The following words shall have the meanings set out below:
The business of forming, marketing and managing racehorse syndicates as carried on by the company under the trading name Orbital Racing Group
Orbital Racing Group Limited (Company no. 13546474)
“General Terms and Conditions”
The terms and conditions set out in this document which govern all Public syndicates and some Private Syndicates
“Horse or Racehorse”
Any horse acquired by the company for the purpose of forming a syndicate
All intellectual property rights now or subsequently owned by or licensed to the company (including without limitation) domain names, patents, trademarks 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.
All such persons in one syndicate who own shares in the same horse for whom that syndicate was formed. The term “Member” shall relate to one person in such syndicate.
“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 carries out the business of forming, marketing and managing racehorse syndicates under the trading name Orbital Racing Group
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 purchase a share, compliant to the Terms and Conditions. The issuing of a confirmation email with a share certificate, shall be confirmation of the company’s acceptance of the consumer’s offer to purchase
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.
The choice of racing silks and syndicate name will be the company’s decision alone, unless agreed otherwise.
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).
A share buys you into the life of a racehorse for a fixed period of time. Whilst it is our aim for the horses to increase in value and have a successful racing career, many do not and you should therefore not treat your share as an investment opportunity. It should be treated as entertainment.
It should be accepted that some racehorses are living creatures and therefore things out of our control can happen which mean the horse does not win races or does not reach the racecourse.
A Share cannot be sub-divided
A Share cannot be purchased by a person under the age of 18
The company determines how many Shares are to be offered in a horse or horses
When the company accepts an applicant’s offer to purchase a Share, it shall grant the ownership of that Share to the applicant, subject to the Terms and Conditions.
Shares can not be transferred to other parties
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 times remain vested with the company absolutely
A Member must only use their share for personal enjoyment and not for any commercial purpose unless agreed otherwise
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 these Terms and Conditions. All rights shall belong to the nominated recipient of the gift. This means that payment from the company, including, for example, share of prize money will become due to the recipient, even though the recipient did not make the purchase.
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 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.
The company may decide to re-advertise the syndicate, and or to change the structure/financing of the proposed syndicate at any time.
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.
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 Racehorse, including but not limited to; illness and/or poor performance on the racecourse. The value may increase if the Racehorse performs well on the racecourse or other horses related in the family perform well). (Note: that any changes to the value of the Racehorse 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 Orbital Racing Group)).
The Company has the right to issue larger shares into syndicates to make sure they are fully filled.
The Price payable by the Member for the share covers all costs associated with racing and training the racehorse in that Syndicate, for the Syndicate period.
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
Consumer legislation gives the Member the right to cancel a contract with the company within 14 days of the date it is signed. A Member may cancel a share purchase by giving notice to the company and returning the share within 14 days of the purchase and the company will refund the payment in full. After such time, the share purchase cannot be cancelled by the Member.
The company alone shall determine whether or not to sell, retire or continue training each and every horse at the end of the syndicate terms, in its sole discretion.
Term 20. If the Company choose to continue training the horse and where management decides that the quantity of owners wishing to renew into the next syndicate period has reached a sufficient quantity to warrant continuation, the syndicate may be restructured to cater for a significantly reduced quantity of owners. For example, in a 2,000 share syndicate, if 750 shares are renewed, we then estimate how many of the other 1,250 relinquished shares we think we can re-sell, for example, we may estimate 250 shares. The Company then ‘stands’ (takes on) the 250 shares. The syndicate would then become half the size (in this example). We will purchase the relinquished shares of those owners who choose not to continue, at whatever the percentage reduction of the extended syndicate period size should be. For example, if the new syndicate size is 50% less than the previous, our payment for the capital value of each relinquished share shall be reduced pro-rata, in accordance with the quantity of shares not renewed. So, for example, if the capital value of the horse is currently set at £10,000 and there are 2,000 shares, instead of each relinquished share being offered for sale at £5, because there are only 250 for sale at £5 each (total £1,250), the capital value payment is reduced pro-rata. £1,250 divided by 1,250 shares = £1.00 each relinquished share. In the above scenario, a syndicate structure change may include a reduction of the syndicate period but at the same time, because the number of shares have been reduced, the renewed share percentage will increase at no extra cost to the owner. Using the example above, a syndicate that was previously 2,000 shares and then reduced to 1,000 shares, the percentage of the renewed share would double.
