Terms and Conditions

PINHOOKING SHARES

  1. Definitions

The following words shall have the meanings set out below:

“Agreement” means this Syndicate Agreement, incorporating (i) the “Syndicate Information” on the previous pages and (ii) these Terms and Conditions.

“Associated Purchase Costs” means the costs associated with the purchase of the Horse, as identified as such in the Syndicate Information.

“Cost Per Share” means the cost of each Share in the Syndicate, as set out in the Syndicate Information.

“End Date” means the last day of the Syndicate Period, being the date identified as such in the Syndicate Information unless the Horse is sold or dies, in which case that date of sale or death shall be deemed the End Date.

“Horse” means the foal or foals acquired by the Syndicate, as identified as such in the Syndicate Information.

“Insurance Costs” means the costs reasonably and necessarily incurred by the Syndicator obtaining the insurance set forth in the Syndicate Information.

“Member” means an owner of a Share.

“Purchase Price” means the purchase price of the Horse excluding Associated Purchase Costs, as identified as such in the Syndicate Information.

“Share” means a share in the Syndicate, being an equal division in the ownership of the Horse.

“Syndicate” means the group of members participating in this Agreement, identified as such in the Syndicate Information.

“Syndicate Bank Account” means the bank account of the Syndicate opened in accordance with clause 16.1.

“Syndicator Fee” means the fee charged by the Syndicator(s), as identified as such in the Syndicate Information.

“Syndicate Information” means the basic details of the Syndicate set forth in the table on the previous pages.

“Syndicate Period” means the period commencing as of the date of signing this Agreement and ending on the End Date.

“Syndicator” means the manager(s) of the Syndicate who are identified as such in the Syndicate Information.

This Agreement shall commence as of the date of signing and shall continue until the End Date.

