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1. Definitions

The following words shall have the meanings set out below:

Agreement” means this Racing Club Agreement, incorporating (i) the “Club Information” on the previous pages, (ii) theseTerms and Conditions, (iii) the Subscription for Membership attached, and (iv) the page attached entitled “Agreement To Be Legally Bound”.

Club Information” means the basic details of the Racing Club set forth in the table on the previous pages.

Club Manager” means the manager(s) of the Racing Club who are identified as such in the Club Information.

Distributable Prize Money” means all Prize Money (excluding VAT) received by the Racing Club, less (a) entry fees paid by the Racing Club for races, (b) any supplementary fees paid by the Racing Club for races, (c) transportation costs of getting the Horses to and from the races, and (d) any prescribed amounts due to the trainer, jockey and groom under the Rules of Racing.

Funding Target” means the target number of memberships to be sold, as identified as such in the Club Information.

Good Industry Practice” means the high level of communication, transparency, integrity, care, diligence, administrative

standards, professionalism, financial management and financial responsibility that would reasonably be expected of a good,

reputable and well-run Racing Club operating to high standards and managed by an honest, responsible and conscientious

Club Manager acting lawfully and in good faith.

Horse(s)” means the racehorse(s) acquired by and trained for the Racing Club. As at the date of this Agreement, the Horses

are as identified as such in the Club Information.

Member” means a member of the Racing Club, which a person may become in accordance with these Terms and Conditions

by paying the Membership Fee and entering into an agreement such as this with the Club Manager.

Membership Benefits” means the membership benefits identified as such in the Club Information.

Membership Fee” means the membership fee identified as such in the Club Information.

Membership Period” means the period of a Member’s membership, as identified as such in the Club Information.

Prize Money” means (where stated as a Membership Benefit in the Club Information) prize money won by the Horse(s)

during the Membership Period.

Racing Club” means the racing ‘Racing Club’ (as such term is defined in the Rules of Racing) identified as such in the

Club Information.

Rules of Racing” the Rules of Racing of Great Britain issued by the British Horseracing Authority, as may be amended

from time to time.

Subscription For Membership” means the Member’s subscription for membership as set forth in this Agreement (see the

first page attached to these Terms and Conditions).

Trainer(s)” means the racehorse trainer(s) identified as such in the Club Information.


2. Contract formation and cancellation rights

2.1 This Agreement shall come into effect on the date it is signed by the Member and the Club Manager.

2.2 Each Member will be required to enter into an agreement substantially similar to this Agreement, including the same

Terms and Conditions stated in this Agreement.

2.3 This Agreement has been drafted in line with the Rules of Racing (and in particular the Racing Club code). Should

any Member believe that these Terms and Conditions (or any other parts of this Agreement) do not meet the Rules of

Racing they should contact the Club Manager immediately.

2.4 Further to rights provided under consumer legislation, each Member can cancel this Agreement and their new

membership subscription by notifying the Club Manager in writing within 14 days of entering into this Agreement. If

a Member cancels per the foregoing, (a) the Member must return to the Club Manager any membership pack or other

materials provided; (b) the Club Manager will refund the Member their Membership Fee in full (if already paid), (c)

this Agreement will automatically terminate and be deemed null and void, and (d) the Member shall not be entitled to

any Membership Benefits arising before or after the cancellation and termination of this Agreement.


3. General

3.1 If not already done, the Club Manager will promptly register the Racing Club in accordance with the Rules of Racing.

3.2 The Rules of Racing currently require that all Racing Clubs have at least one registered Club Manager who will be

regarded, for the purposes of the Rules of Racing, as the “Owner(s)” of the Horse(s) which race for that Racing Club.

3.3 Where there is more than one Club Manager, each of them shall together and individually be deemed the “Club

Manager” for purposes of this Agreement and each of them shall be jointly and severally responsible and liable for

the obligations and liabilities of the Club Manager under or in connection with this Agreement.

3.4 For the purposes of, and in accordance with, the Rules of Racing, the Horse(s) will race in the name and colours of

the Racing Club/Club Manager.5


4. Membership Period

4.1 Subject to the other provisions of this Agreement, membership shall continue for the Membership Period set forth in

the Club Information.

4.2 A Member may renew their membership by notifying the Club Manager before the expiry of their Membership Period

and by paying the applicable Membership Fee for the renewed period.

4.3 The applicable Membership Fee for the next period will be notified by the Racing Club/Club Manager. The Members

acknowledge and agree that the Membership Fee for the renewed period may be higher than the current fee. No

increase in the Membership Fee will be applied to a Member during the course of their Membership Period.

