THE MODEL
RACING SYNDICATE

TERMS & CONDITIONS

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We are The Model Racing Syndicate Limited, a company registered in England and Wales under company number: 15744300 and having its registered office address at Chancery Station House, 33 High Holborn, London, England, WC1V 6AX (Company). 

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These terms and conditions (Terms) sets out the agreement between the Company and you, the party accepting these Terms and paying the Share Costs to acquire a Share, or multiple Shares, in the Syndicate (Member), in respect of a share in the Syndicate.

 

These Terms apply to all Members and form the basis of the contract between the Company and the Member. Please read these Terms carefully before applying for membership with the Syndicate, as they set out important information about your rights and obligations.  

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By accepting these Terms, or otherwise becoming a Member in the Syndicate, you agree to be bound by these Terms, which form a binding contractual agreement between you, the Member, and the Company.  

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1) ELIGIBILITY 

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(a) By purchasing Shares in the Syndicate, the Member warrants and agrees that the Member is over the age of 18 and has legal capacity to enter into these Terms.  

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(b) Membership in the Syndicate shall be granted to a Member only: 

(i) Once the Member has paid the relevant Share Costs for their Share(s); and 

(ii) upon the issuance of a certificate by the Company confirming they hold Share(s) in the Syndicate.  

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2) THE SYNDICATE 

(a) Unless otherwise specified in these Terms, the management and operation of the Syndicate and all matters associated with it shall be as determined by the Syndicator whose decisions shall be final, binding on the Members and barred from any appeal or queries. For the avoidance of doubt, the Syndicator shall have sole discretion as to the Syndicate’s name, racing silks, Trainer and such other associated Syndicate details. The Syndicator may amend, in their sole discretion, such details if specified in the Key Syndicate Details, except for the following:  

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Investment Funding Target;  

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Maximum Number of Shares;  

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Share Cost;

 

Training Fees;  

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Purchase Price of Racehorse; and  

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Associated Purchase Cost.  

(b) The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (Consumer Laws) gives the Member the right to cancel a new contract they enter into with the Company within 14 days from the date the person became the Member of the Syndicate (Cooling Off Period). A Member can cancel their new Share purchase by notifying the Company in writing within the Cooling Off Period and returning their ownership certificate. The Company will then refund any Share Cost paid by the Member, to the same payment method used.   

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3. SYNDICATE PERIOD AND RENEWAL  

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(a) The Syndicate Period will commence at the times set out in the Syndicate Key Details.   

(b) Prior to the expiry of the Syndicate Period, the Company may in their sole discretion offer a renewal of the Syndicate (Renewed Syndicate) by written notice to Members (Renewal Notice), such notice to also set out any changes to the Syndicate Key Details subject to this clause 3.  

 

(c) If the Company offers a Renewed Syndicate in respect of the same Racehorse, the Members will have a first right to acquire Shares in the Renewed subject to the terms of this clause. 

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(d) Subject to receiving a Renewal Notice, Members may elect whether to purchase a Share in the Renewed Syndicate. The Member must notify the Company if they wish to purchase a Share in the Renewed Syndicate within 30 days of receiving the Renewal Notice.  

 

(e) The Company reserves the right to terminate or dissolve any Renewed Syndicate in the Company’s sole discretion. 

 

4 THE RACEHORSE  

4.1 RACEHORSE OWNERSHIP 

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(a) The Racehorse is owned by the Company.   

 

(b) The Company reserves the sole right to determine the value of the Racehorse at all times. 

 

(c) The name of the Racehorse may be changed in circumstances such as the chosen name is rejected after the application is submitted or any such circumstances beyond the control of the Company. 

 

4.2 RETIREMENT OF RACEHORSE 

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(a) The Company may sell, retire or rehome the Racehorse (Retire) in the Company’s sole discretion during the Syndicate Period.  

 

(b) If the Company Retires the Racehorse during the Syndicate Period, then the Company shall provide refund of all unused parts of the Share Cost paid by the Members plus any net price received by the Company (less any fees incurred by the Company in respect of the sale) for the sale of the Racehorse and any unpaid Prize Money, on a pro rata basis to each Member. The Member acknowledges and agrees that all of the Share Cost may have been expended prior to the Racehorse being Retired, and in such circumstances the Member will not receive any refund.  

