These are the terms and conditions on which we, Amalgamated Racing Limited, will supply our TurfTV service to you, our customer.

1 DEFINITIONS
1.1 In this document and in the Sales Order Acknowledgement:
(a) Charges means the annual subscription charges which are payable by you to us under a contract as set out in the relevant SOA;
(b) Contract means the contract for the supply by us to you of hardware (with any resident software) and/or services set out in an SOA, which is created between us and you when you sign and return to us the relevant SOA;
(c) Digibox means an authorised satellite decoder using Sky’s digital conditional access (encryption) system or any other satellite decoder (whether using the Sky conditional access system or not) which AMRAC may supply from time to time;
(d) Extended Installation means a chargeable non standard installation of Hardware at the Site to receive the Service;
(e) Hardware means the items of hardware and other equipment (if any) (including without limitation any satellite dishes, Digibox, aerials and decoders) to be supplied by us to you under a Contract (as set out in the relevant SOA);
(f) Installation means the standard installation of Hardware at the Site to receive the Service. Standard installation does not include the use of specialised equipment such as cherry pickers, scaffolding or other specialised requirements to effect an install, nor does it include extended cabling runs of more than 10 metres;
(g) LBO means:
(i) any licensed betting office in the UK; and
(ii) any lawful betting or bookmaking business in the Republic of Ireland in which betting is conducted between a business and its customers through physical premises;
(h) Levy means the amount charged by the Levy Board on the gross win generated by betting companies on British horseracing pursuant to the Betting, Gaming and Lotteries Act 1963 (as amended by the Horserace Totaliser and Betting Levy Boards Act 1972 and the Horseracing Betting Levy Act 1981);
(i) Levy Board means the Horserace Betting Levy Board (or any successor organisation);
(j) SOA means, in relation to each Contract, the Sales Order Acknowledgment issued by us and signed by you setting out the details of the hardware (with any resident software) and services to be supplied by us to you under that Contract;
(k) Service means the data and audio visual subscription service supplied by us entitled Turf TV and consisting on the date hereof of Coverage of horse races from the 31 Turf TV racecourses listed in Schedule 1 hereto.

A program of (i) horse races from the South African racecourses listed in Schedule 2 hereto, and a program of (ii) horse races and dog races from the virtual racecourses listed in Schedule 3;
(l) Site(s) means, in relation to each Contract, the sites specified in the relevant SOA at which Hardware is to be delivered and installed and to which the Service is to be supplied;
(m) Term means, in relation to a Contract, the period commencing on the start date which is specified in the relevant SOA and ending on the end-date which is specified in the relevant SOA or on such earlier termination date as may apply under the terms of this document;
(n) we or us means Amalgamated Racing Limited;
(o) you means, in relation to each Contract, the Customer identified in the SOA which relates to that Contract;

