1. definitions times the credit will be given including ... · transmitted upon appropriate legal...

1. DEFINITIONS

a. “COMPANY” means Sterling Holiday Resorts Limited, a Public Limited Company, incorporated under the provisions of the Companies Act 1956, having its Registered Office at 163, TTK Road, Alwarpet, Chennai 600 018, India.

b. “APPLICANT” means a Person/Person(s) who apply for SHVOP by executing the application form prescribed by the Company.

c. “CUSTOMER” means the sole/first named applicant in whose name the SHVOP is registered against a Customer Number in the Company records.

d. “STERLING HOLIDAYS VACATION OWNERSHIP PLAN” (SHVOP) is a specific Holiday Plan of Sterling Holiday Resorts to provide accommodation to the Customer at a price under the terms and conditions specified and rules framed there under, by the Company.

e. “VACATION OWNERSHIP POINTS” (VOP) means the entitlement of the Customer, in whose name the SHVOP certificate is issued, to avail accommodation in the Designated Resorts (DR) of the company which is equivalent to 7 days in a season and apartment as detailed in clause 5(a) (i)

f. “VACATION OWNERSHIP POINTS PLANNER” (VOPP) means the table showing the number of Points required by a Customer for using the different type of accommodation as available in the Designated Resort.

g. “HOLIDAY ENTITLEMENT MONTH” (HEM) means the month from which the Customer is entitled to avail his/her accommodation for holidaying in any of the DR by surrendering /utilizing from and out of the points standing to the credit of the Customer each Year.

h. “HOLIDAY USAGE PERIOD” (HUP) means a period of 25 Years commencing from the First Holiday Entitlement Month (HEM) and conditions mentioned herein.

I. "SHVOP PRICE" means total fee payable towards the price fixed by Company from time to time in respect of its SHVOP. It shall comprise of a non-refundable one-time Admission Fee (AF) of 60% of the total price and an Entitlement Fee (EF) of 40%of the total price of SHVOP payable by the customer and excludes interest and taxes as applicable.

j. “DESIGNATED RESORTS” (DR) means only such Resorts as specifically designated by the Company either developed/taken on lease or acquired by any other arrangement by the Company from time to time that are made available to SHVOP Customers. Besides, within a particular DR, the accommodation/inventory for SHVOP Customers are separately speci fied/designated and there could be other accommodation/ inventory in the said DR, which are meant for other Plans/ Products of the Company.

k. “YEAR” means the rolling Year (12 calendar months) commencing from the month of HEM.

l. “DAY” for the purpose of availing accommodation in the Designated Resorts shall mean the time between check-in and check-out period which will vary from resort to resort. This will be as mentioned in the Confirmation Voucher.

times the credit will be given including the one at the time of purchase. The Points entitlement that were utilized / lapsed and that have already been utilized by way of advancement of current Year's entitlement will be debited and the Customer will be entitled only to balance Points.

6. FACILITIES

a. Accumulation Facility: The Customer can carry forward his/her unutilized annual VOP to his / her opening balance of the current Year subject to a maximum of immediately two preceding Years' entitlement. The accumulated VOP in excess of his/her entitlements of the immediately preceding two Years will lapse automatically and the Customer shall not be entitled for any compensation or damages. It is hereby clarified that, the Company shall not be responsible to send any notice or intimation to the Customer in this regard.

b. Advancement Facility: The Customer is eligible to advance one immediate succeeding Year of his/her VOP entitlement, to the current Year for availing appropriate accommodation subject to availability of accommodation. This facility is available to the Customers only after two Years from the Year of commencement of their HEM (excluding the Year of commencement of HEM) as mentioned in the SHVOP certificate the Customer being compliant of all the terms and conditions and fulfilling his obligations of payment. In case the customer advances his / her entitlement, ASF for the Year advanced is payable by the customer at the time of advancing at the rates prevailing on the date of request. However, in the event of such advancement, if there is any subsequent revision in the ASF, the customer shall pay the difference if any between the revised ASF applicable for the advanced Year and the ASF paid at the time of advancement.

7. RIGHT TO AUTHORIZE:

a. Customer shall have the right to authorize any adult to utilize the VOP entitlement and such authorization shall be done at the time of reservation itself, subject to the payment of Guest Fee as applicable from time to time. CV will be issued in the name of the Guest only. It is hereby clarified that after the booking, the name of the authorized person shall not be changed for any reason whatsoever. Irrespective of the number of current/ accumulated days, the Customer shall be entitled to make such authorization only once during Red Season of the particular Year even if such reservation is cancelled/not availed of. Such authorized person shall produce the authorization letter duly signed by the Customer in the case of Former or Survivor as mentioned in the application i.e., by the first applicant in such format as may be prescribed by the Company from time to time to be eligible for VOP Entitlement along with his/her ID proof. The Company reserves the right to increase the Guest Fee from time to time. The Customer's immediate family members i.e. spouse, children, parents and parents of spouse are excluded from the payment of guest fees/charges. The Customer shall be liable to compensate the Company or the DR for any loss or damage so caused or incurred/sustained by the Company due to the act, deed, omission or commission by such authorized persons and persons who stay with such authorized persons.

8. RIGHT TO TRANSFER / TRANSMIT:

a. The Customer is entitled to transfer by surrendering original SHVOP Certificate and by paying to the Company a transfer fee as applicable at the time of request for Transfer. However, Transfer can only be effected without splitting or bifurcating the Customer's SHVOP in any manner whatsoever and only after completion of full payment of SHVOP Price and all other payments due to the company. Besides, the company will register the transfer only after it receives the transfer fee, original SHVOP Certificate document of transfer and other relevant documents duly executed by the previous Customer. The company will then issue a fresh SHVOP Certificate to the Transferee. The transferee after being registered may be entitled to utilize the VOP entitlement during the unexpired period of the HUP subject to the terms and conditions contained herein. In case of Former or Survivor application for transfer of SHVOP then both the Applicants should sign in the deed of transfer. The Company reserves it right to increase the transfer fee, from time to time.

b. The Customer shall nominate a nominee for the VOP held by him/her. The nominee shall be an immediate family member of the Customer (being a spouse or lineal ascendant or descendant). After the death of the Customer, the Nominee shall produce the death certificate and such other documents as may be required to enable the Company to issue a fresh SHVOP Certificate in the name of the Nominee for the balance period. Nominee may be entitled to enjoy the VOP subject to terms and conditions for the unexpired HUP period without splitting or bifurcating the SHVOP in any manner whatsoever.

c. In the absence of nomination upon death of the Customer, one of the surviving legal heirs of the deceased Customer may be entitled to the benefits of the unexpired / balance HUP transmitted upon appropriate legal heirship certificate from a court of law having jurisdiction, a) after furnishing the death certificate and such other necessary documents to the company, b) payment of outstanding due to the company if any, and c) after being issued with fresh SHVOP Certificates.

d. HUP denotes 25 continuous Years commencing from the date mentioned in the SHVOP certificate.

e. At all DR of the Company, the check-in time shall usually be 12 noon and the check out time is usually 10 AM and is subject to change at the discretion of the Company. A day means part of the day ie., less than 24 hours also.

9. TAXES

a. A Customer shall be liable to pay all taxes/charges/levies, statutory or otherwise imposed by or payable to any Government Local Body or any other authority on SHVOP Price/ASF and or any other charges arising out of purchase and/or use of VO points. Non-payment of taxes and levies shall disentitle the Customer from enjoying accommodation facility and shall amount to breach of contract and result in cancellation of SHVOP. For the sake of clarity, the customer's liability to

pay Taxes shall include changes in rates to the existing Taxes (either prospective or retrospective), enactment of new Taxes, etc.

10. ANNUAL SUBSCRIPTION FEES (ASF)

a. ASF shall be payable by the Customer for SHVOP purchased by the Customer towards utilities, upkeep and maintenance of DR and other services provided by the Company in connection with SHVOP

b. The Customer shall pay ASF in advance for the Year within such time as stipulated by the Company from time to time.

c. The Customer is not entitled to pay ASF for future Years in advance except in the case of Advancement of Holidays as mentioned in Clause 6 (b).

d. A Customer cannot avail of his/her Holiday entitlements if there are any arrears in payment of ASF.

e. ASF may be revised by the Company from time to time.

f. The ASF is payable even if the Customer does not avail his/her holiday during a particular Year and the Customer specifically agrees to the same duly recognizing the fact that the Company needs to maintain the DR.

g. ASF is not refundable under any circumstances and non-payment of ASF would amount to breach of contract.

h. First ASF shall be payable by the Customer on the First HEM.

i. In the event of non-payment of ASF within the stipulated period in spite of intimation in this regard from the Company to the address/Registered Email ID or any other mode of communication provided by the Customer, the following shall apply.

j. Customer shall not be entitled to avail his/her entitlements till the payment of ASF together with interest, if any that may be charged by the Company.

k. Company reserves the right to charge interest on a monthly basis for the outstanding ASF payable by the Customer at such rate of interest as may be fixed by the Company from time to time.

l. In the event of non-payment of ASF and/or Interest in full by the Customer for 3 Years, Company shall be entitled at its option to cancel the SHVOP as set out below. In the event of such cancellation, the deductions and conditions mentioned in Clause 12 (b) below shall apply.

m. Any request for Transfer of his/her SHVOP by the customer shall be accepted by the company only after customer pays ASF dues in full at the time of request for transfer.

