TERMS AND CONDITIONS (Effective 18 March 2022)
These Terms and Conditions apply to the use of our online booking platform subscription service (“Service”).
Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Account” means an account required to access and use the Service, as detailed in Clause 4;
“Calenda r” means an online calendar which is made available to manage bookings as part of the Service;
“Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, the Service;
“Contract ” means the contract between Us and you for the Service, as explained in Clause 3
“Licence” means a licence to access a single Calendar;
“Order” means your order for a Subscription;
“Subscription Confirmation” means Our acceptance and confirmation of your Order;
“Subscription” means a subscription (or free trial access) to access the Service;
“User” means a user of the Service;
“User Content” means any text, graphics, images, audio, video, software, data compilations, names, addresses, description of services, working hours, contact details and any other form of information capable of being stored in a computer that appears on or forms part of this Website or forms part of the Service created and/or uploaded by Users in or to the Service;
“We/Us/Our” means Kentech Softwate Solutions LTD trading as mybridal, a limited company registered in England, company number 10662670, whose registered address is 6 George Street, Driffield, North Humberside, United Kingdom, YO25 6RA.
“Website” means https://www.mybridalsoftware.com/
2. Information About Us
2.1 The Service is provided by Kentech Softwate Solutions LTD trading as mybridal, a limited company registered in England, company number 10662670, whose registered address is 6 George Street, Driffield, North Humberside, United Kingdom, YO25 6RA. Our VAT number is 265757856.
3. Your Contract with us
3.1 You will be guided through the Subscription process when you make a purchase. Before confirming a purchase, you will be given the opportunity to review your chosen Subscription and amend any errors in your Order. Please ensure that you check carefully before confirming your purchase.
3.2 No part of the Service, website or any other material constitutes a contractual offer capable of acceptance. By purchasing a Subscription, you are making Us a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending you a Subscription Confirmation by email. Only once We have sent you a Subscription Confirmation will there be a legally binding contract between Us and you (the “Contract”).
3.3 Subscription Confirmations contain the following information:
3.3.1 Confirmation of your chosen Subscription including full details of the main characteristics and features of the Service available as part of that Subscription;
3.3.2 Fully itemised pricing, which shall include VAT unless stated otherwise including, where appropriate, taxes and other additional charges; and
3.3.3 Details of the duration of your Subscription.
3.4 If We do not accept or cannot process your Subscription purchase for any reason, no payment will be taken under normal circumstances. If We have taken payment in such circumstances, the payment will be refunded to you as soon as possible and in any event within 14 calendar days.
3.5 By purchasing a Subscription, you are expressly requesting that you wish access to the Service to be made available to you immediately. If you are a consumer, this will result in your right to cancel during the “cooling-off” period being lost. Please be aware that We do not offer any Subscriptions that do not begin immediately. For more details of cancellation, please refer to Clause 8.
4. Access and Changes to the Service
4.1 Access to the Service requires a Subscription and an Account. Each Subscription includes a Licence. Upon purchasing a Subscription and creating an Account, the Service (and Licence) will be available to you for the duration of that Subscription and any and all subsequent renewals.
4.2 We may from time to time make changes to the Service:
4.2.1 Minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue;
4.2.2 Minor changes may be made to reflect changes in the law or other regulatory requirements; and
4.2.3 We will continue to develop and improve the Service over time, in some cases making significant changes to it. You will be kept fully informed of any and all significant changes.
4.3 We will always aim to ensure that the Service is available at all times. In certain limited cases, however, We may need to temporarily suspend availability to make certain changes outlined under sub-Clause 4.2. Unless We are responding to an emergency or an urgent issue, We will inform you in advance of any interruptions to the availability of the Service.
4.4 We make all reasonable efforts to ensure that all general descriptions of the Service are accurate. There may, however, be minor variations from descriptions from time to time
5.1 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
5.2 We recommend that you choose a strong password for your Account, consisting of a combination of lowercase and uppercase letters, numbers and symbols. It is your responsibility to keep your password safe. You must not share your Account with anyone else. If you believe your Account is being used without your permission, please contact Us immediately. We will not be liable for any unauthorised use of your Account.
