Terms and Conditions

Thank you for visiting www.flauntreport.com (the Site). The Site is owned and operated by JayBeeTAI Group Ltd, trading as Flaunt. In these Term and Conditions, ‘us’, ‘we’ or ‘Flaunt.com’ relate to Flaunt.

THESE TERMS AND CONDITIONS: These terms and conditions (together with any documents referred to in them and any additional terms on the Site) (Terms and Conditions) set out the basis on which we operate our Site and provide the materials and services made available via our Site and reporting platform (Services). Incorporated into these Terms and Conditions by reference are any additional terms that we may agree with you in writing and all other terms, conditions and notices which we may notify you of and/or publish on the Site from time to time relating to particular elements of the Site or our Services.

If you have any questions regarding the Terms and Conditions or any related material, please contact us by emailing support@flauntreport.com and we will endeavor to respond as quickly as possible.

Please read these Terms and Conditions carefully before using our Site or any Services. By using our Site and/or any Services, you are agreeing to be legally bound by these Terms and Conditions and are committing fully and unconditionally to the obligations set out herein.

Please also note that these Terms and Conditions shall form a binding contract between you, us and (as applicable) our third party API providers (Third Party API Providers) and shall also be binding on any direct user of the Site and Services together with any person or entity for whose benefit the Site and Services are used. For example, without limitation, in the event that an agency subscribes to our Services for the benefit of its client, both the agency and its client shall be bound by these Terms and Conditions in relation to their use of the Site and Services. Accordingly, by using this Site or our Services for the benefit of any third party, it is an essential pre-condition that you ensure that the third party has agreed to these Terms and Conditions applying in respect of all use of this Site or Services by them or on their behalf. By using our Site or Services for the benefit of any third party you are warranting that you have full permission to do so and that the third party has agreed to such use and to be bound by these Terms and Conditions.

CHANGES TO THESE TERMS: We may change these Terms and Conditions at any time by publishing changes on our Site. These changes shall take legal effect immediately on publication.

PLEASE NOTE THAT THESE TERMS AND CONDITIONS, OUR SITE AND THE SERVICES COULD INCLUDE TECHNICAL OR OTHER DEFECTS OR TYPOGRAPHICAL ERRORS AND WE SHALL BE ENTITLED TO AMEND SUCH ERRORS AT ANY TIME WITHOUT NOTICE. If you do not agree to our Terms and Conditions or any changes to them, you must immediately stop all use of our Site and/or Services. This is your sole remedy.

INFORMATION ABOUT FLAUNT.

OUR SITE AND OUR SERVICES: JayBeeTAI Group Ltd (t/a Flaunt) is a private limited company incorporated in England and Wales under company number 10770158 with our registered office at Apartment G3; The Franklin 81 Bournville Lane, Bournville, Birmingham, West Midlands, United Kingdom, B30 2BZ. Our contact details are published on the Site.

JayBeeTAI Group Ltd (of which Flaunt is a division) is a software development company. Flaunt is a web-based application designed for agencies to compile reports of marketing activity for their clients. Our Services may incorporate functionality delivered by our Third Party API Providers. We provide the Services via the Site. Other services relating to consultancy, marketing activity, or software development may be available by direct negotiation on separate contractual terms. In the absence of any alternative contract between us, these Terms and Conditions shall apply. Our Services are provided on a commercial, paid-for basis. We shall be entitled to restrict and/or charge for use of our Services according to certain usage levels as explained on the Site. Further details of our Services are set out on the Site and in these Terms and Conditions.

AVAILABILITY: The Services will develop and change over time. We, and (as applicable) our Third Party API Providers, may amend, update, add to, replace or withdraw elements of our Site and Services at any time at our sole discretion. While we try to ensure that our Site and Services are normally available 24 hours a day, we shall not be liable if for any reason our Site or Services are unavailable at any time or for any period. You understand and agree that temporary interruptions of the Site and Services may occur and that access to our Site and use of our Services may be dependent on your and third party equipment, software and communications networks, which are entirely beyond our control.

