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THE HOLIDAY CLUB - STANDARD TERMS AND CONDITIONS OF PURCHASE


1 Membership

1.1 These terms and conditions are binding and enforceable on you, the Member.

1.2 The purchase of Points constitutes and establishes membership of the Association entitling and imposing on you,

as holder of and for as long as you hold Points, the rights and obligations set out in the Constitution.

1.3 Membership of the Association will commence on the date that your name is entered into the Points Register and shall endure for a period as determined by your Purchase Agreement.

1.4 Should there be any discrepancies between this document and your Credit Finance Agreement, your original document take precedence.


2 Allocation of Points

2.1 You are entitled to receive your allocation of purchased Points for your first year of membership by completing and

forwarding the attached Remittance Advice Slip Authorisation (together with payment of the Membership, Reservation and iExchange enrolment fees for the current year) to The Holiday Club.

2.2 Should you elect not to exercise the above entitlement, then although your membership will have commenced immediately, you will receive your first allocation of Points on your first Anniversary Date and, provided you are up to date with all your obligations to The Holiday Club, only then will you be able to transact.

2.3 (If applicable) Should you wish to be allocated your Accerent Points in your first year of membership, then you may request their allocation: provided that

(i) you activate your purchased Points at the same time (see Clause 1.4 above),

(ii) you provide proof that your levy obligations with your Resort are paid in full,

(iii) your timeshare has more than 16 weeks to occupation, and

(iv) the Club is actually able to use the timeshare that year.

2.4 (if applicable) For as long as you remain a Member of the Club in good stead and comply with the Accerent terms set out in Clause 6, your Accerent Points will be allocated to you annually.


3 Rights of Members

You will, as long as you comply with the terms of this Purchase Agreement, the Constitution, and any terms of finance, be entitled to:

3.1 Membership of the Association (the Club);

3.2 Points Rights entitling you to an annual allocation of your Points; and

3.3 Occupancy Rights in the Accommodation in accordance with the Constitution and the Rules.


4 Member's Obligations

You must:

4.1 comply with the provisions of this Purchase Agreement, and any terms of finance;

4.2 comply with the provisions of the Constitution and the Rules;

4.3 comply with all rules imposed by the Resort in which you exercise Occupancy Rights.


5 Membership and Reservation Fees

5.1 Annual Membership and Reservation Fees for each year of membership are due and payable in advance by no later than the first day of the month immediately preceding your Anniversary Date in respect of that year of membership.

5.2 You acknowledge that annual Membership and Reservation Fees are raised by the Association in terms of the Constitution and are to cover the costs of operating the Club, including but not limited to the payment of maintenance levies at Resorts in which Club holds Accommodation and for management of the Club's reservation system.

5.3 You further acknowledge and agree that the Membership and Reservation Fees is a debt due to the Association, which may be recovered in terms hereof, and/or the Constitution.

5.4 Any amount outstanding by you to the Association will attract interest and/or penalty charges at such rate as the

Association may determine from time to time. A certificate signed by any member of the Executive Committee, whose

status need not be proved, will be proof of your indebtedness.


6 Accerent (if applicable)

6.1 You agree that in exchange for the allocation of Accerent Points, you exclusively cede and assign to the Club, your right to use to the timeshare set out in Schedule 4 to the Purchase Agreement.

6.2 You will retain ownership of your timeshare, but for the corresponding period of your membership of the Club, you will

allow the Club the exclusive use of your timeshare.

6.3 You will be required to pay your levies directly to your Resort and to provide proof of payment to the Club no less than 16 weeks prior to the date of occupation.

6.4 Should you not prove payment of your levies in time, then the Club reserves the right (but will not be obliged) to pay the levies on your behalf and to use the timeshare. You will only then be allocated your Accerent Points once you have

refunded the Club the levy amount paid on your behalf.

6.5 Should you not wish the Club to use your timeshare in any particular year, then you must advise the Club in writing at least 12 months prior to the date of occupation; otherwise the Club will be entitled to the exclusive use of your timeshare.

6.6 Should you wish to withdraw your timeshare permanently from the Club (for example, if you wish to sell), then you must give the Club no less than 12 month's written notice, in which case you will no longer be entitled to your allocation of

Accerent Points. Withdrawing your timeshare will in no way affect your purchased Points and you will continue to be a

Member in respect thereof.



7 iExchange and other points clubs or organisations

7.1 If you are not a member of iExchange at the time of applying for membership of The Holiday Club, you will automatically become a member of iExchange for a minimum period of 5 years, commencing on your first Anniversary Date, or if you elect to exercise your Points Rights in terms of clause 1.4 above, then membership of iExchange will commence on the date such option is exercised.

7.2 The rules of iExchange may be found on The Holiday Club website: www.theholidayclub.co.za.

7.3 You may not sell, rent, cede or in any other way transfer your Points Rights to any other timeshare or exchange club or organization.

7.4 You may not, without the written consent of the Association, rent out, cede or assign your Occupancy Rights to any other persons, or make a reservation for any other person, for financial reward.


8 Resale of Points

8.1 Should you wish to sell your portfolio of Points, or you receive a genuine offer to purchase your Points that you may wish to accept, then you will first have to offer to sell your Points to us at the same price and on the same conditions as the offer you have made or received. This is called a right of first refusal.

8.2 Although we are not obliged to purchase your Points, should we agree to do so, we will advise you in writing within 5

working days of you giving us written notice of your intention to sell. The cost of transfer will be for your account.

8.3 Should we not wish to purchase your Points, or not advise you within the above 5 working day period, then you will be entitled to sell your Points for the same price and on the same conditions as offered to or by the genuine purchaser. We

reserve the right to refuse to consent to the transfer of your Points should the sale be at a lower price than offered to us in

terms of 7.1.

8.4 You may only sell your purchased Points. All banked or unused Points which may be to your credit as at the date of

receipt by The Holiday Club of your offer will automatically lapse and will not be transferred to any third party. Any

reservation made in respect of any period after the above date will also automatically lapse and occupation may not be taken up.


9 Premium Holiday Cover


9.1 If you have elected to take up Premium Holiday Cover, and provided that you have complied with all terms and conditions of this Purchase Agreement, the Rules of The Holiday Club and terms of finance, then you will benefit from:

9.1.1 the "annual fee cover"; and

9.1.2 the "Points refund cover", set out below.

9.2 The "annual fee cover" benefit is a once-off credit of R3000 to your Membership and Reservation fee account, provided that:

9.2.1 the insured must have been the principal Member (being the elder stated Member in the case of joint membership) and at the time of death, have been up to date on all accounts with The Holiday Club, including annual fees and credit finance terms;

9.2.2 the insured must have been under the age of 65 at the date of taking out the cover and must have been under the age of 80 as at the date of death;

9.2.3 the cause of death of the insured must not be attributable to any condition, be that physical, mental or otherwise, which was in existence at the time that the Member took out the cover. Death as a result of suicide (whether sane or insane) is specifically excluded;

9.2.4 the beneficiaries, or the executor, must give notice of the death of the insured to the underwriters within 90 days of the event, and must timeously and correctly complete such forms and provide such documentary proof as may be required by the underwriters.

9.3 "Points refund cover" entitles the Member to receive a refund:

9.3.1 of all Points used to make a confirmed reservation where the Member cancels the confirmed reservation no more than one month prior to the first day of the intended occupation thereof as a direct result of serious illness or injury to or the death, serious illness or injury of a member of his immediate family; or

9.3.2 of a pro rata number of Points used to make a confirmed reservation where the Member cuts short occupation of the

confirmed reservation by more than 50% of the booked Time Module (full week or split week) and vacates the Accommodation, together with all those who had taken up occupation under the Member's confirmed reservation, as a

direct result of the death, serious illness or injury to the Member, or a member of his immediate family, or any other

person who has validly taken up occupation with the Member's confirmed reservation; or

9.3.3 of all Points used to make a confirmed reservation where the Member cancels the confirmed reservation prior to

occupation as a direct result of an "Act of God" rendering the Accommodation reserved as being substantially incapable

for occupation; or

9.3.4 of a pro rata number of Points used to make a confirmed reservation where the Member cuts short occupation of the

confirmed reservation by more than 50% of the booked Time Module (full week or split week) and vacates the

Accommodation together with all those taking occupation under the Member's confirmed reservation, as a direct result

of an "Act of God" rendering the Accommodation reserved as being substantially incapable of further occupation.

9.4 The above Points refund cover is subject to the following conditions:

9.4.1 the cause of death, serious illness or injury to the person who has taken occupation must not be attributable to any

condition, be that physical, mental or otherwise, which was in existence at the time that the Member took out the cover.

Death as a result of suicide (whether sane or insane) within the first year of cover is specifically excluded.

