These Membership Terms & Conditions (“Terms”) govern membership of Solis, a private business network operated by Solis Club Ltd, a company incorporated in England and Wales under company number 17275553 with its registered office at Solar House, 282 Chase Road, London, England, N14 6NZ (“Solis”, “we”, “us” or “our”).
By accepting an invitation to join Solis and confirming activation of membership, the Member agrees to be bound by these Terms.
1. Definitions and Interpretation
1.1 Definitions
In these Terms:
“Activation Date” means the date on which Solis confirms that a Member’s membership has been activated.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England.
“Event” means any private dinner, reception, experience, trip, meeting or other gathering hosted, arranged or facilitated by Solis.
“Member” means the company or other business entity admitted to Solis membership.
“Member Representative” means an individual nominated by a Member to represent it in connection with its membership.
“Membership Year” means each period of twelve months commencing on the Activation Date and each anniversary of the Activation Date thereafter.
“Qualifying Volume” means an annual foreign exchange volume of at least £1,000,000 through the Solis network or its designated partner platforms.
1.2 Interpretation
References to the singular include the plural and vice versa. References to a person include an individual, company, partnership, corporate body or other legal entity. Headings are for convenience only and do not affect interpretation.
2. Membership
2.1 Invitation only — Solis is a private, invitation-only business network. Membership is available to businesses selected by Solis and is subject to Solis’s approval. Solis is under no obligation to accept any applicant and may decline an application at its discretion.
2.2 Corporate membership — Membership is granted to the Member company and not to any individual. Membership is personal to the Member and may not be sold, assigned or transferred without Solis’s prior written consent.
2.3 Member Representatives — Each Member may nominate up to two Member Representatives. A Member may change its nominated Member Representatives by written notice to Solis. Solis may require a Member to replace a Member Representative where there is a material conduct, compliance, reputational or other legitimate concern.
2.4 Nature of membership — Membership provides access to the Solis network and such Events, introductions, experiences and other opportunities as Solis may make available from time to time. Membership does not guarantee any particular number, frequency, format, location or commercial outcome in relation to Events, introductions or other opportunities.
3. Application and Onboarding
3.1 Application — Applicants must complete such registration and onboarding information as Solis reasonably requires and may be required to attend an introductory meeting with the Solis team.
3.2 Compliance checks — Activation of membership is conditional on the applicant and its Member Representatives satisfactorily completing Solis’s onboarding and compliance checks, which may include identity verification, corporate verification, beneficial ownership checks, source of funds and/or source of wealth checks, anti-money laundering checks, sanctions screening and other checks reasonably required by Solis or its service providers.
3.3 Ongoing information — The Member must provide accurate and complete information reasonably requested by Solis and must promptly notify Solis of any material change to information provided during onboarding. Solis may request further information at any time where reasonably required for ongoing compliance monitoring.
3.4 Third-party services — Where a Member wishes to access foreign exchange, payment or other financial services through the Solis network, the Member may be required to complete separate onboarding and compliance requirements with the relevant service provider or platform. The Member will be required to accept the applicable terms and conditions of that provider before accessing the relevant services.
3.5 Separate provider terms — Any foreign exchange, payment or other regulated financial services accessed through the Solis network are governed by the separate terms and conditions of the relevant provider. Those terms govern the relevant financial services and are separate from these Membership Terms.
3.6 Suspension or termination — Solis may immediately suspend or terminate membership, without liability to the Member, where: (a) the Member or any Member Representative becomes subject to applicable sanctions or sanctions restrictions; (b) Solis reasonably suspects that the Member or any Member Representative is involved in financial crime, money laundering, terrorist financing, fraud or other unlawful activity; (c) the Member or any Member Representative fails to satisfy applicable onboarding or ongoing compliance requirements; (d) Solis is unable to continue the relationship for legal or regulatory reasons; or (e) Solis reasonably considers that continued membership would create a material legal, regulatory, compliance or reputational risk to Solis or its network.
4. Commercial Basis of Membership
4.1 No membership fee — There is no joining fee or annual membership fee for Solis membership.
4.2 Qualifying Volume — Membership is offered on the basis that the Member intends to conduct a minimum of £1,000,000 of annual foreign exchange volume through the Solis network or its designated partner platforms. The Qualifying Volume represents the commercial basis on which membership is offered.
4.3 Use of the Solis network — Members are expected, where commercially appropriate and available, to use the Solis network and its designated partner platforms for their relevant international FX requirements. Nothing in these Terms requires a Member to enter into an FX transaction that it does not require or that would not be commercially appropriate for its business.
4.4 Preferential pricing — Members may receive preferential pricing through the Solis network, including access to a Solis fee of 0.35%, where applicable. The precise exchange rate, pricing, fees, execution arrangements, settlement arrangements and other terms applicable to any FX transaction are governed by the terms of the relevant service provider or platform.
