1. Contract Formation and Terms

1.1 These terms and conditions ("this Agreement") apply to each order for any service provided via gazetteers.com ("the Service") that you place with Travel Weekly Group (or "we" or "us") on the telephone, by fax, post or email, or via our website.

1.2 By placing an order with us you are confirming that you are authorised to order the Service on behalf of the company or organisation ("the Customer") for which you work, and that you are not exceeding your authority.

1.3 Once you have signed the subscription form and returned it, you are agreeing, on behalf of the Customer, to the terms and conditions in this Agreement and, are making an offer to subscribe to the Services on that form.

Following receipt of your order we will contact you by 

e-mail to confirm your user name and password, or to let you know if we cannot, for any reason, accept and process the order. After your order has been processed we will invoice the Customer and all payments must be received within 14 days from the date of our invoice, or as agreed within the terms of the subscription form.

1.4 If Travel Weekly Group accepts your order, on our sending that confirmatory e-mail to you, a contract for the supply of the Service will be created between Travel Weekly Group and the Customer.

1.5 Travel Weekly Group reserves the right to reject any order, as it sees fit, and without having to give any reason.

1.6 We may revise these terms and conditions at any time by publishing a revised version of them on our website. Any revision will apply to any order you place with us after that revision has been published on our website.

1.7 Travel Weekly Group reserves the right at any time to add to or delete from the Services that are made available via this website.

1.8 Travel Weekly Group Limited is registered in England and Wales with company number 6927031 with its registered office at 3rd Floor, 52 Grosvenor Gardens, London SW1W 0AU. We are registered for VAT and our VAT number is GB 972 3072 21.

1.9 The right to use the materials and information made available through the Service is granted subject to the terms of this Agreement as stated on our website from time to time.

2. Definitions
In this Agreement the following terms have the following meanings:

2.1 "Authorised Users" - the number of Users at a Site who may use or access the Service or any materials or information available through the Service, as listed in Travel Weekly Group's customer database, or as otherwise agreed by Travel Weekly Group in writing;

2.2 "our Charges" - Travel Weekly Group's charges for the Service set out on our website, as adjusted by Travel Weekly Group in accordance with this Agreement from time to time;

2.3 "the Subscription Term" - the period of twelve months starting from the date of Travel Weekly Group's email accepting the order, or as otherwise agreed by Travel Weekly Group in writing;

2.4 "a Site" means any location of the Customer (including, without limitation, retail branches and call centres);

2.5 "a User" - an individual authorised by the Customer to have access to the Service; and

2.5 "writing" or "written" - includes text stored or transmitted electronically.

3. Access to the Service

3.1 The Customer will ensure that access to the Service, and to the materials and information made available through the Service, is limited to the number of Authorised Users at each Site. Users may only access the Service using User log-ins, PINS, IDs and passwords provided by Travel Weekly Group for their own Site.

3.2 The Customer will ensure that all User log-ins, PINS, IDs and passwords are kept secure and confidential and will inform Travel Weekly Group immediately it becomes aware of, or suspects, any breach of security or unauthorised use of any User log-in, PIN, ID or password. The Customer agrees that Travel Weekly Group may, at its discretion, suspend or change any User log-in, PIN, ID or password.

3.3 Neither the Customer nor any User will try to circumvent the security or the Service or tamper with, hack into, or otherwise disrupt or disable any computer system, server, website, router or other device used to provide the Service.

3.4 The Customer will notify Travel Weekly Group of the name and contact details of a person within its organisation who is responsible for dealing with the management of this Agreement, and will inform Travel Weekly Group immediately of any changes in those details.

3.5 Travel Weekly Group will try to keep the Service available to Users 24 hours a day, 7 days a week, but does not undertake or warrant that the Service will operate continuously or without interruption, or that it will be error free.

3.6 Each Authorised User may:
(i) display the materials made available through the Service electronically on a single workstation at a time;
(ii) download and store one copy of those materials in machine readable form;
(iii) print a reasonable number of hard copies of those materials to make them available to retail customers; and
(iv) e-mail copies of the materials to retail customers using the facility available as part of the Service, but only using that facility.