9.4.2 occupation cut short must have personally been taken up by the Member;

9.4.3 claims must be in writing and, together with appropriate proof of the event, be submitted within 40 days of cancelling the confirmed reservation or vacating the Accommodation;

9.4.4 no refund will be allowed if occupation by the Member, or any member of the Member's party, exceeds the periods referred to in 8.3.2;

9.4.5 only confirmed reservations made in terms of the Rules within The Holiday Club Points reservation system qualify;

9.4.6 Points will be refunded to the Member, not a replacement holiday;

9.4.7 refunded Points must be used within 12 months of being refunded;

9.4.8 refunded Points may only be used if the Member is current on all fees which may then be due;

9.4.9 the person whose death, illness or injury results in the claim, must be under the age of 80 years at the time of death, illness or injury.

9.5 In the case of an "Act of God" the Points refund cover is subject to the following:

9.5.1 The Holiday Club must have been notified in writing immediately on the happening of the event giving rise thereto

and have satisfied itself that the damage to the Accommodation reserved substantially renders it incapable of occupation;

9.5.2 no refund of Points will be allowed if the Member refuses to accept reasonable alternative Accommodation provided by The Holiday Club;

9.5.3 the refund is of Points only and will not cover any travel, accommodation or other expenses;

9.5.4 the provisions of clause 9.4.3 to 9.4.8 (inclusive) apply equally to the "Acts of God" cover.

9.6 You are limited to one claim per benefit category each year.

9.7 Premiums will be reviewed annually in September.

9.8 Should a company, trust or partnership Member take up Premium and Premium Plus Holiday Cover, then the

authorised representative will be deemed to be the insured person for the purposes of cover.

9.9 Disclosure required in terms of the Financial Advisory and Intermediary Act: Premium Holiday Cover is a combined

group protection scheme underwritten by Regent Life Assurance Company Limited (Regent Life in respect of life

cover), a public company and a registered long term insurer with FAIS license number 18146, and Regent Insurance

Company Limited (Regent Insurance in respect of holiday cover), a public company and a registered short term insurer

with FAIS license number 25511. They may be contacted at 146 Boeing Road East, Elma Park, Edenvale, P O Box 674,

Edenvale, 1610, telephone 0861 734 368, fax 011 574 2828 or www.regent.co.za. As the product supplier, Regent

Insurance and Regent Life have an agreement with an intermediary (broker) through whom the product is administered. The intermediary is Royal Union Financial Services (Pty) Limited trading as Royal Union, registration number 1990/004025/07 and FAIS license number 12970. They may be contacted at P O Box 68, Kloof, 3640, telephone

031 717 2000 fax 031 717 2686 or email information@royaluniongroup.co.za. Royal Union has a mandate to act on behalf of Regent Insurance and Regent Life. Royal Union does not hold more than 10% shares in any insurance company and received less than 30% of its income in the last 12 months from any insurance company. Royal

Union holds professional indemnity and fidelity insurance.

9.10 In order to claim under your PHC cover, you can contact them on 086 177 3648, fax 086 132 9742 or email

claims@premiumholidaycover.co.za. The insurer must be notified within 30 days of the claim event. If you are not

satisfied with the outcome of your claim, you may write to the Premium Holiday Cover complaints department at

phcinfo@premiumholidaycover.co.za or either of the above telephone or fax numbers within 180 days of the claims

decision. You have final recourse to the Ombudsman for short term insurance at P O Box 32334, Braamfontein, 2017.

9.11 If you have a complaint about this Premium Holiday Cover policy (but NOT your Holiday Club Points), first try to resolve it with Premium Holiday Cover. If the matter cannot be resolved, you can submit a complaint in writing to the Regent complaints department at any of the addresses above, or phone 086 126 8378, fax 011 579 3599 or email

complaints@regent.co.za. If the matter is not resolved to your satisfaction by Regent, you may submit your complaint in

writing to the Ombudsman for short term insurance at the above postal address or telephone 011 726 8900, fax 011 726

5501 or email info@osti.co.za.

9.12 If you have a problem with the way the product was sold to you, the disclosures that were made to you or the advice that was given to you by Premium Holiday Cover, you must contact them first. If you are not satisfied with the reply, you

may submit your complaint in writing to the FAIS Ombud at P O Box 74571, Lynwood Ridge, 0040, or telephone 086 324

766, fax 012 343 447 or email info@faisombud.co.za.

9.13 The compliance officer of Regent may be contacted at any of the above contact addresses of Regent mentioned above. In addition, the compliance officer can be contacted by email at compliance.st@regent.co.za.

9.14 It is very important that you are quite sure that the policy meets your needs and that you feel that you have all the information you need to make a decision. Feel free to make notes regarding verbal information and ask for written confirmation or copies of documents. You must accurately, fully and properly disclose all material facts. All information provided by you or on your behalf is your own responsibility. You need to be satisfied with the accuracy of any transaction submitted by anyone on your behalf. You must not sign any incomplete or blank documents. No person may insist that you do so.

9.15 For terms and conditions relating to your personal information, recording of communications and changes to

these terms and conditions, please view the Premium Holiday Cover website at www.premiumholidaycover.co.za.


10 Breach

10.1 In the event of you breaching this Purchase Agreement or any of your obligations to the Association in terms of the

Constitution and continuing such default, despite 14 days' written notice, then the Association will have the right to:

10.1.1 enforce these terms and conditions and/or the Constitution and claim any amounts outstanding; or

10.1.2 terminate your membership Points Rights and all entitlements arising therefrom; and

10.1.3 sell your Points and any rights attached there to;

10.1.4 and retain any proceeds from the sale of the Points, without prejudice to its rights to recover from you such further

damages as it may have sustained.

10.2 The Association may recover from you any costs incurred, whether consequent upon notice, enforcement,

cancellation or sale, legal fees on a scale as between attorney and own client, interest as allowed by law, collection fees and collection commissions which may be due.

10.3 In addition, if you are in arrears, the Association will be entitled to charge you a default administration fee and arrear

interest as allowed by law.

10.4 You consent to the Association listing you with any credit bureau should you be in default, despite notice or any other

action taken against you in terms of the above.


11 Notices

Any notice required to be given by one party to another, will be deemed to have been given as if addressed to the relevant party at the address set out in Schedule 1. Such notice shall be deemed to have been duly received, if delivered personally to the addressee, or if posted by pre-paid post within the Republic of South Africa, 7 days after the date of despatch.


12 Agent or trustee

If this Purchase Agreement is signed by you on behalf of a company, close corporation, trust or partnership which is

already in existence, then you bind yourself as surety and co-principal debtor for the due and punctual performance by the company, close corporation, trust or partnership of all obligations in terms of this Purchase Agreement and the

Constitution.


13 Catalogue of definitions

Any words or expressions used in this Purchase Agreement (including any Credit Finance Agreement), unless consistent

with or otherwise indicated by the context, shall have the meanings assigned to them or ascribed hereunder, subject to

the condition that, if any such definitions are contrary to the provisions of the Act (or the Credit Act as the case may be),

the meaning shall be deemed to be amended so as to comply with the provisions of the Act or Credit Act, as applicable.

Headings to paragraphs and clauses are explanatory only and do not constitute part of the Purchase Agreement. The

singular shall include the plural and vice versa, and any words importing the masculine gender shall include the remaining

two genders.


1 Accerent - means the renting of a Unit, the title of which is vested in the Member, to the Trust for a specified time, in terms of which the Trust shall be entitled, for the benefit of the Association, to the Use Benefits attaching thereto and the

Member issued Points Rights for the period so specified.

2 Accerent Accommodation - means a Unit which has been accerented.

3 Accommodation - means the property, immovable or otherwise, intended for the use by any Member in any Resort,

including the movables, and in respect of which the Accommodation is owned, leased, rented or otherwise available from time to time by the Trust, or the Company, and is accordingly included in the Scheme.

4 Act - means the Property Time-Sharing Control Act, No. 75 of 1983 and includes the regulations promulgated pursuant

thereto.

5 Anniversary Date - means, in respect of each consecutive period of 12 months, the first day of that month in which the

Member's first instalment is due and payable in terms of his Purchase Agreement (where the Member undertakes to make payment of the purchase price by way of instalments) or in respect of a Member who purchases for cash, the first day of that month in which the full purchase price is due and payable.

6 Association - means Leisure Property Trust Management Association, established in terms of the Act and the

Constitution.

7 Cession Guide - means the guide reflecting the Point Rights issued in respect of Trade-in Accommodation and Accerent Accommodation.

8 Company -means The Leisure Holiday Club Limited (1995/002619/06), the ordinary shares of which are held by the

Trust.

