Terms and Conditions
RACING CLUB RACING SYNDICATE TERMS AND CONDITIONS
This document explains the terms and conditions which will form part of and govern our contract with you when you purchase shares in one of our syndicate racehorses horses. These terms and conditions will therefore govern our relationship with you as a racing syndicate member.
You should read these terms and conditions carefully before placing your order for a share or shares in any of our racehorses, or renewing your membership.
- Who are we and how does the syndicate work. We are Wendigo Limited but our trading name is Racing Club, so that is the name you will see on our website and on syndicate related materials (except on race cards and in the media where you will see us referred to as “RC Syndicates” – your specific syndicate will have a syndicate number e.g. RC Syndicate 1). We are a private limited company registered in England and Wales with company number 14914074. Our registered office address is 14 London Street, Andover, Hampshire, United Kingdom, SP10 2PA. In these terms and conditions we might refer to ourselves as “Racing Club”, “we”, “us” or “our”. We are the Syndicator for all our syndicates.
- We will appoint a Syndicate Manager. We will let you know who this is and if it changes at any time, we will also let you know. The Syndicate Manager will have responsibility for organising the running of the syndicate and making all the ultimate decisions on our behalf, under the contract between you and us.
- What a being a syndicate member means (what is a share in a racehorse?). When you buy a share in one of our racehorses, you are buying the right to be involved in the experience of racehorse ownership, including the right to receive updates about the particular horse, stable visits (where available), participation in prize money and / or sales proceeds (if applicable) and to be included in ballots for tickets on the day(s) the horse races (subject to these terms and conditions). When you buy a share and pay your Syndicate Fees (see 8 below), you become a syndicate member for that particular horse.
- Length of syndicate and what you pay in a Syndicate Term. Each racehorse syndicate will start and end on set dates each year and will run for 12 months; we call this a “Syndicate Term”. The price you pay when you buy a share in a horse will include the cost of the share and the cost of the fees for that horse in the upcoming Syndicate Term (we will refer to them as the “Syndicate Fees”, see 8 below for more details). Each syndicate will end at the end of the Syndicate Term. At that point, we can either choose to end the syndicate or to renew it, and we will let you know a reasonable time in advance of what we decide to do.
- Renewing a syndicate for a new Syndicate Term. If we decide it is viable to renew a syndicate in a particular horse for another Syndicate Term, we will offer you the chance to renew your syndicate membership.
- If you choose to renew your membership for another Syndicate Term, you do not need to pay for any share(s) you already own, so the price you pay per share after your first Syndicate Term will be the Syndicate Fees only.
- If you choose not to renew your membership for another Syndicate Term, you must renew your membership online by using the members area of our website before the start of the next Syndicate Term. If you do not do this, we will treat you as though you have told us you do not want to renew your membership. To help you, we will contact you to let you know that the Syndicate Term is coming to an end, at least 30 days before the end of the current Syndicate Term. Due to the costs of keeping a racehorse, you must pay the Syndicate Fees relating to the share or shares you own in any particular horse. Therefore, if you do not renew your membership in relation to any particular share, (i.e. you do not pay the Syndicate Fees on or before the start date of the Syndicate Term and do not contact us to explain the delay), we will follow the procedure at 26 and 27 below.
- Share price. The share price in the first Syndicate Term for any horse reflects the portion of the purchase price Racing Club paid for the horse which matches with the shareholding associated with that particular share. The price and shareholding percentage for that horse will be displayed on our website at the time you buy your share (e.g. £40 for 1 of 4,000 shares, meaning each share represents 0.025% of the value of the horse). Over time, the horse’s value may increase or decrease. If that happens and not all the available shares in the horse have been sold, we can, at our absolute discretion, choose to sell the remaining shares at a higher or lower price than the price you may have paid for your share.
- Number of shares. The maximum number of shares available in the horse will be as specified on our website at the time you bought your share. The maximum number of shares which can be owned by one syndicate member in one horse is:
- 10, when there are 100 shares or more available in the horse; and
- 10% total shareholdings, when there are fewer than 100 shares available in the horse.
