Terms & Conditions - Business and trade customers
Business Terms and conditions - Last Updated 01/05/2018
If you have a credit account with us please pay particular attention to
condition 6. Please note that we do not sell products for export outside the
United Kingdom.
- General
- 1.1
The Site is
operated by CCTV Empire Ltd (we). We are registered in England and Wales under
company number 08047515 and with our registered office at Unit 14 Sandbrook business park, Sandbrook Way, Rochdale, OL11 1RY. Our main trading address is as above. Our VAT
number is GB136529406.
- 1.2
You are registered with us as a
business customer and these are the terms and conditions of sale (the Terms)
that apply to transactions between you and us.
- 1.3
The Contract is the contract between
us and you for the sale by us and purchase by you of the Product in accordance
with these Terms. By purchasing any products from us (the Products) and by
using the Site or submitting orders in accordance with condition 2.3 you
acknowledge that you have read and you agree to be bound by and comply with
these Terms and that they supersede any alternative or previously used terms of
supply.
- 1.4
A working day is any day other than
weekends and bank or other public holidays.
- 1.5
In these Terms, the following rules
apply:
- 1.5.1
A person includes a
natural person, corporate or unincorporated body (whether or not having
separate legal personality).
- 1.5.2
A reference to a
party includes its personal representatives, successors or permitted assigns.
- 1.5.3
A reference to a
statute or statutory provision is a reference to such statute or provision as
amended or re-enacted. A reference to a statute or statutory provision includes
any subordinate legislation made under that statute or statutory provision, as
amended or re-enacted.
- 1.5.4
Any phrase
introduced by the terms including, include, in particular or any similar
expression shall be construed as illustrative and shall not limit the sense of
the words preceding those terms.
- 1.5.5
A reference to
writing or written includes faxes and emails.
- 1.6
You acknowledge that you have not
relied on any statement, promise or representation made or given by us or on
our behalf which is not set out in the Contract. Any representations about the
Products shall have no effect unless expressly agreed in writing and signed by
one of our authorised representatives.
- 1.7
Any samples, drawings, images, descriptive matter, or advertising issued by us and any descriptions or illustrations contained in our catalogues or brochures or on the Site are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or any other contract between you and us for the sale of the Products.
- 1.8
Your use of the site is governed by our Terms of Website Use. Please take the time to read these terms, as they include important terms which apply to you.
- 1.9
Our site is only intended for use by people resident in the United Kingdom (mainland and Northern Ireland only) and we reserve the right to not accept orders from individuals residents elsewhere.
- Purchase
of Products
- 2.1
The placing of a Product on our Site
is an invitation to accept offers for such Product and is not an offer to sell
at the listed price nor is it binding on us. We are under no obligation to
accept your order (whether or not the order has been acknowledged and payment
made).
- 2.2
By placing an order in accordance
with conditions 2.3, 2.4 and 2.5 below (Order), you will be deemed to be making
an offer to purchase Products from us in accordance with these Terms.
- 2.3
If we agree to allow you to open a
managed trade account (a Trade Account) with us you may email or telephone us
with your Order. You shall ensure that the terms of your Order are complete and
accurate. We will then manually input your Order into our system to process the
Order (such Orders shall be referred to as Manual Input Order(s)). You will
then be sent an order acknowledgement email containing details of your Manual
Input Order which you must check for any errors, this is your responsibility.
If you discover any errors you must notify us within 1 working day of the date
of the Order acknowledgement otherwise we will not be able to make changes to
the Order details and we are not responsible or liable to you for such errors
unless we have failed to correct them following notification from you received
within the 1 working day time limit.
- 2.4
After placing an Order, including
Manual Input Orders, you will receive an email from us acknowledging that we have
received your Order. Please note that this does not mean that your order has
been accepted.
- 2.5
All orders, including Manual Input
Orders, are subject to acceptance by us, we will notify you by email confirming
whether we have processed your payment (the Payment Confirmation). At the same
time, if we have accepted your Order, we will notify you of delivery dates. The
contract between us (Contract) will only be formed when we send you the Payment
Confirmation for your Order.
- 2.6
The Contract will relate only to
those Products which we have expressly confirmed in the Payment Confirmation.
We will not be obliged to supply any other Products which may have been part of
your Order until the acceptance of such Products has been confirmed in a
separate Payment Confirmation.
