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TABLE OF CONTENTS HOLIDAY NEEDS ANALYSIS ............................................................................................................................................................... 1 QUOTATION ........................................................................................................................................................................................... 1 METHOD OF PAYMENT........................................................................................................................................................................ 1 DEBIT ORDER INSTRUCTION ............................................................................................................................................................. 2 DETAILS OF APPLICANT(S)................................................................................................................................................................. 3 AFFORDABILITY ASSESSMENT ......................................................................................................................................................... 4 CERTIFICATE OF UNDERSTANDING ................................................................................................................................................ 5 PURCHASE AND CREDIT AGREEMENT ........................................................................................................................................... 6 APPLICATION FOR MEMBERSHIP ................................................................................................................................................... 10 CONVERSION OF FLEXI HOLIDAY CLUB MEMBERSHIP ............................................................................................................ 12 TRADE-IN OF A PROPERTY TIMESHARING INTEREST AGREEMENT ..................................................................................... 13 USAGE AGREEMENT AND SPECIAL POWER OF ATTORNEY ................................................................................................... 14 FLEXI HOLIDAY CLUB CONSTITUTION........................................................................................................................................... 15 FLEXI HOLIDAY CLUB RULES........................................................................................................................................................... 19 STATUTORY DISCLOSURE OF INFORMATION............................................................................................................................. 22

TABLE OF CONTENTS Contract.pdf · ☐ Low Season ☐ Studio, 2 Sleeper ☐ Economy ☐ Weekend / Midweek ☐ Mid-Season ☐ 1 Bedroom, 4 Sleeper ☐ Standard ☐ 1 Week ☐ High-Season

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  • TABLE OF CONTENTS

    HOLIDAY NEEDS ANALYSIS ............................................................................................................................................................... 1

    QUOTATION ........................................................................................................................................................................................... 1

    METHOD OF PAYMENT........................................................................................................................................................................ 1

    DEBIT ORDER INSTRUCTION ............................................................................................................................................................. 2

    DETAILS OF APPLICANT(S)................................................................................................................................................................. 3

    AFFORDABILITY ASSESSMENT ......................................................................................................................................................... 4

    CERTIFICATE OF UNDERSTANDING ................................................................................................................................................ 5

    PURCHASE AND CREDIT AGREEMENT ........................................................................................................................................... 6

    APPLICATION FOR MEMBERSHIP ................................................................................................................................................... 10

    CONVERSION OF FLEXI HOLIDAY CLUB MEMBERSHIP ............................................................................................................ 12

    TRADE-IN OF A PROPERTY TIMESHARING INTEREST AGREEMENT ..................................................................................... 13

    USAGE AGREEMENT AND SPECIAL POWER OF ATTORNEY ................................................................................................... 14

    FLEXI HOLIDAY CLUB CONSTITUTION ........................................................................................................................................... 15

    FLEXI HOLIDAY CLUB RULES ........................................................................................................................................................... 19

    STATUTORY DISCLOSURE OF INFORMATION ............................................................................................................................. 22

  • Membership Number: Contract Number: 000000 (Head Office Use Only)

    Page 1 of 29

    HOLIDAY NEEDS ANALYSIS TO DETERMINE YOUR HOLIDAYS NEEDS SELECT ONE ITEM FROM EACH OF THE FOLLOWING 4 COLUMNS.

    HOLIDAY SEASON APARTMENT SIZE RESORT QUALITY LENGTH OF STAY

    ☐ Low Season ☐ Studio, 2 Sleeper ☐ Economy ☐ Weekend / Midweek

    ☐ Mid-Season ☐ 1 Bedroom, 4 Sleeper ☐ Standard ☐ 1 Week

    ☐ High-Season ☐ 2 Bedroom, 6 Sleeper ☐ Luxury ☐ 2 Weeks

    ☐ Peak 1 (e.g., 1st week December) ☐ 3 Bedroom, 8 Sleeper ☐ 3 Weeks

    ☐ Peak 2 (e.g., September Holidays) ☐ 4 Weeks

    ☐ Peak 3 (e.g., July & Easter Holidays)

    ☐ Peak 4 (e.g., Christmas Holidays)

    Based on the selection above, to have a holiday each year, Points are required on average.

    QUOTATION

    ALL FIGURES INCLUDE VAT

    FOR THE PURCHASE & CREDIT AGREEMENT WITH CLUB LEISURE DEVELOPMENT

    FOR THE MEMBERSHIP & ANNUAL FEES WITH FLEXI HOLIDAY CLUB

    A. Purchase Price of New Points R M. New Points Purchased Points

    B. less: Deposit R N. add: Current Points Owned Points

    C. gives: New Loan / Principal Debt (A - B) R O. add: Points for Conversion Points

    D. add: Balance of Previous Loan R P. add: Points for Timeshare Trade-in Points

    E. gives: Total Loan / Principal Debt (C + D) R Q. gives : Total Points Owned (M + N + O + P) Points

    R. add: Free Usage Points Points

    F. Number of Loan Instalments @ % p.a. S. gives : Total Membership Points (Q + R) Points

    G. Monthly Loan Repayment R T.

    H. add: Monthly Service Fee R T. Club Subs & Refurbishment Reserve R

    I. gives: Monthly Loan Instalment (G + H) R U. add: Annual Levy R

    V. gives : Total Annual Fees (T + U) R

    J. Total Cost of Agreement (F x I) R

    K. Total Cost of Service Fees (F x H) R Number of Fee Instalments @ % p.a.

    L. Total Cost of Interest (J - K - E) R W. Monthly Fee Instalment R

    Credit Cost Multiple ([K + L] ÷ E) :1

    X. Contract & Admin Fee (once off) R

    Details of Credit Provider Note: Should you already be a club member, your current year’s Annual Fee will not increase with this purchase of additional Points. Any increase will only be effective next year and will be based on item V above plus inflation.

    Name:

    NCR Reg#:

    Physical Address:

    Postal Address:

    Email Address:

    Telephone:

    Club Leisure Development (Pty) Ltd

    NCRCP2414

    1 Crompton Street, Pinetown, 3610

    P.O.Box 1583, Pinetown, 3600

    [email protected]

    031 717 7300

    Membership Term: ☐ 7 Years ☐ 9 Years

    ☐ 12 Years ☐ 15 Years

    ☐ 20 Years ☐ Perpetuity

    ☐ Year Term Upgrade

    Bonus Points Apply: ☐ Yes ☐ No Membership Benefits: ☐ Explore ☐ Inspire

    ☐ Elite ☐ Perpetuity

    Presenter Name: Date of Presentation:

    Advisor Name:

    Branch: Presenter: Advisor: Manager:

    INITIALS

  • Membership Number: Contract Number: 000000 (Head Office Use Only)

    Page 2 of 29

    METHOD OF PAYMENT

    PAYMENT DESCRIPTION AMOUNT METHOD OF PAYMENT NUMBER EFFECT

    FROM/ON

    Deposit Payment 1 (once off) R ☐Card ☐Cash/EFT ☐Debit Order 1 / /

    Deposit Payment 2 (if applicable) (once off) R ☒Debit Order 1 / /

    Deposit Payment 3 (if applicable) (once off) R ☒Debit Order 1 / /

    Monthly Loan Instalment (Item I on page 1) R ☒Debit Order / /

    Monthly Fee Instalment (Item W on page 1) R ☒Debit Order / /

    Contract & Admin Fee (Item X on page 1) R ☐Card ☐Cash/EFT ☐Debit Order 1 / /

    DEBIT ORDER INSTRUCTION

    ACCOUNT HOLDER DETAILS

    Account Holder Name:

    Bank Name: Branch Name:

    Account Number Branch Code:

    Account Type ☐ Cheque ☐ Savings ☐ Transmission

    PAYMENT ALLOCATIONS

    The above amounts will be paid to the following parties:

    1. Deposit Payments payable to Club Leisure Development (Pty) Ltd

    2. Monthly Loan Instalment payable to Club Leisure Development (Pty) Ltd

    3. Monthly Fee Instalment payable to Flexi Holiday Club

    4. Contract & Admin Fee payable to Flexi Holiday Club

    DEBIT ORDER INSTRUCTION

    You, the account holder, authorise Club Leisure Development (Pty) Ltd and Flexi Holiday Club to issue instructions to their bankers for the collection of the debit order payments listed above. You authorise each individual debit order payment instruction to be issued and delivered monthly and/or annually. A debit order payment instruction may only be issued on or after the dates due in terms of this instruction, and the payments will be taken from your bank account on or after the dates listed above. The individual debit order amounts may not be more than what has been agreed above. However, you agree that the debit order payments may be taken from your bank account if the amounts are less than the amounts listed above. Club Leisure Development (Pty) Ltd and Flexi Holiday Club will include your payment reference number on all debit order payment instructions so that both you and they can identify your payment.

    You understand that the Total Annual Fees (item V on page 1) may increase each year and that Flexi Holiday Club may revise the debit order payment instruction each year. Flexi Holiday Club will advise you by e-mail of this change in the annual debit order payment amount at least 30 (thirty) days before the amount is debited.

