Aurelis — Membership Framework

00 · Overview & how to use

This is a working draft prepared to give qualified counsel an 80%-complete starting point. Nothing here is legal advice. Do not publish or rely on any document until reviewed and finalised by a lawyer qualified in the relevant jurisdiction(s).

The Operator

All documents are issued by the operator of the Club.

Throughout: “the Operator” = Vestra Trading Ltd.; “the Club” = Aurelis; “Member”, “Applicant”, “Opportunity” are defined terms.

The documents

They are cross-referenced: the Charter is the constitution; the Terms are the binding contract that incorporates it; the Code is a schedule to both; the Declarations are the pre-entry gate; the Privacy Notice underpins Declaration 4.

Placeholders to fill before finalising

Everything shown as a highlighted chip is a decision for the Operator or counsel:

• Registered agent + address, club contact email, club domain
• Data-transfer mechanism (EU → Samoa) and supervisory authority
• Whether to appoint an EU representative / DPO (Art. 27 GDPR)
• Whether an advisory council of Members exists, and its composition
• Data-transfer mechanism (EU → Samoa) and the relevant supervisory authority

01 · Club Charter

This Charter is the constitution of the Aurelis club (“the Club”), operated by Vestra Trading Ltd., company no. 97328, Samoa (“the Operator”). It sets out what the Club is, who may belong, and how it works. It is read together with the Membership Terms, Code of Conduct, Pre-Entry Declarations and Privacy Notice.

1. Name and nature

1.1. The Club operates under the name Aurelis.
1.2. Aurelis is a private, invitation-only members' club whose purpose is to give its Members access to selected, non-public opportunities and to convene a trusted community around them.
1.3. Aurelis is not a legal entity separate from the Operator, not a fund, not a collective investment scheme, not an investment firm, and not a regulated financial institution. It is a private membership arrangement operated by the Operator.

2. Purpose and philosophy

2.1. The Club exists to open doors that are otherwise closed — to introduce Members to opportunities across areas such as real estate, private equity, technology, and other private markets, and to the people behind them.
2.2. The Club's value is access, curation, and community — not advice, management, or performance.
2.3. The Club is built on discretion, quality over quantity, and mutual respect among a small, aligned membership.

3. What the Club is — and is not

This clause governs the interpretation of the entire Framework.
3.1. The Club does: identify and present opportunities; provide context and educational material; convene events and introductions; maintain a curated community.
3.2. The Club does not: give investment, legal, or tax advice; make recommendations; broker, arrange, or execute transactions; solicit investment from the public; hold, receive, or manage any Member's money or assets; guarantee any outcome or return.
3.3. Every decision, and all due diligence, rests solely with the Member. Presentation of an opportunity is never a recommendation to act on it.

4. Membership

4.1. Membership is by invitation only. No person has a right to join, and the Operator may decline any application at its discretion, without giving reasons.
4.2. Membership categories: (a) Guest — by invitation, introductory or time-bound access to a specific event or Opportunity, without the full rights of a Member; (b) Member — full access to Opportunities, events, introductions, and Member Materials; (c) Founding Member — the Club's most senior category, recognised as part of the inaugural circle. A Member's category is assigned, and may be raised or lowered, by the Operator according to (i) the scale of private capital the Member manages, and/or (ii) the level of the Member's voluntary charitable contribution. All categories are by invitation only and carry no membership fee; the specific thresholds for each category are set by the Operator and may change. Each category's rights are set out in the Membership Terms.
4.3. Membership is personal and non-transferable. It may not be shared, assigned, or exercised on behalf of another without the Operator's written consent.
4.4. A Member must be a natural person of full legal capacity (or a duly authorised representative of an approved entity).

