Exhibit 10.6
THIS LEASE is made on 20 August 2001
BETWEEN
(1) ELDERWALK LIMITED (company number 3088546 England) whose registered
office is
at 00 Xxxxxx Xxxxxxxxxx, Xxxxxx, XXx 0XX ("Landlord")
(2) ONLINE ADVISORY LIMITED company number (03812364) whose registered
office is at 4th Floor, Valiant House, 0-00 Xxxxxxx Xxxx, Xxxxxx, XX0X
0XX ("Tenant")
WITNESSES as follows:
1. INTERPRETATION
In this lease where the context so admits:
1.1 The following words and expressions shall have the following
meanings:
"Apparatus" means plant machinery and equipment in or serving the
Building
"Building" means the Landlord's building known as Xxxxxxxxxxxxx Xxxxx,
Xxxxx Xxxxx, Xxxxxxx Xxxx
"Car park" means the area designated by the Landlord for the parking of
vehicles (shown edged blue on Plan 2)
"Common Parts" means the car park service yards, pedestrian hallways,
entrance halls, corridors, landings, kitchens, toilet, accommodation
lifts, liftshafts, fire escapes, staircases refuse areas and all other
parts of the Building which from time to time during the Term are
provided by the Landlord for common use and enjoyment by the tenants
and occupiers of the Building and all persons expressly or by
implication authorised by them
"Exceptions" means the exceptions and reservations set out in schedule
2 part 2
"Interest Rate" means the rate of 4 per cent per annum above the base
rate from time to time in force of such bank being a member of the
Committee of the London Clearing Bankers as the Landlord may from time
to time specify both before and after any judgment
"Insured Risks" means loss or damage by fire, explosion xxxxx, xxxxxxx
aircraft articles dropped therefrom in peacetime as such other risks as
the Landlord may reasonably think fit
"Landlord" includes the reversioner for the time being immediately
expectant on the determination of the Term
"Landlord's consent" means the prior written consent of the Landlord
"Permitted Hours" means the hours between 7.30am and 7,30pm on Mondays
to Fridays inclusive (bank and other such holidays excepted)
"Pipes" means the pipes sewers drains conduits gutters watercourses
wires cables channels ducts flues aerials cisterns tanks and all other
conducting media and ancillary apparatus "Premises" means the property
described in schedule I and each and every part of such property
"Rights" means the rights set out in schedule 2 part 1
"Term" means the contractual term hereby granted
"VAT" means value added tax and any tax of a similar nature substituted
for it or imposed in addition to it and any penalties or fines in
relation to it
1.2 Obligations undertaken by a party comprising more than a single person
are joint and several obligations
1.3 Any covenant by the Tenant not to do an act or thing shall be construed
as if it were a covenant not to do or permit or suffer such act or
thing
1.4 The clause headings herein are for reference only and shall not be
taken into account in the construction or interpretation of this lease
2. DEMISE
The Landlord demises the premises to the Tenant together with the
Rights excepting and reserving to the Landlord the Exceptions to hold
the same for the term of three (3) years from and including [20 August
2001] subject to all rights easements privileges restrictions
covenants stipulations and other matters of whatsoever nature affecting
the Premises paying therefor throughout the Term the yearly rent of
thirty four thousand and fifty six pounds (pound)34,056 (exclusive of
VAT) by equal monthly payments in advance on the first day of each
month the first such payment being a proportionate sum in respect of
the period from commencement of the term to the first day of the month
next thereafter to be paid on the date of this lease.
3. TENANTS COVENANTS
The Tenant covenants with the Landlord as follows
3.1 Rent and payments
To pay the yearly rent at the times and in the manner reserved
and made payable by this lease such payment to be made (if
required by the Landlord) by banker's standing order
3.2 Services
To pay to the relevant suppliers all Charges for telephone and
other telecommunication services supplied to the Premises
including all standing charges
3.3 Interest
If any payment of the yearly rent payable by the Tenant under
this lease or any VAT payable in respect of any such payment
is not paid on the due date (whether formally demanded or not)
or if any other sum payable by the Tenant to the Landlord
under this lease shall be due but unpaid for 14 days to pay to
the Landlord interest on such monies at the Interest Rate from
the due date until actual payment provided that this
sub-clause shall not prejudice any other right or remedy of
the Landlord in respect of any such monies
3.4 VAT
To pay and indemnify the Landlord against any VAX chargeable
in respect of or levied on
3.4.1 any payment due from or any supply made to the Tenant
under or in connection with this lease and
3.4.2 any payment made by or any supply made to the
Landlord where the Tenant is liable to reimburse the
Landlord for such payment or in respect of such
supply to the extent that the Landlord is not able to
reclaim such VAT as a credit against its output VAT
in each case in addition to such payments or supplies
3.5 Repair
3.5.1 To keep the Premises in the same (but not better)
state of repair condition and decoration as they were
in on the date of the commencement of the Term (fair
wear and tear excepted) as evidenced by the
photographic Schedule of Condition dated [23 July
2001] annexed hereto
3.5.2 To keep the Premises clean and tidy and clear of
rubbish
3.6 Alterations
3.6.1 Not to cause waste or damage to the Premises provided
that if such waste or damage is caused to the
Premises then the Tenant shall make good the same on
or before the determination of this Lease
3.62 not to carry out any alterations or additions to the
Premises
3.7 Statutory obligations
To comply in all respects with the provisions of and execute
all such works as shall be required by any statute (including
all bye-laws regulations orders and other matters deriving
from any statute) present or future affecting any activity
carried out by the Tenant at the Premises the Tenant's use of
the Premises the employment of any person at the Premises by
the Tenant the storage use or disposal of any substance or
material on at or from the Premises by the Tenant or the use
of any machinery or equipment at the Premises by the Tenant
and with all requirements of any competent authority in
respect of the Tenant use of the Premises or any such matter
and to indemnify the Landlord against any liability whatsoever
in respect of any such matter.
