Velvet Society or a reasonably comparable successor programme.

Member means an applicant whose membership has been approved, accepted and activated.

Membership Fee means the one-time fee payable for the applicable membership tier.

Partner means an independent venue, hotel, transport operator, hospitality provider, brand, sponsor, supplier or other third party offering or supporting a benefit.

Portal means the password-protected Legacy Circle website, application or digital information area.

Priority means the order in which eligible members may be invited, considered or given access. Priority does not guarantee availability or acceptance.

Related Entity means an entity associated with the Velvet, Luxe or Eros ecosystem, including an authorised operating, holding, intellectual-property, investment, project or joint-venture entity.

Tier means Legacy Silver, Legacy Gold, Legacy Platinum or Legacy Black.

3. Nature of Legacy Circle Membership

Legacy Circle membership is:

- A private lifetime membership service.
- A personal and non-transferable membership.
- Subject to application and approval.
- Subject to the member’s ongoing compliance with these Terms.
- Separate from shares, equity and investment products.
- Intended to provide access, recognition, privileges, services and opportunities.

The Membership Fee does not automatically provide:

- Shares.
- Equity.
- Ownership.
- Voting rights.
- Dividends.
- Profit participation.
- Interest.
- Repayment rights.
- A shareholder loan.
- A convertible note.
- Management authority.
- Directorship.
- Partnership status.
- A guaranteed financial return.
- A guaranteed future investment opportunity.

4. Membership Tiers

The Legacy Circle currently includes:

- Legacy Silver Founder.
- Legacy Gold Founder.
- Legacy Platinum Founder.
- Legacy Black Founder.

Each Tier:

- Is a separate lifetime membership level.
- Has its own benefits and priority.
- Does not automatically include every benefit of another Tier.
- Remains subject to the Tier Benefits Schedule.

Legacy Silver is a lifetime Silver membership.

Legacy Gold is a lifetime Gold membership.

Neither Silver nor Gold constitutes or automatically includes Platinum membership.

5. Application and Approval

Membership is available only through:

- Application.
- Private invitation.
- Referral.
- Confidential consultation.
- Another process approved by Velvet.

Velvet may assess:

- Identity.
- Age.
- Contact information.
- Professional or business background.
- Existing relationship with Velvet or Eros.
- Reputation.
- Community alignment.
- Conduct history.
- Financial capacity.
- Source of membership funds.
- Suitability for the requested Tier.
- Potential risks to members, partners, Velvet or the IP Owner.

Submitting an application:

- Does not guarantee approval.
- Does not reserve a membership.
- Does not create a membership contract.
- Does not guarantee Portal access.
- Does not guarantee a particular Tier.
- Does not guarantee an investment opportunity.

Velvet may:

- Approve the requested Tier.
- Recommend another Tier.
- Request further information.
- Require a confidential interview.
- Require identity or financial verification.
- Approve an application subject to conditions.
- Decline an application.
- Withdraw conditional approval before membership activation.

Velvet is not required to disclose confidential selection methodology or detailed reasons for declining an application, except where required by law.

6. Eligibility

Unless Velvet expressly approves otherwise, an applicant must:

- Be at least 18 years old.
- Have legal capacity to enter into a contract.
- Provide accurate information.
- Meet the applicable financial-capacity requirements.
- Be aligned with Velvet’s values and conduct expectations.
- Not present an unreasonable legal, safety, reputational or financial risk.
- Pay the Membership Fee using legitimate funds.
- Comply with applicable laws.

Legacy Black membership may also require:

- Confidential application or private invitation.
- Enhanced identity verification.
- Enhanced financial-capacity verification.
- Personal or professional references.
- Reputation and suitability assessment.
- Approval by Velvet’s authorised leadership.
- Alignment with the long-term direction of Velvet Society.

Legacy Black membership is intended to be limited to no more than 100 approved members globally, unless this limit is expressly amended before an applicant purchases membership.

7. Financial Capacity Review

Because Legacy Circle membership involves a substantial one-time fee, Velvet may undertake a Financial Capacity and Membership Suitability Review.

