Member Lounge MTC Plus

These Club Rules (the “Rules” or “Rules of Occupation”) shall apply to all Members at the Resorts

RIGHTS OF OCCUPATION AND OBLIGATIONS OF THE TRUSTEE

  • (a)
    • (i) The Trustee shall use its best endeavours to preserve the beneficial ownership of the Exclusive Rights of Occupation of the Apartments for the Company and/or Members until the Termination Date. Such Exclusive Rights of Occupation shall be secured by lease or other contract of occupation of the Apartments, issued in the name of a company controlled by the Trustee and the warranty provided by the Trustee, more particularly specified in the Deed of Trust, is limited to that provided by the lease or other contract of occupation and any other safeguards that the Trustee may, at its sole discretion, obtain, which shall always be subject to the practical constraints resulting from the varied legal and other circumstances of each Resort and the compromises necessary in achieving the aim of providing Members with as wide a choice as possible of Club Resorts.
    • (ii) The Trustee shall collect and control the distribution of all annual Management Charges except those from Members resident in Thailand when the Trustee will act jointly with the Service Supplier.
  • (b) Any Purchaser by entering into a Purchase Agreement with the Company and complying with his legal obligations contained therein shall become a Member.
  • (c)
    • (i) The Trustee shall issue all Membership Certificates, which shall, for their period of validity, entitle the Member named thereon, to exclusively occupy, the type of Apartment, in each year or alternate year, for the number of Full Membership or Alternate Year Weekly Periods purchased in the specified Season and, in the case of Alternate Year Weekly Periods, whether the Membership Certificate relates to the Odd or Even Years, provided that the aggregate number of Weekly Periods conferred by all Membership Certificates issued for a particular type of Apartment , for a particular Season for any year shall not exceed the aggregate number of such Weekly Periods vested in the Trustee for that Season and that year in all the Apartments of that type.
    • (ii) In the event that no last year of occupation is specified on a Purchase Agreement or Membership Certificate, the Exclusive Rights of Occupation attached thereto shall cease at the Termination Date.
    • (iii) The Weekly Periods will be numbered from 1 to 52 in accordance with the Table of Weekly Periods.
    • (iv) The Company is beneficially entitled to the Exclusive Rights of Occupation attributable to all unsold Membership Certificates and is at liberty to transfer such beneficial entitlement by entering into and completing Purchase Agreements as contemplated in these Rules.
    • (v) At the sole discretion of the Company, a Fixed Week may be allocated to a Purchase Agreement and the related Membership Certificate. For the avoidance of doubt, at Resorts in Thailand, the Weekly Periods 51, 52 and that including the Thai New Year, shall be designated Fixed Weeks.
  • (d) Members shall apply for and be allocated occupation of the Apartments as follows:-
    • (i) Members may apply for occupancy of an Apartment at any Resort for a particular Weekly Period or Split Week, up to 12 months in advance of the first day of their proposed occupation. Such applications shall be made in the form prescribed by the Service Supplier for that purpose.
    • (ii) In the event of the Members first choice not being available, the Service Supplier will offer Members whose applications cannot be met, the nearest available alternative.
    • (iii) Unless specifically authorised in writing by the Service Supplier, any unused annual holiday entitlement will expire at the end of the calendar year and may not be carried forward to the following year unless saved within the external exchange system as outlined herein.
    • (iv) Notwithstanding the aforementioned provisions of this Clause the Service Supplier shall, at its discretion, be entitled to alter the method by which the Weekly Periods are allocated and without prejudice to the generality of the foregoing to make arrangements with other resorts, hotels and the like to create a pool of occupation rights.