5. Admission

Admission follows a defined path:

1. Nomination or introduction — typically an existing Member or the Operator introduces a candidate.
2. Application — the candidate submits the requested information.
3. Screening — the Operator reviews eligibility, standing, and fit, including basic identity and good-standing checks (see Declaration 5).
4. Acceptance — at the Operator's discretion.
5. Onboarding — the Applicant completes the Pre-Entry Declarations. Membership begins only once all declarations are confirmed and recorded.

6. Rights of Members

Subject to the Terms and to good standing, a Member may:

• Receive presentations of, and access to, selected opportunities.
• Attend Club events and introductions for which they are eligible.
• Access Members' materials and educational content.
• Propose or refer opportunities and candidates for the Operator's consideration.

7. Obligations of Members

Each Member shall:

• Uphold the Code of Conduct and the confidentiality of all Club information.
• Make their own decisions and conduct their own due diligence; never treat access as advice.
• Deal honestly with the Club and other Members; disclose conflicts of interest.
• Ensure that any funds they commit to an opportunity are of lawful origin (see Declaration 5).
• Keep their contact and identity information current, and cooperate with reasonable identity and good-standing checks.

8. Confidentiality as a founding principle

8.1. The Club's opportunities, materials, events, and the identities of other Members are confidential.
8.2. Confidentiality is a condition of membership and is set out in binding form in the Code of Conduct and Declaration 3. It survives the end of membership.

9. Contributions

9.1. Membership is free of charge; the Club charges no joining fee, periodic dues, or event fee.
9.2. A Member may make an optional, voluntary contribution to a charitable cause supported by the Club. Such a contribution is never a payment for membership, access, advice, a security, or any expected return, and is not a condition of membership or access.

10. Suspension, resignation, and expulsion

10.1. A Member may resign at any time by written notice, subject to the Terms.
10.2. The Operator may suspend or expel a Member for breach of this Charter, the Terms, or the Code — in particular for breach of confidentiality, misuse of information, or conduct damaging to the Club or its Members.
10.3. Expulsion does not release a Member from surviving obligations (confidentiality, non-solicitation). As membership carries no fee, no refund arises; any Voluntary Contribution already made is non-refundable, save as required by law.

11. Governance

11.1. The Club is operated and governed by the Operator, which sets strategy, admits and removes Members, curates opportunities, and administers the Framework.
11.2. The Operator may establish an advisory council of Members in a purely non-binding, advisory capacity: [Advisory council — yes/no; composition].
11.3. The Operator's decisions on membership and admissions are final.

12. Events and gatherings

12.1. The Club may hold events, dinners, and introductions. Attendance is by eligibility and invitation.
12.2. Conduct at events is governed by the Code and any event house rules.

13. Amendments

13.1. The Operator may amend this Charter. Material changes will be notified to Members with reasonable notice.
13.2. Continued membership after the effective date constitutes acceptance, subject to any mandatory right to terminate on changed terms (see the Terms).

14. Relationship to other documents

14.1. This Charter, the Membership Terms, the Code of Conduct, the Pre-Entry Declarations and the Privacy Notice form a single Framework and are read together.
14.2. In case of conflict on a contractual point, the Membership Terms prevail. On a point of principle or nature of the Club, this Charter prevails.

15. Governing framework

15.1. This Charter is governed by the laws of the Independent State of Samoa, without prejudice to any mandatory protections available to a Member under the law of their place of residence.

02 · Membership Terms & Conditions

These Membership Terms & Conditions (“Terms”) form the binding agreement between you (“Member”) and Vestra Trading Ltd., company no. 97328, Samoa (“the Operator”, “we”), governing your membership of the Aurelis private members' club. By completing the Pre-Entry Declarations and joining, you accept these Terms, the Club Charter, the Code of Conduct and the Privacy Notice, which together form the “Framework”.

1. Definitions

• Opportunity — any non-public opportunity, deal, project, or introduction presented through the Club.
• Member Materials — any information, documents, presentations, data, or contacts made available through the Club.
• Voluntary Contribution — an optional charitable contribution a Member may choose to make; the Club charges no membership fee or dues.
• Confidential Information — as defined in clause 9 and the Code of Conduct.

