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Data Sharing Policy

THIS AGREEMENT is made on 2023 

PARTIES 

  1. RMG OPERATIONS LIMITED incorporated and registered in England and Wales with company number 04809913 whose registered office is at 71 Queen Victoria Street, London, United Kingdom, EC4V 4BE (“Racing TV“); and 
  1. KELSO RACES LIMITED incorporated and registered in England and Wales with company number SC014994 whose registered office is at The Racecourse, Kelso, Roxburghshire TD5 7SX (“Racecourse“). 

BACKGROUND 

  1. Both of Racing TV and the Racecourse have an interest in sharing Personal Data with the other on the terms set out in this Agreement to undertake direct marketing activities. 
  1. The parties agree to share the Shared Personal Data within the UK and ROI on the terms set out in this Agreement. 
  1. This is a free-standing Agreement that does not incorporate commercial business terms established by the parties under separate commercial arrangements.  

AGREED TERMS 

  1. INTERPRETATION 

The following definitions and rules of interpretation apply in this Agreement. 

  1. Definitions: 
  1. Adequacy Decision” means in respect of any country or territory, an applicable finding of adequacy under the relevant Data Protection Legislation. 
  1. “Agreed Purpose” has the meaning given to it in clause 3.4 of this Agreement. 
  1. “Agreement” means this Agreement. 
  1. Appropriate Safeguards” means such legally enforceable mechanism(s) for transfers of Personal Data, as may be permitted under Data Protection Legislation from time to time. 
  1. “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. 
  1. “Commencement Date” has the meaning given at the beginning of the Agreement. 
  1. “Consent Form Template” means either the Racecourse Consent Form Template or Racing TV Consent Form Template as the context requires. 
  1. “Data Protection Legislation” means  
  1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data. 
  1. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of Personal Data. 
  1. “Disclosing Party” means the party disclosing Shared Personal Data to the other party under this Agreement. 
  1. “EU GDPR” means the General Data Protection Regulation ((EU) 2016/679). 
  1. “Racecourse Consent Form Template” means the agreed form for obtaining Consent from Data Subjects who are registered members of the Racecourse to receive marketing communications from Racing TV. 
  1. “Racing TV Consent Form Template” means the agreed form for obtaining Consent from Data Subjects who are registered members or customers of Racing TV to receive marketing communications from the Racecourse. 
  1. “Receiving Party” means the party receiving Shared Personal Data from the other party under this Agreement. 
  1. “ROI” means the Republic of Ireland. 
  1. “Shared Personal Data” means the Personal Data to be shared by the Disclosing Party with the Receiving Party contemplated by clause 3.2 and as further detailed in Schedule 1 of this Agreement. 
  1. “Subject Rights Request” means the exercise by a Data Subject of their rights under the Data Protection Legislation. 
  1. “Term” has the meaning given to it in clause 2. 
  1. “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018. 
  1. Controller, Processor, Commissioner, Supervisory Authority, Data Subject, Personal Data, Consent, Process, and Processing shall have the meanings given to them in the Data Protection Legislation. 
  1. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement. 
  1. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules. 
  1. Unless the context otherwise, requires, words in the singular shall include the plural and in the plural shall include the singular. 
  1. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 
  1. Unless expressly provided otherwise in this Agreement, a reference to a legislation or legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision. 
  1. References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule. 
  1. Any words following the terms including, include, in particular or for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 
  1. In the case of any ambiguity between any provision contained in the body of this Agreement and any provision contained in the Schedules, the provision in the body of this Agreement shall take precedence. 
  1. A reference to writing or written excludes email. 
  1. COMMENCEMENT AND DURATION 

This Agreement shall commence on the Commencement Date and shall continue until 31 December 2028, unless terminated earlier in accordance with the terms of this Agreement (the “Term“).  

