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 Owners Group.

    "company"

    Axom Limited (company no: 3319164)

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

    "Share"

    means an equal division of the ownership of a racehorse 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.

  2. THE COMPANY

  3. The company carries on the business of forming, marketing and managing racehorse syndicates under the trading name Owners Group.
  4. CONTRACT

  5. 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 become a Member pursuant to the Terms and Conditions and such application shall only be deemed to be accepted when the company issues a written acknowledgement (such as the issuing of a certificate of ownership) confirming that the person is a Member and that the syndicate has been formed.
  6. THE SYNDICATE

  7. 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).
  8. The choice of racing silks and syndicate name will be the company's decision alone.
  9. 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).
  10. THE SHARES

  11. An offer of a Share in a horse is not an investment opportunity, it is an entertainment opportunity.
  12. A Share cannot be sub-divided but can be absorbed in accordance with paragraph xxvi.
  13. A Share cannot be purchased by a person under the age of 18.
  14. The company alone determines how many Shares are to be offered in a horse or horses.
  15. 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.
  16. 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.
  17. 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.
  18. A Member must only use his/her Share for personal enjoyment and must not use the Share for any commercial purpose.
  19. 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. Alternatively, the company may decide to re-advertise the syndicate, and or to change the structure/financing of the proposed syndicate. No person shall own a Share or have any other right to or interest in the horse until the company notifies that person that he is a Member and that the syndicate has been formed (see iii).
  20. 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: 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 Owners Group)).
  21. 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.
  22. 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.
  23. Consumer Legislation gives the Member the right to cancel a new contract they enter into with Owners Group 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 Owners Group will refund their payment in full.
  24. 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.
  25. 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 prorata, in accordance with the quantity of shares not renewed. So, for example, if the capital value of the horse was £10,000 and there were 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.
  26. 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.
  27. 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 has already been paid).
  28. 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.
  29. 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 (xxi).
  30. 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).
  31. Existing members of the syndicate will be given the opportunity to purchase relinquished shares, subject to availability.
  32. 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.
  33. 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.
  34. Where a horse is sold or retired after the start of the new syndicate period, Members will receive a full pro rata relevant refund of the payment they have already made to the company for the full term of the new syndicate.
  35. The decision whether or not to send the horse to the sales (or to offer for sale privately or to retire) shall be the company's alone and not open to negotiation or debate.
  36. 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.
  37. A Member can request the company to pay the whole or part of any credit held in the Member's account at any time. Such payment shall be made by cheque and subject to the deduction of a £2 fee (inc VAT) to cover the cost of administration, postage and bank charges.
  38. 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.
  39. 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 (eg price paid for the horse itself, auction house commission and incidentals plus transport costs).
  40. 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.
  41. When a horse is sold, the sales sum received 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).
  42. 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. Where 55% or greater of votes received by the specified deadline are in favour of selling, 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, 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 5 shares owned would count as 5 votes.
  43. BREEDING SYNDICATES

  44. The following paragraphs (xxxvii to xliv) relate to breeding syndicates.
  45. Syndicates formed for breeding purposes will have defined periods set by the company.
  46. At the end of the syndicate period, the broodmare may either be (a) not in foal, or (b) in foal or (c) have a foal at foot. Where (a) or (b), the next syndicate period (where applicable) will continue as one entity, however, where (c), there will be two syndicates (where applicable) one for the broodmare and one for the foal. The values of (a) (b) and (c) will be determined by the company and renewal procedures shall follow the same principles as any other Owners Group syndicate. Note: 'foal at foot' means 'the foal that the broodmare has given birth to'.
  47. Where a breeding syndicate includes a fee for a nomination that is either not executed or is executed at a reduced fee or is refunded in whole or part by the stud, the relevant pro rata sum will be credited to the Member's account.
  48. Syndicates formed for homebred foals will be offered to Members of the relevant broodmare syndicate as a priority option but without any obligation to join.
  49. Where a Member had bought into a relevant nomination (because it was part of a broodmare syndicate offer) then chooses not to join a resultant foal syndicate, the company will automatically endeavour to sell the Member's share(s) in the foal, at a value determined by the company. Where a buyer is found, any credit arising will be added to the Member's account.
  50. Where a broodmare syndicate period ends and a new one formed, the Member is not obliged to buy into the new syndicate period for the broodmare even if the Member has chosen to buy into the relevant foal syndicate period.
  51. The purchase of a share in a broodmare or foal syndicate is not to be treated as an investment opportunity.
  52. THE COSTS

  53. 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/Owners Group representative expenses) and Group/Listed/Graded 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 races are not covered by overall prize money won by the relevant horse in the syndicate period, the loss will be absorbed by Owners Group and therefore no further payment will be required from any Member, in any event.
  54. The price for each share sold by Owners Group includes the following:
    1. Capital purchase price, plus 10% 'capital risk'. (Note: Where the capital value is deemed, by the company, to have increased or decreased since the date the company purchased the horse, the price may be adjusted prior to the sale of a share.)
    2. All racing costs, which include training fees, entry/declaration fees, vets fees and all other racing/horse costs. This amount is usually set at around £27,000 per syndicate, per annum.
    3. Management. This figure includes managing, servicing and marketing the syndicate. This figure is usually set at £12 per annum per share.
    4. Mortality insurance. This amount varies per horse, but is usually approximately £2,000-£10,000 per syndicate, per annum.