- 2.7
Any Order, including Manual Input
Orders, (whether or not accepted) is subject to availability of the Product. If
the Product becomes unavailable prior to delivery we will notify you as soon as
possible following the Payment Confirmation. Either us or you may then cancel
the part(s) of the Order relating to the unavailable Product (including those
Products which can be reasonably linked to the unavailable Product) or we will,
where possible, give you the choice of purchasing an alternative from us (an
Alternative). A full refund will be issued to you for all cancelled parts of
your Order after we have received from you or sent notification of cancellation
of the Order. If you choose to purchase an Alternative in accordance with this
condition 2.7 these Terms will apply. If an Alternative is chosen and payment
has already been taken for the Order we will refund to you any overpayment or,
in the case of an underpayment, you will pay us any additional sums due in
relation to the Alternative.
- 2.8
The price of the Products will be as
set out in condition 8. In the event that a Product is listed or quoted at an
incorrect price due to an error, we will notify you within 14 days of the
Payment Confirmation of the correct price by email, telephone or fax. Either us
or you may then cancel the part(s) of the Order relating to the incorrectly
priced Product (including those Products which can be reasonably linked to the
incorrectly priced Product) or you may purchase the incorrectly priced
Product(s) at the correct price. If you confirm you want to purchase the
Product at the corrected price we will then arrange delivery of the Product to
you. If payment has been taken for the Product and you cancel your Order we
will, on return of the Product (if the Product has been sent out) issue a
refund. If only some of the Products you ordered are mispriced it will not
affect the Order in relation to any Products which were priced correctly.
- 2.9
You accept that any Products
purchased which are listed as grade A, grade B, ex-display products or used
stock (meaning they may have slight cosmetic defects, be a factory refurbished
item or may have previously been sent out and sent back as an unwanted item)
have the warranty set out in condition 5.6.
- Delivery
- 3.1
The Products will be delivered to the
address you give when you place your Order (Delivery Location) however we
reserve the right not to make deliveries outside the United Kingdom.
- 3.2
Any dates quoted for delivery are
approximate only, and the time of delivery is not of the essence. We will not
be liable for any delay in delivery of the Products that is caused by a Force
Majeure Event (as defined in condition 15), your failure to provide us with
adequate delivery instructions or any other instructions that are relevant to
the supply of the Products or make the Delivery Location available to us.
- 3.3
Risk in the Products passes to you
when the Products are signed for at the Delivery Location (including Manual
Input Orders). We accept no responsibility for any damage to or loss of the
Products after the risk passes.
- 3.4
It is your responsibility to check
the Products upon delivery. Upon receipt of your Order you will be asked to
sign for the Products confirming receipt in good condition. If the Products do
not appear to be in good condition then please refuse the delivery. If you are
unable to check the contents of your delivery at the point of delivery then
please sign for the parcel as “unchecked”. Failure to do so may affect any
warranty or other claims that you make thereafter.
- 3.5
We will inform you as soon as
possible after Payment Confirmation if we are unable to deliver the Products to
you on the date requested by you and we will, in consultation with you, set an
alternative delivery date or period. We shall not be liable to you for any
damage or loss you incur as a result of delay in delivery.
- 3.6
If you fail to accept delivery of the
Products and without prejudice to any other rights and remedies available to
us, we may store the Products until delivery takes place, and charge you for
all related costs and expenses (including insurance) and after a period of 21
working days resell or otherwise dispose of part or all of the Products and,
after deducting reasonable storage and selling costs (including, without limitation,
insurance), account to you for any excess over the price of the Products or
charge you for any shortfall below the price of the Products.
- 3.7
The quantity of any consignment of
Products as recorded by us upon despatch shall be conclusive evidence of the
quantity received by you on delivery unless you can provide conclusive evidence
proving the contrary.
- 3.8
We shall not be liable for any
non-delivery of Products (even if caused by our negligence) unless you give
written notice to us of the non-delivery within 2 working days of the date when
the Products would in the ordinary course of events have been received.
Our liability for non-delivery of the
Products shall be limited to replacing the Products within a reasonable time or
issuing a credit note at the pro rata Contract rate against any invoice raised
for such Products. Please note that we ask that you use any credit note within
2 years of the date of issue.