2. The Club and the Operator

2.1. The Club is a private, invitation-only members' club operated by the Operator. The Operator is incorporated in Samoa; you acknowledge this and clause 18 (governing law) below.
2.2. Contact: membership@aurelisclub.com. Notices to you will be sent to the email you registered.

3. Nature of the relationship — please read carefully

3.1. The Club provides access to Opportunities and to a community. It does not provide investment, legal, accounting, or tax advice, and nothing made available through the Club is a recommendation, solicitation, or inducement to enter into any transaction.
3.2. The Operator is not a fund, investment firm, broker, adviser, or custodian, and does not: arrange, execute, or manage transactions; hold, receive, or control your money or assets; or promise any return or outcome.
3.3. You make your own decisions. You are solely responsible for your own due diligence, for obtaining independent professional advice, and for any decision you take in relation to an Opportunity. Presentation of an Opportunity is not advice or a recommendation.
3.4. This clause 3 prevails over anything elsewhere in the Framework or in Club communications that could be read to the contrary.

4. Eligibility and admission

4.1. Membership is by invitation and at the Operator's discretion (Charter, cl. 4–5). We may decline or revoke membership without giving reasons, subject to law.
4.2. You confirm the matters in the Pre-Entry Declarations, including your eligibility, independent decision-making, and the lawful source of your funds.
4.3. Membership is personal and non-transferable.

5. What membership includes and excludes

5.1. Includes: access to presented Opportunities, Club events and introductions, Member Materials and educational content, in each case according to your membership category (Founding Member and Member: full access; Guest: limited, event- or Opportunity-specific access).
5.2. Excludes: any advice, recommendation, brokerage, execution, custody, guarantee, or ongoing management. The Club does not act for you as agent, fiduciary, or adviser.
5.3. Access to a specific Opportunity may be limited, allocated, or withdrawn at any time and is never guaranteed.

6. Contributions and taxes

6.1. Membership is free of charge: there is no joining fee, membership fee, or dues. A Member may make an optional Voluntary Contribution to a charitable cause supported by the Club; any such contribution is voluntary, is not a condition of membership or of access to any Opportunity, confers no additional rights, and is non-refundable.
6.2. No payment is required for membership or access. Any Voluntary Contribution is a charitable gift — not a payment for membership, access, advice, a security, or any expected return.
6.3. You are responsible for any taxes applicable to you. The Club makes no representation as to the tax treatment of any Voluntary Contribution.
6.4. Any Voluntary Contribution is non-refundable, except as required by law (see clauses 7 and 14).

7. Term, renewal, and cancellation

7.1. Membership has no fixed term and no renewal fee, but it must be kept active. To remain an active Member you must, in each calendar year, either (a) attend at least one Club event, or (b) make use of at least one Opportunity or product made available through the Club. If you do neither for a full calendar year, the Operator may place your membership dormant or treat it as lapsed at its discretion. Membership otherwise continues until you resign or it is terminated under these Terms.
7.2. Withdrawal / cooling-off: you may withdraw from membership within 14 days of joining, for any reason and without penalty, by notifying the Operator. As membership is free of charge, no fee is refundable; any Voluntary Contribution already made is non-refundable. This does not limit any mandatory statutory right of withdrawal that applies to you as a consumer.
7.3. You may resign at any time by written notice to the Operator. We may terminate or suspend under clause 14.

8. Your obligations and acceptable use

You agree to:

• Comply with the Charter and Code of Conduct.
• Keep Confidential Information confidential (clause 9).
• Not solicit other Members, misuse Member Materials, or use the Club for unlawful, misleading, or abusive purposes.
• Provide accurate information and keep it current, and cooperate with reasonable identity and good-standing checks.
• Not represent that the Club or Operator advises you, acts for you, or guarantees any outcome.

