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PURCHASE AGREEMENT
GENERAL CONDITIONS

Purchase Agreement N

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Purchasers names:

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Signature of the Vendor

Signature of the Purchaser

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Date

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Purchase Agreement

PURCHASE AGREEMENT GENERAL CONDITIONS


Please read this document carefully. It forms part of your Purchase Agreement we are required to give to the purchaser / consumer
(you) in application of the Irish European Union (Protection of Consumers in respect of Timeshare, Long-term Holiday Product,
Resale and Exchange Contracts) Regulations 2011, of the European Directive 2008/122/EC of the European Parliament and of the
Council of 14 January 2009 on the protection of consumers in respect of certain aspects of timeshare, long-term holiday products, resale
and exchange contracts, and any other applicable Law. If you have any questions about this document or require any further information
you should contact the vendor.
The contents of the documents provided to you, together with their compliance with all relevant legislation are the sole responsibility of
the Vendor.
This document is provided to explain Atlas Club (hereafter referred to as Atlas or the Club) and includes a general description of
Atlas. When written in any document, the former name Atlas The Vacation Owners Club shall read as Atlas Club.
Atlas includes a reservation system through which Members exchange and reserve occupancy of accommodation included in the Atlas
brochure. This document is not intended to be an exhaustive description of a Members rights and obligations and the Atlas Resorts
guide, the Members Guide and the Project Documentation should be reviewed carefully to fully understand the terms, conditions and
operation of the Club.
By purchasing Exclusive Rights of Occupation in Atlas, you agree to be bound by the Rules of Occupation (the Rules) a copy of
which forms an appendix to the present document.
The terms of these General Conditions & Project Documentation, are subject to change in accordance with the Rules of
Occupation, including but not limited to fees, benefits and reservation procedures and priorities.
STANDARD INFORMATION FORM FOR TIMESHARE CONTRACTS
Part 1:
Identity, place of residence and legal status of the trader(s) which will be party to the contract:
The Developer of Atlas is Leisure Dimensions Limited, a company registered at the Company Registration Office of Dublin, Ireland,
with company number 390756, and registered office at GPS House, Church Bay Road, Crosshaven, Co. Cork, Ireland. Leisure
Dimensions Limited is part of a group of companies known as MGM Muthu Hotels Group
Short description of the product (e.g. description of the immovable property):
Atlas is a multi-destination holiday Club with Apartments and other accommodation in a number of resorts, those currently available are
detailed in the Atlas Resorts guide, the Resorts, apartments and facilities guide and the Atlas web site www.leisuredimensions.com/club
atlas
Exact nature and content of the right(s):
The Club is constituted as per, and governed by, the Project Documentation, consisting of the Deed of Trust, the Rules of Occupation,
the standard Holiday Certificate, established on 8th April 1997 between the initial Developer of the Club and the Trustee, and all
amendments of such documents since this date.
The Trustee is Hutchinson Trustees Ltd, a private company incorporated in England and Wales with company number 2553542 and
having its registered office at 5 Priory Court, Tuscam Way, Camberley, Surrey GU15 3YX, England.
After receipt of the balance of the Purchase Price, the Vendor shall register the Purchaser with the Trustee as a Member; and cause to be
issued a Holiday Certificate, which shall entitle the Member to occupancy rights each year as contemplated in this Agreement and the
Rules. Where the context so permits and requires, the provisions of this Agreement shall remain in full force and effect notwithstanding
completion of the issue of the Holiday Certificate to the Purchaser.
The Owning Company is RMI (F&P) Title Limited whose registered office is at 5 Priory Court, Tuscam Way, Camberley, Surrey GU15
3YX, and the Company No. is 3335779.
Exact period within which the right which is the subject of the contract may be exercised and, if necessary, its duration:
ATLAS shall continue in existence until the Termination Date 31st December 2047
Date on which the consumer may start to exercise the contractual right:
Upon completion of the purchase price, unless otherwise agreed in the Particular Conditions of the Purchase Agreement.

Purchase Agreement

If the contract concerns a specific property under construction, date when the accommodation and services/facilities will be
completed/available:
Unless otherwise specified in the Atlas Resorts guide, the Resorts, apartments and facilities guide and the Atlas web site, all construction
works are complete.
Price to be paid by the consumer for acquiring the right(s):
Prices to become a Member of Atlas:
The price to become a Member of Atlas depends on the Season and unit type, and the recommended prices are as follows:
In Euros
Unit type / Season
Blue
T0
7,100
T1
8,250
T2
10,300
Plus an administration fee of 800

White
9,150
10,300
13,300

Red
10,000
12,100
14,750

Peak Red
11,200
13,000
16,250

In Sterling*
Unit type / Season
Blue
T0
6,000
T1
7,000
T2
8,750
Plus an administration fee of 695

White
7,750
8,750
11,250

Red
8,500
10,250
12,500

Peak Red
9,500
11,000
13,750

*Atlas is a euro club and the prices set in euros. Consequently, the sterling rate quoted above is for indication only and may vary with
currency fluctuations.
Outline of additional obligatory costs imposed under the contract; type of costs and indication of amounts (e.g. annual fees,
other recurrent fees, special levies, local taxes):
Each Member is required to pay Atlas annual fees, together with any Value Added Tax or other similar tax. The current Atlas annual
fees are stated in the Fee Schedule attached hereto.
Except for the first year, payments of the Atlas annual fees shall be paid prior to the first of January in the year corresponding to the year
of occupation.
Acquisition will not result in costs, charges or obligations other than those specified in the Purchase Agreement.
Atlas annual fees are set in Euros. To transfer the Euro amount to your local currency, you must use the current exchange rate. This will
apply for future Atlas annual fees. The Developer is not responsible for exchange rate fluctuations which affect the amount payable in
your local currency.
RCI Fees:
For new Atlas Members, the first three years of your membership to the exchange organisation, RCI, is payable by the Vendor.
Thereafter, you are responsible for paying RCIs annual subscription fees. RCI Transaction Fees are the responsibility of the Member
and the current Transaction Fees are stated in the Fees Schedule.
A summary of key services available to the consumer (e.g. electricity, water, maintenance, refuse collection) and an indication of
the amount to be paid by the consumer for such services.
Communal services (lighting, water, maintenance, refuse collection) are provided in each resort and are free of charge.
A summary of facilities available to the consumer (e.g. swimming pool or sauna):
Facilities and amenities available at the Resorts for Members are indicated for each resort in the Atlas Resorts guide, the Resorts,
apartments and facilities guide and the Atlas web site under the title Facilities and Amenities Onsite. Telephone, access to internet,
games, restaurants, caf/bars, shops, baby-sitting, beauty and health treatments, car hire, excursions, golf bookings, water sport, laundry
and other services which are commonly payable are subject to payment as per price lists available at the resorts. Other Facilities and
amenities (swimming-pool, sauna, etc) are normally free of charge for Members (they may be subject to charges for non-members).
Details of conditions of use are available at reception or at MGM Muthu Hotels Group customer services.

Purchase Agreement

Facilities and amenities available near the Resorts are indicated for each resort in the Atlas Resorts guide and the Atlas web site
www.leisuredimensions.com, under the title Facilities and Amenities Nearby. The Resorts may have negotiated certain benefits for
Members in accessing such facilities and amenities, however, such facilities and amenities are indicated for general information purpose
only and MGM Muthu Hotels Group is not responsible for their operations, conditions of use and prices.
The information is modified from time to time on the Atlas web site to reflect the modifications in respect of facilities and amenities
available at the resorts.
Unless specified otherwise in the Atlas Resorts guide, the Resorts, apartments and facilities guide or the Atlas web site, all works in
respect of the communal services, facilities and amenities on site at the Resorts are completed.
It should, however, be noted that management of the Resorts in which the Club has Accommodation is under the control of the
individual resorts. Accordingly, the information provided is subject to change as determined by the management of the individual resorts
and the accuracy of the information is similarly subject to the accuracy of the information provided by the resorts concerned.
Nevertheless, Atlas will endeavour to ensure, as far as possible, that the information provided and the standards set are of a suitable
standard for Atlas Members. Some facilities are available on a pay as you use basis. In addition, some resorts may charge a refundable
deposit to cover damage or breakages, etc. In some countries tourist taxes are charged. Such charges are subject to change and Members
wishing to holiday at a specific resort should enquire at the time of making a reservation as to what charges and payments will be
applicable at the resort concerned.
Are these facilities included in the costs indicated above?
See above
If not, specify what is included and what has to be paid for:
See above.
Is it possible to join an exchange scheme?
Yes.
Atlas Members are enrolled for membership with the international external exchange organisation, which is currently RCI Europe Ltd
(For ease of reference, the term RCI is used in this and other Atlas documentation to indicate RCI Europe Ltd or its successor as
international external exchange organisation). RCI is an independent exchange service company and is not owned, operated or
controlled by any developer, seller, managing entity, Club or Membership plan participating in any RCI exchange programme. The
Developer undertakes to use its best endeavours to ensure continued service with RCI or an alternative International External Exchange
Organisation (IEEO).
RCI charges an annual subscription fee. For new Atlas Members, the fee for first three years of membership of RCI, is payable by the
Vendor as set out in the Terms and Conditions on the Purchase Agreement. Thereafter, the cost of membership of RCI is payable by the
member. A transaction fee is charged by RCI to the member in respect of processing and confirming an external reservation request. An
external reservation confirmation may be given to another person by way of a guest certificate on payment of the appropriate fee. The
current transaction fees for external reservations are set out in the Fees section of this Disclosure Statement.
All reservations are subject to space availability. RCIs ability to confirm external reservation requests for RCI members is dependent
upon the availability of Membership interests deposited by other RCI members with RCI. Neither RCI nor resort personnel may
represent that specific resort choices, holiday dates and/or travel arrangements can be guaranteed through the RCI external reservation
programme.
RCIs responsibility for representations concerning the RCI external reservation programme is limited to those representations made in
materials supplied by RCI. You acknowledge that, in addition to the Rules of Occupation, your access, use, occupancy and enjoyment of
accommodation in and through the international external exchange programme is also governed by RCI terms of membership, which are
published in the RCI literature and may change from time to time in accordance with their terms. All representations set forth within the
brochures or other literature of RCI will remain representations of that organisation.
Reservation exchange privileges may be denied and/or a confirmed external reservation cancelled if a Members Atlas annual fees,
membership fee or similar charges have not been paid when due. In addition special charges, user fees, miscellaneous charges or
government taxes may be charged to the Member by the resort.
If yes, specify the name of the exchange scheme:
RCI (see above).
In the event that the Developer decides to replace RCI with another similar international external exchange organisation (IEEO), all
references to RCI and RCI Fees in these General Conditions shall read as the IEEO and IEEO Fees.

