MASTER TERMS AND CONDITIONS FOR CLUB OWNERSHIP OF A HORSE
The following words shall have the meanings set out below:
"Business" the business of forming, marketing and managing racehorse clubs as carried on by the Company under the trading name Racehorse Club.
"Company" Equiclub Limited a company incorporated in England and Wales with incorporation number 13051565 whose registered office address is 23 Kingsway, York House, London, WC2B 6YF
any horse (in whole or in part) acquired by the Company for the purpose of forming a Club.
all intellectual property rights now or subsequently owned by or licensed to the company (including without limitation) domain names, patents, trade marks and service marks (whether registered or unregistered), registered designs, unregistered designs and copyrights (and any applications for any of the same) which are used in connection with the business and all confidential information so owned and used.
"Master terms and conditions"
the terms and conditions set out in this document which govern all clubs and which take precedence over any Club Terms and Conditions.
all such persons in one club who own shares in the same Racehorse club. The term "Member" shall relate to one person in such a club.
means a share in the ownership club of a Racehorse for that Racehorse’s racing career with the Company as determined by the Company at its absolute discretion.
a racehorse club formed, marketed or managed by the Company for the purpose of the Business.
"Club Terms and Conditions"
all such terms and conditions issued by the company that govern one specified club alone and are described by the Company as being specific to that Club.
"Terms and Conditions"
means both the general terms and conditions and club terms and conditions in relation to any one club.
The Terms and Conditions form the basis of the contract between the Company and the Member. An application by a person to join a Club shall be deemed to be an offer to become a Member pursuant to the Terms and Conditions and such application shall only be deemed to be accepted when the company issues a written acknowledgement (such as the issuing of a certificate of membership) confirming that the person is a Member and that the club has been formed.
The Club and all matters associated with it shall be managed by the Company whose decisions shall be final, binding on the Club’s Members and not open to query or appeal.
The Company will, from time to time, seek advice and guidance from such persons as trainers/vets/stud managers to help reach decisions but the Company’s decision shall be exercised at its discretion and be final.
The choice of racing silks, trainer, jockey and club name will be the Company’s decision alone.
The Company owns the Business and the Intellectual Property. The Company derives its income from managing the Club.
The Members are the valued clients of the business and all client information is strictly confidential. The data relating to the company’s clients are protected by, and subject to The General Data Protection Regulation (EU) 2016/679 GDPR.
A Share buys you a Share in the ownership club of a specific Racehorse for its racing life for the period that it is owned by the Company and until that Racehorse is retired, sold or otherwise disposed of by the Company in accordance with this agreement and acting in its absolute discretion. Such retirement may (without prejudice to the generality of the foregoing) arise from injury or other factors. Some Clubs have a pre-determined termination date. In the event of a Club having a pre-determined termination date this will be indicated on the Club’s offer page (“the Term”).
THE COMPANY GIVES NO GUARANTEE OF THE PERFORMANCE OF ANY RACEHORSE. Some Racehorses turn out to be star performers, the majority do not and therefore the purchase of a Share must not be treated as an investment opportunity. It is an entertainment. Furthermore, because a Racehorse is a living creature, there can never be any guarantee that the Racehorse will perform sufficiently well enough to win races or to even make a Racecourse appearance.
A Share cannot be sub-divided.
A Share cannot be purchased by a person under the age of 18.
The Company alone determines how many Shares are to be offered in a Racehorse Club.
When the Company accepts an applicant’s offer to purchase a Share, it shall grant the ownership of that Share to that applicant, subject to the Terms and Conditions.
Shares shall not in any way be transferred, transmitted, alienated, given, offered for sale or offered as a gift or otherwise disposed of except as expressly provided in the Terms and Conditions. The Shares may not be charged or offered or granted as security to anyone other than to the Company. The Shares may not be subject to any third party rights or interests.
In acquiring a Share a Member does not acquire a share in the Company or the Company’s business or in the Racehorse itself, but in the Racehorse’s racing career with the Club. The legal and beneficial ownership of the Business shall at all times remain vested with the Company absolutely.
A Member must only use his/her Share for personal enjoyment and must not use the Share for any commercial purpose.
Where a Share is being purchased as a gift for someone else, the donor of the gift is required to nominate a recipient (at the time of payment) who shall be a person over the age of 18 and at the point of purchase, the nominated recipient shall automatically become the owner of the share and shall be bound by these Terms and Conditions. All rights shall belong to the nominated recipient of the gift. This means that payments from the Company, including, for example; share of prize money will become due to the recipient, even though the recipient did not make the purchase.
