Conditions of lease (racing lease) agreement
Proaliant Consulting Limited T/A Equideq (“Equideq”)
2021 Conditions of Lease Agreement (Updated 8th February 2021)
The individual or entity that sells a racing lease share(s) in the horse (the "Lessor"), the individual or entity that purchases a racing lease share(s) in the horse (the "Lessee"), the individual or entity that manages the horse on behalf of the Group (the “Agent”) and the company providing the software platform and service (“Equideq”) (each a “Party” and together the “Parties”)
The purchase of lease shares in racehorses (racing lease) is for personal entertainment only. There is no equity stake provided in the horse and there is no guarantee that the horse will race, win, or be placed in a race. Any purchase or sale of racing lease shares on the Platform is final and non-refundable.
By clicking the “I Agree” button or using the Platform for either the reserving, ordering, purchasing, selling, management or trading of lease shares, then the Parties are agreeing to be bound by this Conditions of Lease Agreement (the “Agreement”) and the Equideq Terms of Service which is expressly incorporated.
The role of Equideq in this Agreement is limited to the provisions of the technology and service (as per the Equideq Terms of Service) to facilitate the sale and management of racing lease shares between the Lessor, the Lessee, and the Agent. Equideq is otherwise not a party to this Agreement.
The purpose of this Agreement is to set forth the terms and conditions of sale of racing lease shares in a horse between the Lessor, the Lessee and the Agent on the Equideq Platform.
“Lessor” means the individual or entity that sells a racing lease share(s) in the horse. This also includes the “Original Lessor” who is the individual or entity that sells racing lease share(s) in the horse for the first time as part of the initial offering
“Lessee” means the individual or entity that purchases a racing lease share(s) in the horse
“Leaseholder” means the Lessee that holds a racing lease share(s) in the horse
“Group” means the group of Leaseholders
“Agent” means the individual or entity who is managing the horse on behalf of the Group
“Platform” The software platform and service provided by Equideq
“Lease Register” A digital record of key contractual information related to the sale and ownership of racing lease shares
2 LEASE SHARES
2.1 Lease ownership of the horse shall consist of racing lease shares known as “Opex Shares”. A single Opex Share represents a single, indivisible unit of lease ownership in the horse. The total number of Opex Shares will be determined by the Original Lessor and are fixed. The names, details and quantity of Opex Shares held by the Leaseholders will be maintained in the Lease Register on the Platform. The Lease Register shall be conclusive as to lease ownership of the horse.
2.2 The cost of a single Opex Share is displayed as the “Opex” on the Platform and this cost is also subject to any additional taxes and charges that may apply. A lease period will have a commencement date and a conclusion date. Payment of the Opex for an Opex Share covers the horse operational expense for that Opex Share only, for the remaining lease period. The cost of an Opex Share is determined by the Agent and may vary during the lease period.
2.3 The purchase of an Opex Share does not entitle the Leaseholder to an equity share in the horse. The horse is, and shall always remain, the property of the Original Lessor and the title shall remain with the Original Lessor. The Leaseholder shall have no right, title, or interest in the horse other than what is expressly set forth in this Agreement.
2.4 A Lessee must be over 18 years of age to purchase an Opex Share. Any Lessee banned or warned off by any racing authority will not be permitted to purchase shares.
2.5 No certificates representing lease ownership of Opex Shares shall be created but a digital record will be maintained in the Lease Register on the Platform.
2.6 An Opex Share may entitle but does not guarantee the Leaseholder to certain benefits associated with the lease of a horse. These benefits if applicable and the administration of such, are the responsibility of the Agent and are detailed in Section 4.
2.7 An Opex Share does not entitle the Leaseholder to voting rights on the management of the horse. All commercial decisions and responsibility regarding the management and welfare of the horse will remain the responsibility of the Original Lessor and the Agent as detailed in Section 4.
