Trust Deed

This Trust Deed is made on 2011

Between:

1. The Sporting Exchange (Clients) Limited (company number 03994762) whose registered office is at Waterfront, Hammersmith Embankment, Chancellors Road, Hammersmith, W6 9HP (the Trustee, which expression shall include the trustee or trustees for the time being of this Deed); and
2. Betfair-Limited (company number 05140986) whose registered office is at Waterfront, Hammersmith Embankment, Chancellors Road, Hammersmith, W6 9HP (the Company).

Whereas

1. The Company and the Group Companies provide Betting Services to Customers. In order to use the Betting Services each Customer must contribute funds into the Trust which shall be held by the Trustee subject to the trusts, powers and provisions in this Deed.
2. Where any Customer is required under any applicable Terms and Conditions to pay Fees to the Company or to any Group Company or if a Chargeback is authorised by a Customer, the Trustee is required under the terms of the Trust to deduct an amount equal to the Fees payable or the amount of the Chargeback from any amount held in the Trust Fund and to pay the same to the Company and/or the Group Company to satisfy the obligations of the Customer to the Company and/or the Group Company or in Specified Circumstances to pay the same to the Banks to satisfy the obligations of the Company and/or the Group Company to the Banks.
3. The Trustee is also entitled under the terms of the Trust to pay any Interest and Other Amounts out of the Trust Fund to the Company and to the Group Companies.
4. This Deed confirms the terms on which the Trustee holds the Trust Fund on behalf of the Customers, the Company, the Banks, the Trustee itself and the Group Companies.

Now this deed witnesses and it is hereby agreed as follows:

1. Interpretation

   The following expressions shall have the following meanings respectively except where the context requires otherwise:

   Allotted Amount has the meaning given in clause 9.1;

   Amendment shall have the meaning set out in 22.1 of this Deed.

   Available to Bet balance means the aggregate amount each Customer is permitted to stake or offer to stake on a bet from time to time calculated in accordance with clause 9.2;

   Banks Banks means any Group Member of Royal Bank of Scotland Group plc together with such bank(s) as the Company and/or the Trustee may conduct merchant services business with from time to time and which are designated by written agreement between the Trustee on the one hand and the Banks for the time being on the other hand as a "Bank" for the purposes of this Deed;

   Bank's Share means the Banks' share in the Trust Fund as calculated in accordance with clause 7.3;

   Beneficiary means each or any of the Customers, the Company, the Trustee itself and the Group Companies and the Banks;

   Beneficiary's Share means the share each Beneficiary has in the Trust Fund which:

   1. in the case of a Customer, shall be the Customer's Share;
   2. in the case of the Company, shall be the Company's Share;
   3. in the case of a Group Company, shall be the Group Company's Share; and
   4. in the case of a Bank, shall be the relevant portion of the Banks' Share applicable to the specific Bank.

   Betting Losses means any amount lost on a settled bet by a Customer using the Betting Services;

   Betting Services means the betting and gaming facilities (including services in respect of the same) provided from time to time by the Company and by Group Companies;

   Betting Winnings means any amount won on a settled bet by a Customer using the Betting Services;

   Business Day means any day (other than a Saturday or Sunday) on which banks generally are open for the full range of banking business in the City of London;

   Chargebacks means any reversals on credit card payments requested by any Customer and processed by a Bank or any relevant third party;

   Company's Share means the Company's share in the Trust Fund calculated in accordance with clause 7.1;

   Current Exposure has the meaning given to this term in clause 9.2;

   Customer means any person who uses the Betting Services from time to time and who has entered into the applicable Terms and Conditions;

   Customer's Share means each Customer's share in the Trust Fund calculated in accordance with clause 4;

   Fees means any sums payable from time to time by a Customer to the Company and/or to any Group Company under any applicable Terms and Conditions in consideration of provision of the Betting Services and shall include, without limitation, sums payable for services, sums payable by way of commission on Betting Winnings and any rake;

   Group Company means:

   (a) a Group Member of the Company (excluding the Company) which provides Betting Services to Customers; and

   (b) Betfair Australasia Pty Limited (an Australian proprietary company with Australian Company Number 110084743) and its subsidiaries (as defined by section 46 of the Corporations Act 2001 (Cth)) for so long as Betfair Australasia Pty Limited or those subsidiaries provide Betting Services to Customers under agreements with the Company or any Group Company defined in subsection (a) above.