Purchase Agreement

Indication of costs for membership/exchange:


The Fee Schedule for services ultimately provided by RCI is updated on a yearly basis, and for the year 2016 is as follows:
2016 Reservations Transactions Fees: external reservations to weeks resorts:
United Kingdom (Online)
United Kingdom (Offline)
Euro Zone (Online)
Euro Zone (Offline)
Guest Certificate
*Fees may be subject to change.

155
165
199
209
39 / 46.80*

Has the trader signed a code/codes of conduct and, if yes, where can it/they be found?
No.
Part 2:
General information:
-

The consumer has the right to withdraw from this contract without giving any reason within 14 calendar days from the conclusion
of the contract or any binding preliminary contract or receipt of those contracts if that takes place later.

During this withdrawal period, any advance payment by the consumer is prohibited. The prohibition concerns any consideration,
including payment, provision of guarantees, reservation of money on accounts, explicit acknowledgement of debt etc. It includes
not only payment to the trader, but also to third parties.

The consumer shall not bear any costs or obligations other than those specified in the contract.

In accordance with international private law, the contract may be governed by a law other than the law of the Member State in
which the consumer is resident or is habitually domiciled and possible disputes may be referred to courts other than those of the
Member State in which the consumer is resident or is habitually domiciled.

Signature of the consumer: ................................................................................................................


Part 3:
1. INFORMATION ABOUT THE RIGHTS ACQUIRED
Unless specified otherwise in the Atlas Resorts guide, the Resorts, apartments and facilities guide or the Atlas web site, and under the
conditions of the present agreement and the Club Rules, there are no restrictions on the consumers ability to use any accommodation in
the pool of accommodation at any time.
Laws applicable.
The Club is based on various accommodation units in various touristic resorts located in various Member States of the European Union,
and outside the European Union. This is a situation involving a conflict of laws, to contractual obligations in civil and commercial
matters, and therefore the European Regulation (EC) No 593/2008 on the law applicable to contractual obligations (Rome I) applies.
The construction, validity and performance of the Club Rules Certificate, and the performance by the Developer of any service or
obligations in the on-going relations after the Purchaser has been issued with a Certificate, are in all respects, by express choice of the
parties, governed by the Laws of the Republic of Ireland.
The construction, validity and performance of the Purchase Agreement are, by express choice of the parties, governed by the Laws of
the Republic of Ireland, in particular Irish Law S.I. No 73/2011 - European Union (Protection of Consumers in respect of Timeshare,
Long-term Holiday Product, Resale and Exchange Contracts) Regulations 2011.
As per the general regulations of the European Union, the Club, constituted under the laws of Ireland, may be promoted and serviced in
Member States of the European Union, other than Ireland, applying the regulations of Ireland. Such regulations are recognised and
admitted by the legislation of the other Member States, including those in which the various touristic resorts are located.
All conditions established by Irish law for the constitution and conveyance of your rights have been fulfilled.
The following laws of other countries, and articles of law, are overriding mandatory provisions and are applicable to certain aspects of
the promotion and conveyance of the rights, if certain conditions are met, as follows:

Purchase Agreement

The Timeshare. Holiday Products, Resale and Exchange Contracts Regulations 2010 of the United Kingdom if you are a
consumer resident in the United Kingdom.
As the case may be, the provisions of national laws of other Member States of the European Union , when applicable.

The choice(s) of law made by the parties may not have the result of depriving the consumer of the protection afforded to him by
provisions that cannot be derogated from by agreement by virtue of the law which, in absence of choice, would have been applicable on
the basis of paragraph 1 of article 6 of the EU Regulation 593/2008
Choice of jurisdiction.
In all cases where section 4 of EU Council Regulation 44/2001 is not applicable, the parties agree that any dispute in respect of the Club
Rules and the Certificate, and the performance by the Developer of any service or obligations in the on-going relations after the
Purchaser has been issued with Certificate - and if you purchase your rights directly from a company which is part of MGM Muthu
Hotels Group, also any dispute in respect of the Purchase Agreement -, shall be submitted to the exclusive jurisdiction of the courts of
Dublin, Ireland.
2. INFORMATION ON THE PROPERTIES
Resorts, apartments and facilities guide
The information is subject to change from time to time
This information is valid on 09th of August 2016 - Please go to www.leisuredimensions.com for regular updates.
INFINITI BEACH RESORT
Calle Juan Sebastin Elcano n72, 04621 Vera, Almeria, Spain
The Resort
Perfect for a comfortable, luxurious, carefree holiday, Infiniti Beach Resort is just 2 minutes walk from a fine sandy Blue Flag beach on
the sunny Costa Almeria. Recreating the charm and atmosphere of a traditional Andalucian village, this resort offers ground and first
floor one-bedroom apartments, and two-bedroom apartments laid out on two floors, set among well-maintained gardens filled with
exotic flowering shrubs, as well as an outdoor pool. An onsite restaurant offers excellent cuisine in elegant surroundings, with a pool bar
serving delicious light lunches and snacks. Nearby facilities include a new 18-hole golf course, tennis courts and horse riding. This
resort is seasonal, and opening dates may vary each year.
The Apartments
All apartments are furnished to high standards, with fully fitted kitchens, attractive living areas and comprehensive accessories,
including telephones and hair dryers.
Facilities & Amenities Onsite
Telephone, Television, Air Conditioning, Fitted Kitchen, Restaurant, Cafe/Bar, Outdoor Pool, Live Entertainment, Kids Playground, Car
Hire, 24 Hour Receptionist, Beach (nearby).
Check In / Out
Saturday 16.00/10.00
Periods of occupancy:
There are 5,616 weekly periods, in 108 different apartments, available for MGM Muthu Hotels Group clients.
The following types of Accommodation are available:

1 bedroom, max occupancy 4.

2 bedrooms, max occupancy 6.


GRANGEFIELD OASIS CLUB
Urbanizacion Riviera del Sol, Calle Topacio s/n, 29649 Mijas Costa, Malaga, Spain
The Resort
Situated next to the famous 18-hole Miraflores Golf Course in Mijas Costa, the Grangefield Oasis Club is an acclaimed RCI Resort.
Superbly designed, in an enchanting setting of landscaped tropical gardens, lakes and cascading waterfalls, the resort offers impressive
on-site facilities with indoor and outdoor pools, sauna, gym and games rooms, plus a children's playground. For relaxation there's a firstclass restaurant, cafe and poolside bar and a traditional-style Bodega. And whether your taste is for family days out at the beach,
sophisticated evenings in top-class restaurants, nightclubs and casinos, or the timeless tranquillity of whitewashed Moorish villages, the
Costa del Sol has it all.
The Apartments
The spacious apartments are elegantly furnished with a comfortable lounge, a comprehensively equipped fully-fitted kitchen, and wellappointed bedrooms with plenty of wardrobe space. Most apartments have a sun terrace or patio overlooking the resort or the
surrounding countryside.

Purchase Agreement

Facilities & Amenities Onsite


Telephone, Television, Air Conditioning, Fitted Kitchen, Restaurant, Cafe/Bar, Live Entertainment, Indoor Pool, Outdoor Pool, Gym,
Sauna, Jacuzzi, Tennis Courts, Kids Playground, Mini-golf, Games Room, Table Tennis, Babysitting Service, 24 Hour Receptionist,
Shop, Car Hire.
Check In / Out
Saturday/Sunday 17.00/10.00
Periods of occupancy:
There are 7,904 weekly periods, in 152 different apartments, available for MGM Muthu Hotels Group clients.
The following types of Accommodation are available:

1 bedroom, max occupancy 4.

2 bedrooms, max occupancy 6.

3 bedrooms, max occupancy 8.


OURA VIEW BEACH CLUB
Rua Ramalho Ortigo, 8200-604 Albufeira, Algarve, Portugal
The Resort
Superbly located on Portugals Algarve Coast, Oura View Beach Club is truly stunning. The immaculate white buildings face the sea,
which means that most apartments have panoramic sea views from their windows and balconies. From the main apartment building,
where you will find the reception and an adjoining bar, the resort graduates gently down to the sea. The superb outdoor pool seems to
hang above the beach so that the lighter blue of its water merges with the deeper blue of the ocean. Steps leading up from the pool lead
to the unusual circular restaurant with its broad open-air terrace that overlooks the pool and below it, the sea. Oura View Beach Club has
a splendid indoor Leisure Centre with a large swimming pool, a gym, a panoramic Jacuzzi, and a Turkish bath as well as a sauna.
Choose Oura View Beach Club if you prefer a sophisticated ambience, privacy and tranquillity, superb indoor facilities, stylish
accommodation and impeccable service.
The Apartments
All the apartments are totally equipped with everything you will need for a self-catering holiday. There is of course, satellite television,
telephone and air-conditioning in each apartment and its interior design is charming.
Facilities & Amenities Onsite
Television, Telephone, Fitted Kitchen, Air Conditioning, Restaurant, Cafe/Bar, Outdoor Pool, Indoor Pool, Beauty/Health Club, Jacuzzi,
Gym, Sauna, Games Room, Live Entertainment, Laundry Service, Babysitting Service, Car Hire, 24 Hour Receptionist, Beach.
Check In / Out
Saturday/Sunday 16.00 / 10.00
Periods of occupancy:
There are 7,540 weekly periods, in 184 different apartments, available for MGM Muthu Hotels Group clients.
The following types of Accommodation are available:

Studio max occupancy 2.

1 bedroom, max occupancy 4.

2 bedrooms, max occupancy 6.


CLUBE PRAIA DA OURA
Rua Oliveira Martins, Praia da Oura, 8200 Albufeira, Algarve, Portugal
The Resort
Clube Praia da Oura is situated on the Praia da Oura in the sunny Algarve - Europe's sunniest spot, a unique jewel where the finest
beaches and weather on the continent meet traditional historic Portugal. The resort provides a full entertainment programme, bus service
to nearby Albufeira and a 24 hour reception. On-site facilities include a bowling green with terrace, two swimming pools, putting
greens, Jacuzzi, sauna, pool bar, disco, piano bar, restaurant, barbecue terrace, lounge bar with library, pool table, games and
supermarket.
The Apartments
There are studios, one bedroom or two bedroom apartments, each with bathroom, living room and kitchen facilities including
microwave or oven. In addition, you will find everything to make your holiday as comfortable and enjoyable as possible including
satellite television, telephone and a furnished terrace or balcony from which to enjoy the delightful Algarve weather.

