PROJECT AGREEMENT TO OBJECT OF INVESTMENT OF AVATAR LODGE COSTA RICA PROJECT FROM www.british-asset.com
1. GENERAL PROVISIONS
1.1. This Project agreement (“Agreement”) further specifies and relates to the “GENERAL TERMS AND CONDITIONS OF INVESTMENT PROJECTS „BRITISH ASSET” ON THE www.british-asset.com WEB PORTAL” (“Terms”) concluded between you, the Shareholder investing through the British Asset project and the Costa Rican B.A. Resorts Limited., with its registered seat at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9QJ, Company No. 10821473 („Company BA“).
1.2. The Agreement governs mutual rights, obligations and principles of the contractual relationship between the issuer of private shares of the Avatar Lodge project, Costa Rican B.A. Resorts Limited, with its registered seat at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ, Company No. 10821473 (“Company”) and you, the Shareholder of the Company within the investment through the “British Asset” project as defined below in the Agreement.
1.3. The Agreement governs and specifies especially the campaign, realisation period, reservation system, service package and member section, definition from the Terms, of the AVATAR LODGE COSTA RICA project.
1.4. The stipulations of the Agreement and any other binding agreement concluded between you and the Company, are prevailing to the Terms. The Terms and the Agreement, including any other agreements together form the content of contractual relationship between you and the Company.
1.5. By agreeing with the Terms and the Agreement the agreement on sale of shares into the Investment and the Project is concluded. The sale is conducted exclusively in electronic form in the Online system on the www.british-asset.com portal.
2. ISSUANCE OF SHARES
2.1. The Agreement specifies the extent of issuance of shares according to the article 6 of the Terms to a specific conditions of issuance of private share of the Avatar Lodge Costa Rica project.
2.2. Within the Avatar Lodge Costa Rica the Company offers private British shares in the nominal value of two thousand (2000) GBP, connected with the ownership rights and profits of the JUNGLE SAFARI centre with the accommodation capacity of (10) luxury safari tents.
2.3. Company offers private British shares in the nominal value of four thousand (4000) GBP, connected with the ownership rights and profits of the JUNGLE SAFARI centre with the accommodation capacity of (5) luxury studios within the Avatar Lodge Kostarika.
2.4. The payment of annual dividends, subequent sale of shares and other terms and conditions regarding the shares are governed by the Terms, especially according to the article 6 (investment in the form of shares) and article 9 (dividends) of the Terms.
2.5. The owner of the share is published in the Companies House in the Great Britain as an owner of the share in the beta.companieshouse.gov.uk online system, in the Filing History section of the relevant company. The information are updated during the emission and further in accordance with the legal regulations of the Great Britain.
3.1. The Agreement specifies the term “Campaign” according to the article 7 of the Terms to a specific conditions of issuance of private share of the Avatar Lodge Costa Rica project.
3.2. The Campaign is set to a period not exceeding three (3) months, and that either from March 31 till June 30, 2017, or until all the shares are sold out, whichever occurs first. During the Campaign you are entitled to reserve any number of shares, which you are obliged to pay for within seven (7) days from the registration according to article 7.3 of the Terms. After the payment you will receive an electronic certificate “Guarantee to issuance of shares” proving preliminary ownerships of the share, which shall be issued according to the article 7.5 of the Terms. Shares in the physical form and their entry into the British Companies House shall be delivered to you within seven (7) days from the end of the Campaign according to the article 7.5 of the Terms.
3.3. If, during the Campaign, the collection of financial funds from the Shareholders in the amount of at least 50 % of the total amount of intended Investment is not successful, the payment for the shares will be fully refunded to you without undue delay after the end of the Campaign, i.e. June 30, 2017, no later than within fourteen (14) days.
4. REALISATION PERIOD
4.1. The Agreement specifies the term “Realisation period” according to the article 7 of the Terms to a specific conditions Realisation period of the Avatar Lodge Costa Rica project.
4.2. After the successful end of the Campaign, no later than on June 30, 2017, the Realisation period commences. The Realisation period of the JUNGLE SAFARI centre shall be seven (7) months long, no later than till January 31, 2018, and ten (10) months long, no later than till April 30, 2018 for the JUNGLE STUDIOS centre. The Realisation period ends by making the centre fully operational.
4.3. During the realisation period the Shareholder shall be informed on all details of the realisation in the member section of the Avatar Lodge Costa Rica project. The Shareholder is entitled to reserve the Ownership rights – accommodation during the reservation period in the reservation system.
5. OWNERSHIP RIGHTS
5.1. The Agreement specifies the term “ownership rights / rights to use” (“Ownership rights”) according to the article 8 of the Terms to a specific conditions of Ownership rights of the Avatar Lodge Costa Rica project.
