Terms & Conditions
THE RACING MANAGER LIMITED
WEBSITE/APP TERMS AND CONDITIONS
WHO WE ARE AND THE SERVICES WE PROVIDE
- The aim of The Racing Manager Limited (“TRM”) is to provide a platform for owners of racehorses in an attempt to make it easier and more enjoyable to set up, manage and carry out the administrative duties that go with owning a racehorse.
- TRM provides services to different types of membership, including:
- Group Manager
- Group Member
- Guest “friend and family” Member; and
- Trainers and their representatives
- All Members need to accept these Terms as part of their membership and are required to abide by them in order to retain their membership. Only Members who have entered into an agreement for the provision of services (“Service Agreement”), or who are part of an Ownership Group that has entered into a Service Agreement, are entitled to use the services provided by this Site. It is possible for Members to belong to one or more of the membership types set out above. Full details of the different types of TRM membership are set out at Schedule 2.
- TRM offers the Site via this website and applications (collectively “the Site”).The Site is operated by TRM (TRM, ”We” or “Us”). We are registered in England and Wales under company number (10455356) and have our registered office at 39 Long Acre, London, United Kingdom, WC2E 9LG. Our VAT number is 254 2540 22.
- TRM provides a Site for use by its Members. TRM is not liable for transactions and interactions between users of the Site as set out in more detail in clause 11.
- An Ownership Group (“Ownership Group”) refers to one or more Group Managers and one or more Group Members coming together in relation to race horse to ownership that the parties agree shall form an Ownership Group. Ownership Groups may agree their own terms to manage that Ownership Group, however additional information and guidance is set out in Schedule 4 in relation to setting up each ownership group. All Ownership Groups are required to disclose their terms of membership in full on the site.
- You accept that your involvement in an Ownership Group including buying a share in a racehorse should not be considered as a financial investment as the value of a racehorse can increase or decrease dramatically.
- To contact Us, please email firstname.lastname@example.org.
BY USING OUR SITE YOU ACCEPT THESE TERMS
- We recommend that You print a copy of these Terms for future reference, although We reserve the right to amend these Terms from time to time.
- The Schedules form part of these Terms and also apply to Your use of our Site. In particular we draw your attention to the following:
THERE ARE OTHER TERMS THAT APPLY TO YOU
- Our Acceptable Use Policy at Schedule 1, which sets out the permitted uses and prohibited uses of our Site. When using our Site, You must comply with this Acceptable Use Policy.
- We reserve the right to amend these Terms from time to time and will notify You in advance of any material amendments by posting the changes on the Site or by email to You.
WE MAY MAKE CHANGES TO THESE TERMS
- We may update and change our Site from time to time to reflect changes to our services, our users’ needs and our business priorities. We will aim to keep You informed of any major changes.
WE MAY MAKE CHANGES TO OUR SITE
SUBSCRIPTIONS AND PAYMENTS FOR USE OF THE SITE
- Payment for use of the services provided by our Site must be made in cleared funds to the bank account nominated in writing by Us.
- Full details in relation to the subscriptions model and payments structure for use of the Site are set out at Schedule 3. Notification of amounts due from You shall be as confirmed by Us in writing from time to time as payment for the provision of services as documented in the Service Agreement.
- If You fail to make payment due to the other under the Service Agreement by the due date, then without limiting any other remedies, You will be liable to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause will accrue at 4% per year above the Bank of England’s base rate from time to time. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved on sums found or agreed to be due.
- If You dispute any invoice or payment:
- You shall notify the other party in writing as soon as possible specifying the reasons for disputing the invoice;
- You shall provide all evidence as may be reasonably necessary to verify the disputed invoice or payment;
- You shall pay to Us all amounts not disputed by it on the due date;
- You shall negotiate with Us in good faith to attempt to resolve the dispute promptly.
- You shall not be entitled to set-off any liability against any other liability arising under the Service Agreement.
- All amounts outstanding and payable by You to TRM under the Service Agreement shall become immediately due and payable:
- on termination of the Service Agreement for any reason; or
- in the event that You become subject to any insolvency and/or bankruptcy type events or procedures.
WE MAY SUSPEND OR WITHDRAW ACCESS TO OUR SITE
- Whilst We will use all reasonable efforts to keep the Site available, We do not guarantee that our Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Site for business and operational reasons. We will try to give You reasonable notice of any suspension or withdrawal.
- If You choose, or You are provided with, a user identification code, password or any other piece of information as part of our security procedures, You must treat such information as confidential. You must not disclose it to any third party.
- We have the right to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in our reasonable opinion You have failed to comply with any of the provisions of these Terms..
- If You know or suspect that anyone other than You knows Your user identification code or password, You must promptly notify Us at email@example.com.
HOW YOU MAY USE MATERIAL ON OUR SITE
- Apart from any user generated content, We are the owner or the licensee of all intellectual property rights in our Site, and the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
- You may print off one copy, and may download extracts, of any page(s) from our Site for Your personal use and You may draw the attention of others within Your organisation to content posted on our Site.