9 Constitution - means the Constitution of the Association, as amended from time to time.

10 Credit Act - means the National Credit Act, No 34 of 2005 and includes the regulations promulgated pursuant thereto.

11 Credit Finance Agreement - means the finance agreement entered into between the Member and the Trading Company, if applicable, to finance the purchase of Points.

12 Executive Committee - means the elected committee of the Association, appointed from time to time in terms of the

Constitution to manage the Scheme.

13 Managing Agent - means the managing agent appointed by the Association from time to time in terms of the Constitution.

14 Member - means a member of the Company and Association, inclusive of the Trading Company, who is a holder of Shares in the Company, and/or Points Rights in the Scheme, and whose names have been entered in the share register of the Company and/or the Points Rights register of the Scheme, and in respect the Purchase Agreement, shall include a

person applying for membership.

15 Membership and Reservation Fees - means any annual recurring contribution levied on Members in accordance with

the provisions of the Constitution and the Purchase Agreement.

16 Occupancy Rights - means the rights of a Member, in consideration for Points, to the exclusive use and occupation

of Accommodation for the duration of a Time Module, subject to the rules of such Resort.

17 Points - means the instrument by means of which a Member is entitled to exercise Occupancy Rights.

18 Points Rights - means a right of the Member to be allocated with Points by the Association each year.

19 Points User Guide - means the regional guide, as amended from time to time, reflecting the Points allocated annually to Time Modules.


20 Purchase Agreement - means the written agreement pursuant to which a Member purchases Points.

21 Resorts - means resort complexes, wheresoever situated in Southern Africa, as specified in the Points User Guide from time to time.

22 Resorts Grading - means the grading of Time Modules in respect of Accommodation and the allocation of Points in

Time Modules in accordance with the relative value of the different Time Modules in the Resorts.

23 Rules - means the rules of the Scheme as may be amended varied or added to by the Executive Committee from time to time.

24 Schedules - means such Schedules issued by or under authority of the Executive Committee from time to time, which

may contain/include

24.1 Scheme stock tables reflecting all Units and Use Benefits;

24.2 the Points User Guide;

24.3 information in compliance with the regulations promulgated in terms of the Act;

24.4 such other information as the Executive Committee may prescribe.

25 Scheme/Club - means the property timesharing scheme known as The Holiday Club conducted in terms of the

Constitution and the Rules.

26 Shares - means non-redeemable preference shares and linked unsecured non-interest bearing debentures in the

Company.

27 Time Module - means a period of consecutive days, as reflected in the Points User Guide, during which a Member

may exercise Occupancy Rights.

28 Trade-in - means the transfer of ownership of a Unit, the title of which is vested in the Member, to the Trust, or the Company, in terms of which the Trust, or the Company, would acquire title thereto and the Member issued a corresponding number of Shares and/or Points Rights.

29 Trade-in Accommodation - means a Unit which has been traded in.

30 Trading Company - means TCT Leisure (Pty) Limited (1982/003430/07), or any other company or person duly

authorised thereto by the Trustees to participate in the Scheme.

31 Trust - means the Leisure Property Trust (Master's reference 4651/1993).

32 Trustees - means the Trustees for the time being of the Trust.

33 Unit - means shares in a share block company pursuant to the Share Block Control Act 59 of 1980, sections, or an undivided interest in a section in a sectional title scheme pursuant to the Sectional Titles Act 95 of 1986, or timeshare interests pursuant to the Act.

34 Use Benefits - means the right of use in respect of a Unit which has been accerented to the Trust.


SCHEME RULES OF THE HOLIDAY CLUB

STATUTORY SCHEDULE


The following information relating to this Scheme, is required to be Standard Statutory Schedule disclosed in terms of Section 4 of the Act:


1 Seller -TCT Leisure (Pty) Limited 1982/003430/07. 3 Daly Street, Port Shepstone 4240, KwaZulu-Natal. Purchaser - The Member as per schedule 1 of the Purchase Agreement.

2 The legal basis of the Scheme is a contractual relationship between the Trading Company, the Leisure Property Trust

Management Association and the Member pursuant to the Purchase Agreement, and the rights and duties conferred by

the Constitution, in terms of which the Member acquires in perpetuity, Points Rights in the Scheme, which entitles the

Member to use and occupy Accommodation in Resorts.

3 The immovable property in the Scheme comprises:

3.1 Units in respect of which the Trust holds title in terms of the Deeds Registry Act, No 47 of 1937, or the Sectional Titles Act, No 95 of 1986, or the holding of shares in terms of the Shareblocks Control Act, No 59 of 1980, or leases or

contractual rights in and to immovable property in terms of the Act; and

3.2 Use Benefits which have been rented to the Trading Company or the Trust in respect of Units, the title of which

remains vested in a particular Member of the Scheme in accordance with that Member's Purchase Agreement with

The Holiday Club; and

3.3 Units or Use Benefits owned either directly or indirectly by the Trust as referred to above, details of which immovable

property are contained in The Holiday Club Pleasure Guide and the Schedules.

4 Without in any way limiting the generality of the aforegoing, details of leases in respect of Units are disclosed in the

Schedules.

5 Details of mortgage bonds encumbering Units, if any, are included in the Schedules.

6 The amount or consideration for which the Purchaser has paid in acquiring the Points and corresponding Points Rights

and the annual rates, periodic instalments and due date of instalments are contained in schedule 3 of the Purchase

Agreement.

7 Copies of the certificates in terms of Section 7(1) of the Act are disclosed in the Schedules.

8 Written details of the Scheme and of the rules in accordance with which Points Rights are to be utilised, may be inspected at the offices of the Trading Company at the physical address referred to in 1 hereof.

9 An inventory of movables which will be available for use by the Member in conjunction with his Points Rights, is disclosed in The Holiday Club Pleasure Guide.

10 The Member has chosen English as the official language in which the Purchase Agreement shall be drawn up.


RULES

These are the rules and regulations of The Holiday Club as at 1 January 2002 Resort of any intended visitors. The Member must ensure that on Scheme Rules Of The Holiday Club made by the Executive Committee in terms of the Constitution. Each term used in these Rules shall, unless the context determines otherwise, bear the same meaning as the corresponding term used in the Purchase Agreement and the standard terms and conditions.


1 Accommodation

Arrival

Subject to the rules of the applicable Resort:

1.1 Immediately upon their arrival at the Resort, all Members must advise their arrival to the management of the Resort.

1.2 The Member must produce a written reservation confirmation to the Resort upon arrival. A Resort has the right to deny occupation in respect of any reservation should the reservation confirmation not be produced, in which case The

Holiday Club will not accept responsibility for the refusal by the Resort to allow occupation.

1.3 Members who have reasonable cause to believe that they will check-in after the check-in time must advise the Resort

beforehand. The check-in times are specified in the reservation confirmation and are displayed at the Resort.

1.4 Resorts may require a security or breakage deposit on arrival.

Number of persons

1.5 No Unit may be occupied by more than the number of persons determined for the Unit by the Resort.

Prohibited materials

1.6 No Member or their guest may bring into, store or use any flammable liquid, chemical, gas, or other material in a Unit,

other than the materials intended for the proper use in such Unit.

Inspection

1.7 The management of the Resort may inspect and carry out all necessary repairs to a Unit at all reasonable hours.

Keys

1.8 No Member or their guest may make a copy of the key to a Unit and all Members and their guests must return all keys to the Resort at the time of checking out.

Motor vehicles

1.9 The use of motor vehicles, motor cycles, trailers, caravans or boats may only be driven, parked, moored or used in

accordance with the rules of the Resort relating to motor vehicles.

Personal charges

1.10 Members who wish to use available telephone, facsimile, baby sitters, tours, cleaning and any other such services,

may be charged at the prevailing rates, which charges may be payable directly to the Resort immediately or at the time of

checking out. The Resort may require a security deposit for such services at the time of checking in, for example, a credit

card. Any other fee charged by the Resort, including fees such as electricity and water usage, gate fees and fishing

licences, shall be paid directly to the Resort. The Holiday Club cannot be held responsible for the payment of these

fees and services.


2 Facilities

Booking and use of facilities

2.1 Any facilities available for booking and use shall be booked and used in accordance with the rules of the Resort.

2.2 Use of any facilities is solely at the risk of the user.

Restriction on use of facilities

2.3 Members and their guests will comply with any restrictions imposed by the Resort on the use or continued use of any

facilities or amenities offered, including the payment of any fees for the use thereof.


3 Visitors

3.1 Subject to the rules of the Resort, Members may invite visitors to the Unit they are occupying and such visitors may remain only whilst in arrival, all visitors sign the visitors' book maintained by the Resort.