  1. Syndicator’s Obligations
    1. The Syndicator shall:
      1. manage the Syndicate in the best interests of the Members as a whole;
      1. make plans and decisions for the Horse;
      1. communicate with the Members and keep them informed as to the purchase of the Horse, its progress and any sales for which it is entered;
      1. from time to time arrange for Members to view the Horse at the stud farm;
      1. perform the Syndicator’s obligations under this Agreement in a timely and professional manner;
      1. exercise all reasonable skill, care and diligence in carrying out the Syndicator’s role; and
      1. nominate accountants to deal with the review of the Syndicate Bank Accounts.
  1. Sale of Horse
    1. Subject to clauses 11.2 and 12, the Syndicator will seek to sell the Horse by the End Date, save that if injury or other exceptional circumstances make this impracticable, then the Syndicator will sell the Horse as soon thereafter as the Syndicator deems reasonable and practicable to do so.
    1. In the event that the Syndicator deems it to be in the interests of the Members to sell the Horse prior to the time contemplated in clause 11.1 above, the Syndicator may do so.
    1. The timing of any such sale of the Horse pursuant to clause 11.1 or 11.2 shall be at the Syndicator’s discretion but acting in what the Syndicator reasonably believes to be in the best interests of Members.
    1. The normal method by which the Horse will be sold pursuant to clause 11.2 or in anticipation of the Syndicate’s dissolution will be at public auction (online or in person) but the Syndicator may suggest, if the Syndicator deems it to be in the best interests of the Members, to sell the Horse by any other method of sale.
    1. Any decision on whether the Horse will be sold by a consignor will remain at the absolute discretion of the Syndicator, who may choose to consult a bloodstock agent.
    1. Each Member hereby irrevocably appoints the Syndicator as their agent to transfer the legal and beneficial ownership in the Horse where it is sold or otherwise transferred in accordance with the terms of this Agreement.
  1. Third Party Offer to buy the Horse (other than at public auction)
    1. If, during the course of the Syndicate Period and prior to the Horse being sold pursuant to clause 11, a private offer to buy the Horse is made to the Syndicator by a third party (“Proposed Buyer”), the Syndicator shall notify the Members of the details of the offer including the price offered (the “Offer Price”).  The Syndicator shall accept such Offer Price and effect the sale where it deems it to be in the best interests of the Members.
  1. Rights of Members to sell or transfer Shares early (other than pursuant to clause 11 or 12)
    1. The commitment of each Member in respect of the Syndicate is for the Syndicate Period’s full duration and, except as expressly provided in this Agreement, no Member shall sell, transfer, assign, pledge, charge, encumber or dispose of any Share owned by that Member before the Syndicate’s dissolution or otherwise discontinue their membership in the Syndicate.
    1. If a Member wishes to sell their Share in the Horse before the end of the Syndicate Period, they may only do so (except as expressly stated elsewhere in this Agreement) if the following procedure has been followed:
      1. the Member must notify the Syndicator of the Member’s wish to sell;
      1. the Syndicator will notify the Member whether the Syndicator is willing to buy the Share and for what price;
      1. if the Member notifies the Syndicator that the proposed price is acceptable, the Syndicator shall notify all the other Members of the proposed sale;
      1. the Member shall sell their Share to the Syndicator and the Syndicator shall become the owner of such Share and will take on all rights and obligations attaching to such Share, until such time as the Syndicator sells such Share to a new buyer that enters into an agreement substantially similar to this Agreement.
    1. No Member may sell their Share in the Horse before the end of the Syndicate Period to any person other than the Syndicator.
    1. No Member may sell part only of their Share in the Horse.
  1. Events of default
    1. For purposes of this clause 14, a “Transfer Notice” means an offer by the Member to the Syndicator to sell their Share(s) for no charge in consideration for the Syndicator agreeing to take on all future costs and liabilities attaching to such Share.
    1. A Member is deemed to have served a Transfer Notice to the Syndicator immediately before any of the following events of default, being a bankruptcy order being made against the Member, or an arrangement or composition being made with their creditors, or where the Member otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors.
    1. The Syndicator is deemed to automatically accept the offer under the Transfer Notice, further to which the Member shall cease to be a Member of the Syndicate and all the Member’s rights and obligations with respect to the Member’s Share shall transfer to the Syndicator as from the transfer date. The Syndicator shall remain the owner of such Share until such time as the Syndicator sells such Share to a new subscriber.
  1. Termination
    1. This Agreement will terminate at the end of the Syndicate Period (except as specified in clause 2.4).
    1. Termination of this Agreement shall be without prejudice to the rights and obligations of the Syndicator and each Member 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.
    1. The provisions of clauses 1, 6.3, 9, 14, 15, 16, 18 and 19 shall survive the termination of this Agreement and continue in full force and effect.
  1. Accounts and distribution of Syndicate funds
    1. The Syndicator shall open and maintain a bank account in the name of the Syndicate to which shall be credited all sums paid by Members in respect of the Syndicate and all other sums received by the Syndicate and to which shall be debited all amounts charged to the Syndicate. The bank account (the “Syndicate Bank Account”) shall be used solely and exclusively for the purposes of the Syndicate.
    1. Only following the end of the Syndicate Period once the Horse is sold will final accounts be prepared and any amounts remaining in the Syndicate Bank Account (after payment of all relevant amounts due) be distributed to Members rateably according to the number of Shares held by them.
    1. As soon as reasonably practicable after the Horse has been sold, the Syndicator shall (a) pay all outstanding fees and expenses due, (b) make all VAT recovery submissions not made previously, and (c) prepare a set of wind-up accounts, independently reviewed by the Syndicator’s nominated accountants showing:

Income

• the monies paid by the Members in respect of their Shares; and

• the sale price of the Horse and/or, if and where applicable, insurance receipts.

Expenditure

• the Purchase Price;

• the Associated Purchase Costs;

• the Boarding and Preparation Fees;

• the Insurance Costs;

• the Syndicator Fee;

• the Sales Commission of 15% of the sale price of the Horse;

• the stud farm bonus of 5% of the sale price, where it exceeds double the Purchase Price of the Horse;

• any auction costs in respect of the sale of the Horse.