- Syndicate Fees. The Syndicate Fees cover all the running and training costs for the relevant horse in the Syndicate Term. The Syndicate Fees are a fixed fee and we will never ask you for more money in the same Syndicate Term. The Syndicate Fees cover all the running and training costs of the horse including stabling, training, entry fees, transport, veterinary fees and a syndicate management fee. The Syndicate Fees for the upcoming Syndicate Term (or occasionally, Syndicate Terms) will be displayed on our website at the time you buy your share or renew your syndicate membership into the next Syndicate Term.
- Racehorse ownership is a hobby, not an investment. Buying a share in a racehorse should never be seen as an investment opportunity. Although some racehorses go on to have successful racing careers, the majority do not and buying a share in a racehorse should be seen as an entertainment only. We cannot guarantee any financial return on your racehorse share(s).
- Our contract with you. When you place an order to buy a share in a horse on our website, or to renew your syndicate membership for another Syndicate Term, you are making an offer to purchase a share or shares in a racehorse and / or to be or continue to be a member of a racing syndicate, subject to these terms and conditions. We accept your offer when we email you to confirm we have accepted your order and the percentage share in the racehorse you have purchased.
- We may reject your order in certain circumstances. Sometimes we reject orders, for example, because your name appears on the BHA’s Forfeit List (see 13 below), because we can’t verify your age (you must be 18 or over to buy or own a share in one of our racehorses), because you are located outside the UK, because you are a business (you must not use syndicate membership for any business purpose, we only sell to consumers) or because the share was mispriced by us. When this happens, we let you know as soon as possible and refund any sums you have paid. If we reject your order to renew your syndicate membership, we will follow the procedure at 26 and 27 below, as though you asked us to cancel your membership.
- We charge you when we accept your order for both your share (if not already paid in a previous Syndicate Term) and the fees applicable to the upcoming Syndicate Term (or Syndicate Terms, if you are paying for more than one year, up front). You will own your share once we have accepted your order and received payment in full.
- If you don’t pay on time, we can refer you to the British Horseracing Authority (BHA). You must pay all sums you owe us within three (3) months of us asking you to. If you don’t do this, we can report you to the BHA by making a non-payment report in line with the BHA Syndicate Code of Conduct. We must do this within 15 months of the date the sum became payable and if we do submit a report, you may be added to the BHA’s Forfeit List.
- You must obey the BHA’s Rules. When you are a member of a racing syndicate, you will be subject to, obliged to comply with and regulated by, certain provisions of the Rules of Racing for the duration of the syndicate, including in particular the following Chapters of those Rules: (J) Integrity and (L) BHA Investigations and Disciplinary Action. The BHA may choose to change these rules at any time. Please ask our Customer Service Team where you can find the latest version of the Rules.
- Prize money.
- In the event the horse wins any prize money (including any bonus money, where applicable), certain fees will be deducted from the prize money by the racing authorities before it is paid to the owners of the horse. The amount deducted depends on the venue and type of race. Weatherbys will then remit the prize money to Racing Club (please note: this can take some time) and we will then distribute that prize money to each syndicate member’s account in the proportions that reflect each member’s shareholding in that horse. We will make these distributions no later than 30 days after we receive the funds from Weatherbys. If the amount of prize money due to you is less than £10, we will hold that in the relevant syndicate bank account until either prize money due to you is more than £10, until you sell your share or until the syndicate comes to an end (in which case, we will remit any monies owed to you within a reasonable time).
- If you do not pay the Syndicate Fees at any time or for any reason, you will cease to partake in any of the benefits of the Syndicate except in the event the horse is sold before your share is sold or transferred to us, in which case see 29.2, 30 and 31 which will apply.
- Horses owned by Racing Club. All our syndicate racehorses will be owned by Racing Club. When you buy a share in a horse you are buying an interest in the horse as explained at 3 above, you are not buying a shareholding in the company Wendigo Limited.