4.4 Where a Member renews their membership, the Membership Period shall be deemed extended accordingly for the

renewed period. This Agreement shall otherwise continue to apply to the renewed period.


5. Funding the Racing Club

5.1 The Club Manager will be responsible for all costs relating to the running of the Racing Club, including without

limitation in relation to: buying or leasing the Horse(s); all associated acquisition costs; all training fees and other

amounts payable under the Training Agreement; all entry costs; all veterinary costs; all insurance costs; all

management and administration costs; and costs and liabilities relating to the Horse.

5.2 The Club Manager will seek to sell memberships in the Racing Club to help fund the costs of the Racing Club and its

and Horse(s).

5.3 It will be the responsibility of the Club Manager to ensure that enough memberships are sold to cover all costs. The

Club Manager will be responsible for any shortfall and agrees to pay on time all costs as they arise regardless how

many memberships may have been sold at that time.

5.4 Subject to any maximum number of Members agreed in the Club Information, the Club Manager may sell

memberships at any time. The Club Manager may change the Membership Fee for new joiners to reflect the

performance of the Horse(s) or for any other reason.


6. Membership rights

6.1 Members shall be entitled to the Membership Benefits for their Membership Period.

6.2 Members may not sell, gift, lease, loan, assign or transfer their membership (or any of their rights under their

membership) to anyone else.

6.3 Members shall not encumber, pledge or offer or grant as security to any third parties, their membership (or any of

their rights under their membership).

6.4 Members may not use their membership for the benefit of any other person or for any commercial purpose.

6.5 Membership is personal to the Members. If a Member dies during the course of a Membership Period, their

membership shall be deemed to automatically terminate. The deceased Member’s executors or personal

representatives (as applicable) may apply for any Distributable Prize Money arising prior to the Member’s death to be

paid to the deceased Member’s estate, which the Club Manager shall duly effect upon presentation of satisfactory

authority by such executors or personal representatives.

6.6 Save as set forth in clause 12.1, Members have no voting rights in respect of the Racing Club or decisions taken in

respect of the Racing Club or its Horses.


7. Management of the Racing Club

7.1 The Racing Club shall be managed by the Club Manager, whose details are set out in the Club Information.

7.2 In case of any disagreement, dispute or to clarify terms, Members should in the first instance contact the Club Manager.

7.3 If for any reason the Club Manager is unable or unavailable to perform all the Club Manager’s obligations (whether

because of illness, injury, death, incapacity, imprisonment, retirement or resignation, or by virtue of being banned or

removed by the British Horseracing Authority (the “BHA”) or other regulatory body, or otherwise) the Members may

nominate a replacement for approval by the BHA. Any replacement Club Manager approved by the BHA must sign a

written deed of adherence agreeing to be bound by the terms of this Agreement.


8. Training of the Horse(s)

8.1 Subject to clause 8.2, the Horse(s) belonging to the Racing Club will be trained by the Trainer(s).

8.2 If a Trainer is banned from training or otherwise ceases to train during the Membership Period (or if the Club Manager

feels that a particular Horse would benefit from a change of scene having been with one Trainer for a number of

seasons), the Club Manager will (at the Club Manager’s discretion) send the Horse(s) to a replacement trainer, who

shall thereafter be deemed the “Trainer” for purposes of this Agreement.

8.3 The Club Manager will enter into a written training agreement with each Trainer (the “Training Agreement”) prior

to, or as soon as reasonably possible after, the Horse(s) are sent to the Trainer. The Club Manager will ensure that

each Training Agreement does not conflict with (and is not prejudicial to) any of the provisions of this Agreement.

8.4 The Trainer(s) shall be responsible for making day to day decisions relating to the welfare, training, riding, stabling

and transport of the Horse(s), in accordance with and subject to the terms of the Training Agreement. Subject to clause

12.3, running arrangements shall be made by the Trainer(s) in conjunction with the Club Manager.6

8.5 The Club Manager shall provide a copy of the Training Agreement to the Members upon request.


9. Payment of Membership Fee

9.1 The Membership Fee is set out in the Club Information.

9.2 Each Member (also Joint Members) shall pay the Membership Fee in one instalment before membership can

commence, or agree to the monthly payments set out in the Club Information Section (number 7).