9. Confidentiality

9.1. Opportunities, Member Materials, event details, and the identities of other Members are Confidential Information.
9.2. You will use Confidential Information only for the purpose of your own consideration of an Opportunity, and will not disclose or reproduce it without our written consent.
9.3. This obligation is set out in binding form in Declaration 3 and survives termination for 5 years after your membership ends (and indefinitely for any information that is a trade secret).

10. No advice, no solicitation, no guarantee

10.1. Nothing in the Framework or any Club communication is advice, a recommendation, an offer, or a solicitation.
10.2. Opportunities involve risk, including illiquidity and the risk of total loss. No return or outcome is promised, and past performance does not indicate future results (see Declaration 2).

11. Intellectual property

11.1. The Aurelis name, brand, site, and all Member Materials are owned by or licensed to the Operator. Membership grants you a personal, revocable, non-transferable licence to access them for your own use only.
11.2. You may not copy, publish, or commercialise Member Materials or use the Aurelis name/brand without written consent (Code, cl. 10).

12. Limitation of liability and indemnity

12.1. To the fullest extent permitted by law, the Operator is not liable for any decision you make regarding an Opportunity, for the performance or conduct of any third party or Opportunity, or for any investment loss.
12.2. The Operator provides the Club and Member Materials “as is”, without warranty as to accuracy, completeness, or suitability.
12.3. As membership is free of charge, the Operator's total aggregate liability arising out of the Framework is limited to EUR 100 (one hundred euro), except for liability that cannot be limited by law.
12.4. You indemnify the Operator against losses arising from your breach of the Framework or misuse of Confidential Information.
12.5. Nothing in these Terms excludes liability that may not lawfully be excluded (e.g. fraud, or mandatory consumer protections).

13. Data protection

13.1. We process personal data as described in the Privacy Notice and Declaration 4. By joining you confirm you have read the Privacy Notice.

14. Suspension and termination by the Operator

14.1. We may suspend or terminate your membership immediately for breach of the Framework, in particular breach of confidentiality, non-solicitation, or the source-of-funds declaration, or where required by law.
14.2. On termination your access ceases; surviving clauses (confidentiality, IP, liability, indemnity, governing law) continue. Any Voluntary Contribution already made is non-refundable save as required by law.

15. Complaints

15.1. Complaints may be sent to membership@aurelisclub.com. We will acknowledge within 5 business days and aim to resolve within 90 days. This does not affect any statutory rights or your right to contact a relevant authority.

16. Changes to these Terms

16.1. We may change these Terms on reasonable notice. If a change materially disadvantages you, you may terminate before it takes effect. Continued membership after the effective date is acceptance.

17. Force majeure

17.1. Neither party is liable for failure caused by events beyond its reasonable control.

18. Governing law and dispute resolution

18.1. These Terms are governed by the laws of the Independent State of Samoa.
18.2. The parties will first attempt to resolve any dispute amicably by good-faith negotiation for at least 30 days. Failing resolution, the dispute will be submitted to the competent courts of the Independent State of Samoa.
18.3. Nothing in this clause deprives a Member who is a consumer of the protection of mandatory rules of the law of their place of residence, where those apply.

19. Miscellaneous

19.1. Entire agreement: the Framework is the entire agreement between you and the Operator regarding membership.
19.2. Severability: if a clause is unenforceable, the rest stands.
19.3. No waiver: failure to enforce a right is not a waiver.
19.4. Assignment: you may not assign your membership; the Operator may assign these Terms to a successor operator on notice.
19.5. Notices: by email to the addresses in clause 2.

20. Contact

Vestra Trading Ltd. · Company no. 97328 · Samoa · Intershore Consult (Samoa) Limited, Intershore Suite, Le Sanalele Complex, Apia, Samoa · membership@aurelisclub.com.

03 · Code of Conduct

This Code sets the standard of behaviour expected of every Member of Aurelis, operated by Vestra Trading Ltd. It is a binding schedule to the Charter and the Membership Terms. Breach of this Code is grounds for suspension or expulsion.