    You agree to continue to allow debit order payments under this authority until you have paid all amounts you owe under this agreement. You may cancel this debit order instruction by giving 30 days’ written notice by registered post to P.O. Box 1583, Pinetown, 3600, or by delivering it to 1 Crompton Street, Pinetown, 3610. Should you cancel the debit order instruction, it does not cancel the Purchase and Credit Agreement with Club Leisure Development (Pty) Ltd, or your membership with Flexi Holiday Club. You cannot reclaim amounts paid from your account to Club Leisure Development (Pty) or Flexi Holiday Club under this debit order instruction if those amounts were legally owed to Club Leisure Development (Pty) Ltd or Flexi Holiday Club.

    Your bank will treat all debit order payment instructions as though you have issued them yourself. Club Leisure Development (Pty) Ltd and Flexi Holiday Club will not cede or assign any of their rights to draw from your account to any other third party without your express written consent. You may not delegate any of your obligations under this agreement to any other third party without express written consent from Club Leisure Development (Pty) Ltd and Flexi Holiday Club.

    Signed at on the day of 20

    Account Holder

    INITIALS

  • Membership Number: Contract Number: 000000 (Head Office Use Only)

    Page 3 of 29

    DETAILS OF APPLICANT(S) DETAILS APPLICANT 1 APPLICANT 2

    First / Entity Name:

    Last Name:

    ID/Registration Number:

    Marital Status: ☐ Married (ANC) ☐ Married (COP) ☐ N/A ☐ Married (ANC) ☐ Married (COP) ☐ N/A

    Telephone (Cell):

    Telephone (Home):

    Telephone (Work):

    Email Address:

    Physical Address

    Address Line 1:

    Address Line 2:

    Address Line 3:

    City/Town Code:. Code:.

    Province

    Postal Address

    Address Line 1:

    Address Line 2:

    Address Line 3:

    City/Town Code:. Code:

    Province

    Emergency Contact 1

    First Name:

    Last Name:

    Telephone (Cell):

    Telephone (Other):

    Relationship: ☐ Friend ☐ Family ☐ Work Colleague ☐ Friend ☐ Family ☐ Work Colleague

    Emergency Contact 2

    First Name:

    Last Name:

    Telephone (Cell):

    Telephone (Other):

    Relationship: ☐ Friend ☐ Family ☐ Work Colleague ☐ Friend ☐ Family ☐ Work Colleague

    DIRECTORS, MEMBERS OR TRUSTEES (Only applicable if applicant is a legal entity)

    First Name:

    Last Name:

    ID Number:

    First Name:

    Last Name:

    ID Number:

    INITIALS

  • Membership Number: Contract Number: 000000 (Head Office Use Only)

    Page 4 of 29

    INITIALS

    AFFORDABILITY ASSESSMENT NOT APPLICABLE IF APPLICATION IS MADE IN THE NAME OF A JURISTIC PERSON OR IF PURCHASE PRICE IS BEING PAID IN 12 OR LESS INTEREST-FREE INSTALLMENTS

    EXISTING FINANCIAL MEANS AND PROSPECTS APPLICANT 1 APPLICANT 2

    1. Are you currently employed (Basic Salary and/or Commissions)? ☐ Yes ☐ No ☐ Yes ☐ No

    2. Are you currently self-employed, or do you receive regular income from investments and/or a pension fund?

    ☐ Yes ☐ No ☐ Yes ☐ No

    3. Are you currently insolvent, under administration, or under debt review? ☐ Yes ☐ No ☐ Yes ☐ No

    4. Do you have any disputes/judgments listed with a credit bureau? ☐ Yes ☐ No ☐ Yes ☐ No

    5. Have you applied for credit in the last 90 days whereby the application for credit was declined for any reason?

    ☐ Yes ☐ No ☐ Yes ☐ No

    6. If you answered yes to either question 4 or 5 above, please provide the details thereof below:

    7. If you answered yes to question 1 above, please provide the details of your employment below:

    APPLICANT 1 APPLICANT 2

    Employer Name:

    HR Contact Person:

    Employee Number:

    Employed Since

    EXISTING FINANCIAL OBLIGATIONS APPLICANT 1 APPLICANT 2

    Income Basic Salary / Commission (before deductions)…… R R

    Allowances / Fringe Benefits…………………...….... R R

    Other Regular Monthly Income………………..……. R R

    Total Income R R

    Deductions Taxes & UIF………………………………….………. R R

    Pension Fund…..………………………..…………... R R

    Medical Aid………………..………………..………... R R

    Living Expenses Groceries & Toiletries……………………....……….. R R

    Water & Electricity……………………………..…..… R R

    Rates & Levies……..……………………….…..……. R R

    Telephone & Cell…………………..…….………..…. R R

    Petrol & Diesel………………………….….….……... R R

    Insurance Policies…………………………………… R R

    DSTV / TV Subscriptions……………………..….….. R R

    Dependents School & University Fees…………………..……..… R R

    Child Maintenance…………………..……..………... R R

    Spousal Maintenance……………………………….. R R

    Agreements Bond and/or Rent……………………………………. R R

    Car Repayments…………………………………….. R R

    Card / Account Repayments…………..…..………... R R

    Other Loan Obligations…………………..……..…... R R

    Total Expenses R R

    Discretionary Income (Total Income – Total Expenses) R R

    Combined Discretionary Income (Applicant 1 + Applicant 2) R

  • Membership Number: Contract Number: 000000 (Head Office Use Only)

    Page 5 of 29

    CERTIFICATE OF UNDERSTANDING This is to certify that you, the Applicant(s), understand the most critical aspects of your Points purchase with Club Leisure Development (Pty) Ltd set out on pages 7 to 9 and your rights and obligations as a member of Flexi Holiday Club in terms of the Application for Membership set out on pages 10 and 11 and the Club’s Constitution and Rules set out on pages 15 to 21.

    PURCHASE OF POINTS INITIAL(S)

    1. You have entered into a Purchase Agreement with Club Leisure Development to purchase the Total Membership Points (item S on page 1). The purchase of these Points gives you right of use to Flexi Holiday Club’s holiday property for the Membership Term (as listed on page 1) and entitles you to the Membership Benefits (as listed on page 1) and detailed in The World of Flexi booklet.

    2. A Holiday Needs Analysis was performed by Club Leisure Development to determine the average number of Points you require in order to meet your ideal holiday requirements. Should the Total Membership Points (item S on page 1) be lower than the average number of Points you require, then you accept and understand that you may only be able to take your ideal holiday once every two or three years.

    3. Should this be a cash purchase, then the Purchase Price of New Points (item A on page 1) is payable by you within 90 days of signature. Should you require finance for this purchase, then this purchase is subject to the Credit Agreement set out on pages 7 to 9, and you agree to pay the Deposit (item B on page 1), and the Monthly Loan Instalment (Item I on page 1) as per the Method of Payment set out on page 2.

    4. The Points will be reallocated to you each year on 1 January with an inflationary increase, and if:

    a. the Points have been bought in Perpetuity (as selected on page 1), then they are yours for life, your right of use and obligations as a member do not expire, and you may choose to leave these Points to your family or friends in your will.

    b. the Points have been bought for a Membership Term of between 7 to 20 years (as selected on page 1), then your right of use and obligations as a member will expire at the end of this term.

    5. Flexi Holiday Club is an association of members not for gain. It is not a business formed with the intention of making a profit for either itself or its members. The Points you have bought may only be used by you and your immediate family to enjoy holidays. Points are not intended to be resold at a profit, used for generating rental income, nor for any other business activities, and you confirm that the Points have not been bought by you with the intention of making a profit or generating income.

    AFFORDABILITY ASSESSMENT

    6. Club Leisure Development is required to do an affordability assessment in order to enter into a Credit Agreement with you. For the purpose of performing an affordability assessment, you explicitly agree to Club Leisure Development sharing your information with a credit bureau and/or any other third parties, and to provide Club Leisure Development with your last 3 month’s bank statements or last 3 months’ payslips within 21 days of signing this agreement.

    MEMBERSHIP RIGHTS AND OBLIGATIONS

    7. You have also made application to become a member of Flexi Holiday Club, and your right of use to the holiday property and obligations as a member are subject to the Constitution and Club Rules set out on pages 15 to 21.

    8. All the holiday property is either owned by or under the control of Club Property Holdings (Pty) Ltd, which is wholly owned by Flexi Holiday Club. The members of Flexi Holiday Club, through the ownership of their Points, have the exclusive right of use to the holiday property.

    9. The Points you have purchased will be allocated to you every year on 1 January and added to your points account. When you make a booking, the required number of Points will be deducted from your Points Account.

    10. Should you not use all your Points in the year in which they were allocated, then the unused Points will be carried over to the next year and will be accumulated for a maximum of 3 years (year of allocation + 2 additional years). Any unused points from the first year of accumulation will expire after the third year. The managing agent will send you regular reminders to ensure that you use all your Points.

    11. All bookings are subject to availability, the payment of the relevant Accommodation Levy, and you having the required number of Points available.

    12. All bookings are on a first-come-first-served basis, and there is no guarantee that you will be able to get a particular resort and/or a particular period. Holidays during school holiday periods are in high demand, and it is recommended that you book well in advance for these periods.