YOUR SUBSCRIPTION: The Site sets out our charging structure, service levels and any other specific terms applicable for our Services. If you subscribe to use any Services, you agree to pay the published charges and agree to any additional applicable terms of sale stated on the Site. Your use of any paid-for Services may not commence until we are in receipt of cleared funds. We shall be entitled to suspend or cancel any Services without further liability in the event of late payment.

Any costs we incur in recovering outstanding payment for services delivered to you, will be billed to you. We will use the full force of the law.

Services are billed at the beginning of each Billing Month. You will be automatically billed based on the number of client accounts held on Flaunt at the rate advertised on the Site, unless otherwise agreed.

Cancellations part-way through the Billing Month will not be refunded. The Billing Month commences at 00:01am on the first day of the Billing Month. Additions of clients during the Billing Month period will only be billed at the commencement of the proceeding period.

We may make changes to our charges at any time in our sole discretion for any Services which have not already been paid for by such point.

The charges for our Services may be calculated by reference to the number of the number of client accounts. In time, there may be other factors affecting charges, including number of users or logins. These will be outlined on the Site and, where we deem appropriate, outlined in advance to you by email.

By purchasing any Services you warrant that you are entitled to do so and that all of the payment information you provide is accurate in its entirety. You shall be responsible for all taxes and duties applicable to your purchase and use of the Services in your location. By making any purchase via our Site, you also warrant that (a) you are legally capable of entering into binding contracts; and (b) you are at least 18 years old; and (c) you are making your purchase in the course of a business and not as a consumer.

We reserve the right to reject or cancel any subscription for Services at any time for any reason by refunding your payment for any unused part of your purchase period as your sole remedy. Please note that rejection or cancellation for specific cause (e.g. breach of these Terms and Conditions) will not give rise to a refund. If you decide to cancel your use of our Services, you may do so at any time by emailing support@flauntreport.com but no refund will be payable to you.

SERVICE LEVELS: Different service levels may apply to different Services. All service levels stated on our Site and Services are indicative only. We shall use reasonable endeavours to comply with applicable service levels but time shall not be of the essence in respect to any stated response or remedy times and availability of the Site and Services is not warranted in any respect.

We may use Third Party API Providers to support certain functionality within the Services. No warranties or liability is accepted for the performance of or availability of such third party functionality.

The Services are hosted by Amazon Web Services, in Dublin, Ireland. Our choice of hosting service provider is at our sole discretion although we shall aim to select a provider with appropriate expertise and service levels to ensure a reasonable hosting environment for the Services.

INTELLECTUAL PROPERTY AND USAGE LICENCE: The Site and Services comprise and contain valuable intellectual property belonging to us and/or our licensors and are protected by copyright, trade mark, patents or other intellectual property rights which shall remain with Flaunt and/or its licensors. Flaunt and JayBeeTAI are our trademarks and may not be used in the course of trade without our prior written authorisation. You shall not utilise such intellectual property except as is expressly permitted in these Terms and Conditions.

For the purposes of general use of our Site without subscribing to our Services, we allow you to store on your computer, or print out extracts from, the pages of our Site provided it is for your use only. Any other reproduction, adaptation, distribution or storage, in whole or in part, is prohibited unless with our prior written authorisation.

When you subscribe to our Services you shall be granted a limited, non-exclusive, non-transferrable, revocable, worldwide licence to use our intellectual property rights in the Services solely for normal use of the Services in the context of your business in accordance with these Terms and Conditions for the duration of your subscription. You agree not to use, access, sell, resell, license, duplicate, copy or use any portion of this Site or our Services for any other commercial purposes.

In order to enable us to provide the Services to you, you hereby grant to us and our Third Party API Providers a non-exclusive, royalty-free, worldwide licence to use your intellectual property rights as is reasonable and appropriate in the provision of the Services to you.