9.3 If the prospective Member fails to pay the Membership Fee into the Club Bank Account in full and cleared funds

within fifteen days of signing this Agreement, the Club Manager may give such prospective Member a final written

warning to pay and if the prospective Member still does not pay in full within a further ten days, this Agreement shall

automatically terminate and be deemed null and void and (a) the prospective Member shall not become a Member of

the Racing Club, (b) the Club Manager shall repay to the prospective Member any monies that the prospective Member

did pay into the Club Bank Account; and (c) the prospective Member shall not be entitled to any Membership Benefits

arising before or after the termination of this Agreement.


10. Club Manager’s obligations

10.1 The Club Manager shall:

a. manage the Racing Club in a timely and professional manner, with all due care and skill, and in accordance with

Good Industry Practice;

b. (subject to clauses 8.4 and 12.1) make all decisions relating to the Racing Club at their sole discretion, including

but not limited to (i) the administration and management of the Racing Club and the benefits (beyond the stated

Membership Benefits) that may be offered to Members from time to time; and (ii) the Horses, including without

limitation their running, training, purchase and sale;

c. communicate with the Members and keep them informed as to: the purchase or sale or injury or retirement of

any Horse(s); any plans or decisions or other important information about the Horse(s); their progress in training

and the races for which they will be entered; how they have come out of any races they have run in; and any

feedback or comments from the Trainer and the rider(s) of the Horse(s);

d. (further to the above) provide regular updates to the Members. The regularity of updates may depend on what

has happened but shall be frequent (usually every week or two) and never than less once a month; and

e. comply with the provisions of the Training Agreement and pay on time the Training Fees due pursuant to such

Training Agreement.


11. Retirement of Horse(s)

11.1 If a Horse is retired from racing before the end of the Membership Period pursuant to clause 11.2, the Club Manager

will endeavour to replace the Horse before the end of the Membership Period.

11.2 A Horse shall only be retired from racing if it suffers an illness or injury and the Trainer and the Club Manager both

agree, acting reasonably and in good faith and supported by written advice from a qualified veterinarian, that

continuing to race would materially threaten the welfare of the Horse or would otherwise not be in the interests of the

Horse or the Racing Club.


12. Sale of Horse(s)

12.1 In the event that a Lessor wishes to sell any horse prior to the end of the Membership Period, the Club Manager will

give written notice. The Club Manager will endeavour to replace the horse prior to the end of the Membership Period.


13. Early termination

13.1 A Member may terminate this Agreement (and their membership) with immediate effect upon notice to the Club

Manager if:

a. at any point the Racing Club has no active horses owned or leased by it and if this situation continues for more

than ten weeks. An “active horse” shall be deemed a racehorse that is in training or, if not in training, is only

temporarily not in training as a result of injury or due to taking a break/holiday at the suggestion of the Trainer.

An “active horse” shall not be a horse that has been retired from racing or died;

b. the Club Manager or the Racing Club suspends or ceases, or threatens to suspend or cease, carrying on all or a

substantial part of its business prior to the end of the Membership Period;

c. the Club Manager or the Racing Club becomes bankrupt or insolvent or an order is made or a resolution passed

for the bankruptcy, administration, winding-up or dissolution of such party (otherwise than for the purposes of a

solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator,

administrator, trustee or similar officer is appointed over all or any substantial part of the assets of such party,

enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs

in any applicable jurisdiction.

13.2 Except as stated under clause 13.1, a Member may not terminate their membership early.7

13.3 Upon termination under clause 13.1, the Club Manager shall repay to the Member a pro rata amount of the Membership

Fee based on the proportion of time remaining of the Membership Period.

13.4 The Club Manager and/or the Racing Club may terminate this Agreement (and the membership of the Member) with

immediate effect if:

a. the Member is declared bankrupt;

b. the Member is banned or ‘warned off’ by the BHA;

c. the Member breaches (in a material respect) any of the provisions of this Agreement and, after being given a

final written warning, commits a further breach;

d. the Member commits any criminal act with respect to any other Member or the Racing Club; or

e. the Member makes any defamatory or derogatory statement, or does any act or thing, that damages the goodwill

or reputation of the Racing Club, in each case where (in the reasonable opinion of the Racing Club) the context

is sufficiently serious or damaging to justify immediate termination.

13.5 Upon termination or expiry of this Agreement for any reason, the Club Manager shall pay to the Member any

Distributable Prize Money due in accordance with clause 14.

13.6 Termination of this Agreement shall be without prejudice to the rights and obligations of the parties which have

accrued prior to such termination, or under any provision which is expressly stated not to be affected by such

termination including in respect of any prior breach of this Agreement.

