TERMS & CONDITIONS - MEMBERS

Effective date: 06 November, 2024

1. ABOUT THESE TERMS

These Membership Terms & Conditions ("Terms") govern membership of Good Investor Club ("Good Investor Club", "GIC", "we", "us" or "our").

Good Investor Club is operated by Spyentist Ltd, a company incorporated in England and Wales with company number 15776138.

By applying for, purchasing, accepting or using membership of Good Investor Club, you agree to these Terms.

Please read them carefully.

2. ABOUT GOOD INVESTOR CLUB

Good Investor Club is a private membership community and events platform for investors and investment professionals.

Our membership community may include individuals who are, among other things:

  • family office representatives;

  • ultra-high-net-worth individuals;

  • private investors;

  • angel investors;

  • institutional limited partners;

  • venture capital professionals;

  • private equity professionals;

  • general partners;

  • fund managers; and

  • other individuals involved in investment activities.

Good Investor Club provides opportunities for members to attend private events, participate in peer discussions and connect with other members.

Membership is subject to curation and approval.

3. MEMBERSHIP IS PERSONAL TO THE INDIVIDUAL

Membership of Good Investor Club is held by the individual member.

Membership:

  • belongs to the individual named in the membership application;

  • is not owned by the member's employer, family office, fund, investment company or other organisation;

  • is not transferable to another individual;

  • may not be assigned, sold or transferred without our prior written permission; and

  • remains personal even where another person or organisation pays, reimburses or expenses the membership fee.

If you change employer, family office, fund, investment company or other professional affiliation, your membership remains personal to you.

We may reasonably review whether your continuing membership remains appropriate if there is a material change to information on which your membership was approved.

4. MEMBERSHIP CATEGORIES

Good Investor Club may offer different membership categories, including:

  1. Family Office / Ultra-High-Net-Worth Membership;

  2. Institutional LP Membership; and

  3. GP / Fund Manager Membership.

We may create, amend, rename or discontinue membership categories from time to time.

Membership benefits, eligibility criteria, pricing and event access may differ between membership categories.

Acceptance into one membership category does not create an entitlement to membership in another category.

5. APPLICATIONS AND ACCEPTANCE

Submitting an application does not guarantee membership.

We may review applications using the information provided by an applicant and other information reasonably available to us.

We may, subject to applicable law:

  • accept or decline an application;

  • request additional information;

  • request clarification of information provided;

  • place an applicant on a waiting list; or

  • determine that a different membership category is more appropriate.

We are not required to provide detailed reasons for declining an application.

You agree that information you provide in connection with your application and membership is accurate and not materially misleading.

You should notify us of material changes to information relevant to your membership.

6. MEMBERSHIP BENEFITS

The benefits associated with your membership will be those described on our website or otherwise communicated to you at the time of your membership.

We may update membership benefits from time to time.

We will use reasonable efforts not to materially reduce paid membership benefits during an active paid membership period without reasonable notice, except where changes are reasonably necessary because of circumstances outside our control, legal requirements, safety concerns or compelling operational reasons.

6.1 Family Office / Ultra-High-Net-Worth Membership

Subject to these Terms and applicable event rules, Family Office / Ultra-High-Net-Worth members may receive the following benefits where included in their membership offering.

Family Office Dinner

Members may be invited to attend exclusive private dinners with other family offices and ultra-high-net-worth individuals.

Where included in the applicable membership offering, a member may attend up to one qualifying family office dinner during each membership year without an additional attendance charge.

Dinners may be held in different cities and countries.

Membership does not guarantee that a dinner will be held in a particular city, country or geographic region during a membership year.

Travel, accommodation and other personal expenses are not included unless we expressly state otherwise.

Investor Events

Members may receive invitations to private, investor-focused Good Investor Club events.

These events may include structured and unstructured gatherings, discussions, dinners, receptions and other formats.

Events may cover topics including venture capital, climate investing, impact and sustainable investing, tax optimisation and other investment-related subjects.

Where an event is included within the applicable membership offering, there will ordinarily be no separate attendance fee for the member.

6.2 Other Membership Categories

Benefits for Institutional LP and GP / Fund Manager members will be as described in the applicable membership offering, website, membership confirmation or other written communication from us.

7. EVENT INVITATIONS AND ATTENDANCE

Good Investor Club is a curated private community.

Membership does not guarantee attendance at every event, dinner or gathering operated by us.

We may curate attendance at particular events based on factors including:

  • membership category;

  • event format;

  • capacity;

  • geographic location;

  • relevance to the member;

  • the desired composition of attendees; and

  • the nature and purpose of the event.

Members may be required to register for events in advance.

