Agreement (report) of intentions

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Agreement (report) of intentions
Cape Town «__» ________ 20____
I (Me) ___________________________________________________, hereinafter referred to as COMMITTENT, as one party and ALPA CONSULTING LIMITED, hereinafter referred to as COMISSION Agent, in the person of the General manager of Akenzua Adio, operating on the basis of the resolution of Board of Directors and Charter, as the other party and together referred to as «the PARTIES» concluded the following Agreement of Intentions (hereinafter— the Contract):
NAMES and DEFINITIONS USED in the CONTRACT
«Administrative (managerial) fee (contribution) — annual payment for keeping the membership in the club vacation system (timeshare). The given fees are set by the club and depending on the Charter should be strictly paid by a club’s vacation system member. Otherwise there is risk of losing the membership in the club and in the system as well.
«Commission reward» — compensation to the COMMISSION AGENT under the Commission Contract according to the civil legislation of the Russian Federation. In case the COMMISSION AGENT has taken up the transaction execution guarantee by the third party (del credere) it is also an extra fee at a rate of and in order of the present Contract.
«Valuation conclusion» — the document establishing value of an estimation subject subject to the definition Technique of confirming membership in the system of club vacation (timeshare) certificate (document) cost by rules and in order of, set in the independent estimation carrying out Regulations to the certificate (document) confirming membership in system of club vacation (timeshare), approved by XANTO TRADING LLP company.
«Certificate» — the basic document confirming membership in the system of club vacation (timeshare) and its characteristics.
«Exchange system» — the organization giving a single exchange of membership in system of club vacation (timeshare) between various members of systems of club vacation (timeshare), incorporated (being a part) of united exchange system. Exchange Systems are subdivided into RCI и II.
“Recreation Club” (club, club recreation system) is an organization created to provide club recreation for its members.
“Club Recreation” is a recreation system that provides, pursuant to Clause 2 of Article 216 of the Civil Code of the Russian Federation, the proprietary right to use the accommodation facilities belonging to the club on terms and conditions that are determined by the club.
“Timeshare” is a Club Recreation in the divided time mode in the club or an accommodation facility included in its catalog for a certain period of time (interval), at a certain time of each year (weekly mod-ule).

“Club Member” is an individual holding a club certificate.
“Membership in the Club Recreation System (Club)” is the activi-ties of a Club Member, aimed at achieving professional and business goals and obtaining income from the Club Recreation in the country (place) of temporary residence.
The fact of membership in the club recreation system (timeshare) is a valuable certificate issued by the club's administration or a trust man-agement company with appropriate powers.

Any other document proving the fact of full payment of membership in the club recreation system (for example, a registered plastic card, purchase agreement, or other form of establishment by an organiza-tion that gives the right to hold membership in the system) is the basis for membership in the Club Recreation System (timeshare).
«Club Regulation» — rules regulating a legal status of members and club administration giving membership in system of club vacation (timeshare), membership conditions, payments procedure, system participants responsibility.
«Expert conclusion» — document establishing circumstances concerning real estate belonging, being the membership’s subject in system of club vacation (timeshare), membership type, status of the owner of the certificate (document), which affirms membership in the system, of club vacation, set in the Regulation about carrying out of an independent expert appraisal of the certificate (document) confirming membership in system of club vacation (timeshare), approved by company XANTO TRADING LLP.
1. THE CONTRACT SUBJECT

1.1.The PRINCIPAL undertakes to conclude a Commission Agency Agreement with the COMMISSION AGENT in accordance with the terms of which the PRINCIPAL delegates the right to carry out trans-actions on its own behalf and at its expense to transfer to third parties the membership of the PRINCIPAL in the club recreation system (timeshare) into ownership (sale, assignment).
1.2. Membership property transfer in system of club vacation (timeshare) is a subject of privacy based on equality, will autonomy and its participants’ property independence.
1.3. Memberships in the system of club vacation (timeshare) and its characteristics are defined in an «Expert Report» and an «Estimation Report».
1.4. The COMMISSION AGENT concludes the Commission Contract with the COMMITTENT within 60 (sixty) days after the last one submitted an «Expert Report» and an «Estimation Report» of the owned membership it in system of club vacation (timeshare).
1.5. The COMMISSION AGENT undertakes rendering to the COMMITTENT its membership in system of club vacation (timeshare) service presentation (advertising), placement of an offer for sale of the COMMITTENT club rest system membership (time share) at auction, and the COMMITTENT undertakes accepting the given services result and covering expenses on the account basis set by the COMMISSION AGENT within 3 (Three) bank days of sale of the club rest system membership (time share) and and issuing COMMISSION AGENT invoices for payment.
Parties agreed that the cost of services for the presentation of the commission agent (advertising) commitment membership in system of club vacation (timeshare) as well as placement of an offer for its sale at auction, will be 00 000 (in letters) Russian rubles, including VAT, which is 00 0000.00 rubles of the Russian Federation
1.6. Subject and conditions of this Agreement make a subject and conditions of the preliminary Commission Contract
1.7. Subject, conditions, and the PARTIES obligations specified in this Agreement will be followed at the Commission Contract conclusion.
2. PARTIES OBLIGATIONS