   Group Company's Share means the share of a Group Company in the Trust Fund calculated in accordance with clause 7.2;

   Group Member means in relation to a company that company and any company which is or becomes a holding company or subsidiary (as defined by s736 of the Companies Act 1985) or subsidiary undertaking (as defined by s1162 of the Companies Act 2006) or associate (as defined by s435 of the Insolvency Act 1986) of that company or holding company of that Company or any 50% or greater held joint venture company of such companies;

   Interest means:

   1. any interest earned on the Trust Funds as a result of depositing them in a bank account, money market account or deposit account; and
   2. any income or interest earned or payable on any Investment in which the Trust Funds are invested,

   in each case at any time received or receivable by the Trustee and forming part of the Trust Fund;

   Investment means money market bank deposits, certificates of deposit, corporate bonds, commercial paper denominated in sterling, interests or participations or commitments in a limited partnership or other collective investment scheme (including, in particular, money market funds), derivative Instruments (including futures, options and contracts for differences) entered into for hedging purposes, and such other categories of investment as may from time to time be agreed by the Trustee on the one hand and the Banks on the other hand as being suitable investments for the Trust Fund on the basis (among other things) that they are low risk in nature;

   Merchant Services Agreement means an agreement between the relevant Company and/or Group Company and a Bank under which the Bank agrees to acquire certain transactions relating to the Betting Services and to process them for clearing and settlement purposes;

   Other Amounts means any monies or other assets received or receivable by the Trustee (whether of a capital nature or otherwise) and forming part of the Trust Fund which are not part of a Customer's Share or Interest;

   Relevant Customer has the meaning given in clause 13;

   Shortfall has the meaning set out in clause 12.2;

   Specified Circumstances means the circumstances designated as such by written agreement between the Company on the one hand and the Banks on the other hand;

   Telephone Betting Service means the telephone betting service by which Betting Services are provided from time to time by the Company and by any Group Company;

   Terms and Conditions means any terms and conditions as amended from time to time between the Company and/or any Group Company and any other person governing that person's use of the Betting Services provided by that Company or the Group Company (as the case may be);

   Trust means the trust arrangement created pursuant to this Deed as amended from time to time;

   Trust Expenses means all costs, charges and expenses of and incidental to the administration, operation and determination of the Trust (including without limitation any remuneration of any Trustee) including expenses which the Trustee may incur in relation to the preparation of this Deed or the appointment of any joint trustee;

   Trust Fund means all property (including any cash) for the time being held by the Trustee under the Trust; and

   Website Facility means the website(s) provided from time to time by the Company and/or by Group Companies for provision of the Betting Services.

   1. 1.1In this Deed unless the context otherwise requires:-
      1. words importing the singular number alone shall include the plural number and vice versa;
      2. words importing any one of the masculine gender or the feminine gender shall include the other gender;
      3. person shall include any firm or body of persons whether corporate or unincorporated;
      4. references to any enactment shall be deemed to include references to such enactment as re-enacted or amended;
      5. references to clauses are to clauses of this Deed.
   2. 1.2Clause headings are for reference purposes only and shall not affect the construction or effect of any provision hereof.
   3. 1.3References to this Deed shall mean this document as amended or supplemented from time to time.

2. Declaration of Trust

   The Trustee hereby declares that it holds the Trust Fund on trust for the benefit of the Beneficiaries (each of whom shall have a beneficial interest in the Trust Fund in an amount represented by its Beneficiary's Share) subject to and in accordance with the provisions of this Deed.