    13. You may use your Points to book full weeks. Midweeks, weekends and single nights are also available at selected resorts outside of school holidays periods.

    ANNUAL FEES

    14. The club’s annual fees are determined by the club’s Board of Trustees and ratified by the members at the club’s annual general meeting. Any surplus in the annual fees will be transferred to the club’s reserves.

    15. You must pay your first year’s Total Annual Fees when you become a member, after that, you must pay your Total Annual Fees on or before 1 January of each year, whether you have used your Points to make a booking or not. Should you be unable to pay the full amount on or before 1 January, then monthly payment terms are available.

    16. Your Total Annual Fees shall increase each year in line with inflation. Flexi Holiday Club will send you an annual notice for any changes to your Total Annual Fees.

    INITIALS

  • Membership Number: Contract Number: 000000 (Head Office Use Only)

    Page 6 of 29

    17. The Total Annual Fees (Item V on page 1) are made up as follows:

    a. Club Subscription which is a fixed amount used to pay the running costs of the Club.

    b. Refurbishment Reserve which is calculated as 0.85% of the purchase price of the Points and is used to pay any special levies and any other related charges for the holiday property.

    c. Annual Levy which is calculated as 8.50% of the purchase price of the Points and is used to pay the Club’s resort levies and any other related charges for the holiday property.

    d. Both the Refurbishment Reserve and Annual Levy have minimum and maximum amounts payable which may be revised annually. For more information on the current year’s minimum and maximum amounts, please consult the “Find Your Way” booklet.

    INITIAL(S)

    LEVY ACCOUNT

    18. Your Annual Levy (Item U on page 1) will be credited to your Levy Account and reflected as a credit. When you make a booking, the Accommodation Levy for that booking will be deducted from your Levy Account. Should you not have a sufficient credit available in your Levy Account to cover the Accommodation Levy, then you will have to pay the difference.

    19. Your Annual Levy may be accumulated and held as a credit in your Levy Account for a maximum of 3 years (The year in which the Annual Levy was charged + 2 additional years). Any unused credit in your Levy Account from the first year of accumulation will expire after the third year. The managing agent will send you regular reminders to ensure that you use the credit available in your Levy Account.

    COOLING OFF PERIOD CANCELLATION

    20. You may cancel your Credit Agreement with Club Leisure Development and your application for membership to Flexi Holiday Club within 14 days of signing them by notifying the parties in writing. When they receive your notice, they will refund you any money that you have paid to them within 7 days of receiving the notice.

    POST COOLING OFF PERIOD CANCELLATION

    21. You may cancel;

    a. the Credit Agreement with Club Leisure Development at any time by providing Club Leisure Development with 21 days written notice. Such cancellation will be subject to all of the following; all amounts owing to Club Leisure Development as at the date of the notice must be paid in full; at least 30% of the Purchase Price of New Points (item A on page 1) must be paid; the cancellation of your membership with Flexi Holiday Club (in terms of clause 21b below).

    b. your Membership with Flexi Holiday Club at any time by providing Flexi Holiday Club with 21 days written notice. Such cancellation will be subject to all of the following; your annual fees and any other amount owing to Flexi Holiday Club as at the date of the notice must be paid in full, and the cancellation of any Credit Agreement(s) you may still have with Club Leisure Development (in terms of clause 21a above).

    If your written notice of cancellation of your membership is received between 1 January and 30 June, then no cancellation fee will be charged, and cancellation will be made effective at the end of the current year, up until which point you will retain all your membership rights and benefits.

    If your written notice of cancellation of your membership is received between 1 July and 31 December, the cancellation will also be subject to the payment of a cancellation fee equal to that the current year’s annual fees and cancellation will be made effective at the end of the next year, up until which point you will retain all your membership rights and benefits.

    RECEIPT OF DOCUMENTATION

    22. You confirm that you have received the following ticked documents and that the unticked documents will be sent to your chosen address on page 3.

    ☒ Constitution and Club Rules (pages 15 to 21)

    ☐ Flexi Holiday Club Destination Directory

    ☐ Flexi Holiday Club Points Chart

    ☒ Statutory Disclosure of Information (Pages 22 to 29)

    ☐ “The World of Flexi” Information Booklet

    ☐ “Find Your Way” Information Booklet

    AGREEMENT ALTERATIONS

    23. The information contained within this agreement constitutes the entire agreement. Any verbal representations made at the time of signing that are not contained in this agreement are not valid or binding on either party. Any written changes made to this agreement at the time of signing must first be approved by Club Leisure Development and/or the Flexi Holiday Club Board of Trustees before those changes become effective.

    ACCEPTANCE OF THE AGREEMENTS

    24. All parties have consented to the official chosen language for these agreements being the language in which they have been drafted.

    25. You confirm that you understand the risks, costs, and obligations of the Purchase and Credit Agreement with Club Leisure Development (set out on pages 7 to 9), that you understand your right of use and obligation as a member of Flexi Holiday Club (set out on pages 10 and 11), and that you have entered into these agreements under your own free will and are able to meet the financial commitments.

    INITIALS

  • Membership Number: Contract Number: 000000 (Head Office Use Only)

    Page 7 of 29

    PURCHASE AND CREDIT AGREEMENT BETWEEN THE APPLICANT(S) AND CLUB LEISURE DEVELOPMENT (PTY) LTD

    PURCHASE AGREEMENT

    1. Club Leisure Development agrees to allocate you, the applicant(s), the New Points Purchased (item M on page 1) and the Free Usage Points (item R on page 1). The purchase of these Points gives you right of use to Flexi Holiday Club’s holiday property for the Membership Term (as listed on page 1) and entitles you to the Membership Benefits (as listed on page 1) and detailed in “The World of Flexi” booklet.

    2. A Holiday Needs Analysis was performed by Club Leisure Development to determine the average number of Points you require in order to meet your ideal holiday requirements. Should the Total Membership Points (item S on page 1) be lower than the average number of Points you require, then you accept and understand that you may only be able to take your ideal holiday once every two or three years.

    3. This purchase is subject to the terms and conditions set out below and your Application for Membership to Flexi Holiday Club on pages 10 and 11 being approved by the Flexi Holiday Club board of trustees.

    4. Should this be a cash purchase, then the Purchase Price of New Points (item A on page 1) is payable by you within 90 days of signature. Should you require finance for this purchase, then this purchase is subject to the Credit Agreement set out below.

    5. The Points will be reallocated to you each year on 1 January with an inflationary increase, and if:

    a. the Points have been bought in Perpetuity (as selected on page 1) then they are yours for life, your rights and obligations as a member do not expire, and you may choose to leave these Points to your family or friends in your will.

    b. the Points have been bought for a Membership Term of between 7 to 20 years (as selected on page 1) then your rights and obligations as a member will expire at the end of this term.

    6. Flexi Holiday Club is an association of members not for gain. It is not a business formed with the intention of making a profit for either itself or its members. The Points you have bought may only be used by you and your immediate family to enjoy holidays. Points are not intended to be resold at a profit, used for generating rental income, nor for any other business activities, and you confirm that the Points have not been bought by you with the intention of making a profit or generating income.

    7. The cost of the Flexi Holiday Club membership is a separate agreement with Flexi Holiday Club and does not form part of the Purchase Agreement nor the Credit Agreement (if applicable) with Club Leisure Development.

    8. You may not transfer any of your rights and obligations in terms of this agreement to any other third party without written consent from Club Leisure Development.

    9. Only once you have paid the full Purchase Price of New Points (item A on page 1), will you receive a tax invoice for your purchase.

    CREDIT AGREEMENT

    10. Club Leisure Development agrees to finance you, the applicant(s), for the Total Loan / Principal Debt (item E on page 1). The cost of this finance is detailed in the Quotation on page 1.

    11. This Credit Agreement is subject to the terms and conditions set out below and an affordability assessment being performed and approved by Club Leisure Development. Should it be approved, then you accept the terms of finance and understand that you are bound to this Credit Agreement for its duration.

    12. The difference between the Purchase Price of New Points (item A on page 1) and the Total Cost of Agreement (item J on page 1) has been explained to you by Club Leisure Development, and you confirm that you understand the difference. You agree to pay the Deposit (item B on page 1), and the Monthly Loan Instalment (Item I on page 1) as per the Method of Payment set out on page 1.

    13. The Current Points Owned (item B on page 1), and the Balance of Previous Loan (item D on page 1) are approximate amounts given at the time of quotation and are subject to confirmation by Club Leisure Development. Should there be a decrease in your Monthly Loan Instalment (item I on page 1), then you authorise Club Leisure Development to decrease this amount accordingly. Should there be an increase in your Monthly Loan Instalment (item I on page 1), then a new quotation will be sent to you for approval.

    14. The Points you have bought will remain the property of Club Leisure Development until such time as you have paid the Total Loan / Principal Debt (Item E on page 1) including interest in full.

    15. Club Leisure Development will send you monthly statements by e-mail. Should you require your monthly statements via post, then please send a written request to Club Leisure Development.