3.7 Neither the Customer nor any User may:
(i) download, store, reproduce, transmit, display, copy, distribute or use any materials or information available via the Service except in accordance with clause 3.6 above;
(ii) sub-license, rent, lease, transfer or attempt to assign any rights in any of those materials or information to anyone;
(iii) make any of those materials or information available on a network in such a way as to allow more than the Authorised Number of Users to have access to the Service or any material or information available through the Service;
(iv) use any of those materials or information in any manner, or transfer or export them or any copies of them into any country, except than in compliance with applicable laws; or
(v) allow any other person to use those materials or information except in accordance with this Agreement.

3.8 Travel Weekly Group reserves the right at any time to suspend provision of the Service for the purposes of repair, maintenance or support, or if Travel Weekly Group believes or suspects that the use of the Service infringes the intellectual property rights or other rights of any third party, is in any way unlawful, or is likely to lead to any third party instituting or threatening legal proceedings against Travel Weekly Group, the Customer or any User, or if Travel Weekly Group believes or suspects that the Customer is in breach of any of its obligations under this Agreement.

3.9 Travel Weekly Group reserves the right at any time and from time to time to change, remove or edit any of the Service, or to suspend the Customer's and any User's access to the Service (or do both of those things) if anyone who appears to Travel Weekly Group to have reasonable grounds or cause for complaint requests Travel Weekly Group to do so, or if Travel Weekly Group itself has reasonable grounds for doing so.

3.11 The Customer is responsible for ensuring that its computer systems are suitable to access and use the Service. The Customer understands that Travel Weekly Group cannot and does not warrant that any material available through the Service will be free from viruses or other code that might be harmful. The Customer is responsible for implementing sufficient anti-virus and other security checks to ensure the accuracy of data input and output.

4. Intellectual Property Rights

4.1 As between the parties to this Agreement, all intellectual property rights in the Service will be the property of Travel Weekly Group or its licensors. Travel Weekly Group grants the Customer for the duration of this Agreement a non-exclusive, non-transferable licence to use the Service, strictly in accordance with the express terms of this Agreement. Neither the Customer nor any User may disclose or use the Service, or any information or material available through it, on behalf or for the benefit of any third party other than their retail customers.

4.2 Material on this website is protected by copyright, database rights and other intellectual property rights.

4.3 Travel Weekly Group™ and the Travel Weekly Group logo are trade names of Travel Weekly Group Limited.

4.4 The electronic images of brochure pages/ brochure content appearing in this service is the property of the respective tour operator who originated it. Neither the Customer nor any User may disclose or use this part of the Service, or any information or material available through it, on behalf or for the benefit of any third party other than their retail customers. The electronic images of these brochure pages are subject to the restrictions laid out in 4.1

5. Charges and Payment

5.1 Details of our Charges and the procedures for payment are available on request. Once your order has been processed we will invoice the Customer and all payments must be received within 14 days from the date of our invoice, or as agreed within the terms of the subscription form. Payment will cover access to the Service for the Subscription Term.

5.2 The Customer undertakes and warrants that all details provided to us for the purpose of subscribing to the Service will be correct and that there are sufficient funds or credit facilities to cover the cost of any subscription.

5.3 Our Charges are exclusive of Value Added Tax and all similar taxes or duties which the Customer will pay in addition to the Charges.

6. Warranties

6.1 We warrant to the Customer that we will provide the Service with reasonable skill and care.

6.3 Where information made available as part of the Service is supplied by third parties, we do not control or endorse its contents in any way. All information supplied by third parties is made available in good faith but we do not (to the extent permitted by applicable law) accept responsibility for its accuracy or use.

6.4 We make no representation and give no warranty that the Service is appropriate or available for use in locations outside the United Kingdom.

6.5 If making the Service, or any part of it available in your jurisdiction or to any User (by reason of nationality, residence or otherwise) is prohibited, the Service or the relevant part of it are not offered for subscription. The Customer accepts that if any User is resident outside the UK, the Customer must satisfy itself that that User is lawfully able to use the Service. Travel Weekly Group accepts no liability, to the extent permitted by applicable law, for any costs, losses or damages resulting from or related to the access or attempted access of the Service by anyone outside the UK.

6.6 The Customer acknowledges that the Service is not intended to be a substitute for the exercise of professional judgment.