3. Contribution of Funds

   1. 3.1Funds may be contributed by a Customer at any time. The instructions on how to contribute funds are set out in Schedule 1 to this Deed.
   2. 3.2Funds received into the Trust shall (without prejudice to the declaration of trust in clause 2) be held by the Trustee for (among other things) the purpose of providing security for any payment obligations the Customer may incur (to other Customers or otherwise) in connection with the Betting Services and, subject to clause 7.3, for the purpose of providing security for any obligation owed by a Group Company or the Company to the Banks under a Merchant Services Agreement.
   3. 3.3Each Customer will only be able to use Betting Services if he has sufficient Available to Bet balance held on his behalf by the Trustee to cover any exposure which may arise in connection with his use of the Betting Services.

4. Customer's Share

   1. 4.1Each Customer's Share in the Trust Fund from time to time shall, subject to clause 17.1 (g) , be an amount equal to the aggregate of all cleared funds received by the Trustee from that Customer together with an amount equal to the aggregate of any Betting Winnings of that Customer (provided that notification in respect of such Betting Winnings has been received in accordance with clause 10.1), less an amount equal to the aggregate of the following amounts:

      1. the aggregate of any sums withdrawn by and/or otherwise paid out to (and received by) such Customer pursuant to clause 11 of this Deed;
      2. Chargebacks initiated by such Customer;
      3. the aggregate of any Betting Losses of that Customer;
      4. the aggregate of any amounts paid or deducted from a Customer's Share pursuant to clause 6.1 in respect of Fees on behalf of that Customer; and
      5. the aggregate of any deductions or taxes required from time to time by law,

      in each case, from the time the Customer first paid funds into the Trust until the relevant time.

   2. 4.2It is solely the Customer's responsibility to account for any tax or duty that may be imposed on him as a result of placing bets.
   3. 4.3Each Customer's interest in the Trust Fund is solely an interest in a cash amount equal to the Customer's Share of that Customer. For the avoidance of doubt, no Customer shall have any interest or right in any assets in which the Trust Fund is invested by the Trustee from time to time in exercise of its powers under clause 17 below.

5. Interest and Other Amounts

   Customers are not entitled to receive any Interest or any Other Amounts. Interest and Other Amounts shall be held by the Trustee for the benefit of the Company and/or the Group Companies in such proportions as are agreed between them and notified to the Trustee from time to time. The Trustee shall be entitled to, and shall, pay Interest and any Other Amounts to the Company and/or Group Companies from time to time.

6. Fees

   1. 6.1The amount of any Fees payable by a Customer to the Company or to any Group Company under the relevant Terms and Conditions (which amount shall be notified to the Trustee by the Company or, as applicable, by the relevant Group Company) shall, upon such fees becoming due and payable, cease to be comprised in the Customer's Share of that Customer and shall instead be held on trust for the Company or for the Group Company (as the case may be).
   2. 6.2The Trustee shall pay to the Company and to any Group Companies amounts which are payable in respect of Fees to their accounts and otherwise on the basis notified by the Company or, as applicable, the relevant Group Company from time to time.
   3. 6.3Upon the Trustee holding the amount of any fee payment on trust for the Company or, as applicable, the relevant Group Company pursuant to clause 6.1, the Customer's obligation to pay the fees to which the payment relates shall be discharged.

7. Company's Share and Group Company's Share and the Banks' Share

   1. 7.1The Company's Share in the Trust Fund shall be comprised of the aggregate of the following amounts:

      1. any Fees held by the Trustee on behalf of the Company pursuant to clause 6.1;
      2. subject to clause 8, any Interest held on behalf of the Company pursuant to clause 5; and
      3. subject to clause 8, any Other Amounts held on behalf of the Company pursuant to clause 5,

      in each case, from time to time comprised in the Trust Fund, but for the avoidance of doubt shall not include the Customer's Allotted Amounts.

   2. 7.2Each Group Company's Share in the Trust Fund shall be comprised of any Fees held by the Trustee on behalf of the Group Company pursuant to clause 6.1 and, subject to clause 8, any Interest and/or Other Amounts held on behalf of the Group Company pursuant to clause 5.
   3. 7.3The Bank's Share in the Trust Fund shall be comprised of any Fees, Interest and Other Amounts (which includes the amount of all and any Chargebacks not paid to the Banks pursuant to clause 13) LESS any Trust Expenses.

