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TERMS

DEFINITIONS

  1. The following words shall have the meanings set out below:

"business"

the business of forming, marketing and managing racehorse syndicates as carried on by the company under the trading name TopSpeed Thoroughbreds

"company"

TopSpeed Thoroughbreds (company no: 12932203)

"general terms and conditions"

the terms and conditions set out in this document which govern all syndicates.

"horse" or "racehorse"

any horse acquired or leased by the company.

"Intellectual Property"

all industrial and 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.

"Members"

all such persons who own shares in the same horse either leased or owned by such persons. The term "Member" shall relate to one person in such a syndicate.

"Share"

means an equal division of the ownership of a racehorse as determined by the company at its absolute discretion.

"syndicate"

a racehorse syndicate formed, marketed or managed by the company for the purpose of the business.

"syndicate terms and conditions"

all such terms and conditions issued by the company that govern one specified syndicate alone and are described by the company as being specific to that syndicate.

"Terms and Conditions"

means both the general terms and conditions and syndicate terms and conditions in relation to any one syndicate.

THE COMPANY

  1. The company carries on the business of forming, marketing and managing racehorse syndicates and the raising, selling, running of racehorses under the name of TopSpeed Thoroughbreds.

CONTRACT

  1. The Terms and Conditions form the basis of the contract between the company and the Member. An application by a person to join a syndicate 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 ownership) confirming that the person is a Member and that the syndicate has been formed.

THE SYNDICATE

  1. The syndicate and all matters associated with it shall be managed by the company whose decisions shall be final, binding on the syndicate's Members and not open to query or appeal. If any person considering becoming a Member is not happy with this, they should please not proceed with their application.

  2. The choice of racing silks and name will be the company's decision alone.

  3. The company owns the business and the Intellectual Property. The company derives its income from managing the syndicate. 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 Data Protection Act 1998. Any attempt to access the client database or to obtain any personal information relating to the Members (including for example names, addresses or other personal information) by any means is prohibited.(Note: it is important that the company protects itself from any possibility of any person or persons taking the syndicate away. It also helps protect clients from being approached by anyone who offers a personal view, claiming expertise in matters relating to the business of training, racing and keeping, a racehorse).

THE SHARES

  1. A share buys you into the life of a racehorse for a fixed period of time. Whilst some racehorses turn out to be star performers and increase in value, the majority do not and therefore the purchase of a share must not be treated as an investment opportunity. A lease share buys you into the horse for a fixed period of time, at the end of this time you will not have a share in the horse. It is an entertainment. Furthermore, because a racehorse is a living creature, there can never be any guarantee that he or she will perform sufficiently well enough to win races or to even make a racecourse appearance. A Share cannot be sub-divided.

  2. All racing syndicates are made up of 4000 shares unless stated otherwise

  3. A Share cannot be purchased by a person under the age of 18.

  4. The company alone determines how many Shares are to be offered in a horse or horses.

  5. When the company accepts an applicant's offer to purchase a Share, it shall grant the ownership of that Share/lease share to that applicant, subject to the Terms and Conditions.

  6. Shares shall not in any way be transferred, transmitted, 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 for 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.

  7. In acquiring a Share a Member does not acquire a share in the company or the company's business. The legal and beneficial ownership of the business shall at all times remain vested with the company absolutely.

  8. A Member must only use his/her Share for personal enjoyment and must not use the Share for any commercial purpose, regardless of whether or not it is a profit-making venture.

  9. 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 TopSpeed Thoroughbreds terms and conditions. All ownership rights shall belong to the nominated recipient of the gift. This means that payments from TopSpeed Thoroughbreds, including, for example; share of prize money will become due to the recipient, even though the recipient did not make the purchase. Where a share is due for renewal at the end of a syndicate period, this shall become a matter entirely for the recipient of the gifted share and not the donor of the gift. Therefore, if the donor wishes to pay for the renewal, he/she may wish to advise the recipient to contact him/her at the point the recipient receives the renewal notice.

  10. Where the syndicate is in the process of being formed and the number of Shares allocated to Members is less than the number required to form the syndicate (as determined by the company), the company reserves the right not to proceed with forming the syndicate and shall return all monies paid by the applicants. Alternatively, the company may decide to re-advertise the syndicate, and or to change the structure/financing of the proposed syndicate. No person shall own a Share or have any other right to or interest in the horse until the company notifies that person that he is a Member and that the syndicate has been formed (see iii).

  11. Where the company decides to proceed with the syndicate 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 horse, including but not limited to; illness and/or poor performance on the racecourse. The value may increase if the horse performs well on the racecourse or other horses related in the family perform well). (Note: that any changes to the value of the horse 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).