- Title/Risk
- 4.1
Risk in the Products shall pass to
you in accordance with condition 3.3.
- 4.2
Title to the Products shall not pass
to you until the later of the following:
- 4.2.1
we have received
payment in full (in cash or cleared funds) for the Products and all other sums
which are or which become due to us for sales of the Products or any other products
to you; or
- 4.2.2
completion of
delivery by our carrier.
- 4.3
Until title to the Products has
passed to you, you shall:
- 4.3.1
hold the Products
on a fiduciary basis as our bailee;
- 4.3.2
store the Products
separately from all other goods held by you so that they remain readily
identifiable as our property;
- 4.3.3
not remove, deface
or obscure any identifying mark or packaging on or relating to the Products;
- 4.3.4
maintain the
Products in satisfactory condition and keep them insured against all risks for their
full price from the date the risk passes to you in accordance with condition
3.3;
- 4.3.5
notify us
immediately if you become subject to any of the events listed in condition 7.2;
and
- 4.3.6
give us such
information relating to the Products as we may require from time to time, but
you may resell or use the Products in the ordinary course of your business.
- 4.4
If before title to the Products
passes to you, you become subject to any of the events listed in condition 7.2,
or we reasonably believe that any such event is about to happen and notify you
accordingly, then, provided that the Products have not been resold, or
irrevocably incorporated into another product, and without limiting any other
right or remedy we may have, we may at any time require you to deliver up the
Products and, if you fail to do so promptly, enter any of your premises or of
any third party premises where the Products are stored in order to recover
them.
- Defective
Products and Warranty
- 5.1
Where we are not the manufacturer of
the Products, we will endeavour to transfer to you the benefit of any warranty
or guarantee given to us in relation to the Products.
- 5.2
Subject to conditions 2.9 and 5.6, we
warrant on delivery and for a period of 28 days from the date of delivery
(warranty period), the Products shall:
- 5.2.1
conform in all
material respects with their description;
- 5.2.2
be reasonably fit
for purpose; and
- 5.2.3
be reasonably fit
for any particular purpose for which the Products are being bought if you have
made known that purpose to us in writing and we have confirmed in writing that
the Products are fit for use for that purpose, following the 28 day period, the
Products will be subject to the terms of the manufacturer’s warranty. Such
warranties will vary from Product to Product.
- 5.3
Subject to condition 5.4 if:
- 5.3.1
you give notice in
writing to us as soon as possible following (but in any event no later than 48
hours after) discovery that some or all of the Products do not comply with the
warranty set out in condition 5.2; and
- 5.3.2
we are given a
reasonable opportunity of examining such Products; and
- 5.3.3
you make available
such Products for collection by us or our nominated representative or (if asked
to do so by us) return such Products to our place of business at our cost using
our nominated carrier,
- 5.3.4
we shall, at our
option, repair or replace the defective Products, we will usually process your
repair or replacement as soon as possible and, in any case, within 30 days of
receiving the defective Product. After 3 months from shipment date CCTV Empire,
as a way of speeding up the repair process, reserve the right to replace your
faulty unit with a refurbished or reconditioned product which will carry the
remainder of the warranty period. This replacement will be of same or better
specification. If you are entitled to a repair or replacement of a defective
Product we will not charge you for redelivery of the repaired or replaced
Product. For Hikvision 3yr CCTV warranty products
Year 1= Original invoice price,
Year 2 = 66% of orignal invoice price,
Year 3 = 33% of original invoice price,
or you can request a repair but this can take upto 26week.
- 5.4
We shall not be liable for Products’
failure to comply with the warranty set out in condition 5.2 if:
- 5.4.1
you or your
customer make any further use of such Products after giving notice in
accordance with condition 5.3; or
- 5.4.2
the defect arises
because of a failure to follow the oral or written instructions as to the
storage, commissioning, installation, use and maintenance of the Products or
(if there are none) good trade practice; or
- 5.4.3
the defect arises
as a result of us following a specification supplied by you; or
- 5.4.4
you alter or repair
such Products without our written consent (including thecutting or removal of cables etc); or
- 5.4.5
the defect arises
as a result of fair wear and tear, wilful damage, negligence, or abnormal
storage or working conditions.
- 5.5
Except as provided in this condition
5 and condition 10, we shall have no liability to you in respect of the
Products' failure to comply with the warranty set out in condition 5.2.