THIRD PARTY INTELLECTUAL PROPERTY:

THIRD PARTY COPYRIGHT MATERIALS: Certain Services may facilitate the aggregation, display, storage and other uses of third party proprietary materials (such as APIs, data, ratings, text, images, video content and other online content). You shall take sole responsibility for your proper and lawful usage of these third party materials, including identifying and obtaining any requisite third party licences at your sole cost and expense. You agree to comply with the reasonable directions of JayBeeTAI Ltd or flauntreport.com and/or relevant third parties regarding the usage of third party intellectual property.

THIRD PARTY TRADE MARKS: Where we refer to third party trademarks (such as Google™ or Twitter™ for example) we do so in an editorial context only and any such use shall not be construed as indicating any trade association between Flaunt and such third parties. You shall not make any unauthorised use of third party trademarks without their express permission.

CONFIDENTIAL INFORMATION: Subject to our Privacy Policy, you and we will treat any correspondence and other communications or information passed between us in connection with our Site and the Services as confidential and proprietary to the disclosing party to the extent that the same is either marked as confidential or should reasonably be considered to be confidential and is not (i) already in the public domain, (ii) already known or obtained by the recipient independently, (iii) independently created or developed by the recipient or (iv) required by law to be disclosed.

Once you use any of our Services we shall be entitled to publish the fact that you are using the Services, in accordance with honest trade practices, provided that we do not give the impression of any wider association between us or imply any endorsement by you of the Services.

Any rights not expressly granted in these Terms and Conditions are reserved to Flaunt.

GENERAL SITE USAGE GUIDELINES: We require all users of our Site and Services to behave lawfully, politely and respectfully towards each other and third parties in any connection with the Site and Services and at all times in accordance with the guidelines below (Site Usage Guidelines). Your licence to use our Site and Services is conditional on your strict compliance with our Site Usage Guidelines. We may suspend or cancel your use of the Site or Services at any time and delete your account if we consider you to have contravened these Site Usage Guidelines or to be otherwise undesirable in our sole judgment. We shall also be free to report any abuse of these Site Usage Guidelines to any relevant authority or third party in our discretion and cooperate with any relevant investigation.

The Site Usage Guidelines require that you use the Site and Services as follows:

  • In strict accordance with all applicable laws and regulations both under UK law and in your own specific location, if different
  • In your own personal or business name and not under any false name or in any manner which seeks to impersonate any other person or entity including us or our staff
  • Not to act in a manner which we or others might consider offensive, abusive, victimising, aggressive, intimidating, harassing or threatening
  • Not to post or communicate any offensive, shocking or insulting material or comments via the Site or Services
  • Not to act in a way to give rise to any tortious or other civil liability or otherwise be actionable at law
  • Not to invade the privacy or confidentiality rights of others
  • Not to act in a discriminatory, harmful or degrading basis including but not limited to religion, gender, sexual orientation, race, ethnicity, age, or disability
  • Not to infringe any third party intellectual property rights including but not limited to patents, trade marks, confidential information, copyright, passing off, or other proprietary right of any party
  • Not to remove, alter or obscure any proprietary rights notices within the Services
  • In compliance with the terms of use of our Third Party API Providers as notified to you.
  • Not to reverse engineer, decompile, disassemble, or in any way attempt to derive the source code for the Services, APIs or any element of them
  • Not to use the Site or Services for the purposes of any unauthorised or unsolicited advertising, spam or bulk mail, cookie tracking, ad exchanges, data brokerages or similar activities in violation of any applicable law
  • Not to use or introduce software viruses or any other computer code, files, or programs that may damage or interfere with any software, hardware, or telecommunications equipment or to damage, hack or obtain unauthorised access to any third party systems or databases
  • In accordance with any other requirements we may add or change in respect of these Site Usage Guidelines.
  • We withhold the right to restrict or stop trial accounts at our discretion if we feel that companies are unfairly taking advantage of our service. e.g switching to use different emails at the end of trial to avoid upgrading.