2.1. COMMITTENT OBLIGATIONS:

2.1.1. Transfer the COMMISSION AGENT an «Expert Report» and an «Estimation Report».
2.1.2. To conclude the Commission Contract with the COMMISSION AGENT not later than 60 (sixty) days from the moment of submit-ting to the last mentioned an "Expert Report" and an «Estimation Report» of membership in system of club vacation (timeshare).
2.1.3. The COMMITTENT is obliged to accept from the COMMISSION AGENT all executed by order, to release the COMMISSION AGENT from its taken up assignment for the third party obligations execution.
2.1.4. After the assignment’s execution the COMMITTENT is obliged to pay to the COMMISSION AGENT the compensation, specified in clause 3.2.1 of this Agreement.
2.1.5. Repay to the COMMISSION AGENT, besides the compensation, charges for presentation time (advertising time) on conditions and in order of the account set by the COMMISSION AGENT to the COMMITTENT.
2.2. COMMISSION AGENT OBLIGATIONS:

2.2.1. To conclude the Commission Contract with the COMMITTENT not later than 60 (sixty) days from the moment of submitting an "Expert Report" and an «Estimation Report» of membership in system of club vacation (timeshare) by the COMMITTENT.
2.2.2. The COMMISSION AGENT is obliged to execute the taken up obligation of property transferring of membership in system of club vacation (timeshare), according to the COMMITTENT’s instructions, on the most favorable conditions to the last one. The COMMISSION AGENT has the right to recede from these instructions if necessary by business circumstances in the interests of the COMMITTENT, and if the COMMISSION AGENT could not preliminary request the COMMITTENT or did not receive the duly inquiry answer.
2.2.3. After the obligation execution the COMMISSION AGENT within 14 (Fourteen) days shall give the report to the COMMITTENT and transfer all received upon the executed obligation, also under the COMMITTENT requirement, transfer all the rights concerning the third party, following the COMMISSION AGENT’s transaction accomplished with this third party. The COMMITTENT having the report objections shall inform the COMMISSION AGENT of them within 7 (Seven) days from the date of report reception, otherwise the report at other agreement absence is considered to be accepted.
2.2.4. Priority guarantee, with available applications conditions of urgent prior property transfer of membership in system of club vacation (timeshare).
2.2.5. The COMMISSION AGENT shall carry out all the rights and obligations following its concluded transaction with the third party.
2.2.6. The COMMISSION AGENT is not responsible for the third party transaction execution accomplished with the AGENT at the expense of the COMMITTENT, except the cases when the COMMISSION AGENT did not show necessary caution choosing the person or took up the guarantee for transaction execution (del credere).
3. PARTIES RIGHTS

3.1.1. To receive money from the property (sale, assignment) of membership of the COMMITTENT  in system of club vacation (timeshare) transfer of the amount stated in the Commission Contract.
3.1.2. Decline the Commission Contract at any time, having warned the COMMISSION AGENT about the termination two months before.
3.2. COMMISSION AGENT RIGHTS:
3.2.1. Compensation receipt at _% rate of the money received from the third parties due to the fact of transferring them the property of membership of the COMMITTENT  in system of club vacation (timeshare).
3.2.2. Concluding works performance (rendering of services) contracts to the third parties directed to the property transfer(sale, assignment)   of membership of the COMMITTENT  in system of club vacation (timeshare) to the third parties. The COMMISSION AGENT is not responsible for the third party transaction execution accomplished with the AGENT at the expense of the COMMITTENT, except the cases when the COMMISSION AGENT did not show necessary caution choosing the person or took up the guarantee for transaction execution (del credere).

4. COMMISSION AND PAYMENTS PROCEDURE

4.1. Commission agent, by withholding funds received from third parties due to the transfer (sale, assignment) of the ownership of membership of the COMMITTENT in system of club vacation (timeshare), referred to in para. 1.1 of this Agreement shall receive remuneration in the amount specified in para. 3.2.1 of this Agreement, the final couple of races, with the principal, as well as reimbursement of expenses in the event of early termination of the commission Commitment
4.2. After the receipt of the money, the COMMISSION AGENT, fulfilling the transfer (sale, assignment)  transaction of the property of membership of the COMMITTENT  in system of club vacation (timeshare) to the third parties is obliged to pay the COMMITTENT money from cash department, or by remittance to the COMMITTENT specified account within 7 (Seven) bank days.
4.3. The COMMISSION AGENT deducts commission for the sale (assignment) of the membership of the PRINCIPAL in the club recreation system (timeshare) from cash from such sale.
4.4. One standard unit according to this Contract conditions is equals 1 (one) EURO at the rate of the Central bank of the Russian Federation at the date of calculations.
4.5. In compliance with article 24 of the Tax code of the Russian Federation, the COMMISSION AGENT is not a tax agent.

