STANDARD TERMS OF BUSINESS
1.1 In these Terms, the following definitions apply:
Appointment: the engagement of the Supplier by the Customer in accordance with the Terms and the Engagement Letter.
Business Day: a day (other than a Saturday, Sunday or public holiday in England) when banks in London are open for business.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Terms and the Engagement Letter.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Customer: the person or firm who purchases Services from the Supplier, as further described in the Engagement Letter.
Engagement Letter: the letter from the Supplier to the Customer (including any schedules to the letter) setting out the Services and incorporating the Terms.
Fee: the fee set out in the Engagement Letter.
Fee Interval: the intervals at which fees are payable by the Customer, as set out in the Engagement Letter.
Input Material: any document or other materials, and any data or other information provided by the Customer in relation to the Services.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Project: the project (if any) on which the Supplier is engaged by the Customer (further details of which are set out in the Engagement Letter).
Retainer: the appointment of the Supplier on a retained basis (as set out in the Engagement Letter).
Services: the services supplied by the Supplier to the Customer as set out in the Engagement Letter and any additional services as agreed between the Supplier and the Customer.
Start Date: the start date for the Services as set out in the Engagement Letter.
Supplier: the supplier of the Services as set out in the Engagement Letter.
Supplier Materials: has the meaning set out in clause 5.1(f).
Terms: these standard terms of business, as amended from time to time in accordance with clause 15.8.
Termination Date: the date on which this Contract is terminated in accordance with clause 13.
In these Terms, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) the clause headings are included for convenience only and shall not affect the interpretation of these Terms;
(c) use of the singular includes the plural and vice versa;
(d) a reference to a party includes its personal representatives, successors or permitted assigns;
(e) a reference to a statute or statutory provision is a reference to such statute or statutory 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;
(f) 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; and
2. Commencement and Duration
This Contract supersedes any previous contract between the parties, and takes effect from the Start Date and shall continue until terminated in accordance with clause 12 of these Terms.
3. Basis of Contract
3.1 The Contract constitutes the entire contract between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
3.2 Any samples, drawings, descriptive matter or advertising issued by the Supplier, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
4. Supply of Services
4.1 The Supplier shall supply the Services to the Customer in accordance with the Engagement Letter and these Terms.
4.2 The Customer will give the Supplier a clear brief of what is required within the scope of the Services before the Supplier commences the provision of the Services.
4.3 The Customer will provide the Supplier with all necessary Input Material to enable the Supplier to provide the Services, and will ensure the completeness and accuracy of all such Input Material.
4.4 The Supplier shall use reasonable endeavours to meet any performance dates specified in the Engagement Letter, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.5 If, at the Customer’s request, the Supplier provides services in addition to or of a broader scope than the Services, the Supplier reserves the right to charge an additional or increased fee according to the nature of the additional work and time involved. Wherever practicable, the Company will agree any such additional charges with the Customer prior to such services being commenced.
4.6 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
4.7 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. Where the provision of the Services requires that the Supplier is bound by the ethical guidelines of the Association of Chartered Certified Accountants, it will observe and act in accordance with those guidelines.
4.8 Unless otherwise agreed between the parties, the Supplier will submit to the Customer for prior approval drafts of all press releases, statements and other public communications, and the Customer’s approval of any such drafts will be sufficient authority for the Supplier to take all such actions and incur such expenses in relation to the drafts as the Supplier reasonably considers to be in the interests of the Customer in provision of the Services.
4.9 During the course of the Services, the Supplier may collect information from the Customer and others acting on the Customer’s behalf. The Supplier will return any original documents to the Customer on request. Documents and records relevant to the Customer’s tax affairs are required by law to be retained for 6 years form the end of the relevant accounting period (this period may be extended if so requested by the relevant taxation authority). The Supplier reserves the right to destroy correspondence and other papers that it stores (electronically or otherwise) which are more than 7 years old. The Customer must inform the Supplier in writing if it requires the return or retention of any documents for a longer period.
5.1 The Customer shall:
(a) ensure that the scope of the Services in the Engagement Letter is complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
(f) keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
(g) comply with any additional obligations as set out in the Engagement Letter.
