TERMS & CONDITIONS

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 Glistian Racing.

"company"

Glistian Limited (Company number 14677696)

"general terms and conditions"

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

"horse" or "racehorse"

any horse acquired by the company for the purpose of forming a syndicate.

"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 in one syndicate or Racing Club who own shares in the same horse/s for whom that syndicate was formed. The term "Member" shall relate to one person in such a syndicate or Racing Club.

"Racing Club"

means a syndicate involving more than one horse, that also includes value added services and creates an element of exclusivity for being part of such club.

"Share"

means an equal division of the ownership of a horse 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

2. The company carries on the business of forming, marketing and managing racehorse and breeding syndicates under the trading name Glistian Racing.

CONTRACT

3. The Terms and Conditions herein form the basis of the contract between the company and the Member. An application by a person (consumer) to join a syndicate shall be deemed to be an offer to purchase a share, pursuant to the Terms and Conditions. The issuing of a share certificate with its unique share number, shall be confirmation of the company's acceptance of the consumer's offer to purchase.

THE SYNDICATE

4. 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 to become a Member.(Note: The company will, from time to time, seek advice and guidance from such persons as trainers/vets/stud managers to help reach decisions).
5. The choice of racing silks & syndicate name will be the company's decision alone.
6. 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

7. 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. 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. The fact that in the past, the majority of Glistian Racing horses have a good record of making it to the races and becoming a winner, does not offer a guarantee of the future success of any horse.
8. A Share cannot be sub-divided.
9. A Share cannot be purchased by a person under the age of 18.
10. The company alone determines how many Shares are to be offered in a horse or horses or racing club.
11. When the company accepts an applicant's offer to purchase a Share, it shall grant the ownership of that Share to that applicant, subject to the Terms and Conditions.
12. 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.
13. 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.
14. 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.
15. 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 the Glistian Racing terms and conditions. All ownership rights shall belong to the nominated recipient of the gift. This means that payments from Glistian Racing, including, for example; share of prize money and VAT refunds (where applicable) 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.
16. The offer for new owners to join a syndicate, is not dependent on the company finding a suitable number of people to join. The syndicate period begins immediately, regardless of how many people decide to join.
17. 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 i: 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 Glistian Racing)).(Note ii: there is a very small chance that an Glistian Racing horse may be good enough to be retired to stud with a high value attached and where so, the current terms and conditions contained herein will still apply and if enough shareholders wanted to continue, then we would exercise our best endeavours to continue the syndicate. However, whilst there is a possibility of this happening, very few horses become commercial stallions or top class broodmare prospects. The horse would normally have to be a Group 1 winner at least and be considered a commercial prospect, with pedigree as well as favoured distance and ground, hugely important).
18. 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.
19. 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.
20. Consumer Legislation gives the Member the right to cancel a new contract they enter into with Glistian Racing 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 Glistian Racing will refund their payment in full.
21. 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.
22. 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, rather than sell the horse and disappoint those who chose to renew. 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.
23. The quantity of shares being sold in the new syndicate will be the same as the previous one, save for occasions when an insufficient number of shares are renewed and a new structure is then formed for the new syndicate.
24. 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).
25. 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.
26. 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 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 at term xxii.
27. 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.
28. Where a share of prize money is due to the Member, this sum will be specified in the Member's general 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).
29. Existing members of the syndicate will be given the opportunity to purchase relinquished shares, subject to availability.
30. 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. Normally, where a recommendation to retain a horse for a further syndicate period has already been made by the company, it follows that unless the company deemed that there was an unacceptably large number of unsold relinquished shares, the renewed syndicate period will continue as normal and the horse will not have to be offered for sale.
31. 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.
32. 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.
33. 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 and then subject to a vote amongst the relevant shareholders. (see term xl). Note: decisions to retire a horse shall remain with the company alone and not open to voting.
34. 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.
35. A Member can request the company to pay the whole or part of any eligible credit held in the Member's account at any time. Such payment shall be made by cheque and subject to the deduction of a £1 fee (inc. VAT) to cover the cost of administration, postage and bank charges. Note that some credits ('Future purchase credits') cannot be withdrawn (they can only be spent on a future share purchase). 'Future purchase credits' will be specifically stated on a Member's account statement. 'Future purchase credits' will be removed after 18 months of a Member not owning a current share with the company.
36. The company reserves the right to offer the horse for sale at public auction for any reason whatsoever and at any time; and the company is deemed irrevocably appointed as the Member's agent to carry out the above.
37. 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).
38. 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.
39. When a horse is sold, 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/keep fees accrued outside of the syndicate period).
40. Where a private offer is made to purchase a horse during a syndicate period and management consider the offer to be sensible, owners will be asked to vote on whether or not to accept the offer and sell the horse. OR where the company recommends that a horse is offered for sale (at a sum specified by the company) privately or by public auction, a vote amongst the relevant shareholders shall be called for. Where 51% or greater of votes received by the specified deadline are in favour of selling, the company will proceed and if a sale is made, 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. Note: Each share held by an owner in the relevant horse counts as 1 vote. Therefore, as an example, 5 shares owned would count as 5 votes. Whilst many syndicate shares are sold, the company may be standing shares for whatever reason and where so, each unsold share held, shall in all circumstances entitle the company to one vote per unsold share held. Where a tie occurs and a casting vote is required, this shall be decided by the company. (Note: votes will be conducted by post and online, save where a quick decision is needed, then this will be online only).

