THE FRAC CLUB

Website Terms & Conditions
Syndicate Membership Terms

THE FRAC CLUB

Each FRAC Club Syndicate operates in accordance with its Product Disclosure Statement, these Syndicate Membership Terms, any applicable Co-Owners Agreement and the New Zealand Rules of Racing. Together, these documents govern the relationship between Syndicate members, the Syndicate Manager and The FRAC Club.

PART A — SYNDICATE MEMBERSHIP TERMS

1. Application of these Terms

These Syndicate Membership Terms apply to every purchase of a share in a horse offered through The FRAC Club, regardless of which horse or Syndicate the share relates to.

By purchasing a share, you apply to become, and on acceptance become, a member of the racing syndicate for that horse (Syndicate), and you agree to be bound by:

these Syndicate Membership Terms;

the Product Disclosure Statement (PDS) for the relevant Syndicate;

any Co-Owners Agreement referred to in the PDS;

the New Zealand Rules of Racing; and

any other documents expressly incorporated by reference into those documents.

These Syndicate Membership Terms are intended to apply across all FRAC Club Syndicates.

The Product Disclosure Statement (PDS) for each Syndicate forms part of these Terms and contains the specific information relating to that Syndicate, including (without limitation):

the horse;

the Syndicate Manager;

the ownership structure and share percentages;

the total number of shares available;

the purchase price and how purchase funds are applied;

any ongoing costs payable by members (if any);

management arrangements;

training, racing, spelling and veterinary arrangements;

insurance arrangements (if applicable);

prize money distribution;

owner benefits;

sale, retirement or death of the horse;

winding up or termination of the Syndicate;

risks specific to that Syndicate; and

any other information relevant to that particular Syndicate.

You should carefully read the applicable Product Disclosure Statement before purchasing a share.

References in these Terms to a Product Disclosure Statement include any amendment, supplementary disclosure or replacement PDS issued for that Syndicate from time to time.

If there is any inconsistency between these Syndicate Membership Terms and the applicable Product Disclosure Statement, the Product Disclosure Statement prevails to the extent of the inconsistency.

2. The Syndicate Manager

Each Syndicate is managed by the Syndicate Manager identified in the applicable Product Disclosure Statement, who is an NZTR Authorised Syndicator.

You acknowledge and agree that the Syndicate Manager is authorised by the Syndicate members to act for and on behalf of the Syndicate to the extent permitted by:

the New Zealand Rules of Racing;

the applicable Product Disclosure Statement;

any Co-Owners Agreement; and

any other governing documents relating to the Syndicate.

The Syndicate Manager has authority to undertake all acts reasonably necessary for the ownership, management, racing, care and administration of the horse in accordance with those documents.

3. New Zealand Rules of Racing

Racehorse ownership in New Zealand is governed by the New Zealand Rules of Racing administered by New Zealand Thoroughbred Racing (NZTR).

By purchasing a share and becoming a Syndicate member, you certify and agree that:

you are bound by the New Zealand Rules of Racing;

you are eligible to enter onto a racecourse;

you are eligible under the Rules of Racing to have an interest in, or to enter or start, a horse in any race (including Rule 525(2));

you are not a disqualified person, warned-off person or otherwise ineligible under the Rules of Racing; and

you will continue to comply with the Rules of Racing throughout your Syndicate membership.

If you are not eligible, you must not purchase a share.

If we or NZTR determine after your purchase that you were not eligible, your Syndicate membership may be cancelled in accordance with the Rules of Racing, the applicable Product Disclosure Statement and any applicable Co-Owners Agreement.

4. Accuracy of Your Information

You certify that all information you provide in connection with your purchase and Syndicate membership—including your name, preferred name (if applicable), date of birth, postal address, email address and telephone numbers—is true, complete and accurate.

You acknowledge that providing false, misleading or inaccurate information may result in action being taken under the New Zealand Rules of Racing or otherwise.

You agree to promptly notify us of any change to your personal details so that our records and the records maintained by NZTR remain accurate.