  1. The resulting balance shall be distributed to Members rateably according to the number of Shares held by them, within 10 days of the accounts being distributed.
    1. Each set of accounts shall clearly identify, on an itemised basis, all income and expenditure. Without limitation, all itemised expenditure shall clearly identify all third-party charges, including any that might not otherwise be that apparent to the Members such as any sales commission chargeable by a specialist consignor whose services are used for the purposes of selling the Horse.
    1. The Syndicator shall keep copies of all receipts, third-party invoices and other supporting documentation to evidence expenditure charged to the Syndicate, and shall promptly provide Members with copies of the same upon request.
  1. Acknowledgement
    1. Each Member acknowledges that participation in the Syndicate is for the purpose of sharing in the enjoyment of the Horse and not for investment and may not necessarily provide any financial return.
    1. Each Member further acknowledges and confirms that he shall have no claim against the Syndicator or the Syndicate in respect of any loss or injury sustained by the Horse howsoever caused.
  1. Compliance with laws
    1. Each Member shall, and the Syndicator shall, at all times comply with all applicable laws and regulations relating to this Agreement and/or the Syndicate and/or the performance of their respective rights and obligations under or in connection with this Agreement.
  1. General
    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 been 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.
    1. 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 Syndicate.
    1. 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.
    1. Any variation of this Agreement shall be in writing and signed by or on behalf of all the parties for the time being.
    1. 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.
    1. Rights and remedies arising hereunder are cumulative and do not exclude rights and remedies provided by law.
    1. 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.
    1. Except as stated in clause 2.3, 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.
    1. The Syndicator shall not assign, transfer or delegate any of their rights or obligations under this Agreement.
    1. 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.
    1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
    1. This Agreement has been entered into on the date of execution.

Terms and Conditions Breeze UP Shares

  1. Definitions

The following words shall have the meanings set out below:

“Agreement” means this Syndicate Agreement, incorporating (i) the “Syndicate Information” on the previous pages and (ii) these Terms and Conditions.

“Associated Purchase Costs” means the costs associated with the purchase of the Horse, as identified as such in the Syndicate Information.

“Cost Per Share” means the cost of each Share in the Syndicate, as set out in the Syndicate Information.

“End Date” means the last day of the Syndicate Period, being the date identified as such in the Syndicate Information unless the Horse is sold or dies, in which case that date of sale or death shall be deemed the End Date.

“Horse” means the yearling acquired by and trained for the Syndicate, as identified as such in the Syndicate Information.

“Insurance Costs” means the costs reasonably and necessarily incurred by the Syndicator obtaining the insurance set forth in the Syndicate Information.

“Member” means an owner of a Share.

“Purchase Price” means the purchase price of the Horse excluding Associated Purchase Costs, as identified as such in the Syndicate Information.

“Share” means a share in the Syndicate, being an equal division in the ownership of the Horse.

“Syndicate” means the group of members participating in this Agreement, identified as such in the Syndicate Information.

“Syndicate Bank Account” means the bank account of the Syndicate opened in accordance with clause 16.1.

“Syndicator Fee” means the fee charged by the Syndicator(s), as identified as such in the Syndicate Information.

“Syndicate Information” means the basic details of the Syndicate set forth in the table on the previous pages.

“Syndicate Period” means the period commencing as of the date of signing this Agreement and ending on the End Date.

“Syndicator” means the manager(s) of the Syndicate who are identified as such in the Syndicate Information.

“Trainer” means the racehorse trainer identified as such in the Syndicate Information.

“Training Agreement” means the written contract entered into between the Syndicator(s) and the Trainer for the training of the Horse.

“Training Fees” means the fees charged by the Trainer under the Training Agreement.

This Agreement shall commence as of the date of signing and shall continue until the End Date.

