Hello Mike. I had a look at a reply you gave a customer under…

MEMBER TO MEMBER RESALE AND TRANSFER AGREEMENT

In respect of membership portfolio of

QUALITY VACATION CLUB

(hereinafter referred to as “The Club”)

RESALE AND TRANSFER AGREEMENT ENTERED INTO BY AND BETWEEN

1 SELLER / TRANSFEROR DETAILS:

1.1 ESTATE LATE –

1.2 of

1.3 Membership no: 1.4 Club: QVC Rights 30

1.5 Tel: 1.6 N/A

1.7 Address :

1.8 Suburb:

1.9 Code:

1.10 Email: [email protected]

(Hereinafter referred to as “the Seller” )

AND

2. PURCHASERS DETAILS:

2.1 Joint purchase: Yes No X 2.2 Corporate Body: Yes No X

2.3 Existing member: YesNo X 2.4 Member No:

2.5 Title: MR 2.6 Initials:

2.7 First name(s):

2.8 Surname:

2.9 Spouse / Partners Name(s): N/A

2.10 Surname:

2.11 How Married: 2.11.1 ICOP: 2.11.2 OCOP:2.11.3 Other

2.12 Identity Number:

2.12.1 Identity Number Partner :

2.13 Street Address:

2.14 Suburb:

2.15 City / Town:

2.16 Province:

2.17 Postal Code:

2.18 Postal Address:

2.19 Suburb:

2.20 City / Town:

2.21 Country:

2.22 Postal Code:

2.23 Telephone Home:

2.24Business:

2.25 Cell Phone 1:

2.26 Cell Phone 2:

2.27 E-mail Address (1):

2.28 E-mail Address (2):

2.29 Company, Closed Corporation or Trust Name: N/A

2.30 Registration No:

(Hereinafter referred to as the

Please initial to confirm agreement

3. SALE DETAILS:

3.1 No. of “Club Rights” Purchased / Transferred: 30 (clause 1.4)

3.2 Total Purchase Price: N/A

.3 Deposit: N/A

3.4 Balance: N/A

3.5 Full balance payable by: N/A

3.6 Transfer fee: R800.00

3.7 VOASA fee: N/A

3.8 Current Annual Management Fee (on full Club portfolio): R4449.48 (2014)

3.9 Annual Management Fee commencing 2014 payable on; (mark applicable option)

3.9.1 On invoice __ and payable on or before the 31 December 2013 and each year thereafter; or

3.9.2 By instalment…. with first instalment commencing on 01/11/2013. Please note full payment of the then applicable fee is due by the 30 September of 2014 and each year thereafter.

3.10 The purchaser, if not already a member of the Club, hereby agrees to become a member and to immediately be registered as a member of the Club and to abide by the rules of the Club.

4 PURCHASERS BANKING DETAILS / PAYMENT AUTHORISATION:

4.1 I, the undersigned, hereby authorize the Club or its Managing Agent (VRS / or nominee) or their collection agents / or nominee on their behalf, to debit the credit card / bank account stated below with the amounts payable in terms of clause 4.2 below on the relevant due date until cancelled by me:

4.2 The Club for the registration fee in terms of Clause 3.6 and the annual Management Fees in terms of clause 3.9.1 or 3.9.2 above, and VRS for the Transfer, VOASA and Contract fees as per clause 3.6, 3.7 and 3.8 above.

4.3 Should my bank account contain insufficient funds on the relevant due dates, then the parties hereby authorized may resubmit the debit order to my said account(s) until payment for the relevant amount(s) is / are effected.

4.4 I agree that a nominal monthly service fee of R4,00 (incl. VAT) will be debited and added to the installment,

4.5 I understand that my financial institution will print the details of each transaction on my bank statement.

4.6 I further agree and authorise the parties referred to in clause 4.1. above to recover any amounts due in respect or arising from; unpaid cheque and or electronic payments tendered in respect of this agreement, from the bank account or credit card specified below, and to pursue the collection thereof until the full amount and related costs so due and owing are recovered in full.