    16. Club Leisure Development cannot enter into this Credit Agreement without first: checking your financial means, prospects and obligations; checking your debt repayment history on other Credit Agreements; making sure that you are not over-indebted (You are over-indebted if you are not able to afford all the payments you need to make under all your Credit Agreements); making sure that you understand the risks, costs, and obligations of this Credit Agreement as well as your rights and obligations in this Credit Agreement.

    17. Club Leisure Development needs your information to do an affordability assessment to decide whether or not to enter into this Credit Agreement with you. You are required by law to fully and truthfully give them this information, and you confirm that the information provided on pages 3 and 4 is true and correct and that you will provide amendments to such information as and when they occur.

    18. For the purpose of performing an affordability assessment, you explicitly agree to Club Leisure Development sharing your information with a credit bureau and/or any other third parties, and to provide Club Leisure Development with your last 3 month’s bank statements or last 3 months’ payslips within 21 days of signing this agreement.

    INITIALS

  • Membership Number: Contract Number: 000000 (Head Office Use Only)

    Page 8 of 29

    19. Club Leisure Development may not extend credit recklessly. A Credit Agreement is reckless if they did not do an assessment, or they did do an assessment and still entered into a Credit Agreement with you even though it appeared that you could not afford it and/ or did not understand the risks, costs, and obligations, or entering into this Credit Agreement with you would make you over-indebted. The National Credit Regulator approves the procedures and mechanisms Club Leisure Developments uses. The National Credit Regulator may also publish guidelines for additional procedures and mechanisms. However, Club Leisure Development is not obligated to use these guidelines.

    20. Club Leisure Development is allowed to charge interest on any amount that you owe them, and may only debit and claim payment of this interest, after the day that the outstanding amount becomes payable.

    21. This Credit Agreement has a fixed interest rate (item F on page 1). You will be charged this interest on the Total Loan / Principle Debt (Item E on page 1) and/or any other outstanding amounts for the duration of this Credit Agreement. The interest rate charged for any other outstanding amounts may not be higher than the interest rate charged on the Total Loan / Principle Debt (Item E on page 1).

    22. The interest rate Club Leisure Development charges you on the Total Loan / Principle Debt (Item E on page 1) may not be higher than the maximum interest rates prescribed by the Minister. The Minister may make changes as to how interest is calculated and disclosed. The Minister may prescribe a method for calculating a maximum interest rate that will apply to each category of consumers. The Minister will consider the conditions of the credit market including the cost of credit and the way the market works best, as well as the effect on low-income consumers.

    AGREEMENT ALTERATIONS AND CANCELLATION

    23. The information contained within this agreement constitutes the entire agreement. Any verbal representations made at the time of signing that are not contained in this agreement are not valid or binding on either party. Any written changes made to this agreement at the time of signing must first be approved by Club Leisure Development before those changes become effective.

    24. This Credit Agreement is treated as a large Credit Agreement in terms of the provisions set out in the National Credit Act (Act No. 34 of 2005), and the cancellation of this Credit Agreement is subject to the provisions set out in this act. The provisions for the cancellation of a Fixed Term agreement as defined in the Consumer Protection Act (Act No. 68 of 2008) do not apply to Credit Agreements of any nature.

    25. You may cancel this Credit Agreement within 14 days of signing it by notifying Club Leisure Development in writing. When they receive your notice, they will refund you any money that you have paid to them within 7 days of receiving the notice.

    26. You may also cancel this Credit Agreement with Club Leisure Development at any time by providing Club Leisure Development with 21 days written notice. Such cancellation will be subject to all of the following; all amounts owing to Club Leisure Development as at the date of the notice must be paid in full; at least 30% of the Purchase Price of New Points (item A on page 1) must be paid; the cancellation of your membership with Flexi Holiday Club.

    27. Club Leisure Development may cancel this Credit Agreement if you do not meet any of the terms of this Credit Agreement. Should this Credit Agreement be cancelled by Club Leisure Development, you may have it reinstated at any time by paying them all overdue amounts, plus any other allowed default charges and interest, as well as any costs for enforcing this Credit Agreement.

    28. Club Leisure Development may also take the following steps to enforce or cancel this Credit Agreement: write to tell you that you have missed a payment or payments; try to resolve any disputes between you and them; try to assist you in bringing your payments up to date; or suggest you go to a Debt Counsellor, a dispute resolution agent, Consumer Court or Ombudsman.

    29. Notwithstanding clauses 25 to 27 above, this Credit Agreement will automatically be concluded once all amounts owing to Club Leisure Development have been paid in full. The full amount includes the balance of the Total Loan / Principle Debt (item E on page 1), as well as any interest and other costs due at the time.

    30. Your membership rights are linked to the ownership of Flexi Holiday Club Points. Should your Credit Agreement be cancelled for any reason whatsoever, this will also cancel the sale of Points. All amounts paid up to the date of cancellation will be forfeited.

    31. The provisions set out in the Club’s Constitution and Rules will supersede any conflicting provisions set out in this Purchase and Credit Agreement.

    BREACH OF AGREEMENT

    32. Should you not pay any amount due to Club Leisure Development, or do not meet any of the terms of this agreement, you will be in breach. If you are in breach, you will be sent a written notice of your breach.

    33. If you stay in breach for 14 days after receiving notice, Club Leisure Development reserves their rights to pursue legal action for the enforcement of any of the terms of this agreement.

    NOTICES AND COMMUNICATION

    34. All parties will accept all notices and legal processes at the physical addresses given in this application. This is what is known in law as domicilia citandi et executandi. We refer to it in this section as a chosen address.

    35. All parties may change their chosen address by giving written notice to the other party. The new address will only take effect once the other party has received the notice. The new address must be a physical address and not a box number.

    36. All notices and legal processes for either party must be given at their chosen address. These communications must be sent by registered mail. A party can treat a communication as received by the other party 7 days after it has been sent by registered mail. Should a party receive a written communication, it is a valid notice, even if it is not delivered to the chosen address.

    37. The chosen address of Club Leisure Development is 1 Crompton Street, Pinetown, 3610; or [email protected]

    The chosen address of the Applicant(s) is as per the information provided on page 3.

    INITIALS

  • Membership Number: Contract Number: 000000 (Head Office Use Only)

    Page 9 of 29

    PRIVACY POLICY

    38. In terms of the Protection of Personal Information Act No. 4 of 2013, Club Leisure Development commits to keeping your personal information confidential, safe and secure, and will not make your personal information available to anyone other than its holding company, its fellow subsidiary companies and affiliates of Club Leisure Development.

    WAIVER

    39. Either party has a right to enforce their rights immediately, or at a later stage, if the other party breaches the agreement.

    40. All consent to change the terms of this agreement must be in writing and signed by both parties to be valid. The consent to change will be valid for that specific instance only, and for the purpose it was given.

    41. Either party can bring legal proceedings against the other party in the Magistrate’s Court that has the authority to hear the case. This applies even if the value of the claim is higher than the maximum amount that the Magistrate’s Court is normally allowed to decide on.

    I confirm that I understand the risks, costs, and obligations of this Purchase and Credit Agreement.

    Signed at on the day of 20

    Applicant 1 Applicant 2 (if applicable)

    Signed at 1 Crompton Street, Pinetown on the day of 20

    Club Leisure Development (Pty) Ltd

    INITIALS

  • Membership Number: Contract Number: 000000 (Head Office Use Only)

    Page 10 of 29

    APPLICATION FOR MEMBERSHIP BETWEEN APPLICANT(S) AND FLEXI HOLIDAY CLUB

    1. You, the applicant(s) apply to the Flexi Holiday Club Board of Trustees to become a member of the club. This application is for the Membership Term (as listed on page 1) and the Membership Benefits (as listed on page 1) and detailed in “The World of Flexi” booklet.

    2. This application is subject to the terms and conditions set out below, and the purchase of Points from Club Leisure Development on pages 7 to 9.

    3. Should your application be approved then:

    a. you agree to pay the Total Annual Fees (item V on page 1) and the Contract & Admin Fee (item X on page 1) as per the payment methods detailed on page 2;

    b. your right of use to the holiday property and obligations as a member are subject to the Constitution and Club Rules set out on pages 15 to 21; and

    c. your membership will be made effective: ☐ This Year ☐ Next Year

    4. You may not transfer any of your rights and obligations in terms of this agreement to any other third party without written consent from the Flexi Holiday Club Board of Trustees.

    5. Flexi Holiday Club will send you monthly statements by e-mail. Should you require your monthly statements via post, then please send a written request to Flexi Holiday Club.

    ANNUAL FEES

    6. The club’s annual fees are determined by the club’s Board of Trustees and approved by the members at the club’s annual general meeting. Any surplus in the annual fees will be transferred to the club’s reserves.

    7. You must pay your first year’s Total Annual Fees when you become a member, after that, you must pay your Total Annual Fees on or before 1 January of each year, whether you have used your Points to make a booking or not. Should you be unable to pay the full amount on or before 1 January, then monthly payment terms are available.

    8. Your Total Annual Fees shall increase each year in line with inflation. Flexi Holiday Club will send you an annual notice for any changes to your Total Annual Fees.