7. Liability

7.1 Nothing in this Agreement excludes or limits our liability for death or personal injury caused by our negligence or for any fraud on our part or for any liability which cannot be excluded by law.

7.2 Subject to clause 7.1, Travel Weekly Group will not be liable for any indirect or consequential loss or for any loss of business, profit, revenue, goodwill, or data, lost or wasted management time or the lost time of other employees incurred by the Customer or by any third party arising from or as a result of this Agreement (whether direct or indirect and whether in contract or negligence, for misrepresentation or otherwise).

7.3 The Customer assumes all risks of using the Service and any information made available through it. Travel Weekly Group will have no liability for any disputes between the Customer and any third party or arising from the Customer's or any User's use of the Service.

7.4 While the employees and agents of Travel Weekly Group may be authorised to assist Users by means of a help-desk facility, any assistance given by any such employee or agent is solely at the Customer's risk, and Travel Weekly Group will not be liable for any loss or damage suffered by the Customer and arising from that assistance.

>7.5 The Service is provided "as is". Travel Weekly Group gives no warranty that the Service will be error free or operate without interruption.

7.6 Travel Weekly Group accepts no liability for the inability of anyone to access the Service.

7.7 Travel Weekly Group will have no liability in connection with any unauthorised use of the Service. Travel Weekly Group is not responsible for and will have no liability for any error, corruption or breach of security resulting from the transmission of any data over any telecommunications network.

7.8 Except as expressly set out in this Agreement Travel Weekly Group excludes to the fullest extent permitted by law all warranties, representations, terms, conditions and undertakings, whether implied by statute, common law, custom, trade usage, course of dealing or otherwise (including any implied warranty, representation, term, condition or undertaking of satisfactory quality or fitness for a particular purpose).

7.9 The Customer will indemnify Travel Weekly Group and keep Travel Weekly Group indemnified against all losses, damages, liabilities, costs and expenses incurred by Travel Weekly Group arising in connection with or as a result of either or both of:

a) the Customer's or any User's breach of this Agreement; and

b) any claim by any third party arising from, or as a result of, the Customer's or any User's use of the Service.

7.10 Travel Weekly Group's total liability (whether in contract or tort, including but not limited to negligence, or arising in any other way, and whether or not of a kind foreseeable by Travel Weekly Group) will be limited to damages which will not exceed, in aggregate, the charges paid to Travel Weekly Group by the Customer under this Agreement during the 12 months before the event giving rise to the claim.

7.11 Travel Weekly Group makes no representations whatsoever about any other websites which may be accessed through the Service or our site. Other websites are independent from Travel Weekly Group and we have no control over their content or availability. A link to any other website does not mean that Travel Weekly Group endorses or accepts any responsibility for the content, or the use of, that website and Travel Weekly Group will not be liable for any loss or damage caused by or in connection with use of or reliance on any content, goods or services available on or through any other website.

8. Postings and Data Protection

8.1 The posting or sending of any message or material on or through our site is governed by our Email Rules. Please read these; they are important.

8.2 By posting or sending any message or material on or through our site, the Customer and each User is agreeing to be bound by those rules as well as this Agreement and, where applicable, our Privacy Policy.

9. Term and Termination

9.1 Subject to clause 9.2, your subscription will last for the Subscription Term. Before the end of the Subscription Term, we will send you an invitation to renew your subscription in return for our Charges then in force. If you do not respond before the end of the Subscription Term, you will be deemed to have terminated this Agreement and we will stop providing the Service.

If you are taking the Service on a free trial basis (including any free period bundled as part of a sale of other products or services), this Agreement will automatically terminate at the end of the trial period (including any grace period or extension granted by Travel Weekly Group) unless you then take a paid-for subscription.

9.2 Either party may terminate this Agreement at any time by giving written notice to the other party if:

9.2.1 the other party is unable to pay its debts as they fall due or is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if the other party ceases or threatens to cease to trade, or if the other party makes an assignment for the benefit of, or a composition with its creditors or other arrangement of similar import or has a receiver, administrative receiver, administrator or a similar officer appointed over all or a substantial part of its assets or if a petition is presented or an order is made by a court of competent jurisdiction or an effective resolution is passed for winding up of the other party otherwise than for the purpose of a bona fide reconstruction or amalgamation on terms previously approved in writing by the terminating party; or

9.2.2 the other party commits a material breach of any term of this Agreement which, in the case of a breach capable of being remedied, is not remedied within 30 days after receipt of a written request to remedy the same.