Applicants may be required to disclose:

- Approximate annual income.
- Approximate net assets.
- Approximate liquid assets.
- Intended source of funds.
- Whether payment will be personal, corporate or through a trust.
- Whether borrowing is intended.
- Whether the fee can be paid without unreasonable hardship.
- Other reasonably relevant financial information.

Velvet may request supporting evidence including:

- An accountant’s letter.
- A lawyer’s letter.
- A financial adviser’s confirmation.
- Bank confirmation.
- Investment portfolio summary.
- Company or trust information.
- Evidence of property or business ownership.
- Evidence of a completed or proposed asset sale.
- Other reasonable verification.

Applicants may redact irrelevant information where the remaining information is sufficient for verification.

The Financial Capacity and Membership Suitability Review:

- Relates only to membership suitability.
- Is not financial advice.
- Is not credit approval.
- Is not certification as a wholesale investor.
- Is not approval for any future share or financial-product offer.

8. Membership Fees

The current Membership Fees are identified in the private Tier Benefits Schedule.

Unless otherwise expressly agreed:

- All prices are in New Zealand dollars.
- Prices are [INCLUSIVE/EXCLUSIVE] of GST.
- Payment must be made to Velvet Group Limited or its approved payment provider.
- Payment to an unauthorised person does not discharge the applicant’s payment obligation.
- Membership does not activate until payment has cleared and Velvet confirms activation in writing.

Velvet may offer:

- Full payment.
- An approved instalment arrangement.
- A deposit followed by scheduled payments.
- Another written payment arrangement.

Any instalment arrangement must state:

- Total amount payable.
- Deposit.
- Payment dates.
- Consequences of missed payments.
- Whether benefits activate before full payment.
- Whether ring production or other personalised items begin before full payment.

9. Cooling-Off and Cancellation Before Activation

An applicant may cancel before membership activation by written notice.

Where payment has already been made but membership has not activated, Velvet will refund the amount paid less:

- Any lawful non-refundable application or administration amount expressly disclosed before payment.
- Any authorised third-party costs already incurred at the applicant’s request.
- Any personalised item already ordered with the applicant’s express approval.

Velvet may offer a voluntary reconsideration period of:

[SELECT AND INSERT: 7 / 10 / 14 CALENDAR DAYS]

The reconsideration period begins when:

- The applicant accepts the membership contract; or
- The first payment is received,

whichever occurs later.

Any voluntary reconsideration period is subject to the conditions displayed at checkout and does not reduce rights available under applicable law.

10. Membership Activation

Membership begins when:

- Velvet confirms approval.
- The applicable agreement has been accepted.
- Required verification has been completed.
- The required payment has cleared.
- Velvet issues written activation confirmation.

Membership activation may include:

- Issuing a membership number.
- Creating a Portal account.
- Ordering a membership card.
- Ordering a founder ring where applicable.
- Adding the member to the private founder register.
- Arranging an onboarding consultation.

11. Meaning of Lifetime Membership

Lifetime membership continues for the lifetime of the approved individual member, subject to:

- These Terms.
- Conduct requirements.
- Suspension and termination provisions.
- The continued operation of Velvet Society or a reasonably comparable successor programme.
- Applicable law.

Lifetime membership does not mean:

- Every event is free.
- Every event is guaranteed to occur.
- Every benefit will remain identical forever.
- Every Partner will remain available.
- Every venue or service will remain unchanged.
- Velvet must operate in a particular city indefinitely.
- Membership can never be suspended or terminated for serious breach.
- The membership passes automatically to another person.

12. Legacy Priority Framework

Where access or capacity is limited, priority will generally apply in this order:

1. Legacy Black Founders.
2. Legacy Platinum Founders.
3. Legacy Gold Founders.
4. Legacy Silver Founders.
5. Other eligible Velvet Society members.
6. The general public, where applicable.

