1.1 The name of the Club shall be "South Bridge Reserve" (the "Club") and the Club is situated at 42 South Bridge Road, #02-01 & #03-01, Singapore 058676, or such other premises as may be decided from time to time by the Owner (the "Premises").

1.2The Club is a proprietary club, owned and operated by the Owner, a private limited company owned by its shareholders.

1.3The Owner shall establish a membership team ("Membership Team") to oversee all matters pertaining to Club membership. The constitution of the Membership Team shall be subject to change from time to time as the Owner deems fit.

2.1 The Club shall comprise the following classes of Members:

• Equity Members
• Founding Members
• Resident Members
• Overseas Members
• Under 35 (Junior) Members
• Trade members
• Corporate members

(collectively referred to as "Members", and each a "Member").

The Owner shall have the right, in its sole and absolute discretion, from time to time and without reference to any Member, to add or remove any class of membership and/or amend the terms and conditions attaching to each class of membership. Members shall be notified of any such amendment in accordance with the provisions of Rule 12 below

2.2 Equity Members: Equity Members are the individuals who have either made financial contributions to the equity of the Club or currently hold equity in the Club.

2.3 Founding Members: Founding Members are individuals who believed in the vision of the Club since its inception. They were invited by the Owner, at its sole and absolute discretion, to join as the Club's inaugural members during the Club's formative period.

2.4 Resident Members: Resident Members are persons who reside in Singapore (including citizens, permanent residents or those who have the right to reside in Singapore) and have acquired membership in the Club as individuals, couples or corporate entities.

2.5 Overseas Members: Overseas Members are persons who are non-resident in Singapore. An Overseas Member shall have the same rights and privileges as a Resident Member but are granted only a maximum of 30 days' access per year. To qualify as an Overseas Member, evidence of non-residency status will have to be provided.

2.6 Under 35 Members: Under 35 Members are persons under 35 years old at the time of acceptance of the membership application by the Owner. Under 35 Members must be resident in Singapore. On turning 35 years old, an Under 35 Member shall have his/her/its membership automatically converted to a Resident Member and pay the difference in the Under 35 Member joining fee and the Resident Member joining fee. To qualify as an Under 35 Member, a copy of the NRIC, passport, birth certificate, or driver’s licence evidencing date of birth will have to be provided. An Under 35 Member shall have the same rights, privileges and obligations as a Resident Member.

2.7 Trade Members: Trade Members are persons (including those involved in the wine trade or is a wine grower) providing or are involved in the provision of goods and services to the Club.

2.8 Corporate Members: A Corporate Member shall be a company, partnership, or other legal entity approved by the Club. The Corporate Member may nominate a fixed number of authorised individuals to enjoy the rights and privileges of membership, subject to these Rules.

3.1 Membership to the Club is by invitation only. Prospective Members shall be selected at the sole discretion of the Owner, who will extend invitations to such persons.

3.2 A person invited to join the Club as a Member shall submit the following to the Membership Team:

• a completed and signed copy of the membership application form;
• a completed credit card authorisation form for a valid credit card; and
• authorisation for payment of the applicable joining fee ("Joining Fee"), as well as the annual or monthly subscription fee ("Subscription Fee") corresponding to his/her/its type of membership class in the Club .

3.3 All forms, documents, information and payment authorisations must be duly completed by the applicant and received by the Owner before the application will be processed. Any omission from, or inaccuracy in, such forms, documents, information and/or payment authorisations 3 may render the application void at the discretion of the Owner. Upon receipt by the Owner of payment in full of the Joining Fee and annual Subscription Fee, the applicant will officially become a Member of the Club and shall forthwith be bound by these Rules.

3.4 Applicants approved for membership shall be notified in writing.

3.5 Following payment of the Joining Fee and the initial Subscription Fee, all subsequent monthly or annual Subscription Fees will be automatically debited directly from the Member's bank account, or from the company account in the case of corporate Members, as authorised in accordance with the membership application form.

3.6 The Owner reserves the right, at its sole and absolute discretion, to approve or deny any membership application. Any such decision shall be final, and the Owner is under no obligation to provide justification for its decision or to consider any appeals or requests for waiver of any of the conditions for application.

3.7 The Owner reserves the right, at its sole and absolute discretion, to amend, add to, or waive any of the conditions for application of membership as it considers appropriate from time to time.