THE COSTS

41. 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/Glistian Racing representative expenses) and Group/Listed/Graded/Premier Handicap 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/Premier Handicap races are not covered by overall prize money won by the relevant horse in the syndicate period, the loss will be absorbed by Glistian Racing and therefore no further payment will be required from any Member, in any event.
42. The price of each horse share sold by Glistian Racing, includes an equal division of the following:
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    1. Capital purchase price of the horse. This is the sum Glistian Racing originally paid for the acquisition of the horse, including any commission. (Note: Where the 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.)
    2. 'Vetting cost' relates to a veterinary examination of the horse prior to purchase. 'Transport cost' relates to the cost of transporting the horse from its location at the point of sale. It may sometimes be necessary to use estimated sums for the transport/vetting costs. If an estimated sum is used and the actual cost billed to the company is higher, the company absorbs that higher cost and where less, no refund is given.
    3. 5% capital risk.Note: When Glistian Racing purchases a horse, a considerable financial risk is taken by the company. If the horse should no longer be in a fit enough state to remain in racing, Glistian Racing stops selling shares before they have all been sold (meaning that the liability for the remaining unsold shares continues to be that of the company). The capital risk is currently set at 5% of the capital purchase price paid for the horse (point 1 above) and is non-refundable if this particular share sale does not result in a loss for Glistian Racing.
    4. 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 between £25,000 and £45,000 per syndicate, per annum, based on the expected costs.Note: Where Glistian Racing 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.
    5. Management and service provision fee. This figure is included in the upfront purchase cost of the share.
    6. Mortality insurance. The insured sum varies per horse, usually related to the valuation at the commencement of the syndicate period OR the valuation on the date that the renewal payment period opens (whichever is the earlier). This sum can be approximately £2,000-£10,000 per syndicate, per annum.(Note: in the event of the horse acquiring a much higher capital value overnight, for whatever reason, the mortality insurance will not be increased until the next new syndicate period, save where the renewal payment period has already commenced).
    7. Value Added Tax (VAT). Items 1 to 7 above are subject to VAT and this is currently set by the Government at a rate of 20%.(Note: VAT represents a significant amount of the cost of each share and this sum MAY be refundable (see term liii)). (Note: Any Member renewing a share is only paying for items 4 - 8 in any subsequent terms, as the capital purchase price is only paid in the Syndicate Member's initial term.)
44. The all-inclusive cost includes mortality insurance cover for the horse during the syndicate period. The insured sum shall normally amount to the valuation at the commencement of the syndicate period OR the valuation on the date that the renewal payment period opens (whichever is the earlier). The sum insured shall not be adjusted upwards during a syndicate period regardless of whether or not the value of the horse is deemed to have increased. However, in some cases, 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 and any rebate of the premium obtained from the insurance company will be credited to the owner's account. (Note: In the event of a horse value significantly increasing, owners may choose to make their own insurance cover arrangements to cover the increased value difference, if they wish).
45. All Members of racehorse syndicates have the opportunity to apply to have the VAT element of their share payments to Glistian Racing refunded. Owners are NOT obliged to participate in the VAT refund application. If a Member wishes to be part of the VAT refund application, they must submit their National Insurance number to Glistian Racing within 14 days of purchasing a share, unless they have already done so. A National Insurance number can be submitted by using the secure Glistian Racing website or by completing the form included with the welcome pack. By submitting a National Insurance number, a Member agrees that their data will be shared with HMRC. Whilst Glistian Racing will go through the procedure of requesting a refund on behalf of all participating Members, Glistian Racing cannot guarantee that HMRC will actually provide a refund. If a refund is successfully received, the refund will be added to a Member's Glistian Racing account after the current syndicate period ends.Note: the VAT refund scheme does not include syndicate periods where the horse is part of a breeding programme (ie: a broodmare, foal, yearling, or horse prior to starting training), even if being transferred from or into a current racing syndicate period.