Where the club is in the process of being formed and the number of Shares allocated to Members is less than the number required to form the club (as determined by the Company), the Company reserves the right not to proceed with forming the club and shall return all monies paid by the applicants. Alternatively, the Company may decide to re-advertise the club, and or to change the structure/financing of the proposed club. No person shall own a Share or have any other right to or interest in the Racehorse until the Company notifies that person that he is a Member and that the club has been formed.
Where the company decides to proceed with the club but not all of the shares have been sold, the Company, at its absolute discretion, may sell Shares at a higher or lower sum than the original offer price. (Note: there are a number of factors that can affect the value of a Racehorse, including but not limited to; illness and/or poor performance on the racecourse. The value may increase if the Racehorse performs well on the racecourse or other Racehorses related in the family perform well). (Note: that any changes to the value of the Racehorse will be reflected in the Share price at the earliest available opportunity, but may not be changed immediately (the exact date of change will be at the discretion of The Company).
In the event of the death of a Member, prior to the dissolution of the club, all rights and liabilities attached to that Share shall pass to the personal representatives of that Member’s estate.
The price payable by the Member for the Share, covers all costs associated with racing and training the racehorse, for the duration of the Term of the club.
In compliance with Consumer Legislation the Member has the right to cancel a new contract for Club services that they enter into with RacehorseClubwithin 14 days of the date it is concluded (agreed). A Member can cancel their new share purchase by returning their ownership share in the racing club and membership pack by recorded delivery or another guaranteed delivery method within 14 days of purchase and RacehorseClub will refund their payment having made a nominal deduction for the cost of provision of the membership pack (The cooling off period). When concluding their contract for Club services with the Company, Members will be asked to confirm whether they consent to the commencement of the Club services prior to the expiry of the cooling-off period. If they do so consent they will be able to participate in any prizemoney that the Racehorse wins from running in any race during the cooling off period. They will still be able to cancel; but, in accordance with Consumer Legislation, they will forfeit their right to a refund of the price they paid for their Share as the Club service will have been provided. Members who do not consent to the commencement of the Club services during the cooling-off period will not be able to participate in any prizemoney that the Racehorse wins until the cooling-off period ends.
The Member shall own the Share in the Club for the duration of a Racehorse’s career whilst it is owned by the Company. When you purchase a Share in the Club you can benefit from a Racehorse’s entire racing career with the Company. Having paid for your Share there are no renewal fees.
Breeding rights in the Racehorse are expressly excluded. By purchasing a Share you do not acquire any right in the Racehorse itself or in any breeding rights of the Racehorse.
Where a share of prize money is due to the Member, this sum will be specified in the Member’s general account and can be claimed in the normal way at any time, or used in whole or part towards the purchase of another club(s).
The decision whether or not to send the Racehorse to the sales (or to offer for sale privately or to retire) shall (as between the Member and the Company) be the Company’s alone and not open to negotiation or debate.
The decision of whether or not a Racehorse is injured to such a serious extent that it can no longer race shall be the Company’s alone (having considered appropriate veterinarian advice) and not open to negotiation or debate.
A Member can request the Company to pay the whole or part of any credit held in the Member’s account at any time (subject to the credit being £20 or greater).
The Company reserves the right to offer the Racehorse for sale at public auction or by private sale of otherwise dispose of the Racehorse for any reason whatsoever and at any time. Although it is the Company’s intention not to sell any Racehorse within six months of purchasing it. A Racehorse is a balance sheet asset of the Company alone.
Where a Racehorse is offered for sale by auction, and then bought-in by the the new value of the Racehorse will be the total sum incurred in purchasing the Racehorse (eg price paid for the horse itself, auction house commission and incidentals plus transport costs).
When a Racehorse is sold, the sales sum received belongs to the Company and Members do not receive any share in the sales sum.
The price of each Share in a Racing Club sold by the Company, includes all costs relating to that Racehorse divided as follows:
- Capital purchase price of the Racehorse. This is the sum originally paid for the acquisition of the Racehorse, including any commission and initial vetting/transport. (Note: Where the capital value of the horse is deemed, by the Company, to have increased or decreased since the date the Company purchased the Racehorse, the price of a share may be adjusted prior to the sale of a Share.)
- Management and service provision fee. This figure includes managing, servicing and marketing the club.
- Racing costs. This includes training fees, entry/declaration fees, veterinary fees jockey and training fees (whether in the UK or abroad).
- Mortality insurance. This amount varies per Racehorse, depending on its capital value at the beginning of the club period.
Value Added Tax (VAT). Items a to d above are subject to VAT and this is currently set by the Government at a rate of 20%.