3.2 It is the responsibility of the inviting Member to ensure that visitors are properly familiar with and in all respects comply

with these Rules and the rules of the Resort.


4 Conduct

All Members and their guests, whilst occupying any Unit or using any facility, must:

4.1 Comply with these Rules;

4.2 Comply with the rules of the Resort relating to the occupation of the Unit and the use of the facilities;

4.3 Comply with any request or direction of the management of the Resort;

4.4 Not contravene, or permit contravention of any law, by-law, ordinance, house rule or any condition of any licence relating to occupation of the Unit or use of the facilities;

4.5 Not conduct themselves in any manner which shall or may be a nuisance, disturbance, hazard, or an unreasonable

interference with the use and peaceful enjoyment of other Units and facilities by other Members or guests of the Resort;

4.6 Not occupy any Unit or use any facility for any purpose which is or may be illegal or injurious to the good name and

reputation of The Holiday Club;

4.7 Not make any alterations to or damage or deface any part of any Unit or facility.


5 The Holiday Club not liable

5.1 The Holiday Club shall not be responsible or liable for any loss or damage to the property or injury to the person of any Member or guest at any Resort, arising from any cause whatsoever. Members and guests indemnify and hold

harmless The Holiday Club, its servants and agents, the Association, the Trustees and the Members from and against

all loss or damage to that person's property and person, howsoever lost, damaged or injured, and whether caused by

any negligent act or omission on the part of The Holiday Club, its servants and agents, the Executive Committee, the

Trustees or other Members and guests.

5.2 The Holiday Club shall in no way be responsible for any Members' reluctance to occupy, loss or refusal of occupation

of any Unit, or use of any facility, as a result of:

5.2.1 the Member or guest not complying with these Rules and/or the rules of the Resort;

5.2.2 any act of God; or

5.2.3 any inconvenience or nuisance occasioned, poor condition or standard of the Unit, facilities, roads and infrastructure at or leading to the Resort. Any Points lost or forfeited thereby will not be refunded to the Member.


6 Comments

All comments and complaints concerning the Resort should be forwarded to Member Services at the head offices of The

Holiday Club.


7 Breach of the Rules

If any Member, or other person at the invitation of the Member, occupying any Unit, wilfully refuses or neglects to comply

with the provisions of these Rules or of the rules of the Resort or engages in conduct which in the reasonable opinion of the Executive Committee is prejudicial to the interests of The Holiday Club or other Members, then the Executive

Committee may take such action as it deems reasonably necessary to terminate that Member's use and occupation of

any Unit and may suspend the exercise by that Member of any other rights the Executive Committee may reasonably

determine and which is in the interests of the Club and the Members as a whole. Notwithstanding such suspension, the

Member remains liable to pay all Membership and Reservation Fees.


8 Reservations

Reservation requests

8.1 Provided that the Member is fully paid up to date on all amounts owing to the Trading Company and the Association,

the Member may make a reservation into Accommodation.

8.2 All reservation requests must be timeously made directly to The Holiday Club Central Reservations by telephone, fax,

mail or e-mail, or such other method as the Executive Committee may determine from time to time.

8.3 A reservation request must be accompanied by the Member's name and membership number.

8.4 When making a reservation request, the Member must provide a first choice and at least four alternative options of

holiday destinations and dates.

8.5 All reservations are subject to availability on a first-come first-served basis.


Reservation confirmations

8.6 A reservation will only be deemed confirmed once a written reservation confirmation is received by the Member from

Central Reservations.

8.7 The onus for receiving and ensuring the reservation details contained in the reservation confirmation are correct, rests

solely with the Member.

Mid-week and week-end splits

8.8 Provided that the applicable Resort provides for it and subject to availability, a Member may make a reservation request of a Time Module comprising a mid-week or week-end period falling within low and mid season (ie excluding school holidays).

8.9 The Resort in which mid-week and week-end Time Modules are provided may charge the Member an additional linen fee to cover the additional costs of splitting the full week


9 Cancellations

9.1 A Member wishing to cancel a confirmed reservation must send a written notice to that effect to Central Reservations.

9.2 A Member's Points account:

9.2.1 will be credited with all Points if that Member's cancellation notice is received by Central Reservations more than 10

weeks prior to the check-in date of the cancelled reservation;

9.2.2 will be credited with 50% of the Points if that Member's cancellation notice is received by Central Reservations less

than 10 weeks but more than 8 weeks before the check-in date of the cancelled reservation;

9.2.3 will not be credited with any Points if that Member's cancellation notice is received by Central Reservations less

than 8 weeks before the check-in date of the cancelled reservation.

9.2.4 will not be credited with any of the Points that would have, but for the confirmed reservation, lapsed in terms of Rule 11.3 by the time of the cancellation.


10 Advance allocation of Points

10.1 A Member may take up to a 2 year advance on the allocation of Points, subject to the availability of the Points and the advance payment of estimated annual Membership and Reservation Fees attaching to the advanced Points.

10.2 Advanced Points will only be allocated to the Member and credited to his Points account once payment of the estimated annual Membership and Reservation Fees has been received.

10.3 Once the actual Membership and Reservation Fees for the applicable year or years, as the case may be, are raised, the Member will be credited with any excess, if any, or debited with any shortfall, as the case may be. The onus for claiming any credit will rest solely on the Member.

10.4 A Member wishing to take up an advance on the allocation of Points corresponding to his Accerent Accommodation shall request a pro forma invoice from his Resort in respect of the future levy or levies payable in respect of the Accerent

Accommodation (corresponding to the period of advance) and shall provide to The Holiday Club, proof that such future

levy or levies are paid in full before any such Points are advanced to the Member. The Holiday Club may deduct any

Points so advanced should The Holiday Club be precluded from using the Accerent Accommodation (during the

advance period) as a result of any non-payment of the future levy or levies.


11 Banking Points

11.1 Any Points which may be standing to the credit of a Member at the end of the year in which they were allocated will

automatically accrue to the Points account of the Member in the following year and accrue for a further one year thereafter, provided that such accrued Points are not used in that following or subsequent year.

11.2 Accrued Points, which are the oldest in time, will be used in confirming reservations before any Points allocated for any current year.

11.3 Any Points accrued for two years that are not used by the Member by the last day of the third year, shall lapse and no longer be available to the Member.

11.4 Accrued Points, together with any current Points, may only be used to make a reservation request if all annual Membership and Reservation Fees attaching to the years from which they were accrued are paid in full.


12 Rules binding on Members

12.1 These Rules shall be binding and enforceable on the Association and all Members, save that where any Rule is

inconsistent with any provision of the Constitution, then the provision of the latter shall prevail.

12.2 All Members and guests shall, for as long as they are in occupation of any Unit or making use of any facility, be bound by the rules and regulations of the Resort at which the Unit and facility is located.


13 Amendments to Rules

13.1 In terms of the Constitution, the Executive Committee may from time to time amend, vary or add to these Rules should such amendments, variations and additions be necessary for:

13.1.1 governing and regulating the use and manner of use by Members, or their guests, of the Accommodation;

13.1.2 governing and regulating the exercise by Members of their Occupancy Rights; and

13.1.3 such other matters for the purposes of fulfilling the duties of the Association.

13.2 Any amendments, variations and additions to the Rules shall be brought to the notice of Members within a reasonable time after they are made and in such manner as the Executive Committee deems to be appropriate. Without limiting the aforegoing, such notice may be contained in any correspondence, statements, periodicals or newsletters, or

in any update to the Holiday Pleasure Guide.

13.3 Any Rule amended, varied or added shall become of force and effect, notwithstanding notice, 14 days of the Rule being so amended, varied or added and the date appearing at the beginning of these Rules shall be deemed the effective date.


CONSTITUTION OF THE HOLIDAY CLUB


1 Definitions

1.1 Any words or expressions used shall have the meanings ascribed thereto in the CATALOGUE OF DEFINITIONS.

1.2 Headings are used in the agreement for purposes of convenience only and shall not affect its construction or

interpretation.


2 Preamble

2.1 The Association to be established shall be known as, The Leisure Property Trust Management Association.

2.2 The Association shall be responsible for:

2.2.1 The management of the Scheme;

2.2.2 The enforcement of the Rules.


3 Duties of the Association

3.1 The Association shall carry out the duties assigned to it under the Act and in terms of this Constitution, which shall include the duty to use its best endeavours to manage and administer the Scheme for the benefit of the Members.

3.2 The Association shall issue Point Rights Certificates to Members as may be determined from time to time by the

Association and/or issue shares in a Public Company.