2 GENERAL
2.1 The SOA and these terms and conditions together form the contract between us. When you sign and return to us an SOA (and not under any other circumstances) a Contract is created between us for the supply by us to you of the Service and/or Hardware identified in that SOA on the terms and conditions set out in this document and in the SOA itself (“the Contract”).
2.2 All Contracts for the supply by us of Hardware, Installation, Extended Installation and the Service are subject to these terms and conditions, which apply to the exclusion of any terms and conditions contained in any order or other document submitted by you.
2.3 You can contact us at Amalgamated Racing Customer Services, Friary House, Station Road, Godalming, Surrey GU7 1EX , email sales@amalgamatedracing.com or call 01483 524531.
3 SERVICE
3.1 We shall, subject to you complying with your obligations to us, supply the Service to you at the Sites within a reasonable time after the commencement of the Term.
3.2 You are licensed to use the Service only for the purpose of displaying the pictures, data and audio components of the Service (subject to clause 3.4 below, if applicable) in LBOs which are operated by you on a screen or screens (or, as the case may be, on audio equipment) visible (or audible) to customers or employees of your LBO business operated from that LBO.
3.3 The number of LBOs in which you may display the Service (or any part of it) is limited to the total maximum number specified in the SOA.
3.4 If your LBO business is located in the Republic of Ireland you are licensed only to receive the pre-race and raceday data included in the Service, subject to your compliance with the obligations set out in clause 6 below.
3.5 You acknowledge that the Service may contain visual images, audio and/or information in which the intellectual property rights are vested in a third party. Accordingly you shall not modify, remove or obscure any third party copyright notices or other intellectual property notices which may be included in the Service.
3.6 You acknowledge that you are licensed to use the Service only as expressly set out in this document and not further or otherwise.
3.7 The Service is provided “as is” and without any warranty of any kind as to its content or format. We do not warrant that the supply of the Service will be uninterrupted or error free, or that the content of the Service will be accurate.
4 HARDWARE
4.1 Provided that you have complied with your obligation under clause 4.3(h) we shall deliver, an Installation, and commission any Hardware specified in the SOA to no additional charge to you.
4.2 Title to all Hardware is, and shall at all times remain, vested in us. Risk in Hardware passes to you on delivery to the relevant Site.
4.3 You shall:
(a) not sell, assign, sub-let, pledge or part with possession or control of or otherwise deal with the Hardware or any interest in it nor purport to do any of such things nor create or allow to be created any mortgage, charge, lien or other encumbrance on the Hardware;
(b) not, and shall not permit any third party to, damage the Hardware or attach the Hardware to any other equipment or create any electrical connection between any item of the Hardware and any other equipment without our prior written consent;
(c) not change, remove or obscure any labels, plates, insignia, lettering or other markings which are on the Hardware at the time of installation thereof or which may after installation be placed on the Hardware by us or by any person authorised by us;
(d) do all things reasonably necessary to protect and defend our title to the Hardware against all persons claiming against or through you and shall use all reasonable endeavours to keep the Hardware free from distress, execution or any other legal process, and shall immediately give us notice of any claim or threatened claim to the Hardware by any third party;
(e) not move or relocate the Hardware without our prior written consent;
(f) permit us and any person authorised by us at all reasonable times to have access to the Site(s) (or such other place where the Hardware may be situated) for the purpose of inspecting and examining the condition of the Hardware;
(g) pay to us all costs and expenses (including legal costs on a full indemnity basis) incurred by us or on our behalf in ascertaining the whereabouts of the Hardware or repossessing it by reason of a breach by you of any term of any Contract and of any legal proceedings taken by us or on our behalf to enforce any provision of any Contract;
(h) obtain all necessary licences, permits and permissions (including planning permissions) for the installation and use of the Hardware and not use the Hardware or permit it to be used contrary to any law or any regulation or bye-law in force from time to time;
(i) indemnify us against all claims and demands made upon us (so far as the same are not covered by insurance) by reason of any loss, injury or damage suffered by any person arising directly or indirectly out of the presence, control or use of the Hardware save where such damage loss or injury arises from our negligence or breach of contract;
(j) ensure that proper environmental conditions are maintained for the Hardware in accordance with the relevant specifications and shall maintain in good condition the accommodation of the Hardware, the cables and fittings associated with it and the electricity supply to it;
(k) not make any modification to the Hardware without our prior written consent;
(l) keep and operate the Hardware in a proper and prudent manner in accordance with the manufacturer’s operating instructions and good housekeeping practice and ensure that only competent trained employees (or persons under their supervision) are allowed to operate the Hardware;
(m) ensure that the external surfaces of the Hardware are kept clean and in good condition; and
(n) not attempt to adjust, repair or maintain the Hardware and shall not request, permit or authorise anyone other than us to carry out any adjustments, repairs or maintenance of the Hardware.
4.4 The Hardware is entirely at your risk whilst it is located at the Site(s) and you alone will be responsible for any loss of, or damage to, the Hardware whilst it is located at the Site(s) whether resulting from your breach of contract, negligence or otherwise. You will inform us immediately upon becoming aware or any loss or damage to the Hardware and you will be responsible for our costs of repairing or replacing any item of Hardware which is lost, damaged or destroyed (excluding fair wear and tear).
4.5 Upon termination of any Contract (for whatever reason) your right to use the Hardware which is the subject of that Contract shall immediately automatically terminate, and you shall immediately re-deliver possession of the Hardware in good order, repair and condition to us and you shall, for that purpose, give us access to the Sites or any other place where the Hardware may be located (and you hereby irrevocably licence us, our employees and agents to enter upon any such premises for such purpose upon reasonable prior written notice).
4.6 The Hardware may contain or include software owned by us or by third parties (the Software) which enables the Hardware to operate in accordance with its specification. All Software (and any manuals, specifications and user documentation relating to the Software and/or Service which we may supply to you from time to time) (which are referred to in this clause as the Information) and all intellectual property rights in and to the Information are, and shall remain, vested in us or in the relevant third party. You will at all times (notwithstanding the termination of any Contract):
(a) take all reasonable steps to maintain the confidentiality of the Information;
(b) ensure that, unless we give you prior written consent, neither you nor any of your personnel from time to time having access to the Information, copies or duplicates the Information or any part of it, divulges or makes and disclosure relating to any part of the Information to any third party (whether during or after their employment by you);
(c) maintain adequate security measures to safeguard the Information from theft and from access by any person other than your employees in the normal course of their employment;
(d) except as expressly permitted under section 50B of the Copyright, Designs and Patents Act 1988 not copy, alter, modify or adapt the Information in any way whatsoever, or permit the Information to be combined with or to become incorporated into any other programs unless the combination is carried out by us, or decompile or disassemble the executable code version of any Information, or attempt to do any of these things;
(e) in particular, not (and you will use your best endeavours to ensure that no person other than our personnel will) access, use, copy, alter, modify or adapt any source code version of Software that we may install on equipment at the Site(s);
(f) promptly bring to our attention any infringement of our rights in, or any unauthorised use of the Information, of which you become aware.
4.7 To the extent that we own the intellectual property rights in any of the Software we licence you on a non-exclusive, non-transferable basis to use such Software only in conjunction with the relevant Hardware and solely for the purpose of enabling the relevant item of Hardware to function in accordance with its specification. The use of Software in which the intellectual property rights are owned by the third party is governed by the relevant third party licence terms which you agree to comply with.
5 PRICES & PAYMENT
5.1 The Charges payable by you to us are as set out in the SOA.
5.2 The Charges set out in an SOA are exclusive of VAT, which is payable by you, in addition to the Charges at the rate prescribed from time to time.
5.3 All Charges are inclusive of the costs of delivery and Installation.
5.4 Extended Installation(s) shall be charged on an individual basis.
5.5 We will invoice you in respect of all Charges under a Contract at the times, and in the manner, set out in the relevant SOA.
5.6 You shall pay all our invoices without regard to any set-off or counterclaim in immediately available funds not later than 30 days after the date of invoice and, in any event, prior to the period for the supply of the Service to which the invoice relates. Without prejudice to our other rights and remedies, we may charge interest on amounts which you have not paid when they are due, at the rate of 4% per annum above HSBC Bank Plc base rate (varying) from the due date of payment to the actual date of payment, whether before or after judgement.
5.7 The Charges payable by you to us may be increased from time to time by the greater of the previous year’s annual CPI increase or 3%, which may be applied at our sole discretion once in each year of the Term.
5.8 We reserve the right to change the Service from time to time. Where we do change the Service (whether by introduction of new racecourses, additional content or any other enhancement) we reserve the right to require you to pay incremental Charges in respect of the changed Service.