5. Registration with NZTR and Ownership Register

Your membership of the Syndicate may be registered with New Zealand Thoroughbred Racing. If so,

You acknowledge and agree that:

the Register of registered horses and owners maintained by NZTR is prima facie evidence of the registered ownership of the relevant horse under the Rules of Racing; and

the Register does not determine proof of sole or joint ownership of the horse should any ownership dispute arise.

6. Collection and Disclosure of Personal Information (Privacy Act 2020)

To register your Syndicate membership, we collect personal information including your:

full name;

preferred name (if applicable);

date of birth;

postal address;

email address; and

telephone numbers.

This information may be disclosed to New Zealand Thoroughbred Racing (NZTR) and held by NZTR at 18 Dick Street, Cambridge.

The information is collected for the purpose of processing your Syndicate membership and administering matters relating to the ownership and racing of the horse.

Subject to applicable privacy laws, NZTR may retain your personal information and, with the exception of bank account details, disclose it to third parties for the purposes of:

processing relevant forms;

direct marketing;

providing information regarding racing events; and

providing information regarding products and services.

NZTR will not otherwise use or disclose your information without your consent except where permitted or required by law.

If you do not provide the requested information, NZTR may be unable to process your Syndicate membership, which may result in a breach of the Rules of Racing.

You may access your personal information held by NZTR (where readily retrievable) and request that it be corrected.

You may also request to be removed from the NZTR database for direct marketing and promotional communications by notifying NZTR directly.

If you do not wish your information to be retained for direct marketing purposes or disclosed to third parties for those purposes, you may notify us at giddyup@thefracclub.com and we will record your election when lodging your Syndicate membership with NZTR.

Our collection and handling of your personal information is also governed by our Privacy Policy.

7. Your Share and Ownership Percentage

Each share purchased represents the ownership percentage specified in the applicable Product Disclosure Statement.

Your ownership percentage will also be recorded:

during checkout;

in your purchase confirmation;

within your owner portal; and

where applicable, in Syndicate records maintained by the Syndicate Manager.

Your rights and obligations as a Syndicate member—including entitlement to prize money, owner benefits, voting rights (if any), ongoing obligations and any transfer rights—are governed by the applicable Product Disclosure Statement and any applicable Co-Owners Agreement.

8. Acceptance of these Terms

You accept these Syndicate Membership Terms and make the certifications contained within them by completing your purchase through The FRAC Club website, including selecting the acceptance checkbox during checkout.

By doing so, you confirm that you have read and accepted:

these Syndicate Membership Terms;

the applicable Product Disclosure Statement;

any applicable Co-Owners Agreement;

our Privacy Policy; and

the New Zealand Rules of Racing as they apply to Syndicate ownership.

Your electronic acceptance has the same legal effect as signing a written declaration.

We record the date, time and version of the documents accepted by you.

The certifications made under these Terms are made to The FRAC Club and, where applicable, may be relied upon by New Zealand Thoroughbred Racing in connection with the registration of your Syndicate membership.

PART B — WEBSITE TERMS OF USE

How you consent to these terms of use

If you access and/or use our Site, you are taken to have agreed to these terms of use (Terms). Please read these Terms carefully — if you don’t agree to them, then you must cease using our Site immediately.

When we make changes to these terms of use

We may, at any time and at our discretion, vary these Terms by publishing the varied terms on our Site. We recommend you check our Site regularly to ensure you are aware of our current terms. Materials and information on this Site (Content) are subject to change without notice. We do not undertake to keep our Site up-to-date and we are not liable if any Content is inaccurate or out-of-date.

Privacy

We respect your privacy and understand protecting your personal information is important. Our Privacy Policy (available on our Site) sets out how we will collect and handle your personal information. Where you purchase a share and become a Syndicate member, the additional collection and disclosure notice in Part A, clause 6 also applies.

Relationship with Syndicate Documents

These Website Terms govern your access to and use of our Site only.

If you purchase a share in a Syndicate, your rights and obligations as a Syndicate member are governed by:

Part A (Syndicate Membership Terms);

the applicable Product Disclosure Statement (PDS);

any applicable Co-Owners Agreement;

the New Zealand Rules of Racing; and

any other documents expressly incorporated by reference into those documents.