 

4.3 PERFORMANCE 

 

(a) The Syndicator will notify Members of the Racehorse’s performance, including any anticipated races and if the Racehorse will not run in a race which it was expected to. In some circumstances, including but not limited to the Racehorse’s health, the Racehorse may not run a race, and the Company (including the Syndicator) will not be liable to any Members.  

 

(b) All decisions relating to entries and declarations of the Racehorse are made by the Trainer, meaning a Racehorse becoming a non-runner is beyond the control of the Company. Therefore, the Company does not accept any responsibility or liability in relation to Racehorse not running in a race. 

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4.4 BETTING 

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Members may place bets on the Racehorse in accordance with the Rules of Racing. Members must comply at all times with all applicable laws, including without limitation the Rules of Racing. 

 

5 INVESTMENT RISK 

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(a) Membership in the Syndicate is intended for entertainment purposes ONLY and should not be treated as an investment.  

 

(b) By becoming a Member of the Syndicate, the Member acknowledges and agrees that: 

 

(i) The performance of the Racehorse and the Syndicate, including any entitlement to Prize Money, is not guaranteed;  

 

(ii) The Racehorse’s performance and value may improve or decline during the Syndicate Period, due to variabilities and factors outside the Company’s control, including but not limited to the Racehorse’s health, the track conditions, other competitors and the market; and 

 

(iii) Historical performance, or value, of a Racehorse including past wins does not guarantee any future success or wins by the Racehorse.  

(c) By becoming a Member of the Syndicate, the Member agrees that the Share Cost and any other money paid by the Member in respect of the Racehorse or Syndicate is non-refundable other than as set out in these Terms, and the Member may lose all or part of the funds paid by the Member.  

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6 SYNDICATE SHARE 

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6.1 MEMBERS SHARES

 

(a) The Shares issued to the Members cannot be split or sub-divided. 

 

(b) The rights and liabilities of the Member will pass to their authorised representative in the event of the death of such Member. 

 

(c) The Share once issued to the Members, cannot be transmitted, gifted, transferred, offered for sale (whether at discount or not) or disposed of except as expressly stated herein in the Terms. It is prohibited to charge an offer or grant as security or lien of Shares to any third party. The Shares will only belong to the respective Members and not subject to any third-party rights or interests. 

 

(d) The Members shall use their respective Shares only for their personal entertainment purposes and not for commercial or business purposes or to make any profit out of the Shares. 

 

(e) The Membership or the Shares issued to the Members do not give or acquire a share in the Company or any other Syndicate (except for the Syndicate for which it was issued). The legal and beneficial ownership of the Syndicate, the assets owned by the Company including but not limited to the Racehorse and the business operated by the Company shall at all times be with the Company. 

 

6.2 NUMBER OF SHARES ISSUED 

 

(a) It is the sole decision of the Company to decide how many Shares to be allotted per Racehorse and it will be more particularly described in the Syndicate Key Details. 

 

(b) The Company shall not issue more than the Maximum Number of Shares in the Syndicate as specified in the Key Syndicate Details, in respect of the Syndicate.  

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(c) The Company may offer Shares in the Syndicate to the public at such prices as the Company determines, including but not limited to offering higher or lower Share Costs. This may happen in the event where all the Shares of the Syndicate are not sold but the Company

still intends to go ahead with the Syndicate.  

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7 PRIZE MONEY 

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(a) Any prize money awarded to the Racehorse, or won or received by the Company in respect of the Racehorse or Syndicate (Prize Money) during the Syndicate Period (provided such Prize Money has been received by the Company) shall be applied as follows: 

 

(i) First, to any Unexpected Costs; and  

 

(ii) Any remaining Prize Money shall be distributed equally between the Members, on a pro-rata basis based on the number of Shares held by each Member. 

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(b) Prize Money will be distributed in accordance with clause 7(a) within 30 days from the expiry of the Syndicate Period. 

