BACKGROUND:

These Terms and Conditions are the standard terms which apply to the provision of interior design services by Millimetre Architecture limited, a registered in England & Wales under Company Registration Number 11692903, of registered office 85 Tottenham Court Road London W1T 4TQ (“Millimetre Architecture”) to customers who require interior design in their home. Please read them carefully and ensure that you understand and agree to them. If you have any questions, please contact us.

These Terms and Conditions apply where the customer is a “Consumer” as defined by the Consumer Rights Act 2015.

1. Definitions and Interpretation

1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Agreed Times” means the times which You and We agree for the Interior Designer to have access to the Property to complete the Project as specified in the Agreement;

“Agreement” means the contract into whichYou and We will enter if You accept the Quotation. The Agreement will incorporate, and be subject to, these Terms and Conditions. Our standard form of Agreement is attached as Schedule 1;

“Business” means any business, trade, craft or profession carried on by You or any other person or organisation;

“Consumer” means a “consumer” as defined by the Consumer Rights Act 2015, and in relation to these Terms and Conditions means an individual customer of Millimetre Architecture ltd who receives Interior Design Services for their personal use and for purposes wholly or mainly outside the purposes of any Business;

“Interior Designer” means Us or Our employee who will be responsible for providing the Interior Design Services;

“Deposit” means the deposit You may be required to pay in accordance with clause 5 below;

“Final Fee” means the total of all sums You must pay which will be shown on the invoice issued in accordance with clause 6 of these Terms and Conditions.

“Interior Design Services” means the interior Design Services We will provide as specified in the Agreement;

“Project” means the complete performance of the Interior Design Services;

“Order” means Your initial request for Us to provide the Interior Design Services as set out in clause 4 below;

“Products” means the products required for the provision of the Interior Design Services which We will supply (if any);

“Property” means Your home, as detailed in the Order and the Agreement, at which the Project is to take place;

“Quotation” means the quotation We give to You in accordance with clause 4 detailing the services We will provide to You and the fees We will charge;

“Quoted Fee” means the fee set out in the Quotation which may change according to the actual work undertaken as set out in clause 6 of these Terms and Conditions;

“Start Date” means the date You and We agree on for Us to start providing the Interior Design Services as specified in the Agreement;

“Visit” means any occasion, scheduled or otherwise, on which the Interior Designer visits the Property to provide the Interior Design Services;

“We/Us/Our” means Millimetre Architecture ltd and includes all employees, agents and sub-contractors of Millimetre Architecture ltd and

“You/Your” means a Consumer who is a customer of Millimetre Architecture ltd.

1. Each reference in these Terms and Conditions to “writing”, and any similar expression, includes electronic communications whether sent by e-mail, text message, fax or other means.

2. Each reference to a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.

3. Each reference to “these Terms and Conditions” is a reference to these Terms and Conditions.

4. Each reference to a Schedule is a reference to a schedule these Terms and Conditions.

5. The headings used in these Terms and Conditions are for convenience only and do not affect the interpretation of these Terms and Conditions.

6. Words signifying the singular number will include the plural and vice versa.

7. References to any gender will include any other gender.

8. References to persons, unless the context otherwise requires, include corporations.

2. Information about Us

1. We are a private limited company.

2. We trade under the name Millimetre Architecture

3. We are registered in England and Wales under number 11692903.

4. Our registered office is at 85 Tottenham Court Road London W1T 4TQ

5. VAT registration 450 959959.

3. Communication and Contact Details

1. If You wish to contact Us with questions or complaints, You may contact Us by telephone at 07501781419 or by email at hello@mmstudiointerior.com

2. In certain circumstances, You must contact Us in writing (as stated in various clauses throughout these Terms and Conditions). When contacting Us in writing You may use the following methods:

3. contact Us by email at hello@mmstudiointerior.com

4. contact Us by pre-paid post at Millimetre Architecture

4. Engagement

1. We accept professional engagements for Interior Design Services from domestic customers through our Website and by phone and e-mail.