  12. In the event of the death of a Member, prior to the dissolution of the syndicate, all rights and liabilities attached to that Share shall pass to the personal representatives of that Member's estate.

  13. 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 syndicate.

  14. Consumer Legislation gives the Member the right to cancel a new contract they enter into with TopSpeed Thoroughbreds within 14 days of the date it is concluded (agreed). A Member can cancel their new share purchase by returning their ownership share within 14 days of purchase and the company will refund their payment in full.

  15. Before the syndicate period is due to expire, the company will give an opinion (a guide) as to whether or not the horse should be retained and a new syndicate formed. Members will then be invited to make a decision whether or not to continue into the next syndicate period.

  16. Where a Member wishes to continue into the new syndicate but owns more than one share, there will be no obligation to retain all of the shares owned in that particular horse.

  17. Members who have not renewed their share(s) before the end of the syndicate period will cease to receive any share of prize money won by the horse in races after that date.

  18. Where a share and/or offer period is active, the sale of shares may, at the company's discretion, be suspended or offered on a limited basis.

  19. Where a share of prize money is due to the Member, this sum will be specified in statement of account and can be claimed at the end of the term.

  20. Existing members of the syndicate will be given the opportunity to purchase relinquished shares, subject to availability before they are offered to the public.

  21. In the event of all of the relinquished shares not being purchased by the existing syndicate owners, the company will make a commercial decision whether or not to stand the financial liability of unsold shares and market them through its normal commercial channels or not.

  22. Where a syndicate is recommended for extension and owners are invited to renew their interest by joining for the new syndicate period, any renewal payment made will be refunded in the event that there is insufficient interest and the company decides, at a later date, not to continue with the extended period for this, or any reason.

  23. The company reserves the right to replace a horse if it is deemed not suitable due to injury. If a replacement cannot be supplied then members will be issued a pro-rata refund of 50% of management fees and training fees calculated from the time the horse is retired/removed from the syndicate

  24. A horse will not be sold whilst it is in a lease period. After the lease period then the ownership of the horse returns to the individual/company that the horse was leased from.

  25. The company alone will determine the capital value of the horse at any point in time. This will not be open to negotiation or debate.

  26. A Member can request the company to provide an account of all prize money won for each horse at any point. Prize money will be distributed at the end of each syndicate term or end of a racing season. The decision over when prize money is paid at the end of term or season is solely that of the company.

 

THE COSTS

  1. Where the company's fees relating to syndicate management and racing/training, amount to a sum greater than the company's actual costs, the Members shall not be entitled to any refund. Conversely, Members are not asked for any additional payments where the company incurs costs greater than the price paid by the Members during each term of the syndicate. The price payable by the Member for the share, covers costs associated with racing and training the racehorse, for the duration of the term of the syndicate, save for any costs involved in racing outside of Great Britain (racehorse transport, race entry fees/supplements, trainer/jockey/groom/Company representative expenses) and Group/Listed/Graded race entry fees in Great Britain, which shall be deducted (at cost price) from the total net prize money accrued by the horse. In the event that the costs for Group/Listed/Graded races are not covered by overall prize money won by the relevant horse in the syndicate period, the loss will be absorbed by the company and therefore no further payment will be required from any Member.

  2. The price of each horse share sold by TopSpeed Thoroughbreds, includes an equal division of the following:

    1. Lease price of the horse. This is the sum the company paid for the lease of the horse, including any commission and initial vetting/transport.(Note: Where the value of the horse is deemed, by the company, to have increased or decreased since the date the company purchased the horse, the price of a share may be adjusted prior to the sale of a share.)

    2. All racing costs. This includes training fees, entry/declaration fees (see xlix), veterinary fees and all other racing/horse costs. This amount is usually set at around £30,000 per horse, per annum. Note: Where actual costs incurred are greater than the set sum, no extra payment is sought and, conversely, where the actual costs are less than the set sum, no refunds are made.

    3. Management and service provision fee. This figure includes managing, servicing and marketing the syndicate.

    4. Mortality insurance. This amount varies per horse, depending on its lease value at the beginning of the syndicate period.

  3. The all-inclusive cost includes mortality insurance for the horse during the syndicate period. The insured sum shall amount to the value attributed to the horse by the company at the start of the relevant syndicate period. Where the company decides that a horse's value has significantly reduced, the insured sum may be reduced for the remainder of the syndicate period

  4. TopSpeed Thoroughbreds has insurance via being a member of the Racehorse Owners Association.

MISCELLANEOUS

  1. 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 Members in a relevant syndicate, 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/leased 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 horses 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.