Priority may apply to:

- Ticket releases.
- VIP tables.
- Private experiences.
- Guest access.
- Founder events.
- Concierge availability.
- Partner benefits.
- Commercial opportunities.
- Capital-raise briefings.
- Expressions of interest.
- Potential founder-share allocations.

Priority means earlier access or enhanced consideration.

Priority does not guarantee:

- Admission.
- A ticket.
- A table.
- A complimentary benefit.
- Acceptance of a guest.
- Membership in another programme.
- A commercial agreement.
- An investment opportunity.
- A share allocation.
- Financial return.

Velvet may depart from strict priority where reasonably necessary because of:

- Safety.
- Venue capacity.
- Regulatory requirements.
- Investor eligibility.
- Strategic suitability.
- Geographic availability.
- Partner restrictions.
- Event format.
- Fair allocation between members.
- Another legitimate operational reason.

13. Benefits

The applicable benefits are identified in the Tier Benefits Schedule.

Benefits may include:

- Ticket discounts.
- Beverage-package discounts.
- Advance ticket access.
- VIP entry.
- Table priority.
- Concierge services.
- Guest privileges.
- Founder rings.
- Founder cards.
- Founder recognition.
- Annual gifts.
- Private experiences.
- Travel or transport benefits.
- Partner privileges.
- Commercial introductions.
- Financial-opportunity access.

Benefits are personal to the member unless expressly stated otherwise.

Benefits:

- Have no cash value unless expressly stated.
- Cannot be resold.
- Cannot be exchanged for cash.
- Cannot be transferred without written approval.
- Cannot be combined with another promotion unless expressly permitted.
- Remain subject to availability and applicable conditions.

14. Changes to Benefits

Velvet may reasonably update benefits where necessary because of:

- Venue changes.
- Partner withdrawal.
- Supplier changes.
- Safety requirements.
- Legal or regulatory requirements.
- Product availability.
- Changes in technology.
- Commercial sustainability.
- Changes in event formats.
- Events beyond Velvet’s reasonable control.

Where practical, Velvet will:

- Give reasonable notice of material changes.
- Preserve the member’s Tier designation.
- Preserve the relative priority between Tiers.
- Offer a reasonably comparable replacement for a discontinued Core Benefit.
- Avoid materially reducing the overall substance of the membership without reasonable justification.

A change to a Discretionary Benefit does not necessarily constitute a breach of the membership contract.

Nothing in this clause limits any remedy available under applicable law where a change amounts to a substantial failure to provide the contracted service.

15. Event Benefits

Event benefits may be subject to:

- Capacity.
- Venue rules.
- Advance booking.
- Registration deadlines.
- Dress requirements.
- Application or screening.
- Guest approval.
- Age restrictions.
- Health and safety conditions.
- Liquor-licensing requirements.
- Behavioural standards.
- Partner conditions.
- Separate event charges.

Ticket discounts apply only to:

- Eligible tickets.
- Eligible events.
- The approved member’s allocation.
- Purchases made through authorised channels.

Ticket discounts do not apply to:

- Taxes.
- Booking fees.
- Payment fees.
- Travel.
- Accommodation.
- Third-party products.
- Excluded partner events.
- Resale purchases.
- Any other item identified before purchase.

16. Beverage and Bottle-Service Benefits

Beverage discounts and bottle-service privileges:

- Apply only at eligible events.
- Require advance confirmation where stated.
- Are subject to venue licensing.
- Are subject to responsible-service obligations.
- May be refused where service would be unlawful or unsafe.
- May be subject to minimum-spend requirements.
- May exclude premium products.
- May be replaced with a reasonably comparable alternative where supply is unavailable.
- Are not redeemable for cash.
- Are not transferable unless expressly approved.

Complimentary bottle service does not mean unlimited alcohol.

17. Concierge and Relationship-Manager Services

Concierge support may include:

- Ticket assistance.
- Event registration.
- Table enquiries.
- Guest coordination.
- Beverage arrangements.
- Partner-benefit assistance.
- Accommodation information.
- Transport information.
- Special occasion coordination.
- Private experience enquiries.
- Strategic introductions.