- The horse is not insured. We do not insure Racing Club horses for injury or death. You may be able to insure your individual share(s) but we do not offer this service.
- Trainer. The horse’s trainer will be specified on our website when you buy your share. We reserve the right to move the horse to a different trainer and / or stables at any time if we consider it to be in the best interests of the horse and / or the syndicate. We will let you know if this happens.
- Horse management team. We will have absolute discretion over who to appoint as the horse management team. This includes the trainer, Syndicate Manager, any vets, farriers, transportation providers, etc.
- Race entries. We (working with the horse’s trainer and vets, if applicable) will decide which races to enter the horse in, and we will make any final decisions about whether the horse will run or not, on any particular day. Horse welfare is our top priority so if for any reason we consider the horse should not be entered in a particular race, or that an entry should be withdrawn, we will do so and no refund will be due to you in such circumstances. Similarly, if the horse does run and is not successful, no refund will be due to you.
- Colts and geldings. If the horse is a colt, we will have sole discretion to decide whether to geld him. We may consult with the horse’s trainer and vets on this, before making a final decision. We will let you know about this as part of the information you receive under 22.3.
- As a syndicate member, you will receive certain horse related benefits. These include:
- sharing in prize money as set out in these terms and conditions;
- sharing in sales proceeds if the horse is sold, as set out in these terms and conditions;
- updates about the horse;
- entry into ballots for tickets on the days the horse is racing. All syndicate members are entered into ballots for tickets. If you are successful, we will contact you and you can either accept or decline the tickets. If you decline the tickets, they will go back into the random ballot;
- the opportunity to visit the stables where the horse trains and see the horse on the gallops. This is subject to availability and more details will be provided about the particular stable visit, what’s included and how to book, when dates and details are arranged.
- Syndicate bank accounts. Each syndicate will have its own bank account registered with Weatherbys. Weatherbys requires us to provide a full list of syndicate members’ names for the bank account. We will therefore share this information with Weatherbys from time to time. Racing Club Co-Founder Gary Gillies and Racing Club Secretary Molly Smith are the signatories to the account.
- Financial surplus / deficit. We price the Syndicate Fees based on our estimate of what it will cost to keep the horse in the relevant Syndicate Term, and includes a profit margin that we put aside to enable us to run the Racing Club business. As explained in these terms and conditions (see 8), the Syndicate Fees are a fixed fee per year and if there is a deficit (i.e., if the horse costs more in the Syndicate Term than we estimated), you do not have to pay any extra and we will cover the additional costs. Similarly, if there is a surplus (i.e. the horse costs less in the Syndicate Term than we estimated), we do not refund that to you.
- Financial statement. We will provide a full financial statement for the syndicate at least once during the Syndicate Term (at the end of the season).
SELLING SHARES / ENDING THE SYNDICATE
- If you want to sell your share(s). If you decide you want to sell your share, you can let us know this at any time by contacting our Customer Service Team at: firstname.lastname@example.org. We will then use our reasonable efforts to sell your share for you, through our website. Members’ shares are sold on a first come, first served basis. For example, if member A tells us on Monday that they would like to sell their share, you tell us on Wednesday and member C tells us on Friday, we will sell the shares in that order so the first buyer would buy member A’s share, the second buyer would buy your share and the third buyer would buy member C’s share. We will have complete discretion to decide what price to sell your share at (this is likely to reflect the then market value of the horse’s shares at the relevant time (if applicable) and / or the proportionate value of the then current market value of the horse). If we sell your share, we will remit the amount the share is sold for, to you (note that this may be higher or lower than the amount you paid for the share, depending on its new market value).
- If we are unable to sell your share. If, within a reasonable time after you have told us you would like to sell your share, we have been unable to do so, we might decide (acting reasonably) that your share has no residual value. You hereby agree that, if that happens, we will assume the legal and beneficial ownership in that share from the day we let you know in writing (which may include email) that we have done this (i.e. we will own the share from that date).