2. When you contact us, if requested, Millimetre Architecture limited can visit the home or space in question for a consultation fee. Consultations will last approximately one (1) hour and may be attended by up to two designers from Millimetre Architecture limited. During the consultation, a measuring service may take place, which unless specified will be charged at an additional fee. In any event, we will speak and correspond with you to take your further detailed instructions and prepare a Design Plan, which is a tailored and personalised plan setting out in detail the Interior Design Services required.

3. The Design Plan will be created digitally by Millimetre Architecture limited and either sent to you in the form of an email or will be discussed with you in person. We do require certain details before preparing the Design Plan, including the location and size of the room(s) or space(s) to be designed or re-designed, and the aesthetic and stylistic requirements and aspirations. All of which will be discussed prior to clause 4.4 below.

4. Once the Design Plan is completed and provisionally agreed, we will attach it to a Quotation and send that to You either by email or first-class post. The Quotation will set out the required Deposit (if applicable) and fee (see clauses 5 and 6 below).

5. The Quotation is calculated based on a number of factors such as the amount of design work involved, site visits required, email time exchanged, anticipated installation days, and so on, and includes a project manager to oversee & assist with installation help, liaise with tradesmen and logistics assistance unless stated otherwise. Our Quotations typically exclude manual labour typically carried out by a handyman, contractor or builder for installations or renovations, however this will be arranged by us on your behalf and should be accounted for in your own budget or should be contracted by you directly.

6. If regrettably We cannot accept your instructions, We will inform you of this in writing or by e-mail or using some other appropriate communication method that would be considered expedient for both of us.

7. You may make changes to the Design Plan and Quotation before accepting it.

8. You may accept a Quotation by e-mail within twenty-one (21) days after the date We issue the Quotation.

9. When (but not before) You have accepted the Quotation and You have paid the Deposit, a legally binding contract between You and Us will be created for Us to provide the Interior Design Services and for You to pay for them. We will then attach the signed Agreement and complete any blanks in the Agreement in accordance with the Quotation.

10. If you wish to change your Order after accepting the Quotation, please contact Us and We will tell you whether or not the change can be accommodated, along with any changes to the fees payable as a result. If we can accommodate the changes or the changes to the fees or other matters are not acceptable to you, you may cancel in accordance with clauses 12 and/or 13. Any changes or notice of cancellations made will need to be stated within 14 days of receiving a deposit, after that no cancellations or changes can be offered.

5. Deposit

1. At the time of accepting the Quotation or not more than seven (7) calendar days thereafter , depending on the nature of the work and any specialist Products required in advance, You may be required to pay Us a Deposit. The Deposit will be forty percent (40%) of the Quoted Fee. We will not commence a Project until the Deposit is paid in full.

2. If you cancel the Interior Design Services, We may retain some or all of the Deposit as set out in clauses 12, 13 and 14.

6. Fees and Payment

1. The Quoted Fee will include the price payable for the Interior Design Services only. Once the Project commences, we will begin to put together your design which will include an itemised breakdown of the Products to buy, which you have the right to approve everything or reject. We will then invoice you for the Products and once the relevant money is received, we then purchase the Products on their behalf.

2. The Quoted Fee and the Final Fee are inclusive of VAT (if applicable). If the rate of VAT changes, We will adjust the amount of VAT that You must pay.

3. We will invoice for the balance of fees due and owing You when the Project has been completed.

4. You must pay our final invoice within thirty (30) calendar days of receiving it by electronic bank transfer using bank details we provide.

5. If You do not pay an invoice by the due date We may charge You interest on the overdue sum at the rate of eight percent (8%) above the base rate of the Bank of England from time-to-time until payment is made in full. Interest will accrue on a daily basis from the due date until the actual date of payment, whether before or after judgment.

7. Interior Design Services

1. We will provide the Interior Design Services in accordance with the specification set out in the accepted Quotation and in the Agreement (as may be amended by agreement between You and Us from time to time).