  1. PURPOSE 
  1. This Agreement sets out the framework for the sharing of Personal Data between the parties. It defines the principles and procedures that the parties shall adhere to and the responsibilities the parties owe to each other. 
  1. The Personal Data to be shared by each party with the other, shall be as described in Schedule 1 to this Agreement.  
  1. The parties consider this data sharing initiative to be necessary and proportionate to enable each party to transfer to each other the Shared Personal Data (the “Agreed Purpose“). The Parties further consider this initiative to be fair as it will benefit individuals and the parties and not unduly infringe the Data Subjects’ fundamental rights and freedoms and interests. 
  1. The parties shall not Process Shared Personal Data in a way that is incompatible with the Agreed Purpose. 
  1. COMPLIANCE WITH NATIONAL DATA PROTECTION LAWS 
  1. Each party must ensure compliance with applicable Data Protection Legislation at all times during the Term of this Agreement. 
  1. In the event the data protection law or approach to compliance of the UK and ROI conflict, the requirements of the country that necessitates stricter or additional requirements to protect Data Subjects’ privacy and Shared Personal Data shall be applied. 
  1. LAWFUL, FAIR AND TRANSPARENT PROCESSING 
  1. Each party shall ensure that it Processes the Shared Personal Data fairly and lawfully in accordance with this clause 5 during the Term of this Agreement. 
  1. Each party shall ensure that it has legitimate grounds under the Data Protection Legislation for the Processing of Shared Personal Data. 
  1. The parties each agree to provide such assistance as is reasonably required to enable the other party to comply with Subject Rights Requests within the time limits imposed by the Data Protection Legislation. 
  1. OBLIGATIONS OF THE DISCLOSING PARTY 
  1. Before the Disclosing Party shares the Shared Personal Data with the Receiving Party, the Disclosing Party shall ensure that it has obtained the Data Subject’s Consent, captured using the relevant Consent Form Template and:  
  1. that Consent has been obtained from the relevant Data Subjects to allow the Shared Personal Data to be used for the purposes of direct marketing in compliance with the Data Protection Legislation; and 
  1. effective procedures are in place to allow the Data Subject to withdraw consent for having their Shared Personal Data used for such direct marketing purposes. 
  1. The Disclosing Party shall, in respect of Shared Personal Data it shares with the Receiving Party, ensure that it provides clear and sufficient information to the Data Subjects, in accordance with the Data Protection Legislation under Article 13 EU GDPR or Article 13 UK GDPR (as appropriate) including around the transfer of Shared Personal Data to the Receiving Party for the Agreed Purpose should the Data Subject provide their Consent. 
  1. The Disclosing Party shall ensure that before sharing the Shared Personal Data, the Shared Personal Data is accurate and complete. 
  1. Shared Personal Data must be limited to the Personal Data described in Schedule 1 of this Agreement. 
  1. The Disclosing Party shall only provide the Shared Personal Data to the Receiving Party via an SFTP site.  
  1. THE OBLIGATIONS OF THE RECEIVING PARTY 
  1. The Receiving Party shall, in respect of the Shared Personal Data it obtains from the Disclosing Party, ensure that it provides clear and sufficient information to the Data Subjects, in accordance with the Data Protection Legislation under Article 14 EU GDPR or Article 14 UK GDPR (as appropriate), including around the purposes for which it will Process their Personal Data and the legal basis for such purposes of Processing. 
  1. The Receiving Party shall not retain or Process Shared Personal Data for longer than is necessary to carry out the Agreed Purpose. 
  1. Where a Data Subject intimates their withdrawal of consent to the Receiving Party, the Receiving Party shall within one month of receiving the notification, remove the Data Subject from its direct marketing database and not send any further direct marketing communications to the Data Subject from the Receiving Party. 
  1. INTERNATIONAL TRANSFERS 

Where the Receiving Party transfers the Shared Personal Data outside of the country in which the Shared Personal Data originated (UK or Ireland as applicable), the Receiving Party shall ensure that it complies with all relevant provisions of the Data Protection Legislation as regards international transfers of Personal Data. 