To the extent of any inconsistency, those documents prevail over these Website Terms.

Your licence to use our Site

We grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to access and use our Site in accordance with these Terms.

This licence is granted solely for your personal, non-commercial use.

All other uses are prohibited without our prior written consent.

Member Accounts

Where you create an account on our Site, you are responsible for maintaining the confidentiality of your username, password and any other login credentials.

You are responsible for all activity occurring under your account.

You must notify us immediately if you become aware of any unauthorised use of your account or any security breach.

We may suspend or terminate your account where we reasonably believe your account has been compromised, is being used unlawfully or is being used in breach of these Terms.

Orders and Purchases

All purchases made through our Site are subject to acceptance by us.

We reserve the right to refuse, suspend or cancel any purchase before acceptance where:

shares are no longer available;

payment cannot be successfully processed;

information supplied by you is inaccurate, incomplete or misleading;

you are not eligible to become a Syndicate member under the New Zealand Rules of Racing;

we reasonably suspect fraudulent, unlawful or unauthorised activity; or

we are otherwise required or permitted to do so by law, the applicable Product Disclosure Statement or the New Zealand Rules of Racing.

adjust, reverse or cancel any Promotional Credits or FRAC Wallet balance where they have been issued or used in error or obtained through fraud, misuse or breach of these Terms.

Referral Promotions

Where Promotional Credits are offered as part of a referral programme, we may withhold, cancel or reverse those credits if we reasonably believe the referral programme has been manipulated, abused or used contrary to its intended purpose.

Electronic Communications

By accessing our Site, creating an account or purchasing a share, you consent to receiving communications from us electronically, including by email, SMS, notifications through your owner account and other electronic means.

These communications may include purchase confirmations, ownership information, Syndicate updates, notices relating to our legal documents, operational communications and, where permitted by law, marketing communications.

Payment Processing

Payments made through our Site are processed by independent third-party payment providers.

We are not responsible for the operation, availability, security or performance of those providers, and your use of their services is subject to their own terms and privacy policies.

FRAC Wallet and Promotional Credits

From time to time, we may offer members credits, bonuses, referral rewards, promotional offers or other incentives (collectively, Promotional Credits) through the FRAC Wallet or otherwise.

Unless expressly stated otherwise:

Promotional Credits have no cash value and are not redeemable for cash.

Promotional Credits may only be used towards eligible purchases made through The FRAC Club.

Promotional Credits are personal to the member to whom they are issued and may not be sold, transferred or assigned.

Promotional Credits may be subject to eligibility requirements, expiry dates, minimum purchase amounts or other conditions specified at the time they are issued.

Promotional Credits cannot be combined with other offers unless we expressly permit this.

Promotional Credits are not refundable if a purchase is cancelled, unless we determine otherwise.

Any unused Promotional Credits automatically expire on the applicable expiry date.

We may amend, suspend or withdraw any Promotional Credit programme or promotion at any time, provided that doing so does not affect Promotional Credits already applied to completed purchases.

The FRAC Wallet is an account feature provided for convenience only. It does not constitute a bank account, trust account, stored-value facility or financial product.

We may correct errors, reverse credits issued in error, adjust wallet balances where necessary to reflect refunds or cancelled transactions, and suspend or remove wallet access where we reasonably believe misuse, fraud or a breach of these Terms has occurred.

Our records of FRAC Wallet balances and Promotional Credits will, in the absence of manifest error, be conclusive.

Conduct we don’t accept

When you use our Site, we expect you to abide by a certain standard of behaviour. You must not do or attempt to do anything that is unlawful, which is prohibited by any laws applicable to our Site, which we would consider inappropriate or which might bring us or our Site into disrepute. This includes:

anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;

using our Site to defame, harass, threaten, menace or offend any person;

interfering with any user of our Site;

tampering with or modifying our Site, knowingly transmitting viruses or other disabling features, or damaging or interfering with our Site, including (without limitation) using trojan horses, viruses or piracy or programming routines that may damage or interfere with our Site;

using our Site to send unsolicited electronic messages; or

facilitating or assisting a third party to do any of the above acts.