9.3 Without prejudice to its rights under clause 9.2, Travel Weekly Group may suspend the Customer's right to use the Service by written notice to the Customer at any time if the Customer has not paid any sum due or owing to Travel Weekly Group by the due date, or if the Customer is in breach of this Agreement or any of the Additional Terms, and may make a reasonable charge to the Customer for restoring the Service.

9.4 The termination or expiry of this Agreement will not affect any accrued rights or liabilities of either party.

9.5 On expiry or termination of this Agreement for any reason, the Customer and all Users will immediately destroy all copies of the information provided via the Service.

9.6 Clauses 1, 2, 4, 7, 9.4, 9.5, 9.6 and 10 will survive the termination or expiry of this Agreement and will continue indefinitely.

9.7 On signing the subscription form your are entering into a minimum of the 12 month subscription term, or the agreed dates as shown on the form.  Cancellations during this period would still be liable to pay the full amount .

10. General

10.1 The Customer may not assign, sub-license or otherwise transfer any of its rights or obligations under this Agreement, whether in whole or in part, without the prior written consent of Travel Weekly Group. Travel Weekly Group may assign, sub-license and transfer its rights and obligations under this Agreement to any third party.

10.2 If the whole or any part of any provision of this Agreement is void or unenforceable in any jurisdiction, the other provisions of this Agreement, and the rest of the void or unenforceable provision, will continue in force in that jurisdiction, and the validity and enforceability of that provision in any other jurisdiction will not be affected.

10.3 If Travel Weekly Group fails to enforce or delays in enforcing an obligation of the Customer, or fails to exercise or delays in exercising a right under this Agreement, the failure or delay will not affect its right to enforce that obligation or constitute a waiver of that right. Any waiver by Travel Weekly Group of any provision of this Agreement will not, unless expressly stated to the contrary, constitute a waiver of that provision on a future occasion.

10.4 Travel Weekly Group will not be liable for any loss or damage caused by any delay or failure to perform any of its obligations under this Agreement if that delay or failure is beyond its reasonable control.

10.5 This Agreement, the Email Rules, the terms of our Privacy Policy and any other conditions referred to in it or them (which are incorporated into and made a part of this Agreement) constitute the entire agreement between the parties relating to its subject-matter. The Customer acknowledges that it has not entered into this Agreement on the basis of any warranty, representation, statement, agreement or undertaking except those expressly set out in this Agreement. The Customer waives any claim for breach of, or any right to rescind this Agreement in respect of, any representation which is not an express provision of this Agreement. However, this clause does not exclude any liability which Travel Weekly Group may have (or any right which the Customer may have to rescind this Agreement) in respect of any fraudulent misrepresentation or fraudulent concealment prior to the execution of this Agreement.

10.6 No variation of this Agreement will be effective unless it is made in writing and signed by each party or its authorised representative.

10.7 No person who is not a party to this Agreement has any right to prevent the variation or cancellation of any provision of this Agreement or its or termination, and no person who is not a party to this Agreement may enforce any benefit conferred upon them by this Agreement, unless this Agreement expressly provides otherwise.

10.8 All notices given to Travel Weekly Group under this Agreement must be sent to: Travel Weekly Group, 3^rd Floor, 52 Grosvenor Gardens, London, SW1W 0AUor any other address that Travel Weekly Group may notify to the Customer from time to time. Travel Weekly Group may give notice to the Customer by contacting the Customer's representative nominated by the Customer from time to time under clause 3.4 above. All notices sent under this Agreement will take effect: if sent by first class post, 48 hours after posting; if sent by fax, when despatched (provided that the sender's fax machine produces automatic confirmation of error free transmission to the intended recipient); and if by e-mail when despatched (provided that the sender's computer system produces an automatic confirmation of delivery to the intended recipient).