6 CUSTOMER OBLIGATIONS
6.1 You shall not:
(a) copy, redistribute, relay, communicate, transmit, record, retransmit or make available the Service or any part of it to any third party, or use the Service or any part of it for the benefit of, or on behalf of, any third party (other than the customers of your business operated from LBOs which are licensed to use the Service in the manner contemplated by the Contract);
(b) include the Service or any part of it on any website or other interactive service;
(c) sell or provide any data comprised in the Service for commercial use to any third party;
(d) produce, re-produce, supply or otherwise exploit any data, programme, service or content (whether audio or audio-visual or otherwise) using the Service or any part of it;
(e) sell, or make any charge for watching, the Service or any part of it;
(f) produce, provide, distribute or authorise any third party to produce, provide or distribute by any means any part of the Service or any off-tube commentary services relating to the Service; or
(g) use the Service other than as permitted under paragraph 3.
6.2 We may disable or alter remotely certain functions of your Digibox so as to prevent you from copying the Service and we may prevent you from receiving the Service if your Digibox allows copying of the Service or any part of it, which we are bound by contract to prevent.
6.3 You confirm that you are either:
(a) the operator of an LBO in the United Kingdom and that you pay the Levy; or
(b) the operator of an LBO in the Republic of Ireland.
6.4 You shall, during the Term, pay (and continue to pay) all third party fees and charges (including, where appropriate, the Levy(or any substitute) and any data licence fees), and shall maintain all licences, permissions and authorisations (including any applicable data licence), which are in each case necessary for you to be entitled to receive and use the Service and you shall indemnify us against any failure by you to comply with this obligation. Any failure by you to comply with this clause shall be treated as a serious breach of a Contract for the purposes of clause 10.4(a).
7 LIMITATION OF LIABILITY
7.1 We are not liable under any Contract for:
(a) any fault in any hardware or other equipment which was not supplied by us;
(b) any fault which arises as a result of any modification or tampering with your viewing card, your negligence or failure to comply with your obligations or follow our reasonable instructions; or
(c) any fault which arises from the use of a viewing card with any decoding apparatus we do not authorise.
7.2 Except as expressly set out in this document, all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law or otherwise howsoever are excluded to the fullest extent permitted by law.
7.3 Nothing in this document excludes or limits our liability in respect of death or personal injury caused by our negligence or any other liability which may not be limited or excluded under applicable law.
7.4 Except as provided in clause 7.3 in no event are we liable to you for loss of, incorrect, or spoiled, data or information, loss of profits or contracts or anticipated savings or any indirect or consequential loss, whether arising from negligence, breach of contract or howsoever.
7.5 Except as provided in clause 7.3 our total liability for any loss or damage arising out of or in connection with any Contract, whether in contract, tort (including negligence) or otherwise howsoever, is limited in each calendar year to the amount paid by you to us under that Contract in that calendar year.
7.6 The provisions of this clause 7 shall survive the termination of any Contract for whatever reason.
8 FORCE MAJEURE
8.1 We will not be under any liability whatsoever for non-performance of our obligations or failure to provide the Service caused by or resulting from any circumstances beyond our reasonable control (including, without limitation, power supply failure, telecommunications failure, lock-outs, strikes or other industrial actions, acts, restrictions, regulations, bye-laws, refusals to grant licences or permissions, prohibitions, or measures of any kind on the part of any local, national or governmental authority, court proceedings or ensuing enforcement action which can be reasonably interpreted as prohibiting the sale, supply or use of any part of the product or information or the Service under the Gaming Act 1968 the Betting Gaming Lotteries Act 1963 or the Gambling Act 2005). If any circumstances prevent due performance of our obligations then performance of those obligations is suspended for the duration of the circumstances. If such circumstances make it impossible within a reasonable time for us to wholly or substantially to perform our obligations to you under any Contract then either of us may terminate the Contract in question by giving notice in writing to the other party. In such circumstances we shall not be liable to you by reason of such termination and you agree to pay any of our invoices that are outstanding under the Contract. Notwithstanding the foregoing, you will only be liable for subscription Charges due to the date of termination.
9 ASSIGNMENT AND SUB-CONTRACTING
9.1 You will not assign or otherwise transfer the whole or any part of the Contract without our prior written consent.
9.2 We may engage the services of sub-contractors to perform any of our obligations to you.
10 TERM, TERMINATION AND OTHER REMEDIES
10.1 Each Contract will continue until the end of the Term (as set out in the SOA) unless it is terminated according to the provisions below.
10.2 We may suspend our performance of any Contract, or any part thereof, whilst you are in default of any of your obligations under that, or any other Contract including (without limitation) your payment obligations.