1. Purpose and spirit

1.1. Aurelis works because of trust between a small, aligned membership. This Code protects that trust.
1.2. The spirit of the Code is simple: be discreet, be honest, respect other Members, and never use the Club to take advantage of anyone.

2. Core values

• Discretion — what happens in the Club stays in the Club.
• Integrity — deal straight; disclose conflicts.
• Respect — treat Members, guests, and the Operator's team with courtesy.
• Independence — you decide for yourself; you let others decide for themselves.
• Good standing — your conduct and your funds are lawful and reputable.

3. Confidentiality and discretion

3.1. Treat all Opportunities, Member Materials, event details, and the identities of other Members as confidential.
3.2. Do not disclose, forward, screenshot, record, or reproduce Club information without the Operator's written consent.
3.3. Do not discuss Members or Opportunities publicly or on social media (see cl. 9).
3.4. Confidentiality continues after your membership ends.

4. No solicitation and no poaching

4.1. Do not use the Club, its events, or its member list to market to, recruit, or solicit other Members without their clear invitation and the Operator's consent.
4.2. Do not treat the membership as a lead list for your own business.
4.3. Introductions are welcome when genuine, mutual, and respectful — not when they are cold selling.

5. Integrity of information and no misuse

5.1. Use Club information only to evaluate an Opportunity for yourself.
5.2. Do not misrepresent an Opportunity, the Club, or the Operator to anyone.
5.3. Do not use non-public information unlawfully, and do not front-run, manipulate, or exploit information gained through the Club to the detriment of others.

6. Conflicts of interest

6.1. Disclose to the Operator any material conflict of interest — for example where you have a personal or financial interest in an Opportunity presented to the Club, or a relationship that could affect your objectivity.
6.2. Where you refer an Opportunity in which you have an interest, say so.

7. Conduct at events

7.1. Behave professionally and respectfully at all Club events and introductions.
7.2. No harassment, discrimination, intimidation, or intoxicated misconduct.
7.3. Respect any event-specific house rules and the privacy of other attendees (no uninvited photography or recording).

8. Anti-corruption, AML, and sanctions

8.1. Do not offer or accept bribes or improper inducements through the Club.
8.2. Ensure any funds you commit to an Opportunity are of lawful origin (Declaration 5). Do not use the Club to launder money or to move funds for a sanctioned person.
8.3. Comply with applicable anti-money-laundering and sanctions laws.

9. Media, social media, and public statements

9.1. Do not speak for, or on behalf of, the Club or the Operator without written authorisation.
9.2. Do not name the Club, its Members, or its Opportunities publicly without consent.
9.3. Direct media enquiries to the Operator.

10. Use of the Aurelis name and brand

10.1. The Aurelis name, marks, and materials belong to or are licensed to the Operator.
10.2. Do not use them in your own marketing, fundraising, or communications without written permission (Terms, cl. 11).

11. Reporting concerns

11.1. If you become aware of a breach of this Code, a risk to a Member, or unlawful conduct, tell the Operator at membership@aurelisclub.com.
11.2. Good-faith reports will be handled discreetly and without retaliation.

12. Consequences of breach

12.1. Depending on severity, breach may result in a warning, suspension, expulsion, forfeiture of any Voluntary Contribution, and/or referral to authorities.
12.2. Serious breaches — in particular breaches of confidentiality, non-solicitation, or the source-of-funds rules — may lead to immediate expulsion (Charter, cl. 10; Terms, cl. 14). Surviving obligations continue.

13. Acknowledgment

By joining, and by confirming the Pre-Entry Declarations, you agree to read, uphold, and be bound by this Code of Conduct.

04 · Pre-Entry Declarations

These are the acknowledgments each Applicant confirms before joining Aurelis. Each Declaration below maps to one checkbox in the registration gate. By confirming, the Applicant makes the statement to the Operator and it becomes part of the binding Framework.