5. GUARANTEE AND ASSURANCE

5.1. The COMMITTENT to the COMMISSION AGENT guarantees are:
5.1.1. at the moment of signing this Contract, membership of the COMMITTENT in system of club vacation (timeshare) is not sold to the third parties, is not arrested under court decision, is not disputed, third parties at the moment of concluding this Contract did not claim any prospective or valid rights for membership in system of club vacation (timeshare);
5.1.2. this Contract is not a mock or an artificial transaction made by violent influence such as delusion, deceit, violence, threat or ill-intentioned agreement of one side representative from another;
5.1.3.  at the moment of signing this Contract, it (the Committent) is absolutely competent and able to comprehend the sense of its actions which are in control and accurately directed;
5.2. The COMMITTENT is aware of:
5.2.1. The COMMISSION AGENT has no information of any third parties that would wish to make a deal to become a member in system of club vacation (timeshare) at the moment of concluding the Contract;
5.2.2. The COMMISSION AGENT does not request or demand any advanced payments from the COMMITTENT within the bounds of this Contract implementation;
5.2.3.  The COMMISSION AGENT does not guarantee a membership of the COMMITTENT transfer (selling, assignment) in system of club vacation (timeshare) to the third parties;
5.2.4. for appropriate implementation of its liabilities under the Contract, an «Expert Judgment» and an «Estimation Report» for the transferring ownership in system of club vacation (timeshare) must be submitted;
5.3. the PARTIES assure that:
5.1. In accordance with the para. 3 of the article 428 of the Russian
Federation: Civil code:
5.3.1.1. neither Party was put in a position that comprises a significant
hindrance to agreement upon another contents of particular terms
of the present  Аgreement as they had equal
negotiating power;
5.3.1.2.  the terms of the present Аgreement were
defined by the both Parties;
5.3.1.3. the negotiating power equality is evident;

5.3.2.  this Contract conditions are not defined by them in forms or any other standard patterns;
5.3.3.  there is a right to make changes to this Contract when each change is under agreement to an opposite side;
5.3.4. presented Contract is not a version of a Connection contract.

6. PARTIES RESPONSABILITIES

6.1. The COMMISSION AGENT is responsible for the safety of the original documents delivered to the verification. In case of document’s loss or destruction the COMMISSION AGENT restores the given documents at its own expense unless it is proved, that loss, shortage or damage occurred not through its fault.
6.2. The COMMISSION AGENT pays to the COMMITTENT exemplary sanctions of the amount stated in the Commission Contract.
6.3. The COMMITTENT pays a fine of 60 000 (sixty thousand) rubles of the Russian Federation to the COMMISSION AGENT in case of breach of the term stated in the article 2.1.2 of the AGREEMENT.
6.4. The COMMISSION AGENT pays a fine of 60 000 (sixty thousand) rubles of the Russian Federation to the COMMITENT in case of breach of the term stated in the article 2.2.1 of the AGREEMENT
6.5. Penalty payment does not release the PARTY from obligations execution taken up pursuant to the present Contract.
6.6. The COMMISSION AGENT is not responsible for terms transfer-ring of payment by the third parties for the transactions concluded by the COMMISSION AGENT in connection with property of member-ship of the COMMITTENT  in system of club rest (timeshare) trans-fer.
6.7. If the commission principal notifies (notify, provide information) third (mu) (them) a person (y) (s)), including Russian and / or other foreign languages by Russian (s) and / or foreign language (s) of the periodic (s) printed (s) of publication (s), network (s) of publication (s), the channel (s), radio (s), TV shows (mm), radio (mm), videos (mm), other (s) form (m) of the periodic and non-periodic distribution of information, including social networks, blogs, forums, hosts and other online resources, in any form, allowing the reproduction of information, including books, articles, patents, theses, research pa-pers, and other research works, including any foreign languages and in any foreign Internet services, on the content (full or partial), the terms and procedure of this Agreement and / or the Treaty Commis-sion, the commission agent shall have the right to unilaterally refuse to perform its obligations under this agreements and contracts com-mission, demanding that the commission principal payment of a fine of 150 000 (one hundred fifty thousand) rubles of the Russian Federa-tion. Upon the occurrence of specified circumstances this Agreement and / or commission agreement shall be deemed terminated from the date indicated in the receipt when making the appropriate notice of termination of this Agreement and / or the Treaty Commission to mail postal operator (courier / forwarding) connection, or from the date of notification committent on receipt.
7. FORCE-MAJEUR