10.3 We may also by notice to you terminate any Contract immediately if you do not pay any sum due to us under that, or any other, Contract and that sum remains unpaid for 14 days after we give you notice that the sum has not been paid and refer expressly to our right to terminate under this clause.
10.4 Either of us is entitled by notice to the other to terminate a Contract immediately if the other:
(a) commits a serious breach of any term of that Contract and fails within 14 days after having been given notice by the other party of the breach and referring to this clause to remedy the breach (in the case of a breach capable of remedy) or to tender to the other party reasonable compensation for the breach (in the case of a breach not capable of remedy); or
(b) being a company presents a petition or has a petition presented for its winding-up or convenes a meeting to pass a resolution for voluntary winding-up or has a receiver or administrator or administrative receiver appointed of all or any part of its assets or undertaking or calls a meeting of, or enters into any composition or arrangement with, its creditors or ceases to carry on business; or
(c) being an individual dies or being a partnership or firm is dissolved or in either case commits any act of bankruptcy or has a bankruptcy petition issued or receiving order made against it or negotiates for or enters into any composition or arrangement with or assignment for the benefit of its creditors.
10.5 The rights set out in this clause 10 are without prejudice to any other rights or remedies which either of us may have against the other and any rights or liabilities which have accrued prior to termination. In addition, termination of a Contract does not affect any obligations that expressly or by implication are intended to come into or continue in force on or after that termination.
10.6 We will not refund any subscription Charges or other payments made under this Contract if we end this Contract because you have breached the Contract.
11 CONFIDENTIALITY
11.1 Each party shall, and shall procure that its officers and employees shall, keep confidential all commercially sensitive information relating to the other party (and the other party’s business affairs) that it obtains in connection with this Contract or the negotiations leading up to it (including, in particular, the terms of this Contract and the amounts payable by you to us under the provisions of this Contract).
11.2 You acknowledge that the commercially sensitive information to be supplied in connection with this Contract (including the terms of this Contract and information relating to the Charges for the Service) are confidential and that, as a result, our business could be seriously damaged if such terms were disclosed to any third party and ceased to be confidential. Accordingly without prejudice to any other rights or remedies which we may have, you acknowledge that damages alone would not be an adequate remedy for any breach by you of the provisions of this clause 11 and that we shall be entitled without proof of special damages to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this clause 11.
12 NOTICES
12.1 All notices to be given under any Contract must be in writing in English and left at or sent by first class registered or recorded delivery mail or fax to the address of the recipient in the SOA or such other address as the recipient may have communicated to the sender from time to time for the giving of notices. Any notice is treated as having been given:
(a) where it is left at the addressee’s address, at the time it is left;
(b) where it is sent by mail, on the second working day after it has been properly posted;
(c) where it is sent by fax, on the first such working day after the day of transmission by the fax operator provided that the transmitting fax machine generates upon completion of the transmission a transmission report confirming that the notice has been duly transmitted without error to the addressee’s fax number.
13 GENERAL
13.1 No forbearance, delay or indulgence by either of us in enforcing our respective rights prejudices or restricts those rights and no waiver of any such rights or any breach of any contractual term is to be treated as a waiver of any other right or of any later breach
13.2 You acknowledge that in entering into a Contract you do not rely on any representation, warranty, collateral contract or other assurance of any person (whether party to that Contract or not) that is not set out in this document or the documents referred to in it. Each party waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance. The only remedy available to any party in respect of any representation, warranty, collateral contract or other assurance that is set out in this document or the relevant SAO is for breach of contract under the terms of the Contract in question. Nothing in this document shall, however, limit or exclude any liability for fraud.
13.3 Unless otherwise agreed, any time, date or period for delivery or performance by us that is agreed or set out in an SOA or in this document is approximate only and time shall not be of the essence as regards any such time, date or period or as regards any time, date or period which my be substituted for any of them in accordance with this document.
13.4 No variation of a Contract shall be effective unless it is in writing and is signed by, or by an authorised signatory on behalf of, each of the parties.
14 LAW
14.1 This Contract is governed by and construed in accordance with English law and both parties agree to submit to the exclusive jurisdiction of the English Courts.
14.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