   The Banks' Share shall be vested in and payable to the Banks in priority to the Company Share and the Group Company's Share as set out in Clause 7.1 and 7.2.

8. Trust Expenses

   The Trustee is entitled to deduct Trust Expenses from Interest and/or Other Amounts unless the Trustee decides to bear and does bear such costs, expenses and charges.

9. Placing Bets and Use of Betting Services

   1. 9.1If a Customer makes use of the Betting Services (whether by placing an offer to bet or accepting a bet or receiving services or otherwise) the Trustee shall hold such amount of that Customer's Share (the Allotted Amount) as the Company or, as applicable, the relevant Group Company, notifies it is necessary to cover the Customer's exposure (whether to other Customers or to the Company or to any Group Company) arising from the use of the Betting Services. A Customer may not withdraw any Alloted Amount except as provided for in clause 11.2.
   2. 9.2The Available to Bet balance of a Customer will be the Customer's Share reduced by the aggregate of that Customer's Allotted Amounts in each case, from time to time (the Current Exposure) unless the bet to which the Alloted Amount relates is cancelled or is voided, or the Customer wins the bet in which case such Alloted Amounts will form part of his or her Available to Bet balance and Customer's Share.

   3. 9.3The Trustee shall provide the Company and (if relevant) any Group Company with up-to-date details of each Customer's Current Exposure and Available to Bet balance in order that the Company and (if relevant) any Group Company can:

      1. determine whether the Customer is entitled to use the Betting Services in accordance with Terms and Conditions; and
      2. make such details available to the Customer on the Website Facility or provide these details to the Customer through a telephone operator.
   4. 9.4The Trustee shall maintain accurate records of each Beneficiary's Share and of each Customer's Current Exposure and Available to Bet balance at any given time which are capable of being produced promptly in writing.
   5. 9.5Each Beneficiary acknowledges that the Trustee's calculations of its Beneficiary's Share and (in the case of Beneficiaries who are Customers) of each Customer's Current Exposure and Available to Bet balance will be final and, in the absence of any manifest error, will not be subject to any enquiry or investigation.

10. Winnings and Losses

    1. 10.1The Trustee will transfer any Betting Winnings (subject to deduction of any Fees) or Betting Losses by way of addition to or deduction from the amounts representing each Customer's Share following receipt by it of a confirmation from the Company or from the Group Company (as the case may be) of a final result for each bet.
    2. 10.2The Trustee shall be entitled to transfer any amounts which are mistakenly credited or debited by the Trustee whether as Betting Winnings or otherwise to or, as applicable, from a Customer's Share to another Customer's Share in order to correct an error upon the error being noticed. Any Betting Winnings or any other amount mistakenly credited to a Customer's Share and subsequently withdrawn by that Customer will constitute a debt owed by that Customer to the Trustee in the amount of the wrongfully attributed sums and shall be paid by that Customer to the Trustee within a timescale reasonably requested by the Trustee.

11. Closure of Accounts and Withdrawal of Funds by Customers

    1. 11.1The Trustee has the right to close a Customer's account and to refund the Available to Bet balance to any Customer at any time in its absolute discretion and without any obligation to give prior notice to a Customer. The Trustee will only refund Alloted Amounts to a Customer to the extent that Customer would be able to withdraw them under clause 11.2.
    2. 11.2A Customer may at any time withdraw any amount from the Trust Fund up to the Available to Bet balance. A Customer may not withdraw Alloted Amounts unless the bets to which they relate have been cancelled, voided or settled in his or her favour. Any sums withdrawn by a Customer will be subject to such deductions as are required pursuant to the terms of this Deed.
    3. 11.3The procedure for withdrawal of funds is set out in Schedule 2 to this Deed. Any payment made by the Trustee in accordance with such procedures will discharge any obligations of the Trustee in respect of such payment.

