EXHIBIT 10.18
LEASE AGREEMENT WITH REGUS BUSINESS SERVICES (SHANGHAI) LTD.
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REGUS Service Agreement - Beijing
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Agreement No.: NCI20050526C Agreement Date:
BIEJING,NCICentre Business Centre Bank Details
Name: HSBC - Shanghai Branch
Street/Floor BEIJING, NCI Centre Sort code: 0
City: Xxxxx 00, XXX Xxxxx, 00 X Xxxxxxxxxxxxx Xxx Account number: 000-000000-000
State & Zip Code: Chaoyang District, Beijing Other Swift Code: XXXXXXXX
Other 0
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Client details (not a Regus centre address) Corporate Account |_| Yes PCA |_| Yes
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Company name: CQ Systems Ltd Contact name Mr. Xxxx Xxxxx / Director
Address: Planet House, North Xxxxx Xxxx, Title:
City: Horsham
State: West Sussex, United Kingdom Zip Code: RH12 5 QE
Telephone: x00 (0) 0000 000000 Federal ID No.:
Emergency Contact: Mr. Xxxx Xxxxx Fax: x00 (0) 0000 000000
Email Address: xxxxxx@xxxxxxxxx.xxx Emergency Phone: x00 (0) 0000 000 000
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Invoicing details (if different)
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Company name: Contact name/Title
Address: City:
State: Zip Code:
Telephone: Fax:
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The standard fee (excluding Tax)
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Accomodation type (IN,IS,EN,ES,EX) Matrix Price Daily Workstation Number of Total per Day Accomodation number(s)
per day Price workstations
ES $37.00 $25.33 3 76.00 1526
0.00
0.00
0.00
Total per day USD 76.00
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Initial Payment: Monthly Office Payment 2,280.00
Service Retainer 2 4,560.00
Service Packages (taxes included below) 270.00
Telecoms Set-up 1 16.00
Connectivity Set-up 1 37.00
Monthly Taxes Rate 0.00% % 0.00
Total Initial Payment USD 7,163.00
Monthly Payment: Total Monthly Payment USD 2,550.00
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Business & Connectivity Services Quantity Price per workstation Total price per day Total price per month
per day
Business Support Package 4.00 0.00 0.00
Connectivity Package 1 5.50 5.50 165.00
Telecommunications Package 1 3.50 3.50 105.00
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Length of agreement Start date (DD/MM/YY): 01/07/2005 End date (DD/MM/YY): 30/06/2006
Comments
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1) The Standard fee for the first month and the 2nd month will be free. 2) The
client will pay a discount rate for the broadband as USD125.00/month only. 3)
The terms of this agreement is subject to contract signed and initial pyament
made by May 30th, 2005.
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Tick here if you do not consent to Regus processing data in accordance with
Clause 34 of this agreement. [ ]
We are REGUS BUSINESS SERVICES (SHANGHAI) LTD of 31/F Xxx Xxx Building, SHi Ji
Avenue, Pu Dong Xin Qu, Shanghai 200120 PRC. This agreement incorporates our
terms of business set out overleaf USING REGUS BUSINESS CENTRES which you
confirm you have read and understood. We both agree to comply with those terms
and our obligations as set out in them. Note that the agreement does not come to
an end automatically. See "Bringing your agreement to an end" overleaf.
Name (printed) Xxxx Xxxxx Name (printed) Xxxxx Xx
Title (printed) Director Title (printed) Area Sales Manager
Date (DD/MM/YY) 26/05/2006 Date (DD/MM/YY) 26/05/2005
SIGNED on your behalf (Client) SIGNED on our behalf (Regus)
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[Graphic omitted]
The New Logic of Real Estate Contact:
Contact: +8610 0000 0000 Visit: xxx.xxxxx.xxx Regus
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Terms and Conditions
USING REGUS BUSINESS CENTRES
1. We are Regus Business Services (Shanghai) Ltd. These are our terms of
business. They apply to the service agreement which you have signed
(which we refer to simply as your agreement).
Your agreement supersedes any previous agreement you may have had
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 office
rooms for which you have agreed to pay in the business centre stated in
your agreement. Your agreement lists the rooms we have initially
allocated for your use. Occasionally we may need to allocate different
rooms, but these will be of equivalent size and we will try to agree
these with you in advance.
3. Office Services
We are to provide the services described in the Regus workstation offer
and, if requested, the Regus Business Support offer, Regus Connectivity
Services offer and Regus Telecoms Services offer during normal opening
hours Monday to Friday.
We are happy to discuss special arrangements for use of these services
outside our normal opening hours.
All of the optional services described as Business Support are subject
to the availability of our centre staff 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
Support is excessive, we reserve the right to charge an additional fee
at our published rates.
REGUSNET
4. You must comply with any copyright notices, licence 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
permissions which we give.
5. We do not make any representations as to the security of our network
(or the Internet) or of any information which you place on it. You
should adopt whatever security measures (such as encryption) you
believe are appropriate to your circumstances.