4.1 Joining Fees must be paid by Members prior to their admission to membership and shall be non-refundable.

4.2 All Members must at all times maintain a valid, authorised credit card or debit card, or a general interbank recurring order ("GIRO") arrangement on file, as authorised and in accordance with their membership application forms for the timely processing of Subscription Fees and In-Club Expenditure (as defined in Rule 4.7 below) reflected in the Statements of Account ("SOA"). Members must promptly inform the Membership Team of any changes to such information as they arise.

4.3 The Owner reserves the right to increase Joining Fees or Subscription Fees at any time and from time to time, and will give Members prior written notice of any such fee increase before any charges are levied. Joining Fees may be paid by credit card, debit card, GIRO arrangement, bank transfer or PayNow.

4.4 Each Member shall for the duration of his/her/its membership pay the relevant Subscription Fee corresponding to his/her/its type of membership class at such rate as may be determined by the Owner from time to time.

4.5 The Owner may, at its sole and absolute discretion, waive or reduce the Subscription Fee of any Member.

4.6 All Subscription Fees are payable in advance only by means of credit card or by bank GIRO arrangement. The authorised payment method as indicated in the membership application form will be automatically charged on a monthly or annual basis on the first day of the month or year prior to which the applicable Subscription Fees apply.

4.7 In addition to the Subscription Fee, each Member is responsible for payment of all in-club spending incurred for food and beverages, special events or any other services or fees, whether for themselves, guests, or nominees of any corporate Members at the Club ("InClub Expenditure").

4.8 In the event that a Member fails to pay the Subscription Fee within seven (7) days of its due date (whether or not formally demanded), an administrative fee may be charged.4.9In addition to and without prejudice to all other rights and remedies available to the Owner, the Owner may terminate the membership of any Member whose Subscription Fee is more than 30 days in arrears.

5.1 Only corporate Members will be eligible for membership transfers or a change of nominee. For the avoidance of doubt, all other types of membership are non-transferable.

5.2 A corporate Member wishing to transfer the membership of one of its nominees must adhere to the following conditions and procedures: 

• a corporate Member must submit a written request to the Membership Team to transfer its membership to a new nominee. The proposed nominee must be an employee of the same company as the individual person he/she is proposed to replace. Upon receipt of such request, the Club will review and inform the corporate Member if the application has been approved;
  

• the Owner reserves the right, in its sole and absolute discretion, to approve or deny such transfers without the need to provide any justification for its decision; and 6
  

• in the event that such application is not approved, the corporate Member may propose a new nominee who is also an employee of the same company.

6.1 All Members and their guests shall comply with these Rules. Members bear the responsibility of ensuring that their guests comply with these Rules.

6.2 The rights and privileges of a Member shall be personal to himself/herself/itself. Except as permitted by these Rules, each Member shall not, by his/her/its own act or by operation of law: 

• transfer, assign, let, or otherwise dispose of any of his/her/its membership rights and privileges in the Club;
  

• charge or mortgage his/her/its membership rights and privileges, or solicit or accept any money or money’s worth or other valuable consideration of any description whereby his/her/its membership rights and privileges may be transferred, assigned, let, or otherwise disposed of or affected;
  

• the rights and privileges of a Member shall cease upon his/her/it ceasing to be a Member or upon his/her/its death or its dissolution (in the case of a corporate Member);
  

• the Club Premises and all facilities, fixtures and fittings are assets of the Owner. A Member shall not, by reason only of his/her/its membership, be under any financial liability to the Club except for payment of his/her/its Subscription Fee, and any other sums due or levied under these Rules;
  

• a Member shall not by reason of his/her/its membership have any proprietary rights, interest, benefit, title, or claim whatsoever to or against or in respect of the Owner, the Club, and/or any other person or their respective monies, properties, assets, and undertakings whatsoever;
  

• all Members shall be liable for all acts, omissions, neglects, and defaults (directly or indirectly) committed by themselves and their guests; and
  

• Members shall not be entitled to use any of the facilities of the Club or have any membership rights and privileges until they have complied with Rule 3.3 above.

6.3 All Members will be supplied a copy of these Rules upon admission of membership. A copy of these Rules will also be made available on the Club website.