    9. The Total Annual Fees (Item V on page 1) are made up as follows:

    a. Club Subscription which is a fixed amount used to pay the running costs of the Club.

    b. Refurbishment Reserve which is calculated as 0.85% of the purchase price of the Points and is used to pay any special levies and any other related charges for the holiday property.

    c. Annual Levy which is calculated as 8.50% of the purchase price of the Points and is used to pay the Club’s resort levies and any other related charges for the holiday property.

    d. Both the Refurbishment Reserve and Annual Levy have minimum and maximum amounts payable which may be revised annually. For more information on the current year’s minimum and maximum amounts, please consult the “Find Your Way” booklet.

    AGREEMENT ALTERATIONS AND CANCELLATION

    10. The information contained within this agreement constitutes the entire agreement. Any verbal representations made at the time of signing that are not contained in this agreement are not valid or binding on either party. Any written changes made to this agreement at the time of signing must first be approved by Flexi Holiday Club Board of Trustees before those changes become effective.

    11. You may cancel this application within 14 days of signing it by notifying Flexi Holiday Club in writing. When they receive your notice, they will refund you any money that you have paid to them within 7 days of receiving the notice.

    12. You may also cancel your membership in terms of clause 38 of the Club Rules set out on pages 19 to 21.

    13. The Flexi Holiday Club Board of Trustees may cancel your membership if you do not meet any of the terms of membership. Should your membership be cancelled by the Flexi Holiday Club Board of Trustees, you may have it reinstated by paying all overdue amounts, plus any other allowed default charges and interest, as well as any costs for enforcing this agreement, provided that such payment is received before the end of the current year.

    14. Your membership rights are linked to the ownership of Flexi Holiday Club Points. Should your membership be cancelled for any reason whatsoever, this will also cancel the sale of Points. All amounts paid up to the date of cancellation will be forfeited.

    15. The provisions set out in the Club’s Constitution and Rules will supersede any conflicting provisions set out in this Application for Membership.

    BREACH OF AGREEMENT

    16. Should you not pay any amount due to Flexi Holiday Club, or do not meet any of the terms of this agreement, you will be in breach. If you are in breach, you will be sent a written notice of your breach.

    17. If you stay in breach for 14 days after receiving notice, Flexi Holiday Club reserves their rights to pursue legal action for the enforcement of any of the terms of this agreement.

    NOTICES AND COMMUNICATION

    18. All parties will accept all notices and legal processes at the physical addresses given in this application. This is what is known in law as domicilia citandi et executandi. We refer to it in this section as a chosen address.

    19. All parties may change their chosen address by giving written notice to the other party. The new address will only take effect once the other party has received the notice. The new address must be a physical address and not a box number.

    INITIALS

  • Membership Number: Contract Number: 000000 (Head Office Use Only)

    Page 11 of 29

    20. All notices and legal processes for either party must be given at their chosen address. These communications must be sent by registered mail. A party can treat a communication as received by the other party 7 days after it has been sent by registered mail. Should a party receive a written communication, it is a valid notice, even if it is not delivered to the chosen address.

    21. The chosen address of Flexi Holiday Club is 1 Crompton Street, Pinetown, 3610; or [email protected]

    The chosen address of the Applicant(s) is as per the information provided on page 3.

    PRIVACY POLICY

    22. In terms of the Protection of Personal Information Act No. 4 of 2013, Flexi Holiday Club commits to keeping your personal information confidential, safe and secure, and will not make your personal information available to anyone other than its managing agent and developer.

    WAIVER

    23. Either party has a right to enforce their rights immediately, or at a later stage, if the other party breaches the agreement.

    24. All consent to change the terms of this agreement must be in writing and signed by both parties to be valid. The consent to change will be valid for that specific instance only, and for the purpose it was given.

    25. Either party can bring legal proceedings against the other party in the Magistrate’s Court that has the authority to hear the case. This applies even if the value of the claim is higher than the maximum amount that the Magistrate’s Court is normally allowed to decide on.

    I confirm that I understand my rights of use and obligations of this application for membership.

    Signed at on the day of 20

    Applicant 1 Applicant 2 (if applicable)

    Signed at 1 Crompton Street, Pinetown on the day of 20

    Flexi Holiday Club

    INITIALS

  • Membership Number: Contract Number: 000000 (Head Office Use Only)

    Page 12 of 29

    CONVERSION OF FLEXI HOLIDAY CLUB MEMBERSHIP THIS SECTION IS ONLY APPLICABLE TO EXISTING FLEXI HOLIDAY CLUB MEMBERS WANTING TO CHANGE THEIR EXISTING MEMBERSHIP TYPE

    EXISTING MEMBERSHIP NEW MEMBERSHIP

    Existing Membership Number:

    Membership Term: ☐ Access ☐ 7 Years ☐ 9 Years Membership Term: ☐ 7 Years ☐ 9 Years ☐ 12 Years

    ☐ 12 Years ☐ 15 Years ☐ 20 Years ☐ 15 Years ☐ 20 Years

    ☐ Perpetuity

    Points Owned Points Points for Conversion Points

    Free Usage Points Points Free Usage Points for Conversion Points

    Total Membership Points Points Total Membership Points Points

    1. You, the applicant(s), apply to the Flexi Holiday Club Board of Trustees to convert your Existing Membership (detailed above) to the New Membership (detailed above).

    2. This conversion is subject to the terms and conditions set out below, the purchase of additional Points from Club Leisure Development on pages 7 to 9, and a new Application for Membership to Flexi Holiday Club on pages 10 and 11 being approved by the Flexi Holiday Club board of trustees.

    3. Your current annual fees are subject to change and will now be calculated on the Total Points Owned (Item Q on page 1).

    4. Should the purchase of additional point from Club Leisure Development be a cash purchase, then the Purchase Price of New Points (item A on page 1) is payable by you within 90 days of signature. Should you require finance for this purchase, then this purchase is subject to the Credit Agreement on pages 7 to 9.

    5. Should you currently have an existing credit agreement in place with Club Leisure Development for a previous purchase of Points, the Balance of Your Previous Loan (Item D on page 1) will be included in the Total Loan / Principal Debt (item E on page 1). Your existing credit agreement with Club Leisure Development will be cancelled, and Club Leisure Development will enter into a new credit agreement with you.

    Signed at on the day of 20

    Applicant 1 Applicant 2 (if applicable)

    Signed at 1 Crompton Street, Pinetown on the day of 20

    Flexi Holiday Club Club Leisure Development (Pty) Ltd

  • Membership Number: Contract Number: 000000 (Head Office Use Only)

    Page 13 of 29

    TRADE-IN OF A PROPERTY TIMESHARING INTEREST AGREEMENT BETWEEN THE APPLICANT(S), CLUB PROPERTY HOLDINGS (PTY) LTD AND FLEXI HOLIDAY CLUB

    THIS SECTION IS ONLY APPLICABLE TO INDIVIDUALS TRADING IN A PROPERTY TIMESHARING INTEREST FOR POINTS IN FLEXI HOLIDAY CLUB

    WEEK OWNED 1 WEEK OWNED 2 WEEK OWNED 3 WEEK OWNED 4

    Resort Name:

    Week Number:

    Unit Number:

    Unit Size: Bed Sleeper Bed Sleeper Bed Sleeper Bed Sleeper

    Amount Owed: R R R R

    Space Banked: ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No

    Rental Pool: ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No

    Levy Paid: ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No

    Pre-Allocated: ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No

    Points Allocated: A Points B Points C Points D Points

    Total Membership Points (A + B + C + D) Points Membership Term: ☐ 7 Years ☐ 9 Years

    - Ownership Points Split Points ☐ 12 Years ☐ 15 Years

    - Free Usage Points Split Points ☐ 20 Years

    1. You, the applicant(s), hereby agree to transfer the above week(s) into the name of Club Property Holdings (Pty) Ltd in exchange for the allocation of the Total Membership Points above in Flexi Holiday Club.

    2. This trade-in is subject to the terms and conditions set out below, the purchase of Points from Club Leisure Development on pages 7 to 9, the Application for Membership to Flexi Holiday Club on pages 10 and 11 being approved by the Flexi Holiday Club Board of Trustees, and all cost for the above week(s) having been paid for in full by you up to the date of signature below.

    3. You will no longer be required to pay the levies for the week(s) detailed above. These levies will now be paid by Club Property Holdings (Pty) Ltd, and you will instead be required to pay the Total Annual Fees (item V on page 1) to Flexi Holiday Club.

    4. Should the usage rights of the above week(s) be for a limited term, then the Points allocated to you will be for the same term and will expire on the same date that the usage rights of the above week(s) expire.

    5. Should the above week(s) be traded-in 10 weeks or more prior to the occupation date, and the week(s) is available for use by Flexi Holiday Club, then you will receive a credit to your Points Account equal to the value of that week(s), and a credit to your Levy Account equal to any levies which you may have already paid for that week(s).

    6. Should the above week(s) be traded in 10 weeks or less prior to the occupation date, then the week(s) will not be used by Flexi Holiday Club. You will still be required to pay the levies on that week(s), and you may use that week(s) in the usual manner.

