Scotland’s largest Buffalo Farm and Butchery
Choose from one of the membership options below, as well as the quantity you would like to purchase.
Please ensure you have read and understood the terms and conditions of the Buffalo Farm Founders Club - these can be found in your information pack.
Please note, to join our Founders Executive Club, you will need to fill out an application form which is then to be returned to the Buffalo Farm.
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 has now created a membership scheme structured into 3 tiers of participation, as described in paragraph 1.5 below (the “Membership Scheme”). These rules and regulations (the “Rules”) are the rules and regulations of the Membership Scheme and set out the terms and conditions under which participation in the Membership Scheme will be offered and administered.
1.3 The purpose of the Membership Scheme is to create a stronger link between the Company and its customers, providing customers (and others) who wish to 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 and to help facilitate the creation of a new buffalo mozzarella production facility.
1.4 The Membership Scheme is subject to a minimum threshold of members who have paid at least £800,000 of membership fees in aggregate (or such other figure as the Board of the Company may determine in its sole discretion from time to time) (the “Minimum Threshold”). Unless the Board of the Company determines otherwise from time to time, there is no maximum number of members. Until the Minimum Threshold is achieved, all membership subscriptions will be held in a segregated account and won’t be used by the Company. If the Minimum Threshold is not achieved by 31 December 2019 (or such other date as the Board of the Company may determine in its sole discretion from time to time) (the “Target Launch Date”) then all membership subscriptions received by the Company will be returned to the relevant applicants and no memberships will be issued. If the Minimum Threshold is achieved by the Target Launch Date, the Membership Scheme will formally commence. For the avoidance of doubt, the Company shall be entitled to continue to market and accept memberships after the Target Launch Date.
1.5 The 3 tiers of Membership Scheme participation (each a “Membership”) are as follows:
1.5.1 Supporters Club: comprises a Supporters Club membership in exchange for a donation of at least £100. The donation is non-refundable (subject to the Minimum Threshold being achieved by the Target Launch Date). Supporters Club members will receive:
(a) A tile in the Company’s new mozzarella factory with the member’s name on it;
(b) A right to buy a pack of mozzarella from the first full production run;
(c) A tour of the Buffalo Farm (to be taken between May and September 2020);
(d) An invitation to the members’ launch of the Company’s mozzarella factory;
(e) A membership card entitling the member to additional benefits throughout the year, as determined by the Board of the Company.
1.5.2 Founders Club: comprises a Founders Club membership in exchange for a joining fee of £1,000 per Founders Club membership. The joining fee is refundable on cessation of the membership, subject to the remainder of these Rules. Founders Club members will receive:
(b) A complimentary pack of mozzarella from the first full production run;
(c) A personal tour of the Buffalo Farm, with a guest;
(e) A membership card entitling the member to additional benefits throughout the year, as determined by the Board of the Company;
(f) Product vouchers issued annually in arrears for 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, with the first vouchers being issued on the first anniversary of becoming a member). The vouchers will be provided on account as Buffalo Farm Vouchers and can be redeemed in the farm shop, Bothy Coffee Shop or against the use of the Company’s private catering services; and
(g) A 20% discount on hiring the Bothy as an events venue (subject to availability).
1.5.3 Founders Executive Club: comprises a Founders Executive Club membership in exchange for a joining fee of £10,000 per Founders Executive Club membership. The joining fee is refundable on cessation of the membership, subject to the remainder of these Rules. Founders Executive Club members will receive:
(c) A personal tour by Steve Mitchell of the Buffalo Farm and mozzarella factory, with a guest;
(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, Bothy Coffee Shop or against the use of the Company’s private catering services;
(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.
1.6 The first 50 Founders Club applicants, and all Founders Executive Club applicants, will be asked to name the Company’s new milking buffaloes.
2. Status of the Membership Scheme
2.1 With effect from the achievement of the Minimum Threshold, the Membership Scheme shall comprise 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 Membership Scheme is considered to be a “donation-based crowdfunding arrangement” as regards the Supporters Club and a “rewards-based crowdfunding arrangement” as regards the Founders Club and Founders Executive Club. 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 The Membership Scheme has a minimum duration of 4 years, commencing on the date on which the Minimum Threshold is achieved (the “Initial Period”). After the Initial Period the Membership Scheme will continue unless and until terminated by the Company.
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 Subject to the Minimum Threshold being achieved by the Target Launch Date, all donations paid by Supporters Club members are non-refundable.
3.5 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.
3.6 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 3.6, 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.
3.7 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.
3.8 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.
3.9 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 3.9, such member shall not be entitled to any repayment or refund or other compensation.
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 The 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 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.
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