      (Note: Any Member renewing a share only needs to pay items 2-4 in any subsequent terms, as the capital purchase price is only paid in the Member's initial term.)

  55. The all-inclusive cost includes mortality insurance for the horse during the syndicate period. The insured sum shall amount to the value attributed to the horse by the company at the start of the relevant syndicate period. This sum shall not be adjusted upwards during the syndicate period regardless of whether or not the value of the horse is deemed to have increased. However, 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 received from the insurance company will be credited to the owner's account.

    (Note: In the event of a horse value significantly increasing during a syndicate period, owners may choose to make their own insurance cover arrangements to cover the increased value difference, if they wish. Owners are invited to contact the Owners Group office for guidance or to refer to any information that may be published in the newsletter).

  56. Under current HM Revenue & Customs provisions, VAT may sometimes be recoverable where a substantial number of shares are held and refunds (where applicable) may be paid to the syndicate Member upon termination of the term of the syndicate. (Note: recoverable VAT involves all costs, including charges made by the company for management of the syndicate. 'Substantial' means 2.5% of the horse but no reliance should be made for such refunds. Breeding syndicates are not subject to any VAT refund.)
  57. MISCELLANEOUS

  58. Most racecourses impose restrictions on the number of people allowed into the paddock and winner's enclosure for health and safety reasons. When the number of Members who want to attend exceed the racecourse's figures, a ballot will be held to determine place allocation and any complimentary badges supplied by the racecourse will be given away to Members. Entry costs to the racecourse are normally the responsibility of the Member.
  59. All Intellectual Property, including, without limitation, all intellectual property rights relating to the image and name of any horse, the Owners Group name, logo and the racing colours are and shall remain legally and beneficially vested with the company alone.
  60. A printed newsletter will only be posted to Members based in the United Kingdom. We will endeavour to email a copy of the newsletter to owners outside of the UK where we have been provided with a valid email address. We aim to have the facility to view the newsletter online in the future. The printed newsletter has to be compiled and then typeset before it is sent to the printers. After printing, it then has to be collated and bound. Then the process of mailing it out can begin. Finally, it is likely to be in the post for several days before the postman delivers it to your door. Consequently, because situations can change at a moment's notice, some of the content of the newsletter may be out of date by the time you receive a copy.
  61. RACE PRIZE MONEY / TROPHIES

  62. Race prize money (the sum paid by Weatherbys in accordance with the rules of horse racing) is distributed amongst the Members of the syndicate concerned at the end of each syndicate term, save where a sum in excess of £ 200,000 accrues, in which case distribution shall be made within a reasonable period from the date of the company's receipt from Weatherbys.
  63. Where a perpetual trophy is won by a winning horse, it shall be awarded to one Member by means of a 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 is the company's policy not to pay a racecourse for a trophy, and indeed such sales are becoming less common. 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.)
  64. THE HORSE

  65. 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.
  66. Occasionally a racehorse may fail to reach a reasonable racing standard and the company may recommend entry in claiming or selling races. Such a decision will require approval from the Members of that syndicate. Where more than 50% of votes are against such entry, the option shall be discounted. Votes may be repeated at future intervals at the company's discretion. (Note: Entry in a claiming or selling race will mean that any member of the general public may offer to purchase the horse after the race and, save for an instruction from more than 50% of votes for the syndicate to make a friendly claim (i.e. an attempt to buy the horse back) or to bid at auction after winning a selling race, the syndicate will close prematurely and (subject to the Terms and Conditions) the sum received by the company for the horse will be distributed equally amongst the Members.). As well as any returned capital value (if applicable), Members will receive a pro rata refund of points 2, 3 and 4 from term xlviii.
  67. Where a horse does not live up to expectations on the racecourse, or fails to ever make it to the racecourse, the Members shall not be entitled to any refund. However, where prolonged training is not in the best interest of the welfare of the horse, the company will recommend premature closure of the syndicate and in rare cases may decide to call for a vote amongst the Members of that syndicate. (Note: when a horse is deemed to have little or no residual value, or, when in our opinion, it's in the best interests of the horse, to be retired from racing, the current policy is to gift the horse for re-homing to a racehorse rehabilitation centre or anywhere). If the syndicate is prematurely closed, as well as any returned capital value (if applicable), Members will receive a pro rata refund of points 2, 3 and 4 from term xlviii.
  68. 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. In this event, Members will receive a pro rata refund of points 2, 3 and 4 from term xlviii.
  69. THE TRAINER

  70. Choice of trainer shall be vested with the company alone. The company may decide to change trainer for any reason whatsoever.
  71. 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).
  72. VOTING / DECISION MAKING

  73. When a vote relating to the syndicate is called for and a Member's vote is not received by the company by the deadline date specified by the company, the Member's rights to vote is forfeited in that instance.
  74. When all votes received result in a split vote, the company will have the right to make a casting vote.
  75. ENFORCEABILITY

  76. 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.
  77. VARIATIONS

  78. 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.
  79. LAW AND JURISDICTION

  80. 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.
  81. WAIVER

  82. 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.
  83. PREVAILING TERMS

  84. 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.
  85. Any person who is banned from entering a racecourse and/or 'warned off' by the British Horseracing Authority, cannot become a client of Owners Group.
  86. These terms and conditions are protected by copyright law and cannot be copied in whole or part.

Updated 27/02/17

Recent amendment(s) - (liii and lviii)