  1. RESOLUTION OF DISPUTES WITH DATA SUBJECTS OR THE SUPERVISORY AUTHORITY 
  1. In the event of a dispute, complaint or claim brought by a Data Subject or the Commissioner or a Supervisory Authority concerning the Processing of Shared Personal Data against either or both parties, the parties will inform each other about any such disputes, complaints or claims, and will cooperate with a view to settling them amicably in a timely fashion. 
  1. The parties agree to respond to any generally available non-binding mediation procedure initiated by a Data Subject or by the Commissioner or by a Supervisory Authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes. 
  1. Each party shall abide by a decision of a competent court or of the Disclosing Party’s country of establishment, or of the Commissioner or a Supervisory Authority having jurisdiction under the Data Protection Legislation. 
  1. WARRANTIES 
  1. Each party warrants and undertakes that it will Process the Shared Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments that apply to its Personal Data Processing operations. 
  1. The Disclosing Party warrants and undertakes that it is entitled to provide the Shared Personal Data to the Receiving Party, that the Consents meet the standard in Article 7 EU GDPR or UK GDPR (as applicable) and it will ensure that the Shared Personal Data is accurate. 
  1. Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the greatest extent permitted by law. 
  1. LIMITATION OF LIABILITY 
  1. Neither party excludes or limits liability to the other party for: 
  1. fraud or fraudulent misrepresentation; 
  1. death or personal injury caused by negligence; 
  1. a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or 
  1. any matter for which it would be unlawful for the parties to exclude liability. 
  1. Subject to clause 11.1, each party’s total liability to the other under this Agreement shall not exceed £250,000. 
  1. Subject to clause 11.1 (liabilities which cannot legally be limited), neither party shall in any circumstances be liable to the other whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for: 
  1. any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill; 
  1. loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or 
  1. any loss or liability (whether direct or indirect) under or in relation to any other contract. 
  1. Clause 11.3 shall not prevent claims, for: 
  1. direct financial loss that are not excluded under any of the categories set out in clause 11.3.1; or 
  1. tangible property or physical damage. 
  1. GENERAL 
  1. Third party rights. No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its provisions pursuant to the Contract (Rights of Third parties) Act 1999. 
  1. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 
  1. Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 
  1. Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this clause 12.4, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 
  1. No partnership or agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person. 
  1. Entire agreement. This Agreement constitutes the entire agreement between the parties on this subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement. 
  1. Force majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for sixty (60) days, the party not affected may terminate its involvement this Agreement by giving seven (7) days’ written notice to the affected party. 
  1. Notices. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by email to the email address set out below, by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). Where notice is given by email, it shall be sent to (i) clive.cottrell@racecoursemediagroup.com and legal@racecoursemediagroup.com for notices to RMG; and (ii) [racecourse email] for the notices sent to the Racecourse. Any notice shall be deemed to have been received: 
  1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;  
  1. if sent by email, at the time the email is sent provided that no error message indicating failure to deliver has been received by the sender; or 
  1. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service. 

Clause 12.8.2 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.  

  1. Governing law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.  
  1. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims), arising out of or in connection with this Agreement or its subject matter or formation. 

This Agreement has been entered into on the date stated at the beginning of it. 

 

  1.  
    Shared Personal Data Details 

Shared Personal Data 

The Racecourse shall provide to RMG the following Shared Personal Data Details on a daily basis: 

  • Completed Racecourse Consent Form  
  • Forename 
  • Surname 
  • Email Address 
  • RTV permission 
  • RTV permission date 
  • Creation Date/ Modified Date 
  • Additionally, the Racecourse shall provide the following data if collected:  
  • Title 
  • Phone numbers 
  • Postal Address and Postcode  

 

 

Racing TV shall provide the following Shared Personal Data to the Racecourse: 

  • Completed Racing TV Consent Form  
  • Forename 
  • Surname 
  • Email Address 
  • Racecourse permission 
  • Racecourse permission date 
  • Creation Date/ Modified Date 
  • Additionally, Racing TV shall provide the following data if collected:  
  • Title 
  • Phone numbers 
  •  Postal Address and postcode 
  •  
  1.  

Consent Form Templates 

Racecourse website opt in copy 

I would like to receive marketing messages from Racing TV, including free trials and special offers to watch live racing from Kelso and 61 other British and Irish racecourses 

 

Email Copy 

First Email (from RMG)  

You are receiving this email from Racing TV because you opted-in to do so when completing a form on the Kelso website.  Should you wish not to continue to receive exclusive offers and information on how to watch live racing, you can unsubscribe from this communication at the foot of this email.  

 

First Email (from the Racecourse)  

You are receiving this email from Kelso Racecourse because you opted-in to do so when completing a form on the Racing TV website.  Should you wish not to continue to receive communications from us, you can unsubscribe from this communication at the foot of this email.  

 

 

 

 

 

For Racing TV: __________________________________ 

Name 

__________________________________ 

Signature 

 

For KELSO RACES LIMITED: __________________________________ 

Name 

__________________________________ 

Signature