LEASE AMENDMENT WITH REGUS BUSINESS SERVICES (SHANGHAI) LTD., DATED JULY 1, 2006
LEASE
AMENDMENT WITH REGUS BUSINESS SERVICES (SHANGHAI) LTD., DATED JULY 1,
2006
Terms
of Business
USING
REGUS CENTRES
| 1 |
We
are REGUS BUSINESS CENTRE (BEIJING) LTD , hereafter referred
to as
“Regus”. These are our terms of business.
|
They
apply to the service Agreement which you the client have signed (which
we refer
to simply as your Agreement). Your Agreement supersedes any previous
Agreement
you may have with us for the same services and contains all the terms
we have
agreed.
STANDARD
SERVICES INCLUDED IN YOUR STANDARD FEE
| 2 |
Furnished
Office Accommodation
|
We
are to
provide the number of serviced and fully furnished accommodations for
which you
have agreed to pay in the business centre stated in your Agreement (also
referred to in this Agreement as “Accommodation(s)”). Your Agreement lists the
accommodations we have initially allocated for your use. Occasionally,
we may
need to allocate different accommodations, but these will be of equivalent
size
and we will attempt to obtain your approval with respect to such different
accommodations in advance.
| 3 |
Office
Services
|
We
are to
provide the services described in the Business Services Order, the Regus
Workstation offer and, if requested, the Business Services offer, and
the
RegusNet IT Connectivity Order during normal operating hours Monday to
Friday.
(Connectivity is available 24/7).
We
are
happy to discuss special arrangements for use of these services outside
our
normal operating hours. All services are subject to the availability
of our
centre team at the time of any service request. We will endeavour to
deal with a
service request at the earliest opportunity, but will not be held responsible
for any delay. If in our opinion, we decide that a request for any particular
Business Service is excessive, we reserve the right to charge an additional
fee
at our usual published rates based on the time taken to complete the
service.
| 4 |
RegusNET
|
You
must
comply with any copyright notices, license terms or other notices appearing
on
screen or as part of any material on the Internet or our network. You
must not
copy, use or exploit such software or other material in any way, unless
we have
explicitly given you permission to do so. You must strictly comply with
the
terms of any permission that we give.
We
do not
make any representations as to the security of our network (or the Internet)
or
of any information that you place on it. You should adopt whatever security
measures (such as encryption) you believe are appropriate to your
circumstances.
We
cannot
guarantee that a particular degree of availability will be attained in
connection with your use of the services. You hereby warrant to us that
our
provision of these services to you will not infringe the rights of any
third
party. You agree to comply with the RegusNet Conditions of Use as set
out on the
RegusNet Access Registration form. We warrant that the services shall
be
provided and performed in a professional and workmanlike manner and shall
conform to the description of the services set out in the offers for
“Regus
Connectivity Services” and in the RegusNet Access Registration form. If we fail
to provide the services as warranted, your sole and exclusive remedy
shall be
the remedy of such failure by us within a reasonable time after written
notice.
The
above
warranty is in lieu of all other terms, conditions and warranties, whether
express or implied by usage, custom, statute or otherwise, appertaining
to the
services and manner in which we perform our obligations and exercise
our rights
including, but without prejudice to the generality of the foregoing,
such as
relate to the description, performance, quality, suitability or fitness
for any
particular purposes, of the services. We do not warrant that the services
will
be uninterrupted or error free.
USING
THE ACCOMMODATION
| 5 |
On
Moving In
|
You
will
be asked to sign an inventory of all accommodation(s), furniture and
equipment
you are permitted to use, together with a note of its condition, and
details of
the keys or entry cards issued to you. You may at any time have as many
employees working in your accommodation(s) as there are maximum allowable
workstations. This number is noted on the front of this Agreement. Anytime
the
number of people sharing an accommodation exceeds the maximum number
of
workstations allowable in that accommodation a Hot Desk Supplement fee
equal to
the monthly standard VO fee, (prices available on request), will apply
for each
person over the number of maximum workstations for the given accommodation.