A concierge or relationship manager:

- Acts as a coordination service.
- Does not guarantee availability.
- Does not provide legal, financial or investment advice.
- Does not guarantee third-party performance.
- Does not act as the member’s agent unless expressly agreed.
- May require reasonable notice.
- May be unavailable outside stated service hours.
- May charge for external goods or services.

Legacy Black members may receive a dedicated relationship manager, subject to staffing and availability.

18. Guest Privileges

A member is responsible for guests introduced, invited or sponsored by that member.

Guests may be required to:

- Apply.
- Provide identification.
- Be approved.
- Accept event terms.
- Comply with conduct and consent standards.
- Pay applicable charges.
- Complete registration within stated deadlines.

Guest access may be refused or withdrawn where reasonably necessary.

Guest passes:

- Are personal to the approved guest.
- Have no cash value.
- Cannot be sold.
- Cannot be publicly advertised.
- Cannot be transferred without approval.
- May exclude premium, flagship or Partner events.
- Expire if not used within the applicable period.

A member may be responsible for loss or damage directly caused by the member’s guest where the member authorised, encouraged or failed reasonably to address the guest’s conduct.

19. VIP Tables and Premium Areas

VIP-table and premium-area benefits remain subject to:

- Capacity.
- Event format.
- Advance booking.
- Minimum spend.
- Guest limits.
- Venue rules.
- Safety requirements.
- Availability.

Priority consideration does not guarantee a table at every event.

Where a table or premium area requires additional payment, the amount will be disclosed before confirmation.

20. Founder Cards, Rings and Gifts

Founder cards, rings and gifts:

- Are supplied only to approved members.
- May be personalised.
- May display a membership number.
- Remain commemorative membership items.
- Do not independently prove current access rights.
- Do not provide shares or voting rights.
- Cannot be used by another person to access benefits.
- May be replaced at the member’s cost if lost, stolen or damaged.

Founder-ring designs and associated intellectual property remain owned by or licensed through the IP Owner.

The member owns the physical ring supplied to them but does not acquire ownership of:

- The ring design.
- Trade marks.
- Logos.
- Engraving systems.
- Manufacturing specifications.
- Associated branding.

Annual gifts:

- May change each year.
- Are subject to availability.
- May vary between members.
- May be supplied by Partners.
- Have no cash alternative unless expressly offered.

21. Partner and Third-Party Benefits

Partners are independent businesses unless expressly stated otherwise.

Partner benefits:

- Are subject to the Partner’s terms.
- May be changed or withdrawn.
- May vary by location.
- May require separate registration.
- May involve additional payment.
- May not be available in every country or city.

Velvet will use reasonable care when selecting and managing Partners but does not control every act or omission of an independent Partner.

Nothing in this clause excludes responsibility Velvet may have under applicable law.

22. Member Conduct

Members and guests must:

- Act lawfully.
- Behave respectfully.
- Respect consent and personal boundaries.
- Respect privacy and confidentiality.
- Follow venue and event rules.
- Follow reasonable staff instructions.
- Avoid harassment, intimidation or violence.
- Avoid discrimination and hateful conduct.
- Avoid unauthorised recording.
- Avoid misuse of member information.
- Avoid conduct likely to cause serious harm to Velvet’s community or reputation.

Velvet may take immediate action where reasonably necessary to protect:

- Members.
- Guests.
- Staff.
- Partners.
- Venues.
- Confidential information.
- Intellectual property.
- The Velvet Society community.

23. Suspension

Velvet may temporarily suspend membership or Portal access where it reasonably believes:

- A safety risk exists.
- Misconduct may have occurred.
- Confidential information may have been compromised.
- Credentials have been shared.
- Payment is overdue.
- Verification information is false or incomplete.
- The member has breached event or guest rules.
- Suspension is required by law.
- An investigation is reasonably necessary.

Where practical and appropriate, Velvet will:

- Inform the member of the general reason.
- Provide an opportunity to respond.
- Review the suspension within a reasonable period.
- Act proportionately.