6. We cannot guarantee that a particular degree of availability will be
attained in connection with your use of the services.
7. You hereby warrant to us that our provision of the services to you will
not infringe the rights of any third party.
8. You will comply with the RegusNet Rules set out in the RegusNet access
registration form.
9. 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.
10. 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
11. On Moving In
You will be asked to sign an inventory of all accommodation, 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.
12. 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 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 accommodation.
You must not use the name Regus in any way in connection with your
business.
13. 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 rooms
you are using. You may use the business centre address as your
registered office address but only with our prior consent and subject
to any conditions which we may impose.
14. 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.
15. Office Furniture and Equipment
You must not install any furniture or office equipment, cabling, IT or
telecoms connections without our consent, which we may refuse at our
absolute discretion.
16. Keys and Security
Any keys or entry cards which we let you use remain our property at all
times. You must not take 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 of 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.
17. 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.
18. 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.
19. 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
20. 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.
21. At the Start of Your Agreement
If for any reason we cannot provide the number of rooms 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
rooms you cannot use until they become available.
22. Suspension of Services
We may by notice suspend the provision of services (including access to
the accommodation) 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.
23. 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
staff, termination of our interest in the building containing the
business centre or otherwise unless we do so deliberately or are
negligent. We are also not liable for any failure until you have told
us about it and given us a reasonable time to put it right.
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:
- without limit for personal injury or death;
- up to a maximum of RMB7,500,000 (for any one event or series
of connected events) for damage to 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 RMB400,000 (whichever is the higher), in respect of
all other losses, damages, expenses or claims.
YOUR AGREEMENT
24. 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. We are giving you no
interest in property 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.
25. Duration
Your agreement lasts for the period stated in it and will then
automatically be renewed for successive periods equal to the initial
term but no less than 3 months until brought to an end by you or 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 matrix price
notified by us to you at the time of renewal. In all other respects
your agreement will renew on the same terms and conditions.
26. 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' 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.
27. Ending your Agreement Immediately
We may put an end to your agreement immediately by giving you notice
if:
- We have reason to suspect that you may not be able to pay fees
on time, and 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.
- 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 a three months; and
- indemnify us against all costs and losses we incur as a result
of the termination.
28. 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 business centre.
29. When your Agreement Ends
When your agreement ends:
- you are to vacate the accommodation immediately, leaving it in
the same condition as it was when you took it. As well as
recharging to you any costs that we reasonably incur putting
your accommodation back into this condition, we will also
charge you a fee for cleaning the accommodation based on our
standard rates at the time you vacate. If you leave any of
your own property in the business centre we may dispose of it
in any way we choose without owing you any responsibility for
it or any proceeds of sale;
- you must also enter into a Virtual Office Agreement with us on
our standard terms at the time for at least 3 months.
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.
30. 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 staff.
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.
31. Notices
All formal notices must be in writing.
32. Confidentiality
The terms of your agreement are confidential. Neither of us must
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.
33. Indemnities
Except where we are grossly negligent, you must indemnify us in respect
of all liability, claims, damages, loss and expenses which may arise:
- 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;
- from a third party in respect of our provision of services to
you;
- if you do not comply with the terms of your agreement
You must also pay any costs, including reasonable legal fees, which we
incur in enforcing your agreement.
34. 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 organisations which we
consider may be of interest to you.
Please be aware that countries outside EEC may not have laws in force
to protect your personal data.
35. Jurisdiction
Chinese law applies to this agreement. We both accept the non exclusive
jurisdiction of the Chinese courts.
FEES
In the following clauses any references to "fees" alone means all of
the standard service fee, pay-as- you-use fees, the Business Support
price, the Connectivity Services price, the Telecom Services price.
In certain locations monthly fees and services that are paid by credit
card will incur an administration charge. In Shanghai the
administration charge is 4%.
36. Standard Services
The standard service fee, the Business Support price (if applicable),
the Connectivity Services price (if applicable) and the Telecom
Services price (if applicable) plus tax in all cases, are payable 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.
37. 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.
38. Service Retainer
You will be required to pay a service retainer equivalent to 60 days
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 retainer, or any balance after deducting outstanding
fees and other costs due to us, will be returned to you as soon as you
have settled your account with us. We may require you to pay an
increased retainer if:
- outstanding fees exceed the retainer held
- you frequently fail to pay fees when due.
39. Late Payment
If you do not pay fees when due, we may charge interest at the rate of
2% per month on the amounts outstanding. If you dispute any part of an
invoice you must pay the amount not in dispute by the due date.
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.
40. Indexed Price Increase
We will increase your standard service fee on each and every
anniversary of the start date of your agreement by a percentage amount
equal to the increase in the Consumer Price Index announced by China
State Statistical Administration, or such other broadly equivalent
index which we substitute, over the previous calendar year plus 2%.
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 the Duration clause above.
41. Client Initials: _______________