Competitors are excluded from using our Site. You are prohibited from using our Site, including our Content, in any way that competes with our business.

Our Site is for your personal use only

We’ve designed our Site for you to use it personally, and not on a commercial basis. You must not use our Site, or any of our Content, for your commercial purposes, including, for example, to advertise your own business or for any other revenue generation activity.

Information

Please note that our Content is provided for general information purposes only. It is factual in nature, is not comprehensive and should not be relied upon as financial, investment, legal, accounting or tax advice.

Information relating to any specific horse or Syndicate—including ownership percentages, purchase price, costs, prize money distribution, management arrangements, risks, owner rights and obligations—is contained in the applicable Product Disclosure Statement and any applicable Co-Owners Agreement, which you should carefully read before purchasing a share.

While we use reasonable efforts to ensure our Content is accurate and current, we provide it in good faith and make no representation or warranty regarding its accuracy, completeness, reliability or suitability for any particular purpose.

To the maximum extent permitted by law, we are not liable for any loss arising from reliance upon our Content.

Racehorse Ownership Involves Risk

Purchasing a share in a racehorse involves commercial and sporting risk.

Without limitation:

horses may suffer illness, injury or death;

horses may be retired, sold or withdrawn from racing;

horses may never race;

horses may perform below expectations; and

racing outcomes cannot be predicted.

Past performance is not a reliable indicator of future performance.

No Guarantee of Returns

We do not make any representation or guarantee that:

a horse will race;

a horse will win races;

prize money will be earned;

your share will increase in value;

you will recover your purchase price; or

you will receive any financial return.

Before purchasing a share, you should carefully read the applicable Product Disclosure Statement.

Intellectual Property rights

Unless otherwise indicated, we own or licence all rights, title and interest (including intellectual property rights) in our Site, all of our Content and any copyright, registered or unregistered designs, patents or trade mark rights and domain names (Our Intellectual Property). Your use of our Site and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to Our Intellectual Property. You must not:

copy or use, in whole or in part, any of Our Intellectual Property;

reproduce, retransmit, distribute, display, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or

breach any intellectual property rights connected with Our Intellectual Property, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website or platform, or creating derivative works from Our Intellectual Property.

use any automated means, including bots, crawlers, scrapers, data mining tools or artificial intelligence systems, to access, extract, reproduce, analyse or create derivative works from our Site or our Content without our prior written consent.

Content you upload

We encourage you to interact with our Site! You may be permitted to post, upload, publish, submit or transmit relevant information and content (User Content) on our Site. If you make any User Content available on or through our Site, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of our Site. You agree that you are solely responsible for all User Content that you make available on or through our Site. You represent and warrant that:

you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and

neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Site will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.

Photography and Media

By attending FRAC Club events, stable visits, race meetings or other functions organised by or on behalf of The FRAC Club, you acknowledge that photographs, video recordings and other media may be captured.

Unless you notify us otherwise before the event, you consent to us using those images and recordings for promotional, marketing, editorial and community purposes across our website, social media channels, email communications and other promotional material without compensation.

Third party sites

Our Site may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites.

What Happens if We Discontinue or Modify Our Site

We may suspend, restrict, modify or discontinue our Site, or any part of it, at any time without notice.

This includes, without limitation:

online purchasing functionality;

owner portals;

horse information;

account access;

member services; and

any other feature or functionality available through the Site.

We may also exclude any person from using our Site where we reasonably consider it appropriate.

To the maximum extent permitted by law, we are not liable for any loss arising from any Events Beyond Our Control

We are not responsible for any delay, interruption or failure in performing our obligations where such delay or failure results from circumstances beyond our reasonable control.

These circumstances may include, without limitation:

disease outbreaks affecting horses;

biosecurity restrictions;

transport disruptions;

adverse weather;

race meeting postponements or cancellations;

natural disasters;

government action;

labour shortages;

internet or telecommunications failures; or

any other event beyond our reasonable control.

suspension, restriction, modification or discontinuance of the Site.