2. We may provide sketches, impressions, plans or similar documents in advance of the Project. Any such material is intended for illustrative purposes only and is not intended to provide an exact specification of the Project nor to guarantee specific results. Additionally, we do not claim the copyright to any images sourced from internet sources externally.

3. We will use reasonable endeavours to ensure that the Products We use match those chosen by You and are consistent in the relevant room or space. There may be slight variations to the same Products as a result of differences between photographs, catalogues and other materials, and the Products themselves, or as a result of minor technical changes which will not impact your use of the Product in question. Product packaging may also vary. If different Products are required due to non-availability, We will not supply them without consulting with You first, in advance of the Project. If You do not wish to accept the alternative Products, You may cancel and receive a full refund of all sums paid including, where applicable, the Deposit.

4. We will ensure that the Interior Design Services are performed with reasonable care and skill and to a reasonable standard which is consistent with best trade practice.

5. If you select our Measuring Service, we measure your desired space(s) with a laser measure and provide to-scale floor plans drawn on our software. These measurements are for information purposes and guidance and we neither offer nor imply any warranty as to their accuracy and you should rely on your own due diligence. Millimetre Architecture limited designers will endeavour to scale up floor plans provided you or your contractor with reasonable accuracy. Millimetre Architecture limited does however require you to check these floor plans are accurate and correct before beginning any form of design work such as hiring tradesmen, requesting quotes and purchasing furniture and other items.

6. If you select the personal shopping service, we have the right to keep any percentage of trade discounts offered where applicable.

7. We will ensure that no parts of the Property suffer damage as a result of Our provision of the Interior Design Services. We will make good any damage that occurs at no additional expense to You as soon as is reasonably possible. We will not however make good of any financial or physical damage caused by sub-contractors, or external companies recommended by Millimetre Architecture limited.

8. Where a Project is to last for more than one working day, the Interior Designer will where reasonably possible leave the room or space in a clean and tidy state and minimise any disruption to Your use and enjoyment of the Property while work is being carried out. We will wherever possible store all tools and materials only in areas where work is being carried out, or where a client has approved or remove them from the property at the end of each working day.

9. Time shall not be of the essence in the rendering of the Services under these Terms and Conditions or under the Agreement.

10. All intellectual property rights in or arising out of or in connection with the Project and the Design Plan (other than intellectual property in any materials, images or plans supplied by You and materials, images and plans licensed by third parties) shall be owned by Us.

11. Photographs & Publicity: You agree to allow Designer and/or Designer's representatives to photograph Project during all stages of Design Services including when project is complete. Photographs will be used for business purposes, including, but not limited to: press, publications, online, social media, marketing, advertising, and print. Designer will not disclose address or Client’s name without prior consent. Costs of photographs and publicityare the responsibility of the Designer. Additionally, if Client or Client's agents document the Project, Designer shall be given credit as the designers if documentation is released publicly.

8. Faulty Products

If You discover a defect with one or more of those Products or if the Product or Products have been incorrectly described, You should inform Us using the contact details above in clause 3 and we will then contact the supplier of the Product to request a refund, repair or replacement on your behalf and you appoint us as your agent for this purpose.

9. Problems with Our Service

1. If there is a problem with the result of the Interior Design Services, i.e. they have not been provided with reasonable care and skill, You are entitled to ask Us to repeat or fix the service.

2. We always use reasonable efforts to ensure that Our provision of the Interior Design Services is trouble-free. If, however, there is a problem with the Interior Design Services We request that You inform Us as soon as is reasonably possible. We will use reasonable efforts to remedy problems with the Interior Design Services as quickly as is reasonably possible and practical.

10. Your Warranties and Obligations

1. You warrant and confirm that the Client Information you disclose to us will be sufficient, accurate and complete in every respect.

2. You are 18 years of age or older

3. If any consents, licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, You must obtain them before We begin to provide the Interior Design Services.

4. We may ask you to move or remove certain furniture, fixtures and fittings in the Property before we begin work. Unless You and We specifically agree otherwise, this is Your responsibility.