2.8 An Original Lessor may at their discretion retain any number of Opex Shares in the horse during the initial offering and/or purchase or sell any number of additional Opex Shares on the exchange. With the exception of the Original Lessor, and at the discretion of the Agent, there will be a limit on the maximum number of Opex Shares that can be purchased and held by a Leaseholder for each horse.
2.9 Opex shares are transferable by buying or selling, through the Agent, on the Equideq exchange only. Any Lessor, who sells a share(s) on the exchange, immediately surrenders, and transfers, full lease ownership and any associated benefits of the Opex Share(s) to the Lessee, by transacting through the Agent.
2.10 Opex Shares in the horse can only be reserved, ordered, purchased, and exchanged on the Platform, where the Lease Register is maintained and updated.
3 LEASE SALE PROCESS
The lease sale process is detailed in Sections 7, 8, 9,11 and 13 in the Equideq Terms of Service and is expressly incorporated.
4 HORSE AND RACING MANAGEMENT
4.1 The Original Lessor is solely responsible for the welfare and management of the horse until an initial offering has successfully concluded and the Opex Share(s) transfer into the ownership of the Lessee, upon which, the welfare and management of the horse becomes the responsibility of the Agent. The horse is, and shall always remain, the property of the Original Lessor and the title shall remain with the Original Lessor.
4.2 All Opex payments, from all Lessee(s), for the period specified will be transferred to the Agent at the successful conclusion of the initial offering. The Agent is solely responsible for the care and administration of these funds. The Opex payment covers the costs associated with the training, racing, transport (within Ireland) and standard veterinary expenses for the horse, for only the Opex period specified. The Opex payment does not cover international transport and extraordinary veterinary expenses.
4.3 All communications with the Group, including but not limited to, the health, performance, training, race entries, race results for the horse are the responsibility of the Agent.
4.4 The name of the Group and the choice of silks, for the purposes of racing shall be decided by the Agent in their absolute discretion.
4.5 Any decision related to the choice of trainer, training and racing for the horse is solely the responsibility of the Agent, in their absolute discretion.
4.6 The Agent is responsible for insuring the horse and will have in place any necessary public liability insurance for the duration of the lease period.
4.7 The Agent cannot guarantee that the cost of racecourse entry, for Leaseholders on race day can be covered for all Leaseholders or that all Leaseholders will have access to the parade ring or other facilities/benefits reserved for owners. Most racecourses restrict the number of free owner passes and parade ring access to a maximum number of owners. In the event, that the demand exceeds supply, then Leaseholders with the largest share holding for that horse will receive priority for owner passes. Any stalemate will be resolved by the Agent holding a draw for the owner passes. The Agents decision will be final in this matter.
4.8 Other hospitality events and trainer yard visits may be organised at the discretion of the Agent. Any additional cost to the Leaseholders will be communicated and must be paid by Leaseholders, in advance, to the Agent.
4.9 Race prizemoney, less any deductions (i.e. for the trainer, jockey, groom and supplementary expenses), shall be distributed by the Agent, to the Leaseholders Equideq accounts within 30 days of receipt of the prizemoney. The prizemoney amount, paid to a Leaseholder will be directly proportional to a Leaseholders percentage share holding in the horse AT THE TIME THE HORSE GOES TO POST.
4.10 Leaseholders shall not be entitled to:
a Any Breeders’ Prizes or other income which is due to the breeder of the horse
b Any stud fees or income relating to any breeding arrangement involving the horse
c Any income or interest in any progeny of the horse
d Any proceeds arising from the sale of the horse
e Any income arising after the termination or expiry of the lease period
f Any owner’s premium or bonus earned by the Original Lessor
4.11 There are no guarantees that a horse will ever race or win prizemoney. Where a horse fails to meet the expectations in its racing career, or fails to be raced, the Leaseholders shall not be entitled to any refund.
4.12 Leaseholders will be expected to behave in a respectful manner and in accordance with the rules of any racecourse, trainer or premises on race days, yard visits or hospitality outings, respectively. Any Leaseholders found to be in breach of these rules may be subject to disciplinary action and may be removed from the Group at the discretion of the Agent in accordance with Section 7.3.