4.7 Credit Card No: CVC No:

4.8 Credit Card Type:£Visa, £Master Card, £Amex, £Diners

4.9 Expiry Date: //20

OR

4.10 Bank Name: 4.11 Branch Name:

4.12 Branch code: 4.13 Account No:

4.14 Type of Account: £Current, £Savings, £Transmission

4.15 Commencement date of Annual Management fee: ___/__/___

SIGNATURE OF CREDIT CARD / ACCOUNT HOLDER / AUTHORISED SIGNATORY

NAME OF ACCOUNT HOLDER: ________________

5. RESOLUTION IN RESPECT OF A CORPORATE ENTITY:

5.1 EXTRACT OF MINUTES OF MEETING of held at on the

day of 20

Resolved that: in the capacity as a director of the company / member of the Close Corporation or Trustee of the Trust, is hereby authorised to act as duly authorised representative of the Company / Close Corporation or Trust in all matters concerned with the Company’s / Close Corporation’s or Trusts dealings with The Seller, and/or the Club as set out herein and to enter into written agreements between the Company / Close Corporation or Trust and The Seller and or the Club.

Signed at: on this day of 20

RESALE / TRANSFER AGREEMENT SIGNED AT:ON THIS DAY OF 20

WITNESS TRANSFEROR / SELLER EXECUTOR ON BEHALF OF ESTATE LATE

I acknowledge that I accept the terms and conditions of membership (please tick): £

RESALE / TRANSFER AGREEMENT SIGNED ATON THIS DAY OF 20

WITNESS

RESALE / TRANSFER AGREEMENT SIGNED ATON THIS DAY OF 20

WITNESS THE CLUB

This sale was facilitated by : (RESALE AGENCY) N/A

Name of Representative: N/A

RESALE / TRANSFER AGREEMENT TERMS:

WHEREAS:

A. The Seller is the owner of “Club Rights” and a member of a vacation ownership/property timesharing scheme, herein referred to as “The Club” as is more fully set out in the heading to this agreement.

B. The Seller wishes to sell and the Purchaser wishes to acquire additional Club Rights which will entitle the Purchaser to exercise the right to the use and occupation of such vacation ownership or accommodation interests in such selected resorts subject to the details contained herein and those contained in the following documents; the Trust Deed, Scheme Agreement, Articles of Association of the Club’s Management Association, Conditions of Sale, Reservations Rules, Catalogue of Definitions and this document, which documents are in the possession of the Purchaser being a current Club member or in the event that the Purchaser is not a current member such documents will be handed to the purchaser by the seller against acceptance hereof, in either case the provisions and terms of these documents shall therefore apply mutatis mutandis to the terms of this agreement and the members membership of the Club.

NOW THEREFORE IT IS AGREED THAT

1. SALE

1.1 The Seller hereby sells to the Purchaser who hereby purchases Club Rights as determined and agreed to in terms of Clause 3 of the resale agreement above, upon the terms and conditions herein contained, as well as those reflected in the documents referred to in terms of Clause “B” above, which Club Rights entitle the Purchaser to receive an annual allocation of Club usage rights in accordance with the membership rules of the Club

1. PURCHASE PRICE AND PAYMENT

2.1 The Purchase Price for the Club Rights purchased shall be the amount set out in Clause 3.2 of the resale agreement set out above, which amount is inclusive of Value Added Tax, and is payable upon signature hereof.

2.2 All payments to be made by the Purchaser in terms of this agreement shall be made free of exchange and without any deduction whatsoever to the seller or the designated agent.

2.3 Notwithstanding anything to the contrary contained in this agreement, the conditions of sale or any annexure thereto, and notwithstanding that payment is made in cash or by cheque or debit order or in any other manner whatsoever, and whether such payment is made either directly to the re-sale agent or not, any payments will only be deemed to have been made once received by the Seller at its address as contained in this agreement.

1. EXCHANGE ORGANISATION:

3.1 In the event that the purchaser is not currently a member of an exchange organisation and wishes to become one then the Purchaser shall irrevocably authorise the Club to make application on his behalf to the selected exchange organisation for membership.

1. CLUB RIGHT CERTIFICATE:

4.1 A certified copy of a Club Right Certificate will be issued to the Purchaser by the Club upon receipt and processing of this Purchase Agreement, subject however to the then prevailing rules of the Club.