SITE SECURITY: When you are allocated a username or secure access details for restricted, paid-for areas on our Site, it shall be your sole responsibility to maintain of all such access details. You may not share your login or allow anyone else to log in to our Site using your details and you shall be solely responsible for any act or omission under access to our Site via your login details. We may immediately suspend or terminate your use and access to the Site and Services if we know or suspect that there has been any breach in security.

PRIVACY POLICY: We comply at all times with the UK Data Protection Act 1998. Unless otherwise agreed, our Services may only be accessed by subscribing using an online subscription process which may require you to input certain information about yourself and your business (Subscription Data). You undertake to ensure that all Subscription Data is accurate and that you are entitled to submit it to us. Please also regularly review and update your Subscription Data to keep it current.

The information that you submit through use of this Site and the Services, including your Subscription Data, is subject to our Privacy Policy at http://www.flauntreport.com/privacy, which is specifically incorporated by reference into these Terms and Conditions and applies in addition, with these Terms and Conditions taking precedence in the event of any conflict.

You specifically acknowledge and agree that we shall be entitled to collect any data from your use of our Site and Services and to use it for reasonable purposes in the normal operation of the Site and Services, for example, for monitoring the performance of the Services, for reporting analytics and for product development. We may also use any data we collect via the Site and Services on a strictly anonymised basis (meaning that we will remove all data from which any individuals or entities can be specifically identified) at our discretion, including for marketing purposes.

It shall be your sole responsibility to use the Site and Services strictly in accordance with prevailing data protection law and regulation. In addition, in order to use the Services legally, you may be required to have appropriate privacy and “cookie” policies. It is your sole responsibility to audit the implications of your use of the Site and Services for data protection purposes. You agree that you shall be deemed the Data Controller for UK data protection purposes in relation of any domain or business for which you use our Site and Services.

DEALINGS WITH THIRD PARTIES:

LINKS TO THIRD PARTY SITES: Links to other sites from this Site are for information and convenience only. We do not control, monitor or verify such third party sites or information on them and, accordingly we accept no responsibility or liability arising from your access to any third party site which is linked from or referred to on this Site. The inclusion of such a link or reference does not imply any endorsement of, or association with, the third party or their site, express or implied.

THIRD PARTY APIs: The Services may rely to some extent on the use of third party data acquired via third party APIs. The availability of these third party APIs is outside of our control and may be withdrawn or changed at any time.

THIRD PARTY DATA: We may utilise aggregated data from third-parties through the Service. This data is not within our control and we can give no warranty as to the integrity or usefulness of such data. It may also be subject to third party usage terms. These may include the requirement to name the third party source or to post copyright or proprietary notices. You may not remove any such notices from third party data without consent.

DEALINGS WITH THIRD PARTIES THROUGH THE SITE: Through your use of the Site and Services, you may also be able to engage and transact with other users and businesses. Any such dealings with third parties are solely between you and such third party. ANY DEALINGS YOU HAVE WITH THIRD PARTIES THROUGH THIS SITE ARE SOLELY AT YOUR OWN RISK. WE GIVE NO WARRANTIES IN RESPECT OF ANY THIRD PARTY DEALINGS OR THIRD PARTY GOOD AND SERVICES AVAILABLE OR PROMOTED THROUGH THE SITE.