3.8 Inspection and notice to repair
To permit the Landlord and all persons authorized by the
Landlord to enter the Premises at all times during the Term
upon reasonable prior notice (except in the case of emergency)
to ascertain that the covenants and conditions contained in
this lease have been duly observed and performed and to view
the state of repair decoration and condition of the Premises
and for such other reasonable purposes as the Landlord shall
require (including sale and reletting) and to repair the
Premises and rectify any other remediable breach of covenant
as required by any notice given to the Tenant or left at the
Premises by the Landlord or any such authorised person in
accordance with the covenants contained in this lease and if
the Tenant shall not within one month after service of such
notice proceed diligently with the same or shall have failed
to complete the same within two months to permit the Landlord
to enter upon the Premises with all necessary workmen and
equipment to execute such work or rectify such other
remediable breach of covenant and to pay to the landlord as a
debt all expenses incurred by the Landlord in connection with
the same (including legal and surveyor's fees) on demand
3.9 User
3.9.1 Not to use the Premises other than during the
Permitted Hours
3.9.2 Not to do anything on the Premises which may be or
become a nuisance annoyance disturbance inconvenience
injury or damage to the Landlord or the owner or
occupier of any adjoining or neighbouring property
3.9.3 Not to do anything which may put the Landlord in
breach of any restrictions covenants stipulations and
other matters of whatsoever nature affecting the
Premises
3.9.4 Not to use the Premises or any part of the Premises
for any dangerous noxious noisy or offensive trade or
business or as a betting office or for residential
purposes or for any illegal or immoral act or purpose
and not to hold any sale by auction on the Premises
or store or bring thereon any item of a specially
combustible inflammable or dangerous nature and not
to allow any person to sleep on the Premises
3.9.5 Not to use the Premises or any part of the Premises
for any purpose other than offices
3.10 Signs and advertisements
Not to affix erect attach or exhibit upon any part oo the
exterior of the Premises or through the windows of the
Premises any placard poster notice advertisement name or sign
or television or wireless mast or aerial whatsoever save with
the Landlord's consent (not to be unreasonably withheld in the
case of the Tenant's name and business sign in a style, size
and position to be approved by the Landlord)
3.11 Insurance obligations
3.11.1 Not to do anything which would or might cause any
policy of insurance in respect of the premises or any
neighbouring or adjoining property to become void or
voidable either in whole or in part or which may
render any increased or additional premium payable
for any such insurance
3.11.2 To pay to the Landlord on demand the cost of any
increased or additional premium and all expenses
incurred by the Landlord by reason of any breach by
the Tenant of clause 3.11.1
3.11.3 To insure against employers liability and third party
liability
3.12 Notices
Within seven days of the receipt of the same to give full
details to the Landlord of any notice direction or order made
given or issued to the Tenant by any local or public authority
and if so required by the landlord to produce the sane to the
Landlord
3.13 Alienation
Not to assign underlet mortgage charge hold on trust or share
or part with the possession or occupation of the whole or any
part or parts of the Premises
3.14 Car Park
Not to obstruct the car park at any time and to comply with
any reasonable regulations made by the Landlord in connection
with the use of the car park
3.15 Costs
3.15.1 To pay to the Landlord on demand on a full indemnity
basis all costs (including solicitor's bailiffs and
surveyor's fees) incurred by the Landlord (in the
case of clause 3.15.1.3 to be reasonable and proper
costs) in incidental to or in reasonable
contemplation of
3.15.1.1 the preparation and service of a notice or
proceedings under sections 146 or 147 of the
Law of Property Xxx 0000 notwithstanding
that forfeiture is avoided otherwise than by
relief granted by the court
3.15.1.2 the preparation and service of a notice
relating to wants of repair and condition of
the Premises whether served during or within
one month after the Term
3.15.1.3 any application by the Tenant for the
Landlord's consent or approval to any matter
or thing under the terms of this lease
unless the same shall be unreasonably
refused
3.15.1.4 obtaining rectification of any breach of
covenant under this lease whether or not
proved by court proceedings
3.16 Re-letting
During the last six months of the Term to permit intending
tenants or purchasers at reasonable times of the day to view
the Premises upon reasonable prior notice being given to the
Tenant.