13.7 The provisions of clauses 1, 13, 14, 16 and 18 shall survive the termination of this Agreement and continue in full

force and effect.


14. Accounts and distribution of Racing Club funds

14.1 The Club Manager shall open and maintain a bank account in the name of the Racing Club to which shall be credited

all sums paid by Members in respect of the Racing Club and all other sums received by the Racing Club and to which

shall be debited all amounts charged to the Racing Club. If the account does not have sufficient funds to pay its

outgoings, the Club Manager and/or the Racing Club shall promptly top up the account with their own funds to ensure

all outgoings can always be paid. The bank account (the “Club Bank Account”) shall be used solely and exclusively

for the purposes of the Racing Club. Upon request by a Member, the Club Manager shall promptly provide the Member

with a bank statement in respect of the Club Bank Account showing all transactions. Audited accounts of the Racing

Club shall be made available to Members upon written request.


15. Badges; Attendance at racecourse

15.1 When a Horse is running, Members wishing to attend can apply to the Club Manager for an ‘owners’ badge. The

Members acknowledge that the number of available badges is limited and may also differ by racecourse and by race

day, and that the Club Manager may not able to get badges for all the Members wishing to attend. Where the Racing

Club has lots of Members, it is highly unlikely that badges will be available for all those wishing to attend, in which

case the Club Manager shall run a ballot and relay to the applying Members which of them were successful. Any

successful Members agree to comply with any other restrictions in force at the racecourse on that day (for example, a

limit on the numbers allowed into the parade ring/paddock), or which are relayed by the Club Manager.

15.2 Any Member who does not get an ‘owners’ badge may not enter the parade ring/paddock. No Member (even those

who receive a badge) may enter the pre-parade ring or any unauthorised area of the racecourse.

15.3 All Members attending the racecourse shall behave responsibly and appropriately and shall comply with the rules and

requirements applying at that racecourse, including without limitation with respect to any dress code.


16. Acknowledgement

16.1 The Club Manager and each Member acknowledges that by participating in the Racing Club, they shall be subject to,

and regulated by, certain provisions of the Rules of Racing for the duration of the Membership Period, and agrees that

they shall comply with them.

16.2 Each Member acknowledges that participation in the Racing Club is for the purpose of sharing in the enjoyment of

the Horse(s) and not for investment and may not necessarily provide any financial return.

16.3 Each Member acknowledges that the Racing Club holds the full legal and equitable title to the Horse(s). At no time

does the Member have any legal or equitable interest (or any other ownership rights) in any of the Horses.

17. Compliance with laws

17.1 Each Member shall, and the Club Manager shall, at all times comply with all applicable laws and regulations relating

to this Agreement and/or the Racing Club and/or the performance of their respective rights and obligations under or

in connection with this Agreement.


18. General

18.1 Any notice given under this Agreement shall be in writing and shall be delivered by hand, by email, or sent by pre-

paid first class post or recorded delivery post to the address of the party (as most recently specified), or to such other

address notified to the other party. A notice delivered by hand is deemed to have been received when delivered. A

correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been8

received at the time at which it would have been delivered in the normal course of post. A notice sent by email to the

correct email address last notified by the intended recipient shall be deemed received at the time of sending.

18.2 Each Member undertakes that they shall not use, divulge or communicate to any person (except to their professional

advisers or as may be required by law or any legal or regulatory authority) the terms of this Agreement or any

confidential information concerning the affairs of the Racing Club.

18.3 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent

jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid,

unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision

shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

18.4 Any variation of this Agreement shall be in writing and signed by or on behalf of all the parties to this Agreement.

18.5 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute

a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other

right or remedy.

18.6 Rights and remedies arising hereunder are cumulative and do not exclude rights and remedies provided by law.

18.7 This Agreement constitutes the whole agreement between the parties and supersedes any previous arrangement,

understanding or agreement between them relating to the subject matter they cover.

18.8 This Agreement is personal to the parties hereto (and their successors and heirs) and no third party has any rights to

enforce any of its terms.

18.9 The Racing Club and the Club Manager shall not assign, transfer or delegate any of their rights or obligations under

this Agreement.

18.10 This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original,

but all of which together shall constitute one and the same instrument.

18.11 This Agreement shall be governed by English law and the Club Manager and each Member irrevocably agrees that

the courts of London, England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in

connection with this Agreement or its subject matter.

18.12 This Agreement has been entered into on the last page of this Agreement (“Agreement To Be Legally Bound”).

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