Club Rules
These Club Rules (the “Rules” or “Rules of Occupation”) shall apply to all Members of the Club, which is an extension of MTC Plus.
- RIGHTS OF OCCUPATION
- EXTERNAL EXCHANGE
- MANAGEMENT CHARGE
- FURTHER OBLIGATIONS OF MEMBERS
- SUSPENSION AND CANCELLATION OF EXCLUSIVE RIGHTS OF OCCUPATION
- TRANSFER OF EXCLUSIVE RIGHTS OF OCCUPATION
- OBLIGATIONS OF THE COMPANY AND SERVICE SUPPLIER
- MEMBERS’ GUESTS
- NON-ACQUISITION OF PROPERTY RIGHTS
- DEFINITIONS
- MODIFICATION OF THE CLUB RULES
- LAW AND ORIGINAL LANGUAGE
RIGHTS OF OCCUPATION
(a) (i) The Company controls the Club, which is associated with the multi-location club MTC Plus, whose main purpose is to provide Exclusive Rights of Occupation in Apartments for the Members until the Termination Date.
(ii) The Service Supplier shall collect and control the distribution of all annual Management Charges.
(b) Any Purchaser by entering into a Purchase Agreement, a form of surrender and request, or such other suitable document in use from time to time and complying with the legal obligations contained therein shall upon the completion thereof become a Member.
(c) (i) On becoming a Member, the Purchaser’s name and details shall be added to the Register and a Membership Certificate shall be issued to the Member, 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(s) or Alternate Year Weekly Periods purchased and, in the case of Alternate Year Weekly Periods, whether the Membership Certificate relates to the Odd or Even Years.
(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 for Members of Full Membership(s) and Alternate Year Weekly Periods of Odd Years, and one year earlier for Members of Alternate Year Weekly Periods of Even Years.
(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.
(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 Member’s 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 en¬titled 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.
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 7across both of Singapore and/or any other International External Exchange Organisation.
(b) Each Member will be automatically enrolled as a member of RCI or 7across for the period specified on his Purchase Agreement. The cost of external exchanges through and renewals of membership with RCI or 7across, shall be borne by the Member.
(c) The external exchange programme with RCI or 7across will operate as follows:
(i) A Member shall make a request through the Service Supplier to use the external exchange programme. The Service Supplier will deposit a Weekly Period with RCI or 7across on behalf of the Member who may then effect an external exchange under the normal terms and conditions of RCI or 7across.
(ii) An allocation which has been deposited with RCI or 7across may not be retrieved by the Member.
(iii) A Member will not be permitted to occupy accommodation reserved through RCI or 7across 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 7across is entirely dependent upon the weeks deposited therein by its members and any representations made by RCI or 7across in this or any other respect are theirs and theirs alone.
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 (including the fees for collection of Management Charges) 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, the provision of reception and security services.
(vi) The fees and expenses of the Registrar and the fees and expenses of the auditor, lawyers and other professional advisers to the Resorts.
(vii) 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. The Management Charge shall be increased each year by no more than 5%. 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 5% to be unjustified he should notify the Service Supplier and Registrar in writing. If the number of Members giving such notification exceeds the holders of 15% of all Membership Certificates issued (as certified by the Registrar) the Service Supplier (failing which the Company) shall appoint an independent accountant or other similarly qualified individual acting as an expert, to ascertain whether the proposed increase is reasonable, taking into account all relevant costs. In the meantime, the Members are still obliged to pay the Management Charge as invoiced. The Service Supplier shall provide the appointed expert with a budget for the forthcoming year covering the costs mentioned within this clause only in the event that the Services Supplier and Registrar receives notification from 15% or more holders of all Membership Certificates in that year that the increase in Management Charges above the 5% is unjustified. The budget shall be examined and audited by the expert, whose decision as to whether the proposed Management Charge is reasonable, shall be final.
(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 Management Charges 2022 are as follows:
Standard Studio Apartments 2 persons US$ 330
Standard One Bedroom Apartments 4 persons US$ 420
Standard Two Bedroom Apartments 6 persons US$ 500
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 Service Supplier) will be added to the above prices, which include the Service Supplier’s 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.
FURTHER OBLIGATIONS OF MEMBERS
Each Member shall be subject to the following further obligations:
(a) (i) 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.
(ii) 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 Registrar 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 regards 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 voidable 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.
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 45 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 45 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 subject only to there being unsold Membership Certificates available and such Member shall be issued with a new Membership Certificate.
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 Registrar 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 trans¬feree, and such fee as the Registrar shall from time to time determine, the Registrar shall forward a copy of the certificate of transfer to the Company. Provided that no Management Charges or other sums contemplated under these Rules are owed by the transferor and the Company has approved the certificate of transfer, the Registrar 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.
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.
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 Service Supplier not less than 45 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 re¬spects.
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.
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 are made available for the Member by the Company.
"Company" mean Asian Oasis Properties Limited a company registered in Hong Kong or any of its successors in title or assigns.
“Registrar” means Hutchinson Trustees Ltd whose main place of business is at 5 Priory Court, Tuscam Way, Camberley, England, GU15 3YX or any successors in title or assigns.
“Operator” means the individual legal entities responsible for the management and operation of each Resort.
“Service Supplier” means the legal entity appointed by the Company to administer the Club and provide the tourist services to Members.
“IEEO” means 7across, RCI or such other international external exchange organisation as the Company may from time to time select.
"Member" means 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 and furnished apartments, villas, townhouses or other residential accommodation or Weekly Periods therein, made available to the Members by the Company.
“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 every other year, respectively.
“Even Years” and “Odd Years” mean calendar years ending in an even and odd digit, respectively.
"Exclusive Rights of Occupation" means the 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 all 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 by the Company to a Member evidencing the Member's entit¬lement to the Exclusive Right of Occupation specified therein. A specimen Membership Certificate is attached hereto.
“Register” means the register of current Members maintained by the Registrar or other competent body on behalf of the Company.
“Commencement Date” means 1st March 2019.
"Termination Date" means 31st December 2069.
“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.
“Purchaser” means any person who has entered into a Purchase Agreement.
MODIFICATION OF THE CLUB RULES
The Company may modify or add to the provisions of these Rules in such manner and to such extent as it may consider necessary or expedient provided that the Company shall certify in writing that in its opinion such modification, alteration or addition does not materially prejudice the interests of the then existing Members and does not oper¬ate to release any of the parties hereto from any responsibility to the then existing Members.
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.