5.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) the Supplier shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 5.2. In particular, the Supplier shall not be responsible for any losses, penalties, surcharges, interest or additional tax liabilities arising from the supply by the Customer or third parties of incorrect or incomplete information, or from the failure of the Customer (or any third parties) to supply any necessary information or the Customer’s failure to act on the Suppliers advice or respond promptly to communications from the Supplier or any regulatory authority; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
6.1 The Fee for the Services shall be payable as follows:
(a) In the case of a Retainer: in advance by the Customer at the Fee Intervals within 7 days of receipt of an invoice from the Supplier. The Supplier will invoice the Customer on the Start Date and at each Fee Interval thereafter (Invoice Date); or
(b) In the case of a Project: as set out in the Engagement Letter and within 7 days of receipt of an invoice from the Supplier.
6.2 If a Retainer terminates on a day other than an Invoice Date, the Fee payable will be calculated pro rata to the nearest day according to the time expired since the last Invoice Date.
If a Project terminates early, the Supplier shall be entitled to a reasonable fee for the work carried out up to the date of termination. If a Project continues beyond the initial anticipated period as provided for in the Engagement Letter the Supplier shall be entitled to charge a reasonable additional fee to the Customer for the work performed on the Project after that date.
The Supplier reserves the right to increase the Fee provided that the Fee may not be increased more than once in any 12 month period. The Supplier will give the Customer written notice of any such increase 1 month before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 2 weeks of the date of the Supplier’s notice and the Supplier shall have the right without limiting its other rights and remedies to terminate the Contract on 2 weeks’ notice.
6.3 The Supplier may incur costs and disbursements in connection with the Services and these may include, without limitation, subscriptions to press cuttings agencies, relevant hospitality, purchase of publications, professional costs, broadcast media transcripts, travel, accommodation, telecommunications, document handling charges, distribution costs and postage.
6.4 All such costs and disbursements which are invoiced to the Supplier will be payable by the Customer in addition to the Fee and will be subject to a disbursement charge of 20%.
6.5 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
6.6 The Customer shall pay each invoice submitted by the Supplier within 7 days of the date of the invoice and in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
6.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT) or any overseas tax that may be applicable. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.8 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 4% per cent per annum above the then current base rate of Barclays Bank PLC accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly. The Customer shall pay the interest together with the overdue amount.
7. Intellectual Property Rights
7.1 The Customer shall retain all Intellectual Property Rights in and to the Input Materials, and hereby grants the Supplier a non-exclusive licence to use, develop, copy and modify all or any part of such Input Materials for any purposes reasonably required by the Supplier in respect of its performance of the Services.
7.2 The Supplier agrees that all Intellectual Property Rights in documents produced for the Customer as a result of the performance of the Services shall be owned by the Customer on delivery thereof, subject to the full payment of all invoices pursuant to this Contract, and the Supplier hereby assigns to the Customer all its Intellectual Property Rights in such documents.
7.3 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
7.4 Notwithstanding the foregoing all Supplier Materials are the exclusive property of the Supplier.
(a) offer employment to, enter into a contract for the services of, or attempt to entice away from, the Supplier, any individual who is at the time of the offer or attempt, and, if relevant, was at the end of the Appointment, employed or directly or indirectly engaged by the Supplier to provide the Services and such individual is known to the Customer; or
(b) procure or facilitate the making of any such offer, contract or attempt by any other person.
8.2 If the Customer breaches the term of clause 8.1, the Customer will, in relation to each breach, pay to the Supplier on demand a sum equal to 50% of the base annual salary or annual fee of each such employee or individual (as the case may be) to which the breach relates. The parties agree that such sum is a genuine pre-estimate of the loss likely to be suffered by the Supplier. The payment of any such sum shall not prejudice the Supplier’s rights to seek other legal remedies such as injunctive relief. This clause shall survive the termination of the Contract.
9.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 9 shall survive termination of the Contract.
9.2 The obligations of confidentiality contained in clause 9.1 shall not apply to any information which:
(a) is disclosed by the Supplier (as the Receiving Party) in the proper performance of the Services;
(b) is or becomes generally known to third parties (other than as a result of a breach of the provisions of this Contract);
(c) is already lawfully in, or which comes lawfully into, the Receiving Party’s possession other than under this Contract;
(d) is disclosed with the Disclosing Party’s prior written approval (to the extent and for the purpose so approved;
(e) is disclosed pursuant to an order of a court of competent jurisdiction or by any governmental or regulatory authority;
(f) (where the Supplier is the Receiving Party) is disclosed to the Supplier’s insurers or to an independent reviewer as part of an external review (in which case the independent reviewer will be bound by the same requirements of confidentiality as is set out in this clause 9);
(g) is received from a third party who owes no obligation of confidentiality; or
(h) is independently developed by the Receiving Party.