12. Withdrawal of Funds by the Company and by Group Companies

    1. 12.1The Company or any Group Company may withdraw all or part of the Company's Share or the Group Company's Share (as the case may be) at any time by giving oral or written notice to the Trustee and payment in accordance with the terms of such notice shall discharge the Trustee's obligation in respect of such payment.
    2. 12.2In the event that the value of the assets within the Trust Fund falls below the aggregate of the values of each Customer's Share (a Shortfall), the rights of the Company and the Group Companies to withdraw assets pursuant to clause 12.1 shall be suspended until such time as the Shortfall ceases to exist.

13. Withdrawal of Funds by the Trustee

    Where any contribution of funds by a Customer (the Relevant Customer) into the Trust Fund is reversed by way of Chargeback and as a result the Trustee, the Company or relevant Group Company is legally obliged to repay an amount equal to such contribution, the Trustee shall in such circumstances withdraw funds from the Relevant Customer's Share for the purpose of funding the repayment to the relevant Bank and, to the extent insufficient funds are available to the Relevant Customer, the Trustee shall fund the balance of the repayment to the relevant Bank from the Company's Share and the balance shall constitute a debt owed by the Relevant Customer to the Trustee and shall be paid to the Trustee by the Relevant Customer within a timescale reasonably requested by the Trustee. For the avoidance of doubt, the Trustee may not withdraw any funds from the Trust Fund for the purpose of funding a Chargeback to the extent that such funds comprise funds of Customers other than the Relevant Customer.

14. Termination of Trust

    The Trustee may terminate the Trust at any time in its absolute discretion. Upon termination of the Trust, the Trust Fund shall be distributed in accordance with clause 15 below.

15. Distribution on Termination

    1. 15.1Upon termination of the Trust, distributions shall be made out of the Trust Fund in the following order of priority:

       1. first, in providing for all actual or contingent liabilities of the Trustee in respect of the Trust;
       2. secondly, to each Customer up to an amount equal to the Customer's Share
       3. thirdly, to the Banks up to an amount equal to the Banks' Share; and
       4. fourthly, to the Company and to each Group Company up to an amount equal to the Company's Share or to the Group Company's Share respectively.
    2. 15.2In the event of a shortfall of assets available for distribution to Customers, the Customers shall share in the shortfall in proportion to each of their shares in the Trust Fund.
    3. 15.3In the event of a shortfall of assets available for distribution to the Company and to Group Companies, the Company and the Group Companies shall share in the shortfall in proportion to each of their shares in the Trust Fund.
    4. 15.4In the event of a shortfall of assets available for the distribution to the Banks, the Banks shall share in the shortfall in such proportions and/or in such priority as shall be designated by written agreement between the Trustee on the one hand and the Banks' on the other hand. In the absence of any such agreement the Banks shall share available assets on a pro rata basis (i.e. equally in proportion to the sums due to them). Nothing in this Trust Deed entitles the Banks to any share of the Trust Fund that is in excess of that held on behalf of the Company and the Group Companies.

16. Instructions to the Trustee

    1. 16.1The Trustee shall be entitled to rely upon any directions or any instructions given or purported to be given by a Beneficiary, notwithstanding any error in transmission or that such directions or instructions prove not to be genuine, and (in the absence of manifest error, manifest fraud or manifest forgery) such directions or instructions shall be conclusively deemed to be valid directions or instructions from such Beneficiary to the Trustee for the purposes of this Deed provided that the Trustee may decline to act on any such directions or instructions where in the reasonable opinion of the Trustee they are insufficient, incomplete, inconsistent or not received by the Trustee in sufficient time to act thereon or in accordance therewith and provided further that the Beneficiary shall be responsible for any loss, claim or expense properly incurred by the Trustee for carrying out such directions or instructions.
    2. 16.2The Trustee may refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction or any directive or regulation of any agency of any state or which would or might otherwise render it liable to any person and may do anything which is, in its absolute discretion, necessary to comply with any such law, directive or regulation.