5.3 You must not use anyone else’s Account.
5.4 Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018 (DPA 2018) and regulations made under it, the UK GDPR (as defined in the DPA 2018) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended(together referred to as “Data Protection Legislation”).
6.1 We make all reasonable efforts to ensure that all general descriptions of the services available from Us (specifically, Our Booking Service) correspond to the actual services that will be provided to you. There may, however, be minor variations from descriptions from time to time.
6.2 After completing the Subscription process, you will be sent a confirmation email confirming your purchase price and subscription details.
6.3 All pricing information is correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary.
6.4 All prices include VAT, unless stated otherwise.
7.1 Payment for Subscriptions will be due at the time of purchase. Your chosen payment method will be billed immediately upon confirmation of your Subscription.
8.1 You may cancel at any time in the following limited circumstances and you may be entitled to a full or partial refund for services or digital content not provided:
8.1.1 We have incorrectly described the Service or it is faulty (please refer to Clause 15 for more details); or
8.1.2 We have informed you of an upcoming change to the Service or to these Terms and Conditions that you do not agree to; or
8.1.3 We have informed you of an error in the price or description of your Subscription or the Service and you do not wish to continue; or
8.1.4 There is a risk that the availability of the Service may be significantly delayed due to events outside of Our control; or
8.1.5 We have breached these Terms and Conditions or have in any way failed to comply with Our legal obligations to you.
8.2 Auto-renewing Subscriptions can be cancelled at any time, however (subject to sub-Clause 8.1), no refunds can be provided and you will continue to have access to the Service for the duration of the remainder of the Subscription period you are currently in. Cancelling an auto-renewing Subscription only prevents it from being auto-renewed.
8.3 To cancel a Subscription for any of the reasons above, please inform us by email at firstname.lastname@example.org.
8.4 We may ask you why you have chosen to cancel your Subscription and may use any answers you provide to improve Our Service in the future, however please note that you are under no obligation to provide any details if you do not wish to.
8.5 Any and all refunds due to you will be made no later than 14 calendar days after the date on which We acknowledge your cancellation. Refunds will be made to your original payment method.
8.6 We reserve the right to cancel your Subscription and/or close your Account. If We take such action, you will be notified by email and We will provide an explanation for the cancellation and/or closure. If you have breached our Terms and Conditions we may choose not to contact you for an explanation and to cancel or close your account without explanation.
8.6.1 If your Account is closed and your Subscription cancelled because you have breached these Terms and Conditions, you will not be entitled to a refund. If you believe We have closed your Account and cancelled your Subscription in error, please contact Us at email@example.com.
8.6.2 If your Account is closed and/or your Subscription is cancelled for any other reason, you will be refunded the remaining balance of your Subscription. The refund will be calculated based upon the price of your Subscription being divided by the total number of days in the Subscription and multiplied by the number of whole days remaining until the end of the Subscription (or, in the case of auto-renewing Subscriptions, until the renewal date). Any and all refunds due to you will be made no later than 14 calendar days after the date on which the closure and/or cancellation becomes effective. Refunds will be made to your original payment method.
9. Our Intellectual Property Rights and Licence
9.1 We grant Users a limited, non-exclusive, revocable, worldwide, non-transferable licence to use the Service, to integrate the Service into your website for personal and commercial use or using our external micro site hosted on appointed.com, subject to these Terms and Conditions.
9.2 Subject to the licence granted to Us under sub-Clause 12.3, Users retain the ownership of copyright and other intellectual property rights in their User Content (subject to any third party rights in that User Content and the terms of any licence under which you use such Content).