If
at any time the number of people physically present exceeds the maximum
number
of workstations allowable, those employees will pay an additional hourly
or
daily rate for the additional accommodations.
| 6 |
The
Nature Of Your Business
|
You
must
only use the accommodation for office purposes, and only for the business
stated
in your Agreement or subsequently agreed with us. Office/Accommodation
use of a
“retail” nature, involving frequent visits by members of the public, is not
permitted. You must not carry on a business which competes with our business
of
providing serviced office or cube accommodations. You must not use the
name
Regus or any of its associated companies in any way in connection with
your
business.
| 7 |
Your
Name And Address
|
You
may
only carry on that business in your name or some other name that we previously
agree. At your request and cost we will include that name in the house
directory
at the business centre, where this is available. You must not put up
any signs
on the doors to your accommodation or anywhere else which is visible
from
outside the accommodation you are using. You may use the business centre
address
as your business address. If you use the centre address as your registered
business address, you must have a third-party registered as your agent
for
service of process.
| 8 |
Taking
Care Of Our Property
|
You
must
take good care of all parts of the business centre, its equipment, fittings
and
furnishings which you use. You must not alter any part of it. You are
liable for
any damage caused by you or those in the business centre with your permission
or
at your invitation.
| 9 |
Office
Furniture And Equipment
|
You
must
not install any furniture or office equipment, cabling, IT or telecom
connections without our consent, which we may refuse at our absolute
discretion.
| 10 |
Keys
And Security
|
Any
keys
or entry cards which we let you use remain our property at all times.
You must
not make any copies of them or allow anyone else to use them without
our
consent. Any loss must be reported to us immediately and you must pay
the cost
of replacement keys or cards and / or changing locks, if required. If
you are
permitted to use the business centre outside normal working hours it
is your
responsibility to lock the doors to your accommodation and to the business
centre when you leave.
| 11 |
Comply
With The Law
|
You
must
comply with all relevant laws and regulations in the conduct of your
business.
You must do nothing illegal. You must not do anything that may interfere
with
the use of the business centre by us or by others, cause any nuisance
or
annoyance, increase the insurance premiums we have to pay or cause loss
or
damage to us or to the owner of any interest in the building which contains
the
business centre. You acknowledge that (a) the terms of the foregoing
sentence
are a material inducement to us for the execution of your Agreement and
(b) any
violation by you of the foregoing sentence shall constitute a material
default
by you hereunder, entitling us to terminate your Agreement.
| 12 |
Comply
With House Rules
|
You
must
comply with any house rules which we impose generally on users of the
business
centre whether for reasons of health and safety, fire precautions or
otherwise.
| 13 |
Insurance
|
It
is
your responsibility to arrange insurance for your own property which
you bring
into the business centre and for your own liability to your employees
and to
third parties.
PROVIDING
THE SERVICES
| 14 |
Access
To Your Accommodation
|
We
can
enter your accommodation at any time. However, unless there is an emergency
we
will as a matter of courtesy try to inform you in advance when we need
access to
carry out testing, repair or works other than routine inspection, cleaning
and
maintenance. We will also respect security procedures to protect the
confidentiality of your business.
| 15 |
At
The Start Of Your
Agreement
|
If
for
any reason we cannot provide the Accommodation(s) stated in your Agreement
by
the date when your Agreement is due to start we have no liability to
you for any
loss or damages but you may cancel the Agreement without penalty. We
will not
charge you the standard fee for accommodations you cannot use until they
become
available.
| 16 |
Suspension
Of Services
|
We
may
suspend the provision of services (including access to the business centre)
for
reasons of political unrest, strikes, or other events beyond our reasonable
control, in which event payment of the standard fee will also be suspended
for
the same period.
| 17 |
Our
Liability
|
We
are
not liable for any loss as a result of our failure to provide a service
as a
result of mechanical breakdown, strike, delay, failure of team, termination
of
our interest in the building containing the business centre or otherwise
unless
we do so deliberately or are grossly negligent. We are also not liable
for any
failure until you have informed us about it in writing and given us a
reasonable
time to put right. In addition, client releases Regus from any liability
arising
out of or incurred in connection with any Client Mail.
You
agree
(a) that we will not have any liability for any loss, damage or claim
which
arises as a result of, or in connection with, your Agreement and/or your
use of
the services except to the extent that such loss, damage, expense or
claim is
directly attributable to our deliberate act or our gross negligence (our
liability); and (b) that our liability will be subject to the limits
set out in
the next paragraph.
We
will
not in any circumstances have any liability for loss of business, loss
of
profits, loss of anticipated savings, loss of or damage to data, third
party
claims or any consequential loss. We strongly advise you to insure against
all
such potential loss, damage expense or liability.
We
will
be liable:
*up
to a
maximum of RMB 7,500,000 (for any one event or series of connected
events) for
damage to your personal property;
*up
to a
maximum equal to 125% of the total fees paid under your Agreement up
to the date
on which the claim in question arises or RMB 400,000 (whichever is
the higher),
in respect of all other losses, damages expenses or claims.