17. Additional Powers of Trustee

    1. 17.1In addition to all the powers vested in trustees by law or statute the Trustee shall have the following powers and may exercise all or any of the same from time to time in such manner and to such extent as it shall think fit:

       1. power to invest the Trust Fund in any bank certificate, money market account, deposit account or in any other Investment;
       2. power to deposit any documents belonging or relating to the Trust for safe custody with any bank, trust company or like institution in the United Kingdom;
       3. power to do all such things and to sign, seal, execute and deliver all such deeds and documents as the Trustee may consider are required or may be necessary or incidental to the due administration and control of the Trust Fund or to the due execution or exercise of any of the trusts and provisions hereof;
       4. power to employ and pay any agent in any part of the world and whether a lawyer, banker, accountant or other agent to do any act required to be transacted or done in the execution of the trusts hereof;
       5. power to allot, appropriate, partition or apportion any property whatever which (or the future proceeds of sale of which) are for the time being subject to the trusts hereof in or towards satisfaction of any share or interest (including any share or interest of the Trustee) in the Trust Fund or the income thereof in such manner as the Trustee shall in its absolute discretion (without the necessity of obtaining any consent) consider proper according to the circumstances of the case;
       6. power to apportion or attribute any liability which is properly payable out of the Trust Fund (or any part thereof) to be borne by the Trust Fund (or such part) as the Trustee may in its absolute discretion consider proper according to the circumstances of the case; and

       7. power to make such modifications as the Trustee considers fit to the amount held by the Trustee for a particular Customer (as represented by his Customer's Share) in circumstances where:

          1. the Customer has acted dishonestly, fraudulently or is otherwise in material breach of the terms of the applicable Terms and Conditions; and
          2. the Trustee considers that the amount which is held for the Customer (as represented by his Customer's Share) is inaccurate by reason of the dishonesty, fraud or material breach.

18. Power to Act by Responsible Officer

    The Trustee may, in the execution and exercise of all or any of the trusts and powers vested in it pursuant to this Trust Deed, act by responsible officers or a responsible officer for the time being of the Trustee.

19. Liability

    1. 19.1The Trustee shall not be liable for any actions, claims, demands and proceedings brought or made against it or its delegates and all costs, damages, expenses or other liabilities of whatever nature in connection with this Deed or the Trust with the exception of claims and liabilities arising by reason of negligence, fraud or wilful default of the Trustee, its officers or employees.
    2. 19.2The Trustee shall not be responsible for any misconduct on the part of any person appointed by it hereunder or be bound to supervise the proceedings or acts of any such persons.
    3. 19.3The Trustee shall not be bound to give notice to any person of the execution of this Deed.

20. Remuneration and Indemnity

    1. 20.1The Trustee shall be entitled to remuneration (which forms part of the Trust Expenses and which shall therefore be paid in accordance with clause 8 of this Deed) in respect of the services it provides under the terms of this Deed on such basis as may be agreed in writing from time to time with the Company.
    2. 20.2Without prejudice to the foregoing, the Trustee shall be entitled to indemnify itself from and against all or any losses, liabilities, claims, proceedings, taxes, penalties, fines, costs and expenses incurred by the Trustee in relation to the trusts contained herein from the assets held in the Trust Fund provided that, as regards any liability incurred by the Trustee in respect of a Chargeback, the Trustee shall only be entitled to indemnify itself to the extent that it may withdraw funds from the Relevant Customer's Share and/or the Company's Share (as the case may be) in accordance with clause 13.

21. Retirement and Appointment of Trustees

    1. 21.1A Trustee may retire at any time upon notice to the Company without giving any reason and without being responsible for any costs associated with such retirement which shall be paid out of Interest or Other Amounts. The retirement of a Trustee shall not become effective until a successor trustee or trustees are appointed.
    2. 21.2The Company may appoint a new trustee at any time which appointment shall take effect on the terms of this Deed.
    3. 21.3In the event of a Trustee (being a sole trustee or the only trust corporation) giving notice of retirement under clause 21.1 the Company shall use its best endeavours to appoint a new trustee or trustees.

22. Amendments

    1. 22.1No amendment, variation or addition to this Deed (Amendment) shall be effective unless it is in writing and has been signed by the Trustee and the Company and it has the prior written consent of each of the Banks.
    2. 22.2The consent of the Customers shall not be required in relation to any Amendment which is made to comply with any applicable legal or regulatory requirement or which, in the opinion of the Company acting reasonably, is necessary or desirable to facilitate or enhance the operation of the Trust or the Betting Services.