Events may be subject to:

  • capacity limits;

  • venue limitations;

  • registration requirements;

  • reasonable eligibility or curation requirements;

  • security or safety requirements; and

  • applicable event terms or rules.

Where an event is included in a membership offering, inclusion means that an eligible member who is invited, registered and accepted to attend will not ordinarily be charged an additional attendance fee unless we expressly state otherwise.

8. NO GUARANTEE OF PARTICULAR CONNECTIONS OR OUTCOMES

Good Investor Club may facilitate opportunities for members to meet, communicate and connect with other investors and investment professionals.

However, we do not guarantee:

  • that you will meet any particular individual;

  • that you will receive any particular introduction;

  • that another member will agree to meet or communicate with you;

  • that you will obtain investment, fundraising, commercial or professional opportunities;

  • that any particular business or investment outcome will result from membership; or

  • that any event will have a particular number, type or profile of attendees.

9. MEMBERSHIP FEES

Unless otherwise stated at the time you join, annual membership is priced at US$300 per year.

Promotional or introductory pricing may apply to certain members.

We may offer, for example:

  • the first 50 eligible members a waived membership fee for their first membership year; and

  • the next 50 eligible members a reduced membership fee of US$100 for their first membership year.

Eligibility for promotional pricing is determined by us and may be subject to additional terms communicated at the time of the offer.

Membership fees are charged in advance for the applicable membership period unless we state otherwise.

We may change membership fees for future membership periods.

Any change to the membership fee will not ordinarily affect a membership period for which you have already paid.

10. CANCELLATION AND RENEWAL

You may cancel your membership at any time by contacting us at hello@goodinvestor.club.

Unless required by applicable law or expressly stated otherwise at the time of purchase:

  • cancellation will stop future renewals or future charges;

  • cancellation does not automatically entitle you to a refund for fees already paid for the current membership period; and

  • you may continue to receive applicable membership benefits until the end of the period already paid for, unless your membership is terminated earlier under these Terms.

Where applicable law gives you a statutory right to cancel or receive a refund, nothing in these Terms is intended to limit those rights.

11. PAYMENT BY AN EMPLOYER OR OTHER ORGANISATION

A membership fee may be paid directly by you or by another person or organisation, including your employer, family office, fund, investment company or other affiliated entity.

Regardless of who pays the membership fee, membership remains personal to the individual member.

The paying organisation does not acquire ownership of the membership merely because it pays or reimburses the membership fee.

Payment by an organisation does not create additional memberships for other employees, partners or representatives unless expressly agreed by us in writing.

12. MEMBER CONDUCT

Good Investor Club is intended to provide a professional and respectful environment.

Members must:

  • treat other members, guests, speakers, venue staff and GIC representatives with respect;

  • comply with reasonable event rules and instructions;

  • avoid harassment, discrimination, intimidation or abusive behaviour;

  • respect reasonable expectations of privacy and confidentiality;

  • not impersonate another person or misrepresent their professional role or investment activity;

  • not use Good Investor Club primarily for unsolicited selling or pitching;

  • not engage in conduct that materially disrupts an event or the membership community; and

  • comply with applicable laws.

We may refuse entry to, remove from or prohibit attendance at an event where reasonably necessary to protect other participants, venue staff or the integrity of the event.

13. NO UNAUTHORISED PITCHING OR SOLICITATION

Unless expressly invited or authorised by us, members must not use Good Investor Club events, introductions, membership communications or other GIC services primarily to:

  • make unsolicited sales pitches;

  • solicit investments;

  • market financial products or services;

  • distribute promotional materials; or

  • aggressively pursue commercial opportunities with other members.

This does not prevent genuine professional discussion, peer-to-peer conversation or investment-related discussion that naturally arises between members.

14. CONFIDENTIALITY AND EVENT PRIVACY

Good Investor Club events may involve private discussions among investors and investment professionals.

Unless we expressly state otherwise, members should treat non-public information shared by other participants in a private setting as confidential.

You must not:

  • record private events without permission;

  • secretly photograph or film participants;

  • publish private discussions or information in a way that identifies another participant without permission; or

  • disclose information that you know, or reasonably should know, was shared in confidence.

Members remain responsible for complying with their own professional, legal, regulatory and contractual confidentiality obligations.

Nothing in these Terms prevents a disclosure required by law.

Specific events may be designated as private, off-the-record, subject to Chatham House Rule or subject to other confidentiality requirements. Additional event-specific rules may apply.

15. NO INVESTMENT, FINANCIAL, TAX, LEGAL OR OTHER PROFESSIONAL ADVICE

Good Investor Club is a membership community and events business.

