The Buffalo Farm Limited
FOUNDERS CLUB and FOUNDERS EXECUTIVE CLUB
MEMBERSHIP RULES & REGULATIONS
(2022 version, applicable to all membership subscriptions made on or after 1 November 2022)
1. Introduction to The Buffalo Farm Limited and its Membership Scheme
1.1 The Buffalo Farm Limited (the “Company”) is a Scottish private limited company. It was incorporated on 10 December 2004 and has its registered office at Boglily Farm Steading, Boglily Road, Kirkcaldy, Fife, KY2 5XY.
1.2 The Company created a membership scheme in 2019 (the “Membership Scheme”). The Company has now decided to reopen the opportunity for existing and prospective members to apply to be a member of the Founders Club and Founders Executive Club categories of the Membership Scheme, as described in paragraph 1.5 below. These rules and regulations (the “2022 Rules”) are the rules and regulations of the Membership Scheme as regards all membership subscriptions made on or after 1 November 2022. All membership subscriptions made on or before 31 October 2022 shall continue to be governed by the rules and regulations of the Membership Scheme that were published in or around August 2019 (the "Original Rules"). To the extent existing members of the Membership Scheme ("Existing Members") wish to submit a further membership subscription, their original (pre 1 November 2022) subscription shall continue to be governed by the Original Rules and their new (post 1 November 2022) subscription shall be governed by the 2022 Rules (unless otherwise agreed on a case-by-case basis between the relevant member and the Company.
1.3 The purpose of reopening the Membership Scheme to applications is to build on the existing scheme and continue the link between the Company and its customers, providing customers (and others) who wish to either extend their membership or become members with membership benefits (as referred to in these Rules), whilst also generating funding for the Company via the payment of membership fees. The membership fees are intended to be used to support the working capital of the Company, to help extend the manufacturing capability of the existing buffalo mozzarella production facility and to allow for further development and growth of the Buffalo Farm business.
1.4 Unless the Board of the Company determines otherwise from time to time, there is no maximum number of members.
1.5 The tiers of Membership Scheme participation (each a “Membership”) which are now available for application are as follows: Founders Club 2023 1.5.1 Founders Club: comprises a Founders Club membership in exchange for a joining fee of £1,000 per Founders Club membership. The minimum duration of this membership is 5 years (i.e., Founders Club members will not be able to withdraw their membership before the date falling 5 years after they pay their membership fee, and any withdrawal will then be subject to the terms set out in these 2022 Rules). The joining fee is refundable on cessation of the membership, subject to the remainder of these 2022 Rules.
Founders Club members will receive:
(a) A plaque on the Founders Wall in the Company’s new mozzarella dairy with the member’s name on it;
(b) First access to events and new products from our dairy;
(c) A tour of the new dairy for you and a guest. You can meet the milking herd and see where our dairy products are made - bookable in advance (to be taken between May and September 2023);
(d) An invitation to the 20th Birthday Party in 2025, called “Buff in the Barn”;
(e) A membership card entitling the member to additional benefits throughout the year, as determined by the Board of the Company from time to time;
(f) Product vouchers are issued throughout the duration of the membership to an annual value equal to 10% of each joining fee (i.e., for each £1,000 joining fee paid, product vouchers with a retail value of £100 will be issued each year for the duration of the membership). Where a Founders' Club membership is subscribed before 1 June in any calendar year, the corresponding vouchers will be issued on 1 December that calendar year, and each 1 December thereafter for the duration of the membership. Where a Founders' Club membership is subscribed after 1 June in any calendar year, the corresponding vouchers will be issued on the 1 December the following calendar year, and each 1 December thereafter for the duration of the membership). The vouchers will be provided on account as Buffalo Farm Vouchers and can be redeemed in the farm shop or the Bothy Coffee Shop. Please note each voucher will, to the extent it has not been used, expire 12 months after the date it is issued;
(g) A 20% discount on hiring the Bothy as an events venue (subject to availability); and (h) The member's name will go into a ballot for annual naming rights to be able to name your buffalo when new buffalo are brought into the herd.
1.5.2 Founders Executive Club: comprises a Founders Executive Club membership in exchange for a joining fee of £10,000 per Founders Executive Club membership. The minimum duration of this membership is 5 years (i.e., Founders Executive Club members will not be able to withdraw their membership before the date falling 5 years after they pay their membership fee, and any withdrawal will then be subject to the terms set out in these 2022 Rules). The joining fee is refundable on cessation of the membership, subject to the remainder of these 2022 Rules.
Founders Executive Club members will receive:
(a) A plaque on the Founders Wall in the Company’s new mozzarella dairy with the member’s name on it;
(b) First access to events and new products from our dairy;
(c) A personal tour by founder, Steve Mitchell, of the Buffalo Farm and new dairy. You can meet the milking herd and see where our dairy products are made - with a guest, bookable in advance (to be taken between May and September 2023);
(d) An invitation to the 20th Birthday Party in 2025, called “Buff in the Barn”;
(e) A membership card entitling the member to additional benefits throughout the year, as determined by the Board of the Company from time to time;
(f) Product vouchers issued monthly in arrears for the duration of the membership to an annual value equal to 12% of each joining fee (i.e., for each £10,000 joining fee paid, product vouchers with a retail value of £100 will be issued each month (equivalent to £1,200 per year) for the duration of the membership, with the first vouchers being issued 30 days after becoming a member). The vouchers will be provided on account as Buffalo Farm Vouchers and can be redeemed in the farm shop or Bothy Coffee Shop. Please note each voucher will, to the extent it has not been used, expire 12 months after the date it is issued;
(g) A 20% discount on hiring the Bothy as an events venue (subject to availability); and (h) The right to name one of the Company’s new milking buffaloes. Founders Club 2023
1.6 Any Existing Member who is a Founders Club member under the Original Rules and who wishes to acquire further membership rights under the 2022 Rules will have their existing membership fee(s) added to their new membership fees for the purposes of membership categorisation. To the extent the aggregate amount is £10,000 or more, they shall be categorised as a Founders Executive Club member for so long as their membership fees lodged with the Company are £10,000 or more.