11. RESERVATION

a. The Customer can request for reservation in any of the DR subject to the following conditions.

b. Reservations will open 90 days prior to the date of check-in. However Customer who buys 900 VOP or less at one time is not entitled to avail the accommodation facility in any DR during Purple and Red Season. However, such Customer may make a request for Reservation which

will be considered by the Company only 15 days prior to the check-in date, subject to availability and no advance booking facility would be available to such Customer.

c. Holidays will be confirmed subject to availability of accommodation and will be processed on a 'first come first served' basis

d. Minimum number of days per booking will be as per the below classification:

i. Minimum of 2 nights of stay during days classified as Blue and White Season. If a customer wishes to stay for less than 2 nights during the said days, then points equivalent of 2 nights will be debited.

ii. Minimum of 3 nights of stay during days classified as Red and Purple Season and all Weekends and Public Holidays during the year. If a customer wishes to stay for less than 3 nights during the said days, then point's equivalent of 3 nights will be debited.

e. The same DR cannot be booked by a Customer for consecutive Years during the Purple / Red Season.

f. Subject to the stipulations of Clause 6 above and to ensure equitable access to all customers, any reservation request for multiple apartments in a specific DR for the same /overlapping dates, the company reserves the right to confirm / refuse the booking.

g. The Customer shall be entitled to authorize his/ her guest to avail a holiday against his/ her entitlement. This is subject to a maximum of 2 bookings during a Year and subject to a maximum of 1 booking during Purple/Red Season irrespective of the current/ accumulated entitlements of the Customer. However the Company can restrict guest booking for certain dates/DR during the HUP.

h. The Customer shall be entitled to book the maximum number of days from out of his/her entitlements (in spite of actual entitlement being higher) in the following manner:-

i. Purple and Red – Maximum 14 days

ii. White and Blue – Maximum 21 days (This is the longest accommodation days that a Customer can book during a Year at any time under the SHVOP).

i. If there is any overlapping (i.e., booking in multiple resorts in a particular year), for the purpose of calculation of above limitation of days, days that are booked on other DR either for the Customer or his/her Guest shall be included.

j. The Company shall charge a guest fee for issuance of CV in the name guest as applicable at the time request for reservation.

k. Since all the confirmation for request for reservation are subject to availability, in the event of non-confirmation of holidays by the Company under Reservation procedure, then the Customer is neither eligible for any claim or compensation from the company of whatsoever nature nor is the Customer eligible for any other benefit, entitlements etc., except making request for alternate reservation, which again shall be subject to availability.

iv. For the purpose of Reservation all VOP identified against one Customer Number only will be considered to determine the entitlements as per the SHVOP. In case a Customer has two or more Customer Numbers, then, for the purpose of Reservation they will be treated as separate transactions and cannot be clubbed for determining the entitlement.

v. During the course of HEM, the customer will be credited such number of points every Year as per his/her entitlements for the particular Year. Accordingly, for the 1st Year and subsequent 24 Years during the HUP, the Customer will be credited the Point entitlement purchased i.e., 25


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m. “DOWN PAYMENT” (DP) means the minimum up front payment made by the Customer towards the SHVOP Price as fixed by the company from time to time.

n. “APARTMENT” means different types of Apartments available for providing accommodation under SHVOP, which may vary from one to another in Designated Resorts and may have different specifications.

i. 2 BR-means furnished apartment consisting of 2 bedrooms, 1 living room with or without kitchenette.

ii. 1BR-means furnished apartment consisting of 1 bedroom, living room with or without kitchenette.

iii. STUDIO means furnished apartment consisting of living cum bedroom with or without kitchenette.

iv. HOTEL UNITS means furnished apartment consisting of living cum bedroom.

o. “TAXES” means the taxes and levies more particularly described in Clause -9

p. “SEASON CLASSIFICATION” means division of the Year into different seasons such as PURPLE, RED, WHITE and BLUE as determined solely by the Company from time to time and is applicable to a particular DR. The Season Classification is subject to change without notice and the same may vary from DR to DR in respect of a particular period of a Year.

q. " ANNUAL SUBSCRIPTION FEES" (ASF) means the annual fees payable by a Customer every Year towards utilities, upkeep and maintenance of DR and other services provided by the Company in connection with SHVOP and which shall be in addition to SHVOP Price.

r. “AMENITIES” means provision of various facilities in the DR such as Restaurant, House Keeping, Security, Recreation, Entertainment and other provisions in the Apartment, which may vary from DR to DR.

s. “CONFIRMATION VOUCHER” means the voucher issued by the Company to the Customer to avail accommodation during the holiday period at the DR.

t. “FACILITIES” mean either 'accumulation of unutilized VOP' as per clause 6(a) and/or ' advancement of Points' entitlement as per clause 6 (b).

u. “WEEKEND” means Friday, Saturday and / or Sunday.

v. “GUEST” means any person who is not defined as family member of the Customer as mentioned in clause 7 herein below.

w. “AGENT” is an inclusive definition includes Power of Attorney holder, Solicitor, Official Liquidator, Assignee, etc.

x. “PUBLIC HOLIDAY” means such national holidays and holidays declared under the Negotiable Instruments Act and shall include local holidays declared by the State Government and local authority for the area in which a particular DR is situated.

y. “GUEST FEE” means the fee that may be specified by the Company from time to time in relation to clause 7 herein below.

2. SHVOP ADMISSION RULES

a. ADMISSION TO SHVOP

i. An Applicant is admitted as a Customer upon proper application and realization of Down Payment made to the Company. The Company may at the request of the Applicant, agree to receive the balance SHVOP Price in installments under a payment plan of SHVOP or any other finance arrangement approved by the Company . In the case of installment payments, the Applicant shall deliver Post-Dated Cheques/ Electronic Clearance System/Standing Instruction. The Applicant further binds him/her irrevocably to pay the installment amounts and undertakes and guarantees to ensure due and prompt payment under the installment facility.

ii. The Customer shall fully comply with the obligations to pay the balance SHVOP Price as per the agreed price structure in a timely manner and failure of which, shall amount to breach of contract by the Customer.

iii. The SHVOP Certificate shall be sent by the Company to the Customer within 45 days from the date of realization of the Down Payment of the SHVOP Price. VOP will be credited on Year to Year basis.

3. PURCHASE OF POINTS AND PRICE

a. A CUSTOMER needs to purchase the minimum number of VOP as may be determined by the Company from time to time for availing the benefits/privileges as per the SHVOP to become an eligible Customer under the respective SHVOP.

b. On purchase of the SHVOP, a SHVOP Certificate with a distinctive Customer Number for the Point(s) acquired will be issued within 45 days of the realization of the Down payment. Company hereby grants Customer, a non-exclusive limited license to use the DR and the amenities provided, in accordance with the terms and conditions. Additional restrictions shall apply to Customers for use of certain amenities.

4. PAYMENT TERMS

a. Dishonour of Payments

i. Dishonoured instruments cannot be re-presented. Payments against the same should be made by the customer only by way a Demand Draft within 15 days from the date of such dishonor

ii. Customer has to pay the bank charges applicable along with the payment against dishonoured instrument.

iii. Overdue payment beyond 15 from the date of dishonor shall attract an interest of 18% p.a.


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5. OWNERSHIP POINTS USAGE RULES

a. RIGHTS OF CUSTOMERS

i. Subject to the terms and conditions contained in these rules and subject to the Customer complying with the said terms and conditions, the Customer is entitled to avail Holidays, Year after Year in any of the DR in any type of Apartment or any combination of Apartment(s) at any time of the Year based on Season Classification by surrendering such number of points as per the given planner subject to the availability of accommodation. Number of VOP applicable for trading off on per day basis in a DR for each apartment type and season is shown below:

ii. The above indicates the VOP required for availing holiday in currently DR. Any addition, to the list of DR will be done by suitably amending the VOPP indicating the VOP required for availing accommodation in such DR. However the Customer shall not be entitled to utilize the DR for any conferences.

iii. The VOP Usage eligibility period shall commence as under:



Holiday Eligibility Dates for EMI Plans (10% / 12.5% / 15% DP)

Down Payment

Full Payment

50 % & 12 EMI

50 % & 24 EMI

10 % / 12.5% / 15% & 12 EMI

10 % / 12.5% / 15% & 24 EMI

10 % / 12.5% / 15% & 36 EMI

10 % / 12.5% / 15% & 48 EMI

1st day of 2nd calendar month from sale month

1 month

3 months

5 months

11 months

17 months

17 months

Holiday Eligibility (after Down Payment and the

EMI payment realized)

y. “GUEST FEE” means the fee that may be specified by the Company from time to time in relation to clause 7 herein below.