Schedule 1

TurfTV racecourses

• Aintree
• Ascot
• Ayr
• Bangor
• Beverley
• Carlisle
• Cartmel
• Catterick Bridge
• Cheltenham
• Chester
• Epsom Downs
• Goodwood
• Hamilton Park
• Haydock Park
• Huntingdon
• Kempton Park
• Ludlow
• Market Rasen
• Musselburgh
• Newbury
• Newmarket
• Nottingham
• Pontefract
• Redcar
• Salisbury
• Sandown Park
• Thirsk
• Warwick
• Wetherby
• Wincanton
• York

Coverage

The TurfTV Coverage means the TurfTV courses in the BHA fixture list in any one year and on an average number of fixtures of 680. Where additional fixtures are added to the Coverage which were originally scheduled from non TurfTV courses, or additional fixtures are secured (to be added to the Coverage)by TurfTV racecourses then these additional fixtures may be charged incrementally on a pro rata basis.

Schedule 2

South African Racecourses

• Arlington
• Clairwood
• Fairview
• Flamingo Park
• Greyville
• Kenilworth
• Scottsdale
• Turffontein
• Vaal

Schedule 3

Virtual Racecourses

Horse Racing

• Ashdown Park
• Copella Park
• Happy Hill
• Kingswoode Green
• Newmarton Green
• Paradise Valley

Dog Racing

• Denby Green
• Rainham Park
• Shelvey Stadium
• Warcester Green