 

(c) The Members entitlement to receive a share in the Prize Money shall cease upon the expiry of the Syndicate Period.  

 

(d) Prize Money shall be paid to the Members nominated bank accounts. 

 

(e) If the Racehorse wins a trophy, the Company may in their sole discretion either keep the trophy or award it to a Member as part of a draw.  

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8 INVESTMENT FUNDING TARGET 

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If the Company is unable to sell a minimum number of Shares to reach the Investment Funding Target as specified in the Syndicate Key Details by 11th October, the Company may terminate the Syndicate (including terminating this agreement) by notifying all the Members in writing within 10 (ten) days of the above Investment Deadline, in which case the Syndicate shall be wound up and all monies paid by the Members shall be refunded to them in full without interest within 14 days.  

 

9 TRAINERS/JOCKEYS 

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The Members agree: 

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(a) The Company appoints the Syndicator to manage the operation of the Syndicate and the Syndicator shall have sole discretion as to the Trainer and jockey of the Racehorse, and may change the Trainer and or jockey at any point, in the Syndicator’s sole discretion; 

 

(b) Subject to the terms of engagement between the Company and the Trainer (Training Agreement) which shall not conflict with these Terms, the Trainer shall train the Racehorse during the Syndicate Period and shall be responsible for all decisions relating to training and racing of the Racehorse;  

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(c) In the event that the Trainer’s engagement to train the Racehorse is terminated, the Syndicator will appoint a replacement Trainer;  

 

(d) The Syndicator reserves the right to override the Trainer’s decisions; and 

 

(e) If applicable, and subject to the advice of the Trainer, a colt may be gelded in the Syndicator’s sole discretion.  

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10 COSTS 

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(a) The Share Cost paid by the Member shall cover all Associated Purchase Costs, Insurance Costs, Racing Costs, Syndicate Management Cost and Purchase Price of the Racehorse as set out in the Key Syndicate Details, together with all ancillary costs including the entry/declaration fees, veterinary fees and other costs related to the racing of the Racehorse during the Syndicate Period.  

 

(b) The Share Cost does not cover any Unforeseen Costs. In the event that Unforeseen Costs arise, the Company shall deduct the Unforeseen Costs (at cost price) from the total net prize money won by the Racehorse and not yet distributed to the Members during the Syndicate Period.  

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11 PAYMENT TERMS 

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(a) Unless otherwise agreed in writing and subject to this clause 11, payment of the Share Cost is required upfront.  

 

(b) The Company may, in their sole discretion, permit a Member to pay the Share Costs in instalments (Instalment Plan). If the Company consents to an Instalment Plan, then the Member must pay the Share Costs in the instalments, and at the times, set out in the Instalment Plan.  

 

(c) The Member’s entitlement to any Prize Money is subject to the Member paying the Share Cost in accordance with these Terms. If the Member fails to pay the Share Cost as and when it is due, including any late payments in respect of an Instalment Plan, then the Member acknowledges and agrees that: 

 

(d) The Member will not be entitled to any Prize Money until the Share Cost is paid in full; and 

 

(e) Company reserves the right to withhold any Prize Money until the Share Cost, and any other moneys owed by the Member to the Company which are outstanding, are paid in full.  

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(f) The Share Cost must be paid to the Company via Direct Debit/Bank Transfer to the Syndicate Bank Account as specified in the Key Syndicate Details.  

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(d) Subject to clause 11(b), if a Member fails to pay the Share Costs in full within 10 days of applying for Membership in the Syndicate, in cleared funds to the Syndicate Bank Account, then the Company reserves the right to immediately terminate these Terms with the Member. Any amounts received by the Company from the Member in respect of the Syndicate shall be refunded to the Member.  

 

12 TRACK & STABLE VISITS 

 

(a) The Company or the Syndicator may, in their sole discretion, offer visits for the Members to visit the Racehorse and/or the Trainer’s yard during the Syndicate Term (Stable Visits). The Company reserves the right to impose limits on the number of Members permitted at the Stable Visits. 

