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Agreement for the Racing Manager Affiliate Scheme

This Agreement contains the complete terms and conditions that apply to an individual's participation in the Racing Manager Affiliate Scheme promoted by Northgate Lodge Stud Limited (the "Scheme"). As used in this Agreement, "we" means Northgate Lodge Stud Limited, and "you" means the applicant. "Site" means a World Wide Web site and refers to Racingmanager.co.uk located at the URL www.racingmanager.co.uk, owned and operated by Northgate Lodge Stud Limited.

Joining the Scheme
To join the scheme, you will send an application form (available on our site and also by post) We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application at our sole discretion. You should also note that if we accept your application and it is thereafter determined (at our sole discretion) you are unsuitable for the Scheme, we may terminate this Agreement.

Horse Share Sales and Processing
We will process all horse share sales for customers who apply in the prescribed manner as determined by Northgate Lodge Stud Limited . We reserve the right to reject horse share sales that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of registrations and among other things, we will process payments, cancellations, refunds and handle customer service. We will track the sales made to customers who purchase horse shares which originate from Affiliates and will make available to you reports summarising this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion. Our preferred reporting method is via the Account Management page of our website.

Referral Fees
We will pay you (in accordance with the schedule below) referral fees on horse share sales to third parties. For a horse share sale to be eligible to earn a referral fee, the customer must apply in the appropriate manner as determined by Racing Manager and Northgate Lodge Stud Limited.

You may not directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or awarding of any benefits) for purchasing a horse share. If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement.

Referral Fee Schedule
You will earn referral fees based on qualifying revenues according to referral fee schedules established by us. Qualifying revenues only commence when shares totalling 25% horse shares have been sold or 5 individual memberships for the Racing Club. The current referral fee schedule is:

    10% of the share price for each horse share sold providing the minimum level of 25% of share sales has been attained

    10% of the basic training fee per month (as charged by Northgate Lodge Stud Ltd at their sole discretion) pro rata per horse share sold, providing the minimum level of 25% of horse share sales have been attained. This referral fee will be paid for a maximum of 12 months and will only apply as long as the related horse remains in training. This to be determined at the sole discretion of Northgate Lodge Stud Limited

    £10.00 per Racing Club Membership Fee providing the minimum of 5
    memberships has been attained. Referral Fees will also be paid at the same
    rate should the same annual membership be renewed for a further term upon its expiry. A renewal will count as 1 membership towards the minimum qualifying level of 5

Referral Fee Payment
We will pay you referral fees on the following basis. Approximately 30 days following the end of each calendar month, we will send you a cheque for the share sale & racing club referral fees based on your qualifying revenues.

The monthly referral fees related to training will be paid annually on or about 15th December.

If under exceptional circumstances a payment that generated a referral fee is returned unpaid or refunded to the customer, we will deduct the corresponding referral fee from your next payment. If there is no subsequent payment, we will send you an invoice for the referral fee.

We reserve the right to make deductions from the Referral Fees due where advised to do so by HM Revenue & Customs. We have sought their guidance on the Racing Manager affiliate scheme. Where Referral Fees are paid without deductions it will be the sole and absolute responsibility of you the applicant to pay any sums subsequently falling due or becoming payable to HM Revenue & Customs.

Policies and Pricing

All horse shares are sold for leisure and enjoyment purposes only, not investments and should not be marketed or promoted as such. Customers who purchase horse shares through the Racing Manager Scheme will be deemed to be customers of Northgate Lodge Stud Limited. Accordingly, all Northgate Lodge Stud Limited rules, policies, and operating procedures concerning customer purchases, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for horse shares sold under this Scheme in accordance with our own pricing policies. Only these prices may be included in price information in your descriptions and promotional material     

Identifying Yourself as an Affiliate

You may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement

Northgate Lodge Stud Ltd must approve all promotional and advertising material prior to publication

We explicitly prohibit all promotion methods which could be identified as SPAM (Unsolicited email or otherwise). Such practices will result in an immediate termination of this agreement and a possible withhold of the referral fees at our sole discretion.

Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Scheme application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of the Racing Manager and Northgate Lodge Stud Limited trading names, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Scheme. You are only eligible to earn referral fees on horse share sales occurring during the term, and referral fees earned after the date of termination will remain payable only if the related sales are not cancelled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Scheme rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE SCHEME FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether in your promotional material or otherwise, that would reasonably contradict anything in this section.

Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or the Scheme, even if we have been advised of the possibility of such damages.
Further, our aggregate liability arising with respect to this Agreement and the Scheme will not exceed the total referral fees paid or payable to you under this Agreement.

Disclaimers
We make no express or implied warranties or representations with respect to the Scheme or any horse shares sold through the Scheme (including, without limitation, warranties of fitness, merchantability, non infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. This includes the Managers Area and Account Management sectors.

Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE RACING MANAGER AFFILIATE SCHEME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Miscellaneous
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding
on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.