  2. Any owner 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.

  3. Stable visits are organised from time to time. These stable visits can become oversubscribed. 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 owner 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.

  4. TopSpeed Thoroughbreds 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 the company 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.

  5. Where a declared horse becomes a non-runner in a race, TopSpeed Thoroughbreds will endeavour to relay this information to owners 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 the company. Therefore, TopSpeed Thoroughbreds cannot accept any responsibility or liability in relation to a horse not running in a race. A horse can be withdrawn from a race for a number of reasons, including the health/fitness of the horse, or a change to the 'official going' (ground conditions).

  6. All Intellectual Property, including, without limitation, all intellectual property rights relating to the image and name of any horse, the TopSpeed Thoroghbreds name, logo and the racing colours are and shall remain legally and beneficially vested with the company alone.

  7. The name of the horse is subject to change, usually in situations beyond the control of TopSpeed Thoroughbreds (for example, if the chosen name is rejected by Weatherbys, after the initial registration is submitted).

RACE PRIZE MONEY / TROPHIES

  • Net Race prize money is the sum paid by Weatherbys in accordance with the rules of horse racing minus VAT, any further deductions (for example: due to basis the horse has been bought/leased) and a 10% commission to Topspeed Thoroughbreds) is distributed amongst the Members of the syndicate concerned at the end of each syndicate term, save where a sum in excess of £100,000 accrues, in which case distribution shall be made within a reasonable period from the date of the company's receipt from Weatherbys.

  • Where a perpetual trophy is won by a winning horse, it shall be held by the company.

PINHOOK SYNDICATE

  1. Whilst the main aim of this syndicate is to make a profit, this can not be guaranteed and therefore should not be viewed as an investment.

  2. The nature of horses and the industry means that the market is subject to fluctuations and this may result in a return that is less than the starting capital cost.

  3. Members of this syndicate will receive regular updates on each of their horses.

  4. Members will also be entitled to yard visits at Peel Hall Stud.

  5. Payout will be made after each sale period, for example after the set of horses being sold at the store sales that year.

THE HORSE

  • 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 recommend replacing the horse where possible. If this is not possible 50% of the management and training fees will be refunded on a pro-rata basis.

  • Where a horse does not live up to expectations on the racecourse, or fails to ever make it to the racecourse, the Members shall not be entitled to any refund. However, the company will where possible replace the horse with another.

  • If the company decides to retire a horse, full legal and beneficial ownership in all shares in the racehorse (i.e. all rights of ownership) shall pass from all Members of that syndicate to the new owner or back to the individual/company who leased the horse. The company is deemed to be appointed as the Member's agent irrevocably to transfer the legal and beneficial ownership in the horse to the rehabilitation centre (or new owner). In this event, Members will receive a pro rata refund of 50% of points 2 and 3 from term l.

  • Unless specifically stated in the offer, the company offers no guarantee that a yearling will be registered under the Plus 10/ GBB scheme.

AT THE END OF THE SYNDICATE TERM

  1. Before the end we will inform all members of the plan with the horse and this may even be something that TopSpeed seeks members views on.

  2. If the horse is to be re-syndicated then all existing members will be given the first chance to buy shares to renew.

  3. We have a cost lock for all existing members where the lease fee is set to a maximum of the first lease fee. This means that even if the horse turns out to be a superstar existing members will not see an increase in the lease fee.

THE TRAINER

  • Choice of trainer shall be vested with the company alone. The company may decide to change trainer for any reason whatsoever.

  • All decisions relating to training and racing are normally placed in the charge of the trainer whilst the horse 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. Indeed, 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).

VOTING / DECISION MAKING

  • When a vote relating to a syndicate is called for and a Member's vote is not received by the company by the deadline date specified by the company, the Member's right to vote is forfeited in that instance.

  • When all votes received result in a split vote, the company will have the right to make a casting vote.

 

ENFORCEABILITY

  • 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.

VARIATIONS

  • The company reserves the right at its discretion to amend or vary the Terms and Conditions from time to time and will supply Members with copies of the latest revised version which shall apply with effect from the date stated in that latest version.

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.

WAIVER

  • 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.

PREVAILING TERMS

  • If any provisions of the general terms and conditions at any time conflict with any provisions of the syndicate terms and conditions, the syndicate 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 TopSpeed Thoroughbreds.

  • All text created by Topspeed Thoroughbreds (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 TopSpeed Thoroughbreds 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 - 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, the website, emails and other services may be interrupted.

  • TopSpeed Thoroughbreds has processes in place to comply with GDPR. For full information, please refer to the 'Privacy Policy' on our website, or available by request.