Immediate suspension may occur where there is a serious safety, legal, privacy or reputational risk.

24. Termination

Velvet may terminate membership for serious or repeated breach, including:

- Violence or credible threats.
- Sexual misconduct.
- Serious harassment.
- Fraud.
- Deliberately false application information.
- Unlawful conduct connected with membership.
- Serious misuse of Confidential Information.
- Deliberate infringement of intellectual property.
- Unauthorised commercial exploitation of membership.
- Sale or transfer of credentials.
- Serious damage to members, staff, Partners or Velvet.
- Repeated breach after warning.
- Failure to pay an agreed Membership Fee.

Before termination, Velvet will ordinarily:

- Notify the member of the concern.
- Provide a reasonable opportunity to respond.
- Consider available evidence.
- Make a proportionate decision.

Velvet may terminate immediately where delay would create an unreasonable safety, legal or confidentiality risk.

25. Effect of Suspension or Termination

During suspension:

- Portal access may be disabled.
- Event access may be restricted.
- Benefits may be paused.
- Pending guest access may be cancelled.
- Confidentiality obligations continue.

Following termination:

- Membership access ends.
- The member must stop using membership credentials.
- Portal access ends.
- Confidentiality and intellectual-property obligations continue.
- Physical membership items remain commemorative only.
- Separate shares lawfully acquired remain governed by their own terms and are not automatically cancelled.

Refunds following termination will depend on:

- The reason for termination.
- Benefits already supplied.
- Costs already incurred.
- The seriousness of the breach.
- Applicable law.

These Terms do not remove any right or remedy that cannot lawfully be excluded.

26. Member Withdrawal After Activation

A member may voluntarily withdraw by written notice.

Unless required by law or agreed in writing:

- Withdrawal ends future access.
- Membership is not transferable.
- The Membership Fee is not automatically refundable.
- Personalised items are not returnable merely because the member changes their mind.
- Confidentiality obligations continue.

Velvet will consider any refund request fairly in light of:

- The reason for withdrawal.
- Time elapsed.
- Benefits supplied.
- Personalised costs incurred.
- Whether there has been a failure by Velvet.
- Applicable consumer law.

27. Complaints

A member should first submit a complaint to:

Legacy Circle Complaints Officer
Email: [INSERT]
Postal address: [INSERT]

A complaint should include:

- Member name.
- Membership number.
- Relevant dates.
- Description of the concern.
- Supporting information.
- Preferred resolution.

Velvet will aim to:

- Acknowledge the complaint within [INSERT] business days.
- Provide an initial response within [INSERT] business days.
- Request additional information where required.
- Act reasonably and in good faith.

28. Dispute Resolution

If a dispute is not resolved through the complaints process, the parties should attempt:

1. Good-faith negotiation.
2. A meeting between authorised representatives.
3. Mediation through an agreed New Zealand mediator.

Unless urgent court action is required, a party should give at least [INSERT] business days’ notice before commencing formal proceedings.

Nothing prevents a person from:

- Seeking urgent injunctive relief.
- Contacting a regulator.
- Exercising rights under consumer or privacy law.
- Bringing a claim in the Disputes Tribunal or a court with jurisdiction.

29. Confidentiality

Members and Approved Applicants must protect Confidential Information.

They must not:

- Share Portal credentials.
- Disclose private prices or terms publicly.
- Republish Portal content.
- Distribute screenshots.
- Record private presentations without permission.
- Use Confidential Information to compete with Velvet.
- Approach an identified Partner or opportunity using Confidential Information without authority.
- Use membership information for unsolicited marketing.
- Assist another person to bypass the application process.

Disclosure is permitted:

- To a lawyer, accountant or professional adviser who is under a duty of confidentiality.
- Where required by law.
- With Velvet’s prior written approval.
- Where the information is already lawfully public through no breach by the recipient.