23. Invalidity

    If any provision of this Deed is held to be invalid or unenforceable, such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Deed but without invalidating any of the remaining provisions of this Deed. The parties shall use all reasonable endeavours to replace the invalid or unenforceable provision by a valid provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

24. Notices

    1. 24.1Any notice, direction or request or other communication to be given or made to any person pursuant to or for the purposes of any provision of this Deed (other than service of process or any other documents in connection with proceedings in any court in relation to which the provisions of clause 24.3 shall apply) shall be deemed to be given if in writing, signed by or on behalf of the person giving it and served by leaving it or sending it by fax, prepaid recorded delivery or registered post to the address and for the attention of the relevant person set out in clause 24.4. Any notice so served by fax or post shall be deemed to have been received:

       1. in the case of fax, twelve (12) hours after the time of despatch;
       2. in the case of recorded delivery or registered post, forty eight (48) hours from the date of posting, notwithstanding that it may subsequently be returned undelivered;
       3. in the case of recorded delivery or registered post outside the UK, five (5) days from the date of posting.
    2. 24.2The Trustee, the Company and each Group Company may also communicate with each other and with any of the Customers by e-mail and any notice, direction, request or other communication to be given or made pursuant to or for the purposes of any provision of this Deed shall be deemed to be given if sent by e-mail to the e-mail address set out below in the case of the Trustee, the Company and each Group Company or to such e-mail address as is provided by each Customer on registration with the Company and/or the Group Company, as modified from time to time.
    3. 24.3The Beneficiaries irrevocably consent to service of process or any other documents in connection with proceedings in any court by personal service, delivery at any address specified in this Deed, mail or in any other manner permitted by English law, the law of the place of service or the law of the jurisdiction where proceedings are instituted.

    4. 24.4The addresses for each of the Trustee, the Company and each of the Customers for the purposes of clause 24.1 are as follows:

       The Trustee
       

       ---

       Address: Waterfront, Hammersmith Embankment, Chancellors Road, Hammersmith, W6 9HP
       For the attention of: The Company Secretary
       Fax: 02088348147
       E-mail: support.en@betfair.com for the attention of Legal

       The Company
       

       ---

       Address: Waterfront, Hammersmith Embankment, Chancellors Road, Hammersmith, W6 9HP
       For the attention of: The Company Secretary
       Fax: 02088348147
       E-mail: support.en@betfair.com for the attention of Legal

       Customer
       

       ---

       Address, e-mail, fax: Such address, e-mail or fax as is provided by the Customer on registration with the Company and/or the Group Company, as modified from time to time.
       For the attention of: The Customer
       

    5. 24.5In proving such service it shall be sufficient to prove that the envelope containing such notice was properly addressed and delivered either to the address shown thereon or into the custody of the postal authorities as a pre-paid recorded delivery or registered post letter, or that the facsimile transmission was made after obtaining in person or by telephone appropriate evidence of the capacity of the addressee to receive the same, as the case may be.
    6. 24.6Notice given to the person or persons for the time being in office as the Trustee as the case may be shall remain effective notwithstanding any subsequent changes in the persons holding such office.
    7. 24.7Notwithstanding sub-clauses 24.1, 24.2, 24.4 and 24.5 any notice, direction or request from any Beneficiary to the Trustee concerning any application of the Trust Fund shall not be deemed sufficiently given or made until actually received by the Trustee.

25. Miscellaneous

    1. 25.1The perpetuity period applicable to the Trust created by this Deed shall be 80 years from the date hereof.
    2. 25.2This Deed is irrevocable.
    3. 25.3Each of the parties to this Deed may assign any of their rights under this Deed without consent of the other parties.
    4. 25.4No Customer shall be entitled to transfer or assign all or any of its beneficial interest or rights as a beneficiary under the Trust and each Customer shall give notice in writing to the Trustee should it propose mortgaging, pledging, hypothecating or otherwise encumbering its beneficial interest or rights (except by using the Betting Services and creating a Current Exposure). The Trustee may give or withhold its consent to such proposed mortgage, pledge, hypothecation or other encumbrance by any Beneficiary and may impose such conditions as the Trustee may think fit.