9.3 All other Content included in the Service (including all user-facing material, and all underlying material such as code, software and databases) and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
9.4 By accepting these Terms and Conditions, you hereby undertake:
9.4.1 Not to copy, download or otherwise attempt to acquire any part of the Service;
9.4.2 Not to disassemble, decompile or otherwise reverse engineer the Service; and
9.4.3 Not to allow or facilitate any use of the Service that would constitute a breach of these Terms and Conditions.
10. Links to the Service
10.1 You may link to the Service provided that:
10.1.1 You do so in a fair and legal manner;
10.1.2 You do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
10.1.3 You do not use any of Our logos or trade marks (or any others displayed on the Service) without Our express written permission; and
10.1.4 You do not do so in a way that is calculated to damage our reputation or to take unfair advantage of it.
10.2 You may not link to the Service from any other website the content of which contains material that is described in clause 14.2.
11. Links to Other Content
We may provide links to other content such as websites, Booking Services and downloadable apps. Unless expressly stated, this content is not under Our control. We neither assume or accept responsibility or liability for such third party content. The provision of a link by Us is for reference only and does not imply any endorsement of the linked content or of those in control of it.
12. User Content
12.1 You agree that you will be solely responsible for any and all User Content that you create or upload using the Service. Specifically, you agree, represent and warrant that you have the right to create or upload the User Content and the right to use all materials of which it is comprised and that it will not contravene any aspect of Our Acceptable Usage Policy, detailed in Clause 14.
12.2 You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 12.1. You will be responsible for any loss or damage suffered by Us as a result of such breach.
12.3 You (or your licensors, as appropriate) retain ownership of your User Content and all intellectual property rights subsisting therein. By creating or uploading User Content, you grant Us an unconditional, non-exclusive, fully transferable, royalty-free, perpetual, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-licence your User Content for the purposes of operating the Service.
12.4 If you wish to remove User Content, you may do so by deleting your account. Removing User Content also revokes the licence granted to Us to use that User Content under sub-Clause 12.3. You acknowledge, however, that caching or references to your User Content may not be made immediately unavailable (or may not be made unavailable at all where they are outside of Our reasonable control). The deletion of your account will not delete any widgets on the User’s website.
12.5 We may reject, reclassify, or remove any User Content created or uploaded using the Service where that User Content, in Our sole opinion, violates Our Acceptable Usage Policy, or if We receive a complaint from a third party and determine that the User Content in question should be removed as a result.
13. Intellectual Property Rights and User Content
13.1 All User Content and the intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licensed by the relevant User. All User Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
13.2 Users may not copy, distribute, publicly perform, publicly display, reproduce or create derivative works based upon, another User’s User Content without first obtaining the express consent of the User to whom the User Content in question belongs.
14. Acceptable Usage Policy
14.1 You may only use the Service in a manner that is lawful and that complies with the provisions of this Clause 14. Specifically:
14.1.1 You must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;
14.1.2 You must not use the Service in any way, or for any purpose, that is unlawful or fraudulent;
14.1.3 You must not use the Service to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind; and
14.1.4 You must not use the Service in any way, or for any purpose, that is intended to harm any person or persons in any way.
14.2 The following types of User Content are not permitted on the Service and you must not create, submit, communicate or otherwise do anything that:
14.2.1 is obscene, deliberately offensive, hateful, or otherwise inflammatory;
14.2.2 promotes violence;
14.2.3 promotes solicitation of sexual services, unless such activity is lawful in the User’s jurisdiction, in which case the User must ensure that they comply fully with all applicable local, national and international laws and/or regulations;
14.2.4 promotes or assists in any form of unlawful activity;
14.2.5 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
14.2.6 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
14.2.7 is calculated or otherwise likely to deceive;
14.2.8 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
14.2.9 misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 14.2);
14.2.10 implies any form of affiliation with Us where none exists;
14.2.11 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party; or
14.2.12 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
14.3 We reserve the right to suspend or terminate your Account and/or your access to the Service if you materially breach the provisions of this Clause 14 or any of the other provisions of these terms and conditions. For the avoidance of doubt, We, in our absolute discretion, reserve the right to suspend or terminate your Account and/or access to the Service if We suspect that the Service is being utilised for an activity that We deem to be inappropriate. Specifically, We may take one or more of the following actions:
14.3.1 Suspend, whether temporarily or permanently, your Account and/or your right to access the Service (for more details regarding such cancellation, please refer to sub-Clause 8.9);