2. SHVOP ADMISSION RULES

a. ADMISSION TO SHVOP

i. An Applicant is admitted as a Customer upon proper application and realization of Down Payment made to the Company. The Company may at the request of the Applicant, agree to receive the balance SHVOP Price in installments under a payment plan of SHVOP or any other finance arrangement approved by the Company . In the case of installment payments, the Applicant shall deliver Post-Dated Cheques/ Electronic Clearance System/Standing Instruction. The Applicant further binds him/her irrevocably to pay the installment amounts and undertakes and guarantees to ensure due and prompt payment under the installment facility.

ii. The Customer shall fully comply with the obligations to pay the balance SHVOP Price as per the agreed price structure in a timely manner and failure of which, shall amount to breach of contract by the Customer.

iii. The SHVOP Certificate shall be sent by the Company to the Customer within 45 days from the date of realization of the Down Payment of the SHVOP Price. VOP will be credited on Year to Year basis.

3. PURCHASE OF POINTS AND PRICE

a. A CUSTOMER needs to purchase the minimum number of VOP as may be determined by the Company from time to time for availing the benefits/privileges as per the SHVOP to become an eligible Customer under the respective SHVOP.

b. On purchase of the SHVOP, a SHVOP Certificate with a distinctive Customer Number for the Point(s) acquired will be issued within 45 days of the realization of the Down payment. Company hereby grants Customer, a non-exclusive limited license to use the DR and the amenities provided, in accordance with the terms and conditions. Additional restrictions shall apply to Customers for use of certain amenities.

4. PAYMENT TERMS

a. Dishonour of Payments

i. Dishonoured instruments cannot be re-presented. Payments against the same should be made by the customer only by way a Demand Draft within 15 days from the date of such dishonor

ii. Customer has to pay the bank charges applicable along with the payment against dishonoured instrument.

iii. Overdue payment beyond 15 from the date of dishonor shall attract an interest of 18% p.a.


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5. OWNERSHIP POINTS USAGE RULES

a. RIGHTS OF CUSTOMERS

i. Subject to the terms and conditions contained in these rules and subject to the Customer complying with the said terms and conditions, the Customer is entitled to avail Holidays, Year after Year in any of the DR in any type of Apartment or any combination of Apartment(s) at any time of the Year based on Season Classification by surrendering such number of points as per the given planner subject to the availability of accommodation. Number of VOP applicable for trading off on per day basis in a DR for each apartment type and season is shown below:

ii. The above indicates the VOP required for availing holiday in currently DR. Any addition, to the list of DR will be done by suitably amending the VOPP indicating the VOP required for availing accommodation in such DR. However the Customer shall not be entitled to utilize the DR for any conferences.

iii. The VOP Usage eligibility period shall commence as under:



Purple

Red

White

Blue

480

340

210

160

300

121

140

90

240

165

110

70


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Holiday Eligibility Dates for EMI Plans (25% DP)

Down Payment

Full Payment

50 % & 12 EMI

50 % & 24 EMI

25 % & 12 EMI

25% & 24 EMI

25 % & 36 EMI

25 % & 48 EMI


1 month

3 months

3 months

8 months

11 months

14 months



Holiday Eligibility Dates for EMI Plans (35% DP)

Down Payment

Full Payment

50 % & 12 EMI

50 % & 24 EMI

35 % & 12 EMI

35% & 24 EMI

35 % & 36 EMI

35 % & 48 EMI


1 month

3 months

2 months

6 months

10 months

14 months




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l. Cancellation of Reservation post Confirmation:

i. If a Customer cancels his/her Reservation after issuance of the Confirmation Voucher, the Customer would lose the VOP entitlement as percentages mentioned in the table below:

Cancellation date VOP Entitlement Loss

Upto 21 days prior to Check-in date 0%

Between 16-20 days prior to Check-in date 25%



Less than 7 days prior to Check-in date 100%

12. CANCELLATION OF THE SHVOP BY THE CUSTOMER AND REFUND NORMS

a. Cancellation by the customer

i. Any request for Cancellation shall be valid only if made by the Primary Applicant in writing either by letter, email or fax and its receipt, duly acknowledged by the Authorised representative of the company.

ii. If the Receipt of Cancellation Request is within 10 days from date of DP Realization 1. 100% of the monies paid by the customer will be refunded within 60 days from the date of Cancellation by the Company.

iii. If the Receipt of Cancellation Request is between 11 to 60 days from date of DP Realization

1. Cancellation fee will amount to 25% of the Admission Fee. The balance, after deduction of the above Cancellation fee, if any, paid by the customer and realized by the Company will be refund ed within 60 days from the date of Cancellation by the Company after deducting:

a. Cost of holidays availed

b. Cost of promotional offer/gifts issued

c. RCI enrolment fee

d. Any other expenses incurred by the company to service the customer

iv. If the Receipt of Cancellation Request is beyond 61 days from date of DP Realization 1. Cancellation Fee would amount to 100% of the Admission Fee.

2. Entitlement Fee (40% of the VO Plan Price) will be refunded within 60 days from the date of Cancellation by the Company after deducting:


b. Cost of promotional offer/gifts issued

c. RCI enrollment fee




b. Cancellation by the company

i. The company reserves the right to cancel the VO plan purchased by any customer under the following circumstances, after giving 7 days notice to rectify the defect

1. 3 consecutive defaults of EMI payments

2. Nonpayment of ASF for 2 consecutive Years

3. Non-payment of the applicable interest for the above period and

4. Customer violating any of the terms and conditions and not rectifying/curing the same as per the request of the Company.

ii. In such circumstances the following refund rules will apply.

1. Admission Fee (60% of the VO Plan Price) will be retained by the Company.

2. Entitlement Fee (40% of the VO Plan Price) will be refunded after deducting:


b. Cost of promotional offer gifts issued

c. RCI enrollment fee


e. Any loss or damage suffered or incurred by the Company for reasons attributable to the Customer or his/her guests/ c. In all such cancellations, irrespective of whether such cancellation is by the Customer or by the Company, the Customer shall not be entitled to claim any interest or refund of any tax paid in this regard.

13. OBLIGATION OF CUSTOMER

a. The maximum number of occupants in an Apartment in DR will be 6/4/3/2 persons aged above 12 Years for 2 BR/1 BR/Studio/Hotel unit respectively. Two Children below 12 Years of age will be treated as one adult.

b. In case of Resort Condominiums International (RCI) Resorts availed through Exchanging Facility, the maximum number of occupants in 2 BR/1BR/Studio Apartments, respectively shall be as per the norms of RCI and other RCI terms and conditions shall apply.

c. The Company is entitled to collect such charges to compensate it for the charges levied by the banks concerned for non-realization through any mode of payment issued/ authorized by the Customer. This shall be in addition to other rights of the Company as may be available to it under the law.

d. Customer on behalf of himself and on behalf of his/her representatives/nominees/ successors or any other person claiming title under him/her agrees to indemnify and hold Company, its agents, affiliates, subsidiaries, directors, offices, employees and applicable third parties e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors

(collectively “indemnified person(s) losses, damages, against all third party claims, expenses, costs, liabilities etc., (including awards, settlement amounts, and reasonable legal fees) as legal expenses brought by or against any indemnified person(s)), arising out of related to or which may arise from any of the act, deed, omission, commission etc., on the part of the Customer or anybody connected to him/her/it including the guests or for any reasons attributable to any of them and/or for the Customer or anybody connected to it breaching any of the term of the rules. For any third party claims against the Company in the indemnified matters, while the Customer shall cooperate as reasonably required in the defense of any claim, the Company reserves the right, at its Customer's expense, to assume the exclusive defense and control of any such matter subject to Indemnification by the Customer.

e. Any communication/grievance/clarification by Customer shall be directed to or sought from the Company only.

f. Customer represents and warrants that all information provided by Customer to Company to enroll in the SHVOP is true, correct and current.

g. Customer agrees he/she including guests shall neither conduct nor allow conducting of any illegal activity while using the Customer's entitlements or using the DR or while being at the DR. Company reserves the right to cancel the SHVOP of any such Customer without warning and without obligation of any refund and to inform and give assistance to the relevant law enforcing bodies in respect of such act, deed and conduct.

h. The Customer shall comply with all the house rules of the DR during the stay, the copy of which is available in all DR.

i. The Customers and their guests are not allowed to take in any pets, carry illegal goods, explosive inflammable substances or objectionable materials in any of the DR.

j. The Customer shall pay all the dues of the Company in a timely manner.

k. The Customers are not entitled to avail the SHVOP for conducting any conference etc. The accommodation should be used strictly for residential purposes on pleasure/ holiday trips.

l. There shall be no outstanding dues whatsoever pertaining to the membership be pending, at the time of request for holidays made by the customer. In the event of any such pending shown in the account of the membership, SHRL reserves its rights to refuse the request for holidays.