9.3 The obligations of confidentiality contained in clause 9.1 shall subsist for the duration of the Appointment and a period of one year following the termination of the Appointment.
9.4 Subject to the provisions of this clause 9, the Supplier reserves the right, for the purpose of promotional activity, training or for other business purposes, to disclose the fact that the Customer is a client of the Supplier.
10. Warranties and Liability
10.1 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill except in the case of goods and/or services supplied by a third party, in which case the Supplier will, where possible, use reasonable endeavours to assign to the Customer the benefit of any warranty, guarantee or indemnity given by the third party to the Supplier.
(a) is complete, accurate and legible; and
(b) does not infringe the Intellectual Property Rights or other rights of any third party (including where such infringement arises out of the combination of such Input Material with any other materials).
10.3 Where the Customer fails to provide Input Material in accordance with clause 10.2 it shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including and direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable profession costs and expenses) suffered or incurred by the Supplier as a result of this breach.
10.4 The Supplier will have no liability to the Customer for any breach of this Contract caused by the Customer’s failure to comply with clause 10.2.
10.5 The Supplier is not liable for any claim by the Customer relating to the performance (or non-performance) of the Services (Claim) unless the Customer has given the Supplier notice in writing of the Claim summarising the nature of the Claim as far as is known to the Customer within a period of 12 months of the circumstances giving rise to the Claim and has raised an action in a court of law within a period of two years of such notification.
10.6 If the Customer breaches any of its obligations under this Contract and there is a claim made or threatened against the Supplier by a third party, the Customer shall indemnify the Supplier against any loss, damage, claim, expense (including legal and other professional fees) or liability incurred by the Supplier which results from or is connected with any such breach.
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
11.2 Subject to clause 11.1:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the fees paid in the 12 months prior to the date of notification of such claim to the Supplier, or if less than 12 months the fees paid or payable during the initial 12 month period of the Contract.
11.3 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.4 This clause 11 shall survive termination of the Contract.
12.1 In the case of a Retainer, either Party will be entitled to terminate the Contract at any time by giving written notice to the other of not less than three months except (i) in the event of a change of Control of the Customer (or at any time prior to such change of Control, after a prospective purchaser has made an offer (whether formal or informal) to purchase a majority of the assets or the issued share capital of the Customer, in which case the notice period from the Customer to the Supplier shall be extended to six months, or (ii) in accordance with clause 6.2.
(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) a creditor or encumbrancer of the other party 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 its assets and such attachment or process is not discharged within 14 days;
(f) 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 the other party;
(g) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(b) to clause 12.2(j) (inclusive); or
12.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if(i) the Customer fails to pay any amount due under this Contract on the due date for payment, (ii) the Customer fails to supply information which is required by the Supplier to complete due diligence checks or the information that is supplied is either false or misleading; or (iii) if the Supplier considers it necessary or appropriate to terminate the Contract because of a conflict of interest.
12.4 Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 12.2(b) to clause 12.2(j) (inclusive), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
13.1 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return any Supplier Materials or other materials which are the products of the performance of the Services which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
14. Conflicts of interest
The Supplier may act at any time for many clients. It is possible that some of those clients will operate in the same industry or sector as the Customer. The Customer agrees that any such conflict or potential conflict shall not prevent it from acting for current or future clients who are, or may in the future, be in this position. In these circumstances, the Supplier shall, if it deems it necessary, put in place appropriate safeguards to protect the interests of the Customer.
15.1 Data Protection
We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data about you. In order to carry out the Services and for related purposes such as updating and enhancing our records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention, we may obtain, process, use and disclose personal data about you.
15.2 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents the Supplier from providing any of the Services for more than two weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
15.2 Assignment and subcontracting:
(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
(c) This clause 15.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15.6 No partnership:
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
15.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
15.8 Variation: Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.
15.9 Governing law and jurisdiction:
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.