10.9 This Agreement will be governed by and construed in accordance with English law. The English Courts will have exclusive jurisdiction to deal with any dispute which has arisen or may arise out of or in connection with this Agreement, except that any party may bring proceedings for an injunction in any jurisdiction.

11. Business Listings

In addition to gazetteers.com general terms and conditions, the following additional terms and conditions apply if you use the gazetteers.com "Business Listing" service: 

THIS INFORMATION IS PROVIDED WITHOUT WARRANTY OF ANY KIND. GAZETTEERS.COM GIVES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL GAZETTEERS.COM OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOSS OF BUSINESS PROFITS OR SPECIAL DAMAGES, EVEN IF GAZETTEERS.COM OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

The user may view pages within the gazetteers.com website, which is visible at gazetteers.com, and print out a copy of the contents for personal, non-commercial purposes. The user may not otherwise copy, reproduce, redistribute, download, adapt or alter any material contained on the gazetteers.com website without the express written permission of gazetteers.com. The terms and conditions of use may be changed at any time and your continued access to the website means that you agree to be bound by the most current version of the terms and conditions of use. 

All copy offered for publication in gazetteers.com by the user must be legal, decent, honest and truthful. UK Business Listings must comply with the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority and the requirements of current legislation in the United States of America, Canada and Australia. The Business Listing is accepted for publication or not at gazetteers.com's absolute discretion, and when deemed necessary the copy may be edited and classified at gazetteers.com's discretion in order to comply with such requirements. 

gazetteers.com specifically disclaim any and all liability to advertisers, readers and users of any kind for any loss or damage of any nature whatsoever and however arising, whether due to inaccuracy, error, omission or any other cause, and whether on the part of gazetteers.com, or their servants or agents, or any other person. gazetteers.com assumes no responsibility for and disclaims all liability for any errors or omissions on the website or in any other documents or sites which may be referred to or linked to by this website. 

All product names mentioned herein are the trademarks of their respective owners. Some documents may contain other proprietary notices and copyright information relating to that document or organisation. The user agrees that gazetteers.com has not conferred by implication, or otherwise, any licence or right under any patent, trademark or copyright (except as expressly provided) of gazetteers.com or of any third party. 

gazetteers.com is exclusively an online publication wholly owned and operated by Travel Weekly Group Limited whose registered office is at 3rd Floor, 52 Grosvenor Gardens, London, SW1W 0AU. Registration number: 6927031. Registered in England. Telephone Number: 0207 881 4800. The user agrees to indemnify and hold gazetteers.com, its parent or subsidiary companies and their affiliates, their respective directors, officers, employees and agents from any and all liabilities, claims and expenses, including reasonable legal fees, arising from breach of this Agreement, any other policy, the users' use or access of gazetteers.com or any Internet site linked to or from gazetteers.com, or in connection with the transmission of any Content on gazetteers.com. The user agrees that questions and complaints received are the exclusive responsibility of the user and the user shall indemnify gazetteers.com. 

The information (text and images) contained on this website is for informational purposes and is published in good faith. Whilst every care has been taken in its preparation, gazetteers.com does not make any warranties nor representations as to its accuracy or reliability. We neither accept nor assume any reliability in relation to the contents of these pages, and they should not be relied upon as accurate. In no event do we accept liability of any description including liability for negligence for any damages whatsoever resulting from loss of use, data or profits arising out of or in connection with the viewing, use or performance of this website or its contents. gazetteers.com do not under any circumstances accept responsibility for the accuracy or otherwise of any advertisement or message published on the gazetteers.com website. 

The pages contained in this website may contain technical inaccuracies and typographical errors. The information in these pages may be updated from time to time and may, at times, be out of date. We accept neither responsibility for keeping the information in these pages up to date nor liability for any failure to do so. 

gazetteers.com has partnerships with other third parties that we share information with. We process such information in accordance with this Policy. Any information that is passed from gazetteers.com to its partners is done so in the strictest confidence. 

By submitting a Business Listing, the user is requesting that their Business Listing appears on the gazetteers.com website. This means that the Business Listing, including personal details such as telephone number, email address and company details, can potentially be viewed by all persons with Internet access. The user consents to the publication of their data in this way. The user can cancel the Business Listing for any reason at any time by contacting Travel Weekly Group Ltd. 