5.2. The Shareholder has an Ownership right of one week, from Saturday to Saturday, within the fiscal year, per year for each Share. The Ownership right of one free week means a right of free accommodation corresponding to the type of the share either in the JUNGLE SAFARI centre in luxury tent with area of 30 m2 allowing accommodation up to four (4) persons, or in the JUNGLE STUDIOS centre in a luxury cottage with area of 45 m2 allowing accommodation of up to six (6) persons. Common areas such as the pool, ranger station offering safari and trips (for extra fee), restaurant, bar, relaxation and meditation zone are part of the Avatar Lodge. The accommodation complies with the classification of a five stars boutique hotel according to the jungle ecological standards. The specification of the accommodation can be found in the member section.
5.3. The Shareholder is obliged to purchase, alongside the Ownership right, a service package for each person using the accommodation in Avatar Eco Lodge, according to article 8.1 of the Terms. The service package includes especially hygienic and toilet supplies, cleaning and services of hotel personnel, maintenance of the common areas, shuttle transportation from the Lodge to the beach and back to the Lodge, full catering pension on high gastronomical standards, tropical fruits for the duration of all day, drink package in the form of unlimited consumption of natural fruit juices, juice and smoothie, homemade lemonade, mineral water, coffee and tea for the duration of all day. The service package does not include alcoholic beverages, industrial flavoured sodas (Coca Cola etc.), trips and transportation from and to the Lodge. The exact specification of the service package can be found in the member section.
5.4. The price of the service package for both centres in the Avatar Lodge amounts to two hundred and sixty (260) GBP per adult participant for 7 nights, i.e. one week of accommodation. Children of age up to three (3) year shall get the service package free of charge, children of age from four (4) to twelve (12) years shall pay fifty (50) percent of the price, i.e. one hundred and thirty (130) GBP, minors of age from thirteen (13) to sixteen (16) years shall pay seventy five (75) percent, i.e. one hundred and ninety five (195) GBP, for 7 nights, i.e. one week of accommodation. The maximum capacity of accommodated persons in the JUNGLE SAFARI is four (4) persons and six (6) persons in the JUNGLE STUDIOS.
5.5. According to the article 8.2 of the Terms the Shareholder is entitled to sell the accommodation he did not use in order to increase his profit from the Investment. The sale of free accommodation capacities is specified in the member section. The Shareholder may sell the capacity through the reservation system of the Company for a fee or to resell his Ownership right by himself according to the terms and condition of individual periods declared in the reservation system in the member section.
6. RESERVATION OF ACCOMODATION
6.1. The Agreement specifies the term “reservation of ownership right / right to use” (“Reservation”) according to the article 8.3 of the Terms to a specific conditions of Reservation of accommodation in the Avatar Lodge Costa Rica project.
6.2. The reservation shall be made via the reservation system in the member section of the Avatar Lodge. The Reservation can be made within the Realisation period and anytime within the operation period of Avatar Lodge within the fiscal year. The Company shall not reimburse the Shareholder who failed to make timely Reservation of their Ownership rights in the relevant year in any way.
6.3. The Reservation can be done exclusively for periods of whole weeks, from Saturday, 4 PM, until the Saturday of next week, 11 AM. The Ownership rights apply for one week per fiscal year per each share. For example, it is therefore not possible to reserve three weeks in one year with single share consuming the Ownership rights for the two following years in advance. Shareholder may purchase additional free accommodation capacities exceeding his Ownership right for a special Shareholder’s price according to the pricelist of accommodation.
6.4. With regard to the number of the Shareholders, each specific date shall be reserved for the first registered Shareholder for that date. The Company holds no responsibility for unavailability of the individual dates due to previous binding reservations of other Shareholders. You can choose from free dates and number of persons to be using the Avatar Lodge in the reservation system. You shall pay the full price of service packages during the Reservation in the reservation system. The Reservation is confirmed by paying the price for service packages. Should the binding reservation be cancelled, the reservation is subject to cancellation fee according to current conditions of reservation for individual dates declared in the reservation system.
7. MEMBER SECTION
7.1. Each Shareholder shall receive access data to member section of the Avatar Lodge on the commencement of the Realisation period.
7.2. The Shareholder may find all information on the status of the Realisation period and may especially make reservation of his Ownership rights.
7.3. The Company shall provide the Shareholder with all relevant information via the member section.
8. FINAL PROVISIONS
8.1. The stipulation of the Terms not modified in this Agreement remain effective as stipulated in the Terms.
8.2. The agreement on sale of the shares of the Avatar Lodge Kostarika shall be concluded by agreeing with the Terms and this Agreement. The sale is executed exclusively in electronic form via the Online system on the www.british-asset.com portal.
8.3. In case of force majeure the Company shall not be liable for failure of performance of this Agreement. War, natural disasters, accidents of all kinds, traffic complications, strikes, famine, transport capacities, energies and labour force which limit or make unable to perform this Agreement by the Company are considered as force majeure. In case of force majeure the Shareholder shall not be entitled for any compensation for damages against the Company.