  1. Syndicator’s Obligations
    1. The Syndicator shall:
      1. manage the Syndicate in the best interests of the Members as a whole;
      1. make plans and decisions for the Horse;
      1. communicate with the Members and keep them informed as to the purchase of the Horse, its progress and any sales for which it is entered;
      1. from time to time arrange for Members to view the Horse at the Trainer’s yard;
      1. perform the Syndicator’s obligations under this Agreement in a timely and professional manner;
      1. exercise all reasonable skill, care and diligence in carrying out the Syndicator’s role;
      1. comply with the provisions of the Training Agreement and pay on time the Training Fees due pursuant to such Training Agreement;
      1. act as a treasurer on behalf of the Syndicate, check invoices received from the Trainer and, where agreed, to approve the release of monies from the Syndicate Bank Account to pay such invoices; and
      1. nominate accountants to deal with the review of the Syndicate Bank Accounts.
  1. Sale of Horse
    1. Subject to clauses 11.2 and 12, the Syndicator will seek to sell the Horse by the End Date, save that if injury or other exceptional circumstances make this impracticable, then the Syndicator will sell the Horse as soon thereafter as the Syndicator deems reasonable and practicable to do so.
    1. In the event that the Syndicator deems it to be in the interests of the Members to sell the Horse prior to the time contemplated in clause 11.1 above, the Syndicator may do so.
    1. The timing of any such sale of the Horse pursuant to clause 11.1 or 11.2 shall be at the Syndicator’s discretion but acting in what the Syndicator reasonably believes to be in the best interests of Members.
    1. The normal method by which the Horse will be sold pursuant to clause 11.2 or in anticipation of the Syndicate’s dissolution will be at public auction (online or in person) but the Syndicator may suggest, if the Syndicator deems it to be in the best interests of the Members, to sell the Horse by any other method of sale.
    1. Any decision on whether the Horse will be sold by a consignor will remain at the absolute discretion of the Syndicator, who may choose to consult a bloodstock agent.
    1. Each Member hereby irrevocably appoints the Syndicator as their agent to transfer the legal and beneficial ownership in the Horse where it is sold or otherwise transferred in accordance with the terms of this Agreement.
  1. Third Party Offer to buy the Horse (other than at public auction)
    1. If, during the course of the Syndicate Period and prior to the Horse being sold pursuant to clause 11, a private offer to buy the Horse is made to the Syndicator by a third party (“Proposed Buyer”), the Syndicator shall notify the Members of the details of the offer including the price offered (the “Offer Price”).  The Syndicator shall accept such Offer Price and effect the sale where it deems it to be in the best interests of the Members.
  1. Rights of Members to sell or transfer Shares early (other than pursuant to clause 11 or 12)
    1. The commitment of each Member in respect of the Syndicate is for the Syndicate Period’s full duration and, except as expressly provided in this Agreement, no Member shall sell, transfer, assign, pledge, charge, encumber or dispose of any Share owned by that Member before the Syndicate’s dissolution or otherwise discontinue their membership in the Syndicate.
    1. If a Member wishes to sell their Share in the Horse before the end of the Syndicate Period, they may only do so (except as expressly stated elsewhere in this Agreement) if the following procedure has been followed:
      1. the Member must notify the Syndicator of the Member’s wish to sell;
      1. the Syndicator will notify the Member whether the Syndicator is willing to buy the Share and for what price;
      1. if the Member notifies the Syndicator that the proposed price is acceptable, the Syndicator shall notify all the other Members of the proposed sale;
      1. the Member shall sell their Share to the Syndicator and the Syndicator shall become the owner of such Share and will take on all rights and obligations attaching to such Share, until such time as the Syndicator sells such Share to a new buyer that enters into an agreement substantially similar to this Agreement.
    1. No Member may sell their Share in the Horse before the end of the Syndicate Period to any person other than the Syndicator.
    1. No Member may sell part only of their Share in the Horse.
  1. Events of default
    1. For purposes of this clause 14, a “Transfer Notice” means an offer by the Member to the Syndicator to sell their Share(s) for no charge in consideration for the Syndicator agreeing to take on all future costs and liabilities attaching to such Share.
    1. A Member is deemed to have served a Transfer Notice to the Syndicator immediately before any of the following events of default, being a bankruptcy order being made against the Member, or an arrangement or composition being made with their creditors, or where the Member otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors.
    1. The Syndicator is deemed to automatically accept the offer under the Transfer Notice, further to which the Member shall cease to be a Member of the Syndicate and all the Member’s rights and obligations with respect to the Member’s Share shall transfer to the Syndicator as from the transfer date. The Syndicator shall remain the owner of such Share until such time as the Syndicator sells such Share to a new subscriber.
  1. Termination
    1. This Agreement will terminate at the end of the Syndicate Period (except as specified in clause 2.4).
    1. Termination of this Agreement shall be without prejudice to the rights and obligations of the Syndicator and each Member 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.
    1. The provisions of clauses 1, 6.3, 9, 14, 15, 16, 18 and 19 shall survive the termination of this Agreement and continue in full force and effect.
  1. Accounts and distribution of Syndicate funds
    1. The Syndicator shall open and maintain a bank account in the name of the Syndicate to which shall be credited all sums paid by Members in respect of the Syndicate and all other sums received by the Syndicate and to which shall be debited all amounts charged to the Syndicate. The bank account (the “Syndicate Bank Account”) shall be used solely and exclusively for the purposes of the Syndicate.
    1. Only following the end of the Syndicate Period once the Horse is sold will final accounts be prepared and any amounts remaining in the Syndicate Bank Account (after payment of all relevant amounts due) be distributed to Members rateably according to the number of Shares held by them.
    1. As soon as reasonably practicable after the Horse has been sold, the Syndicator shall (a) pay all outstanding fees and expenses due, (b) make all VAT recovery submissions not made previously, and (c) prepare a set of wind-up accounts, independently reviewed by the Syndicator’s nominated accountants showing:

Income

• the monies paid by the Members in respect of their Shares; and

• the sale price of the Horse and/or, if and where applicable, insurance receipts.

Expenditure

• the Purchase Price;

• the Associated Purchase Costs;

• the Training and Preparation Fees;

• the Insurance Costs;

• the Syndicator Fee;

• the Sales Commission of 15% of the sale price of the Horse;

• the trainer bonus of 5% of the sale price, where it exceeds double the Purchase Price of the Horse;

• any auction costs in respect of the sale of the Horse.

  1. The resulting balance shall be distributed to Members rateably according to the number of Shares held by them, within 10 days of the accounts being distributed.
    1. Each set of accounts shall clearly identify, on an itemised basis, all income and expenditure. Without limitation, all itemised expenditure shall clearly identify all third-party charges, including any that might not otherwise be that apparent to the Members such as any sales commission chargeable by a Trainer pursuant to the Training Agreement or by a specialist consignor whose services are used for the purposes of selling the Horse.
    1. The Syndicator shall keep copies of all receipts, third-party invoices and other supporting documentation to evidence expenditure charged to the Syndicate, and shall promptly provide Members with copies of the same upon request.
  1. Acknowledgement
    1. Each Member acknowledges that participation in the Syndicate is for the purpose of sharing in the enjoyment of the Horse and not for investment and may not necessarily provide any financial return.
    1. Each Member further acknowledges and confirms that he shall have no claim against the Syndicator or the Syndicate in respect of any loss or injury sustained by the Horse howsoever caused.
  1. Compliance with laws
    1. Each Member shall, and the Syndicator shall, at all times comply with all applicable laws and regulations relating to this Agreement and/or the Syndicate and/or the performance of their respective rights and obligations under or in connection with this Agreement.
  1. General
    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 been 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.
    1. 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 Syndicate.
    1. 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.
    1. Any variation of this Agreement shall be in writing and signed by or on behalf of all the parties for the time being.
    1. 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.
    1. Rights and remedies arising hereunder are cumulative and do not exclude rights and remedies provided by law.
    1. 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.
    1. Except as stated in clause 2.3, 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.
    1. The Syndicator shall not assign, transfer or delegate any of their rights or obligations under this Agreement.
    1. 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.
    1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
    1. This Agreement has been entered into on the date of execution.

Terms and Conditions Racing Shares

  1. Definitions

The following words shall have the meanings set out below:

“Agreement” means this Syndicate Agreement, incorporating (i) the “Syndicate Information” on the previous pages and (ii) these Terms and Conditions.

“Associated Purchase Costs” means the costs associated with the purchase of the Horse, as identified as such in the Syndicate Information.

“Cost Per Share” means the cost of each Share in the Syndicate, as set out in the Syndicate Information.

“End Date” means the last day of the Syndicate Period, being the date identified as such in the Syndicate Information unless the Horse is sold or dies, in which case that date of sale or death shall be deemed the End Date.

“Funding Target” means the funding target for Shares to be sold, as identified as such in the Syndicate Information.

“Horse” means the racehorse acquired by and trained for the Syndicate, as identified as such in the Syndicate Information.

“Insurance Costs” means the costs reasonably and necessarily incurred by the Syndicator obtaining the insurance set forth in the Syndicate Information.

“Member” means an owner of a Share.