- 5.6
Grade A, Grade B and Ex Display
Products are highlighted as being such on our Site at the time you place your
Order. For such products, given that no manufacturer’s warranty is available,
the warranty and condition 5.2 shall be 90 days for grade A and ex-display and
30 days for grade B. Where products are grade A, grade B, ex-display or used
stock it will be noted in the Product description on the site.
- 5.7
You must check the Products on
delivery and notify us promptly of any problems or issues and in any event
within 2 working days of delivery by email or phone if you have a Trade Account
or, otherwise, via the Returns section on the Site and return the Products to
us within 7 working days of such notification from you by following our Returns
Online procedure. Please note that risk of the Products in transit rests with
you by virtue of condition 3.3.
- 5.8
Please note that any Products
returned to us which you claim to be defective will be checked and verified by
our technicians. Any returned Products that are not found to be defective will
be returned to you and we may charge you for the returned transport costs via
your original payment method or hold the Products until full payment has been
received by us for the return transport costs.
- 5.9
Any Products that you return to us
are returned at your own risk, therefore you should take reasonable care that
any Products to be returned are fully insured, correctly addressed and
adequately.
- 5.10
For Products to be exchanged or
replaced, any additional payments required will be taken from you using the
same payment method as for the original purchase made by you. Replacement Products
will not be despatched until such payment has been received.
- 5.11
Any refunds given under this Contract
will only be made to the account(s) from which payment for the Products was
received.
- 5.12
Where we agree to accept unwanted
Products back from you we reserve the right to charge you a re-stocking fee of
the higher of 20% of the Product sales price or the sum of £20 which you agree
to pay upon re-stocking. Any such returned Products must be unopened and in a
fully resalable condition and if they are not or you have not paid the
re-stocking fee we may refuse to accept the Products back. You have 5 working
days in which to return unwanted Products.
- 5.13
For faulty product, returns will only
be accepted if the product itself is deemed to be defective by the manufacturer
in accordance with the End-User Licence Agreement
- Credit
Accounts Orders
- 6.1
You may apply to us in writing to set
up a credit trade account which we may grant or refuse in our absolute
discretion (Credit Account).
- 6.2
If you have a Credit Account you will
not have to pay the full sum upon ordering but may pay for any Products ordered
by you by the 30th day of the month following the invoice date. All Credit
Accounts which are also Trade Accounts are subject to condition 8.2.
- 6.3
If you do not pay on time we may
(without prejudice to our other rights and remedies) suspend your account
and/or withdraw the Credit Account in our absolute discretion at any time by
email notification to you and also charge interest in accordance with condition
8.5.
- 6.4
For the avoidance of doubt, if you
hold a Credit Account the provisions of this condition 6 apply in addition to
the other Terms and also in addition to the Credit Account terms and conditions
which have been provided when you open a Credit Account with us but if there is
any conflict between the provisions of this condition 6 and the Terms, this
condition 6 shall prevail for those with a Credit Account.
- Insolvency/Incapacity
- 7.1
If you become subject to any of the
events listed in condition 7.2, or we reasonably believe that you are about to
become subject to any of them and notify you accordingly, then, without
limiting any other right or remedy available to us, we may cancel or suspend
all further deliveries under the Contract or under any other contract between
us and you without incurring any liability to you, and all outstanding sums in
respect of Products delivered to you shall become immediately due.