Warranties and disclaimers

To the maximum extent permitted by law, we make no representations or warranties about our Site or our Content, including (without limitation) that:

they are complete, accurate, reliable, up-to-date and suitable for any particular purpose;

access will be uninterrupted, error-free or free from viruses; or

our Site will be secure.

You read, use and act on our Site and our Content at your own risk.

Our liability is limited

To the maximum extent permitted by law, we are not responsible for any loss, damage or expense, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (Liability) suffered by you or any third party, arising from or in connection with your use of Our Intellectual Property and/or any inaccessibility of, interruption to or outage of our Site and/or any loss or corruption of data and/or the fact that our Content is incorrect, incomplete or out-of-date.

Indemnity

To the maximum extent permitted by law, you must indemnify us, and hold us harmless, against any Liability suffered or incurred by us arising from or in connection with your use of our Site or any breach of these Terms or any applicable laws by you. This indemnity is a continuing obligation, independent from the other obligations under these Terms, and continues after these Terms end. It is not necessary for us to suffer or incur any Liability before enforcing a right of indemnity under these Terms.

Electronic Acceptance

You agree that your electronic acceptance of these Terms, your electronic purchase of shares and any electronic communications between you and us satisfy any legal requirement for a written agreement or signature.

Electronic records maintained by us may be relied upon as evidence of your acceptance of these Terms and any related documents.

Terminating these terms

These Terms are effective until terminated by us, which we may do at any time and without notice to you. In the event of termination, all restrictions imposed on you by these Terms and limitations of liability set out in these Terms will survive. Termination of the Website Terms of Use does not affect your rights and obligations as a member of a Syndicate, which continue in accordance with Part A, the PDS, and any co-owners agreement for that Syndicate.

Dealing with a problem

If you would like to give us feedback, please contact us — we appreciate your input. In the event of any dispute arising from, or in connection with, these Terms (Dispute), the party claiming there is a Dispute must give written notice to the other party setting out the details of the Dispute and proposing a resolution. Within 7 days after receiving the notice, the parties must, by someone with authority to reach a resolution, meet at least once to attempt to resolve the Dispute or agree on the method of resolving the Dispute by other means, in good faith. All aspects of every such conference, except the fact of the occurrence of the conference, will be privileged. If the parties do not resolve the Dispute, or (if the Dispute is not resolved) agree on an alternate method to resolve the Dispute, within 21 days after receipt of the notice, the Dispute may be referred by either party (by notice in writing to the other party) to litigation. Nothing in this clause will operate to prevent a party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If a part of these Terms isn’t right

If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

Entire Agreement

These Website Terms, together with:

Part A (Syndicate Membership Terms);

the applicable Product Disclosure Statement;

any applicable Co-Owners Agreement; and

our Privacy Policy,

constitute the entire agreement between you and us relating to your use of our Site and, where applicable, your purchase of Syndicate interests, except to the extent those documents expressly provide otherwise.\

Which laws govern these terms of use

If you are in New Zealand and a consumer of products or services, you may have certain rights and/or remedies under the New Zealand Consumer Guarantees Act 1993. When a guarantee under the Consumer Guarantees Act 1993 is breached, you may be entitled to a range of remedies. For the avoidance of doubt, nothing in these Terms is intended to exclude, restrict or modify a consumer’s rights under the New Zealand Consumer Guarantees Act 1993.

Your use of our Site and these Terms are governed by the laws of New Zealand. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in New Zealand. Our Site may be accessed throughout New Zealand and overseas. We make no representation that our Site complies with the laws (including intellectual property laws) of any country outside New Zealand. If you access our Site from outside New Zealand, you do so at your own risk and are responsible for complying with the laws of the jurisdiction where you access our Site.

For any questions and notices, please contact us at

RacehorsesNZ FRAC Club Limited (trading as The FRAC Club)

Postal Address: P O Box 383, Matamata 3400

Email: giddyup@thefracclub.com