3.3 The Association shall maintain the Points Rights / Share Register in terms hereof.

3.4 The Association shall, on application by a Member certify in writing;

3.4.1 The amount of Membership Fees due by such Member to the Association in terms of 12 hereof;

3.4.2 The manner in which such Membership Fee is payable; and

3.4.3 The extent to which such Membership Fee has been paid by the Member.

3.5 In addition to such other duties imposed on it in terms of the Act, the Association shall maintain accurate written records of all its financial transactions and affairs, and shall deposit all money received by it into a bank or building society account in its name.


4 Powers of the Association


4.1 The Association may exercise the powers conferred upon it by or under the Act and this Constitution which shall include the power:

4.1.1 To establish a Membership Fund sufficient in the opinion of the Executive Committee for the repair, upkeep, control,

management and administration of the Scheme including maintenance and repair of the Accommodation and Movables;

4.1.2 To determine from time to time the amounts to be raised for the purpose aforesaid;

4.1.3 The Association shall undertake the payment of all Levies to any body corporate or managing agent due in respect of Units held by the Trust;

4.1.4 To require from Members that they make contributions to such Fund for the purposes of satisfying any claims against the Association, whenever the Association shall deem it necessary, and to charge interest and additional

administration charges, and to determine the rate of interest due by any Members who fail to pay Membership Fees by the date on which they fall due;

4.1.5 To open and operate a current account and/or savings or other interest-bearing account with a banking institution or a building society for purposes of depositing payments received from Members;

4.1.6 To appoint employees as it may deem fit;

4.1.7 To enter into such agreements as it may consider necessary in connection with the control, administration and

management of the Scheme and to do all such things as may be necessary to give effect thereto;

4.1.8 To maintain or ensure the maintenance of the Accommodation and the Movables;

4.1.9 To borrow monies required by it, against security if necessary, in the performance of its duties or the exercise of its powers and in pursuance of its business;

4.1.10 To secure the repayment of monies borrowed by it and the repayment of interest thereon, by negotiable instrument or the hypothecating of any property vested in it;

4.1.11 To invest any surplus monies of the fund remaining after giving effect to the provisions of this clause for the benefit of the Membership Fund;

4.1.12 Where appropriate to enter into an agreement with any party for the provision of amenities or services in respect of the Accommodation and administration;

4.1.13 To do all things reasonably necessary for the enforcement of the Rules and generally the control, management and administration of the Scheme;

4.1.14 To deny any Member the use of any Accommodation, for any period during which such Member is in arrears in payment of any monies due by such Member to the Association or the Trading Company, or during which such Member is otherwise in breach of any of his obligations under this Constitution;

4.1.15 To appoint an Executive Committee as provided in terms of this Constitution;

4.1.16 To prohibit the transfer of any Point Rights or Shares or the exercise of any Occupancy Right by any Member unless all monies due to the Association and the Trading Company by that Member have been paid or provision has been made to the satisfaction of the Association for payment thereof;

4.1.17 Generally to do or perform, or cause to be done or performed, any act deemed necessary for all the furtherance of the objects of the Association as referred to in 2.2, including the right to prohibit, restrict or control use of any of the

Accommodation or any part thereof as may from time to time be necessary to expedient;

4.1.18 The Trustees may at their sole discretion return a portion or all of a Member's Accerented Accommodation per schedule 4 to the Purchase Agreement to the Member if in their opinion such Accommodation no longer benefits the Club or its Members. In such event the Member will no longer be credited with the annual user Points relative to such

Accommodation.

4.2 Any contributions levied in terms hereof shall be due and payable on the passing of any Resolution to that effect by the Association or the Executive Committee, and may be recovered by action in any magistrate's court of competent

jurisdiction from persons who are Members at the time such resolution is passed.

4.3 The Association shall have the right to assign to a Managing Agent, any of its rights, powers and obligations in terms of this Constitution, and unless otherwise stated herein, the duties and powers of the Association may be fulfilled and exercised by the Executive Committee as fully and effectually as if exercised by the Association.

4.4 The Executive Committee may from time to time make certain Rules as is necessary for:

4.4.1 Governing and regulating the use and manner of use by Members, or their guests, of Accommodation;

4.4.2 Governing and regulating the exercise by Members of Occupancy Rights;

4.4.3 Setting out and governing the basis of calculation of Membership Fees and the apportionment of thereof,

including the computation and nature of costs to be included therein;

4.4.4 Such other matters as the Executive Committee may deem necessary for the purpose of fulfilling the powers and duties of the Association.

4.5 Neither the Association nor the Executive Committee, nor any of its Members, officers or employees, shall be responsible for any loss or damage which a Member may sustain by reason of an act or omission on the part of the Association, the Executive Committee, or the officers or employees of either the Association or the Executive Committee, or arising from any other cause, whether any such act or omission relates to the performance or non-performance of the

Association or the Executive Committee of their duties in terms of this Constitution or otherwise.


5 Points Rights / Share Register


5.1 All persons whose names appear in the Points Rights / Share Register shall be Members of the Association.

5.2 The Association shall keep the Points Rights / Share Register which will contain:

5.2.1 The name and address of each holder of Point Rights / Shares;

5.2.2 A description of the nature and duration of Point Rights / Shares held by each Member;

5.2.3 In respect of each Member

5.2.3.1 The date on which his name was entered in the Point Rights / Share Register as a Member;

5.2.3.2 Where and when applicable, the date on which he ceases to be a Member.

5.3 Points Rights / Shares Certificates:

5.3.1 Shall be issued to Members as soon as their names have been entered in the Point Rights / Share Register;

5.3.2 May, if defaced, lost, destroyed be replaced by the Executive Committee or Managing Agent;

5.3.3 Shall bear the signature of one member of the Executive Committee and one Trustee.

5.4 Should a Member cease to be a holder of a Point Rights / Share Certificate or cease to be entitled to Points Rights /

Shares, he shall ipso facto cease to be a Member of the Association.

5.5 No person shall acquire Point Rights / Shares unless he shall have agreed to be bound by the provisions of this

Constitution.


6 Transfer of Points Rights / Shares

6.1 Any Points Rights / Shares which were acquired by a Member pursuant to a Purchase Agreement in terms of which the Member traded in, ceded or rented Use Benefits in Accommodation to the Trust in exchange for Points Rights /

Shares, shall not be capable of being sold or otherwise alienated by the Member unless title to the Accommodation

is transferred to the Trust.

6.2 Subject to the provisions of 6.1 a Member may sell or transfer Point Rights / Shares to a third party provided that:

6.2.1 The transferor has paid all amounts which may be owing by him to the Association or Trading Company; and

6.2.2 The transferor is not in breach of any of the provisions of this Constitution; and

6.2.3 The transferee has agreed to become a Member of the Association and agrees to be bound by the provision of this

Constitution, which consent must be given in writing; and

6.2.4 The prior consent to the transfer by the Executive Committee has been granted in writing.

6.3 In the event of a Member wishing to so transfer his Point Rights / Shares he shall deliver the Points Rights / Share

Certificate to the Association or Managing Agent together with a request form duly completed by such Member and by

the person to whom the Points Rights / Shares are to be transferred. Upon the payment of the applicable fee, the

Association or Managing Agent shall issue a fresh Point Rights / Share Certificate in the name of the transferee. The

Association or Managing Agent shall record the name of the transferee in the Point Rights / Share Register.

6.4 A transferee shall ipso facto be constituted a Member by the entry of his name into the Point Rights / Share Register and the issue to him of a Point Rights / Share Certificate.


7 Cessation of Membership

7.1 A Member shall cease to be such when he ceases to be the registered holder of Point Rights / Shares in terms of the issue to him of a Point Rights / Share Certificate.

7.2 Upon a Member ceasing to be such, neither he or his successors in title shall have any claim against the

Association or any interest in or rights against the Trust.




8 Undertakings by Members

Each holder irrevocably undertakes to be bound by this Constitution and to comply diligently with the provisions

hereof and the Rules issued pursuant hereto.


9 Occupancy Rights

9.1 The Occupancy Rights shall be exercisable during a Time Module, and

9.1.1 The duration in each instance of a Time Module shall be shown on the Resorts Points User Guide and the

consideration due shall be the number of Points determined in terms of the Points Grading of the Accommodation as

shown on the Resorts Points User Guide from time to time.

9.1.2 The Points Grading of Accommodation shall be determined by the Trading Company in the manner prescribed in the Scheme Agreement.

9.2 Points arising from the inclusion of Accommodation in the Scheme shall rest firstly in the Trading Company and the

Trading Company shall thereby be admitted to membership of the Association.