Purchase Agreement

Facilities & Amenities Onsite


Television, Telephone, Fitten Kitchen, Sauna, Outdoor Pool, Jacuzzi, Cafe/Bar, Restaurant, Library, Live Entertainment, Bowling
Green, Games Room, Kids Playground, Shop, Laundry Service, Car Hire, Babysitting Service, 24 Hour Receptionist, Beach.
Check In / Out
Saturday/Sunday 17.00 / 10.00
Periods of occupancy:
There are 24,648 weekly periods, in 561 different apartments, available for MGM Muthu Hotels Group clients.
The following types of Accommodation are available:

Studio max occupancy 2.

1 bedroom, max occupancy 4.

2 bedrooms, max occupancy 6.


OURA PRAIA HOTEL
Estrada de St Eullia, Areias de So Joo, 8200-269 Albufeira, Algarve, Portugal
The Resort
Oura Praia Hotel is set just behind Clube Praia da Oura on the beautiful Algarve, which boasts more sunshine hours than California and
even in winter is undoubtedly one of the sunniest spots in Europe. There is an abundance of facilities available onsite including tennis
courts, gym, sauna, restaurants, bars, pool bar, adult and kids swimming pool, table tennis. Guests can also take advantage of the
amenities of Clube Praia da Oura, including Jacuzzis, shops and bowling green. Or you can just sit back and enjoy the full programme
of entertainment with theme weeks. Every guests needs are catered for with 24 hour reception and security, as well as a bus service into
the lively seaside town of Albufeira which is just along the coast. The information and excursion desk will provide you with all the
details you need to explore the historic and picturesque local area.
The Apartments
The apartments are spacious and well equipped, providing bathroom, living room and kitchen facilities including microwave or oven.
Your apartment affords you comfort and security with satellite television, telephone and in room safety deposit box. In addition, a
furnished terrace or balcony is perfect for guests to relax in the wonderfully warm Algarve climate.
Facilities & Amenities Onsite
Television, Telephone, Fitted Kitchen, Air Conditioning, Outdoor Pool, Kids Playground, Games Room, Table Tennis, Tennis Court,
Gym facilities, Sauna, Restaurant, Cafe/Bar, Live Entertaining, Car Hire, Babysitting Service, Laundry Service, 24 Hour Receptionist,
Beach (nearby).
Check In / Out
Saturday/Sunday 17.00 / 10.00
Periods of occupancy:
There are 3,952 weekly periods, in 126 different apartments, available for MGM Muthu Hotels Group clients.
The following types of Accommodation are available:

Studio max occupancy 2.

1 bedroom, max occupancy 4.

2 bedrooms, max occupancy 6.

HOTEL APARTAMENTO FORTE DO VALE


Rua Dunferline, Areias de So Joo, 8200-278 Albufeira
The Resort
The air-conditioned apartments of Forte Do Vale are bright and airy and feature a modern and colourful interior. All apartments have
floor-to-ceiling windows, satellite TV and a private bathroom.
The outdoor swimming pool is surrounded by a spacious terrace equipped with sun loungers. Free Wi-Fi can be accessed in public areas.
The restaurant offers local and international cuisine and the bar serves a wide variety of drinks and light snacks.
Facilities & Amenities Onsite
Television, Telephone, Fitted Kitchen, Air Conditioning, Restaurant, Cafe/Bar, Outdoor Pool, Indoor Pool, Beauty/Health Club, Jacuzzi,
Gym, Sauna, Games Room, Live Entertainment, Laundry Service, Babysitting Service, Car Hire, 24 Hour Receptionist..
Check In / Out
Saturday 12:00 / 12:00

Purchase Agreement

Periods of occupancy: There are several periods of occupancy available for MGM Muthu Hotels Members. Please contact the
Developer for additional information.
The following types of Accommodation are available:

Studio Apartments - Maximum Occupancy: 2

One Bedroom Apartments - Maximum Occupancy: 4

Two Bedroom Apartments - Maximum Occupancy: 6


MUTHU WESTCLIFF HOTEL
Westcliff Parade, Westcliff-on-Sea, Southend-on-Sea, Essex, SS0 7QW, United Kingdom
The Resort
Built in 1891, the imposing Westcliff Hotel is positioned high on the cliffs, overlooking the picturesque Cliff Gardens and benefiting
from spectacular views over the Thames Estuary. One of the best Essex Hotels, it is perfectly situated for all the local major attractions
in this vibrant seaside resort and is one of the more ideal Southend on Sea Hotels, Westcliff on Sea Hotels and Essex Hotels.
The Westcliff Hotel is a superb venue for weddings, celebrations and special events. It has played host to a number of celebs such as
Billy Connolly, Jools Hollands tour group and Chelsea Football team to name a few.
Our 5 four-poster bridal suites, many with en-suite Jacuzzi and stunning sea views, are perfect for any special occasion.
Our executive suite, the Estuary, has many unique features including an en-suite shower and Jacuzzi room, two balconies overlooking
the sea and a separate lounge area with television, DVD player and stereo Hi-Fi system.
The Apartments
Each bedroom at the Muthu Westcliff Hotel comes traditionally decorated with an en-suite bathroom. Rooms include a LCD TV, a
hairdryer, free Wi-Fi, and blackout curtains for a peaceful night's sleep. The en suite shower room comes with free toiletries, Iron,
Desk, Ironing Facilities, Fan, Heating, Carpeted, Wardrobe/Closet, Hairdryer, Free toiletries, Toilet, Bathroom, Bath or Shower,
Telephone, Flat-screen TV, Electric kettle, Wake-up service and Towels.
Facilities & Amenities Onsite
The Westcliff Hotel is one of the only Essex hotels licensed for Wedding ceremonies and has two main banqueting rooms the Windsor
& Savoy. The Hotel is also an ideal location for any family celebrations anniversary, birthdays, also Christmas party, tribute evenings
& murder mystery nights. We also have a large corporate clientele that use our conference facilities. We have two function & three
syndicate rooms:~ Milton, Thorpe & Crowstone, that cater for 2 to 225 delegates. We can offer these rooms on a room hire or delegate
rates basis.
The Westcliff Hotel is the ideal conference venue close to Southend town centre and three main line to London railway stations. For
your conference and meeting requirements there are a choice of five different suites, accommodating from as few as 2 right up to 225
delegates. To ensure all your needs are met we have a dedicated and fully trained professional conference team.
Check In / Out
Saturday/Sunday 14.00/11.00
Periods of occupancy:
There are several periods of occupancy available for Club MGM Muthu Hotels Members. Please contact the Developer for additional
information
The following types of Accommodation are available:

Hotel Unit, max occupancy 2.


ROYAL PARK ALBATROS
Urb. El Guincho, Golf del Sur, 38620 San Miguel de Abona, Tenerife, Spain
The Resort
Royal Park Albatros is situated next to the prestigious Golf del Sur 27 hole championship golf course just 100 metres from the sea and
the "Casa Club", in a peaceful and residential area of the gloriously sunny Canary Island of Tenerife. Yet, at the same time, it is 20 min
drive to all the excitement of Playa de las Americas. The resort has a restaurant providing half board, snacks and a la carte menu along
with a comfortable bar and sunny bar terrace. There is also a snack bar and laundry for the convenience of guests and children are well
catered for with a children's pool in addition to the large swimming pool and kids club during school holidays.
The Apartments
Your comfort and security are paramount as shown by the quality apartments, of varying sizes which each include a hairdryer,
telephone, TV, DVD player, video, mini-bar, fully equipped kitchen, optional safe and terrace.
Facilities & Amenities Onsite
Telephone, Television,, Fitted Kitchen, Outdoor Pool, Kids Playground, Games Room, Beauty/Health Club, Live Entertainment,
Restaurant, Cafe/Bar, Laundry Service, Car Hire, 24 Hour Receptionist, Golf (nearby).

Purchase Agreement

Check In / Out
Saturday/Sunday 16.00/10.00
Periods of occupancy:
There are 8,268 weekly periods, in 159 different apartments, available for MGM Muthu Hotels Group clients.
The following types of Accommodation are available:

Studio, max occupancy 2.

1 bedroom, max occupancy 4.

2 bedrooms, max occupancy 6.


MGM BEACH RESORT
1/74, East Coast Road, Muttukadu, 603112 Covelong, India
The Resort
Offering stunning views of the tranquil shore line, MGM Beach Resort features charming rooms that overlook the garden. It has a
beachfront restaurant, an outdoor pool and provides free Wi-Fi. Tastefully decorated, the elegant rooms come with floor-to-ceiling
windows that open out to the greenery. All the well-appointed units are equipped with a personal safe, minibar and flat-screen cable TV.
Beach Resort MGM is just 50 metres from MGM Dizee World. It is 30 km from Chennai Bus Station, 32 km from Chennai
International Airport and 35 km from Chennai Railway Station. The resort also has a private beach area where guests can practice yoga.
Facilities & Amenities Onsite
TBA
Check In / Out
Saturday 12:00 / 12:00
Periods of occupancy: There are several periods of occupancy available for MGM Muthu Hotels Members. Please contact the
Developer for additional information.
The following types of Accommodation are available:

Hotel Unit, max. occupancy 2 + 1


BELSTEAD BROOK HOTEL
Besltead Road, Ipswich, IP2 9HB, United Kingdom
The Resort
Featuring a leisure club and indoor swimming pool, this Swallow hotel is 6 minutes drive from the A14 in suburban Ipswich. The
Belstead Brook Hotel is built around a 16th Century hunting lodge, with extensive lawned gardens and its own restaurant and bar. The
hotel offers spa and beauty treatments in the leisure club, which must be booked prior to arrival. There is a large indoor pool, sauna,
steam room and solarium, as well as a fully equipped gym. A full English breakfast is on available each morning, with alternative
options of kippers, porridge, yoghurts, fruits and pastries. The hotel restaurant serves a fixed price 2 or 3 course menu or an a la carte
menu, influenced by British and Continental cuisine. The centre of Ipswich is only 2 miles away, with shops, bars, and direct train links
to London. Guests are within a 30-minute drive of many of rural Suffolks prettiest villages.
The Apartments
Each bedroom at the Belstead Brook comes traditionally decorated with an en-suite bathroom. Rooms include a flat-screen TV, tea and
coffee making facilities, iron and ironing board, and a trouser press.
Facilities & Amenities Onsite
Telephone, Television, Car Parking, WI-FI, Indoor Swimming Pool, Jacuzzi, Sauna, Steam Room, Solarium, Gymnasium, Restaurant,
Bar, Room Service, Luggage Storage, Bridal Suite, Facilities for Disabled Guests.
Check In / Out
Saturday/Sunday 14.00/11.00
Periods of occupancy:
There are 4,576 weekly periods, in 88 different apartments, available for MGM Muthu Hotels Group clients.
The following types of Accommodation are available:

Double Room, max occupancy 2


3. ADDITIONAL REQUIREMENTS FOR ACCOMMODATION UNDER CONSTRUCTION (where applicable)
This section is not applicable.

10

Purchase Agreement

4. INFORMATION ON THE COSTS


The Fee Schedule is updated on a yearly basis, and for 2017 is as follows:
Membership Fee
Atlas Members shall pay an annual Membership Fee by way of contribution to the costs of running, managing and administering the
Club. The Membership Fee is included in the total annual fees.
Maintenance Fee
All Members shall pay an annual Maintenance Fee calculated in accordance with the Rules of Occupation.
Total annual fees:
The sum of Membership Fees and Maintenance Fees gives the Atlas Annual Fees, which are based on the size of Apartment/week
owned, and for 2017 are:
APARTMENT SIZE
STUDIO
ONE BEDROOM
TWO BEDROOM
THREE BEDROOM

EUROS
623
875
1042
1143

STERLING*
455
731
868
953

*Atlas Club is a euro club and the annual fess are set in euros. Consequently, the sterling rate quoted above may vary with currency
fluctuations.
In case the Atlas annual fees for the first year are not included in the Total Purchase Price, they will be requested separately to the
Member.
Procedure for calculating future Atlas annual fees:
The increase in Atlas annual fees (Membership Fees and Maintenance Fees) for any year over those for the previous year shall not
exceed a 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 payment request for estimated Atlas annual fees in respect of the next following year. In the event of
the Developer wishing to impose a higher increase; the Developer shall send a payment request to all Members with the proposed Atlas
annual fees. If a Member considers the higher increase to be unjustified he may notify the Trustee in writing. If the number of Members
giving such notification exceeds the holders of 10% of all Holiday Certificates issued (as certified by the Trustee whose determination,
in the absence of manifest error, shall be first) the Developer shall have the estimated costs to be covered by that years Atlas annual
fees reviewed by an independent chartered accountant (acting as an expert and not as an arbitrator) whose determination as to the
reasonable and proper estimated amount for that years Atlas annual fees, taking into account the best interests of the Members (to
incorporate his fees and expenses in so acting together with a profit element for the Developer of 15% exclusive of value added tax)
shall be binding on the Members and the Developer. Notwithstanding the above, the estimated Atlas annual fees shall still be payable in
their entirety in accordance with the relevant payment request and any excess collected (as determined above) shall be credited against
the Members Atlas annual fees for the following year.
Failure to pay any fees due and outstanding to the Club will result in suspension and eventually termination of the Purchasers Exclusive
Rights of Occupation if such fees remain unpaid for the period stated in the Rules of Occupation.
5. INFORMATION ON TERMINATION OF THE CONTRACT
This Agreement is legally binding and cannot be cancelled or rescinded at any time after the cancellation period of 14 days, except by
written consent of both parties or otherwise in accordance with European Directive 2008/122/EC.
6. ADDITIONAL INFORMATION
Management of the Club
The Developer manages and administers Atlas. However, as provided in the Rules of Occupation, the Developer may appoint a third
party to carry out all or any of the management, administration or reservation services.
The Developer has the option to appoint a Club Travel Agency to provide agency services to the Members, in any particular year, with
regards to:

Members reservations of Apartments at the Resorts,


Use by the Members of the External Exchange Programme,

11

Purchase Agreement

General customer services related to the above.

Resale of the rights.


You are entitled to resell your rights to a third party, under the conditions of the Rules of Occupation.
Personal data
The Developer is the data controller responsible for the use and treatment of the personal data of Members. The Developer transfers
such data between its various places of business and branches, located in Ireland, the United Kingdom, Spain and Portugal. The use and
treatment of such personal data is regulated in each of these countries by the corresponding Data Protection Act, which transposes
European Directive 95/46 into the relevant national legislation.
Members agree that their data can be used for the performance of the Club Rules and Deed of Trust (and when applicable the Purchase
Agreement), for providing customer services and promoting commercial, financial or complementary services related to their
Membership.
Members can exercise rights of access, rectification, deletion and opposition as stipulated and under the conditions of the relevant Data
Protection Acts.
For the purposes mentioned above, Members agree that the Developer can transfer their data to group companies and business partners
located within the European Economic Area, the United States, and (if applicable) the Members country of residence.
Miscellaneous provisions
Due to the nature of the product, certain changes are expected during the lifetime of the Membership.
The Developer has the right:

To modify the descriptions of the resorts, apartments, facilities & amenities, and other details disclosed in the Resorts,
apartments and facilities guide, to add new resorts and delete resorts.
When legislation changes, to adapt the General Conditions to such new legislation. The changes will be limited to what
will be required by such new legislation.

The Developer will use its best efforts to comply with the terms of the Rules of Occupation and the parties to the Purchase Agreement
will use their best efforts to comply with its terms. Nevertheless if the Developer or either party to the Puchase Agreement is prevented
or delayed from fulfilling its obligations under the Rules of Occupation or under the Purchase Agreement by events beyond its control,
such as fire, flood, extreme weather conditions, earthquake, civil disturbance, war, government action and labour disputes, they shall be
relieved of that obligation until it can be reasonably fulfilled.
If any provision of this Agreement and Disclosure Statement is held by the court to be invalid or unenforceable, this shall not affect any
other of the remaining provisions which shall be construed as severable.
Where the context so requires or admits, the masculine includes the feminine, the singular includes the plural, the plural includes the
singular, and where two or more persons are included in the expression the Purchaser, the obligations expressed to be made by the
Purchaser shall be deemed to be made by such persons jointly and severally.
Acknowledgement of receipt of information:
Signature of the consumer: ................................................................................................................

12

APPENDIX TO THE PURCHASE AGREEMENT

ATLAS CLUB
PROJECT DOCUMENTATION
Rules of Occupation & Deed of Trust
Consolidated version on 2nd March 2010

Signature of the Vendor

Signature of the Purchaser

_______________________________________

_______________________________________

Date

Date

________________________________________________

_______________________________________________

ATLAS CLUB
RULES OF OCCUPATION
(Consolidated version on 2nd March 2010)
1.

OVERVIEW
These Rules of Occupation shall apply to all Members of ATLAS CLUB (hereafter referred to as Atlas or the
Club), which is a proprietary club, controlled, operated and serviced by the Developer. Under the provisions of the
present Rules of Occupation and of the Deed of Trust:

2.

The Club is a multi-destination holiday club, with Apartments in a number of Resorts.

The Developer has established the Club to secure for its Members occupancy rights in Apartments in these various
Resorts.

Exclusive Rights of Occupation acquired by Members are allotted to them annually.

Exclusive Rights of Occupation can be acquired from the Developer, its representative, or from an existing
Member who wishes to resell his Exclusive Rights of Occupation.

The Developer is ultimately responsible for providing the services of arrangement of Apartments and other holiday
and travel services to Members during the on-going relationship with the Members, once they have acquired
Exclusive Rights of Occupation. The Developer has the option to appoint a Club Travel Agency to provide agency
services in this respect.

EXCLUSIVE RIGHTS OF OCCUPATION

(a) The Trustee shall use its best endeavours to keep the respective Apartments free from any mortgage, lien or
encumbrance and to ensure that nothing is done which might prejudice the Exclusive Rights of Occupation of the
Apartments by the Members until the Termination Date.
(b) Any person may become a Member by entering into a Purchase Agreement and complying with the legal obligations
contained therein.
(c)
(i)

The Trustee shall issue one Holiday Certificate per Weekly Period purchased to each Member which shall entitle
the registered holder to exclusively occupy the type of Apartment for the Weekly Period, in the Season allocated to
the Member for each year as specified in the Holiday Certificate, provided that Holiday Certificates shall not be
issued in such number that the aggregate number of Weekly Periods conferred on all Holiday Certificates issued
for a particular type of Apartment, for a particular Season shall exceed the aggregate number of such Weekly
Periods vested in the Trustee for that Season in all the Apartments.

(ii) The attachment of a Registered Apartment to certain Holiday Certificates shall be for registration purposes only
and shall not preclude the Member from applying for a Weekly Period at any of the ATLAS Resorts, in common
with all other Members, in accordance with these Rules of Occupation and the Operational Procedures.
(iii) ATLAS shall continue in existence until the Termination Date. At that time, the Developer undertakes to enter into
a new Deed of Trust (if required) and to renew for a further fifty years the Exclusive Rights of Occupation of any
valid Member whose documents signed at the point of sale specify an automatic renewal. Atlas will then continue
in accordance with the new Deed of Trust and these Rules as amended from time to time. In such event the
Developer shall be solely responsible to ensure that any Apartments that have a termination date that is sooner than
the end of the second fifty year period are either:

Replaced by other Apartments that have a termination date that coincides with or exceeds the end of the second
fifty year period, or:
Have their trust arrangements extended at the appropriate time.

(iv) The Weekly Periods will be numbered from 1 to 52 in accordance with the Table of Weekly Periods attached.
(v) The Developer is beneficially entitled to the unsold Holiday Certificates.
(d) All registered holders of Holiday Certificates shall apply for and be allocated occupation of the Apartments or
Alternative Apartments in accordance with the Operational Procedures.

(i)

In order to obtain maximum utilisation of the Weekly Periods and to take account of non payment of Atlas annual
fees by Members for which the burden would otherwise fall on those Members who have maintained payment of
their Atlas annual fees the following will apply:
Any Weekly Periods not specifically assigned to Members by the Developer may be made available to the
members of the IEEO; credits for any reservations made by the members of the IEEO will accrue to the club or
such Weekly Periods will be designated as available to the Developer and may be offered to Members or others at a
rent to be determined by the Developer, at his absolute discretion; the Developer shall be entitled to any income
deriving from such rent.