14. GENERAL CONDITIONS

a. A sole applicant shall purchase VOP in his/her name; in case of two applicants the application will be treated as a Former or Survivor basis application. More than two persons shall not be entitled for applying on any account. Besides, for such joint application, the applicants should be from the same family consisting of father, mother, spouse and lineal offspring.

b. All communication to/from the Company shall be to the first applicant.

c. The Company does not undertake to pay rent, buy back or sell or facilitate the exchange of the VOP of a Customer.

d. The Company reserves its right to market the DR Apartments or any portion thereof in respect of any day to free individual traveler.

e. If the Customer, does not check–into the DR as mentioned in the CV (no-show) the VOP shall be debited and the company shall neither be liable to provide any other accommodation in any DR for the said VOP nor any compensation, claim or damages in respect of such points debited shall be available to the Customer.

f. In the event of any delayed check–in, it shall be responsibility of the customer to inform the concerned DR. In the absence of any such intimation the Company reserves the right to release the booking and the conditions stipulated in Clause 14(e) shall apply.

g. Subject to Clause 14(f) herein above, in the event of the any partial utilization of the CV due to delayed check–in/early departure or otherwise, the number of VOP debited shall be as per the original booking.

h. The Customer shall promptly inform the change of address to the Company in writing supported with a valid KYC (Know your Customer) document. In case the Customer shifts out of India then he/she shall pay an additional amount as may be levied by the Company from time to time towards increase in administrative expenses that may be incurred by the Company.

i. The Company or its subsidiaries has rights to promote various holiday products and shall put up resorts for such products. The VOP customers shall not have right to claim or access to such resorts promoted by the Company. The Customer will be entitled to such benefits as are available under SHVOP only and not under any other Plan/holiday products and resorts of such other Plan/holiday products that the Company has promoted/to be promoted by the Company from time to time. In this regard, the Customer fully understand that even within a particular DR, certain inventory/ accommodation is meant or reserved for such other Plans/ Products and such inventory /accommodation is not available under SHVOP. Besides, such inventory/ accommodation can be marketed separately by the Company and/or any of its associates or agents. The Customer can not have any claim or grievance in this regard.

j. The Company for administrative or other convenience, reserves its right to convert Point measure of holiday accommodation into any other system without prejudice to the benefits that a Customer is entitled to as per the SHVOP.

k. The purchase of VOP shall not be construed as purchase of Equity/Preference Shares in the Company or any ownership right or leasehold right over any of the properties of the Company; it shall also not be construed as purchase of debenture or extending loan to the Company. The purchase of VOP only allows the Customer to get accommodation in the DR for stay as per the terms and conditions and does not give him/her/it any rights or interest of whatsoever nature over the Company or its assets and properties. In addition to the above and

notwithstanding anything contained anywhere in this set of Terms and Conditions, it is hereby fully clarified and the Customer fully understands and confirms that, (a) all payments made by the Customers to the Company are for purchase of Services in form of accommodation in the DR under stipulated terms and conditions and the same are not for any investment, (b) except the said services, the Customer shall not receive any profit, income, produce or property, whether movable or immovable, (c) he/she/it does not have any ownership or leasehold rights over the DR or any part thereof and his/her right is strictly in form of a limited license to avail and use the accommodation in a DR under the terms and conditions stipulated by the Company and (d) the Company looks after and manages the DR as its own property and not on behalf of any of the Customers.

l. The Company may enroll the customer with Resort Condominiums International (RCI/or any other organization when the customer acquires a minimum number of VOP as may be determined by the company from time to time and makes a request to the Company to that effect. The enrollment will be at the sole discretion of the company and at such additional charges that may be levied by RCI/other organizations.

m. For availing benefits offered by RCI/any other organizations, the Customer will be governed by the terms and conditions as prescribed by RCI/any other organization from time to time.

n. The Company shall not be liable to the Customer if it is not in a position to fulfill obligations under SHVOP, provided the same is due to any war/civil commotion, any force majeure reasons, Act of God or any other notification/order/decree from any government/Local Body/Court of Law or for any reason which is beyond the reasonable control of the Company.

o. Any promises and commitments, made either in writing or in words by any person representing the Company, outside the purview of or in contradiction to these terms and conditions are not binding on the Company.

p. If any provision or provisions of these terms shall be held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.

q. The Company doesn't accept payments in Cash. All payments to the Company is to be made form of cheque/draft favoring “Sterling Holiday Resorts Limited”, or through Credit Cards. Any payment in cash and cheque/draft not favoring the company is at the Customer's risk and the Company will not be liable for the same.

r. The Customer is aware that in order to help him make the best use of product and ease of transactions, the Company needs to communicate the updates related to the SHSP purchased by the customer like payments, transaction, holiday offers, promotions & other membership related information and hence irrevocably empowers the Company to communicate with him/ her vide any mode of communication during the entire tenure of his membership even if the customer has registered himself / herself under the TRAI rules. In the event of change in

contact details, it’s the customers responsibility to communicate the same and ensure communication does not continue to go to old contact details.

s. In case of violation of any of the house rules by the Customer or his/her guest, at any of the DR or any other act of the Customer whereby the Company's reputation/image is likely to be tarnished by such behaviour the Company reserves the right to cancel the SHVOP of the Customer.

t. All dispute(s), difference(s) or question(s) arising out of this transaction or otherwise shall be resorted to Arbitration as per the provisions of the Arbitration and Conciliation Act 1996, with such modifications/amendments thereto and venue of such Arbitration shall be Chennai only. The Sole Arbitrator shall be nominated by the Managing Director of the Company. The language used in Arbitration proceedings shall be English only. The Parties agree to be bound by the award passed by the Arbitrator.

u. In respect of all matters between the parties hereto or his/her/heir(s)/representative(s) only the Civil Courts in Chennai City alone shall have exclusive jurisdiction and to the exclusion of all other Courts.

v. The Company reserves the right to modify/amend/alter any of the terms and conditions contained herein and/or impose additional conditions at its sole discretion. Such clauses will be duly notified in the website of the Company. In addition, the Customer is subject to the prevailing rules & regulations of the DR concerned during the period of his/ her stay.

w. The Customer's right shall automatically cancel if Customer being an individual is declared insolvent or bankrupt and in case of a corporate entity or juristic person when it completes liquidation or disbandment process or otherwise no longer exists, even if (where possible) it is later restored by an official or court order or decision.

x. In the event of the customer wanting to buy additional points, he shall be entitled to purchase the same within 10 years from the date of start of HUP. The customers shall abide by such policies of the company for purchase and usage of his additional VOP, as prevalent at the time of purchase.

15. COMPANY'S OBLIGATIONS

a. In case Company does not provide holiday after issuance of confirmation voucher for the DR, Company shall provide alternate accommodation and in the event of default in providing alternate accommodation, Company shall pay liquidated damages equivalent to 100% of the rent/tariff that may be charged by Company for such accommodation in the allotted DR for the period for which the Confirmation Voucher is issued and accommodation/alternate accommodation could not be provided. This shall be the sole remedy of the Customer against Company in this regard.

b. The above liquidated damages shall be paid by Company to the Customer within 60 days of such default.

c. In all cases where company provides alternate accommodation or pays liquidated damages, the number of points confirmed by Company shall be debited to the Customer's account.

d. Notwithstanding anything stated here in above, Company shall not incur any liability to the Customer if it is not in a position to fulfill its obligations by reason of any war, civil commo tion, force majeure, act of God, any notification from any Court of Law or Government or any due other reason beyond its control.

16. LIMITATION OF LIABILITY

a. Company makes no warranty, explicitly or implicitly, without limitation with respect to the availability, quality or suitability of the accommodation facility provided in any DR including all amenities thereon and expressly disclaims the warranties or conditions of merchantability and fitness for any particular purpose. Besides, under any circumstances, the company shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatso ever (including, without limitation attorneys' fees) in any way due to resulting from, or arising in connection with the SHVOP or the DR or the failure of company to perform its obligations or for any alleged deficiency of service, regardless of any negligence. Except as otherwise provided, the accommodation and amenities in the DR are provided on an “as is”, “as available” basis and the Company disclaims all warranties. Above all, the agreed liability of the Company to any Customer including anybody connected to it shall under no circumstances exceed 25% of the total amount that is received by the Company through such Customer. No guests or relatives of the Customer shall have any privities with the Company except for the reason of succession or law of inheritance as stated in Clause herein above.