10 Duties of Members

A Member shall:

10.1 Not use the Accommodation or permit it to be used in such a manner or for such purpose as will cause a nuisance to other Members or to other persons lawfully entitled to the use thereof, and shall ensure compliance with the Rules by any

occupant, including servants, guests and any member of the family of any Member or occupant;

10.2 Not use the Accommodation or permit it to be used in such a manner or for such purpose as shall be injurious to the

reputation of the Scheme of the Resort;

10.3 Exercise reasonable care in the use of the Movables;

10.4 For the duration of the Time Module, be solely responsible for:

10.4.1 Any risk of loss or damage thereto or to the Movables;

10.4.2 The proper maintenance and upkeep thereof;

10.5 Not contravene or permit the contravention of any law, by-law, ordinance, proclamation, statutory regulation or the

conditions of any licence relating to or affecting the occupation of the buildings or the common property comprising Accommodation or the carrying on of business in such buildings or the conditions of title applicable thereto;

10.6 Utilise the Accommodation in accordance with and abide by the rules and regulations as determined by any body

corporate or management of the respective Resorts from time to time.

10.7 Permit any person authorised by the Executive Committee to enter the Accommodation at reasonable times for purposes of repair, inspection or maintenance. No Members shall have any claim against the Association as a consequence of any disturbance of his Use Rights by way of such operation.


11 Liabilities of Members in respect of Membership

Fees

11.1 Members shall contribute Membership Fees and any such charges as the Executive Committee may raise by way of

special charges as envisaged in clause 12.

11.2 The liability of a Member as contemplated above shall:

11.2.1 Be a debt due to the Association;

11.2.2 Arise from the date on which he is admitted to membership of the Association;

11.2.3 Continue uninterrupted for as long as he remains a Member.


12 Membership Fees and Special Charges and calculation thereof

12.1 Prior to the end of each financial year the Executive Committee shall, in terms hereof, prepare an estimate of

Membership Fees for the following financial year of the Association.

12.2 The Membership Fee and other charges shall be payable in advance:

12.2.1 In respect of a Calendar Member, by no later than 30 September of the year immediately preceding that in respect

of which such fees are due; and

12.2.2 In respect of an Anniversary Member by no later than the first day of the month immediately preceding the Anniversary Date of that Member; or as directed by the Executive Committee from time to time. For the purposes of the above, "Calendar member" means a Member who is entitled to an annual allocation of Points on 1 January each year,

irrespective of the date membership commenced, and "Anniversary Member" means a Member who is entitled to an

annual allocation of Points on his Anniversary Date, and "Anniversary Date" means in respect of each consecutive

period of 12 months, the first day of the month immediately following that month in which the Member's first instalment is

paid pursuant to his purchase agreement (where the Member undertakes to make payment of the purchase price by way of instalments), or in respect of a Member who purchases for cash, the first day of the month immediately following that

month during which the full purchase price is paid.

12.3 Membership Fees chargeable to Members shall be calculated in such a manner so as to be sufficient, in the

opinion of the Executive Committee, to ensure the proper functioning of the Scheme and shall include all levies and

charges due by the Trust in respect of the Accommodation to Resort bodies corporate and/or managing agents and the

replacement of Accommodation which terminated for any reason whatsoever.

12.4 Membership Fees calculated in accordance with 12.3 may, in the discretion of the Executive Committee, include a

contribution for the creation of a contingency fund.

12.5 The apportionment of the average Membership Fee per Point in the Scheme, may at the discretion of the Executive

Committee, be amended as it deems fit in the interests of the Scheme.

12.6 The Executive Committee may, during the currency of any financial year recover from Members by way of special levy or any expenses actually necessary or incurred by the Association and which were not adequately provided for in

the estimate referred to in 12.1.

12.6.1 The special levy may be limited to cession or trade-in type Members in the event that the resort levies and/or special levies debited by these Resorts exceed the Membership Fee charged by the Association per 12.3 hereof.

12.7 Each Member shall furthermore be liable to pay to the Association an annual central reservations fee and

administrative fee which shall be determined by the Executive Committee and which shall be charged to each

Member regardless of whether or not any particular Member utilised or occupied or reserved the use or occupation of any

Accommodation during that year.

12.8 A certificate at any time issued by the Executive Committee certifying the amount due and payable by the Member in

respect of his Membership Fee, shall constitute prima facie proof of such amount due, in respect of levies or other

charges due to the Association.


13 Breach

13.1 Should a Member fail to pay any amount owing to the Association on due date and thereafter fail, for a period of 14

days after issue of notice of a demand by the Association to the Member, to pay such amount or to be in breach of any of

his obligations and fail to remedy same, within 14 days after issue of notice of demand by the Association requiring him

to remedy such breach, then the Association or the Managing Agent shall be entitled, without prejudice to:

13.1.1 Declare all amounts owing by the Member to the Association as being immediately due and payable;

13.1.2 To obtain possession of the Point Rights / Share Certificate from such a Member and to cancel the said Certificate and to issue a new Certificate in replacement thereof.

13.1.3 To cancel or sell or dispose or realise of such Members Occupancy Rights on such terms and conditions as the

Executive Committee in their discretion may deem fit.

13.2 Every Member shall be deemed to have ceded to the Association all his rights arising from his Point Rights /

Shares as security for the due and proper performance by him of all his obligations in terms hereof.

13.3 The Member irrevocably appoints the Executive Committee or Managing Agent as his lawful attorney and agent in his place and stead to sign all such transfer and other documents as may be required to give effect hereto.


14 Executive Committee

14.1 The Association shall, subject to the conditions as provided for herein, appoint an Executive Committee who shall

exercise the powers and fulfil the duties of the Association in accordance with the provisions of this Constitution.

14.1.1 Newly elected Management Association Executive Committee Members require direct ownership of thirty

purchased Points as a minimum qualification for acceptance onto the Executive Committee.

14.2 There shall be no more than 10 Executive Committee Members which shall comprise:

14.2.1 Of 5 persons nominated by the Association from its Members and;

14.2.2 Of 5 persons nominated by the Trust, which persons need not be Members of the Association: provided that the

number of persons nominated as per 14.2 shall at no time be in excess of those nominated as per 14.2

14.3 Notwithstanding anything to the contrary contained herein the two Trustees in office as at date of the adoption of this

Constitution shall remain the sole Executive Committee Members for a period of 1 year from such date, provided that the said Trustees may be entitled, at their discretion, to extend this period of office for a further period of 2 years.

14.4 During the periods of office referred to in 14.3 the Executive Committee Members then in office shall be entitled to co-opt a further three Executive Committee Members, which additional Members need not be Members of the

Association.

14.5 At the first General Meeting of the Association, after the expedition of the periods of office referred to in 14.3, the

Associations' section of the Executive Committee shall be elected comprising Members per 14.2.1, which section of

the Executive Committee shall hold office for terms of 5 year periods or more or until re-election is demanded during a

General Meeting after the 5 year term.


15 Co-option of Executive Committee members

The Executive Committee may fill any vacancy in the number caused by Executive Committee Members ceasing

to hold office subject to clause 14.


16 Alternative Executive Committee members

An Executive Committee Member may appoint another person, acceptable to his Co-committee Members, to act in

his stead during his absence.


17 Remuneration of Executive Committee members


17.1 The Association shall reimburse to the Executive Committee Members, all disbursements and expenses actually and

reasonably incurred by them in carrying out their duties and exercising their powers.

17.2 The Association may remunerate any Executive Committee Member, at a rate to be approved by the Association in the General Meeting.


18 Indemnity


18.1 Every Executive Committee Member, agent or any other officer or other officer or servant of the Association is hereby indemnified by the Association against all costs, losses, expenses and claims which he may incur or become liable for by reason of any act done by him in the discharge of his duties, unless such costs, losses, expenses or claims are caused by the gross negligence, wilful default or fraudulent act of such person.

18.2 The indemnity referred to in 18.1 shall apply in favour of any Managing Agent appointed in terms of this constitution.

19 Disqualification of Executive Committee and removal from office

A Member shall cease to hold office as such;

19.1 If by notice in writing to the Association he resigns from his office;

19.2 If he is or becomes of unsound mind;

19.3 If he surrenders his estate as insolvent or his estate is sequestrated;

19.4 If he is convicted of an offence which involves dishonesty;

19.5 If he becomes disqualified from being appointed or acting as a director of a company in terms of the Companies Act.


20 Meetings of the Executive Committee

The Executive Committee may give notice to convening meetings, meet together for despatch of business, adjourn

and otherwise regulate their meetings as they think fit.


21 Quorum of the Executive Committee

21.1 A quorum at a meeting of the Executive Committee shall be two, provided that at least one shall be a person as

nominated in terms of 14.2.2.

21.2 If at any meeting of the Executive Committee a quorum is not present within thirty minutes of the appointed time of the meeting, such meeting shall stand adjourned to the next business day at the same time and the Executive Committee

members then present shall form a quorum, which must include an equal number of Trustees one of which will be

chairman.