7.1 If in the opinion of the Owner, any Member or any guest for whom the Member is responsible, has committed a breach of any of these Rules; or if any Member is found to be guilty of any conduct or behaviour or any act which renders him/her or its nominee (if applicable) unfit for 7 membership at the Club or whose conduct or behaviour or guests' conduct or behaviour is detrimental to the interests, character, or reputation of the Club, the Owner may at any time which it deems appropriate (a) terminate such Member's membership with immediate effect; (b) suspend the Member's membership rights and privileges; and/or (c) refuse him/her or its nominee (if applicable) entry to the Premises for such period as the Owner sees fit.

7.2 Before exercising any of its rights under Rule 8.1 above, the Owner will seek to clarify such breach with the Member and may give notice in writing or orally to the Member concerned. The Owner may invite such Member to make representations either orally or in writing in respect of the matter of the complaint. The Owner may thereafter consider any such representations received prior to exercising any of its rights under Rule 8.1 above.

7.3 If a Member's membership rights and privileges are suspended, neither the Member nor its nominee (if applicable) shall be permitted, for the duration of the suspension, to use the facilities of the Club, or exercise any other membership rights and privileges, but shall continue to be liable for all Subscription Fees and all other sums due and payable by such Member to the Club.

7.4 If a membership is terminated by the Club for any reason, no Joining Fees and/or Subscription Fees shall be refundable, including any Subscription Fee for the month or year (as the case may be) on which termination occurs. Termination of a membership does not absolve the Member of the responsibility to settle the SOA.

7.5 Any Member who shall be found to be convicted of an indictable offence or be adjudged bankrupt, or who compounds with his/her/its creditors under the provisions of any law relating to bankruptcy, shall to the fullest extent permitted by law, ipso facto, cease to be a Member of the Club, and the Owner shall forfeit all his/her/its rights to the use of, or claim upon, any property or facilities in the Club; but it shall be lawful for the Owner, on the written application of such Member, any inquiry, to restore his/her/its name to the list of Members of the Club upon such terms as the Owner may in its sole and absolute discretion think fit. 

8.1 A member may resign their membership at any time by notice in writing to the Owner. Such notice will take effect at the time which the notice is received, or when all sums due by such Member to the Club has been paid in full (whichever is the later). For this purpose, Members who resign on or after the 15th of any month shall be liable for that month’s full subscription. For the avoidance of doubt, the Joining Fee or Subscription Fee for the month or year (as the case may be) shall not be refundable on resignation.

9.1 Any Member who shall for any reason whatsoever ceases to be a Member of the Club shall nevertheless remain liable for and shall pay the Owner all outstanding balances arising from any Subscription Fee and/or the SOA, which at the time of his/her/it ceasing to be a Member is owing from him/her/it to the Club. All such amounts shall be immediately due and payable and may be debited directly in accordance with the authorised payment method as indicated 8 in the Member's membership application form. If such amount (or any part thereof) is not settled, the Owner shall, without prejudice to all other rights and remedies available to the Owner, have the right to charge interest on the outstanding amount at a rate of 3% per month from the date of non-payment to the actual date of payment.

9.2 Upon cessation or termination of membership, a Member shall surrender to the Owner all or any other relevant documents relating to the Club and all rights to or claims against the Club, if any, shall deemed to be forfeited or waived.

10.1 To the fullest extent permitted by law, the Club, the Owner, the directors of the Owner, and their respective management, staff, agents, and representatives shall not be liable or responsible for any inconvenience, loss, damage, financial loss, injury to persons or property, or death suffered by any Member, guest, or other person, howsoever caused, whether arising in contract, tort, or otherwise. This includes, without limitation, any liability arising from the use of the Premises, the facilities or equipment of the Club, or participation in any activities of the Club.

10.2 All Members and guests enter the Premises and use the Club’s facilities and equipment as licensees and do so entirely at their own risk. Each Member agrees to indemnify and keep indemnified the Club, the Owner, and their respective directors, management, staff, agents, and representatives on a full indemnity basis against all claims, actions, demands, proceedings, losses, damages, liabilities, costs, expenses, and disbursements suffered or incurred as a result of any act, omission, or breach of these Rules by the Member or their guest, as applicable.

11.1 The Owner reserves the right at any time, in its sole and absolute siscretion, without reference to any Member to amend, cancel, or add to any of the terms of these Rules, and to formulate any other regulations relating to the affairs relevant to these Rules and objects of the Club.