Information shared through Good Investor Club, including at events, in discussions, in communications or through introductions:

  • is not investment advice;

  • is not financial advice;

  • is not legal advice;

  • is not tax advice;

  • is not a recommendation to buy, sell or hold any security, investment or financial product; and

  • should not be relied upon as the sole basis for an investment or other decision.

You are solely responsible for obtaining independent professional advice appropriate to your circumstances.

16. NO OFFER OR SOLICITATION

Unless expressly stated otherwise in writing by the relevant party and made in compliance with applicable law, participation in Good Investor Club does not constitute:

  • an offer to sell securities;

  • a solicitation of an offer to buy securities;

  • an offer of investment management services; or

  • a public offering or solicitation.

Members are responsible for ensuring that their own communications and activities comply with applicable securities, financial-services, marketing and other laws and regulations.

Good Investor Club does not verify, endorse or approve every statement, opportunity, investment, business or individual discussed or introduced through the community.

17. THIRD-PARTY RELATIONSHIPS AND TRANSACTIONS

Any relationship, transaction, investment, contract or other arrangement between you and another member, speaker, sponsor, venue, service provider or other third party is solely between the relevant parties.

Good Investor Club is not responsible for:

  • the conduct of other members or third parties;

  • the accuracy of statements made by other participants;

  • investments made by members;

  • commercial arrangements between members;

  • the performance of any investment or business; or

  • losses arising from dealings between members or third parties.

You should conduct your own due diligence before entering into an investment, transaction or professional relationship.

18. CHANGES TO EVENTS

We may reasonably change:

  • event dates;

  • times;

  • locations;

  • venues;

  • speakers;

  • formats;

  • programmes;

  • menus or catering arrangements; and

  • other aspects of an event.

We may postpone or cancel events where reasonably necessary.

We are not responsible for travel, accommodation or other personal expenses you incur in anticipation of an event unless we expressly agree otherwise.

19. INTELLECTUAL PROPERTY

All Good Investor Club branding, website content, materials, event materials and other intellectual property owned or controlled by us remain our property or the property of our licensors.

You may not reproduce, distribute, modify or commercially exploit our materials except for reasonable personal use or with our prior written permission.

20. PRIVACY

Our collection and use of personal information is governed by our Privacy Policy.

By applying for or using membership, you acknowledge that we may process your personal information in accordance with our Privacy Policy.

21. SUSPENSION OR TERMINATION OF MEMBERSHIP

We may suspend or terminate a membership, or restrict a member's access to particular events or services, where we reasonably believe that:

  • the member has materially breached these Terms;

  • information provided in connection with membership was materially false or misleading;

  • the member has engaged in harassment, abuse or serious misconduct;

  • the member has materially disrupted events or the membership community;

  • the member has used Good Investor Club primarily for inappropriate solicitation or unsolicited pitching;

  • continued membership may create a material legal, regulatory, safety or reputational risk; or

  • suspension or termination is otherwise reasonably necessary to protect Good Investor Club, its members or other participants.

Where appropriate, we may give the member an opportunity to address the issue before terminating membership.

Termination for serious misconduct may take effect immediately.

Refunds following suspension or termination will be determined in accordance with applicable law and the circumstances of the termination.

22. DISCLAIMERS AND LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law:

  • Good Investor Club provides membership, events and introductions on an "as available" basis;

  • we do not guarantee that membership will produce any particular professional, financial or investment outcome;

  • we are not responsible for investment decisions made by members;

  • we are not responsible for the actions, statements or omissions of other members or third parties; and

  • we are not liable for indirect, incidental, consequential or purely economic losses arising from membership or attendance at an event.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

23. FORCE MAJEURE

We will not be responsible for a delay, cancellation or failure to perform obligations where caused by circumstances reasonably beyond our reasonable control, including:

  • natural disasters;

  • war or civil unrest;

  • terrorism;

  • pandemics or public-health emergencies;

  • government restrictions;

  • transport disruption;

  • venue closures;

  • strikes;

  • severe weather; or

  • failures of third-party infrastructure.

24. CHANGES TO THESE TERMS

We may update these Terms from time to time.

Where we make material changes affecting an active membership, we will provide reasonable notice where practicable.

Updated Terms will apply from the effective date stated in the updated version, subject to applicable law.

25. GOVERNING LAW AND JURISDICTION

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation, including non-contractual disputes or claims, are governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation, including non-contractual disputes or claims, except where applicable law requires otherwise.

26. CONTACT

Questions about membership may be directed to:

hello@goodinvestor.club

Good Investor Club is operated by:

Spyentist Ltd
Company number: 15776138
Registered in England and Wales

Registered office: 20 Jesmond Way, Stanmore, HA7 4QR