17. ALL RIGHTS RESERVED

a. DISCLAIMER: Information in this document is subject to change without notice. No part of this document may be reproduced or transmitted in any form or by means, electronic or mechanical, for any purpose without the express written permission of Sterling Holiday Resorts Limited. Sterling Holiday Resorts Limited may have pending trademarks, copyrights or other intellectual property covering subject matter in this document. The furnishing of this document does not give you license to these trademarks, copyrights or other intellectual property except as expressly provided in any written license agreement from Sterling Holiday Resorts Limited.

18. SPECIFIC TERMS AND CONDITIONS FOR ENJOYMENT OF RCI EXCHANGES

a. Through Company's affiliation to Resort Condominiums International (RCI), the Customer is entitled to RCI Exchanges, which are provided by RCI, and the Company would facilitate the said exchange by "banking" the Customer's VOP as allotted, with RCI.

b. Company shall arrange/provide enrolment with RCI to the Customers for the initial period of 2 Years only. Customer shall receive his/her RCI welcome Kit directly from RCI. Customer would have option to continue the RCI Membership after initial period of two Years by paying the renewal/ subscription fee as applicable for the same to RCI directly.

c. In case of exchange with RCI aforesaid, Company would allow the Customer to advance his / her holiday of the next one Year.

d. This RCI Exchange facility is by virtue of the contract between RCI and the Company's Customer. The Customer shall abide by all rules, regulations, guidelines, conditions, modifications etc., as may be prescribed by RCI from time to time. The liability and responsibility of Company in respect of RCI Exchanges is only to the extent of enrolling during the initial enrollment term and Customer agrees to the same. It is clearly understood that RCI Exchange / Holiday is subject to availability of RCI destinations and is a matter purely between the Customer and RCI for which Company shall not be liable or responsible in any manner whatsoever.

e. The company is not responsible for availability, confirmation or quality of exchanges availed by the customer through RCI.

f. The terms and conditions of enrolment, facilities and amenities provided by RCI are as enumerated below. By signing the application form, the customer confirms that he has understood and accepts all the terms as applicable to him.

1. INTRODUCTION

1.1 These Terms of Membership set out the legally binding contract between RCI India Pvt Ltd (“RCI” or “we”) and each person who has or has had the legal right to own, occupy or use accommodation (“Holiday Ownership”) in a resort or holiday plan which has or was affiliated to RCI (an “Affiliated Resort”) and who applies or is or was accepted for member ship of RCI or who uses or has used the RCI Exchange Programme (“Members” or “you”).

1.2 “Corporate Participant” refers to a Member whose fees for an enrollment and renewal are paid to RCI by an entity or organization with which RCI has a contractual agreement to offer the RCI Exchange Programme and not by the Member themself.

1.3 These Terms of Membership will apply to all programmes or services offered by RCI to Members, their traveling companions and their guests (“Guests”) who exchange into the RCI exchange programme (“RCI Exchange Programme”) together with any other applicable terms and conditions notified to you by RCI.

1.4 Your decision to buy Holiday Ownership should be based primarily on the benefits to be gained from the ownership, use and enjoyment of your Holiday Ownership at the Affiliated Resort and not on the anticipated benefits of exchanging it through the RCI Exchange Programme.

1.5 These Terms of Membership shall be governed by and construed in accordance with the laws of India, whatever the nationality of the Member.

1.6 Where these Terms of Membership are translated into a language other than English, the English text shall prevail.

1.7 Programmes or services offered at RCI's discretion through RCI or by third parties with the permission of RCI are subject to separate terms and conditions which will be notified to you at the time such offers are made.

2. RCI EXCHANGE PROGRAMME

2.1 Members who pay the appropriate fees referred to in these Terms of Membership and otherwise comply with these Terms of Membership will be permitted to participate in the RCI Exchange Programme. Some limited exceptions may apply such as in the case of a Corporate Participant whose fees have been fully paid by an authorizeds third party.

2.2 The RCI Directory of Resorts and other RCI publications will be sent to Members from time to time. Replacement copies are available for a fee.

2.3 Options available to Members for the exchange of Holiday Ownership rights and the proce dures and conditions governing them are set out in the RCI Directory of Resorts and other RCI publications from time to time. Such procedures and conditions are incorporated in these Terms of Membership in their entirety.

2.4 RCI reserves the right to refuse instructions relating to your Holiday Ownership received from non-Members, Guests and/or any other third parties unless confirmation is received in writing from you that such persons are acting with your authority.

2.5 From time to time RCI may offer Members the choice, for an additional fee, to enroll in “Premium” membership arrangements, which offer additional benefits. Such benefits may include but are not limited to discounts on last minute unit upgrades, advance access to certain inventory, and rebates and discounts on other products and services. Fees and benefits for “Premium” memberships will be determined by RCI and may change from time to time without advance notice to the member. RCI, at its sole discretion, may suspend, amend, cease to offer or otherwise limit any “Premium” membership options at any time. Such “Premium membership” options are subject to additional terms and conditions full details of which will be available on www.rci.com. Some products and services available to “Premium” Members may be provided by third parties and may be subject to separate terms and conditions of such third parties.

3. YOUR FINANCIAL PROTECTION

The RCI Exchange Programme is not covered by any applicable Scheme of Financial Protection & does not form part of a package holiday regulated by any law for the time being in force in India (if any).

4. RELATIONSHIP BETWEEN RCI AND ITS AFFILIATED RESORTS

4.1 RCI and the developer, marketer, seller, trustee, owners association and management of the Affiliated Resort are separate and distinct entities and RCI has no joint venture, partnership or agency relationship with any of them. The RCI Exchange Programme and the products or services that are sold by or on behalf of Affiliated Resorts, including but not limited to

Holiday Ownership, are also separate and distinct.

4.2 RCI makes no promise or representation (other than any made in writing by RCI) about any Affiliated Resort, the title of the owner or trustee of the Affiliated Resort or the management of the Affiliated Resort by the management company. Members must make their own enquiries and satisfy themselves on such matters.

4.3 At the time of publication, RCI does not develop, sell or market Holiday Ownerships. However, there is a contract between RCI and each Affiliated Resort enabling owners of Holiday Ownership at an Affiliated Resort to apply for membership of RCI.

4.4 If the Affiliated Resort does not fulfill its contractual obligations to RCI or if the resort affiliation agreement ends for any reason, the resort may lose its Affiliated Resort status and RCI may at its sole discretion suspend or terminate the rights of Members who have Holiday Ownership at that resort.

4.5 These Terms of Membership are separate and distinct from your agreement(s) with the developer, marketer, seller, trustee, owners association and/or management of the Affiliated Resort.

4.6 Information about Affiliated Resorts published by RCI, including but not limited to, facilities, amenities and services, is solely derived from information produced and provided by the relevant Affiliated Resort. You should be aware that facilities, amenities and services provided at the Affiliated Resort may be withdrawn without notice at the discretion of the Affiliated Resort or may be restricted at certain times of the year. Members must make their own enquiries about a resort description and satisfy themselves that an Affiliated Resort will meet all their needs, particularly if traveling out of season. Although RCI makes reasonable efforts to ensure that resort information published on behalf of Affiliated Resorts by RCI is accurate and up to date, RCI cannot accept responsibility for publishing and/or repeating any inaccurate, incomplete or misleading information provided by any Affiliated Resort, except in the case of negligence on the part of RCI.

5. YOUR APPLICATION FOR MEMBERSHIP

5.1 To become a Member, you must:

5.1.1 be at least 18 years of age;

5.1.2 complete and submit an enrolment application to RCI in the prescribed form (such application should be submitted either by yourself personally or on your behalf);

5.1.3 pay the applicable fee to RCI (such fee should be paid either by yourself personally or on your behalf); and

5.1.4 have your application accepted by RCI.

5.2 We reserve the right to refuse any enrollment application, including without limitation if required to do so by the laws, rules or regulations of any local, state, national or federal governmental entity or by any judicial, public, regulatory or law enforcement authority or court.

5.3 Your RCI Membership subject to these terms takes effect from the date we write to notify you of your membership number.

5.4 Membership runs on an annual basis, starting on the day of the month in which your application is accepted and expiring on the last day of that month in the year of expiry.

5.5 Your membership covers each Holiday Ownership owned by you of up to (and including) 5 weeks at an Affiliated Resort. A separate subscription fee is payable if you own Holiday Ownerships at different Affiliated Resorts and for each Holiday Ownership in excess of 5 weeks.