4.5 Review — Solis will review a Member’s activity at least every six months to assess whether the Member remains reasonably on track to meet the Qualifying Volume and continues to operate in accordance with the commercial basis on which membership was granted. Where a Member’s activity is materially below the expected Qualifying Volume, Solis may discuss the Member’s anticipated requirements and may, at its discretion: (a) allow a reasonable period for the Member to increase its activity; (b) revise the Member’s membership arrangements; or (c) suspend or terminate membership in accordance with Clause 9.
4.6 Changes — Solis may review the Qualifying Volume and any preferential pricing arrangements from time to time. Any material change affecting a future Membership Year will be notified to the Member in reasonable advance and will apply prospectively.
5. Member Representatives and Guests
5.1 Standard Event allocation — Up to two Member Representatives per Member may attend standard Solis Events at no additional charge, subject to availability and any Event-specific arrangements.
5.2 Additional guests — A Member may request additional guest places for an Event. Additional guests may be subject to a fee, availability and Solis’s approval.
5.3 Guest responsibility — Members are responsible for ensuring that their guests comply with these Terms and any reasonable Event-specific requirements. A breach by a guest may be treated as a breach by the Member.
5.4 Attendance limits — Solis may determine the maximum number of attendees permitted from any Member at any Event. Particular Events may be limited to Member Representatives only.
6. Events
6.1 Invitation only — All Solis Events are invitation-only. Invitations are personal to the named invitee and may not be transferred without Solis’s prior written consent.
6.2 Admission — Solis may refuse entry to any individual where it reasonably considers that admission would be inconsistent with the safety, security, character or private nature of an Event.
6.3 Event changes — Solis may change the date, time, location, format, speakers, attendees or other arrangements for an Event and may cancel an Event where reasonably necessary. Solis will use reasonable efforts to notify affected invitees of material changes.
6.4 No Event guarantee — Events are discretionary membership benefits. Solis does not guarantee that a Member will be invited to any particular Event or that any particular individual, business or speaker will attend.
6.5 Confidentiality — Event details, guest lists, locations and other non-public information relating to Events must be treated as confidential and must not be shared, published or posted publicly without Solis’s prior written consent.
7. Code of Conduct
7.1 Standards — Solis is built on trust, discretion, respect and mutual value. Members, Member Representatives and guests are expected to conduct themselves appropriately and respectfully in all interactions connected with Solis.
7.2 Prohibited conduct — The following conduct will not be tolerated: (a) harassment, discrimination, intimidation or bullying; (b) aggressive, abusive or threatening behaviour; (c) unlawful conduct; (d) excessive intoxication which disrupts an Event or creates a risk to others; (e) deliberate disclosure of confidential information; (f) conduct reasonably likely to materially damage the reputation of Solis or its Members; or (g) any other conduct which Solis reasonably considers inconsistent with the standards expected within its network.
7.3 Removal — Solis may require any person to leave an Event immediately where it reasonably considers that their conduct is inappropriate or presents a risk to the Event or other attendees.
7.4 Membership consequences — A breach of this Clause 7 by a Member, Member Representative or guest may result in suspension or termination of membership.
8. Network, Introductions and Confidentiality
8.1 Introductions — Solis may facilitate introductions between Members and third parties. Introductions are made in good faith and on a non-exclusive basis. Solis does not guarantee that any introduction will result in a transaction, partnership, investment, commercial relationship or other outcome.
8.2 No endorsement — An introduction made by Solis does not constitute an endorsement, recommendation, verification or representation by Solis regarding the relevant person, company, business, investment, transaction or opportunity. Members remain responsible for conducting their own commercial, financial and legal due diligence.
8.3 Use of the network — Members must not use: (a) the Solis member list; (b) information obtained through Solis; (c) Event attendee information; or (d) Solis introductions — as a marketing database or for mass solicitation, direct marketing or promotional purposes without Solis’s prior written consent. Nothing in this Clause prevents Members from developing legitimate commercial relationships with other Members following an introduction through Solis.
8.4 Confidential information — Members must keep confidential any non-public information disclosed to them through Solis which is expressly identified as confidential or which a reasonable person would reasonably understand to be confidential. This obligation does not apply to information which: (a) is already lawfully known to the Member; (b) becomes publicly available other than through a breach of these Terms; (c) is independently developed by the Member; or (d) is required to be disclosed by law or a competent authority.
8.5 Intellectual property — The Solis name, logo, branding, content, materials and Event formats are owned by or licensed to Solis. No Member may use Solis intellectual property without Solis’s prior written consent.
9. Suspension, Termination and Renewal
9.1 Membership review — Solis may review each Member’s membership annually. Membership is not automatically guaranteed to renew. Solis may offer renewal on the same or revised terms.