1. MANAGEMENT / RESERVATION FEES

5.1 The Purchaser records being aware of the provisions of the Club with regard to the Management Fee which will be assessed in order to cover the costs and expenses of the Club and the Purchaser undertakes to pay such Management fee initially on receipt of invoice, and thereafter annually in advance on or before the 30^th day of September of each and every succeeding year, or as may be determined from time to time by the Board of Directors of the Club as and when called upon to do so pursuant to the provisions of the Club.

5.2 Should the member default in terms of the payment of Management fees and if same are in arrears then the

member may be charged interest on the arrear Management fees at a rate to be determined by the Clubs Board of Directors from time to time.

5.3 The use of the Club Usage Units for reservations may only be accessed, once all the Management fees have been paid in full, or suitable arrangements have been made in respect of the payment thereof.

5.4 Accumulated and unused Club Usage Units then usable, will accrue to the purchaser on date of registration of this transfer into the name of the purchaser.

6 AGENCY

6.1 The re-sales agent acts as the agent for both the Seller and the Purchaser.

7 PURCHASER'S ACKNOWLEDGEMENTS

7.1 The Purchaser acknowledges that he has seen, understood, accepted, and is bound and will duly observe the contents of the provisions of each of the documents listed in Clause “B” above from the effective date:

7.2 Signature of this Purchase Agreement shall be deemed to constitute an irrevocable offer by the Purchaser, which offer will not be capable of revocation or withdrawal by the Purchaser.

7.3 This contract shall become a final and binding agreement between the parties upon signature hereof by the Seller.

8 REGISTRATION OF TRANSFER

8.1 The Parties hereby irrevocably appoint VRS as the transfer secretary and managing agent as their Agent, and in their stead, to sign and execute on their behalf any transfer or assignment document to give effect hereto, and to transfer ownership of the stated Club Rights as outlined herein

8.2 The parties agree and acknowledge that the Sellers Club membership and the capital amount due to the Trading company must both be settled before transfer of the Club Rights to the purchaser can be effected.

8.3 The Purchaser shall in addition to the purchase price and the costs outlined in clause 8.4 below (which include VAT); bear the costs of any additional stamp duty, transfer fees, or other applicable taxes or fees arising from the execution and conclusion of this Agreement.

8.4 The Purchaser undertakes effect payment of the transfer, administration Contract and VOASA fee as stated in clause 4.2 of the resale agreement failing which directly into the VRS bank account prior to the transfer being effected. The account details being :

UNI-BROKERS TRUST: ACCOUNT NUMBER: xxxx xxxx xxxx;BANK: FNB – CENTURION; BRANCH CODE: xxxx xxxx xxx; REFERENCE: xxxxx xxxx xxxx

9 DOMICILIA

9.1 The parties hereby choose their “domicilium citandi et executandi” for all purposes under this Agreement at the addresses set forth after each of their respective names in the heading of this contract.

9.2 Notice of change of domicilium by the purchaser must be given by prepaid post and shall only become effective once such change in Domicilium is acknowledged by VRS the managing agent.

10 BREACH

10.1 In the event of the Purchaser being in breach, or default, of compliance with any of his obligations in terms of this Agreement, and continuing such default, despite 14 days' notice, then the Seller shall have the right either to

10.2 enforce this Purchase Agreement, or

10.3 cancel this Agreement and retain as agreed liquidated damages, all payments then already made by the

Purchaser without prejudice to its right to recover from the Purchaser such further damages as it may sustain.

11 ENTIRE CONTRACT

11.1 This Agreement constitutes the sole basis of the contract between the Parties and the Purchaser acknowledges, and agrees, that he has not been induced to enter into this contract byany representations or warranties other than contained therein, and he shall be deemed to have satisfied himself in regard to all or any matters, of whatso­ever nature.

1. CONFLICTING CLAUSES

12.1 Should there be any inconsistencies between any of the documents stated in Clause “B” above then in such case the provisions, terms and conditions contained in the Articles of Association shall be binding.

Hi Mike,

Please find attached the contract with QVC. Hope you can read it as I was unable to upload the file?

The membership had value in the estate, however, I did not have to pay QVC any amount in respect of "buying" the membership. It was a transfer.

As far as them doing an affordability assessmnet - that never came up as all the benificiaries can afford the yearly management fee.

Please let me know if you need more information.

Thanks for your reply.

Were can I get feedback on the progess of the investigation?

Thanks