14.3.2 Remove any of your User Content which violates this Acceptable Usage Policy;
14.3.3 Issue you with a written warning;
14.3.4 Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
14.3.5 Take further legal action against you as appropriate;
14.3.6 Disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
14.3.7 Any other actions which We deem reasonably appropriate (and lawful).
14.4 We hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions.
15. Problems with the Service
If you have any questions or complaints regarding the Service, please contact us using the in-app chat, by emailing Us at firstname.lastname@example.org, direct messaging on instagram, or by any of the methods provided on Our contact page at mybridalsoftwate.com.
16.1 No part of the Service or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which you should rely and is provided for general information purposes only.
16.2 Subject to your legal rights if you are a consumer (as summarised above in Clause 15), insofar as is permitted by law, We make no representation, warranty, or guarantee that the Service will meet your requirements, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
16.3 We make reasonable efforts to ensure that the content contained within the Service is complete, accurate and up-to-date. We do not, however, make representations, warranties or guarantees (whether express or implied) that the Service (and the content therein) is complete, accurate or up-to-date.
16.4 We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any User Content created or uploaded using the Service. Any such opinions, views, or values are those of the relevant User, and do not reflect Our opinions, views, or values in any way.
17. Our Liability
17.1 This clause 17 sets out Our entire financial liability (including any liability for the acts or omissions of Our employees, agents and sub-contractors) to you:
17.1.1 arising under or in connection with these terms and conditions;
17.1.2 in respect of any use made by you of the Services; and
17.1.3 in respect of any representation, misrepresentation (whether innocent or negligent), statement or act of delict or omission (including negligence) arising under or in connection with these terms and conditions.
17.2 Except as expressly and specifically provided in these terms and conditions:
17.2.1 you assume sole responsibility for results obtained from your use of the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information provided by you in connection with the Services, or any actions taken by Us at your request; and
17.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms and conditions.
17.3 Nothing in these terms and conditions excludes Our liability:
17.3.1 for death or personal injury caused by Our negligence; or
17.3.2 for fraud or fraudulent misrepresentation.
17.4 Subject to clause 17.3:
17.4.1 We shall not be liable to you whether in delict (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under these terms and conditions; and
17.4.2 Our total aggregate liability in contract, delict (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of these terms and conditions shall be limited to the price paid for the Services during the six months preceding the date on which the claim arose.
18. Viruses, Malware and Security
18.1 We exercise all reasonable skill and care to ensure that the Service is secure and free from viruses and other malware. We do not, however, guarantee that the Service is secure or free from viruses or other malware and accept no liability in respect of the same.
18.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
18.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via the Service.
18.4 You must not attempt to gain unauthorised access to any part of the Service, the server on which the Service is stored, or any other server, computer, or database connected to the Service.
18.5 You must not attach the Service by means of a denial of service attack, a distributed denial of service attack, or by any other means.
18.6 By breaching the provisions of sub-Clauses 18.3 to 18.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities, and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use the Service will cease immediately in the event of such a breach and, where applicable, your Account will be suspended and/or deleted.
19. Privacy and Cookies
20. Data Protection
20.1 We shall follow our regular archiving procedures in providing the Service. In the event of any loss or damage to User Content, your sole and exclusive remedy shall be for Us to use reasonable commercial endeavours to restore the lost or damaged User Content from the latest back-up of such User Content maintained by Us in accordance with Our regular archiving procedure. We shall not be responsible for any loss, destruction, alteration or disclosure of User Content caused by any third party (except those third parties sub-contracted by Us to perform services related to User Content maintenance and back-up).