The Quantity of shares being sold in the new syndicate will be the same as the previous one, except for occasions when an insufficient number of shares are renewed, and a new structure is then formed for the new syndicate
Members who opt to retain their ownership interest in the horse will often pay a lower price than the original cost, per share (because the ownership capital element has already been paid)
Members who have not renewed their share(s) before the end of the syndicate period will not receive any share of prize money won by the horse in races after that date and will not have any liability for, or involvement in, the relevant share(s) in the new syndicate period. The company will endeavour to sell any relinquished share(s) on their behalf and where successful, will credit the owner’s account with a sum representing the relevant pro rata sum of the achieved whole capital value of the horse, save for the scenario specified In term 20
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. For example; when a horse is being rested for whatever reason
Where a share of prize money is due to the Member, this sum will be specified in the Member’s account and can be claimed in the normal way at any time or used in whole or part towards the purchase of extended syndicate share(s) or, new syndicate(s).
Existing members of the syndicate will be given the opportunity to purchase relinquished shares, subject to availability
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.
Where a horse is sold or re-homed after the start of the new syndicate period, Members will receive a pro rata refund of the management and racing costs for the remainder of the syndicate period. The refund period will be calculated from the date the horse moves to its new home.
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.
The decision whether or not to recommend that a horse is sent to the sales (or to offer for sale privately) shall be the Company’s alone. Decisions to retire a horse shall remain with the company alone and not open to voting.
The company reserves the right to offer the horse for sale at public auction for any reason whatsoever and at any time
Where a horse is offered for sale by auction, on behalf of the existing Members and then bought-in by the company on behalf of the Members, the new value of the horse will be the total sum incurred in purchasing the horse (e.g. price paid for the horse itself, auction house commission and incidentals plus transport costs).
For the avoidance of doubt, where any one or more Shares are offered for sale and have not been purchased upon the expiry of such period of time specified by the company, the company reserves the right to do any of the following at its discretion:
(a) where the company offered the Share on its own behalf (for example because it has purchased the Share or the horse) it may retain that Share and or sell it at a future date;
(b) where a Member offers a Share to the company, the company may choose to purchase it in accordance with the Terms and Conditions and the company may then retain it and/or re-sell it at a future date.
When a horse is sold, unless stated otherwise, the company will charge and deduct a commission of 10% + VAT of the sale price. The remaining balance will then be distributed equally amongst the owners proportionate to the number of shares held. This sum will be distributed (after deductions) among the Members who owned valid share(s) in the horse.(Note: Deductions from the sales sum includes auction costs and transport. Plus training fees accrued outside of the syndicate period).
Where a private offer is made to purchase a horse during a syndicate period and management consider the offer to be sensible, Orbital Racing Group will consult members for their opinions, but the final decision will be that of Orbital Racing Group. OR where the company recommends that a horse is offered for sale (at a sum specified by the company) privately or by public auction, members will again be consulted but the final decision will lay with Orbital Racing Group. The company will deduct a commission of 10% + VAT of the sale price. The remaining balance will then be distributed equally amongst the owners proportionate to the number of shares held, together with a pro rata refund of the management and racing costs for the remainder of the syndicate period.
Where the company’s fees for the Syndicate period relating to Syndicate management, training and racing amount to a sum greater than the total value of the Syndicate shares, members will not be asked for additional payments. The price paid by the Member for the share covers all costs associated with racing and training the racehorse during the Syndicate period, with the exception of any costs involved in racing outside Great Britain or costs of any invasive surgery required on the horse. In these circumstances, where a horse is entered into a race 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, will be deducted at cost price from the total net prize money won by the horse and not yet distributed to the Syndicate members. If 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 no further payment will be required from any Member, in any event.
All racing costs, which include training fees, entry/declaration fees, veterinary fees and all other racing/horse costs will be paid out of the price paid for the shares.
The price of each horse share sold by Orbital Racing Group, includes the following relevant to your share.
- Capital Purchase price of the horse. This is the sum Orbital Racing Group originally paid for the acquisition of the horse, including any commission and initial vetting/transport. (Where capital 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)
- Racing Costs. This includes training fees, entry/declaration fees, veterinary fees and all other racing/horse costs.
- Management and service provision fees. This figure includes the managing, servicing and marketing of the syndicate.