“Purchase Price” means the purchase price of the Horse excluding Associated Purchase Costs, as identified as such in the Syndicate 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.

“Season” means a racing season, i.e. the Flat Racing Season or the National Hunt Jumps Season.

“Share” means a share in the Syndicate, being an equal division in the ownership of the Horse.

“Syndicate” means the racing ‘syndicate’ (as such term is defined in the Rules of Racing) identified as such in the Syndicate Information.

“Syndicate Bank Account” means the bank account of the Syndicate opened in accordance with clause 19.1.

“Syndicator Fee” means the fee charged by the Syndicator(s), as identified as such in the Syndicate Information.

“Syndicate Information” means the basic details of the Syndicate set forth in the table on the previous pages.

“Syndicate Period” means the period commencing as of the date of signing this Agreement and ending on the End Date.

“Syndicator” means the manager(s) of the Syndicate who are identified as such in the Syndicate Information.

“Trainer” means the racehorse trainer identified as such in the Syndicate Information. “Training Agreement” means the written contract entered into between the Syndicator(s) and the Trainer for the training of the Horse.

“Training Fees” means the fees charged by the Trainer under the Training Agreement, as identified as such in the Syndicate Information.

This Agreement shall commence as of the date of signing and shall continue until the End Date.

  1. Sponsorship and VAT
    1. The Syndicator will procure sponsorship under the Sponsorship Framework for Racehorse Owners (“SFRO”), where the Horse is trained in Great Britain, in order that the Syndicate can register for VAT under the Racehorse Owners VAT Scheme. It is anticipated that all VAT incurred by the Syndicate in respect of the Horse (provided that the Horse is located in Great Britain) will be fully recoverable.
    1. The Syndicator will take all steps necessary to register for, and recover, VAT in a timely manner.
    1. Members will promptly provide such information as is necessary for the Syndicator to perform their obligations under this clause 10, upon the reasonable request of the Syndicator.
  1. Payment for Share(s)
    1. Each Member shall comply with the terms of this Agreement and, in particular, shall pay the Costs Per Share in full upon the execution of this Agreement.
    1. If the prospective Member fails to pay the Cost Per Share into the Syndicate Bank Account in full and cleared funds within 24 hours of signing this Agreement, this Agreement shall automatically terminate and (a) the prospective Member shall not become a Member of the Syndicate, (b) the Syndicator shall repay to the prospective Member any monies that the prospective Member did pay into the Syndicate Bank Account; and (c) the Syndicator may sell such Share to someone else.
  1. Syndicator’s Obligations
    1. The Syndicator shall:
      1. manage the Syndicate in the best interests of the Members as a whole;
      1. make plans and decisions for the Horse (excluding matters stated herein as requiring approval by the Members and excluding matters for which the Trainer is responsible under clause 9.5) in conjunction with the Trainer;
      1. communicate with the Members and keep them informed as to the purchase of the Horse, any plans or decisions or other important information about the Horse, its progress in training and the races for which it will be entered, how it has come out of any races it has run in, and any feedback or comments from the Trainer or the rider(s) of the Horse;
      1. (further to the above), provide regular updates to the Members;
      1. from time to time (and subject to agreement with the Trainer on dates, times and numbers) arrange for Members to view the Horse in training;
      1. arrange badges for the Members at race meetings where the Horse is running. Members may apply for badges for all or any race meetings, and the available badges will be allocated to the Members by the Syndicator by way of a ballot. The Members acknowledge that the number of available badges may differ by racecourse and by raceday, and that there may be times where the Syndicator is not able to get badges for all the Members, or that there may be times where the Syndicator is required to apply other restrictions in force at the racecourse on that day (for example, a limit on the numbers allowed into the parade ring), and the Members accept and agree to abide by any such restrictions;
      1. perform the Syndicator’s obligations under this Agreement in a timely and professional manner;
      1. exercise all reasonable skill, care and diligence in carrying out the Syndicator’s role;
      1. comply with the provisions of the Training Agreement and pay on time the Training Fees due pursuant to such Training Agreement;
      1. act as a treasurer on behalf of the Syndicate, check invoices received from the Trainer and, where agreed, to approve the release of monies from the Syndicate Bank Account to pay such invoices; and
      1. nominate accountants to deal with the review of the Syndicate Bank Accounts.
  1. Death, retirement or sale of Horse before the End Date of the Syndicate Period
    1. If the Horse is retired from racing before the end of the Syndicate Period pursuant to clause 13.3, the Syndicator will sell the Horse as soon as reasonably possible.
    1. Such sale may be done privately or by public auction, as the Syndicator sees fit. The Syndicator will seek to achieve an arms-length fair value price in any private sale. If the Syndicator or any Member(s) buy the Horse (whether privately or in a public auction) following its retirement, they agree not to race the Horse.
    1. The Horse shall only be retired from racing if it suffers an illness or injury and the Trainer and the Syndicator both agree, acting reasonably and in good faith, 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 Syndicate, such conclusion to be supported by written advice from a qualified veterinarian. Any such decision (including the Trainer’s opinion and the veterinary opinion and the Syndicator’s opinion) shall be clearly relayed to the Members before the Horse is retired and sold.
    1. If the Horse is sold or otherwise transferred (or dies) before the originally-stated End Date of the Syndicate Period, the Syndicate Period shall be automatically deemed to end, and final accounts shall be prepared (and a final distribution of funds made) pursuant to clause 19.
  1. Sale of Horse