5 PAYMENTS, TAXES & CHARGES
The following payments, taxes and charges are payable to Equideq for the provision of the technology and service to facilitate the sale and management of shares, in accordance with the Equideq Terms of Service which are expressly incorporated.
5.1 There is no charge for submitting or cancelling a reservation in a planned offering.
5.2 Unless indicated otherwise, the cost of a single Opex Share is displayed as the Opex. Where VAT applies on the operational expenses, then the Opex displayed will be inclusive of VAT. The displayed Opex excludes the taxes and charges payable to Equideq. The taxes and charges payable to Equideq are displayed on the order form prior to submitting an order.
5.3 There is a transaction charge, payable by the Lessee to Equideq, of 4% of the Opex, for the purchase of an Opex Share in an initial offering. This is a once off charge. This transaction charge is also subject to VAT. Payment will be debited from the Lessee Equideq account. Transaction charges, payable between the Original Lessor and Equideq are agreed separately.
5.4 There is a subscription charge, payable by the Lessee to Equideq, of 4% of the Opex that is deducted at the time of purchase of the Opex Share in an initial offering and on the exchange. This is a once off charge for the remaining lease period. This subscription charge is also subject to VAT. Payment will be debited from the Lessee Equideq account. Subscription charges, between the Agent and Equideq are agreed separately.
5.5 There is a transaction charge, payable by the Lessor to Equideq of 8% for the sale of an Opex Share on the exchange. There is a transaction charge, payable by the Lessee to Equideq of 4% for the purchase of an Opex Share on the exchange. These transaction charges are also subject to VAT. Payment will be debited from the Lessor Equideq account and the Lessee Equideq account. Transaction charges, payable between the Agent and Equideq, and the Original Lessor and Equideq are agreed separately.
5.6 Any purchase or sale of racing lease shares on the Platform is final and non-refundable. There will be no reimbursement of the above payments, taxes and charges, should a Leaseholder have their account terminated or their lease share ownership terminated for breach of this Agreement in accordance with Section 7.3.
6 OTHER RESPONSIBILITIES
6.1 The Lessee is responsible for ensuring that they complete their own research and apply their own due diligence in the research of the horse in advance of purchasing racing lease shares. Equideq does not provide legal, financial or tax advice of any kind. If you have any questions with respect to legal, financial or tax matters relevant to your interactions with the Platform, you should consult a professional adviser.
6.2 The role of Equideq in this Agreement is limited to the provisions of the technology and service (as per the Equideq Terms of Service) to facilitate the sale and management of racing lease shares between the Lessor, the Lessee, and the Agent. Equideq is otherwise not a party to this Agreement. Equideq is not responsible for any disputes, errors or omissions arising out of the sale or management of racing lease shares.
6.3 Compliance with applicable tax law is solely the responsibility of the Parties. Equideq takes no responsibility, and shall not be liable, for the deduction of any such taxes. It is the Parties sole responsibility to account for any taxes that may be payable to the appropriate authorities in respect of their own activity on the Platform.
6.4 The Agent is solely responsible for the management of the horse on behalf of the Group in accordance with Section 4 of this Agreement.
7.1 This Agreement will automatically terminate in the following circumstances:
i At the end of the lease period
ii On the death of the horse
iii If the Horse suffers an illness or injury which requires the Horse (in the reasonable opinion of the Original Lessor and the Agent after consultation with a qualified veterinarian) to cease being trained for the remainder of the lease period
iv On the sale of the horse
7.2 On early termination of this Agreement, the Agent will reimburse the Leaseholders any outstanding Opex value that may remain (less any amounts owed and not yet paid by the Leaseholders).
7.3 The Agent may terminate this Agreement at any time upon giving notice to any Lessor, Lessee or Leaseholder who commits a material breach of the Agreement. Any Lessor, Lessee or Leaseholder who commits a material breach of this Agreement will forfeit their lease shares and will not be entitled to any refund or re-imbursement. Any final decisions are at the discretion of the Agent.