30. Intellectual Property

All rights in Velvet Society, Legacy Circle, Eros and associated:

- Names.
- Trade marks.
- Logos.
- Designs.
- Founder-ring designs.
- Membership structures.
- Event concepts.
- Written content.
- Images.
- Videos.
- Presentations.
- Systems.
- Software.
- Databases.
- Partner materials.
- Commercial methods.

remain owned by or licensed through the IP Owner or another identified rights holder.

Membership grants only a personal, limited and revocable right to use approved membership services.

Membership does not grant the right to:

- Copy.
- Adapt.
- Register.
- Manufacture.
- Sell.
- License.
- Commercialise.
- Reverse engineer.
- Create derivative brands.
- Use Velvet intellectual property in another business.

The IP Owner may directly enforce intellectual-property and confidentiality provisions intended for its benefit to the extent permitted by applicable law.

31. Publicity and Member Recognition

Velvet will seek consent before publishing a member’s:

- Full legal name.
- Photograph.
- Biography.
- Business information.
- Testimonial.
- Personal founder story.

A member may choose:

- Public recognition.
- Limited recognition.
- Initials only.
- Private recognition.
- No public recognition.

Velvet may maintain a confidential internal membership register regardless of public-recognition preference.

32. Privacy

Personal information will be handled in accordance with the Legacy Circle Privacy Policy.

The member must provide accurate contact information and notify Velvet of material changes.

Portal activity may be logged for:

- Security.
- Access control.
- Fraud prevention.
- Compliance.
- Investigation of misuse.
- Evidence of acceptance.

33. Commercial and Partnership Opportunities

Legacy membership may provide access to selected:

- Introductions.
- Partnerships.
- Sponsorships.
- Supplier opportunities.
- Brand collaborations.
- Affiliate arrangements.
- Hospitality opportunities.
- Co-branded experiences.
- Commercial presentations.

These opportunities are:

- Separate from membership.
- Subject to assessment.
- Subject to availability.
- Subject to separate negotiation.
- Subject to separate written agreements.
- Not guaranteed.

Velvet may receive a disclosed:

- Introduction fee.
- Listing fee.
- Promotional fee.
- Sponsorship fee.
- Marketing fee.
- Success fee.
- Other commercial benefit.

34. Financial Opportunities

Legacy members may receive advance notice of or priority consideration for selected future financial opportunities.

Any financial opportunity:

- Is separate from membership.
- Is voluntary.
- May require additional capital.
- Requires separate documentation.
- Is subject to the Financial Opportunity Disclosure.
- Is subject to investor eligibility.
- Is subject to applicable law.
- May result in loss.

Membership does not guarantee that an opportunity will arise or that a member will be accepted.

35. Non-Voting Founder Shares

Where a Velvet-related entity offers shares specifically through a Legacy Founder pathway, the shares are intended to be issued as a non-voting class unless separate offer documents expressly state otherwise.

Non-voting Founder shares will not ordinarily provide:

- Ordinary voting control.
- Management authority.
- The right to appoint or remove directors.
- Authority over daily operations.
- Authority over budgets or staffing.
- Authority over partnerships or sponsorships.
- Authority over expansion.
- Ownership of Velvet intellectual property.
- Control over the strategic trajectory of the issuing company.

Any rights attached to those shares will be stated separately in the:

- Company constitution.
- Share terms.
- Investment memorandum.
- Subscription agreement.
- Shareholders’ agreement.
- Other offer documents.

Rights required by law or attached to the specific share class will continue to apply.

36. No Financial Advice

Unless expressly stated and lawfully authorised, Velvet does not provide personalised:

- Financial advice.
- Investment advice.
- Legal advice.
- Tax advice.
- Accounting advice.

Information presented through the Legacy Circle is general and informational.

Members must make their own decisions and obtain independent advice.

37. Limitation of Liability

Nothing in these Terms excludes or limits:

- Rights under the Consumer Guarantees Act 1993 where applicable.
- Rights under the Fair Trading Act 1986.
- Rights under the Privacy Act 2020.
- Liability for fraud or deliberate misconduct.
- Any other right or liability that cannot lawfully be excluded.