26. Governing Law and Jurisdiction

    1. 26.1This Deed and the relationship between all parties to it shall be governed by and interpreted in accordance with the laws of England and Wales.
    2. 26.2The parties hereto agree that the courts of England are to have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaim) which may arise in connection with the creation, validity, effect, interpretation or performance of, or the legal relationships established by this settlement or otherwise arising in connection with this settlement and for such purposes irrevocably submit to the jurisdiction of the English courts.

27. Counterparts

    This Deed may be executed in any number of counterparts each of which shall be deemed the same original instrument.

    In witness whereof the parties hereto have caused this Deed to be duly executed and delivered the day and year first before written.

Schedule 1

Deposit of funds

References to 'you' in this Schedule are references to Customers.

You may deposit funds into the Trust to be held on your behalf using a variety of methods via the Trustee's pages maintained on Company or Group Company websites or via telephone. All payments should be made in the currency of the account selected by you.

The Trustee accepts credit and debit card payments from a variety of card schemes, details of which are shown on the Trustee's pages maintained on Company or Group Company websites or are available on request. When you register your card, your details are encrypted and stored permanently on a secure server on behalf of the Trustee.

The details you will need to make your payments are available on the Trustee's pages maintained on Company or Group Company websites; or on request from a telephone operator.

Deposits may incur charges depending on the method you select. Deposits made by UK debit card or by cheque incur no charges. Deposits made by credit card incur a small percentage charge on the principal amount of the deposit, to reflect charges imposed on the Company or any Group Company by the Trustee's acquiring bank. The charges imposed on the Trustee may change from time to time and you acknowledge that the Trustees may revise its charges to reflect such changes. Your bank may independently charge you for bank transfers.

If you use a payment card to make your deposit, your funds only clear when the Trustee has received an approval and authorisation code. Should your card issuer not authorise the funds transfer, your account will not be credited with those funds.

As a general rule the Company and Group Companies do not extend credit for the use of the Betting Services.

Should your account go overdrawn due to a duplicate payment error, such as a withdrawal request being processed twice by the Trustee's payment partners, you hereby give the Trustee authority to deposit further funds into your account from your registered payment card. All reasonable effort will be made by the Trustee to contact you before making any such manual transaction.

Schedule 2

Withdrawal of funds

References to 'you' in this Schedule are references to Customers.

If you are using the Trustee's pages maintained on Company or Group Company websites, you may withdraw any amounts in your account, subject to the provisions of the Trust Deed, by issuing a valid notice of withdrawal in the manner specified in those pages. If you are using the Telephone Betting Service, you may instruct a telephone operator to withdraw any amount.

Subject to the following, you may withdraw amounts from your account to your credit card or UK debit card or by instructing the Trustee to arrange for a direct bank transfer from, or cheque to be drawn on, your bank account. Your total withdrawals to each registered credit card must at least equal the total contributions made to the Trust from that particular card before you are able to withdraw amounts by alternative methods (for example by using other registered cards, cheques and bank transfers).

Where possible you should withdraw winnings to the source of your funds. This is best practice in fraud prevention and the Trustee may refuse to allow winnings to be taken out by an alternative route if they can be taken back to source. If it is not possible to pay winnings back to source, alternative arrangements should be made in co-operation with the Trustee.

No charges will be made by the Trustee for withdrawals made via credit or UK debit cards or cheques. A charge will be imposed for direct bank transfers to reflect charges imposed on the Trustee by banks. The amount of this charge may change from time to time and you acknowledge that the Trustee may revise its charges to reflect such changes.

All payments will be made in the currency you selected for your account.

The Trustee will not accept withdrawal requests made otherwise than via the facility provided on the Trustee's pages maintained on Company or Group Company websites or via the Telephone Betting Service.

Executed as a deed by The Sporting Exchange (Clients) Limited acting by:
Director
Director/Secretary

Executed as a deed by Betfair Limited acting by:
Director
Director/Secretary