(ii) 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 otherwise stated in the Operational Procedures or unless saved within the external
exchange system as outlined herein.
(iii) If, for whatever reason, the Developer is unable to provide accommodation in any year in the type of Apartment
and Season indicated on the Holiday Certificate, the Purchaser having made a booking in accordance with the
Rules of Occupation, the Developer may offer either accommodation in a better type of Apartment and/or Season
or a refund of double the then current Atlas annual fee for the type of Apartment indicated on the Holiday
Certificate. On so doing the Developer will then have fulfilled his responsibilities (for that year) to the Purchaser.
(e) The Developer reserves the right to amend the Resorts and/or the number of Weekly Periods featured in the ATLAS
brochures or resorts, apartments and facility guides, as published from time to time, provided that any such amendment
complies with all statutory and industry requirements, and does not serve to prejudice the Members rights under these
Rules of Occupation or to interfere with any reservations already confirmed by the Developer.
3.

ON-GOING SERVICES TO MEMBERS & RESERVATIONS

(a) The Developer is ultimately responsible for providing services to the Members, in regards to:

Members reservations of Apartments at the Resorts,

Use by the Members of the External Exchange programme as more specifically referred to herein.

General customer services related to the above.


The Developer has the option to appoint a Club Travel Agency to provide agency services in this respect, in any
particular year, and to delegate to such Club Travel Agency such powers and responsibility as it may deem necessary,
including but not limited to the right to collect fees due from Members. In the event of the Club Travel Agency
resigning the Developer shall appoint another legal entity to act as Club Travel Agency, or shall provide corresponding
services itself.
Subject to the Member having paid the Atlas annual fees detailed in section 6, the Developer shall make reservations
into the Apartments for the Members, their families and guests, or allow the Member to use the External Exchange
Programme.
(b) Should the Developer fail to provide the services itself or to appoint a Club Travel Agency, the Trustee may, at its sole
discretion, make such appointment in accordance with the Deed of Trust.
4.

OTHER HOLIDAY AND TRAVEL SERVICES.

(a) The Developer may at its sole discretion, make available to Members, other products in exchange for the Exclusive
Rights of Occupation allotted to that Member by the Developer. The Developer may also on occasion offer touristic
products and services, by postal, email or telephone solicitations.
(b) By becoming a Member of the Club, each Member consents to such solicitation, including but not limited to solicitation
through automatic dialling equipment and/or pre-recorded messages. Further, each Member consents to being informed
of such products and services even if his Membership has been suspended or has otherwise expired or been terminated.
5.

EXTERNAL EXCHANGE

(a) The Developer has entered into an affiliation agreement with an international external exchange organisation (the
IEEO).
(b) Each Member will be automatically enrolled as a member of the IEEO for the period specified on the Purchase
Agreement. The cost of external exchanges through and renewals of membership of the IEEO shall be borne by the
Member.
(c) The external exchange programme of the IEEO will operate as follows: -

(i)

A Member shall reserve a Weekly Period through the Developer, stating at the time of requesting the allocation
that he intends to make an external exchange. The Developer will deposit that week with the IEEO on behalf of
the Member who may then effect an external exchange under the normal terms and conditions of the IEEO. The
Developer may however agree alternative booking procedures with the IEEO.

(ii) An allocation, which has been deposited within the IEEO, may not be retrieved by the Member.
(iii) Members will not be permitted to occupy accommodation reserved through the IEEO unless the charges and fees
due in respect of their Weekly Periods have been paid, irrespective of whether an allocation has been made.
(iv) Availability of accommodation through the IEEO is dependent upon the weeks deposited therein by its members
and any representations made by the IEEO in this or any other respect are theirs and theirs alone.
6.

ANNUAL FEES

(a) The Developer is responsible for paying for the annual fees of the Resorts corresponding to the Apartments, as well as
the cost for using Alternative Apartments (the Resorts Annual Fees).
(b) Members are responsible for payment of the Atlas annual fees, which consist of a Membership Fee and a Maintenance
Fee. However the Developer can decide to apply a single annual fee which includes both the Membership Fee and the
Maintenance Fee.
(c) The total of all Maintenance Fees shall be based on the Developers estimate of the total costs of the Club in respect of,
inter alia, the Resorts Annual Fees due to the Resorts and corresponding to the Apartments available within the Club and
the cost of using Alternative Appartments.
(d) The Membership Fee shall be based on the Developers estimate of the total cost of running, administrating, managing
and supervising the club. In the event that the Developer has appointed a Club Travel Agency, the Membership Fee shall
be the remuneration of the services provided by it.
(e) The Developer reserves the right to suspend or cancel reservations (or the right of a Member to make reservations) in the
event that payment of the individual annual fees is outstanding.
(f)

The Atlas annual fees shall be paid to the Developer in accordance with the following terms:
(i)

For the first year in which a Member is entitled to Exclusive Rights of Occupation, if the Atlas annual fees are
included in the purchase price specified in the Purchase Agreement, the payment shall be made at the date of
purchase of his Exclusive Rights of Occupation. If the Atlas annual fees for such first year is not included in the
purchase price specified in the Purchase Agreement or if such first year is the following year, the Atlas annual fees
are due and payable on receipt of a payment request from the Developer.

(ii) For subsequent years, the payment shall be made on the first of January of the year to which they relate or within
one month of payment request whichever is the later (the Due Date).
(iii) Interest at the rate of 2% per month shall be added to any Atlas annual fee not paid by the Due Date.
(g) At the base date of 1st January 2016, the sum of the Membership Fee and Maintenance Fees was 593.00 per Weekly
Period for a studio apartment, 833.00 per Weekly Period for a one-bedroom apartment, 992.00 per Weekly Period
for a 2-bedroom apartment and 1089.00 per Weekly Period in a 3-bedroom apartment.
(h) Except as outlined herein, the increase in Atlas annual fees for any year over those for the previous year shall not exceed
a 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 payment request for estimated Atlas annual fees in respect of
the next following year. In the event of the Developer wishing to impose a higher increase; the Developer shall send a
payment request to all Members with the proposed Atlas annual fees. If a Member considers the higher increase to be
unjustified he may notify the Trustee in writing. If the number of Members giving such notification exceeds the holders
of 10% of all Holiday Certificates issued (as certified by the Trustee whose determination, in the absence of manifest
error, shall be first) the Developer shall have the estimated costs to be covered by that years Atlas annual fees reviewed
by an independent chartered accountant (acting as an expert and not as an arbitrator) whose determination as to the
reasonable and proper estimated amount for that years Atlas annual fees, taking into account the best interests of the
Members (to incorporate his fees and expenses in so acting together with a profit element for the Developer of 15%
exclusive of value added tax) shall be binding on the Members, the Developer. Notwithstanding the above, the estimated
Atlas annual fees shall still be payable in their entirety in accordance with the relevant payment request and any excess
collected (as determined above) shall be credited against the Members Atlas annual fees for the following year.
(i)

The Developer, shall promptly collect all of the Membership Fees and shall also collect the Maintenance Fees. In the
event that a Club Travel Agency has been appointed to collect the Maintenance Fee of behalf of the Developer, the Club

Travel Agency shall, upon completion, disburse the Maintenance fees to the Developer. The Developer shall then
disburse funds received in respect of the Maintenance Fees, firstly in satisfaction of the Resorts Annual Fees or other
costs of services due to the Resorts for providing the Apartments to Members, so as to ensure that there remains
adequate Apartments to provide for all Holiday Certificates that are valid at that time. Thereafter the Developer shall
have sole discretion in deciding what monies should be spent for any of the purposes set out herein and when the same
shall be expended.
(j)

In addition the Developer shall promptly pay and discharge out of the Membership Fees so collected, all expenses in
relation to the running, administration, management and supervision of the reservations operation.

(k) Any dispute or difference between the Developer and the Club Travel Agency arising out of these Rules of Occupation
shall be referred to the decision of a single expert to be agreed between them or in default of agreement to be appointed
on the application of either party by the Trustee.
(l)

In respect of any sums advanced or expended by the Trustee in connection with the Deed of Trust, the Club or the
Project Documentation, the Trustee shall be entitled to have recourse to and be indemnified jointly and severally out of
such part of the Trust Property, annual Membership Fees and Maintenance Fees and any other assets as are held, by the
Trustee, to the order of the Developer, the Members or the Club, including the proceeds of sale thereof. For such
purposes, the Trustee shall have all the powers of an absolute owner to sell, let, mortgage or otherwise dispose of same,
or any part thereof, unrestricted by clause 3 of the Deed of Trust and the Rules of Occupation.

(m) The Developer shall not be liable to pay a remuneration to the Club Travel Agency in respect of unsold Weekly Periods
unless a Weekly Period is rented out by the Club Travel Agency on behalf of the Developer and a rental fee is received.
(n) In the event of a Member wishing to deposit his week with the IEEO or to use it in any other way before the succeeding
years Atlas annual fee has been established, he shall pay an estimated Atlas annual fee established by the Developer.
Any surplus or deficit compared with the actual Atlas annual fee for the succeeding year, when established, will be
credited or debited to the Members account accordingly.
7.

FURTHER OBLIGATIONS OF MEMBERS


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

(a) To comply with the Operational Procedures as published by the Developer from time to time for the reservation of
Weekly Periods each year.
(b) To occupy the Apartment only from the first until the last day of each Weekly Period allocated to him between the times
notified by the Developer or the Resort, as the case may be.
(c) To keep and maintain the premises in which he is holidaymaking in a good and tenantable state and condition during the
period of the Members occupancy, and to pay or indemnify the Developer if the Developer should have to indemnify
the Resort, or to incur cost as a result of damages caused to the Resort or the Apartments by the Member.
(d) To respect the internal regulations and policies of the Resort in which he is holidaymaking. i.e:
(i)

In the event that any repair or maintenance work is required to the Apartment or its contents whilst it is occupied
by a Member, to allow reasonable access on reasonable notice except in the case of emergency, to enable such
work to be carried out.
(ii) Not to make any alterations to any Apartment or its contents.
(iii) To pay all other expenses incurred by the Member including all telephone calls made and to pay such reasonable
deposit as the Developer or the Resort may demand against its charges
(iv) Not to do anything which would make void or voidable the Club's or the Resorts insurance or which may operate
to increase the premium.