    7. The above week(s) where you have selected pre-allocated as “Yes” will be automatically to you at the beginning of each year and Flexi Holiday Club will deduct the Points from your Points Account and the Accommodation Levy from you Levy Account.Should you not wish to use this week(s), then you must send Flexi Holiday Club written notice at least 6 months prior to the date of occupation. When they receive this written notice, they will credit your Points Account and Levy Account accordingly, which may then be used to book alternative Holiday Property.

    8. You agree to pay any conveyancing fees, transfer duty, or any other transfer fees and costs which may be required to effect the transfer of the above week(s) into the name of Club Property Holdings (Pty) Ltd. You agree to provide Flexi Holiday Club with a Usage Agreement authorising Flexi Holiday Club to use the week(s) between the date of signature below and the date of transfer. You agree to provide Managing Agent of Flexi Holiday Club with a special power of attorney to enable them to attend to the transfer of the above week(s). You agree to the Managing Agent of Flexi Holiday Club making the necessary corrections to above details in the event that you have given the incorrect details.

    9. The Points for Timeshare Trade-In (Item P on page 1) is an approximate amount given at the time of quotation and are subject to confirmation by Club Leisure Development (Pty) Ltd. Should there be a decrease in your Total Annual Fees (item V on page 1), then you authorise Flexi Holiday Club to decrease this amount accordingly. Should there be an increase in your Total Annual Fees (item V on page 1), then a new quotation will be sent to you for approval.

    Signed at on the day of 20

    Applicant 1 Applicant 2 (if applicable)

    Signed at 1 Crompton Street, Pinetown on the day of 20

    Flexi Holiday Club Club Property Holdings (Pty) Ltd

  • Membership Number: Contract Number: 000000 (Head Office Use Only)

    Page 14 of 29

    USAGE AGREEMENT AND SPECIAL POWER OF ATTORNEY THIS SECTION IS ONLY APPLICABLE TO INDIVIDUALS TRADING IN A PROPERTY TIMESHARING INTEREST FOR POINTS IN FLEXI HOLIDAY CLUB

    To whom it may concern,

    This letter hereby serves to confirm that I have acquired Points in Flexi Holiday Club in exchange for the transfer of my rights, title and interest in the property timesharing interest detailed below.

    WEEK OWNED 1 WEEK OWNED 2 WEEK OWNED 3 WEEK OWNED 4

    Resort Name:

    Week Number:

    Unit Number:

    Unit Size: Bed Sleeper Bed Sleeper Bed Sleeper Bed Sleeper

    RIGHT OF USE

    Club Leisure Holdings (Pty) Ltd will contact you in the near future regarding this transfer. In the interim, pending the transfer of the above week(s), I give Club Property Holdings (Pty) Ltd the exclusive use to this property timesharing interest. Please also liaise with them regarding the payment of any levies accruing from the below date of signature.

    CHANGE OF ADDRESS

    Please note that, with immediate effect, all future correspondence relating to the week(s) detailed above must be addressed to:

    Club Property Holiday (Pty) Ltd P.O.Box 1583 Pinetown 3600

    SPECIAL POWER OF ATTORNEY

    I also hereby nominate, constitute and appoint Anthony Nicholas Ridl, or a person duly authorised in writing by the Directors of Club Property Holdings (Pty) Ltd, with the power to substitution, to be my lawful nominee, proxy, attorney and agent in my place and stead to:

    1. Sign all documentation necessary to give effect to the transfer of the property timesharing interest entitling me to the use and occupation of the week(s) detailed above. Such documentation may include, but is not limited to, the following:

    a. A CM42 securities transfer form;

    b. A cession of use and occupation agreement;

    c. A cession of loan account;

    d. Application for SARS purposes;

    e. Resort sales agreement;

    f. Indemnity for lost share certificates;

    2. Attend all meetings including any adjournment thereof, of shareholders and/or directors of the Resort(s) and to be my duly authorised proxy at such meetings and to attend, speak on my behalf, and to vote on my behalf.

    3. I confirm that my nominee is therefore authorised to sign any documents and do anything required to achieve the transfer referred to above and I support any changes to the documents that may be required for this purpose.

    Signed at on the day of 20

    Name of Owner 1 Name of Owner 2 (If applicable)

    Signature of Owner 1 Signature of Owner 2 (If applicable)

  • Page 15 of 29

    FLEXI HOLIDAY CLUB CONSTITUTION Key terms used in the Constitution

    Words defined in the Constitution, and the Club Rules, have the meaning given in that definition unless it is clear that they mean something else. Any reference to the singular includes the plural and plural includes the singular. Any reference to a gender includes the other gender.

    Applicant means a person, trust, company or organisation that applies to be accepted by the Club as a Member.

    Club means the Flexi Holiday Club.

    Club Subscriptions means the amount which must be paid to cover the running costs of the Club.

    Holiday Contributions means the amount which must be paid to cover the resort levies and any other charges.

    Holiday Property means any interest the Club has in any property time-sharing scheme or Holiday Property or accommodation. The term is used regardless of whether the interest is temporary or permanent, owned or rented, registered in its name or not, share block or sectional title, or in another form.

    Member means an ordinary Member of the Club.

    Points means the Points that a Member buys which entitle the Member to use the Holiday Property

    Property Portfolio means the Club’s Holiday Property collectively, which might change from time to time.

    Trade-in means Holiday Property offered by any Applicant or Member of the Club as full or part payment of an obligation arising from Membership of the Club, or the purchase of Points.

    Trustees means the Trustees of the Club.

    1. The name of the Club. The name of the Club is Flexi Holiday Club. In this document, the Club is referred to as the Club.

    2. The Club is an association not for profit. The Club is an association not for gain. This means that the purpose of the Club is not to make a profit for itself or its Members. The Club can own property itself. The Club can be a party to legal proceedings, which means it can sue and be sued in its own name. The Club has perpetual succession, which means it can continue to exist even if its Members or Trustees change over time. The Club is what is known in law as a common law body corporate.

    3. The Club’s objective is to obtain Holiday Property for the use of its Members. The Club’s objective is to obtain the use of Holiday Property for its Members to use and enjoy.

    4. The Club can act as a person in its own right. The Club has certain rights which are exercised by the Trustees for the Club. These rights are known as powers. The Club can do any legal act that an individual person with full legal capacity can do. A person with full legal capacity can do any legal act without any help from another person or entity. The legal acts that the Club can perform include that it can be a party to any agreement or transaction. The powers of the Club are limited only by the exclusions mentioned in this Constitution and the Club Rules. The Trustees’ powers that are specifically mentioned in the Constitution and Club Rules are only a few examples of the powers of the Club. If a certain power of the Club is not mentioned in this document, it does not mean that the Club does not have that power.

    5. Money comes from Club Subscriptions and Holiday Contributions. The Club gets money from Club Subscriptions and Holiday Contributions. Members may not get a refund of their Club Subscription, Holiday Contributions, or any other payment unless the Trustees agree to it. The rights of Members are limited to their rights as set out in this Constitution.

    6. Money used to pay costs. The Club may use the money to pay its own costs. Costs include reasonable payment to Trustees, employees, and agents of the Club. The Club can choose to invest the money. It cannot use the money or Club assets to pay a profit or dividend to any person. The Club must carry any extra money in the Club account over to the following year.

    7. Members’ rights and duties. The Club has founder Members and Ordinary Members. The founder Members or their representatives have signed this Constitution. These are the Members’ rights and duties:

    a. Founder Members may transfer their rights. Their heirs inherit these rights. Founder Members can also become ordinary Members in an ordinary way.

    b. An Applicant can be an individual, company, trust or other entity and will only become a Member if the Club accepts the application. The Applicant’s membership must also be registered in the register of Members.

    c. The Club keeps a register of Members. Any extract from the register that is certified by a Trustee or representative of the managing agent is prima facie proof that the extract is correct. Prima facie proof means that the document is accepted as correct unless other evidence proves that it is incorrect.

    d. Should a company, trust or other organisation become a Member, it must appoint an individual as its representative. The representative will have the right to exercise the rights of the company, trust or organisation, as a Member of the Club. If a representative is not appointed, the person who signs the application for the company, trust or organisation is considered to be the appointed representative. The Trustees must accept the representative’s appointment.

    e. A Member’s membership can be transferred to the estate of the Member. Before this can happen all outstanding subscriptions and other amounts due - including a transfer fee of 5% of the value of the Points - must be paid. The Trustees have the discretion to decide themselves whether to accept the transfer or not.

    8. Trustees’ legal responsibilities. The affairs of the Club are controlled by the Trustees. There must always be at least three Trustees. The board of Trustees must include all of the following:

    • at least one attorney or accountant. The accountant must be registered with a professional body as an accountant or as a chartered secretary.

    • at least one businessman with experience in the property industry.

    • at least one founder Member, or representative of a founder Member, or a person nominated by the founder Member.

    The legal responsibilities of the Trustees are:

    a. The Trustees do not need to give security to the Master of the High Court or to any other person to perform their duties.

    b. Any act the Trustees perform in the name of the Club is valid and binding on the Club.

    c. The Club indemnifies the Trustees against any claim arising from any loss if the Trustees exercise their powers in good faith.

    d. The Trustees must all retire from their position at every annual general meeting, but may all be re-elected.