The all-inclusive cost includes mortality insurance for the Racehorse during the club period. The insured sum shall amount to the value attributed to the Racehorse by the Company at the start of the relevant club period. The beneficiary of the insurance policy shall be the Company.
The Company has a public and products liability insurance policy in place, designed to protect Members against compensation claims and legal costs if a Racehorse causes injury/death to a third party and/or damage to property. The cost of this policy is met by the company.
Most racecourses impose restrictions on the number of people allowed into the paddock and winner's enclosure, for health and safety reasons. The number of RacehorseClub Members in a relevant club, who want to enter the paddock, more often than not, exceeds the racecourse's figure. In such cases a ballot is held by the Company to determine the 'owners badge' allocation. This may or may not be on a complimentary basis but whatever the case, applies to the one race on the card for which the relevant part-owned horse is running. Members may not enter the pre-parade ring area, even if they are in possession of an 'owners badge'. Entry costs to the racecourse are normally the responsibility of the Member.Note: the pre-parade ring is the area where Racehorses are saddled and then paraded, before they make their way into the paddock area. Persons entering any area of the racecourse on an unauthorised basis may be reported to the Stewards and this could result in a racecourse ban.
Any Member who is granted a racecourse 'owners badge' agrees to abide by the racecourse dress code. Gentlemen to wear shirt and tie. Ladies suitably smartly attired. Note: some prestigious race meetings (e.g. Royal Ascot) have extended requirements and these will normally be published on the RacehorseClub website.
Stable visits are organised from time to time and will be notified in advance on the RacehorseClub website. These stable visits can become oversubscribed, particularly with the top trainers. A ballot will usually be held for each visit. Therefore, no guarantee of a place can be made. In a ballot, there will be no priority for early applications, so you can apply up until the published ballot closing date. An Member can bring one guest (more at some visits) but there is an entrance charge for each guest. Some stable visits are not entirely suitable for disabled visitors and therefore accessibility needs to be checked prior to booking.
RacehorseClub may from time to time take photographs or video footage at the racecourse or at a stable event. By attending such an event, Members accept that such photography may take place and that it may be used by RacehorseClub in the public domain with no payment made to any participant. Members not wishing to appear, need to position themselves behind the camera but there are still no guarantees of exclusion. Members also need to be aware that various television companies will show live or recorded scenes at the racecourse or at a trainer's yard.
Where a declared Racehorse becomes a non-runner in a race, RacehorseClub will endeavour to relay this information to Members as soon as possible, but there could be occasions where we are unable to do this. All decisions relating to entries and declarations are made by the trainer, meaning a horse becoming a non-runner is beyond the control of RacehorseClub. Therefore, RacehorseClub cannot accept any responsibility or liability in relation to a Racehorse not running in a race. A Racehorse can be withdrawn from a race for a number of reasons, including the health/fitness of the Racehorse, or a change to the 'official going' (ground conditions).
All Intellectual Property, including, without limitation, all intellectual property rights relating to the image and name of any Racehorse, the RacehorseClub name, logo and the racing colours are and shall remain legally and beneficially vested with the Company alone.
The name of the Racehorse is subject to change, usually in situations beyond the control of RacehorseClub (for example, if the chosen name is rejected by Weatherbys, after the initial registration is submitted).
Racehorses may be owned in whole or in part by the Company and all references to ‘owned by the Company’ include both ownership in whole and in part.
RACE PRIZE MONEY / TROPHIES
Race prize money (the sum paid by Weatherbys/ Horse Racing Ireland in accordance with the British Horseracing Authority Rules of Racing or the Rules of the relevant racing authority jurisdiction) is distributed amongst the Members of the club concerned every 12 months save where a sum in excess of £200,000 accrues, in which case distribution shall be made within a reasonable period from the date of the company's receipt from Weatherbys/ Horse Racing Ireland.
Trophies won will be retained by the Company and returned to the racecourse as required.
Where applicable, a colt may be gelded, normally upon the advice of the trainer. The Company will make the final decision following such advice without calling for a vote from the Members.
Occasionally a Racehorse may fail to reach a reasonable racing standard and the Company may at its discretion enter the Racehorse in claiming or selling races. Upon the Racehorse being sold the club will close prematurely and (subject to the Terms and Conditions) the sum received for the Racehorse will belong to the Company.
(Note: when a Racehorse is deemed to have little or no residual value, or, when in the Company’s opinion, it's in the best interests of the horse, to be retired from racing, the Company’s policy is to gift the horse for re-homing to a racehorse rehabilitation centre or elsewhere).
If the Company decides to retire a horse to a rehabilitation centre the Club relating to that Racehorse will terminate.