(e) To notify the Trustee and Developer forthwith of any change in his permanent address.
(f)

At all times to observe the Rules of Occupation as amended from time to time.

(g) To pay within one month of the same being demanded, the Atlas annual fee previously provided for.
8.

SUSPENSIONS AND TERMINATION OF EXCLUSIVE RIGHTS OF OCCUPATION

(a) If, justifiable by the Developer, any Member who shall have committed a substantial breach of the obligations imposed
on him herein, then the Member may have his Exclusive Rights of Occupation suspended by the Developer, by giving
written notice to this effect to the Member. In particular, if a Member has not paid his Atlas annual fee within 60 days
of being sent written notice, the Members Exclusive Rights of Occupation may, at the discretion of the Developer, be
suspended until such default is remedied. If such default is not remedied within 60 days of the notice first being given,

the Developer may send a further notice to the Member advising that failure to discharge in full the arrears (including
any arrears that have arisen since the date of the first notice) within 30 days, will result in permanent termination of the
Members Exclusive Rights of Occupation. If the arrears as specified are not discharged within that period of notice, the
Members Exclusive Rights of Occupation may, at the discretion of the Developer, be terminated and sold as soon as
possible at whatever price the Developer can achieve and the proceeds of sale will be used first in satisfaction of the
aforementioned arrears and any expenses incurred by the Developer and/or Trustee in effecting the sale and the balance,
if any, shall be remitted to the former Member.
(b) For the avoidance of doubt it should be understood that the balance available to the former Member is likely to be a
small fraction of the original purchase price once the above-mentioned expenses and charges have been deducted.
(c) If the Developer exercises such right to terminate Membership, the Developer will recoup the Exclusive Rights of
Occupation which were previously held by the Member.
(d) However, should the former Member make payment of all outstanding Atlas annual fees, interest and a reinstatement fee
determined in accordance with the Developers current published rate within a reasonable period of time from the date
of permanent termination of their Exclusive Rights of Occupation, then the former Members Exclusive Rights of
Occupation shall be reinstated in an Apartment of the same type and a week of the same Season subject only to
availability.
The reinstatement fee at 1st January 2016 is 471. The Developer reserves the right to increase the reinstatement fee
annually by a weighted average of the rates of inflation in the countries in which the Resorts are situated.
9.

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 form of transfer appearing on the reverse of the
Holiday 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 Holiday Certificate evidencing the Exclusive Rights of Occupation to be transferred,
together with a completed form of transfer signed by the transferor and the transferee, and such fee as the Trustee shall
from time to time determine, but in any case shall not exceed 500 per Holiday Certificate, the Trustee shall replace the
name of the transferor by that of the transferee in the Register and issue a new Holiday Certificate in the name of the
transferee. In the event of the Holiday Certificate together with a completed form of transfer, not being signed by the
transferor and the transferee, or if the Holiday Certificate and form of transfer is delivered to the Trustee by any party
other than the Developer or the Member, no such replacement shall take place.
(d) From the date of the entry of the name of the transferee in the Register, all obligations to the Developer or the transferor
under these Rules (other than obligations of the transferor accrued at the time of the disposal of the Holiday Certificate
by the transferor to the transferee) shall thereupon cease and the transferee shall be entitled to exercise the rights of the
Member.
10. OBLIGATIONS OF THE DEVELOPER AND TRUSTEE
The Developer and Trustee shall observe and perform all the obligations of the Developer and Trustee set out herein and
in the Deed of Trust entered into by the Developer and the Trustee including inter alia constitution of a new trust at the
end of the initial fifty year trust period if required as contemplated in these Rules and control over the Exclusive Rights
of Occupation to be held for the benefit of the Developer and Members.
11. LICENCES GRANTED BY MEMBERS
(a) A Member may without effecting a transfer within the meaning of clause 9, permit another person or persons to take
advantage of his Exclusive Rights of Occupation to which the Holiday Certificate relates provided that if he wishes to do
so he shall follow the instructions outlined in the Operational Procedures.
(b) Notwithstanding any such permission as aforesaid, the holder of the Holiday Certificate shall remain liable under the
provisions of these Rules of Occupation for Atlas annual fees and in all other respects.
12. LIMITATIONS ON RIGHTS GRANTED TO MEMBERS
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 of Occupation 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 the Agreement itself
within the scope of any legislation relating to investment or to property rights in the country in which that Agreement

was entered into. Notwithstanding the fact that any clause or sub-clause of these Rules of Occupation 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 of
Occupation shall remain valid and enforceable in their entirety.
13. PERSONAL DATA
(a) The Developer is the data controller responsible for the use and treatment of the personal data of Members. The
Developer transfers such data between its various places of business and branches, located in Ireland, the United
Kingdom, Spain and Portugal. The use and treatment of such personal data is regulated in each of these countries by the
corresponding Data Protection Act, which transposes European Directive 95/46 into the relevant national legislation.
(b) Members agree that their data can be used for the performance of the Rules of Occupation and Deed of Trust (and when
applicable the Purchase Agreement), for providing customer services and promoting commercial, financial or
complementary services related to their Membership.
(c) Members can exercise rights of access, rectification, deletion and opposition as stipulated and under the conditions of
the relevant Data Protection Acts.
(d) For the purposes mentioned above, Members agree that the Developer can transfer their data to group companies and
business partners located within the European Economic Area, the United States, Canada, and (if applicable) the
Members country of residence.
14. DEFINITIONS
The following expressions shall have the following meanings: Alternative Apartments means apartments, villas, townhouses or other residential accommodation or Weekly
Periods therein, leased or rented by the Developer to supplement availability of the Apartments at times of peak demand.
"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 is held in trust for the Developer and the Members to whom
the Developer may have transferred Exclusive Rights of Occupation.
Club Travel Agency means a company which can be appointed by the Developer to provide agency services to
Members.
Commencement Date means the 1st January 1997.
"Developer" means LEISURE DIMENSIONS LIMITED, a company registered in Ireland or any of its successors in
title or assigns.
"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, in the Season referred to in the Member's Purchase
Agreement and/or Holiday Certificate.
"Holiday Certificate" means the Certificate granted to a Member by the Developer evidencing the Member's entitlement to the Exclusive Right of Occupation specified therein. A specimen Holiday Certificate is attached hereto.
IEEO means RCI (Europe) Ltd, the international external exchange organisation, or any other similar organisation
appointed by the Developer.
Maintenance Fee means the annual maintenance fee to Members provided for herein.
"Member" means the Purchaser as outlined in the Purchase Agreement after completion by the Purchaser of all his
contractual obligations outlined in the Purchase Agreement and Membership shall be construed accordingly.
Membership Fees means the annual membership fee to Members provided for herein.
Operational Procedures means the procedures laid down by the Developer from time to time for the application by
and the allocation to Members of, particular Weekly Periods in each year.
"Project Documentation" means Rules of Occupation, Deed of Trust and all other documents governing the running of
the Club, which underlie these Rules of Occupation and the sale of the Exclusive Rights of Occupation to the Purchaser.
Purchase Agreement means the Purchase Agreement by which the Developer agrees to sell and the Purchaser to
purchase a Holiday Certificate at the price and in accordance with the conditions set out in that agreement.

Registered Apartment, means the Apartment indicated on any Holiday Certificate issued to a Member, resident in
the United Kingdom, who has been granted consumer finance to facilitate the purchase of his Holiday Certificate, if
same is required by the finance company.
Register, means the register of current Members maintained by the Trustee or other competent body.
"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 of the Trustee)
Resorts Annual Fees means the annual fees of the Resorts corresponding to the Apartments, as well as the cost for
using Alternative Apartments, which are the responsibility of the Developer.

Season means the low (Blue Season), mid (White Season), high (Red Season) or peak (Peak Red
Season) tourist season at the location of each resort, in accordance with a calendar established by the Developer.
"Termination Date" means the 31st December 2047.
Trustee means Hutchinson Trustees Ltd whose main place of business is at Priory Court, Tuscam Way, Camberley,
GU15 3YX
Weekly Period" means the seven-night period in respect of which Exclusive Rights of Occupation of an Apartment
are granted under the Purchase Agreement.
15. MODIFICATION OF THE RULES OF OCCUPATION & GENERAL CONDITIONS
The Developer and the Trustee may modify or add to the provisions of these Rules of Occupation, or the General
Conditions, 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 Resorts or the rights of the existing Members.
16. LAW AND ORIGINAL LANGUAGE
(a) The English Language shall be the original language of these Rules of Occupation and all other documents, which form
part of the Project Documentation. Where these documents are translated into any other language, in the case of conflict
the English original shall prevail.
(b) These Rules of Occupation shall be governed by the Laws of Ireland.

ATLAS RESORTS LTD1


Duly authorised representative of the Developer

8th April 1997


Date

---------------------------------------------------------ATLAS RESORTS MANAGEMENT LTD2


Duly authorised representative of the Management Company

8th April 1997


Date

---------------------------------------------------------

HOLIDAY CERTIFICATE SAMPLE

Page 1

1
2

Leisure Dimensions Limited has become the Developer on 1st April 2006.
The powers of the Management Company are now exercised by the Developer.