5. You will ensure that the Interior Designer can access the Property at the Agreed Times to provide the Interior Design Services.

6. You may either give the Interior Designer a set of keys to the Property or be present at the Agreed Times to give the Interior Designer access. All keys will be kept safely and securely by the Interior Designer. On occasion Millimetre Architecture ltd may request keys are couriered over to a designer to save time, in which case courier fees will be charged to you.

7. If You do not provide the required access to the Property or make it impossible for Us to provide the Interior Design Services by failing to comply with any other provision in this clause 10, and do not have a good reason for this, We may invoice you for any additional charges incurred as a result.

8. You must ensure that the Interior Designer has access to electrical outlets and a supply of hot and cold running water.

9. Following completion of the Project, you shall have a reasonable opportunity to inspect the completed work and to notify us of any snagging issues or other minor defects. We shall endeavour to correct these at no additional cost to you provided they do not represent a substantial material change in the Project or are deemed as unfair or unnecessary issues to fix by Millimetre Architecture ltd.

11. Changing the Start Date

1. If You ask Us to change the Start Date:

2. We will where reasonably possible agree a revised Start Date with You;

3. If it is not possible to agree a revised Start Date either You or We may terminate the Agreement (see clause 14).

4. If We ask You to change the Start Date, You may either:

5. agree a revised Start Date with Us; or

6. terminate the Agreement (see clause 14).

12. Cancellation of Contract During the Cooling Off Period

1. Where the Agreement is not made “on Our premises”, You have a statutory right to a “cooling off” period. In the case of Products, we will not allow cancellation following delivery as the Products we supply are bespoke and/or customised to your Design Plan and/or made-to-measure. Otherwise, t the cooling off period begins once the contract between You and Us is formed and ends

2. at the end of 14 calendar days after the date on which the contract is formed.

3. If You wish to cancel the Agreement within the cooling off period, You should inform Us immediately by a clear statement (e.g. a letter sent by post, fax or email to the postal address, fax number or email address specified in these Terms and Conditions).

4. If You exercise this right to cancel, You will receive a refund of any amount paid to the Us in respect of the contract (including, but not limited to, the Deposit, where applicable), less the reasonable value of any work we have already undertaken.

5. We will process the refund due to You as a result of a cancellation without undue delay and, in any case, within the period of 14 calendar days after the day on which We are informed of the cancellation.

6. If the Start Date falls within the cooling off period, You acknowledge and agree to the following:

7. If the Project is completed within the 14 calendar day cooling off period, You will lose the right to cancel once the Project is completed;

8. If You cancel the Agreement after provision of the Interior Design Services has begun You will be required to pay for the Interior Design Services and any Products that cannot be returned to Us supplied up until the point at which You inform Us of Your wish to cancel;

9. The amount due will be calculated in proportion to the full price of the Interior Design Services and the actual Interior design Services already provided. Any sums that have already been paid for the Interior design Services will be refunded subject to deductions calculated on this basis;

10. We will process any refund no later than 14 calendar days after You inform Us of Your wish to cancel.

11. Clause 13 below applies to termination of the Agreement after the 14 calendar day cooling off period has elapsed.

13. Cancellation Outside of the Cooling Off Period

1. If You cancel the Project after the 14 calendar day cooling off period has expired (or where it does not apply) and less than seven (7) calendar before the Start Date, We will retain from the Deposit, if applicable, a sum to cover any net financial loss that We suffer due to the cancellation. We will refund the balance of the Deposit to You as soon as is reasonably possible, and in any event within 14 calendar days of cancellation. If Our net financial loss is more than the amount of the Deposit (and/or if no Deposit has been paid), We will invoice You for the shortfall and You will be required to make payment in accordance with clause 6 above.

2. We may need to terminate the Agreement before the Start Date due to the unavailability of required personnel or materials, or due to the occurrence of an event outside of Our reasonable control. If such cancellation is necessary, We will inform You as soon as is reasonably possible. We will refund the Deposit, if applicable, and any other sums paid as soon as is reasonably possible, and in any event within 14 calendar days of termination.