3.17 Yield up
To yield up the Premises at the expiration or sooner
determination of the Term in a condition that is in accordance
with the Tenant's covenants herein contained
3.18 Indemnity
To indemnify the Landlord against all liability in respect of
any injury to or the death of any person damage to any
property and all other liability arising directly or
indirectly out of the Tenant's use of the Premises or any
breach of the covenants on the part of the Tenant contained in
this tease and to effect such public liability insurance in
respect of the Premises as may be reasonably required by the
Landlord
4. LANDLORD'S COVENANTS
4.1 The Landlord covenants with the Tenant that so long as the
Tenant is not in breach of any of the Tenant's obligations
under this lease the Tenant may peaceably and quietly hold and
enjoy the Premises during the Term without any unlawful
interruption by the Landlord or any person claiming under or
in trust for the Landlord
4.2 The Landlord shall use reasonable endeavours to provide of
secure the provision of the services listed in Schedule 3
5. PROVISOS
It is hereby agreed and declared as follows:
5.1 Forfeiture
If the rent hereby reserved or any part thereof is 14 days in
arrear (whether formally demanded or not) or if the Tenant
fails to observe or perform any of the covenants on the part
of the Tenant herein contained or if the Tenant (being an
individual) shall become bankrupt or (being a company) shall
go into liquidation or suffer an administrative receiver or an
administrator to be appointed or in either case shall make any
composition or arrangement with its or his creditors or suffer
any distress to be levied on its or his goods then and in any
such case the Landlord may re-enter upon the Premises or any
part thereof in the name of the whole and thereupon the Term
shall absolutely determine but without prejudice to any claim
by one party for any antecedent breach of covenant by the
other
5.2 Recovery of payments
All sums due to the Landlord under this lease shall be payable
as rent and the Landlord shall have the same remedies for the
recovery of such sums as the Landlord would or might have for
rent in arrear
5.3 Compensation
Any statutory right of the Tenant to claim compensation from
the Landlord on vacating the Premises shall be excluded to the
extent that the law allows
5.4 Liability
The Landlord shall not save in respect of any act or omission
by the Landlord for which it is responsible under this Lease
and save as shall be covered by its insurances (so far as such
insurances arc not vitiated or insurance monies refused by any
fault, act or neglect of the Tenant its servants or agents) be
responsible for any loss or damage which may be done to or
suffered by the tenant or the Tames employees agents visitors
or invitees by reason of the state and condition of the
Premises or any act neglect or default of the Landlord or the
Tenant's agents visitors licensees or invitees or the owner or
tenant licensee or occupier of any adjoining or adjacent
premises or any part or parts of such premises
5.5 If the Building or any parts of it is destroyed or damaged so
as to render the Premises unfit for occupation or use or
inaccessible
5.5.1 the Tenant shall be entitled by two months notice to
the Landlord to terminate this Lease and upon the
expiration of such notice this Lease shall absolutely
cease and determine
5.5.2 the rent reserved by this lease shall be suspended
until the Premises is fit for occupation and use and
accessible or until expiry of loss of rent insurance
if earlier and
5.5.3 any rent paid by the Tenant for the period whilst the
Premises are unfit for occupation or use or
inaccessible shall as soon as practicable refunded by
the Landlord
5.6 The Landlord gives no warranty that the Premises are legally
or physically fit for the purposes set out m clause 3.9.5 or
that the Premises may be used for that purpose under the Town
and Country Planning Xxx 0000 the Planning (Hazardous
Substances) Xxx 0000 the Planning (Consequential Provisions)
Xxx 0000 and the Planning and Compensation Xxx 0000 or any
orders or regulations made thereunder or amendments thereto.