- You must not modify the paper or digital copies of any materials You have printed off or downloaded in any way, and You must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
- Our status (and that of any identified contributors) as the authors of content on our Site must always be acknowledged.
WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO
- Where our Site contains links to other sites and resources provided by third parties, these links are provided for Your information only. Such links should not be interpreted as approval by Us of those linked websites or information You may obtain from them. We have no control over the contents of those sites or resources.
- This Site may include information and materials uploaded by other users of the Site, including to bulletin boards and chat facilities. This information and these materials have not been verified or approved by Us. The views expressed by other users on our Site do not necessarily represent our views or values.
- If You wish to complain about information and materials uploaded by other users please contact Us on firstname.lastname@example.org.
OUR RESPONSIBILITY FOR TRANSACTIONS FACILITATED BY THE SITE
- One of the aims of our Site is that Members can enter into certain transactions with other Members including, but not limited to, the sale of racehorses. In all such situations, Members will be dealing with other Members or third parties and are not dealing directly with TRM. TRM is not responsible for the offers made available on the Site by Group Managers, including the sales price and related terms.
- In relation to all such transactions where TRM is not one of the parties, You understand and accept that We will have no legal liability for any loss or damage that occurs unless We have caused them. Accordingly, any background checks/due diligence needs to be carried out by You in relation to a particular transaction and You understand and accept that (i) We are not making any recommendation in relation to such transactions and (ii) that any rights and remedies need to be pursued against the relevant third party and not against TRM. Although TRM is not a party to such transactions and accepts no liability for any loss arising from such transactions, TRM does recommend that You obtain a veterinary report on any racehorse to be purchased.
- For the avoidance of doubt, all payments relating to such transactions will be carried out by a third party and will not be carried out in any way by TRM.
- Depending on the specific transaction, We may be entitled to a commission or similar payment; where this is the case such commission or payment will be clearly specified on the Site or as outlined in Schedule 3 or otherwise notified.
- In relation to registering on the Site and in relation to any financial transactions carried out by You with other Members of the Site, TRM reserves the right to carry out standard client identification checks.
OUR LIABILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
- We exclude all implied conditions, warranties, representations or other terms that may apply to our Site, any content on it or our services.
- We do not exclude or limit in any way our liability to You where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
- We will not be liable to You for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our Site; or
- use of or reliance on any content displayed on our Site.
- loss of profits, sales, business, or revenue (whether loss is direct or indirect);
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
- For any direct loss or damage caused by TRM which is not covered by clauses 12.1 to 12.3, TRM’s total liability to You in respect of any calendar year shall not exceed the higher of (i) 150% of that year’s membership fees or (ii) £250,000 in relation to all claims arising in that calendar year.
UPLOADING CONTENT TO OUR SITE AND USE OF USER-GENERATED CONTENT
- Whenever You make use of a feature that allows You to upload content to our Site, or to make contact with other users of our Site, You must comply with the content standards set out in these Terms, in particular in our Acceptable Use Policy (Schedule 1).
- You warrant that any such contribution does comply with those standards, and You will be liable to Us and indemnify Us for any breach of that warranty. This means You will be responsible for any loss or damage We suffer as a result of Your breach of warranty.
- You retain all of Your ownership rights in Your content, but You grant Us and other users of our Site a limited license to use, store and copy that content and to distribute and make it available to third parties through this Site.
- We also have the right to disclose Your identity to any third party who is claiming that any content posted or uploaded by You to our Site constitutes a violation of their intellectual property rights or of their right to privacy.
- We have the right to remove any content or posting You make on our Site if, in our opinion, Your content or post does not comply with the content standards set out in these Terms and in particular in our Acceptable Use Policy (Schedule 1). Our right to remove any content or posting extends to any Group Members’ pages (or any other pages that can only be viewed by Members of that Ownership Group). In some cases, We may pass on concerns to the Group Manager who may then decide to amend or remove any content if deemed inappropriate. We may also suspend or terminate Your right to use the Site and/or services provided by Us. The Group Manager shall also be entitled to remove any content or posting on the Group Members’ pages if the Group Manager considers that it does not comply with the content standards set out in these Terms and in particular in our Acceptable Use Policy.
- You agree to indemnify and defend TRM against any loss, claim, damages or expenses incurred by TRM in relation to or arising out of any claim that content provided by You infringes the rights of any third party.
- You are solely responsible for securing and backing up Your content.
RESPONSIBLITY FOR VIRUSES AND IT SECURITY
- Whilst We will use all reasonable commercial efforts to protect our Site from viruses and other malware, We do not guarantee that our Site will be free from bugs or viruses.
- You are responsible for configuring Your information technology, computer programmes and platform to access our Site. You should use Your own virus protection software.
- You must not misuse our Site by knowingly introducing viruses, Trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, You would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and We will cooperate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use our Site will cease immediately.