YOUR
AGREEMENT
| 18 |
The
Nature Of Your Agreement
|
Your
Agreement is the commercial equivalent of an Agreement for accommodation
in a
hotel. The whole of the business centre remains our property and in our
possession and control. You acknowledge that your Agreement creates no
tenancy
interest, leasehold estate or other real property interest in your favour
with
respect to the accommodation. We are giving you just the right to share
with us
the use of the business centre so that we can provide the services to
you. The
Agreement is personal to you and cannot be transferred to anyone else.
We may
transfer the benefit of your Agreement and our obligations under it at
any
time.
| 19 |
Duration
|
Your
Agreement lasts for the period stated in it and will then automatically
be
extended for successive periods equal to the current term but no less
than 3
months until brought to an end by you or by us. All periods shall run
to the
last day of the month in which they would otherwise expire. The fees
on any
renewal will be the market price. In all other respects your Agreement
will
renew on the same terms and conditions.
| 20 |
Bringing
Your Agreement To An End
|
Either
of
us can terminate your Agreement at the end date stated in it, or at the
end of
any extension or renewal period, by giving at least three months written
notice
to the other. However, if your Agreement, extension or renewal is for
three
months or less and one of us wishes to terminate it, the notice period
is two
months or if shorter one week less than the period stated in your Agreement,
extension or renewal.
| 21 |
Ending
Your Agreement Immediately
|
*you
become insolvent, go into liquidation or become unable to pay your
debts as they
fall due,
*you
are
in breach of one of your obligations which cannot be put right or which
we have
given you notice to put right and which you have failed to put right
within
fourteen days of that notice, or
*your
conduct, or that of someone at the business centre with your permission
or at
your invitation, is incompatible with ordinary office use.
If
we put
an end to the Agreement for any of these reasons it does not put an end
to any
then outstanding obligations you may have and you must:
*
pay for
additional services you have used
*
pay the
standard fee for the remainder of the period for which your Agreement
would have
lasted had we not ended it, or (if longer) for a further period of three
months,
and
*
indemnify us against all costs and losses we incur as a result of the
termination.
| 22 |
If
The Business Centre Is Not
Available
|
In
the
unlikely event that we are no longer able to provide the services and
accommodation at the business centre stated in your Agreement then your
Agreement will end and you will only have to pay standard fees up to
the date it
ends and for the additional services you have used. We will try to find
suitable
alternative accommodation for you at another Regus/HQ business
centre.
| 23 |
When
Your Agreement Ends
|
*
Upon
your departure or if you, at your option, choose to relocate to a different
accommodation within the business centre a flat fee (US 60 per workstation)
will
be assessed to cover the routine cost of repainting and redecorating
the
accommodation to return it to it’s original condition in addition to general
maintenance to the common areas of the business centre in which you have
had
access. We reserve the right to charge additional reasonable fees for
any
repairs needed above and beyond normal wear and tear. If you leave any
of your
own property in the business centre we may dispose of it in any way we
chose
without owing you any responsibility for it or any proceeds of
sale.
*
In
order to transition your mail and telephone calls from the business centre,
you
will be automatically entered into a Virtual Office (“VO”) Agreement with us on
our standard terms at the time for 3 months. Current contract terns and
pricing
can be obtained online or through your Regus/HQ General Manager.
If
you
continue to use the accommodation when your Agreement has ended:
*
you are
responsible for any loss, claim or liability we incur as a result of
your
failure to vacate on time.
*
we may,
at our discretion, permit you an extension subject to a surcharge on
the
standard fee.
| 24 |
Employees
|
While
your Agreement is in force and for a period of six months after it ends,
you
must not solicit or offer employment to any of our current employees
or anyone
who has left our employment in the last 3 months. If you do, we estimate
our
loss at the equivalent of one year’s salary for each of the employees concerned
and you must pay us damages equal to that amount.
| 25 |
Notices
|
All
formal notices must be in writing. Client is responsible to keep updated
address
of record at the centre.
| 26 |
Confidentiality
|
The
terms
of your Agreement are confidential. Neither of us may disclose them without
the
other’s consent unless required to do so by law or an official authority. This
obligation continues after your Agreement ends.
| 27 |
Indemnities
|
You
must
indemnify us in respect of all liability, claims, damages, loss and expenses
which may arise (except to the extent caused by our gross negligence
or wilful
misconduct).
*
If
someone dies or is injured while in the accommodation you are using
*
From a
third party in respect of your use of the business centre and the
services.
