ABOUT OUR TERMS AND CONDITIONS
page provides information about who we are and the legal terms and conditions
that may apply to your use of LooeGifts.co.uk and
any product you order from us.
To help you find the information you are looking for, we have divided these Terms and Conditions into 4 sections. These are:
- View information about Looe Gifts
- View our general terms and conditions of sale
In addition to our legal terms and conditions, you may also find it helpful to visit the Help section of our website. Here you will find useful information on our delivery charges, delivery time scales, and returns policy, (as well as helpful information relevant to other questions you may have.
PART A: INFORMATION ABOUT LOOE GIFTS
This website is owned and operated by Looe Gifts
Our registered VAT number is: GB780 7750 04
If you want to ask us anything (whether about our products and services, this website, any of our terms and conditions or otherwise), then please contact us.
The Website Terms apply to your use of the Looe Gifts website at www.LooeGifts.co.uk (the “Website”) and to any order you place on the Website.
The Website Terms apply regardless of how you access the Website, including any technologies or devices by which Looe Gifts makes the Website available to you at home, on the move or in store.
You must read these Website Terms carefully, and we recommend that you print and keep a copy for your future reference.
By accessing, browsing, using, registering with, or placing an order on the Website, you confirm that you have read, understood and agree to these Website Terms in their entirety. If you do not agree to these Website Terms in their entirety, please do not use this Website.
YOUR USE OF THIS WEBSITE
You may only use this Website for lawful purposes and you may not use it in a way that infringes the rights of anyone else or that restricts or inhibits anyone else’s enjoyment of the Website.
You may not, without our prior written consent, copy, reproduce, crawl, frame, republish, download, print, post, distribute, re-post, broadcast, record, transmit, edit, communicate to the public, link to, deep-link into, or distribute in any way the web pages or materials on the website or the computer codes or elements comprising the Website other than solely for your own personal or internal business use. You may not use the content of the Website for any commercial purposes whatsoever.
USE OF THIS WEBSITE FROM OUTSIDE THE UK
Except where otherwise specified on this Website, the materials on this Website are displayed solely for the purposes of promoting Looe Gifts’s products and services available in the UK. However Looe Gifts may accept orders for delivery to locations outside of the UK subject to customs, legal, regulatory and certain practical restrictions. Those who choose to access this Website from locations outside the UK or place orders for delivery to locations outside the UK are responsible for compliance with local laws if and to the extent local laws are applicable.
OWNERSHIP OF RIGHTS
All rights, including copyright and other intellectual property rights, in and to this Website are owned by or licensed to Looe Gifts.
Your use of the Website and its contents grants no rights to you in relation to our intellectual property rights, or that of third parties, in the Website or its contents. By submitting information (other than your personal data), text, photos, graphics or other content to the website you confirm that you have the right to use the same and grant us a right to use such materials at our own discretion (with or without accreditation) in any media including, without limitation, to edit, copy, reproduce, disclose, post and remove such materials from the website.
You further agree to execute all such documents and do all such acts and things as we may reasonably require in order to assign any such rights to us and to waive any moral rights you acquire in or to the Website.
GUIDELINES FOR SOCIAL MEDIA & PRODUCT REVIEWS
Please read and understand the below before posting a product review or any other user generated content on our Website or social media sites.
Ownership of Submissions
Social Networking Sites
Intellectual Property Rights
A disclosure, submission or offer of any Submissions and your agreement to these terms and conditions shall constitute an assignment to Looe Gifts of any intellectual property rights. Whenever you make use of a feature that allows you to upload material to our site, including questions, or to make contact with other users of our site or to make Submissions on any Looe Gifts related third party website or page, you must comply with the content standards set out below and these terms. Any third-party advertising on Looe Gifts pages of third party social networking sites are not the responsibility of, or endorsed by Looe Gifts. All rights, including copyright on Looe Gifts pages are owned by or licensed to Looe Gifts. Any use of any Looe Gifts social networking pages or their contents, including copying or storing them in whole or in part, other than for your own personal, non-commercial use is prohibited without the permission of Looe Gifts. By making a Submission you confirm that the Submission is your own and that the content does not infringe the material, trademarks or intellectual property of others.
Any material you upload to our Website will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any material in the Submissions for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site or any Looe Gifts related third party social networking site constitutes a violation of their intellectual property rights, or of their right to privacy. We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our Website. We have the right to remove any Submissions you make on our Website if, in our opinion, such Submission does not comply with the content standards set out below.