5.6 Membership must be in the name of a natural person who owns Holiday Ownership at an Affiliated Resort(s).

5.7 If a company, partnership, trust, unincorporated association or other entity owns Holiday Ownership at an Affiliated Resort(s), membership must be in the name of a natural person nominated by the company or other entity to represent it.

5.8 Up to 2 co-owners of Holiday Ownership who live at the same address may apply for one membership. You must nominate a lead member to act as our principal contact for matters relating to your membership.

5.9 RCI shall be permitted to take instructions from and disclose information about your membership to either co-owner.

5.10 If we are given conflicting instructions from co-owners, we are entitled to take the first set of instructions received and act on those instructions. If we continue to receive conflicting instructions from co-owners, we may at our reasonable discretion suspend or cancel (with an appropriate refund) exchange privileges relating to your Holiday Ownership unless such instructions can be promptly reconciled or resolved.

5.11 Co-owners of Holiday Ownership residing at different addresses must apply for separate RCI memberships.

5.12 We will send one set of RCI publications to each specified member's address.

5.13 Your membership of the RCI Exchange Programme is personal to you and cannot be transferred or sold.

6. METHODS OF PAYMENTS AND REFUNDS

6.1 You should quote your membership number on all bank transfers and cheques made payable to us to avoid error and undue delay.

6.2 You are responsible for paying your own bank's charges in respect of all payments made to and refunds received from RCI except in cases where RCI is found to be at fault.

6.3 We will refund any payments made by you to us in the same manner and currency as the original payment was made.

7. RENEWAL OF YOUR MEMBERSHIP

7.1 Continuing membership is conditional on the payment of the applicable subscription fee for each year of membership.

7.2 You may renew or extend your membership at any time prior to the expiry of your existing membership by forwarding to RCI the applicable subscription fee.

7.3 If payment is not made by the due date specified on the written reminder, we reserve the right to charge an applicable reinstatement fee in addition to the applicable subscription fee, and payment of the applicable reinstatement fee is also a condition of renewal.

7.4 We reserve the right to refuse to renew a membership, including without limitation if required to do so by the laws, rules or regulations of any local, state, national or federal governmental entity or by any judicial, public, regulatory or law enforcement authority or court. If your application for renewal is refused, we shall return any renewal subscription fees which you sent to us. Note: Please refer to Term 18 below which outlines our rights to terminate or suspend your membership.

8. SALE OF YOUR HOLIDAY OWNERSHIP RIGHTS

8.1 You must notify us as soon as possible in the event that you sell or transfer your legal right to any Holiday Ownership.

8.2 You should notify the purchaser or transferee of any outstanding deposit for a future date of your Holiday Ownership rights in the RCI Pool and you must notify us of your agreement with the purchaser or transferee as to who has the right to use such deposit.

8.3 The sale or transfer of your Holiday Ownership is subject to any outstanding deposit for a future date in the RCI Pool and any exchange confirmation we have sent you.

9. DEPOSITING YOUR HOLIDAY OWNERSHIP

9.1 Before you can request an exchange or receive an exchange confirmation, you must:

9.1.1 be a current Member with subscription fees paid up to date to the last date of the Holiday Ownership rights deposited and the final date of the exchange requested, whichever is the later; and

9.1.2 deposit Holiday Ownership rights with us and we will put them into the RCI pool of exchange accommodation (“RCI Pool”).

9.2 We will acknowledge your deposit of Holiday Ownership rights into the RCI Pool by sending you a system generated letter through ordinary local post and or through courier within 14 business days of the date your deposit was made.

9.3 By depositing your Holiday Ownership rights, you relinquish all rights to use them and agree that they may be used by RCI without restriction.

9.4 You must not use Holiday Ownership rights deposited or exchange confirmations obtained

for any commercial purposes, including rental, sale or onward exchange to a third party or allow them to be used by any third party for such purposes.

9.5 When you deposit Holiday Ownership rights with us, you represent and warrant to us that:

9.5.1 you have the legal right to use or assign the use of the Holiday Ownership rights deposited and all other resort amenities to which you have access for the period deposited; and

9.5.2 The deposited Holiday Ownership rights have not been, and will not be, assigned, let, offered or made available to any third party; and

9.5.3 The Holiday Ownership is, so far as you are aware, in good and useable condition; and

9.5.4 All maintenance fee assessments, taxes or other charges due in respect of the Holiday Ownership on the date of deposit have been paid and that any arising after the date of deposit will be paid by the due date for payment. In the event that you have failed to comply with Term.

9.5.4 And the Affiliated Resort refuses access to another Member and/or Guest you shall be liable to pay RCI for any costs incurred in arranging alternative accommodation.

9.6 You may withdraw the deposit of your Holiday Ownership rights at any time unless they have already been assigned to another person or you have received a confirmed exchange in respect of that deposit.

9.7 If you have not requested an exchange through RCI or accepted one of the reasonable resort choices and/or dates offered by RCI within 24 months after the start date of the Holiday Ownership rights deposited, then you will lose all credit for that deposit and will not be entitled to receive an exchange for that deposit.

10. EXCHANGE SYSTEM PRIORITIES

10.1 “Deposit Trading Power” is the value assessed by RCI and assigned to Holiday Ownership rights deposited in the RCI Pool at the time you deposit such Holiday Ownership rights or the value derived at the time you combine Holiday Ownership Rights and/or deposit credits in accordance with these terms. Deposit Trading Power may vary from deposit to deposit and from year to year (based on the criteria stated herein).

10.2 RCI, at its sole discretion, may reevaluate the value assigned to Holiday Ownership Rights deposited in the RCI Pool. Upon such reevaluation if the value assigned to the exchange accommodation deposited in the RCI Pool has increased the Deposit Trading Power of such exchange accommodation or any directly associated combined deposit or deposit credit may be adjusted accordingly by RCI.

10.3 “Exchange Trading Power” is the value you require to obtain the use of a particular unit of available exchange accommodation which has been deposited by another Member in the RCI Pool (or which is otherwise available for exchange). Exchange Trading Power is subject to change based on system activity and the factors listed in this clause 10 and the Exchange

Trading Power of any particular exchange accommodation in the RCI Pool may differ from

its Deposit Trading Power.

10.4 In fulfilling an exchange request, RCI will compare the Deposit Trading Power of your deposited Holiday Ownership rights to the Exchange Trading Power of the specific exchange accommodation deposited in the RCI Pool that you would like to obtain. If the Exchange Trading Power is less than or equal to the Deposit Trading Power, then an exchange may occur, subject always to the other terms which apply.

10.5 In deriving Deposit Trading Power and Exchange Trading Power, RCI considers such factors as:

(i) The demand, supply, classification, grouping and utilization of the Holiday Ownership rights deposited in the RCI Pool, and the Affiliated Resorts and geographic regions associated with the Holiday Ownership rights deposited in the RCI Pool;

(ii) The seasonal designation of the Holiday Ownership rights deposited in the RCI Pool;

(iii) The size and type of the unit concerned (i.e. number of bedrooms, kitchen type and maximum/private occupancy of the physical unit);

(iv) comment score cards that RCI compiles from comments submitted by Members who visit the Affiliated Resort where the Holiday Ownership rights are located;

(v) The date of deposit and the start date of the deposited Holiday Ownership rights.

10.6 RCI may at its sole discretion enter into agreements with Affiliated Resorts to assign Deposit Trading Power to certain units of accommodation deposited in the RCI Pool based on a derived average Deposit Trading Power for such units.

10.7 If you are a Corporate Participant you may request an exchange which does not require you to first deposit your Holiday Ownership rights. Specific additional terms may apply in these circumstances.

10.8 In addition, exchange accommodation / Holiday Ownership rights deposited in the RCI Pool are shared regionally to facilitate Member exchanges. RCI may set aside or reserve exchange accommodation deposited in the RCI Pool to match regional reservation requests & other anticipated demands.

10.9 RCI may in its discretion apply further resrictions or changes to the exchange process as required by Affiliated Resorts.

11.DEPOSIT TRADING POWER AND DEPOSIT CREDITS

11.1 To receive the maximum Deposit Trading Power, you should deposit your Holiday Owner ship rights at least 9 months prior to the start date of such Holiday Ownership rights. If you deposit your Holiday Ownership rights less than 9 months from the start date your

deposited Holiday Ownership rights may be allocated a lower Deposit Trading Power.

11.2 Each deposit of Holiday Ownership rights made by you or on the behalf of you for the purpose of an exchange made more than 10 months in advance of the start date of such Holiday Ownership rights shall be available exclusively for exchange by Members and eligible members of the RCI Points exchange programme for a period of 31 days from the date of deposit including the initial day of deposit and shall not be available for any other purpose, including without limitation rental.