*
If you
do not comply with the terms of your Agreement
You
must
also pay any cost, including reasonable legal fees, which we incur in
enforcing
your Agreement.
| 28 |
Data
Protection
|
You
agree
that we may process, disclose or transfer to other countries which are
part of
our international network from time to time) any personal data which
we hold on
or in relation to you provided that in doing so we take such steps as
we
consider reasonable to ensure that it is used only to fulfil our obligations
under your Agreement; for work assessment and fraud prevention; or to
make
available information about new or beneficial products and services offered
by
us and other organizations which we consider may be of interest to you.
Please
be aware that all countries may not have laws in force to protect your
personal
data.
| 29 |
Applicable
Law:
|
Your
Agreement is interpreted and enforced in accordance with the laws of
the country
in which the business centre in question is located. We both accept the
exclusive jurisdiction of the courts of such jurisdiction where the centre
is
located.
FEES
In
the
following clauses any references to “fees” alone means all of the standard
service fees, pay-as-you-use fees, the Business Services price, the Telecoms
Service price and the Connectivity Service price.
| 30 |
Standard
Services
|
The
standard fee, the Business Services price (if applicable), the Connectivity
Service price (if applicable) and the Telecom Services price (if applicable)
plus appropriate taxes and all other fees and charges, in accordance
with our
published rates which may change from time to time, are invoiced in respect
of
the services to be provided during the following month in advance in
full on the
25th day (or such other day as we designate) of each month. The charge
for any
such month will be 30 times the relevant fee. No refund will be given
for months
of less than 30 days nor will any additional charge be levied for months
of more
than 30 days. For a period of less than a month, the fees will be applied
on a
daily basis. You agree to pay promptly all (i) sales, use, excise and
any other
taxes, surcharges or license fees which you are required to pay to any
governmental authority (and, at our request, will provide to use evidence
of
such payment), and (ii) any taxes paid by us attributable to your accommodation,
including, without limitation, any gross receipts, rent and occupancy
taxes,
surcharge fees or tangible personal property taxes. Where client has
agreed to
participate in our Direct Debit Program, payment of fixed and variable
charges
will be made automatically through this mechanism. The Telecoms and Connectivity
Service Packages are mandatory for the Shared Office and Hotdesk offering.
Monthly fees and services that are paid by credit card will incur an
administration charge.
| 31 |
Pay-as-you-use
Services
|
Fees
for
pay-as-you-use services in accordance with our published rates, which
may change
from time to time, fees for Supplementary Services, plus tax (if applicable),
are invoiced in arrears and payable on the 25th day (or such other day
as we
designate) of the month following the calendar month in which the additional
services were provided.
| 32 |
Service
Retainer
|
You
will
be required to pay a Service Retainer equivalent to 2 months standard
service
fee on entering into your Agreement. This will be held by us as security
for
performance of all your obligations under your Agreement. The Service
Retainer,
or any balance after deducting outstanding fees, three months VO fee
for your VO
Agreement, and other costs due to us, will be returned to you within
30 days of
the date you have settled your account with us in full. We may require
you to
pay an increased retainer if outstanding fees exceed the Service Retainer
held
or you frequently fail to pay us when due.
| 33 |
Late
Payment
|
If
you do
not pay fees when due, a service fee of US25 plus 5% interest will be
charged on
all overdue balances under US 1,000 or a fee of US 50 plus 5% interest
on all
overdue balances will be charged on all overdue balances of US 1,000
or greater.
If you dispute a part of any invoice you must pay the amount not in dispute
by
the due date or be subject to late fees. The amount of interest and fees
we
charge will be the lesser of the amounts stated, or the country’s legally
enforceable maximum, whichever is the lesser. We also reserve the right
to
withhold services (including for the avoidance of doubt, denying you
access to
your accommodation) while there are any outstanding fees and interest
or you are
in breach of your agreement.
| 34 |
Insufficient
Funds Fees
|
You
will
pay a fee of US 25 or the maximum amount permitted by law for the return
of any
payment for insufficient funds.
| 35 |
Subordination
|
Your
Agreement is subordinate to our lease with our landlord and to any other
Agreements to which our lease with our landlord is subordinate.
| 36 |
Annual
Increase
|
We
will
increase your current standard service fee on each and any annual anniversary
of
the start date of your Agreement by 4% or the CPI, whichever is greater,
or such
other broadly equivalent index which we substitute, over the previous
year. This
will only apply to Agreements that have an original start and end date
constituting more than a 12 month term. Renewals do not fall under this
category
and will be reviewed as per clause 19 above.
Client
Initials __________________