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EXTERNAL EXCHANGE

  • (a) The Company and Service Supplier shall use its best endeavours to maintain in force an affiliation agreement with an international exchange company, RCI Asia Pacific Pte Ltd (“RCI”) and/or Interval International Pte Ltd (“II”) both of Singapore and/or any other International External Exchange Organisation.
  • (b) Each Member will be automatically enrolled as a member of RCI or II for the period specified on his Purchase Agreement. The cost of external exchanges through and renewals of membership with RCI or II, shall be borne by the Member.
  • (c) The external exchange programme with RCI or II will operate as follows:-
    • (i) A Member shall reserve a Weekly Period through the Service Supplier, stating at the time of requesting the reservation that he intends to make an external exchange. The Service Supplier will deposit that week with RCI or II on behalf of the Member who may then effect an external exchange under the normal terms and conditions of RCI or II.
    • (ii) An allocation which has been deposited with RCI or II may not be retrieved by the Member.
    • (iii) A Member will not be permitted to occupy accommodation reserved through RCI or II unless the Management Charge and any other charges or fees due in respect of his Weekly Period has been paid, irrespective of whether an allocation has been made.
    • (iv) Availability of accommodation through RCI and II is entirely dependent upon the weeks deposited therein by its members and any representations made by RCI or II in this or any other respect is theirs and theirs alone.

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MANAGEMENT CHARGE

  • (a) Members shall contribute in the form of an annual Management Charge to all reasonable costs incurred in connection with the management of the Resorts and Apartments and shall pay in addition the fees of the Operator and/or Service Supplier for performing its obligations under these Rules. Such costs shall include, without prejudice to the generality of the foregoing, the following:-
    • (i) Maintenance, repair, redecoration, cleaning, and (where necessary) renewal of the Apartments, services and facilities provided for the benefit of the Members whether exclusive or in common with others entitled.
    • (ii) Maintenance, repair and (when necessary) replacement of furniture, equipment, utensils, provisions, furnishings, fittings and fixtures in or about or used with the Apartments.
    • (iii) Insurance of the Apartments and the contents provided at the Resorts for their full reinstatement cost, and other insurance whether or not relating to the Apartments which shall reasonably be considered necessary.
    • (iv) All outgoings incurred in respect of the Apartments including electricity, gas, water, rates, contributions to the upkeep of areas used in common with third parties and any taxes or other charges or impositions whether of an annual or recurring nature or otherwise.
    • (v) Any reasonable charges which may be incurred in the management and preservation of the value of the Apartments and the running of the Resorts’ affairs and their common facilities, including, inter alia, insurance of the Apartments and the provision of reception and security services.
    • (vi) The fees and expenses of the Trustee (including the fees for collection of Management Charges) and all other costs, expenses or payments to the Trustee under the Deed of Trust and the fees and expenses of the auditor, lawyers and other professional advisers to the Resorts.
    • (vii) Charges in respect of any golf, tennis or other facilities made available to the Members pursuant to any arrangements made by the Company or Operator and/or Service Supplier.
    • (viii) The maintenance of a sinking fund (if one is established) to meet capital expenditure
  • (b) The Management Charges for any year shall be payable by 1st November of the preceding year and shall not exceed the Management Charge at the Commencement Date adjusted by the weighted average of the rates of inflation in the countries in which the Resorts are situated, between the Commencement Date and the date of issue of the relevant invoice for the following year. In the event of the Service Supplier wishing to impose a higher increase (for example as a result of government action, uninsured natural disaster, the need to provide additional services, etc) then it may raise invoices accordingly. If any Member considers the increase above the rate of inflation to be unjustified he should notify the Trustee in writing. If the number of Members giving such notification exceeds the holders of 15% of all Membership Certificates issued (as certified by the Trustee) the Trustee (acting as an expert and not as an arbitrator) shall review and determine the Management Charge for that year, using the services of any other experts it deems fit. (The Management Charge so determined shall incorporate the Trustee’s fees and expenses in so acting). The Trustee’s decision shall be binding on the Members and the Service Supplier. Notwithstanding the above, the invoiced Management Charge shall still be payable in its entirety and any excess collected (as determined above) shall be credited against the Member’s Management Charge for the following year.
  • (c) The Operator and/or Service Supplier shall have sole discretion in deciding what monies should be spent for any of the purposes set out above and when the same shall be expended.
  • (d) The Company shall not be liable to pay Management Charges in respect of unsold Membership Certificates unless a Weekly Period attributable thereto is occupied other than by Members.
  • (e) Members of Alternate Year Weekly Periods shall be liable to pay the Management Charge applicable only in the years to which they are entitled to occupy the Apartments.
  • (f) The maximum number of occupants of the Apartments and the 2022 Management Charges are as follows:
    • Standard Studio Apartments 2 persons US$ 352
      Standard One Bedroom Apartments 4 persons US$ 443
      Standard Two Bedroom Apartments 6 persons US$ 536
    In the event of it being necessary to issue Management Charge invoices in a different currency, a sum to cover the costs of currency exchange losses (to be determined by the Trustee) will be added to the above prices, which include the Trustees fees for collection.
  • (g) In the event of a Member applying for and being allocated a period of occupation of a Split Week a supplement to the Management Charge of US$60 shall be payable at the time of allocation. This supplementary charge shall rise in proportion to the rise in annual Management Charges.
  • (h) Apartments for any new Resorts affiliated to the Club may be designated as Presidential Apartments and their Management Charges may be set at an increased level by the Company, accordingly.