7.1. At force majeur circumstances occurrence that the PARTIES consider as complicating for this Contract execution such as military actions, acts of nature, epidemics, prohibitive certificates of the state bodies, judicial certificates, fires, earthquakes and flooding, the PARTIES are then released from the responsibility for wrong time obligations execution according to this Contract for the period of such circumstances action but on condition of the immediate notice of the above-stated circumstances approach to other PARTY.
8. DISPUTES RESOLUTION ORDER

8.1. The Parties came to an agreement that all disputes between them in the pre-trial order will be resolved through negotiations in compliance with the claim procedure.
8.2. If the claim is received, the Party is obliged to review it and forward the response to the claiming party within twenty (20) business days from the date of receipt of the claim. If the claim is left without consideration (no reply has been received), as well as in case of refusal of its satisfaction (full or partial), the Party submitting the claim, starting from the twenty-first (21) business day from the date of receipt of the claim by the other Party, has the right to refer the dispute to the court in accordance with paragraph 8.3 of this Agreement.
8.3. Any arguments appearing or that might appear under the Contract (specific legal relation) between the PARTIES also connected with its conclusion, execution (non-execution or incorrect execution), alteration, abrogation, ineffectiveness (fully or partly) shall be resolved by arbitration administered by the Arbitration Center at the autonomous non-profit organization "Institute of Contemporary Arbitration" in accordance with the provisions of the Arbitration Rules..


9. MISCELLANOUS PROVISIONS 9.1. The COMMITTENT enters the Contract not aiming to receive any results, data, information etc. for personal, family or any domestic usage. The COMMITTENT carries out business activity only; 9.2. The present Contract validity (duration) is 1 (one) year from the moment of signing by both parties. After the present Contract termination, it is considered to be abrogated (annulled). COMMISSION AGENT have the right to accept to consideration the claim of the COMMITTENT according to article 8.2 of the present Contract within 15 (fifteen) days after date of its cancellation. 9.3. The present Contract is maybe prolonged on new timeframe under the application of one of the sides, declared about its prolongation 30 (thirty) days prior to the expiry of the term specified in article 9.2 of the present Contract. 9.4. The PARTIES take strict confidentiality concerning all available information, and any data, except for data necessary for the transfer of membership in system of club vacation (timeshare), will not be divulged. 9.5. Upon the rest that it is not specified by this Contract, the PARTIES are guided by the current legislation of the Russian Federation. 9.6. After signing this Contract all the previous negotiations and correspondence lose the force. 9.7. All changes, additions, agreements and attachments to this Contract are its integral part and considered valid if they are signed by both Parties. Thus received by the COMMISSION AGENT the faxes admit valid, if there is a signature of the COMMITTENT in the fax and it is undersigned and pressed by the COMMISSION AGENT as well. The COMMISSION AGENT also has the right to direct to the COMMITTENT facsimile communication documents, thus the fact of acknowledgement of the document direction and reception is an extract from a log-book of proceeding faxes of the COMMISSION AGENT, the duty is assigned to the COMMISSION AGENT. All other correspondence of the parties is carried out by certified mails with the notification upon receipt. Facsimile copies of this Contract are admitted valid observing the conditions specified in this article of the Contract concerning the faxes. 9.8. The COMMITTENT has not right to transfer the rights upon this Contract to the third parties without the written approval of the COMMISSION AGENT. 9.9. When signing this Agreement, each page thereof shall be subject to requisite handwritten signature. 9.10. To the extent not regulated by this Agreement the relations between the Parties should be regulated by material and processual law of the Russian Federation. 9.11. If any inconsistency in text in different languages of this Agreement is present, it should be ruled by the Russian language version. 9.12. The present Contract is signed in two original copies, one for each PARTY, each having an identical validity.
10. LEGAL ADDRESSES AND SIGNATURES OF THE PARTIES
COMMISSION AGENT
ALPA CONSULTING (PTY) Ltd
Reg. nr: 2017/499886/ 07
Address: No.1Bridgeway Century City, CAPE TOWN, R.S.A. 7446
Tel.: +27(0)21 830-5465
Tel.: +27(0)83 394 0870
E-mail: time@alpa-consulting.com

Branch in Russia: 125009, Russia, Moscow, Bolshaya Dmitrovka street, 5/6 bld 3
Tel./fax: +7 (495) 245 0 245
E-mail: time@alpa-consulting.com
Postal address: Postnet Suite 1027, Private Bag X2, CENTURY CITY, R.S.A. 7446  
General manager
__________________________________________ Adio A.
L.S.
COMMITTENT
Full name: __________
Nationality: _________
Date of birth: ________
Place of birth: _______
Residence: __________
Tel/Fax: ____________
E-mail: _____________

ID (name, series, number, delivery date, issued by, other info): ________
_______________________________________________ Full name
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