- You cannot transfer your share(s) or any part of this agreement to anybody else, or allow a charge or any sort of security to be placed over your share(s). You can only sell or otherwise transfer ownership in your share in accordance with these terms and conditions.
- How and when the syndicate might come to an end. We may decide to bring the syndicate to an end for a number of reasons. The main reasons we might do this would be: (a) if there is not enough interest from members to renew membership; (b). if we reasonably consider it would be in the best interests of the syndicate to sell the horse to another racing home; (c). if we consider the horse should not continue with its racing career, and should instead be retired from racing, or (d) if the horse dies. We have set out details of what will happen in each case for (a). to (c)., at 29.1 to 29.2 below:
- Lack of interest to renew. In the event we consider in our absolute discretion that there is not enough interest to renew a syndicate for another Syndicate Term, we will contact you to let you know and we will refund any Syndicate Fees you have paid in advance. We will then decide in our absolute discretion whether to sell the horse to another racing home, or retire the horse. Your ownership of your share(s) will continue until the horse has either been sold or rehomed.
- Selling the horse to a new racing home. We may decide that it is in the best interests of the syndicate (and the horse) to sell the horse to a new racing home. If this happens, we will let you know that we are planning to sell the horse. We may choose to sell the horse privately or by entering it in selling or claiming races until it is sold. It will be up to us in our absolute discretion to decide on the sale price of the horse and how it is sold, but we may choose to appoint certain market experts to help us do this.
- Retiring the horse from racing. We may decide, on advice from our appointed trainers, vets or managers, that it is in the best interests of the horse (and / or the syndicate) to retire the horse from racing. We will let you know if we decide to do this. Horse welfare is our top priority and therefore, we will always do what we consider to be the best option for the horse. If we can find a suitable retirement home for the horse then we may sell or gift the horse into that retirement home. However, if we cannot find a suitable retirement home for the horse or we consider the horse is not suitable for rehoming, we may choose to gift the horse to a retirement and / or rehabilitation centre.
The syndicate will end when the horse is sold, gifted or dies. We will let you know when this has happened.
- Transfer of ownership in the horse. If at any point the horse is sold or gifted to a new home, full legal and beneficial ownership in all shares in that horse will automatically pass from all of the syndicate members for that horse, to the new owner. In other words, all of your ownership rights in the horse will automatically pass to the new owner when we sell or gift the horse to a new home. By agreeing to these terms and conditions, you irrevocably appoint us as your agent to transfer your legal and beneficial ownership in the horse to its new owner.
- Sale of the horse. If at any time for any reason, the horse is sold then each syndicate member will receive the proportion of the sale proceeds which relates to their shareholding in the horse and the syndicate will come to an end.
- If you no longer own the share. If at any point you no longer own a particular share in a horse (i.e. because it is sold (see 26), because we take on ownership of it (see 27) or because the syndicate comes to an end (see 29), our contract with you for that share will end.
- We pass on increases in VAT. If the rate of VAT changes between your order date and the date we supply the product, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.
- YOUR RIGHT TO CHANGE YOUR MIND
- You have a legal right to change your mind about your syndicate membership and receive a refund, where you bought your share online. This is subject to some conditions, as set out below.
- You have 14 days from the day we confirm we accepted your order, to change your mind and cancel the contract.
- To let us know you want to change your mind, contact our Customer Service Team: send us an email to email@example.com, or write to us at 14 London Street, Andover, Hampshire, United Kingdom, SP10 2PA.
- You have to pay for services you received before you change your mind. You must have specifically asked us to provide the service during the first 14 days for this to apply to you. If this applies to you and you cancel your contract, we will let you know.