- 7.2
For the purposes of condition 7.1,
the relevant events are:
- 7.2.1
a material breach
by you of any of your obligations under this Contract; or
- 7.2.2
you suspend, or
threaten to suspend, payment of your debts or are unable to pay your debts as
they fall due or admit inability to pay your debts or (being a company) are
deemed unable to pay your debts within the meaning of section 123 of the
Insolvency Act 1986, or (being an individual) are deemed either unable to pay
your debts or as having no reasonable prospect of so doing, in either case,
within the meaning of section 268 of the Insolvency Act 1986, or (being a
partnership) have any partner to whom any of the foregoing apply; or
- 7.2.3
you commence
negotiations with all or any class of your creditors with a view to
rescheduling any of your debts, or makes a proposal for or enter into any
compromise or arrangement with yours creditors; or
- 7.2.4
(being an
individual) you are the subject of a bankruptcy petition or order; or
- 7.2.5
one or more of your
creditors or encumbrancers attaches or takes possession of, or a distress,
execution, sequestration or other such process is levied or enforced on or sued
against, the whole or any part of your assets and such attachment or process is
not discharged within 14 days; or
- 7.2.6
(being a company) a
petition is filed, a notice is given, a resolution is passed, or an order is
made, for or in connection with your winding up, other than for the sole
purpose of a scheme for a solvent amalgamation with one or more other companies
or your solvent reconstruction;
- 7.2.7
(being a company)
an application is made to court, or an order is made, for the appointment of an
administrator or if a notice of intention to appoint an administrator is given
or if an administrator is appointed over you; or
- 7.2.8
(being a company) a
floating charge holder over your assets has become entitled to appoint or has
appointed an administrative receiver; or
- 7.2.9
a person becomes
entitled to appoint a receiver over your assets or a receiver is appointed over
your assets; or
- 7.2.10
any event occurs,
or proceeding is taken, with respect to you in any jurisdiction to which it is
subject that has an effect equivalent or similar to any of the events mentioned
in conditions 7.2.1 to 7.2.9 (inclusive); or
- 7.2.11
you suspend,
threaten to suspend, cease or threaten to cease to carry on all or
substantially the whole of your business; or
- 7.2.12
(being an
individual) you die or, by reason of illness or incapacity (whether mental or
physical), are incapable of managing your own affairs or become a patient under
any mental health legislation.
- Prices
and Payment
- 8.1
The prices for the Products and
delivery are as set out on the Site at the time of purchase or in the case of
Manual Input Orders are as set out in our quotation or Order acknowledgement.
In addition to the price you may be required to pay a delivery charge for the
Products details of which are displayed on our Site or in the case of Manual
Input Orders are as set out in our quotation or Order acknowledgement. Payment
is due at the time of Order unless you have a Credit Account as set out in
condition 6.
- 8.2
Time for payment is of the essence of
the Contract.
- 8.3
The price for the Products shall be
exclusive of any value added tax and all costs or charges in relation to
packaging, loading, unloading, carriage and insurance, all of which amounts you
shall pay in addition when you are due to pay for the Products.
- 8.4
If you fail to pay us any sum due
pursuant to the Contract, you shall be liable to pay interest to us on such sum
from the due date for payment at the annual rate of 4% above the base rate from
time to time of Bank of England, accruing on a daily basis until payment is
made, whether before or after any judgment. We reserve the right to claim
interest under the Late Payment of Commercial Debts (Interest) Act 1998.
- 8.5
Payments may also be made by credit
or debit card, by BACS transfer, by PayPal, via your trade account or by cheque
and we shall not despatch any Products until we receive cleared funds. No
payment shall be deemed to have been received until we have received cleared
funds. For the avoidance of doubt, payments by cash will not be accepted.
- 8.6
If you pay as set out in condition
8.6, your payment will be processed by a secure connection at the time you
place your Order on the relevant section of the Site.
- Export
Terms
We do not sell Products for export
outside the United Kingdom.
- Limitation
of our liability
- 10.1
In respect of any breach of
conditions 5.2 and 5.7 our entire liability shall be limited, to the extent
that the cause of action relates to the items purchased on our Site, to (at our
option):
- 10.1.1
repairing or
replacing the Products; or
- 10.1.2
refunding the
amount paid by you in respect of the Products purchased.
- 10.2
Subject to conditions 10.1 and 10.3
our aggregate liability in respect of all causes of action arising out of or in
connection with the Products purchased under these Terms (whether for breach of
contract, in negligence or any other tort, under statute or otherwise at all)
will not exceed an amount equal to the value of the Products delivered to you
under these Terms.
- 10.3
Notwithstanding anything in these
Terms we do not exclude liability for:
- 10.3.1
death or personal
injury caused by our negligence or the negligence of our employees, agents or
subcontractors;
- 10.3.2
under section 2(3)
of the Consumer Protection Act 1987;
- 10.3.3
fraud or fraudulent
misrepresentation;
- 10.3.4
breach of the terms
implied by section 12 of the Sale of Goods Act 1979;
- 10.3.5
for any deliberate
breaches of these Terms by us that would entitle you to terminate the Contract
between us; or
- 10.3.6
for any matter for
which it would be illegal for us to exclude, or attempt to exclude, our
liability.