What the Applicant also receives (information, no signature required)

For a fair and informed decision, provide alongside these Declarations:

• Membership overview and fee schedule — what is included, excluded, and the price.
• Operator identity — Vestra Trading Ltd., no. 97328, Samoa, registered agent/address, contact.
• How access works — the Club opens the door; diligence and decisions are the Member's.
• How to complain and how to leave — complaints route, resignation/exit, and data handling.

Record-keeping (for evidentiary value)

For each Applicant, store: the document versions shown, the exact text of each Declaration confirmed, a timestamp, the IP address / device, and the Applicant's identity reference. Retain per the Privacy Notice retention schedule. This record is the Operator's evidence that access was granted on a non-advisory, informed, independent basis.

05 · Privacy Notice

This Privacy Notice explains how Vestra Trading Ltd. (“the Operator”, “we”), as operator of Aurelis, processes the personal data of Applicants and Members. It underpins Declaration 4. It is drafted with the EU GDPR in mind because Members are expected to be EU/EEA residents; counsel must confirm the applicable regime and the lawful transfer mechanism given the Operator's Samoan establishment.

1. Who is the controller

The data controller is Vestra Trading Ltd., company no. 97328, Samoa, Intershore Consult (Samoa) Limited, Intershore Suite, Le Sanalele Complex, Apia, Samoa. Contact for privacy matters: membership@aurelisclub.com. [EU representative / DPO — appoint if required under Art. 27 GDPR — TBC].

2. What data we process

• Identity & contact: name, date of birth, nationality, address, email, phone.
• Eligibility & onboarding: nomination source, application answers, identity/good-standing and PEP/sanctions check results, source-of-funds declaration.
• Membership: tier, voluntary-contribution records, event attendance, communications.
• Declarations & consents: the versions and timestamps of Declarations confirmed.
• Technical: IP address, device, and log data when you use the Club site.

3. Why we process it, and our legal bases

Where we rely on consent, you may withdraw it at any time (this does not affect prior processing).

4. Who we share it with

• Service providers (IT, hosting, payment, identity/AML-check providers) under contract.
• Advisers (legal, accounting) where necessary.
• Authorities where required by law.

We do not sell your personal data, and we do not share the identities of Members with other Members except as needed to facilitate a mutual introduction with consent.

5. International transfers (important)

Because the Operator is established in Samoa (outside the EU/EEA, with no EU adequacy decision), your personal data may be transferred to and processed in Samoa and other countries. We rely on [data transfer mechanism — e.g. Standard Contractual Clauses + supplementary measures / your explicit consent under Art. 49 — TBC by counsel]. You may request details of the safeguards in place.

6. How long we keep it

We keep your data for the duration of your membership and for [retention period — e.g. X years] afterwards to meet legal, AML, and evidentiary requirements (including records of Declarations), then delete or anonymise it. [Counsel to set retention schedule.]

7. Your rights

Subject to applicable law, you may request: access to your data; rectification; erasure; restriction; portability; and you may object to processing based on legitimate interests or for marketing. To exercise a right, contact membership@aurelisclub.com. You also have the right to lodge a complaint with a supervisory authority [e.g. Úřad pro ochranu osobních údajů (ÚOOÚ), CZ].

8. Cookies and the website

The Aurelis site uses [strictly necessary / analytics] cookies. A separate short Cookie & Website Policy governs details. [Link — TBC.]

9. Security

We use reasonable technical and organisational measures to protect personal data. No method of transmission or storage is fully secure; we cannot guarantee absolute security.

10. Changes

We may update this Notice and will post the current version with its date. Material changes will be notified to Members.

11. Contact

Privacy questions: membership@aurelisclub.com · Vestra Trading Ltd., no. 97328, Samoa, Intershore Consult (Samoa) Limited, Intershore Suite, Le Sanalele Complex, Apia, Samoa.