By submitting a Business Listing to gazetteers.com the user is agreeing to pay a fee to advertise and that the fee required to do so is subject to change by gazetteers.com at any time without notice. 

Once a Business Listing has been submitted gazetteers.com will endeavour to put the Business Listing live as soon as possible, but we reserve the right to refuse or delete Business Listings we believe are inappropriate. gazetteers.com is not able to verify the truthfulness of any statements made by the user in the Business Listing copy.  Accordingly, the user shall be responsible for any losses, expenses or other costs incurred by gazetteers.com that are caused by an untrue statement deliberately made or provided by the user. 

The user will have the option to upgrade the Business Listing that they have submitted to gazetteers.com to another one that gazetteers.com promotes. These may be different in design, colour or position on the website and may run for a different duration. In the event that a Business Listing upgrade is purchased and then withdrawn before the purchased duration has finished then the user agrees that, even if they subsequently decide to put the live again, refunds for any unused time may be occasionally offered at the discretion of the management. 

gazetteers.com shall not be liable for any damages, including without limitation, indirect or consequential damages, howsoever arising out of use of this website or in respect of any of the users' actions or omissions taken in reliance on any of the advice or information contained on this website. 

This website contains hypertext links to websites operated by parties other than gazetteers.com or its associated companies. gazetteers.com does not control such websites and is not responsible for their content. gazetteers.com's inclusion of hypertext links to such websites does not imply any endorsement of the material contained on these websites or of their owners. 

By accessing this website the user is deemed to have accepted all of the terms and conditions that apply to its use. gazetteers.com reserves the right to alter these terms and conditions at any time and it is the users' obligation to check to find out if changes have been made. If the user does not agree to obey these terms and conditions then the user must stop using this site immediately. If any of these terms and conditions shall be held to be invalid or unenforceable, it shall not affect the enforceability of any of the remaining provisions. 

All rights, including copyright, in the content of these web pages and any photographs that may appear on the website and all database rights in gazetteers.com's database, are owned or controlled for these purposes by gazetteers.com or the party credited as the poster of the information. 

The copyright in all Business Listings shall be owned by gazetteers.com and by submitting a Business Listing the user hereby assigns all such copyright to gazetteers.com. 

All gazetteers.com trade marks, names, and logos are the proprietary marks of gazetteers.com or its associated companies. All website designs, graphic designs, style templates, icons, HTML codes and all other elements relating to the design, function or operation of gazetteers.com are the property of gazetteers.com and may not be used in any manner without the express written permission of gazetteers.com. Marks identifying third parties are owned or licensed by those third parties or their associated companies. Nothing in these terms and conditions in any way confers on the user any licence or right under any trade marks, names or logos of gazetteers.com or any third party. All goodwill arising in connection with the name gazetteers.com and the logos for gazetteers.com shall belong to gazetteers.com. 

It is technically impossible to provide a website free of faults and gazetteers.com do not claim to do so. No guarantee is made that the user's Business Listing will be provided continuously free of faults. In addition, maintenance on the website will be carried out from time to time, but in doing so we shall attempt to keep the disruption to a minimum. 

gazetteers.com may at any time vary the technical specifications of its website (or any part of it) for any reason. 

gazetteers.com may at any time remove any or all of the materials from users' Business Listing which in gazetteers.com's opinion are unlawful or have been placed in breach of this agreement. 

The user shall report to gazetteers.com any suspected errors with the Business Listing as soon as they come to the user's attention. gazetteers.com reserves the right to refuse to publish any Business Listing without ascertaining any reason, and to classify, edit and delete at its sole discretion. The placing of any Business Listing is an acceptance of these conditions. 

We reserve the right to suspend or terminate your gazetteers.com account immediately and without notice if any of these Terms are violated.

gazetteers.com Refund Policy

If you believe you require a refund for any reason you will need to email us at helpdesk@gazetteers.com either from the email address you used when you registered your gazetteers.com account or, if you email from a different address, you will need to include your receipt. Refunds are granted at gazetteers.com discretion and may be applied for at any time. Refunds will be applied to the same card your payment was processed with within seven working days. 

These terms and conditions shall be governed by and in accordance with English law and subject to the exclusive jurisdiction of the English Courts.