- 10.4
We will not be liable for any
indirect or consequential losses or for any of the following types of loss
whether caused by tort (including negligence), breach of contract or otherwise,
even if foreseeable:
- 10.4.1
loss of income or
revenue;
- 10.4.2
loss of business;
- 10.4.3
loss of profits or
contracts;
- 10.4.4
loss of anticipated
savings; or
- 10.4.5
loss of data.
- Complaints
Procedure
We are very proud of our high
standards of customer service however, in the event that we fail in meeting
these standards, please do not hesitate to contact us at the address CCTV
Empire LTD, Unit 14 Sandbrook Business Park, Sandbrook Way, Rochdale, OL11 1RY. Our aim will
always be to deal with your complaint as soon as possible and make every effort
to reach a satisfactory conclusion on your behalf in order to retain your
valued custom.
- Entire
Agreement
These Terms represent the entire
understanding relating to the use of the Site and supersede all other
statements, representations or warranties (whether written, made by email or
oral) made by us. Nothing in these Terms shall affect the liability of either
party in respect of any misrepresentation, warranty or condition that it makes
fraudulently. Any rights not expressly granted in these Terms are reserved by
us.
- Severance
If any provision of these Terms is
found to be invalid or unenforceable by a court, it will be severed from the
rest of these Terms which shall remain unaffected.
- Third
Party Rights
A person who is not a party to this
Contract is not entitled to enforce any of its terms under the Contracts
(Rights of Third Parties) Act 1999.
- Force
Majeure
- 15.1
We will not be liable or responsible
for any failure to perform, or delay in performance of, any of our obligations
under a Contract that is caused by events outside our reasonable control (Force
Majeure Event).
- 15.2
A Force Majeure Event includes any
act, event, non-happening, omission or accident beyond our reasonable control
and includes in particular (without limitation) the following:
- 15.2.1
strikes, lock-outs
or other industrial action;
- 15.2.2
civil commotion,
riot, invasion, terrorist attack or threat of terrorist attack, war (whether
declared or not) or threat or preparation for war;
- 15.2.3
fire, explosion,
storm, flood, earthquake, subsidence, epidemic or other natural disaster;
- 15.2.4
impossibility of
the use of railways, shipping, aircraft, motor transport or other means of
public or private transport;
- 15.2.5
impossibility of the
use of public or private telecommunications networks;
- 15.2.6
the acts, decrees,
legislation, regulations or restrictions of any government.
- 15.3
Our performance under any Contract is
deemed to be suspended for the period that the Force Majeure Event continues,
and we will have an extension of time for performance for the duration of that
period. We will use our reasonable endeavours to bring the Force Majeure Event
to a close or to find a solution by which our obligations under the Contract
may be performed despite the Force Majeure Event.
- Variation
We may vary these Terms in relation
to future sales from time to time by publishing new Terms on the Site or by
otherwise notifying you of our new Terms.
- Notices
All notices given by you should be
sent to us using one of the following methods of communication:
- 17.1
Post: CCTV Empire LTD,
- 17.2
Email
We may give notice to you at either
the email or postal address you provide to us when placing an Order. Notice
will be deemed received and properly served 24 hours after an email is sent, or
three days after the date of posting of any letter. In proving the service of
any notice, it will be sufficient to prove, in the case of a letter, that such
letter was properly addressed, stamped and placed in the post and, in the case
of an email that such email was sent to the specified email address of the
addressee.
- Our
right to vary these Terms
- We
have the right to revise and amend these Terms from time to time to
reflect changes in market conditions affecting our business, changes in
technology, changes in payment methods, changes in relevant laws and
regulatory requirements and changes in our system’s capabilities.
- You
will be subject to the policies and Terms in force at the time that you
order Products from us, unless any change to those policies or these
Terms is required to be made by law or governmental authority (in which
case it will apply to Orders previously placed by you), or if we notify
you of the change to those policies or these Terms before we send you the
Payment Confirmation (in which case we have the right to assume that you
have accepted the change to the Terms, unless you notify us to the
contrary within seven working days of receipt by you of the Products).
- Law
and Jurisdiction
These Terms will be governed by and construed in accordance with the
laws of England. Disputes arising in relation to this Site or these Terms shall
be subject to the exclusive jurisdiction of the courts of England and Wales.