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FURTHER OBLIGATIONS OF MEMBERS

Each Member shall be subject to the following further obligations:-

  • (a)
    • (i) To notify in writing the Operator 30 days in advance of the commencement of the allocated Weekly Period (or part thereof) with the name and number of persons who will be occupying the relevant Apartment, unless the relevant Weekly Period has been deposited with RCI/II.
    • (ii) Not to allow the Apartment to be occupied by more than the maximum number of persons indicated on the Member’s Membership Certificate, or by more than the maximum number of persons allowed to occupy the type of Apartment indicated on the Member’s Membership Certificate by law or regulation of the relevant tourist authority.
    • (iii) To occupy the Apartment only between 4.00 pm on the first day and 10.00 am on the last day of each period of occupation allocated to him in any year.
  • (b) To keep and maintain the interior of the Apartment occupied in a good and tenantable state and condition during the period of the Member's occupancy, and to pay or indemnify the Operator against any damage, deterioration or dilapidation, other than as a result of fair wear and tear, and damage or destruction by fire or any other insured risk, which may have occurred during his occupancy period, of which the Operator shall be the sole judge.
  • (c) In the event that any repair or maintenance work is required to an Apartment or its contents whilst it is occupied by a Member, to allow reasonable access on reasonable notice to enable such work to be carried out except in the case of emergency, when no notice shall be required and access may be obtain by use of a master key.
  • (d) Not to make any alterations to any Apartment or its contents and to pay all other expenses incurred by the Member including all telephone calls and to pay such reasonable deposit as the Operator may demand against such charges.
  • (e) Only to communicate with the Club or Resorts through the Members representative from time to time or in writing to their head office or in any other form or to any other address prescribed by the Company and/or Service Supplier.
  • (f) To notify the Trustee and Service Supplier forthwith of any change in his permanent address.
  • (g) At all times to observe these Rules as amended from time to time and those of each individual Resort, with regard to the use of the Apartment and sporting, leisure, parking and other common facilities provided at the Resort .
  • (h) Not to bring any pets or spices or other strong smelling substances into the Apartment nor to do or allow children or other occupants of the Apartment to do anything that might disturb other Members’ peaceful enjoyment of the Apartments and Resorts nor to do anything which would make void or void able the insurance of the Resorts or which may operate to increase the premium.
  • (i) To pay within one month of the same being demanded, the Management Charges and annual fee for provision of other tourist services as provided for herein and if the same is not paid by such date interest at 10% per month on the arrears from such date.

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SUSPENSION AND CANCELLATION OF EXCLUSIVE RIGHTS OF OCCUPATION

If at the ultimate discretion of the Service Supplier, any Member shall have committed a substantial breach of the obligations imposed on him herein, then the Members' Exclusive Rights of Occupation may be suspended by the Service Supplier by giving written notice to this effect to the Member. If such breach is not remedied within 60 days of the notice first being given, the Service Supplier shall send a further notice to the Member advising that failure to remedy such breach (as well as the consequences or effects of such breach) within 60 days, will result in the cancellation of the Member's Exclusive Rights of Occupation. If such breach remains unremedied within that period of notice, the Member's Exclusive Rights of Occupation shall be cancelled without further notice or compensation and shall revert to the ownership of the Company.

For the avoidance of doubt, non-payment by a Member of his Management Charges shall constitute a substantial breach of his obligations but should the former Member, whose Exclusive Rights of Occupation have been cancelled, remedy his breach of these Rules and make payment of all outstanding sums to remedy that breach, (together with interest and a reinstatement fee to be determined by the Service Supplier), within a period of 12 months from the date of permanent cancellation of his Exclusive Rights of Occupation, then the former Member’s Exclusive Rights of Occupation shall be reinstated in an Apartment of the same type and in a Weekly Period in the same Season subject only to there being unsold Membership Certificates available and such Member shall be issued with a new Membership Certificate.