11.3 You may be able to extend the useful life of a deposit of your Holiday Ownership rights, a deposit credit or a combined deposit by requesting a deposit extension, in increments of three or six months. RCI may require a service fee for each deposit extension. RCI reserves the right to discontinue offering deposit extensions, to modify the terms of deposit exten sions, and to change the fee for deposit extensions at its sole discretion. Any charge for deposit extensions will be posted on RCI's website at www.rci.com.

11.4 If the Exchange Trading Power of a confirmed exchange is less than the Deposit Trading Power assigned to the deposit or combined deposit used to affect the exchange, RCI may provide you with a “deposit credit” that can be used towards a future exchange.

11.5 You may be able to combine two or more deposits of your Holiday Ownership rights and deposit credits; thereby receiving one new “combined deposit” that has a Deposit Trading Power reflecting the sum of all the individual Deposit Trading Power used to make the combined deposit. RCI may charge a service fee(s) for combining in this way. RCI reserves the right to discontinue offering combined deposits, to modify the terms regarding the combined deposits, and to change the fee(s) for combining at its sole discretion. Any fee(s) for combined deposits will be posted on RCI's website at www.rci.com

11.6 If you request an exchange into the resort where your Holiday Ownership rights are located or any associated group of resorts you will receive priority over other Members who do not own Holiday Ownership rights at that home resort or home group of resorts providing that you have the requisite Deposit Trading Power with which to obtain the exchange.

12. REQUESTING AN EXCHANGE

12.1 You must upon receipt of intimation by us in this regard (if any)) pay in advance the exchange fee current on the date of request for each exchange requested.

12.2 If RCI is unable to confirm an exchange acceptable to you we will at your request either hold the exchange fee as a credit to your account against future exchange fees or refund it to you.

12.3 At least one member of your exchange party must be 18 years or older (21 years or older for travel to the USA) or the age limit set by the Affiliated Resort.

12.4 Our ability to confirm an exchange request is dependent on the availability of Holiday Ownership rights deposited or forecast to be deposited by other Members in the RCI Pool

which are acceptable to you. We therefore cannot guarantee that any particular request for a resort, area, travel date, type or size of accommodation, travel supplier or otherwise relating to your exchange will be met. We will, though, offer you alternative choices which may be available.

12.5 A legally binding contract is formed when the exchange reservation is made.

12.6 Confirmation of exchange will be valid only when issued to you in writing by or email from RCI. You should check all the details on your confirmation carefully when you receive it and let us know as soon as possible if anything is incorrect. Subsequent changes made by you to any material aspect of your confirmation may be treated as a cancellation.

12.7 RCI will apply restrictions on exchanges which are reasonably requested by Affiliated Resorts. These may include (without limitation) a prohibition on Members and their Guests from exchanging into the same resort more than once in a specified period, a prohibition on exchanges from other Affiliated Resorts located in the same locality and minimum age requirements.

13. USE AND ALLOCATION OF EXCHANGE ACCOMMODATION

13.1 Members accept that accommodation may vary in unit size, design, fixtures, furnishings, amenities and facilities from their own Holiday Ownership.

13.2 Affiliated Resorts may, where necessary, allocate alternative accommodation to the unit confirmed provided it has at least the same maximum occupancy and is of similar overall quality.

13.3 Members and/or Guests must occupy and use any accommodation into which they have exchanged in a responsible, careful and safe manner.

13.4 Members are responsible for any damage caused by them and/or by their Guests whilst staying at an Affiliated Resort.

13.5 You and/or your Guests must comply with the Affiliated Resort's rules and bye-laws.

13.6 You and/or your Guests must replace any items missing from your unit on departure or the Affiliated Resort may charge you and/or your Guests for replacement or retain a proportion or the entire deposit.

13.7 The total number of people (babies and children included) occupying the accommodation must not exceed the maximum occupancy of the unit set out in the exchange confirmation or guest certificate otherwise the Affiliated Resort may refuse access.

13.8 Members are responsible for payment of any applicable taxes, personal expenses, utility charges, security deposits and other fees or charges levied by an Affiliated Resort on occupiers for the use of amenities and facilities there.

13.9 You must comply with check-in and check-out times. If you and/or your Guests are going to arrive outside the check-in day and/or time set out in your confirmation, the Affiliated

Resort must be contacted directly to make alternative check-in arrangements, subject to availability. The Affiliated Resort may levy a charge or impose other conditions for any accommodation outside the days specified on the confirmation.

13.10 Members and their Guests may be refused entry to Affiliated Resorts if they cannot verify their identity by means of a valid passport, driving licence or other form of Photo identification.

14. GUESTS

14.1 An exchange confirmation can be used only by the Member who has deposited his/her Holiday Ownership rights for exchange in the RCI Pool, unless the Member gives the exchange confirmation to a friend or family member by purchasing a guest certificate from us at the guest certificate fee current at the date of issue.

14.2 Persons who own Holiday Ownership rights at Affiliated Resorts but who are not Members may not be recipients of guest certificates unless Term 14.1 applies.

14.3 Members should ensure that Guests check all the details on their guest certificate carefully and notify us as soon as possible if anything is incorrect.

14.4 Guest certificates can only be used by the person(s) named on them and must be used by person(s) of 18 years or older or age of 21 years or older for travel to USA.

14.5 Additional people may travel with the named individual(s) on the guest certificate provided that the number of persons does not exceed the maximum occupancy limit on the exchange confirmation.

14.6 Guest certificates are non transferable and must not be used for any commercial purpose, including rental, sale or onward exchange to a third party.

14.7 The use of guest certificates is subject to any conditions, restrictions, limitations or charges imposed by the relevant Affiliated Resort.

14.8 Members are liable for all acts, omissions and/or defaults of their Guests whether accompanied by them or not including for any damage caused by them or expenses unpaid by them, for any charges relating to the booking or its cancellation, for occupation of the accommodation by more than its maximum occupancy and for replacing any missing items.

14.9 Guests must not pretend to be Members during their stay.

14.10 Guest certificate fees are non-refundable in case of cancellation.

15. CANCELLATION OF YOUR EXCHANGE BY YOU

15.1 You may cancel a confirmed exchange at any time either in writing (by letter, facsimile or email) or by telephone and we will act on your instructions.

15.2 Unless specific cancellation terms applying to your exchange have been notified to you by us, you will receive a refund of your exchange fee only if we receive notice of cancellation

by the end of the business day on which you notified us that you wished to accept an exchange offered to you (unless it is within 14 days of the start date of the exchange confirmed, when there shall be no refund).

15.3 If you cancel your exchange at least 2 business days before its start date, you may request another exchange against the Holiday Ownership rights which you have already deposited in the RCI Pool; however, the Deposit Trading Power of your holiday Ownership rights may have reduced. 15.4 If you cancel your exchange with less than 2 business days notice before its start date, you will not be able to request another exchange against the Holiday Ownership rights which you have deposited in the RCI Pool.

16.CANCELLATION OF YOUR EXCHANGE BY US

16.1 We reserve the right (without refund) to cancel a confirmed exchange or cancel an exchange request and deny exchange privileges if:

16.1.1 Any payment made by you to us is rejected by your bank or credit card company; or

16.1.2 You have not paid any maintenance fee assessments or other similar charges relating to your Holiday Ownership by the due date for payment.

16.2 We accept no responsibility if confirmed accommodation becomes unavailable due to any reason beyond our reasonable control, such as overbooking (other than by RCI), denial of access by the Affiliated Resort or any natural disaster, act of God, civil unrest, government action or terrorist activity.

16.3 Where such circumstances as outlined in Term 16.2 above occur before departure, we reserve the right to cancel a confirmed exchange. In these circumstances, we will offer you an equivalent alternative exchange against your deposit. If no equivalent alternative exchange is available, we will either hold the exchange fee paid as a credit to your account against future exchange fees or, at your request, refund the exchange fee and allow you another exchange request against your deposit with no reduction in the Trading Power of your Holiday Ownership rights.

16.4 RCI reserves the right to cancel a confirmed exchange, permanently cancel exchange privileges, revoke guest certificates, terminate the membership of the relevant Member and/or deny access to any of the products or services offered in connection with a mem bership in the event of any:

16.4.1 Misuse of a confirmed exchange; or

16.4.2 Misuse of a guest certificate by the Member or his/her Guest(s) (in particular, but without limitation, use for commercial purposes); or

16.4.3 Other breach of these Terms of Membership, where in RCI's reasonable opinion, the misuse or breach in question reasonably justifies the proposed sanction.

16.5 Provided that there is sufficient time, RCI will notify the relevant Member of its intended

sanction and its reasons for imposing it and give the relevant Member a reasonable opportunity to respond to the same prior to actually imposing the sanction.