ADDITIONAL TERMS FOR MESSAGING FACILITIES, COMMENTS BOARDS AND CHAT ROOMS: We may make certain specific communications facilities available via the Site through which you may communicate with other users of the Site or publish material via the Site, in which case specific supplementary terms and conditions may apply where indicated on the Site. We reserve the right to moderate and remove any content that you may submit to public areas of the Site, including within any chat rooms, comments boards or similar functionality, although we shall not be obliged to moderate, vet, screen or otherwise check any user generated content on our Site. We will respect your privacy in any private messaging or other communications via the Site which shall be subject to our Privacy Policy and Site Usage Guidelines. YOUR USE OF SUCH FACILITIES IS AT YOUR OWN RISK. If you consider that material has been posted onto or sent via our Site that breaches our Site Usage Guidelines, please email support@flauntreport.com. We shall not be responsible for any damage caused by a delay in reviewing, moderating or removing any offending content or otherwise relating to your use of these facilities.

DISCLAIMERS: THIS SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANY OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOUR USE OF OUR SITE AND SERVICES IS ENTIRELY AT YOUR OWN RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR THE RESULTS OF USING OUR SITE AND SERVICES. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THE SITE OR THE SERVICES ARE OF SATISFACTORY QUALITY, WILL BE APPROPRIATE FOR YOU OR FIT FOR ANY PURPOSE, WILL SERVE YOUR REQUIREMENTS, OR THAT THEY WILL BE AVAILABLE, SECURE, ACCURATE OR ERROR-FREE, RELIABLE OR EFFECTIVE.

WHEN AGREEING TO THESE TERMS AND CONDITIONS YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION, UNDERTAKING OR PROMISE GIVEN BY OR US OR ON OUR BEHALF EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. WE SHALL HAVE NO RESPONSIBILITY FOR ANY STATEMENT MADE, WHETHER ORALLY OR IN WRITING, PRIOR TO THE DATE ON WHICH YOU FIRST ENTERED INTO A CONTRACT WITH US (UNLESS PROVEN TO HAVE BEEN MADE FRAUDULENTLY).

WITHOUT LIMITING THE FOREGOING, WE WILL TAKE REASONABLE CARE TO ENSURE THAT ALL DETAILS, DESCRIPTIONS AND SERVICE DESCRIPTIONS APPEARING ON THE SITE ARE ACCURATE AND CORRECT AT THE TIME WHEN THE RELEVANT INFORMATION IS PUBLISHED. WE AIM TO KEEP THE SITE REASONABLY UP TO DATE HOWEVER DESCRIPTIONS ON THIS SITE MAY VARY FROM THE SERVICES AVAILABLE AND AS UPDATED FROM TIME TO TIME. NO WARRANTY IS GIVEN AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION ON THE SITE.

ANY RATINGS OR MEASUREMENT OF INFLUENCER, MARKETING OR OTHER DATA PROVIDED ON THE SITE ARE PROVIDED FOR CONVENIENCE ONLY AS AN AID TO INTERPRETION AND ARE SUBJECTIVE.

THIS SITE IS PROVIDED FROM THE EU AND ALTHOUGH IT MAY BE ACCESSIBLE WORLDWIDE THIS DOES NOT IMPLY ANY REPRESENTATION OR WARRANTY THAT THE SITE OR SERVICES ARE LEGAL OR APPROPRIATE FOR USE IN OTHER COUNTRIES.

LIMITATION OF LIABILITY: IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION ANY LOSS (DIRECT OR INDIRECT) OF DATA, BUSINESS, REVENUE OR PROFITS, DAMAGE TO REPUTATON, LOSS OF ANTICIPATED SAVINGS, LOSS OF CONTRACTS, LOSS OF ENJOYMENT, WASTE OF MANAGEMENT OR OFFICE TIME, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE ARISING.

OUR ENTIRE LIABILITY TO YOU SHALL BE LIMITED TO THE SUMS PAID BY YOU TO US FOR OUR SERVICES DURING THE SIX MONTH PERIOD PRIOR TO ANY CLAIM NOTIFIED BY YOU TO US. ALL COMPLAINTS, DISPUTES AND CLAIMS MUST BE NOTIFIED TO US WITHIN 1 MONTH OF ANY ALLEGED LIABILITY ARISING, AFTER WHICH TIME ALL LIABILITY SHALL BE DEEMED TO HAVE EXPIRED.