  • Page 16 of 29

    e. If there is a vacancy in the office of the Trustees, the remaining Trustees must choose a person to fill the vacant Trustee position.

    f. Should ever there are no Trustees, the managing agent or auditors must hold a special general meeting to elect new Trustees. If they do not call this meeting, but they are asked to do so by a Member in writing within 10 (ten) days, then any Member can call for the meeting to be held. The Club will repay any reasonable costs the Member incurs in calling for the meeting.

    g. Any Trustee can nominate another person to act as Trustee in the Trustee’s absence. The nominated person must be reasonably acceptable to the other Trustees.

    h. A Trustee no longer holds office if he dies, resigns, is sequestrated (declared to be insolvent), or is declared unfit to be a director of a company. A Trustee can also be removed from office if he is dismissed by a special resolution.

    i. Trustees shall be paid reasonably for their services. The amount paid is approved each year at the annual general meeting under the financial report and budget vote.

    j. The Trustees decide the procedure for meetings. The minimum number of Trustees that must attend a meeting for the meeting to be valid is called a quorum. The quorum for any meeting is two Trustees. The Chairman has the casting vote if there is a deadlock in any vote taken at a meeting.

    k. Any resolution signed by all the Trustees is valid and effective. This applies even if the resolution is signed by the Trustees at different times and at different places.

    l. Should it be necessary by law, the management association of the board of Trustees is considered to be the management association representing Members.

    9. The powers of Trustees. The powers of the Trustees include the following:

    a. to invest and use Club moneys in a way they consider to be in the best interests of the Club.

    b. to serve as directors of Flexi Club Property Holdings (Pty) Ltd, which will hold all the Holiday Property to which the Members have the right of use.

    c. to sell and encumber the assets of the Club, and to borrow money. (Encumber means to place a limitation on the use of the property).

    d. to delegate all or some of their powers, except the power to borrow money or to sell or encumber Holiday Property.

    e. to enter into any agreement or arrangement, with any person, company or trust or organisation, whether in the holiday industry or not.

    f. to decide and change the Club rules from time to time. These changes must be reasonable and reasonable notice must be given to the Members of the proposed changes.

    g. to create a Holiday Contribution fund and decide how much and how the Members must contribute to it.

    h. to bring or defend any legal proceedings.

    i. to increase the number of Trustees, and to appoint extra Trustees themselves until the next general meeting.

    j. to decide on how many extra holiday Points of different classes can be issued at any time, depending on the circumstances.

    k. to allow the shortened name of the Club to be used, or another trading name, for marketing, banking or other purposes.

    l. to release and use the moneys of the Club.

    10. Members or Trustees can contract with the Club. Any ordinary Member, founder Member or Trustee can enter into contracts with the Club. The Club may pay ordinary Members, founder Members and Trustees for any professional services they provide to the Club.

    11. Proper accounting records must be kept. Proper accounting records must be kept and audited on an annual basis.

    12. The Members can review the accounting records. The Members can review the accounting records, audited financial statements, and approved budgets of the Club. A valid reason must be given to either the Trustees or the managing agent before a Member can review the accounting records. If a valid reason is not given, the Trustees or the managing agent may refuse permission to review the accounting records. If permission is refused, the member may then approach the courts to obtain permission. In order to protect the confidentiality of the Club’s affairs, members may only review the accounting records at the offices of the managing agent. Members may not make copies of the accounting records unless the accounting records are required for legal purposes.

    13. Only use Holiday Property 90 (ninety) days after becoming a member. Members may only begin to use the Holiday Property 90 (ninety) days after their application for membership has been accepted by the Trustees.

    14. General meetings.

    14.1 Annual general meetings (AGM). The Trustees must call an annual general meeting no

    later than one month after the auditors of the Club have signed the Club’s financial statements. The annual general meeting is known as the AGM. At the AGM the Members will:

    a. Receive a report from the chairman of the Board of Trustees.

    b. Approve the minutes of the AGM held the previous year.

    c. Review the audited annual financial statements for the previous year.

    d. Appoint auditors for that year and approve the auditor’s pay.

    e. Receive a report from the managing agent.

    f. Decide on the provisional Holiday Contribution for the next year.

    g. Decide on the Club Subscription for the next year.

    h. Decide how much the Trustees are paid for their services.

    i. Decide how many Trustees will hold office for that year.

    j. Appoint the new Trustees for that year.

    k. Discuss any other necessary business.

    14.2 The Trustees choose where to hold the general meetings.

    General meetings will be held wherever the Trustees choose. If the Trustees do not choose a place, the AGM is held at the main offices of the Club’s managing agent.

    14.3 The Trustees can call for a special general meeting. The Trustees can call for a special general meeting

    anytime. Any Member that has paid all amounts due by them to the Club, and the full purchase price of their Points, can ask that a special general meeting is held. To do so, the Member must hand in a petition for the meeting signed by twenty Members who have also paid all amounts due by them to the Club, and the full purchase price of their Points. If a Member calls for a special general meeting, that Member must pay the Club in advance any reasonable costs for holding the meeting. The Trustees decide the amount the Member must pay. There will be a vote at the meeting to decide whether the Club will reimburse the Member for the costs.

  • Page 17 of 29

    14.4 Members and Trustees get 21 days’ notice of meetings. All Members and Trustees get at least 21 days’ written

    notice that there is going to be a general meeting. The Members and Trustees will also get notice of the content of any special resolutions that will be proposed at the meeting.

    14.5 The quorum of all meetings. The Members present in person or by a person chosen

    by the Member to be there in the Member’s place at the appointed place and time will constitute a quorum.

    14.6 The chairperson of the board of Trustees is the chairperson of all meetings.

    The chairperson of the board of Trustees will be the chairperson at all meetings. If the chairperson cannot attend the meeting, the Trustees at the meeting must appoint a Trustee to act as chairperson. If there are not any Trustees at the meeting, the managing agent or the people present at the meeting must appoint a chairperson.

    14.7 There must be a special resolution for important decisions.

    A special resolution is necessary:

    • To change the Constitution;

    • To dismiss a Trustee;

    • To sell a major portion of the Club‘s assets;

    • To close the Club.

    14.8 A special resolution must be supported by 75% of votes.

    A special resolution can only be passed if votes for the resolution include:

    • Members representing at least 75% of the Membership Points, and

    • 75% of the founder Members.

    14.9 Special resolution meeting postponed if there are not enough Members.

    There must be enough Members at a meeting to vote on a special resolution. If there are not enough Members at the meeting half an hour after the meeting is scheduled to begin, the meeting will be postponed. The postponed meeting must then be held no sooner than 7 days but no later than 21 days after the date that the meeting was originally scheduled for. At the postponed meeting a special resolution can be passed if votes supporting the resolution include:

    • The votes of Members representing at least 75% of the Members present in person or proxy, and

    • The votes of 75% of the Founder Members present in person or proxy.

    14.10 Members will receive notice of a postponed meeting. If the meeting is postponed, the Club must give all

    Members written notice within 3 days of the postponement, stating all of the following:

    • The date, time and place of the next meeting;

    • What the special resolution or resolutions are about;

    • The reason for the meeting being postponed.

    14.11 When Members are allowed to vote. Members may only vote if all of the following conditions

    are met:

    • Have paid at least 40% of the price of their Points;

    • Have paid all amounts owed to the Club;

    • Have complied with all their duties.

    14.12 Resolutions are passed by a vote. Resolutions are decided by a show of hands unless a

    poll is demanded. If a poll is demanded every Point represents one vote. For example, if a Member owns 10 000 Points, he has 10 000 votes.

    14.13 Only one Member can vote if there are joint Members. In the case of joint Members, the person whose name

    appears first in the register may vote.

    14.14 Members may choose someone to represent them at meetings.

    A Member may choose another person to be the Member’s representative at any meeting. This is known as a proxy. The proxy does not need to be a Member, but cannot be a person whose interests are in conflict with the Club’s interests or has ulterior motives or interests. The chairperson decides whether the proxy has ulterior motives or interests.

    14.15 The Member must give 48 hours’ notice if using a proxy.

    If a Member decides to use a proxy, the Member must tell the Trustees by filling in the form of proxy attached to the notice calling for the meeting. The Trustees will only accept the proxy if the form is delivered to the Trustees or managing agent at least 48 hours before the start of the meeting. If the Member does not give the proxy an express written instruction as to how the proxy must vote, the proxy can vote however he sees fit.

    15. The Trustees will appoint a managing agent. The Trustees will decide the terms of appointment of the

    managing agent and how much the managing agent will be paid each year. The managing agent must have the written approval of the Trustees to:

    • borrow money on the Club’s behalf;

    • sell or encumber Holiday Property;

    • authorise the release of funds held in trust.

    16. The termination of the Club and liquidation of assets. The Club can only be ended or closed by special

    resolution, or by a winding-up order given by a court that has the power and authority to do so. If the Club is closed, all the assets of the Club are sold by the liquidator of the Club. The money the liquidator receives from the sale of the assets is used to pay all the debts of the Club and costs of winding up. If there is any money left over, it is paid to an association of persons with a similar purpose as the Club.