 

(b) When the Racehorse is racing, the Company may offer in their sole discretion, for Members to enter the racecourse paddock (Track Visits). There may be a limit on the number of Members permitted at the Track Visits. Determination of the Track Visits shall be in the Company’s sole discretion. If a Member attends a Track Visit they acknowledge and agree that: 

 

(i) The Member is not permitted into the pre-parade ring;  

 

(ii) The Member is solely responsible for all costs incurred in entering the track or racecourse, including travel and accommodation costs if applicable; and  

 

(iii) The Member must dress according to the dress code of the racecourse or as reasonably required by the Company.  

 

(c) The Member acknowledges and agrees that the Company may record photos and/or videos during the Stable Visits and Track Visits, including images of Members. The Member hereby consents to the Company’s use of such photos or videos by the Company on its website or in other media for the purpose of promotion of the Company, Syndicate and/or the Racehorse. If a Member wishes a photo or video of the Member not to be used must notify the Company in writing.    

 

13 INTELLECTUAL PROPERTY & DATA PROTECTION REGULATIONS 

 

(a) The Intellectual Property is the sole property of the Company and not of the Members of the Syndicate.  All Intellectual Property, including, without limitation, all intellectual property rights relating to the image and name of any Racehorse, the Syndicate’s name, logo and the racing colours are and shall remain legally and beneficially vested with the Company alone. 

 

(b) The Member’s information and data is confidential in nature. The Company will comply at all times with the UK GDPR Data Protection Act 2018. All the Member’s data and information is protected by, and subject to the UK GDPR Data Protection Act 2018 and the Company’s privacy policy found here. 

 

14 LIABILITY 

 

(a) Nothing in these Terms shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence. 

 

(b) To the maximum extent permitted by applicable law, the Company limits all liability of the Company, the Syndicate and the Syndicator (including but not limited to any employee, agent, contractor or officer of the Company) to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Syndicate, the Racehorse, these Terms to the value of the Share Cost. If no Share Cost has been paid, liability is excluded to the maximum extent permitted by applicable law. 

 

(c) All express or implied representations and warranties in relation to the Company, Syndicate, Racehorse and these Terms or any other goods or services provided by the Company are, to the maximum extent permitted by applicable law, excluded. 

 

(d) (Indemnity) The Member indemnifies the Company, the Company’s  employees and agents, and the Syndicator in respect of all liability for loss, damage or injury which is or may be suffered by any person arising from the Member or the Member’s representatives’: 

breach of any of these Terms; 

Membership in the Syndicate; or 

use of any other goods or services provided by us. 

 

(e) (Consequential loss) To the maximum extent permitted by law, under no circumstances will the Company be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Syndicate or these Terms or any other goods or services provided by the Company (except to the extent this liability cannot be excluded under applicable law).  

 

(f) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these Terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect. 

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15 FORCE MAJEURE 

 

(a) The Company will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.  

 

(b) If a Force Majeure Event occurs, the Company must use reasonable endeavours to notify the Member of: 

 

(i) reasonable details of the Force Majeure Event; and 

 

(ii) so far as is known, the probable extent to which the Company will be unable to perform or be delayed in performing its obligations under this agreement. 

 

(c) Subject to compliance with clause 16(b), the Company’s relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event. 

 

(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any: 

 

(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire; 

 

(ii) strikes or other industrial action outside of the control of the Company;  

 

(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or 

 

(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Company, to the extent it affects the Company’s ability to perform our obligations. 

 

16 GENERAL  

 

(a) Any notice under these Terms shall be in writing and shall be delivered by email, SMS or any e-communication apps, or sent by pre-paid first-class post to such address notified to the other party. A correctly addressed notice sent by pre-paid first-class post shall be deemed to have been received at the time at which it would have been delivered in the normal course of the post. A notice sent by email, SMS or e-communication apps to the correct email address last notified by the intended recipient shall be deemed received at the time of sending such communication.  

 

(b) The 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) these Terms or any confidential information concerning the affairs of the Syndicate.   

(c) These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 

 

(d) A Member cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the Company.  

 

(e) If any provision (or part of a provision) of these Terms are found by any court 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.  

 

(f) The Company reserves the sole right to amend or vary these Terms at any time and will notify the Members upon any such amends to these Terms. 