7.4 The Parties understand and agree that their access and continued use of the Platform, is only permitted, subject to adherence to the Equideq Terms of Service which is available at www.equideq.com/legal
8.1 The Original Lessor warrants that they are the sole legal and beneficial owner of the horse and have the right and authority to lease out shares in the horse and perform its obligations under the Agreement.
8.2 The Original Lessor warrants that all horse details and pedigree information provided is accurate as per the horse passport and Weatherby registration details.
8.3 The Original Lessor warrants that, to the best of their knowledge, the horse is suitable for the purpose of racing; further, that all relevant conditions of the horse, both physical, mental and/or behaviour specific, which would be relevant to use for the stated purpose and which are known or reasonably known, have been fully disclosed by the Original Lessor to the Lessees prior and/or during the initial offering.
8.4 The Agent warrants that, first and foremost, they will immediately disclose to the Leaseholders, any information that comes to light regarding an alteration in the condition of the horse, both physical, mental and/or behaviour specific, which would be relevant to use for the stated purpose of racing.
8.5 All Parties warrant, that they will not utilise any inside information related to the health or performance of the horse, that they may possess or acquire, to the detriment or unfair advantage of others.
8.6 The Lessee warrants, that in purchasing racehorse lease shares, they fully understand the associated risks and financial obligations, that racehorse lease ownership is for personal entertainment only and cannot be considered an investment. They also understand that the purchase of lease shares on the Platform is final and non-refundable.
9 LIMITATIONS AND EXCLUSIONS OF LIABILITY
9.1 The Lessee agrees to fully indemnify and hold harmless, the Lessor, the Agent and Equideq against any financial losses or associated damages, either direct or indirect, which they may sustain as a result of the purchase of racing lease shares.
9.2 The Lessor, Lessee, Leaseholder, and the Agent understand and agree that the role of Equideq is to facilitate the sale and management of racing lease shares, on the platform, on a best effort basis only. The Lessor, Lessee, Leaseholder and the Agent agree to indemnify and hold harmless Equideq from all responsibility for any negative impact, either direct or indirect, either now or in the future, resulting from any action or inaction from the sale or management of shares and all other services and/or technology provided by Equideq.
If at any time one or more of the provisions of this Agreement becomes invalid, illegal or unenforceable under Irish law or is held by an Irish court to be invalid, illegal or unenforceable, then the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.
11.1 Any dispute, arising out of the order and purchase of lease shares as part of an initial offering, is between the Original Lessor and the Lessee and Equideq shall not be liable to the Original Lessor or the Lessee in connection therewith.
11.2 Any dispute, arising out of the buying of lease shares and the selling of lease shares on the exchange is between the Agent and the Lessee and the Agent and the Lessor respectively. Equideq shall not be liable to the Agent and the Lessee or the Agent and the Lessor in connection therewith.
11.3 Any dispute related to the management or racing of the horse is between the Leaseholder(s) and the Agent and Equideq shall not be liable to the Leaseholder(s) or the Agent in connection therewith.
12 LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with laws of the Republic of Ireland. The courts of the Republic of Ireland shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
13.1 Equideq reserves the right to change these terms and conditions, in accordance with the Equideq Terms of Service, at any time subject to notice. In the event that any changes are made, the revised terms and conditions shall be posted on the Platform at www.equideq.com/legal
13.2 These terms and conditions were last updated on the 8th February 2021.
15 GENERAL PROVISIONS
15.1 The terms outlined in the horse prospectus on the Platform, at the time of sale are expressly incorporated.
15.2 All disclaimers, indemnities and exclusions in this Agreement shall survive termination of this Agreement for any reason.
By clicking the “I Agree” button or using the Platform for either the reserving, ordering, purchasing, selling, management or trading of lease shares, then the Parties are agreeing to be bound by this Agreement and the Equideq Terms of Service which is expressly incorporated.