20.2 If We process any personal data on your behalf when performing Our obligations under these terms and conditions, then in terms of Data Protection Legislation, you shall be the controller and We shall be a processor and in any such case:
20.2.1 We shall process the personal data only in accordance with the terms of the Contract and any lawful instructions reasonably given by you from time to time;
20.2.2 all individuals involved in the provision of the Services on Our behalf shall be subject to appropriate obligations of confidentiality;
20.2.3 We warrant that the provision of the Services includes the implementation of sufficient technical and organisational measures to ensure an appropriate level of security in relation to the processing of personal data as required by Data Protection Legislation;
20.2.4 We shall as far as is possible and proportionate in relation to the nature of the processing, implement technical and organisational measures that assist you with your obligations in relation to the exercise of data subject’s rights as required by Data Protection Legislation;
20.2.5 We shall not transfer any personal data to a non-European Economic Area country without your prior written consent (except as provided in clause 20.2.6 and without the following conditions being fulfilled):a) We have provided appropriate safeguards in relation to the transfer;b) the data subject has enforceable rights and effective legal remedies;c) We comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; andd) We comply with reasonable instructions notified to it in advance by the you with respect to the processing of the personal data;
20.2.6 you acknowledge that We are authorised to transfer personal data to a third party technology provider which we have engaged, or may engage, in relation to any discrete component of the Service (a “Third Party Provider”) on condition that any such transfer will be in accordance with Data Protection Legislation, We remain fully liable to you for the performance of such Third Party Provider’s obligations and where that transfer is to a non-European Economic Area country the conditions listed in clause 20.2.5 will be fulfilled. A current list of our Third Party Providers is available on request by emailing email@example.com. We will notify you of any intended changes to this list except that We reserve the right to replace or appoint a Third Party Provider without notice in the event that any delay in replacing or appointing that Third Party Provider is likely to have a material impact on our business.
20.2.7 We shall notify you without undue delay after becoming aware of any breach of Data Protection Legislation relating to the personal data. Such notification shall:a) include information on the nature of the breach and the data involved;b) describe the categories and approximate number of individuals concerned and the likely consequences;c) describe the measures taken or proposed to be taken to address the issue; andd) provide contact detail for you to obtain more information on the issue;
20.2.8 We shall delete all personal data when the provision of the Services has been concluded, except where We are required to retain any such personal data under any separate legal obligation;
20.2.9 We shall make available to you such information as you may reasonably request in relation to demonstrating compliance with Data Protection Legislation, and shall participate in audits and inspections where reasonably requested by you in relation to the demonstration of such compliance; and
20.2.10 you shall ensure that you are entitled to transfer the relevant personal data to Us so that We may lawfully use, process and transfer that data in accordance with the Contract on your behalf.
20.3 We both acknowledge that in relation to the processing of personal data by Us on your behalf:
20.3.1 the subject matter, nature and purpose of the processing is the facilitation of online booking via the use of the Services;
20.3.2 the duration of the processing is the term of the Contract;
20.3.3 the data subjects involved are the individuals booking with you; and
20.3.4 the type and categories of personal data will be limited to the identity data of individuals booking with you and any additional information about them included in such bookings.
21. Communications from Us
21.1 If you have an Account, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, changes to the Service, and changes to your Account.
21.2 We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link.
21.3 For questions or complaints about email communications from Us (including, but not limited to, marketing emails), please contact Us at firstname.lastname@example.org
22. Other Important Terms
22.1 We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
22.2 We are under no obligation to provide the Service to you beyond the initial period stated in the Subscription Confirmation.
22.3 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
22.4 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions. In the case that the mybridal app has been delivered or distributed to you through a market place or by any other means, the third party operating or providing such market place shall be excluded from any liability towards you or your affiliates, suppliers or customers whatsoever in relation to the app. Including, without limitation, in relation to the sales or use of copies there-of or the performance or non performance of the app.
22.5 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid, or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
22.6 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
23. Changes to these Terms and Conditions
We may alter these Terms and Conditions at any time. Any such changes will be notified to you prior to coming into effect and will become binding on you upon your first use of the Service after the changes have been implemented.
24. Contacting Us
To contact Us, please email Us at email@example.com or by using any of the methods provided at www.mybridalsoftware.com
25. Law and Jurisdiction
These Terms and Conditions and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law and any disputes concerning these Terms and Conditions, the relationship between you and us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England