22 Chairman of the Executive Committee

22.1 At the commencement of the first meeting of the Executive Committee and thereafter at each Annual General Meeting, the members of the Executive Committee shall elect a chairman from among their number who shall hold office as such until the next ensuing Annual General Meeting and who shall have a casting as well as an ordinary vote.

22.2 A chairman in terms of this Constitution shall be elected from the persons nominated in terms of 14.2.2.

22.3 If any chairman elected vacates his office, the Executive Committee shall, subject to the provisions of 22.2, elect

another chairman who shall hold office as such for the remainder of the period of office of the first-mentioned

chairman and who shall have the same rights of voting.


23 Voting by the Executive Committee

23.1 All matters at any meeting of the Executive Committee shall be determined by a majority of the votes of the Executive Committee members present and voting.

23.2 A resolution in writing signed by all the Executive Committee member for the time being shall be as valid and effective as if it has been passed at a meeting of the Executive Committee duly convened and held.

23.3 The chairman shall have a casting vote.


24 The functions, powers and duties of the Executive Committee

24.1 General

The duties and powers of the Association shall, subject to the provisions of this Constitution and to any restriction

imposed or direction given at a General Meeting, be performed or exercised by the Executive Committee.

24.2 Powers

The Executive Committee shall be entitled to exercise the full powers of the Association, including the power to make

Rules, subject to any restriction imposed or directions given at a General Meeting of the Association.


25 Signing of instruments

No instrument signed on behalf of the Association shall be valid and binding unless it is signed by two Trustees, or by

Trustee and the Managing Agent.


26 Duties of Executive Committee

The Executive Committee:

26.1 Shall, prior to the end of each financial year, prepare or procure preparation of or revise an itemised estimate of the

anticipated income and expenditure of the Association for the ensuing financial year and the financial year immediately

thereafter, for the purposes of estimating contributions to be levied on Members, and which may include a reasonable

provision for reserves and contingencies;

26.2 Shall estimate the amount to be levied upon Members during the ensuing financial year and charge a management

fee upon the Members in such estimated amount;

26.3 May from time to time make special levies upon Members;

26.4 Shall keep a record of the Scheme Rules in force from time to time;

26.5 Shall:

26.5.1 Keep minutes of their proceedings and resolutions passed in a minute book;

26.5.2 Cause a record to be kept of all minutes of meetings or resolutions passed by the Members of the Association in a

minute book kept for that purpose;

26.5.3 Keep all minute books, or microfilmed or other copies thereof, in perpetuity.

26.5.4 On the written application of a Member make all minutes of their proceedings and of the minutes of the Association, or copies thereof, available for inspection by such Member at the head office of the Managing Agent only.

26.6 Shall cause proper accounts and records to be kept so as to explain fairly the transactions and financial position of the Association, including:

26.6.1 A record of the assets and liabilities of the Association;

26.6.2 A record of all sums of money received and expended by the Association and the matters in respect of which such

receipts and expenses occur;

26.6.3 Individual accounts in respect of each Member.

26.7 Shall cause to be prepared and shall lay before every Annual General Meeting for consideration in terms hereof, an

audited financial statement in conformity with generally accepted accounting practice;

26.8 Shall from time to time appoint an auditor of the Association and fix his remuneration;

26.9 Shall cause all monies received by the Association to be deposited to the credit of an account or accounts with a

registered commercial bank or building society in the name of the Association, or its nominee;

26.10 May invest or cause the investment of any funds not immediately required for disbursement in an interest-

bearing account in order to accumulate a reserve for future expenditure;

26.11 Generally to perform any such other duties as may be required to be performed by the Association in terms of the

regulations promulgated in terms of the Act.


27 Meetings of members

27.1 Annual General Meetings of the Association shall be held once every year, by not later than 31 December.

27.2 The financial year of the Association shall run from the first day of January until the last day of December in the same year.

27.3 The Executive Committee may, whenever they deem fit and shall upon request by either the Trustees, or by Members holding Point Rights / Shares representing 10% of the total Point Rights / Shares at that time, convene a General Meeting.

27.4 If the Executive Committee fails to convene a meeting so requested in terms of 27.3 within 28 days of the request the Trustees and the Members concerned shall be entitled themselves to call the meeting.


28 Notice of General Meetings

28.1 At least 14 days' notice of every General Meeting specifying the place, the date and the hour of the meeting and, in the case of special business, the general nature of such business, shall be given to all Members, to the Managing

Agent, members of the Executive Committee and to the Trustees.

28.2 The Managing Agent and Trustees shall have the right to attend the General Meetings and to speak at such meetings, and in their capacity as such, be entitled to vote.

28.3 The notice referred to herein shall be accompanied by copies of the audited financial statements of the Association

when it is given in respect of the Annual General Meeting.


29 Quorum

29.1 No business shall be transacted at any General Meeting unless a quorum of persons including two Trustees is

present in person or by proxy at the time when the meeting proceeds to business.

29.2 A quorum at a General Meeting shall be three persons who are either Members, Trustees or Executives present in

person or by proxy and entitled to vote, but must include two Trustees.

29.3 If within half an hour from the time appointed for a General Meeting a quorum is not present, the meeting shall stand

adjourned until the same day in the next week at the same place and time, and if at the adjourned meeting a quorum is

not present within half an hour from the time appointed for the meeting, the Members present in person or by proxy and

entitled to vote shall be a quorum, subject to 29.2.


30 Chairman

The chairman of the Executive Committee or his nominee shall preside as chairman at every General Meeting of the

Association and shall have a casting vote.


31 Voting at General Meetings and polls

31.1 At any General Meeting a resolution put to vote of the meeting shall be decided on a show of hands unless, either

prior to or on the declaration by the chairman of the result of the show of hands, a poll is demanded by any person

entitled to vote at such a meeting.

31.2 Unless a poll be so demanded a declaration by the chairman that a resolution has on the show of hands been arried, shall be conclusive evidence of that fact without proof of the number or proportion of votes recorded in favour of or gainst such resolution.

31.3 A demand for a poll may be withdrawn.

31.4 A poll, if demanded, shall be taken in such a manner as the chairman thinks fit, and the result of the poll shall be deemed to be a resolution of the meeting at which such poll was demanded.

31.5 Where two or more persons are registered as joint holders of Point Rights / Shares, any one of them may vote as herein provided.


32 Votes

32.1 On a show of hands each Member, Trustee or Executive Committee member present shall have one vote.

32.2 On a poll each Member or Trading Company representative present in person or by proxy and voting at the meeting shall be entitled to vote on the basis of Points Rights / Shares held.


33 No vote in certain circumstances

Except in cases where a Special Resolution or a Unanimous Resolution is required under this Constitution, a Member

shall not be entitled to vote at any General Meeting if:


33.1 any Membership and other fees payable by him have not been duly paid; or

33.2 he has persisted in breach of any of the Scheme Rules, of any of the house rules referred in this Constitution, or of any of the terms of this Constitution notwithstanding notice in writing from the Executive Committee or Managing Agent to refrain from or remedy such breach.


34 Proxies

34.1 Votes at a General Meeting may be cast either personally or by proxy, whether on a poll or on a show of hands.

34.2 An instrument appointing a proxy shall be in writing under the hand of the appointer or his agent duly appointed in writing and shall be deposited at the office or such other place as may be specified from time to time by the Executive

Committee, not less than 48 hours before the time for the holding of the meeting, at which the person named in the

instrument proposes to vote, and in default of compliance herewith the instrument of proxy shall not be treated as valid.

34.3 A proxy need not be a Member.


35 Amendment

The provisions of this Constitution may be amended or added to by way of a Special Resolution of the Members;

provided that for the duration of the period referred to in 14.3 the Executive Committee therein mentioned shall have the

sole and exclusive right to amend this Constitution.


36 No refunds or distribution of profits or assets

36.1 No Member shall be entitled to a refund of monies lawfully levied upon him and paid by him.

36.2 No portion of the capital or gains of the Association shall be distributed to any Member or any other person except upon termination of the whole or part of the Scheme.


37 Appointment, powers and duties of Managing Agent

37.1 Notwithstanding anything to the contrary herein contained, the Executive Committee may from time to time and shall in any event if so required by the Members in the General Meeting, appoint in terms of a written contract a Managing

Agent to manage and administer the Scheme, the Units and the Use Rights to exercise such powers and duties as may be entrusted to it, including the power the collect Membership Fees.