MISCELLANEOUS

45. Glistian Racing 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 Glistian Racing 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.
46. Where a declared horse becomes a non-runner in a race, Glistian Racing 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 Glistian Racing. Therefore, Glistian Racing 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).
47. All Intellectual Property, including, without limitation, all intellectual property rights relating to the image and name of any horse, the Glistian Racing name, logo and the racing colours are and shall remain legally and beneficially vested with the company alone.
48. The name of the horse is subject to change, usually in situations beyond the control of Glistian Racing (for example, if the chosen name is rejected after the application is submitted).
49. 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

50. Race prize money (the sum paid by the National Horseracing Authority in accordance with the rules of horse racing) is distributed amongst the Members of the syndicate concerned at the end of each syndicate term)

THE HORSE

51. 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.
52. Where a horse does not live up to expectations on the racecourse, or fails to make it to the racecourse, the Members shall not be entitled to any refund. Where prolonged training is not in the best interest of the welfare of the horse, the horse will be retired. If the horse is re-homed prior to the scheduled syndicate end date, the syndicate will end prematurely. At that point, Members will receive a pro rata refund of 4, 5, 6 and 7 from term L above. If the horse is sold, the sum achieved will be divided equally in accordance with the shareholding. (Note: when a retired horse is deemed to have little or no residual value, the horse is usually gifted for re-homing).
53. If the company decides 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 rehabilitation centre (or new owner). In this event, Members will receive a pro rata refund of 4, 5, 6 and 7 from term L above.
54. When an Glistian Racing horse is retired, it will either be sold or gifted, depending on the circumstances. Priority is normally given to the owners of the syndicated horse. If any syndicate Member wishes to be considered for the gifting or purchase of any particular horse that is being retired, an application needs to be made in writing, specifying the facilities available for keeping the horse and details of the applicant's experience with horses. The premises will need to be checked out and a non-racing agreement signed with the National Horseracing Authority, barring the horse from ever participating in horseracing again.

THE TRAINER

55. Choice of trainer shall be vested with the company alone. The company may decide to change trainer for any reason whatsoever.
56. 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).

ENFORCEABILITY

57. 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

58. 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.

LAW AND JURISDICTION

59. 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                                                                 

60. 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

61. 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.
62. Any person who is banned from entering a racecourse and/or 'warned off' by the National Horseracing Authority, cannot become a client of Glistian Racing.
63. All text created by Glistian Racing (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 Glistian Racing 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.
64. Force Majeure - whilst Glistian Racing is in the fortunate position of providing 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 racecourses, stables etc. may be subject to postponement or cancellation, the supply of the Glistian Racing magazine hard copy may be disrupted and/or the website, emails and other services may be interrupted. However, Glistian Racing has contingency plans in place so will do everything possible to continue to provide as many services as possible and keep owners updated.
65. Any personal information you provide to Glistian Racing including and similar to your name, address, telephone number and email address will NOT be released, sold, or rented to any entities or individuals outside of Glistian Limited, unless explicitly stated below:

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    • To HMRC (ONLY if you request to be part of the VAT reclaim application, see term liii).
    • To an event host, such as a racecourse (ONLY if you make a booking for an event and the data release is absolutely essential, for example due to Covid-19 regulations).

66. Whilst these terms and conditions are comprehensive, and we believe, compliant with fair trading practices prescribed by Consumer Protection Legislation, if you dispute any element of our service, your recourse is to write in the first instance, detailing the nature of your complaint and we will attempt to resolve the issue. Email to: vip@glistianracing.com
67. Glistian Racing is owned by Glistian racing, which has processes in place to comply with GDPR. For full information, please refer to the 'Privacy Policy' on our website, or available by request.