- We will refund you as soon as possible and within 14 days of you telling us you’ve changed your mind. If you requested a hard copy welcome pack as part of your order and we have already created it for you when you exercise your right to change your mind, we will not refund the price of the welcome pack. Instead, we will deduct the price of the welcome pack from the refund provided to you. This is to cover our printing and courier costs for this additional, personalised service. We refund you by the method you used for payment. We don’t charge a fee for the refund.
- If you exercise your right to change your mind in a Syndicate Term where you are only required to pay the Syndicate Fees (because it is not your first year of syndicate membership relating to the particular share or shares in question) and cancel your contract, then we will refund you the Syndicate Fees you have paid for the upcoming Syndicate Term and you will be treated as though you have told us you do not want to renew your membership under 5.2 above.
OTHER IMPORTANT LEGAL TERMS
- We own all intellectual property rights. At all times before, during and / or after the term of the syndicate and our contract with you, we own and will own all intellectual property rights and any other proprietary rights in all materials relating to the syndicate and our business, including but not limited to our logo, our horses’ names, any of our racing colours, our company name and trading name, and any documents, videos or photographs we commission and / or produce.
- We don’t compensate you for all losses caused by us or our services. We’re responsible for losses you suffer caused by us breaking this contract unless the loss is:
- unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable);
- caused by events outside our control. Please see 38 below;
- avoidable. Something you could have avoided by taking reasonable action; or
- a business loss. It relates to your use of syndicate membership for the purposes of your trade, business, craft or profession. Please note that doing this would also be a breach of the terms of this contract (see 11 above).
- We use your personal data as set out in our Privacy Notice. How we use any personal data you give us is set out in our Privacy Notice: www.racingclub.com/privacy-policy/
- We’re not responsible for delays outside our control. It may happen that certain events outside our reasonable control mean we cannot provide our services to you in the way we would like to or you expect. For example, bad weather could cause events to be cancelled, as could the outbreak of certain equine diseases. Equally, any updates we provide to you might be delayed by something we did not expect to happen and had limited or no control over. If this sort of thing happens, we will contact you as soon as possible to let you know and (if applicable) do what we can to reduce the delay. As long as we do this, we won’t compensate you for the delay or cancelled event.
- Nobody else has any rights under this contract. This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.
- If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.
- Even if we delay in enforcing this contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you’re not allowed to, but that doesn’t mean we can’t do it later.
- You have several options for resolving disputes with us:
- Our complaints policy. We will do our best to resolve any problems you have with us or your syndicate membership, including if you have a complaint to raise about another syndicate member.
- Submitting a formal complaint. We hope you will not have cause for complaint whilst being a member of one of our syndicates but if you would like to raise a formal complaint, please contact the Syndicate Manager in the first instance, setting out your complaint in writing (this can be by email). If you would like to, you can request that the Syndicate Manager responds within 21 days.
- Our response. After receiving your written complaint, the Syndicate Manager will consider your complaint against the terms of this contract, the BHA Rules of Racing and the relevant facts. The Syndicate Manager will then respond to your complaint, with the aim of resolving it. If the Syndicate Manager needs any further information from you, they will let you know. If you have asked for a response within 21 days, the Syndicate Manager will use their reasonable efforts to comply with this request.
- Escalating your complaint. If you are not satisfied with the Syndicate Manager’s response to your complaint, you may request that your complaint is escalated to the Chairperson of the board of directors of Racing Club. You must make this request in writing to the Syndicate Manager setting out the reason(s) for your complaint to be escalated, as soon as possible after you have received the Syndicate Manager’s response under 42.1.2 above. The Chairperson will consider your original complaint, the Syndicate Manager’s response and the reason(s) you have requested your complaint be escalated. The Chairperson may liaise with the other board members if they consider it necessary to do so. The Chairperson will then respond to you with their findings and (if applicable) any further proposed solution with the aim of resolving your complaint.
- You can go to court. These terms and conditions are governed by English law and wherever you live you can bring claims against us in the English courts. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in.
- Our complaints policy. We will do our best to resolve any problems you have with us or your syndicate membership, including if you have a complaint to raise about another syndicate member.