37.2 Any Managing Agent so appointed shall:

37.2.1 Keep full records of his administration and shall report to the Committee and the Trustees on all matters which in its opinion may materially detrimentally affect the value or amenity of the Accommodation or the Scheme;

37.2.2 Attend all meeting of the Members and the Executive Committee;

37.2.3 Be entitled to, and the Executive Committee shall from time to time furnish such Managing Agent with, copies of the minutes of all meetings of the Members and the Executive Committee.


38 Auditors report

The accounts of the Association shall be examined and the correctness of the income and expenditure account and

balance sheets shall be ascertained by the Auditors at least once during any financial year.


39 Service of notice

39.1 Any notice requested to be given in terms of this Constitution shall be in writing and shall be delivered by hand or

addressed to the addressee by pre-paid post and shall be deemed to have been received 7 days after the date of its

posting.

39.2 Notice may be given by the Association to any Member, either personally or addressed to such Member at such

address or the last address as he may have notified the Association in writing, or if such Member has failed to notify

the Association in writing of any such address, at the address of the Member from whom he acquired Point Rights / Shares.


40 Dissolution

40.1 The Association shall continue until the termination of the Trust and on termination thereof the Association shall be

dissolved.

40.2 On the dissolution of the Association, any excess of the Associations assets over its liabilities shall be distributed in

such manner as the Executive Committee shall determine, due regard being had to the rights and interest of the

Members.


PRE AGREEMENT STATEMENT AND TERMS OF FINANCE


1 Credit Finance Agreement

1.1 The whole principal debt is distributable to the Trading Company as vendor and credit provider.

1.2 The cost of credit, including the principal debt, amount deferred and all fees and charges are set out in Schedule 3.

1.3 You will be provided with a written statement posted or sent electronically to your chosen address no less than every two months.

1.4 The cash price of your Points is the purchase price set out in Schedule 3.

1.5 The balance of the purchase price due, after deducting the deposit made by you, will be paid in instalments calculated in accordance with Schedule 3, which instalments shall be inclusive of the following charges: a nominal monthly service

fee and an initial entrance fee, if you choose not to pay this up-front. These charges shall, where applicable, be inclusive

of value added tax.

1.6 Interest is charged at the rate allowed in terms of the National Credit Act. In the event of the interest rate changing in terms of the law, the rand amount of the interest set out in Schedule 3 may change, and your instalment will, on 30 days written notice to you, be adjusted accordingly. In the event of you failing to make payment of any instalment when due, interest shall be charged on the arrear amount at the default interest rate quoted (or varied in terms of the above) and which rate shall be deemed the interest rate applicable to the principal debt under this agreement.

1.7 Payments on the purchase price received from you will firstly be allocated to arrears, interest and other charges and

thereafter to reduction of the purchase price. You hereby irrevocably undertakes to pay all instalments and charges by

means of a debit order.

1.8 All instalments due in terms of this Credit Finance Agreement are payable on the first day of each month, and shall be made without deduction, free of exchange, bank and other charges, at the Trading Company's place of business, or

such other place as the Trading Company may direct in writing from time to time.

1.9 The Trading Company may cede or assign or make over to any other person, all or part of any amounts due and owing in terms hereof.

1.10 You may prepay any amount on your account, in which case such payment shall be allocated first to unpaid interest, then unpaid fees or charges and thereafter to reduce the principal debt.

1.11 The provisions of this Credit Finance Agreement are applicable to and as for as long as you still have any amount

owing on your finance account.

1.12 Should you die prior to the termination of this Credit Finance Agreement, then the outstanding balance on your capital account will be deemed to have been settled in full, provided that:

1.12.1 you are 65 years or younger as at the date of death;

1.12.2 you were up to date with all your obligations in terms hereof;

1.12.3 your death was not as a result of suicide nor a medical condition pre-existing at the time of you entering into this

Credit Finance Agreement; and

1.12.4 satisfactory proof of death is provided to the Trading Company within 60 days of the event.

1.13 It is a condition of this Credit Finance Agreement that you bind yourself to the terms and conditions of membership of

The Holiday Club as set out in the Application for Membership attached.


2 Breach

2.1 In the event of you breaching any of your obligations in terms of this Credit Finance Agreement, the Trading

Company may give you 10 days' written notice:

2.1.1 to refer the default to a debt counsellor or alternative dispute resolution agent, and should you not respond, or

reject the notice, the Trading Company shall have the right to enforce your obligations in terms of the Credit Finance

Agreement through the courts of law; or

2.1.2 to remedy your breach, failing which the Trading Company may forthwith cancel this Credit Finance Agreement and your Points and all rights attaching thereto, and subject to any limitation in law, retain as agreed pre-liquidated damages, all monies already paid by you, without prejudice to any rights to recover from you any damages as it may have sustained as a result of your breach.

2.2 The Trading Company may recover from you any costs incurred, whether consequent upon notice, enforcement,

cancellation or sale, attorney's or debt collection agent's fees, arrear interest as allowed by law and collection

commissions which may be due in terms of the law.

2.3 You consent to the Trading Company listing you with any credit bureau should you be in default, despite notice or any

other action taken against you in terms of the above, on payment of any amount due from time to time in terms of this

Credit Finance Agreement.

2.4 You acknowledge that the Trading Company may have an information sharing practice with the credit bureau and to this extent :

2.4.1 you confirm that the Trading Company may transmit to the credit bureau data about this application, and the opening and termination of this Credit Finance Agreement;

2.4.2 you confirm that non-compliance with the terms and conditions of this Credit Finance Agreement may be

transferred to the credit bureau;

2.4.3 the current credit bureau of the Trading Company is Trans Union which may be contacted on (011) 214 6100;

2.4.4 you acknowledge the fact that the credit bureau provides a credit profile and possibly a credit score on credit worthiness of the person subject to the record;

2.4.5 you have the right to contact the credit bureau, have the credit record disclosed and to correct inaccurate information.

2.5 The Trading Company shall be entitled to charge you (if you are in arrears) with a default administration fee in the amount prescribed by law from time to time.

2.6 The Trading Company shall be entitled to charge collection costs prescribed by law from time to time in respect of the

enforcement of a your monetary obligations in terms of this Credit Finance Agreement


3 General

3.1 This Credit Finance Agreement constitutes the sole basis of the contract between the Trading Company and you.

3.2 Any agreement between you and the Trading Company to cancel, alter or add to this Credit Finance Agreement, shall

be of no force or effect unless reduced to writing and signed by the parties.

3.3 Should you not be totally satisfied with his purchase and wish to rescind this Credit Finance Agreement within the five day revision period then you may do so by giving written notice to the Trading Company at their given address, which notice must be received by them within five working days of you having signed this Credit Finance Agreement.

3.4 You may settle or terminate this Credit Finance Agreement by paying the sum of the unpaid balance of the principal debt and all unpaid interest charges and other fees and charges then payable.

3.5 You may surrender your Points to the Trading Company by giving the Trading Company - ten day's written notice and completing the prescribed transfer documents. The Trading Company will then advise you within ten days of such notice of the estimated value of the Points on re-sale. Unless you withdraw your notice within a further ten days thereafter, the Trading Company will endeavour to sell the Points Rights and your account will be credited or debited with the proceeds of the sale, less any expenses reasonably incurred. You will be obliged to pay the Trading Company any shortfall on your account before the Trading Company sells your Points.

3.6 You have the right to resolve a complaint by way of alternative dispute resolution, to file a complaint with the National Credit Regulator, to make an application to the Tribunal and to make application to a debt counsellor for debt review in the manner prescribed in the Act.

3.7 The contact details of the National Credit Regulator and the Tribunal are: PO Box 2694 Houghton 2041 or (011) 6474400.

3.8 If any provision of this Credit Finance Agreement offends any law applicable to it and is as a consequence illegal, invalid or unenforceable then:

3.8.1 where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature, it must be read down to the extent necessary to achieve that result;

3.8.2 in any other case, the offending provision must be severed in which event the remaining provisions of this Credit Finance Agreement and these terms and conditions shall operate as if the severed provision had not been included.

3.9 If you are in possession of your original Points certificate, you are required by law to disclose its location to the Trading Company.

3.10 Any indulgence shown, extension or right waived, shall in no way operate as estoppel against the Trading Company nor in any way limit their rights hereunder, or modify or alter same.


4 Notices

Any notice required to be given by one party to another, shall be deemed to have been given as if addressed to the relevant party at the address set out in schedule 1. Such notice shall be deemed to have been duly received, if delivered personally to the addressee, or if posted by pre-paid post within the Republic of South Africa, 7 days after the date of despatch.


5 Agent or trustee

If you sign this Credit Finance Agreement on behalf of a company, close corporation, trust or partnership which is

already in existence, then you hereby bind yourself as surety and co-principal debtor for the due and punctual performance by the company, close corporation, trust or partnership of all its obligations in terms of this Credit Finance Agreement.


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