11.2 Any such amendment, cancellation or addition shall be deemed to have been brought to the notice of the Members provided that a copy of these Rules is prominently displayed on the Club's official website at https://southbridgereserve.com/.

11.3 No failure on the part of the Owner, and no delay on its part in exercising any right or remedy under these Rules will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy of the Owner. The rights provided in these Rules are cumulative and not exclusive of any rights or remedies provided by law.

12.1 Upon the occurrence of a force majeure event, being any event beyond the reasonable control of the Owner, including, without limitation, war, civil commotion, governmental or administrative action, governmental acquisition, strike, lockout, flood, drought, famine, natural disaster, or act of God, which persists for a period of six (6) consecutive months and results in the whole or any part of the Premises or Club facilities being rendered substantially unusable for the purposes of the Club, or which makes the use of the Premises or Club facilities substantially impossible or unlawful, the membership of any affected Member shall automatically cease, and no such Member shall have any claim against the Owner in respect of such cessation, including any claim for refund, compensation, or damages.

13.1 If the Owner shall for whatever reason determine to cease the operation of the Club, the Owner shall issue a notice in writing to each Member prior to the date of cessation. All memberships shall then be terminated and all Members shall not be entitled to claim or demand against the Owner or the Club in whatever nature in relation to such cessation.

14.1 Subject to these Rules for the time being in force, each Member shall be entitled to use and enjoy, in common with other Members, the Premises and the Club facilities provided for the use of Members during the ordinary operating hours of the Club, and shall:

(a) not use the Club for the purposes of any trade or business, or in any manner prejudicial to the Owner’s interests;

(b) not conduct themselves in a manner likely to cause discomfort, inconvenience, or annoyance to other Members, or behave in any manner that may bring the Club into disrepute; and

(c) at all times be responsible for the conduct and behaviour of their guests while on the Premises.

15.1 Every Member shall promptly inform the Owner, in writing by email, of any change to their home or business address or bank details.

15.2 Any notice, document, or communication sent to a Member under these Rules shall be deemed duly served:

(a) by electronic communication, when received in readable form within four (4) hours of sending, provided that the sender does not receive a transmission failure report. Any electronic communication that becomes effective after 5.00 p.m. at the place of receipt shall be deemed to become effective on the following day; or

(b) by registered post, five (5) days after posting, and in proving service it shall be sufficient to show that the envelope containing the notice was duly addressed, stamped, and posted.

16.1 Any property entrusted by a Member or their guest(s) to a member of Club staff for safe custody or for any other purpose, or left on the Club’s remises, shall be at the Member’s own risk. The Owner shall not be liable for any loss of, or damage to, such property or for any consequential loss or damage of any description.

17.1 All Club staff shall be treated with the same respect and courtesy accorded to Members at all times.

17.2 A Member may not at any time solicit the employment of any Club staff.

18.1 All complaints shall be made in writing to the Owner.

18.2 A Member shall not personally reprimand any of the Club staff.

19.1 The Owner may enter into reciprocal arrangements with other clubs on such terms as it shall decide from time to time and any such arrangements may be terminated or modified by the Owner at any time. Such arrangements (if any) will be communicated by notice in writing to Members.

20.1 Non-prescription drugs are not permitted on the Premises at any time. The consumption of illegal substances by whatever means is strictly prohibited and any Member or guest of Member found in possession of such substances will be immediately removed from the Premises and reported to the police.

20.2 Any Member found guilty of consuming or bringing illegal substances onto the premises, or whose guest is found guilty of such acts, will have their membership terminated with immediate effect.

21.1 No illegal betting, wagering or games with dice shall take place in the Premises.

22.1 Members shall abide by the Club's prevailing guest policy from time to time.

23.1 Any question as to the interpretation of these Rules or any other matter connected with the Club shall be determined by the Owner whose decision shall be final and binding on all parties concerned.

24.1 These Rules shall be governed by and shall be construed in accordance with the laws of Singapore.

Each Member acknowledges that the Club reserves the right to use any photography or video of the Members taken while in the Club for marketing purposes without the expressed written permission of those included within the photograph / video. Photographs / videos may be used in publications or other media material produced, used or contracted by the Club including but not limited to view books, catalogues, search pieces, newspapers, magazines, television, reports, websites, etc. Any person desiring not to have their photo taken or distributed must notify the Owner of their preference in writing.