Page 2

WEEKS CALENDAR

10

Week
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53

2016

2017

2018

Commencing day
02-Jan
09-Jan
16-Jan
23-Jan
30-Jan
06-Feb
13-Feb
20-Feb
27-Feb
05-Mar
12-Mar
19-Mar
26-Mar
02-Apr
09-Apr
16-Apr
23-Apr
30-Apr
07-May
14-May
21-May
28-May
04-Jun
11-Jun
18-Jun
25-Jun
02-Jul
09-Jul
16-Jul
23-Jul
30-Jul
06-Aug
13-Aug
20-Aug
27-Aug
03-Sep
10-Sep
17-Sep
24-Sep
01-Oct
08-Oct
15-Oct
22-Oct
29-Oct
05-Nov
12-Nov
19-Nov
26-Nov
03-Dec
10-Dec
17-Dec
24-Dec
31-Dec

Commencing day
07-Jan
14-Jan
21-Jan
28-Jan
04-Feb
11-Feb
18-Feb
25-Feb
04-Mar
11-Mar
18-Mar
25-Mar
01-Apr
08-Apr
15-Apr
22-Apr
29-Apr
06-May
13-May
20-May
27-May
03-Jun
10-Jun
17-Jun
24-Jun
01-Jul
08-Jul
15-Jul
22-Jul
29-Jul
05-Aug
12-Aug
19-Aug
26-Aug
02-Sep
09-Sep
16-Sep
23-Sep
30-Sep
07-Oct
14-Oct
21-Oct
28-Oct
04-Nov
11-Nov
18-Nov
25-Nov
02-Dec
09-Dec
16-Dec
23-Dec
30-Dec
06-Jan

Commencing day
13-Jan
20-Jan
27-Jan
03-Feb
10-Feb
17-Feb
24-Feb
03-Mar
10-Mar
17-Mar
24-Mar
31-Mar
07-Apr
14-Apr
21-Apr
28-Apr
05-May
12-May
19-May
26-May
02-Jun
09-Jun
16-Jun
23-Jun
30-Jun
07-Jul
14-Jul
21-Jul
28-Jul
04-Aug
11-Aug
18-Aug
25-Aug
01-Sep
08-Sep
15-Sep
22-Sep
29-Sep
06-Oct
13-Oct
20-Oct
27-Oct
03-Nov
10-Nov
17-Nov
24-Nov
01-Dec
08-Dec
15-Dec
22-Dec
29-Dec
05-Jan

The above calendar is for guidance only and relates to Friday check-ins.
Please be aware that some resort Calendars may start on a different
check-in day and so the week numbers may differ slightly.

ATLAS CLUB
DEED OF TRUST
11

(Consolidated version on 1st June 2009)


THIS TRUST DEED is made between Atlas Resorts Ltd3 (the Developer) of the first part, and Hutchinson Trustees Ltd of
Priory Court, Tuscam Way, Camberley, Surrey, GU15 3YX, England (the Trustee), of the second part.
WHEREAS:
A.

The Developer controls ATLAS CLUB (hereafter referred to as Atlas or the Club), which is a proprietary club,
and the Exclusive Rights of Occupation at the Resorts, where it is intended to secure for the Members Exclusive
Rights of Occupation of certain fully constructed and furnished apartments, for specified periods each year, with
other ancillary rights of use, which Exclusive Rights of Occupation are or will be owned by charged or leased to
registered or vested in the name of a limited company ("the Owning Company"), incorporated in England, the sole
members of which are the Trustee or wholly owned subsidiaries of the Trustee and Custodians.

B.

The Rules of Occupation provide that the Trustee shall use its best endeavours to keep the respective Apartments free
from any mortgage, lien or encumbrance and to ensure that nothing is done which might prejudice the Exclusive Rights
of Occupation of the Apartments by the Members until the Termination Date.

C.

The Trustee has agreed to accept and hold on the trust terms and provisions set out below jointly with a Custodian
and/or the nominee of the Trustee:(i)

control of the Owning Company and its assets by becoming a member thereof and

(ii)

any other property which may from time to time be transferred to it or otherwise be held by it for the benefit
of the Developer and the Members from time to time

all of which items specified in C(i) and C(ii) shall be referred to jointly in this Deed as "the Trust Property".
The Trustee has been granted Professional Indemnity insurance cover in support of its undertaking to act in accordance with
its responsibilities, as outlined herein.

NOW THEREFORE IT IS HEREBY AGREED as follows:


1.

DEFINITIONS

In this Deed except where the context otherwise requires:


Rules of Occupation

means the Rules of Occupation of the Resorts, a copy of which is attached, as


amended from time to time

Maintenance Fee

means the Maintenance Fee provided for under the Rules of Occupation.

Membership Fee

means the Membership Fee provided for under the Rules of Occupation.

Custodian

means a legal entity other than the Trustee who is a shareholder or director of the
Owning Company and who cannot act for or commit the Owning Company in any
way except with the written permission of the Trustee.

Purchaser

means any person who has entered into a Purchase Agreement with the Developer.

Client Account

means a bank account held in the name of the Trustee or its nominee (for which there
exists a Declaration of Trust by the Trustee in favour of the Developer and Members)
to be used for funds received from Purchasers.

Escrow Account

means a bank account held in the name of the Trustee or its nominee (for which there
exists a Declaration of Trust by the Trustee in favour of the Developer and Members)
to be used for the retention of funds distributed from a Client Account in respect of
Apartments which remain to be fully constructed and furnished, or the Exclusive
Rights of Occupation of which are not owned by, charged or leased to, registered or
vested in the name of the Owning Company or are encumbered in any way.

Escrow Holder

means the signatory to any bank account containing funds held in escrow pending the
issue of Holiday Certificates.

Leisure Dimensions Limited whose registered office is at Universal House, Shannon, Co. Clare, Ireland has become
the Developer on 1st April 2006.

12

Purchase Price

means the price payable by a Purchaser under the relevant Purchase Agreement.

Club Travel Agency

means a company which can be appointed by the Developer, from time to


time, to provide reservation and agency services to the Members, or as more
specifically defined/outlined in the Rules of Occupation.

Except as defined herein and where the context otherwise requires, the meaning and interpretation of all words and phrases to
be applied in this document shall be as defined and interpreted in the Rules of Occupation attached hereto.
2.

INTERPRETATION
Covenants or warranties given and or liabilities otherwise assumed under the provisions of this Deed by two or more
persons shall be deemed to be so given and assumed by such persons jointly and severally.

3.

APPOINTMENT OF TRUSTEE

3.1. The Developer appoints the Trustee and the Trustee accepts appointment as Trustee and agrees to become exclusively
entitled to the entire issued share capital in and to become Director of the Owning Company through its wholly owned
subsidiaries and/or a Custodian, and acting as trustee on behalf of the Developer and the Members on the terms set out
in this Deed and to hold the Trust Property in trust to secure the Exclusive Rights of Occupation until the Termination
Date for the Developer and the Members for the time being in accordance with the Rules of Occupation, Provided that:
(a)

The Trustee shall not be bound to concur in or perform any act or acts which in its opinion shall be illegal or
inconsistent with the trust provisions declared in this Deed or shall constitute a breach of trust or might involve it in
any personal liability or in any action which may be improper or disreputable or which may in its opinion
constitute a breach of any conditions or covenants affecting the Trust Property or other contractual obligation of
the Trustee in its capacity as trustee; and

(b) The Trustee shall be under no obligation to enter into any contract under which it would or could incur liability on
its own account; and
(c)

4.

The Trustee shall in no circumstances be liable to the Developer, the Members or any third party individually or
collectively for any amount in excess of the value of the assets held by the Trustee from time to time.

RELEASE OF FUNDS ON COMPLETED AND UNCOMPLETED APARTMENTS

4.1. Where, at the date of the Purchasers obligations under a Purchase Agreement being fulfilled, the aggregate number of
Weekly Periods conferred on all Holiday Certificates issued for a particular type of Apartment for a particular Season
does not exceed the aggregate number of Weekly Periods for that Season in all of that type of Apartment or better
(excluding the period set aside for routine maintenance) and, in the case of a Registered Apartment, the number of
Holiday Certificates issued in that Apartment does not exceed 52, (the items specified above being collectively known
as the Release Criteria), the Trustee shall receive and hold in a Client Account any part of the Purchase Price paid by
the Purchaser to the Trustee. Such funds shall be released to the order of the Developer by the Trustee on the date of the
first distribution of funds made by the Trustee following receipt of such funds.
4.2. Where at the date of a Purchase Agreement being entered into the Release Criteria have not been satisfied the Trustee
shall receive and hold in a Client Account any part of the Purchase Price paid by a Purchaser to the Trustee. Such funds
shall be released by the Trustee into an Escrow Account controlled by the Trustee on the date of first distribution of
funds made by the Trustee following receipt of such funds and (subject to the issue of a Holiday Certificate as outlined
in Clause 4.3 hereof) shall be released from escrow to the order of the Developer when the Release Criteria have been
fulfilled in their entirety.
4.3. Upon the Release Criteria being satisfied and a Weekly Period being allocated to the Purchaser, the Trustee shall release
from escrow to the order of the Developer such part of the Purchase Price that is held by the Trustee, and where the
Purchase Price has been paid in full, shall arrange for the issue of the Holiday Certificate.
4.4. If the Release Criteria have not been fulfilled within 6 months of the date on which the Purchase Price is paid in full by
the Purchaser (otherwise than by reason of the default of the Purchaser) the Trustee shall upon the written demand of the
Purchaser repay to the Purchaser the monies received from such Purchaser and held by the Trustee in escrow as
stakeholder together with interest thereon, calculated on a daily basis.
4.5. Interest arising on the Escrow Account less interest payable to Purchasers under clause 4.4 hereof shall enure to the
Developer and interest arising on the Client Account shall enure to the Trustee.

13

5.

LIMITATIONS ON TRUSTEES RESPONSIBILITIES

5.1. The Trustee shall have no responsibility for either the administration or management of the Apartments or the Resorts,
nor shall the Trustee be liable for any losses or depreciation which may result in any way to the Apartments, and the
Trustee relies on the warranty and/or guarantee in regard to the validity or otherwise of the title to the Apartments given
by the Developer, the lawyer acting for the Developer, and the Lawyer appointed to act for the Trustee with the
agreement of the Developer, in this order, and the Trustee gives no other warranty or guarantee in regard to the validity
or otherwise of the title to the Apartments
5.2. The Trustee shall not be required to take any legal or other action in relation to any matter whatsoever unless fully
and effectually secured or indemnified by the Member or the Developer to the reasonable satisfaction of the
Trustee in respect of all costs and liabilities which may be incurred or suffered by the Trustee.
5.3. The Trustee shall not be responsible for any loss suffered by the Resorts, the Developer or any Member or arising out of
or in respect of any act or omission on the part of the Trustee, its officers, employees or agents in respect of the Trust
Property unless the same shall have been caused by or have arisen from bad faith or negligence on the part of the
Trustee or its said officers, employees or agents.
5.4. Notwithstanding the provisions of this Deed the Trustee or any subsidiary or associated company of the Trustee shall not
be precluded from acting as banker to the Developer or the Resorts nor from making any advances to the Developer or
the Resorts on such terms as may be agreed or from making any contract or entering into any financial or other
transaction in the ordinary course of business with the Developer or the Resorts and shall be entitled to charge interest
on overdrawn accounts and to make the usual banker's charges and shall not be liable to account to the Developer or the
Resorts for any profit made in connection with so acting.
5.5. In addition to the above limitations to the Trustee's responsibilities, the Trustee is not responsible for any loss suffered
by the Resorts, the Developer or any Member arising as a result of matters beyond its control nor for any such loss
arising in respect of any funds paid to any other parties.
6.