14. Termination

1. Throughout the Project, you are under an obligation to respond promptly and fully to us. Should contact cease for a continuous period of two (2) months or you fail to provide responses to us that, acting reasonably, we consider to be satisfactory in assisting progression of your Project, we will regard your project as completed and no further work will be carried out and we also reserve the right to terminate our Services forthwith in those circumstances.

2. You may terminate the Agreement with immediate effect at any time by giving Us written notice if:

3. We have breached the Agreement in any material way and have failed to remedy that breach within twenty-one (21) days of You asking Us in writing to do so;

4. We enter into liquidation or have an administrator or receiver appointed over Our assets;

5. You and We have been unable to agree a revised Start Date or You elect to terminate the Agreement under clause 11 above;

6. We are unable to provide the Interior design Services due to an event outside of Our control (see clause 16 below).

7. We may terminate the Agreement with immediate effect by giving You written notice if:

8. You fail to make a payment on time as required under Clause 6 (this does not affect Our right to charge interest on overdue sums under sub-Clause 6.8);

9. You have breached the Agreement in any material way and have failed to remedy that breach within seven (7) days of Us asking You in writing to do so; or

10. You and We have been unable to agree a revised Start Date under clause 11 above;

11. You do not provide the Interior Designer with access to the Property or otherwise make it impossible for the Interior Designer to provide the Interior design Services, and We have been unable to contact You to re-arrange the Interior Design Services;

12. We have been unable to provide the Interior Design Services for more than two (2) weeks due to an event outside of Our control (see clause 16 below).

13. For the purposes of this clause 14 a breach of the Agreement will be considered ‘material’ if it is not minimal or trivial in its consequences to the terminating Party. In deciding whether or not a breach is material no regard will be had to whether it was caused by any accident, mishap, mistake or misunderstanding.

14. If at the termination date:

15. You have made any payment to Us (including, but not limited to, the Deposit) for any Interior design Services We have not yet provided, these sums will be refunded to You as soon as is reasonably possible, and in any event within 14 calendar days of the termination notice. We may, however, deduct from such a refund (or charge You) reasonable compensation for the net costs We will incur as a result of your breaking the Agreement if We terminate it under sub-clauses 16.2.1, 16.2.2, or 16.2.4;

16. We have provided Interior design Services that You have not yet paid for, the sums due will be deducted from any refund due to You or, if no refund is due, We will invoice You for those sums and You will be required to make payment in accordance with clause 6 above.

15. Effects of Termination

1. If the Agreement is terminated for any reason:

2. Any clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement will remain in full force and effect.

3. Termination will not remove or reduce any right to damages or other remedy which either You or We may have in respect of any breach of the Agreement which exist at or before the date of termination.

16. Events Outside of Our Control (Force Majeure)

1. We will not be liable for any failure or delay in performing Our obligations under these Terms and Conditions where the failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, pandemics such as Covid 19 , earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

2. If any event described under this clause 16 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:

3. We will inform You as soon as is reasonably possible;

4. Our obligations under the Agreement will be suspended and any time limits that We are bound by will be extended accordingly;

5. We will inform You when the event outside of Our control is over and provide details of any new dates, times or availability of Interior design Services as necessary;

6. You or We may terminate the Agreement (see clause 14 above).

17. Liability and Limitations –

1. We will maintain suitable and valid insurance including public liability insurance and professional indemnity. 9proof of insurance available on request.

2. Please note that these Terms do not apply to interior design services to be provided at or for commercial or business premises. We make no warranty or representation that the Services are fit for commercial, business or industrial purposes of any kind. We will not be liable to You for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.

3. If We cause any damage to the Property, We will make good that damage at no additional cost to You. We are not responsible for any pre-existing faults or damage in or to Your property that We may discover while providing the Interior design Services.

4. We are not liable for any loss or damage You suffer which results from Your failure to follow any reasonable instructions given by Us or tradesman.