DATA PROTECTION AND PRIVACY RULES
- In making this Site and services available to You, TRM will ensure that it complies with all data protection laws and rules, as set out more fully in Schedule 5.
- In making use of the Site and services, You undertake to comply with all data protection rules and laws as set out in Schedule 5. In particular, to the extent that You are engaged in the operation of any Ownership Groups making use of the Site and services, You shall ensure that the relevant data protection and privacy rules are followed.
- Without prejudice to these rules, Group Members and Guest Members may decide to remain anonymous to other members of the same Ownership Group. In addition, a Group Manager may decide that all Group Members and Guest Members shall remain anonymous within a particular Ownership Group and, where this is the case, the Group Manager shall be responsible for arranging matters within that Ownership Group so that that Members’ names are sufficiently anonymised to ensure anonymity is maintained.
RULES ABOUT LINKING TO OUR SITE
- You may link to publicly available pages on our Site, provided You do so in a way that is fair, reasonable and legal and does not damage our reputation or take advantage of it.
- You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
- You must not establish a link to our Site in any website that is not owned by You.
- Our Site must not be framed on any other website, nor may You create a link to any part of our Site other than the home page.
- We reserve the right to withdraw linking permission without notice.
- The website in which You are linking must comply in all respects with the content standards set out in our Terms.
- If You wish to link to or make any use of content on our Site other than that set out above, please contact email@example.com
- You agree that You will not at any time disclose to any person any confidential information concerning Our business affairs, customers, clients or suppliers except as permitted by clause 17.3.
- In the case of a user of the Site, You also hereby agree not to disclose any such confidential information relating to any other users who are Members of Your Ownership Group.
- You and We may however disclose such confidential information:
- to its employees, officers, representatives or advisers who need to know such information for the purpose of exercising the party’s rights or carrying out its obligations in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information complies with this clause; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither You nor Us shall use the other’s confidential information for any purpose other than to exercise its rights and/or perform its obligations under these Terms or the Service Agreement.
- If You are a Group Manager, an owner or part owner of a racehorse, You accept that You may have obligations to inform the British Horseracing Authority (“BHA”) of Your personal details. In some cases, You will be required to formally register as an owner with the BHA. You agree to carry out all requirements necessary with the BHA and to provide accurate information to the BHA. Read the BHA Rules of Racing here.
- TRM shall have the right to inform the BHA of registration data relating to TRM Members and TRM reserves the right to investigate any concerns raised by the BHA.
GOVERNING LAW AND JURISDICTION
- THE RACING MANAGER (UK00003251129) is a UK registered trade mark of TRM. You are not permitted to use this without our prior written approval, unless permitted under these Terms.
TERM AND TERMINATION
- Unless otherwise agreed in writing with TRM, all memberships are set up and renewed on an annual basis and the fees are payable as set out in the Service Agreement. Annual memberships will automatically continue into a new calendar year unless they are terminated by the Member giving written notice to TRM prior to the anniversary date that the Member wishes to terminate its contract with TRM. To do this please email us at firstname.lastname@example.org. In the event that a Member wishes to terminate the contract with TRM in the first calendar month of any renewal period, TRM will provide a full refund for any annual membership fee paid in advance. Any later attempt by the Member to terminate a renewal period later than the end of the first calendar month in the said renewal period would not be effective and no refund shall be given by TRM.
- Without affecting any other right or remedy available, TRM may terminate the Service Agreement or suspend any membership with immediate effect by giving written notice if:
- You fail to pay any amount due under the Service Agreement on the due date for payment and remain in default for not less than 14 days after being notified in writing to make such payment;
- You commit a material breach of any term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so. For the avoidance of doubt any breach of the Acceptable Use Policy shall be deemed to be a material breach;
- You suspend or threaten to suspend, payment of your debts or is unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
- You commence negotiations with all or any part of your creditors with a view to rescheduling any of your debts or make a proposal for or enter into any compromise or arrangement with any of your creditors or a petition is filed, notice is given, a resolution is passed or an order is made for or in connection with winding up;
- You being an individual, are the subject of a bankruptcy petition, application or order.
- On termination or expiry of this Agreement, the following clauses shall continue in force: clauses 12, 17, 19, 22, 23, 24, 26, 27.
- These Terms and any Service Agreement constitute the entire agreement between the You and Us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral, relating to the use of our Site and services.
- You agree that You shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
- If there is an inconsistency between any of the provisions in the main Terms and the Schedules/Policies, the provisions in the main shall prevail.
- No failure or delay by Us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
NO PARTNERSHIP OR AGENCY
- Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture or agency arrangement between You and Us.
- You confirm that you are acting on your own behalf and not for the benefit of any other person.
- Any notice or other communication given by You or Us under or in connection with these Terms shall be in writing and shall be sent by email. For TRM, this shall be email@example.com. For You, it will be the email address registered to Your TRM account.
- Any notice or communication shall be deemed to have been received at 9.00 am on the next Business Day after transmission.
- This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- Unless it expressly states otherwise, these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
THIRD PARTY RIGHTS