    17. The Trustees decide on the different classes of Points. The Trustees can create different classes of Points. The

    Trustees may differentiate between paid-up Points and other Points. Points of one class can be converted to another class if all the Trustees agree.

    18. Proof of the Member’s duties. A certificate signed by any Trustee, or any officer of the

    managing agent, is enough proof of a Member’s obligation to the Club. It is also proof of any fact relating to the Club or a Member and can be prima facie proof of its content in any proceedings.

    19. South African law governs this document. South African law governs this Constitution, and it must

    be interpreted by the laws of South Africa.

    20. Address where the Member agrees to accept notices and legal processes.

    The Member chooses their address in the records of the Club as the address at which the Member will accept notices and legal processes. This is known in law as domicilium citandi et executandi. Any notice given in terms of this Constitution must be in writing and will:

    a. if delivered by hand, be treated as received by the addressee on the date of delivery.

    b. if posted by prepaid registered post, be treated as received by the addressee on the fourth day after the date it is posted.

    c. if sent by fax, be treated as received by the addressee one day after being sent.

    If the Member or the Club actually receives a written notice or communication that is not sent in one of the ways mentioned above, that notice or communication will be treated as validly received and adequate.

  • Page 18 of 29

    21. The Constitution sets out the relationship between the Member and the Club. This Constitution sets out the entire legal relationship between the Club and the Member.

    The Member acknowledges that he has not:

    • been misled into applying for Membership;

    • become a Member because of any promise or conduct that is not written in the Constitution.

    The Member agrees that there are no other agreements or understandings, including oral agreements, between the Member and the Club, other than those in this Constitution. The Member acknowledges that he can ask to inspect various documents and that the Club is willing to allow the inspection. The Member acknowledges that they have had, or decided against having, access to all relevant information and documents. Anything stated in the adverts or promotional material shown or given to the Member is only a statement of intent or sales talk. Adverts and promotional material do not impose any actual obligations on the Club. The promotional material must not be treated as a promise made by the Club to the Member.

    22. A dispute must be referred to arbitration. Any dispute between the Club and a Member must be referred to arbitration and decided by an arbitrator appointed by the Club’s attorney. The arbitrator will decide on the procedure for hearing the dispute. The arbitrator’s decision will be final and binding on the Member and on the Club. The arbitrator has the power to make an award about the costs of the hearing. Either the Club or the Member can apply for judgment, in terms of the award of the arbitrator, to:

    • The Magistrates Court for the district in which the Club has its main office;

    • Any other legal body that is authorised to hear the matter.

    The Magistrate will make a judgment in terms of the award of the arbitrator.

    23. Giving up of rights must be in writing. If anyone intends to give up their rights under this Constitution, the giving up will only be valid if it is in writing and signed by all the Trustees.

    24. Members must pay interest on their debts. Members are charged interest at the maximum rate allowed by law on all debts to the Club. The Trustees alone can decide to charge a lower interest rate.

    25. The Club will never lose its rights. The Club will not lose any of its rights under this Constitution if it does not immediately and in every instance insist on them. A Member may not raise it as a defence if the Club:

    • Has a right but does not enforce it at the relevant time;

    • Grants a Member a temporary indulgence.

    For example, if the Club allows a Member extra time to pay its monthly payments in one month, it does not mean that the Club will allow the Member extra time the next month or any other month. It also does not mean that the Club will allow any other Member extra time to pay.

    26. An Applicant can trade a property to the Club for Points. Applicants for membership or existing Members may offer to trade a property owned by the Applicant or Member for Points in the Club. This is known as a Trade-in. If the Trustees accept the Applicant’s or Member’s offer of Trade-in, the Applicant or Member will receive Points equal to the agreed value of the property.

    26.1 The Applicant or Member must give a power of attorney to the trustee or managing agent. To use the Trade-in option, the Applicant or Member must authorise a trustee, or representative of the managing agent, to transfer the property from the Applicant or Member to the Club. The Applicant or Member authorises the trustee or representative for the Trade-in by filling in the special Power of attorney section on the application form. With this Power of attorney, the trustee or nominee can sign all necessary documents on behalf of the Applicant or Member to transfer the Holiday Property from the Applicant to the Club.

    26.2 The Applicant or Member can only offer a trade-in on certain property. An Applicant or Member can only offer a Trade-in if they confirm that the Trade-in property is fully paid for and that they do not owe any other amounts on the property. The Applicant must also warrant that the Trade-in can be transferred to the Club or its representative and that it will become part of the Club’s Property Portfolio after transfer.

    26.3 The Applicant or Member must pay the transfer costs. An Applicant who wants to do a Trade-in must pay all the transfer costs. The Applicant must pay the Club’s valuation amount of the Trade-in if the transfer is, for whatever reason, not passed to the Club within 60 days of the Club accepting the offer.

    27. Each clause is separate. The parties acknowledge that each clause of this Constitution is separate. If any clause of this Constitution is or becomes illegal, invalid or unenforceable for any reason or in any jurisdiction, it will be treated as if it had not been written. This does not:

    • Make the rest of the agreement illegal, invalid or unenforceable;

    • Affect the legality, validity or enforceability of the clause in another jurisdiction.

    28. The Constitution binds the parties and their successors. This Constitution binds the Club and the Members, their successors in title, administrators, and heirs.

  • Page 19 of 29

    FLEXI HOLIDAY CLUB RULES This part of the document sets out the rules that apply to your Club membership. You must make sure that you read and understand the rules completely.

    Key terms used in the Rules

    Annual Fee is made up of a Club Subscription, Annual Levy, and a Refurbishment Reserve.

    Annual Levy means the amount which must be paid to cover your proportionate share of the Club’s Holiday Property levies and any other related charges.

    Club Subscription means the amount which is used to pay the running costs of the Club.

    Holiday Property means the accommodation units available to you to stay in on your holiday.

    Levy Account means the account to which a member’s Annual Levy is added, and the account from which, the Accommodation Levy, required to make a booking, is deducted.

    Member means an ordinary Member of the Club.

    Points mean the Points that a Member buys which entitle the Member to use the Holiday Property.

    Points Account means the account to which a member's annual allocation of Points is added, and the account from which, the Points required, to make a booking, are deducted.

    Refurbishment Reserve means the amount which must be paid to cover your proportionate share of any special levies and any other related charges which may be raised by any of the Club’s Holiday Properties.

    Accommodation Levy means the amount which must be paid to use the Holiday Property.

    Time Modules means the week, weeks, or portions of a week that you choose for your holiday.

    Trade-in means Holiday Property offered by any applicant or Member of the Club as full or part payment of an obligation arising from Membership of the Club, or the purchase of Points.

    Trustees mean the Trustees of the Flexi Holiday Club who together form the Board of Trustees.

    We, us, our means Flexi Holiday Club.

    You and your means an ordinary Member of the Flexi Holiday Club.

    1. Points are reallocated to you every year. The Points you have purchased will be allocated to you every year on 1 January and added to your Points Account.

    If you own Perpetuity Points, then your rights and obligation as a member will only expire on cancellation of your membership. If you own Term Points, your rights and obligations as a member will expire at the end of that term.

    2. How the Points system works. Every year the club prepares and updates a Points chart which lists the Holiday Properties available to you, the Time Modules at each of the Holiday Properties, and the Points required to book a specific Time Module.

    Whenever you make a booking, you must refer to the Points chart that applies to the year in which you wish to occupy the Holiday Property.

    When you make a booking, the required number of Points will be deducted from your Points Account, and the required Accommodation Levy will be deducted from your Levy Account.

    3. The Trustees decide on the Points allocation. The Trustees will decide on the basis on which the Points are allocated to each of the various Time Modules.

    4. Explore, Inspire, Elite, and Perpetuity members may accumulate their Points for a maximum of 3 years. Should Explore, Inspire, Elite and Perpetuity members not use all their Points in the year in which they were allocated, then the unused Points will be carried over to the next year and will be accumulated for a maximum of 3 years (year of allocation + 2 additional years). Any unused points from the first year of accumulation will expire after the third year. The managing agent will send you regular reminders to ensure that you use all your Points.

    5. Access members may accumulate their Points for a maximum of 2 years. Should Access members not use all their Points in the year in which they were allocated, then the unused Points will be carried over to the next year and will be accumulated for a maximum of 2 years (year of allocation + 1 additional year). Any unused points from the first year of accumulation will expire after the second year. The managing agent will send you regular reminders to ensure that you use all your Points.

    6. You can borrow 25% of next year’s Points allocation. Should you not have enough points to make a booking, you can use up to 25% of your next year’s Points.

    7. You have the exclusive right of use to the Time Module and Holiday Property facilities. Once you have booked a Time Module, you are entitled to the exclusive right of use, occupation, and enjoyment to that Time Module and the common property / facilities at that particular Holiday Property.

    8. We decide on the specific unit allocated to you. When booking a Time Module, we decide on the specific unit which will be allocated to you. When making a booking you may request a specific unit, and we will do our best to provide