5. Millimetre Architecture limited will reasonably endeavour to carry out all the necessary access checks prior to ordering any furniture and other items for you to ensure that the relevant products ordered will pass freely into the room or space of choice, that they will fit in that room, can be transported via any door, stairs and doorways, and there are no other issues that could make delivery more complicated or impossible. However, Millimetre Architecture limited cannot accept any liability or responsibility for the adverse financial consequences of late or no delivery by third parties or items that arrive and may not fit or be suitable.

6. You agree that we will not be liable for any losses or damages or other adverse financial consequences arising from a breach or failure on the party of an independent third-party contractor. You further acknowledge and agree that in regard to contractor and retailer, etc. recommendations Design Plan, unless expressly agreed otherwise, Millimetre Architecture limited acts strictly as a third party referrer and not a provider of such trades, goods and services of any kind, and all contractual relations and arrangements concerning the provision of such trades, goods and services are entirely a matter between you and the relevant contractor(s) and/or retailers and others, Millimetre Architecture limited is in no way responsible or liable for the provision of such services, and you indemnify Millimetre Architecture limited entirely in respect of the financial consequences of any breach of contract or breach of duty on the part of you or the third party provider in the provision of your services.

7. While Millimetre Architecture limited will attempt to ensure that all retail product links in its design presentations are current, there is no guarantee that the furniture or accessories recommended by us will be available for purchase or in stock.

8. Our total liability to You in respect of all other losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to a sum equal to the Quoted Fee.

9. You shall indemnify us against any costs, liability, damages, loss, claims or proceedings arising out of your failure to meet any of your obligations or any other breach of these Terms and Conditions.

10. Nothing in these Terms and Conditions is intended to or will limit or exclude Our liability for death or personal injury caused by Our negligence or for fraud or fraudulent misrepresentation.

11. Nothing in these Terms and Conditions is intended to or will limit Your legal rights as a Consumer under any consumer protection legislation. For more details of Your legal rights please refer to Your local Citizens Advice Bureau or Trading Standards Office.

18. How We Use Your Personal Data (Data Protection)

1. All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and Your rights under the GDPR.

2. For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy & Cookie Policy.

19. Other Important Terms

1. We may from time to time change these Terms and Conditions without giving You notice, but We will use Our reasonable endeavours to inform You as soon as is reasonably possible of any such changes.

2. We may transfer (assign) Our obligations and rights under the Agreement to a third party (this may happen, for example, if We sell Our business). If this occurs, We will inform You in writing. Your rights under the Agreement will not be affected and Our obligations under the Agreement will be transferred to the third party who will remain bound by them.

3. You may not transfer (assign) Your obligations and rights under the Agreement without Our express written permission (such permission not to be unreasonably withheld).

4. The Agreement 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 the Agreement.

5. If any provision of the Agreement or these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Agreement or these Terms and Conditions and the remainder of the provision in question will not be affected.

6. No failure or delay by Us or You in exercising any rights under the Agreement means that We or You have waived that right, and no waiver by Us or You of a breach of any provision of the Agreement means that We or You will waive any subsequent breach of the same or any other provision.

20. Regulations and Information

1. We are required by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to ensure that certain information is given or made available to You as a Consumer before We make Our contract with You (i.e. before You have accepted the Quotation and the Agreement has been signed) except where that information is already apparent from the context of the transaction. We have included the information itself either in the Agreement or Quotation for You to see, or We will make it available to You before the Agreement is signed and you accept the Quotation. All of that information will, as required by the Regulations, be part of the terms of Our contract with You as a Consumer.

2. As required by the Regulations:

3. all of the information described in sub-clause 20.1; and

4. any other information which We give to You about the Interior design Services, or about Us or Our business which you take into account when deciding to accept the Quotation and sign the Agreement, or when making any other decision about the Interior design Services, will be a part of the terms of Our contract with You as a Consumer.

5. Law and Jurisdiction

6. These Terms and Conditions, the Agreement, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law. 21.2. Any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, the Agreement, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.