Nothing in these Terms and Conditions shall limit our liability in any way for death or personal injury, for fraud or fraudulent misrepresentation or for any matter for which it would be illegal to exclude, or attempt to exclude, our liability.

INDEMNITY: In addition to and without limiting your liability under these Terms and Conditions, you hereby agree to defend, indemnify and hold us harmless for all liabilities, claims, and expenses, including legal fees and costs that arise from any breach of these Terms and Conditions by you. Without limiting this indemnity, we may opt to take over conduct of our own defence of any claim or liability, in which event you will cooperate with us fully in any legal dispute or proceedings.

DURATION AND TERMINATION: These Terms and Conditions shall come into effect on the date on which you first visit our Site and shall continue in force for as long as you continue to visit our Site or subscribe to any of our Services, save where any obligations are stated to survive termination or expiry of these Terms and Conditions.

Your subscription to any paid-for Services shall automatically expire at the end of the subscription period if you do not renew it. Renewals will occur automatically throughout our payment provider.

If you wish to terminate your subscription to any Services, you may do so at any time by deleting your account. No refunds shall be given for any remaining subscription period.

We may without liability terminate or suspend your use of the Site and any Services at the end of their current paid subscription period with or without notice and for any reason.

In addition, we may without any liability to you terminate or suspend any paid-for Services at any time with immediate effect on notice to you in the event that you have breached any material provision of these Terms and Conditions.

On expiry, termination or suspension for any reason your right to visit the Site and use the Services shall immediately terminate, and you acknowledge and agree that we may immediately deactivate or delete any account or subscription to the Site or Services and any of your user generated content hosted via the Site.

GENERAL LEGAL: TRANSFER OF RIGHTS AND OBLIGATIONS: The contract between you and us is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of the benefit or burden under these Terms and Conditions without our prior written consent. Flaunt may transfer, assign, charge, sub-contract or otherwise dispose of any of our rights or obligations arising under these Terms and Conditions at any time by posting a notice to this effect on the Site.

WRITTEN COMMUNICATIONS AND NOTICES: Applicable laws require that some of the information or communications we send to you should be in writing. When using our Site or Services, you accept that communication with us will be mainly electronic. We shall be entitled to contact you by e-mail or provide you with information by posting notices on our Site. For contractual purposes, you agree to this electronic means of communication as being legally effective and binding. All notices given by you to us must be given to JayBeeTAI Group Ltd to support@flauntreport.com. Notice will be deemed received and properly served immediately when posted on our Site (flauntreport.com only), 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

EVENTS OUTSIDE OUR CONTROL: Flaunt will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions that is caused by events outside our reasonable control (Force Majeure Event). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) (a) strikes, lock-outs or other industrial action; (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (e) impossibility of the use of public or private telecommunications networks; (f) the acts, decrees, legislation, regulations or restrictions of any government. Our performance under these Terms and Conditions will be deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations may be performed despite the Force Majeure Event.

NO WAIVER: If we fail, at any time to insist upon strict performance of any of your obligations these Terms and Conditions, or if we fail to exercise any of the rights or remedies to which we are entitled, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

SEVERABILITY: If any of these Terms and Conditions are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, the problematic term, condition or provision will to that extent be deemed severed from the remaining Terms and Conditions, which will continue to be valid to the fullest extent permitted by law.

ENTIRE AGREEMENT: These Terms and Conditions and any document expressly referred to in them represent the entire agreement between us in relation to their subject matter and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing. Any attempt by you to amend, replace or supplement these Terms and Conditions shall be null and void unless we have agreed to such changes in a written agreement validly signed by JayBeeTAI Ltd.

LAW AND JURISDICTION: Your use of our Site and Services will be governed by English law. Any dispute between us shall be subject to the exclusive jurisdiction of the courts of England and Wales.