- Orbital Racing Group rehoming scheme
- All sums stated above are subject to VAT at 20%
VAT represents a significant amount of the cost of each share and this sum MAY be refundable
For members looking to renew only items 3-4 will apply
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 Orbital Racing Group 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 Orbital Racing Group to determine the ‘owners badge’ allocation. This applies to the one race on the card for which the relevant part-owned horse is running. Members may not enter the pre-parade ring, even if they are in possession of an ‘owners badge’. Entry costs to the racecourse are normally the responsibility of the Member.
Any Owner who is granted a racecourse ‘Owners badge’ agrees to abide by the racecourse dress code.
Stable visits to the relevant trainers yard are organised from time to time and will be sent out via email. Yard visits will often be oversubscribed. In the event they are often subscribed, members will be selected via ballot. Ballots for both badges and stable visits will hold no priority for early applications.
Orbital Racing Group will 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 Orbital Racing Group in the public domain with no payment made to any participant.
Where a declared horse becomes a non-runner in a race, Orbital Racing Group 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 Orbital Racing Group. Therefore, Orbital Racing Group 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).
All Intellectual Property, including, without limitation, all intellectual property rights relating to the image and name of any horse, Orbital Racing Group name, logo and the racing colours are and shall remain legally and beneficially vested with the company alone.
The name of the Racehorse is subject to change, usually in situation beyond the control of Orbital Racing Group (for example, if the chosen name is rejected after the application is submitted)
Under the Rules of Racing, a person holding an ownership share in a racehorse is permitted to place bets on that horse, in the same way that any other punter does. This is known as ‘backing the horse’. However, it is against the Rules to act in a ‘bookmaker’ capacity for that horse, for example, on a betting exchange, this is known as ‘laying the horse’
Race Prize Money / Trophies
Race prize money is distributed amongst the Members of the syndicate concerned at the end of each syndicate term.
If the horse is to win Prize Money nearing the date of the Syndicate term and it has yet to be paid to Orbital Racing Group, we have a right to delay the payment to Members where appropriate. This is often due to Prize Money sometimes not being paid out straight away to Orbital Racing Group.
Where a perpetual trophy is won by a winning horse, it shall be awarded to one Member by means of draw conducted by the company, regardless of whether or not that person was presented with it at the racecourse (Note: some perpetual trophies are charged for by the racecourse. It shall then be decided by Orbital Racing Group whether we pay for the trophy or not).
An annual trophy may be awarded by draw, depending on the value and whether or not the recipient is prepared to insure it for the period.
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.
Where a Racehorse fails to reach a reasonable racing standard and the company recommends entry into a selling race or claiming race and the horse is sold, Members will receive the sale value plus a refund of all costs from that point to the syndicate term end date
Where a horse does not live up to expectations on the racecourse, or fails to make it to the racecourse, the Members shall be entitled to a refund of what would have been potential costs from that point to the syndicate term end date. They won’t be entitled to a refund on the Capital Purchase Price of the horse, Vetting costs or any costs already incurred.
If the company decided to retire a horse (normally with little or no residual value) to a rehabilitation centre (or anywhere), 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. 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 new owner. In this event, members will receive a pro rate refund of costs 3, 4 and 5 outlined above.
Unless specifically stated in the offer, the company offers no guarantee that a yearling will be registered under the Plus 10 scheme
The Trainer and Jockeys
Choice of trainer and jockey shall be the Company’s alone. The company may decide to change trainer and or jockey for any reason whatsoever
Although the Company will in the main not interfere with any decisions made by the trainer, the Company reserves the right to override any decision made by the trainer
If ay 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
The company reserves the right at its discretion to amend or vary the Terms and Conditions from time to time and will supply the syndicate Members with copies of the latest revised version which shall apply with effect from the date stated in that latest version. Terms of Private Syndicate purchases will often have their own Terms and Conditions and the version you sign when purchasing your private Share are the terms you agree to and not those stated on this page.
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
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
If any provisions of the general terms 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 Orbital Racing Group.
All text created by Orbital Racing Group (including, but not limited to, all horse reports and these terms and conditions), as well as 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 Orbital Racing Group 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 – whilst Orbital Racing Group provides a large number of services online, 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 racecourse, stables etc. may be be subject to postponement or cancellation.