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TRANSFER OF EXCLUSIVE RIGHTS OF OCCUPATION

  • (a) Subject to the provisions of the above clause, any Member may apply to dispose of his Exclusive Rights of Occupation to any person, whether by sale, gift or otherwise, by means of the certificate of transfer appearing on the reverse of the Membership Certificate.
  • (b) On the death of a Member, his personal representative may apply to dispose of his Exclusive Rights of Occupation in a like manner.
  • (c) Upon delivery to the Trustee of the Membership Certificate evidencing the Exclusive Rights of Occupation to be transferred, together with a completed Certificate of Transfer signed by the transferor and the transferee, and such fee as the Trustee shall from time to time determine and provided that no Management Charges or other sums contemplated under these Rules are owed by the transferor, the Trustee shall replace the name of the transferor by that of the transferee in the Register and issue a new Membership Certificate in the name of the transferee. Pending such replacement and issue no effective disposal as contemplated at sub clauses (a) or (b) above shall be deemed to have taken place.
  • (d) From the date of the entry of the name of the transferee in the Register, all obligations to the Company or the Service Supplier or the transferor under these Rules (other than obligations of the transferor accrued at the time of the disposal of the Membership Certificate by the transferor to the transferee) shall thereupon cease and the transferee shall be entitled to exercise the rights of the Member.

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OBLIGATIONS OF THE COMPANY AND SERVICE SUPPLIER

The Company and/or Service Supplier shall have the following obligations:

  • (a) To arrange for and allow unfettered Exclusive Rights of Occupation by the Member of the Weekly Periods (or part thereof) allocated to the Member in accordance with these Rules.
  • (b) To arrange for the management and administration of the Resorts, the Apartments and their cleaning, maintenance, repair, renewal, decoration, insurance and the provision of other services and for keeping them in a safe, hygienic and tenantable condition.
  • (c) To arrange for the prompt invoicing, collection and disbursement of Management Charges and the application of these Rules in general.
  • (d) To replace any Resort which ceases to be affiliated to the Club with another suitable Resort or further Apartments at then existing Club Resorts, such that the terms of clause 2(c)(i) shall not be breached.
  • (e) For Management Charge purposes, to grade the Apartments of any new Resort affiliated to the Club.
  • (f) To provide, in return for an annual fee of US$ 15, which shall rise in proportion to the rise in annual Management Charges, such additional tourist services and benefits as may from time to time be available, which amongst others may include discounts on the public prices of restaurants, bars, car rentals, flights and other amenities.

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MEMBERS GUESTS

  • (a) A Member may without effecting a transfer within the meaning of clause 7, permit another person or persons to take advantage of his Exclusive Rights of Occupation to which his Membership Certificate relates provided that if he wishes to do so he shall give the Operator and/or Service Supplier not less than 14 days prior notice in writing of his intention to do so, together with the name and address of such person.
  • (b) Notwithstanding any such permission as aforesaid, the holder of the Membership Certificate shall remain liable under the provisions of these Rules for Management Charges and in all other respects.

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NON ACQUISITION OF PROPERTY RIGHTS

No Member shall be considered to be acquiring a property right on entering into a Purchase Agreement. Any clause or sub-clause of these Rules shall be null and void in respect of any particular Purchase Agreement if the application of that clause or sub-clause would bring any party to this Project Documentation or that Purchase Agreement within the scope of any legislation relating to investment or to property rights in the country in which that Purchase Agreement was entered into. Notwithstanding the fact that any clause or sub-clause of these Rules may have become null and void as a result of the application of this sub-clause, all other clauses or sub-clauses of these Rules shall remain valid and enforceable in their entirety.

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DEFINITIONS

The following expressions shall have the following meanings:-

"Resorts" means the holiday resorts at which Exclusive Rights of Occupation in one or more Apartments for one or more Weekly Periods has been vested in the name of the Trustee (or a wholly owned subsidiary thereof).