17. TERMINATION OF YOUR MEMBERSHIP BY YOU

You may terminate your membership at any time by giving us notice in writing provided that you have neither had your Holiday Ownership rights assigned to another person nor received a confirmed exchange in respect of that deposit.

18. TERMINATION OR SUSPENSION OF YOUR MEMBERSHIP BY US

18.1 We reserve the right to terminate or suspend your membership and any future exchange privileges and cancel any outstanding confirmed exchange if any of the following occur:

18.1.1 you fail to comply with any of these Terms of Membership;

18.1.2 you fail to pay any sums due to RCI or any associated company or any Affiliated Resort or any other party in connection with an exchange, the accommodation the subject of an exchange, your Holiday Ownership (including any maintenance fees or other charges payable by you to an Affiliated Resort in respect of your Holiday Ownership) or any relevant travel arrangements;

18.1.3 the resort at which you own Holiday Ownership rights ceases to be an Affiliated Resort as set out in Term 4.4 above;

18.1.4 you bring any claims against us in respect of the RCI Exchange Programme, the accommodation subject to an exchange, your Holiday Ownership or any relevant travel arrangements; or

18.1.5 you are found to be a vexatious or serial complainant who threatens or uses physical violence and/or harasses abuses or is verbally aggressive to our employees.

18.2 Where a confirmed exchange is cancelled on termination due to your breach of these Terms of Membership, your exchange fee will be forfeited, but we will return the deposit of your Holiday Ownership rights from the RCI Pool to you unless they have already been assigned or exchanged to a third party.

18.3 On termination, we will refund any subscription fee paid in advance by a Member (but not on your behalf) less the full one year subscription fee for each year or part of a year for which you have been a member (or since the last renewal) unless termination is due to your failure to pay any sums due or comply with these Terms of Membership, in which case you will not be entitled to any refund.

18.4 If you have not paid any maintenance fees or other charges by the due date, RCI may suspend your membership until notification is received that you have paid all the outstanding amounts owed.

18.5 Membership may be terminated or renewal of membership denied in the event that the Affiliated Resort cancels or repossesses your Holiday Ownership and you have no other

Holiday Ownership at any other Affiliated Resort.

19.IF YOU HAVE A COMPLAINT

19.1 RCI does not own or operate Affiliated Resorts and is not liable for their description, services and/or presentation. Any complaints about accommodation or the services provided at an Affiliated Resort should be made at the earliest opportunity to a person in authority at the Affiliated Resort itself. If this does not produce a satisfactory result, the Member or Guest should contact the local RCI help desk as soon as possible by telephone or by email.

19.2 RCI accepts no liability to Members or their Guests for any costs and expenses incurred by them during their stay at the Affiliated Resort (including without limitation the costs of alternative accommodation) where such Members or their Guests have complained about accommodation or the services provided at the Affiliated Resort unless prior authorization from RCI's office in Bangalore or the nearest RCI local servicing office has been given. Note: Please refer to Term 21 below which outlines our liability to you.

19.3 In the unlikely event that the Affiliated Resort does not resolve the matter, please follow this up within 30 days of your return home by writing to our Customer Services, RCI India Pvt Ltd, Pine Valley, First Level Embassy Golf Links Business Park, Off Intermediate Ring Road, Bangalore 560 071, India, or by emailing [email protected] giving your membership number and all other relevant information. We reserve the right to refuse to consider any complaints made where this simple procedure has not been followed.

20.DISPUTES

Disputes arising out of or in connection with this contract which cannot be amicably settled may be referred to arbitration under RCI's Booking Conditions. Otherwise Indian Courts shall have jurisdiction to resolve any disputes that arise in connection with these Terms of Membership.

21. OUR LIABILITY TO YOU

21.1 If you or any Guest suffers any loss or damage through use of the RCI Exchange Programme, howsoever it may arise, and you or any Guest has received no benefit from the exchange, we accept that we are liable for that loss or damage up to a maximum amount of three times the sums received by us for the exchange in connection with which the loss or damage occurred (except in the case of death or personal injury resulting from RCI's negligence when no such limit will apply).

21.2 RCI is not liable for any damage, loss, or theft to personal property which occurs through your or your Guests' use of the Affiliated Resort(s).

21.3 These limitations are also applicable to all associated companies, servants and agents of RCI.

21.4 RCI accepts no liability for the acts and omissions of any third parties providing non-ex

change related programmes or services to you.

21.5 Please note that RCI is only responsible for statements about RCI and the RCI Exchange Programme made by RCI and not for any made otherwise or by any other third parties, who are independent and not agents of RCI.

21.6 Your specific passport, visa, and other immigration requirements are your responsibility and you should confirm these with the relevant Embassies and/or Consulates. We do not accept any responsibility if you cannot travel because you have not complied with any passport, visa or immigration requirements.

22. COMMUNICATING WITH YOU

22.1 RCI is the sole controller of all data held in relation to Members and their Guests and all processing of data relating to your membership and to your or your Guests' use of exchange or other accommodation or of related travel services offered by RCI is therefore subject to India's data protection laws only.

22.2 We will maintain records relating to your membership and to your and your Guests' use of exchange or other accommodation or of related travel services offered by RCI (including information about you or your Guests provided by yourself, your Guests or by third parties).

22.3 We shall be entitled to process such data for the purpose of providing you or your Guests with the products and services requested; to keep you or your Guests informed of further offers from us which may be of interest to you or your Guests (unless you or your Guests write to us asking us to exclude you or them from such offers or alternatively telephone, fax or email us to that effect) and for our own administration, market analyses and operational reviews.

22.4 You agree that RCI, or any associated companies or third parties authorized by RCI, shall be entitled to make contact with you or your Guests by post, e-mail, telephone, including automated dialing equipment, facsimile transmissions, and/or pre-recorded messages for the purposes set out in this paragraph. We shall be entitled to disclose to any associated companies and third parties (including but not necessarily limited to resorts, owners' associations, resort trustees, management companies, airlines, insurance companies, car hire companies, ferry and cruise operators and other suppliers) such information as may be necessary to:

22.4.1 provide you or your Guests with products and services you or they have requested; or

22.4.2 verify details relating to your membership or your Holiday Ownership rights or your Guests' use of exchange or other accommodation; or

22.4.3 notify you of travel or other services or products which we believe may be of interest.

22.5 You or your Guests are entitled to receive a copy of any data held by us relating to you or them subject to payment of an administration fee of no more than the maximum stipulated

in the Data Protection Laws applicable in India.

22.6 We shall be entitled to rely on your consent to receive information regarding such products and services (even if your membership has been suspended or has otherwise expired or terminated) for a period of up to five years after termination of your membership, or if you have made use of related travel services offered by RCI, up to five years from the date of use of such services, unless you write to let us know otherwise.

22.7 We shall be entitled to rely on your Guests' consent to receive information regarding such products and services for a period of up to five years after their occupation and use of accommodation at an Affiliated Resort, or if your Guests have made use of related travel services offered by RCI, up to five years from the date of use of such services, unless your Guests write to us to let us know otherwise.

22.8 We may also record or monitor telephone calls to and from RCI, without further notification, for staff training and quality control purposes.

23. OTHER SERVICES

23.1 These Terms of Membership do not apply to any services made available by RCI other than exchanges.

23.2 Without limitation, RCI does not provide flights, coach or train travel, car hire, insurance, ferries, cruises and tours. Such services may be purchased from independent third party suppliers and will be subject to the terms and conditions of the suppliers concerned.

23.3 RCI reserves the right to vary, withdraw or add to the services it provides at any time, with or without notice.

24. VARIATIONS

24.1 These Terms of Membership, the RCI Exchange Programme, seasonal designations and RCI's procedures and conditions for effecting exchanges may be changed by RCI In its sole discretion from time to time. Members will be notified of any such changes by publication on RCI's website(s), RCI Publications, by letter, e-mail or other electronic media. No such changes will take effect until they have been so published.

24.2 The fees charged by RCI (including without limitation the subscription fee, the exchange fee, the guest certificate fee and the reinstatement fee) and the basis for calculating them are subject to review on 1st January each year and any changes to fees resulting from such review may be introduced by RCI with immediate effect. RCI may revise its fees at any other time, subject to prior notification in the RCI Directory of Resorts or other RCI publications produced for Members from time to time, or by letter, e-mail or other electronic media.

24.3 These Terms of Membership and any changes notified as above shall supersede and replace prior versions published in the RCI Directory of Resorts or otherwise.

24.4 RCI may assign these Terms of Membership to any third party and any such assignment shall be binding on Members when notice of assignment is given to them. Notice may be given in the RCI Directory of Resorts, on RCI's website, in other RCI publications generally or by letter or email.

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