Subject to those rights, Velvet is not responsible for:

- A member’s personal investment decision.
- Loss caused by inaccurate information supplied by the member.
- Loss caused by a member or guest breaching these Terms.
- Independent decisions of an issuer.
- Market movements.
- Failure of an external investment.
- Benefits unavailable because of lawful capacity or safety restrictions.
- Events outside Velvet’s reasonable control.

Where an issue affects a Discretionary Benefit, Velvet may offer:

- Reperformance.
- Replacement.
- Credit.
- A comparable benefit.
- Another fair remedy.

No liability limitation applies more broadly than permitted by law.

38. Member Responsibility and Indemnity

A member is responsible for loss reasonably caused by:

- Their unlawful conduct.
- Their deliberate breach of confidentiality.
- Their infringement of intellectual property.
- Fraudulent information.
- Unauthorised credential sharing.
- Deliberate damage.
- Conduct of a guest that the member authorised or encouraged.

Any indemnity is limited to reasonable and proven loss caused by the relevant breach and does not apply to the extent the loss was caused by Velvet or another person.

39. Events Beyond Reasonable Control

Velvet is not in breach where performance is prevented or materially delayed by events beyond its reasonable control, including:

- Natural disaster.
- Epidemic.
- Government restriction.
- Venue closure.
- Transport disruption.
- Civil emergency.
- Power or network failure.
- Supplier failure.
- Industrial action.
- Security threat.

Velvet will take reasonable steps to:

- Minimise disruption.
- Communicate material changes.
- Reschedule or replace benefits where practical.
- Provide remedies required by law.

40. Electronic Acceptance

These Terms may be accepted electronically.

Electronic acceptance may be recorded through:

- A checkbox.
- An “I Accept” button.
- Electronic signature.
- Portal login.
- Payment confirmation.
- Another clear digital acceptance process.

Velvet may retain:

- The accepted version.
- Date and time.
- Account identity.
- Email address.
- Session or device records.
- Acceptance history.

41. Changes to These Terms

Velvet may update these Terms where reasonably necessary.

Material changes will:

- Be notified through the Portal or email.
- State the effective date.
- Apply prospectively unless law requires otherwise.
- Not retrospectively remove an accrued right without lawful justification.

Where a material change significantly disadvantages a member, Velvet will consider:

- A reasonable transition period.
- A comparable benefit.
- Another fair remedy.

42. Assignment and Successor Provider

Velvet may transfer administration of the Legacy Circle to a solvent and suitable Related Entity where:

- Member benefits remain materially protected.
- Members receive notice.
- The successor assumes the relevant obligations.
- The transfer complies with applicable law.

Membership cannot be assigned by the member without written approval.

43. Severability

If any provision is invalid or unenforceable:

- It will be read down where possible.
- The remaining provisions continue.
- The parties will seek a lawful provision with a similar purpose.

44. Entire Agreement

The membership contract consists of:

- These Terms.
- The Tier Benefits Schedule.
- The Privacy Policy.
- The Financial Opportunity Disclosure.
- The member’s accepted application.
- Any written payment arrangement.
- Any expressly incorporated membership document.

Event or investment agreements remain separate.

45. Governing Law

These Terms are governed by the laws of New Zealand.

The courts and tribunals of New Zealand have jurisdiction, subject to any mandatory rights available to a member elsewhere.

46. Provider Contact Details

Provider: Velvet Group Limited trading as Velvet Society
Company number: [INSERT]
NZBN: [INSERT]
Registered office: [INSERT]
Membership email: [INSERT]
Complaints email: [INSERT]
Privacy email: [INSERT]
Telephone: [INSERT]

Acceptance

Before completing membership, the applicant must confirm:

- I have read and accept the Legacy Circle Membership Terms.
- I have reviewed the Tier Benefits Schedule.
- I have reviewed the Financial Opportunity Disclosure.
- I have reviewed the Privacy Policy.
- I understand that the Membership Fee does not purchase shares.
- I understand that benefits remain subject to the conditions stated.
- I understand the Legacy priority order.
- I confirm that the information I provided is accurate.