TRUSTEES POWERS AND DUTIES

6.1.
(a)

The Trustee warrants and undertakes that the Client Account(s) and Escrow Account(s), except as otherwise
required in the exercise of the Trustee's powers and obligations herein will remain free from charge, lien, mortgage
or encumbrance and will be used only for holding monies for third parties in trust and will not be used for any
other purpose by the Trustee or any affiliated or subsidiary company of the Trustee (save for the subsequent
disbursement of funds under the terms of the Deed of Trust).

(b) The Trustee shall be entitled to obtain legal advice from its solicitors for the time being and/ or the opinion of
Counsel on any matter relating to the Trust Property or in relation to the trust hereby constituted or the exercise of
the Trustee's power or duties hereunder and this shall be at the expense of the Members and the Developer
proportionately.
6.2. The Trustee shall have the following additional powers:
(a)

No form of Purchase Agreement or other form of private contract whereby the Developer sells or offers to sell
Exclusive Rights of Occupation may be used other than in the form annexed (Document 7) without the express
written approval of the Trustee which will not be unreasonably refused.

(b) The Trustee or its nominee shall act as Escrow Holder in respect of all monies payable under any contracts
whereby any person or firm applies to become a Member at the Resorts, in accordance with the terms of Clause 4
above, which shall not be altered or amended to the prejudice of any prospective Member without the express
written approval of the Trustee.
(c)

All Holiday Certificates shall be issued or reissued by the Trustee. The Certificates shall be authenticated in such
manner as the Trustee shall from time to time consider appropriate, and an up to date register of Holiday
Certificates so issued shall be maintained by the Trustee at all times.

(d) The Trustee shall have the power to issue to a Member a document conveying registerable title to such Member of
the week in the Apartment as designated in the Holiday Certificate, if one is designated, upon full payment of the
stated Purchase Price. Such power shall be exercised, at the Trustee's sole discretion if, in the opinion of the
Trustee, the issue of such document is necessary to comply with the applicable law including inter alia that of the
land in which the Resort is situated, or is in the interests of the Members (either individually or collectively);
provided, always:-

14

(i)

that the costs of such procedure, including all taxes, notary fees, registration fees and any other costs of the
transaction, including the costs of the Developer and the Trustee, are paid by such Member by addition to or
incorporation with the Maintenance Fee or by any other method to be determined by the Trustee;

(ii)

that so long as such document remains in the Trustees possession it need not be registered, but at the
discretion of the Trustee or on demand of the Member named therein and upon payment of all costs of
registration by or on behalf of such Member it shall be registered in the appropriate Land Registry, or other
authorised registry, free of all charges or encumbrances;

(iii) that in the event that the applicable law referred to in clause 6.2(d) above prevents the Developer and/or Club
Travel Agency from exercising its rights and obligations under clause 8 of the Rules of Occupation, then
before the Trustee hands over the document, the Member may be asked to provide a form of security, which
shall not exceed a total of two years current Atlas annual fees, as a guarantee that the Atlas annual fees will
be paid as they fall due;
(iv) that the Member named in such document shall expressly agree in writing by such form as shall be approved
by the Trustee, and which shall be made a part of any such document, that such Member will continue to be
entitled to all the rights and privileges of but remaining subject to all the duties and obligations relating to the
Holiday Certificate.
(e)

To appoint an expert to make determinations in the event of any dispute between the Developer and the Club
Travel Agency.

(f)

In the event of the termination of the appointment of the Club Travel Agency, to provide all or any of the services
formerly provided by the Club Travel Agency until a new one is appointed, to ensure the uninterrupted enjoyment
of the Members Exclusive Rights of Occupation. In the event that the Developer fails to appoint a new Club
Travel Agency within 90 days of the aforementioned termination, the Trustee shall have the power to continue to
provide these services or to appoint a new Club Travel Agency, at its ultimate discretion.

(g) If the Developer fails to maintain adequate insurance cover for the Apartments and Trust Property (when
applicable), the Trustee shall have the power to arrange such cover on behalf of the Members.
7.

DURATION OF TRUSTEES APPOINTMENT


The appointment of the Trustee shall continue from the date of this Deed until the Termination Date or until terminated
by the Trustee giving to the Developer, or his successor in title no less than six months' notice in writing of its desire to
retire whichever of such dates shall be the earlier. No such notice shall in any event take effect before the expiry of one
year from the date hereof. Upon the termination of the appointment of the Trustee the Developer or Club Travel
Agency shall pay to the Trustee all remuneration then owing to the Trustee together with any outstanding reasonable
out-of-pocket expenses and all fees, costs and expenses incurred by or on behalf of the Trustee in transferring its
interests in the Trust Property in the manner hereinafter provided. The Trustee shall upon the termination of its
appointment transfer the Trust Property at the expense of the Developer to a suitable successor trustee, but failing which
the trusteeship shall not fail for want of a trustee and the Trustee shall make and pursue at the expense of the Trust
Property an appropriate application to have a suitable successor trustee appointed.

8.

DEVELOPERS POWERS AND DUTIES

8.1. Notwithstanding that the Trust Property shall be held in trust by the Trustee the Developer shall nevertheless initially be
entitled to occupy the Apartments as provided in the Rules of Occupation, to grant Exclusive Rights of Occupation of
parts thereof in accordance with the terms of Rules of Occupation, and to countersign all such grants.
8.2. The Developer for itself and on behalf of each Member covenants with the Trustee:
(a)

To pay on demand all payments whatsoever (including rent, rates, mortgages or any other encumbrances, service or
maintenance charges, interest, costs, expenses and damages) covenanted or agreed to be paid (whether contingently
or otherwise) under the terms of any instrument by which the Trust Property or any part, was transferred to the
Owning Company or for which the Resorts or the Trustee may otherwise be liable.

(b) At all times during the continuance of the Trust to observe and perform all the covenants, terms and conditions
contained in the instrument by which the Trust Property was vested in the Owning Company and which on the part
of the Owning Company are to be observed and performed.
(c)

To indemnify and keep fully and effectually indemnified the Trustee from and against all actions, claims,
demands, losses, damages, costs and expenses made against or suffered or incurred by the Trustee arising directly
or indirectly from any breach, non-observance or non-performance of any of the covenants contained in paragraphs
(a) and (b) of this Clause.

15

8.3. The Developer warrants that save as otherwise ordered by a Court of competent jurisdiction or as provided in this Deed
the Trustee shall not by entering into and acting in pursuance of the terms and conditions of this Deed owe any duty,
obligation or liability to any person or persons (whether corporate or individual) other than the Developer and the
Members and no such person or persons is entitled to charge, pledge or demand or require to oblige the Trustee to
transfer any property held by the Trustee in pursuance of this Deed.
8.4. The Developer hereby undertakes for itself and on behalf of the Members and Club Travel Agency that neither the
Trustee's name nor any reference to its appointment or duties as trustee for the Trust Property shall appear on any
literature or document or any advertisement issued by or on behalf of it or the Resorts without the prior approval in
writing of the Trustee.
8.5. The Developer shall pay or shall procure that the Members and/or Club Travel Agency as the case may be shall pay to
the Trustee as remuneration for the performance of its duties hereunder such fees as may from time to time be separately
agreed upon between it and the Trustee (or failing which between the Club Travel Agency and the Trustee) and all out
of pocket expenses incurred by the Trustee in complying with the terms of this Deed.
8.6. The Developer for itself and on behalf of the Members hereby undertakes to indemnify and hold harmless the Trustee
from and against all costs, liabilities and expenses which may result from the proper performance by the Trustee of
their duties hereunder and the Trustee shall be kept fully indemnified by the Members and Club Travel Agency and the
Developer against all losses, claims, demands, expenses and other liabilities made or incurred in connection with the
Trust Property or in any other way in connection with the holding by the Trustee of the office of custodian trustee
hereunder. The Trustee shall have the right if at any time it considers it desirable so to do to require that the Developer
or the Club Travel Agency shall deposit with the Trustee as a reserve fund such sum as shall be reasonably necessary in
support of the indemnity contained in this clause.
8.7. The Developer hereby undertakes to procure that a certified copy of the Project Documentation be sent to all Purchasers
on or before the date of issue of their Holiday Certificate.
8.8. In accordance with the Rules of Occupation, the Developer undertakes, if required, at the end of the initial trust period of
fifty years, to constitute a new trust upon similar terms to those set out in this Deed if it is necessary to do so in order to
renew the Exclusive Rights of Occupation of any valid Member whose documents signed at the point of sale specify an
automatic renewal, as contemplated in the Rules.
9.

VARIATION OF THE TRUST DEED


The Developer and the Trustee may by supplemental deed modify or add to the provisions of this Deed in such manner
and to such extent as they may consider necessary or expedient provided that unless 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 Members and does not operate to release any of the parties hereto from any responsibility to the then existing
Members no such modification or addition shall be made without the sanction of an ordinary resolution of
Members in general meeting.

10. ADMINISTRATIVE
10.1.
Any notice which is required to be given in pursuance of any provision of this Deed shall be given or served by
sending the same by prepaid first class post addressed to the appropriate party as the case may be at its respective
registered office referred to in this Deed or such other registered office as may be notified in writing to all the other
parties hereto or to the Resorts at the address of the Trust Property stated above or such other address as shall from time
to time be notified to the Trustee for such purpose and any notice if sent by first class prepaid mail and recorded delivery
shall be deemed to have been given or served forty-eight hours after dispatch, excluding Sundays and public holidays.
10.2.
This Deed shall be governed and construed in accordance with the Laws of England the rights of all persons and
the construction and the effect and every of the provisions hereof shall be subject to and construed in accordance with
English Law and subject to the exclusive jurisdiction of the courts of England.

THE COMMON SEAL of HUTCHINSON


TRUSTEES LTD

THE COMMON SEAL of


ATLAS RESORTS LTD4
was hereunto affixed in the presence of

was hereunto affixed in the presence of

16

--------------------------------------------------------Director

---------------------------------------------------------Director

--------------------------------------------------------Secretary

---------------------------------------------------------Secretary

Dated this 8th day of April 1997

Leisure Dimensions Limited has become the Developer on 1st April 2006.

17

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