2. Status of the Membership Scheme
2.1 The Membership Scheme comprises a contractual arrangement between the Company and the participants in the Membership Scheme. Participation in the Membership Scheme does not comprise any ownership or investment relationship with the Company and no participant will be entitled to shares or other securities in the Company by virtue of participating in the Membership Scheme. Each joining fee paid by a Founders Club or Founders Executive Club member is considered an unsecured and contingent obligation of the Company (contingent on the Membership Scheme or the Membership in question being terminated). Joining fees and donations are not protected from loss by the Financial Services Compensation Scheme.
2.2 For regulatory purposes, the Founders Club and Founders Executive Club Membership Scheme is considered to be a “rewards-based crowdfunding arrangement”. The Membership Scheme is not intended to be an equity or debt crowdfunding arrangement, or any other arrangement which is regulated by the Financial Conduct Authority (the “FCA”). The Company shall be entitled to make such amendments to the Membership Scheme as may be required from time to time to ensure the Membership Scheme remains an unregulated scheme for the purposes of the FCA.
3. Duration of Memberships
3.1 Each Membership subscribed on or after 1 November 2022 has a minimum duration of 5 years, commencing on the date on which the corresponding membership fee is paid (the “Initial Period”). After the Initial Period, the Membership in question will continue unless and until terminated by the Company or the member pursuant to these 2022 Rules.
3.2 Notwithstanding paragraph 3.1, the Company shall be entitled to terminate the Membership Scheme at any time by giving Members at least 6 months’ prior written notice of the termination of the Membership Scheme.
3.3 Individual members will be entitled to resign from their Membership by giving the Company at least 6 months’ prior written notice, provided that any such notice is not effective if it is provided during the Initial Period (unless the Company agrees otherwise, on a case-by-case basis and in its sole discretion).
3.4 Where the Membership Scheme is terminated by the Company, joining fees paid by Founders Club and Founders Executive Club are refundable on the cessation of the Membership Scheme. For the avoidance of doubt, all entitlements to discounts and product vouchers pursuant to paragraph 1.5 above shall terminate with effect from the cessation of the Membership Scheme. No credit shall be given for accrued but unissued or unredeemed vouchers, unless the Company determines otherwise in its sole discretion and on a case-by-case basis.
3.5 Where a Membership is terminated by a Founders Club or a Founders Executive Club member pursuant to paragraph 3.3 above, the joining fees paid by the member in question are refundable to the member in question on the cessation of their Membership, subject at all times to the cashflow of the Company. If the Company considers (acting reasonably and in good faith) that it has insufficient cashflow to refund a joining fee pursuant to this paragraph
3.5, it shall be entitled to suspend the refund until the Company considers (acting reasonably and in good faith) that it has sufficient cashflow to refund the joining fee in question[ and shall in the interim increase the amount of the product vouchers to an amount equal to 12% per annum of the joining fee in the case of a Founders Club member and 15% per annum of the joining fee in the case of a Founders Executive Club member]. For the avoidance of doubt, all entitlements to discounts and product vouchers pursuant to paragraph 1.5 above shall terminate with effect from the repayment of the joining fee in question. No credit shall be given for accrued but unissued or unredeemed vouchers, unless the Company determines otherwise in its sole discretion and on a case-by-case basis.
3.6 Notwithstanding any other Rule, in the event of the insolvency or cessation of the Company the Membership Scheme shall be automatically terminated and all joining fees then outstanding shall be repayable as unsecured obligations of the Company. For the avoidance of doubt, no personal guarantees or other undertakings are given in relation to joining fees which are not refunded for any reason.
3.7 In the case of death of a member, the Membership in question may pass to the member’s spouse or to the member’s estate or to the member’s children. If the member’s spouse or children do not want to become members of the Membership Scheme, the Membership in question will be resigned in accordance with these Rules but waiving the prohibition on resigning within the Initial Period.
3.8 A Membership may be suspended or terminated by the Company if, in the sole judgment of the Company, the member’s conduct was improper or likely to endanger the welfare, safety, harmony or good reputation of the Company, other members of the Membership Scheme or the Company’s staff or livestock. Where a member’s rights or access are restricted or suspended from time to time pursuant to this paragraph 3.8, such member shall not be entitled to any repayment or refund or other compensation.
4. General
4.1 Memberships are not transferable (save with the prior written consent of the Company on a case-by-case basis and at the sole discretion of the Company).
4.2 These 2022 Rules may be amended from time to time at the discretion of the Company, provided that no change shall be made to the benefits set out in paragraph 1 or the refund of joining fees pursuant to paragraph 3 unless such amendment is required for regulatory purposes or to comply with applicable law or regulation.
4.3 The Company makes no representation about the tax and other consequences of becoming a member and receiving rewards. Members are responsible for obtaining their own professional advice.
4.4 The 2022 Rules, the Membership Scheme and any dispute arising in relation thereto are governed by Scots law and the Company and each member hereby submit to the exclusive jurisdiction of the Scottish Courts.