5.7 Exclusion of security
Having been authorised to do so by an order of the Mayor's and
City of London County Court made on 17 August 2001 under the
provisions of section 38(4) of the Landlord and Xxxxxx Xxx
0000 (as amended) the provisions of sections 24 to 28
(inclusive) of that Act shall be excluded in relation to this
tenancy
5.8 Tenant's option to determine
The Tenant shall be entitled by giving to the Landlord not
less than three months' notice in writing to expire at any
time after the expiry of the date six months following the
commencement of the Term (such date to be specified in the
notice and hereafter referred to as the "Termination Date") to
terminate this Lease on the Termination Date and if on the
Termination Date the Tenant shall have paid the rents hereby
reserved this Lease shall absolutely cease and determine but
without prejudice to any right or remedy of either party in
respect of any antecedent breach by the other of the
provisions of this Lease
5.9 Exclusion of rights under the Contracts (rights of Third
Parties) Xxx 0000
A person who is not a party to this lease shall have no right
under the Contract (Rights of Third Parties) Xxx 0000 to
enforce any term of this lease This clause does not affect any
right or remedy of any person which exists or is available
otherwise than pursuant to that Act
5.10 Stamp Duty
It is hereby certified that there is no agreement for lease to
which this lease gives effect
SCHEDULE 1
Premises
The interior of that part of the Fourth Floor Block A International House Dover
Place Xxxxxxx Xxxx for the purpose of identification only edged red on the plan
named hereto (totalling 282 square feet) but excluding structural parts and the
conduits serving the same other than telephone or telecommunication cables
SCHEDULE 2
Part 1
Rights
1. The right for the Tenant or its servants agents and/or visitors in
connection with the use of the Property to park not more than four
private motor vehicle in the Car Park subject to compliance with the
covenants in this Lease .
2. The right with or without vehicles access to and egress xxx the Car
Park together with the right on foot only from and to the Car Park for
access to and from the Premises
3. The right to use the Common Parts
4. The right for electricity telecommunication heating and (if applicable)
water and gas serves to pass to and from the Premises
Part 2
Exceptions
1. Fall right and liberty at any time hereafter and from time to time to
execute works and erections upon and to alter or rebuild any buildings
erected on any adjoining or neighbouring property and to use such
adjoining or neighbouring property or the buildings now or hereafter
erected thereon in such manner as the Landlord shall think fit
notwithstanding that the access of light and air to the Premises may
thereby be interfered with
2. The right to enter upon the Premises for all purposes (and on the
terms) mentioned in this lease and for all reasonable purposes
otherwise arising out of or in connection with the Landlords ownership
of the Premises
SCHEDULE 3
Services
1. Maintaining and repairing and when the Landlord in its discretion
thinks it appropriate so to do amending altering reinstating renewing
and rebuilding the structure and the conduits save insofar as the same
are the responsibility of tenants in the Building
2. Maintaining repairing cleansing lighting and decorating to such
standard as the Landlord may from time to time consider appropriate the
Common Parts and providing electricity and heating to the Premises
during the Permitted Flours
3. Inspecting servicing maintaining repairing amending overhauling and
replacing the Apparatus save insofar as the same is the responsibility
of tenants in the Building
4. lift services in the Building via the lifts now in the Building or such
substituted lifts as the Landlord (in its absolute discretion) may from
time to time decide to install
5. an adequate supply of electricity to the outlets therefor within the
Building
6. an adequate supply of hot and cold water to the outlets therefor within
the Building
7. the supply of telecommunications cables and outlets within the Building
(but not for the avoidance if doubt not a telephone system)
8. central heating to the Building so as to maintain the same to such
temperatures as the Landlord shall in its absolute discretion consider
adequate
9. Supplying necessary washing and toilet requisites in the toilet
accommodation in the Building (other than that accommodation which is
in the exclusive occupation of any tenant of the Building)
10. Maintaining upgrading and renewing any fire alarms fire prevention and
fire fighting equipment for the common benefit of persons resorting to
the Building (other than those which exclusively serve the Premises and
other pasta of the Building let or intended to be let to tenants)
11. Cleaning as frequently as the Landlord shall in its absolute discretion
consider adequate the exterior and interior of all windows and window
frames of the Building including those in the Common Parts
12. (Save insofar as insured under other provisions of this Lease) insuring
the Building and the Common Parts against the Insured Risks and
insuring the Landlord against property owners' liability third party
liability and employers' liability in respect of the Building and such
other Halts perils and contingencies as the Landlord in its absolute
discretion shall from time to time deem necessary or expedient
13. Collecting and disposing of normal refuse from the Building (including
those parts thereof as are let or are capable of being let) and the
provision repair maintenance and renewal of plant and equipment for the
collection treatment packaging or disposing of refuse
14. Providing and maintaining (at the Landlord's absolute discretion)
plants shrubs trees garden or grassed areas or landscaped areas and
floral decorations in the Common Parts and keeping the same properly
maintained and cultivated
15. the provision of such reception facilities in the ground floor of the
Building as the Landlord shall think fit
16. Such other services as the Landlord in its absolute discretion shall
think proper or beneficial for the better and more efficient management
use and promotion of the Building and the comfort and convenience of
the generality of the tenants in the Building
EXECUTED (but not delivered until the date)
hereof) as a deed by ELDERWALK LIMITED)
acting by:
/s/ Signature Illegible
-----------------------------
Director
/s/ Signature Illegible
-----------------------------
Director/Secretary