When a Racehorse is retired, it will either be sold or gifted, depending on the circumstances. Priority is normally given to the Members of the club Racehorse. If any club Member wishes to be considered for the gifting or purchase of any particular Racehorse that is being retired, an application needs to be made in writing, specifying the facilities available for keeping the Racehorse and details of the applicant's experience with horses. The premises will need to be checked out and a non-racing agreement signed with the BHA, barring the Racehorse from ever participating in horseracing again.
Unless specifically stated in the offer, the Company offers no guarantee that a yearling will be registered under the Plus 10 scheme.
Whilst RacehorseClub is often able to re-home a retired racehorse through its own network, there are times when a retired horse will be sent to a Rehabilitation Centre, and also times when there are additional keep costs/vet bills etc. to be paid after the club has finished, before the horse can be re-homed. Any of these costs are met by the acquisition price of the Shares.
THE TRAINER AND JOCKEYS
Choice of trainer and jockey shall be the Company’s alone. The Company may decide to change trainer and or jockey for any reason whatsoever without notice to Members.
All decisions relating to training and racing are normally placed in the charge of the trainer whilst the Racehorse is in his/her care. (Note: the Company believes that an appointed trainer will be best placed to make assessments relating to racing and welfare issues. The Company pays the trainer for his or her professional services and therefore normally does not interfere; however, the Company reserves the right to override any decision made by the trainer).
Any claims for misprinted/damaged/defective items must be submitted within 4 weeks after the product has been received. For packages lost in transit, all claims must be submitted no later than 4 weeks after the estimated delivery date. Claims deemed an error on our part are covered at our expense.
Please contact email@example.com
Exchanging or returning a product without any defect or due to a wrong size being ordered is not permitted. Our website clearly displays a sizing chart alongside each item.
If you have provided an address that is considered insufficient by the courier, the shipment will be returned to our facility. You will be liable for reshipment costs once we have confirmed an updated address with you (if and as applicable).
Please contact firstname.lastname@example.org
Shipments that go unclaimed are returned to our facility and the buyer will be liable for the reshipping cost.
ITEM DID NOT ARRIVE
For packages lost in transit, all claims must be submitted no later than 4 weeks after the estimated delivery date. We track all items.
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If at any time one or more of the provisions of these Terms and Conditions becomes invalid, illegal or unenforceable under any law or is held by a court to be invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
The Company reserves the right at its discretion to amend or vary the Terms and Conditions from time to time and will display updated Terms and Conditions on the Company’s website.
LAW AND JURISDICTION
The contract (including for the avoidance of doubt the Terms and Conditions) shall be governed by and construed in all respects in accordance with the laws of England, and the Member and the company hereby agree to submit to the exclusive jurisdiction of the English Courts.
DISPUTE RESOLUTION PROCEDURE
If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute), thenthe parties shall follow the procedure set out in this clause:
(a) The Member with the Dispute shall give to the Company written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Company shall attempt in good faith to resolve the Dispute;
(b) if the Company is for any reason unable to resolve the Dispute within 60 days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure the mediator shall be nominated by the Society of Mediators if not otherwise agreed upon by the parties. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. Unless otherwise agreed between the parties, the mediation will start not later than 90 days after the date of the ADR notice.
No party may commence any court OR arbitration proceedings in relation to the whole or part of the Dispute until 90days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.
If the Dispute is not resolved within 120 days after service of the ADR notice, or either party fails to participate or ceases to participate in the mediation before the expiry of that period or the mediation terminates before the expiry of that period, the Dispute shall be finally resolved by the courts of England and Wales.
The failure by the Company to enforce at any time or for any period any one or more of the Terms and Conditions shall not be a waiver of them or of the right at any time subsequently to enforce any or all Terms and Conditions.
If any provisions of the general terms and conditions at any time conflict with any provisions of the club terms and conditions, the club terms and conditions shall prevail.
Any person who is banned from entering a racecourse and/or 'warned off' by the British Horseracing Authority, cannot become a client of RacehorseClub.
All text created by RacehorseClub (including, but not limited to, all horse reports and these terms and conditions), as well as all photographic images, both still and moving, including written and spoken words, are subject to copyright law and cannot be copied or transmitted in any format. The image and/or name of any RacehorseClub horse, in any format, cannot be exploited for any commercial purpose (whether or not for profit). These restrictions include the placing of material within social media sites, such as, but not limited to, Facebook, Instagram and Twitter.
Force Majeure - whilst RacehorseClub is in the fortunate position of providing a large number of services online, there may be some occasions during an unexpected event (such as, but not limited to, outbreak of a disease or bad weather), that renders the company unable to provide some or all services. For example, events held at racecourses, stables etc. may be subject to postponement or cancellation.