    1. Subject to clauses 13.1, 14.2 and 15, the Syndicator will seek to sell the Horse following the end of the Season preceding the End Date, and by no later than the End Date, save that if injury or other exceptional circumstances make this impracticable, then the Syndicator will sell the Horse as soon thereafter as the Syndicator deems reasonable and practicable to do so.
    1. In the event that the Syndicator deems it to be in the interests of the Members to sell the Horse prior to the time contemplated in clause 14.1 above, the Syndicator may do so.
    1. The timing of any such sale of the Horse pursuant to clause 14.1 or 14.2 shall be at the Syndicator’s discretion but acting in what the Syndicator reasonably believes to be in the best interests of Members.
    1. The normal method by which the Horse will be sold pursuant to clause 14.2 or in anticipation of the Syndicate’s dissolution will be at public auction (online or in person) but the Syndicator may suggest, if the Syndicator deems it to be in the best interests of the Members, to sell the Horse by any other method of sale.
    1. The Syndicator will ensure that the Horse will not be entered in a selling or claiming race.
    1. Each Member hereby irrevocably appoints the Syndicator as their agent to transfer the legal and beneficial ownership in the Horse where it is sold or otherwise transferred in accordance with the terms of this Agreement.
  1. Third Party Offer to buy the Horse (other than at public auction)
    1. If, during the course of the Syndicate Period and prior to the Horse being sold pursuant to clause 14, a private offer to buy the Horse is made to the Syndicator by a third party (“Proposed Buyer”), the Syndicator shall notify the Members of the details of the offer including the price offered (the “Offer Price”).  The Syndicator shall accept such Offer Price and effect the sale where it deems it to be in the best interests of the Members.
  1. Rights of Members to sell or transfer Shares early (other than pursuant to clause 14 or 15)
    1. The commitment of each Member in respect of the Syndicate is for the Syndicate Period’s full duration and, except as expressly provided in this Agreement, no Member shall sell, transfer, assign, pledge, charge, encumber or dispose of any Share owned by that Member before the Syndicate’s dissolution or otherwise discontinue their membership in the Syndicate.
    1. If a Member wishes to sell their Share in the Horse before the end of the Syndicate Period, they may only do so (except as expressly stated elsewhere in this Agreement) if the following procedure has been followed:
      1. the Member must notify the Syndicator of the Member’s wish to sell;
      1. the Syndicator will notify the Member whether the Syndicator is willing to buy the Share and for what price;
      1. if the Member notifies the Syndicator that the proposed price is acceptable, the Syndicator shall notify all the other Members of the proposed sale;
      1. the Member shall sell their Share to the Syndicator and the Syndicator shall become the owner of such Share and will take on all rights and obligations attaching to such Share, until such time as the Syndicator sells such Share to a new buyer that enters into an agreement substantially similar to this Agreement.
    1. No Member may sell their Share in the Horse before the end of the Syndicate Period to any person other than the Syndicator.
    1. No Member may sell part only of their Share in the Horse.
  1. Events of default
    1. For purposes of this clause 17, a “Transfer Notice” means an offer by the Member to the Syndicator to sell their Share(s) for no charge in consideration for the Syndicator agreeing to take on all future costs and liabilities attaching to such Share.
    1. A Member is deemed to have served a Transfer Notice to the Syndicator immediately before any of the following events of default, being a bankruptcy order being made against the Member, or an arrangement or composition being made with their creditors, or where the Member otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors.
    1. The Syndicator is deemed to automatically accept the offer under the Transfer Notice, further to which the Member shall cease to be a Member of the Syndicate and all the Member’s rights and obligations with respect to the Member’s Share shall transfer to the Syndicator as from the transfer date. The Syndicator shall remain the owner of such Share until such time as the Syndicator sells such Share to a new subscriber.
  1. Termination
    1. This Agreement will terminate at the end of the Syndicate Period (except as specified in clause 2.5).
    1. Termination of this Agreement shall be without prejudice to the rights and obligations of the Syndicator and each Member 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.
    1. The provisions of clauses 1, 7.3, 10.2, 11, 12.1.7-11, 17, 18, 19, 21 and 22 shall survive the termination of this Agreement and continue in full force and effect.
  1. Accounts and distribution of Syndicate funds
    1. The Syndicator shall open and maintain a bank account in the name of the Syndicate to which shall be credited all sums paid by Members in respect of the Syndicate and all other sums received by the Syndicate and to which shall be debited all amounts charged to the Syndicate. The bank account (the “Syndicate Bank Account”) shall be used solely and exclusively for the purposes of the Syndicate.
    1. Where the Syndicate Period is for more than one Season:
      1. the Syndicator shall prepare a set of accounts (on the same basis as set forth in clause 19.4) at the end of each Season as well as when the Syndicate is wound up;
      1. the Syndicator shall send such accounts to each Member by email as soon as reasonably practicable after the end of the Season; and
      1. any prize money won by the Horse during the prior Season (together with any other amounts remaining in the Syndicate Bank Account after payment of all relevant fees) shall be retained in the account.
    1. Only following the end of the Syndicate Period once the Horse is sold or otherwise transferred (or dies) will final accounts be prepared and any amounts remaining in the Syndicate Bank Account (after payment of all relevant amounts due) be distributed to Members rateably according to the number of Shares held by them.
    1. As soon as reasonably practicable after the Horse has died or been sold or otherwise had its ownership transferred, the Syndicator shall (a) pay all outstanding fees and expenses due, (b) make all VAT recovery submissions not made previously, and (c) prepare a set of wind-up accounts, independently reviewed by the Syndicator’s nominated accountants showing:

Income

• the monies paid by the Members in respect of their Shares;

• the prize money won by the Horse (but excluding any trophies of their value);

• any other income (such as appearance money) received in relation to the Horse, except for Excluded Income identified as such in the Syndicate Information;

• the sale price of the Horse and/or, if and where applicable, insurance receipts; and

• any VAT recovered.

Expenditure

• the Purchase Price;

• the Associated Purchase Costs;

• the Training Fees;

• the Insurance Costs;

• the Syndicator Fee;

• the Sales Commission of 15% of the sale price of the Horse;

• the trainers’ bonus of 5% of the sale price, where it exceeds double the Purchase Price of the Horse;

• 15% of the prize money which shall be retained by the Syndicator; and

• the auction costs of 5% of the sale price in respect of the sale of the Horse.

  1. The resulting balance shall be distributed to Members rateably according to the number of Shares held by them, within 10 days of the accounts being distributed. It is acknowledged, however, that the VAT recovery period could take several weeks and that this may dictate when final accounts can be concluded and distributed.
    1. Each set of accounts shall clearly identify, on an itemised basis, all income and expenditure. Without limitation, all itemised expenditure shall clearly identify all third-party charges, including any that might not otherwise be that apparent to the Members such as any sales commission chargeable by a Trainer pursuant to the Training Agreement or by a specialist consignor whose services are used for the purposes of selling the Horse.
    1. The Syndicator shall keep copies of all receipts, third-party invoices and other supporting documentation to evidence expenditure charged to the Syndicate, and shall promptly provide Members with copies of the same upon request.