9.2 Termination by Solis — Solis may suspend or terminate membership where: (a) the Member is materially below the Qualifying Volume and, following reasonable discussion, Solis considers that the Member is no longer operating in accordance with the commercial basis on which membership was granted; (b) the Member breaches these Terms; (c) the Member or a Member Representative fails to satisfy applicable onboarding or compliance requirements; (d) the Member provides false or misleading information; (e) conduct by the Member or its representatives materially damages the reputation of Solis or its network; (f) continued membership creates material legal, regulatory or reputational risk; or (g) the Member becomes insolvent, ceases trading or enters into an analogous insolvency process.
9.3 Termination by Member — A Member may terminate its membership by giving Solis at least 30 days’ written notice.
9.4 Effect of termination — Upon termination: (a) the Member’s access to Events and other membership benefits will cease; (b) the Member must cease using Solis branding and confidential information; and (c) any rights or obligations which accrued before termination will remain unaffected.
9.5 No refund — As there is no joining fee or annual membership fee, termination does not give rise to any refund.
10. Relationship Between Solis and Members
10.1 Independent businesses — Each Member remains responsible for its own business, decisions, transactions and relationships.
10.2 No agency or partnership — Nothing in these Terms creates a partnership, joint venture, agency, fiduciary relationship, employment relationship or other relationship of representation between Solis and a Member. Neither party has authority to bind the other unless expressly agreed in writing.
10.3 No professional advice — Solis does not provide legal, tax, investment or financial advice to Members. Members are responsible for obtaining their own professional advice where appropriate.
10.4 Third-party services — Where a Member accesses FX, payment or other financial services through a third-party provider, the relevant provider is responsible for those services in accordance with its applicable terms. Solis does not assume responsibility for the provision or execution of those services merely by facilitating access to them.
11. Liability
11.1 Membership services — Solis will use reasonable care in providing the membership services described in these Terms but does not guarantee any particular commercial outcome from membership, Events, introductions or connections made through the Solis network.
11.2 Excluded losses — To the fullest extent permitted by law, Solis shall not be liable for any indirect or consequential loss, or for loss of profit, revenue, business, opportunity, goodwill or anticipated savings arising out of or in connection with these Terms.
11.3 Liability cap — Subject to Clause 11.4, Solis’s total aggregate liability to a Member arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed £250,000.
11.4 Non-excludable liability — Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.
11.5 Third-party financial services — Solis shall not be responsible for any loss arising from the provision, execution, settlement or failure of any FX, payment or other financial service provided by a third-party provider where those services are governed by the provider’s separate terms and conditions. Any claim relating to such services shall be governed by the applicable terms between the Member and the relevant provider.
12. Data Protection and Media
12.1 Data protection — Solis will process personal data in accordance with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018, as further described in the Solis Privacy Notice.
12.2 Third-party providers — Where personal data is provided to or processed by a third-party service provider in connection with financial services, Events or other services, that provider may process the relevant information in accordance with its own applicable privacy notice and contractual arrangements.
12.3 Event photography and filming — Photography and filming may take place at Solis Events for editorial, archival, promotional and marketing purposes. Solis will provide reasonable notice where photography or filming is taking place. Any Member Representative or guest who does not wish to appear in promotional photography should notify Solis before or at the relevant Event.
13. General
13.1 Amendments — Solis may amend these Terms from time to time. Material amendments will be notified to Members in reasonable advance and will apply prospectively.
13.2 Non-transferability — A Member may not assign, transfer, charge or otherwise dispose of its rights or obligations under these Terms without Solis’s prior written consent.
13.3 Assignment by Solis — Solis may assign, transfer or novate its rights and obligations under these Terms to an affiliate or successor in connection with a restructuring, sale or transfer of the Solis business, provided that the Member’s rights are not materially adversely affected.
13.4 Force majeure — Solis shall not be liable for any failure or delay in performing its obligations where caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, industrial disputes, government action, epidemic, pandemic, venue closure, transport disruption, technical failure or failure of a third-party service provider.
13.5 Notices — Formal notices under these Terms must be given in writing by email to the address provided by the relevant party. A notice sent by email will be deemed received on the next Business Day unless the sender receives a delivery failure notification.
13.6 Severability — If any provision of these Terms is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable and the remaining provisions shall continue in full force and effect.
13.7 Third-party rights — A person who is not a party to these Terms shall have no right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999.
13.8 Entire agreement — These Terms, together with the Solis Privacy Notice and any separate terms governing financial or other third-party services, constitute the entire agreement between Solis and the Member in relation to Solis membership.
13.9 No waiver — A failure or delay by Solis in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy.
13.10 Governing law — These Terms and any dispute or claim arising out of or in connection with them shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms.
Member Acceptance
By accepting an invitation to join Solis and confirming activation of membership, the Member confirms that it has read, understood and agrees to be bound by these Terms.