"Company" and “Vendor” mean Quality Vacation Club Co. Ltd. a company registered in Thailand or any of its successors in title or assigns.

“Trustee” means Hutchinson & Co Trust Company Ltd whose main place of business is at Priory Court, Tuscam Way, Camberley, England, GU15 3YX or any successor

"Seasons" means the periods in each calendar year identified by the Company and/or Service Supplier, taking into account the seasons designated by RCI or II, in relation to Weekly Periods at each Resort.

“Operator” means the individual legal entities responsible for the management and operation of each Resort.

“Service Supplier” means the Club or the legal entity appointed to administer the Club and provide the tourist services to Members.

“IEEO” means Interval International, RCI or such other international external exchange organisation as the Vendor may from time to time select.

"Member" and “Holiday Owner” mean the Purchaser as outlined in a Purchase Agreement after completion by the Purchaser of all his contractual obligations outlined in that Purchase Agreement.

“Purchase Agreement” means the Purchase Agreement by which the Company agrees to sell and the Purchaser to purchase a Membership Certificate at the price and in accordance with the conditions set out therein.

"Apartments" means the completed, furnished and unencumbered apartments, villas, townhouses or other residential accommodation or Weekly Periods therein, the Exclusive Rights of Occupation of which have been vested in the Trustee (or a wholly owned subsidiary of the Trustee) and are held in trust for the Company and the Members to whom the Company may have transferred Exclusive Rights of Occupation.

“Weekly Period" means the seven night period in respect of which Exclusive Rights of Occupation of an Apartment are granted under a Purchase Agreement to a Member.

“Split Week” means a part of a Weekly Period with a minimum of three days.

“Full Membership” and “Alternate Year” mean each year and each alternate year, respectively.

“Even Years” and “Odd Years” mean calendar years ending in an even and odd digit, respectively.

"Exclusive Rights of Occupation" means the beneficial right to occupy and enjoy (and to allow others to occupy and enjoy), the type of Apartment for the number of Weekly Periods each year or each alternate year, as the case may be, at one of the Resorts, (as referred to in a Purchase Agreement and/or Membership Certificate), subject to the operation of these Rules between the date of the Membership Certificate and the Termination Date.

"Project Documentation" means the Deed of Trust and all other documents governing the running of the Resorts which underlie these Rules and the sale of the Exclusive Rights of Occupation to the Purchaser.

"Membership Certificate" means the Certificate granted to a Member evidencing the Member's entitlement to the Exclusive Right of Occupation specified therein. A specimen Membership Certificate is attached hereto.

"Fixed Week" means a specified Weekly Period in each year as denoted in the Membership Certificate.

“Register” means the register of current Members maintained by the Trustee or other competent body.

“Commencement Date” means 1st May 2001

"Termination Date" means 30th April 2031

“Management Charge” means the annual charge levied on the Member for that year of the Exclusive Rights of Occupation of a Weekly Period, as provided for herein.

"the Deed of Trust" means the deed between the Company and the Trustee in the form of Document 1 annexed to these Rules

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MODIFICATION OF THE CLUB RULES

The Company and Trustee may modify or add to the provisions of these Rules in such manner and to such extent as they may consider necessary or expedient provided that the Trustee shall certify in writing that in its opinion such modification, alteration or addition does not materially prejudice the interests of the then existing Resorts and Members and does not operate to release any of the parties hereto from any responsibility to the then existing Resorts and Members.

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RENEWAL PROVISION

Within the two years preceding the Termination Date or as soon as practicable thereafter, the Trustee shall ballot all Members as to whether to extend the term of the Club for a further period of time using the Apartments at the Resorts with which there remains in force an agreement for the provision of Exclusive Rights of Occupation to Members, supplemented by any new Resorts and or Apartments that may be necessary to provide adequate Apartments for all those Members wishing to extend the term of the Club, such Members bearing the cost thereof proportionately. No Member shall be obliged to extend his period of membership of the Club beyond the Termination Date unless he votes in favour of the proposition

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LAW AND ORIGINAL LANGUAGE

  • (a) The English language shall be the original language of these Rules. Where these documents are translated into any other language, in the case of conflict the English shall prevail.
  • (b) These Rules shall be governed by the Laws of Thailand except insofar as they refer to the obligations of the Trustee which are covered in the Deed of Trust.