 

(g) Rights and remedies arising hereunder are cumulative and do not exclude rights and remedies provided by law. No party to these  Terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver. 

 

(h) These Terms constitutes the whole agreement between the Company and the Members and supersedes any previous arrangement, understanding or agreement between them relating to the Syndicate. 

 

(i) These Terms shall be governed by laws of England & Wales and the parties irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle  

 

17 DEFINITIONS 

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In these Terms, words and phrases are defined both within the Terms and the Key Syndicate Details, and as set out below: 

  

Associated Purchase Cost : means any costs associated with the purchase of the Racehorse, as more particularly mentioned in Syndicate Key Details. 

 

End Date : means the last day of the Syndicate Period, being the date identified as such in the Syndicate Key Details unless either (i) the Members unanimously agree to extend the End Date in accordance with these Terms, or (ii) the last remaining Racehorse in the Syndicate is sold or dies, in which case that date of sale or death shall be deemed the End Date. 

 

Investment Target : means the investment target to be achieved by the Syndicate by selling a particular number of Shares and as more particularly mentioned in Syndicate Key Details. 

 

Insurance Cost : means any costs incurred by the Syndicator on behalf of the Syndicate to procure the insurance as detailed in the Syndicate Key Details. 

 

Intellectual Property : means any and all present and future intellectual and property rights throughout the world (whether registered or unregistered), including copyright, trademarks, designs, patents, moral rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of these Terms. 

 

Management Fee  : means the fee charged by the Syndicator for managing the Syndicate and as mentioned in the Syndicate Key Details. 

 

Member(s) : means all such persons in each Syndicate who own or will own Shares in the Racehorse. 

 

Prize Money : Has the meaning given in clause 7(a).  

 

Purchase Price : means the purchase price of the Racehorse excluding Associated Purchase Costs, and as more particularly mentioned in the Syndicate Key Details. 

 

Racehorse / Horse : means racehorse acquired and trained (or will be acquired and trained) by the Company to form a Syndicate and as per Syndicate Key Details. 

 

Racing Costs :Trainer Fee, entry/declaration fees, veterinary fees and all other racing/Racehorse costs. 

 

Rules of Racing : means the British Horseracing Authority Rules of Racing issued by the British Horseracing Authority, and as may be amended from time to time. 

 

Share : means the number of shares equally divided in the Racehorse as determined by the Syndicator at its absolute discretion, and such each share represents ownership in the Syndicate. 

 

Share Costs : means any costs that will be payable by the Member to become Syndicate Member in relation to each Share held by the Member in the Syndicate and its Racehorse, subject to these Terms. 

 

Syndicate : means the horse racing syndicate as formed and as mentioned in the Syndicate Key Details. 

 

Syndicate Bank Details : means the bank account of the Syndicate as more particularly mentioned in the Syndicate Key Details. 

 

Syndicate Key Details : means the Syndicate’s Key Details as more particularly mentioned for each Syndicate or as communicated to the Member or displayed on the Company’s website. 

 

Syndicate Period : means the period of usually 1 year and as more particularly mentioned in the Syndicate Key Details. 

 

Syndicator : means the person who will be the manager of the Syndicate and manage the Racehorse and associated functions. 

 

Terms  : means this Syndicate Terms and Conditions along with Syndicate Key Details and any such other agreement between the Syndicate and the Member. 

 

Trainer : means the Racehorse trainer as more particularly mentioned in the Syndicate Key Details. 

 

Training Agreement : means the written agreement between the Syndicator (on behalf of the Syndicate) and the Trainer to train the Racehorse. 

 

Training Fees : means any and all fees charged by the Trainer under the Training Agreement to train the Racehorse. 

 

Unforeseen Costs : means any costs that would require a Member to pay as an additional fee above the Share Cost for expenses such as racing outside Great Britain or requires invasive surgery, racehorse transport, race entry fees/supplements, trainer/jockey/groom/company representative expenses and the equivalent Group/Listed/Graded race entry fees in Great Britain and costs of such surgery, veterinary charges, training abroad, etc.