Rules for Submissions
You must be 18 years of age or older and registered to post a submission. Suppliers or manufacturers are not eligible to post a submission.
Please be polite and only write in English (or the applicable language for the Looe Gifts Website on which you are posting a submission). If you require an immediate response from us or have a comment about our service please contact us directly for a quicker response.
Submissions should not include:
- Profanity, blasphemy, spiteful, racist, sexually explicit, sexually gratuitous or discriminatory comments or content that might be considered to be harassment, abuse or threats against the personal safety or property of others
- Comments about other reviewers or bloggers
- Remarks that repeat criminal accusations, false, defamatory or misleading statements
- Material which impersonates others or personal information about anyone, including yourself, such as phone numbers, postal addresses or credit card numbers
- Spam or advertising
- Third party brand names or trade marks
- HTML code, computer script or website URLs
- Availability, price or alternative ordering or delivery information
- Information about Looe Gifts suppliers or manufacturers
Looe Gifts, in its absolute discretion, reserves the right to not publish the Submission or remove it, take any appropriate action if deemed necessary or remove reviews which relate to seasonal products which are no longer in season.
Please let us know if you see any Submissions which do not comply with our rules.
Accuracy of content
To the extent permitted by applicable law, Looe Gifts disclaims all representations and warranties, express or implied, that content or information displayed in or on this Website is accurate, complete, up-to-date and/or does not infringe the rights of any third party.
The views expressed in user generated content are
the opinions of those users and do not represent the views, opinions, beliefs
or values of Looe Gifts or any of its group companies.
Damage to your computer or other device
Looe Gifts uses reasonable efforts to ensure that
this Website is free from viruses and other malicious or harmful content.
However, we cannot guarantee that your use of this Website (including any
content on it or any website accessible from it) will not cause damage to your
computer or other device. It is your responsibility to ensure that you have the
right equipment (including antivirus software) to use the Website safely and to
screen out anything that may damage or harm your computer or other device.
Except where required by applicable law, Looe Gifts shall not be liable to any
person for any loss or damage they suffer as a result of viruses or other
malicious or harmful content that they access from or via the Website.
Links to other websites
We have placed links on this Website to other
websites we think you may want to visit. We do not vet these websites and do
not have any control over their contents. Except where required by applicable
law, Looe Gifts cannot accept any liability in respect of the use of these
Exclusions of liability
We exclude all representations, warranties,
conditions and terms (whether express or implied by statute, common law or
otherwise) to the fullest extent permitted by law. We accept no liability for
any losses or damages which are not reasonably foreseeable arising out of or in
connection with these Website Terms or your use of the Website.
You are responsible for maintaining the confidentiality of your password and account and any activities that occur under your account. Looe Gifts shall not be liable to any person for any loss or damage which may arise as a result of any failure by you to protect your password or account.
These exclusions shall be governed by and construed
in accordance with English law. If any provision of these disclaimers and
exclusions shall be unlawful, void or for any reason unenforceable then that
provision shall be deemed severable and shall not affect the validity and
enforceability of the remaining provisions.
Nothing in these Website Terms shall exclude or limit our liability for personal injury or death caused by our negligence. In addition, these Website Terms shall not limit or exclude any other liability that we are not permitted to limit or exclude under applicable law.
Other legal notices
There may be legal notices on other areas of this
Website which relate to your use of the Website, all of which will, together
with these Website Terms govern your use of this Website.
Third party rights
Only you and Looe Gifts shall be entitled to
enforce these Website Terms. No third party shall be entitled to enforce any of
these Website Terms, whether by virtue of the Contracts (Rights of Third
Parties) Act 1999 or otherwise.
These Website Terms set out the entire agreement
between you and us and supersede any and all prior terms, conditions,
warranties and/or representations to the fullest extent permitted by law.
Law, jurisdiction and language
Any matter that arise out of your use of this
Website (including any contract entered between you and us through the Website)
shall be governed by the laws of England and Wales and subject to the exclusive
jurisdiction of the courts of England and Wales. All contracts shall be
concluded in English.
Changes to these Website Terms
We reserve the right to change and update these Website Terms from time to time and recommend that you revisit this page regularly to keep informed of the current Website Terms that apply to your use of the Website. By continuing to access, browse and use this Website, you will be deemed to have agreed to any changes or updates to our Website Terms.
PART C: GENERAL TERMS AND CONDITIONS OF SALE
These general terms and conditions of sale (“General Terms and Conditions of Sale”) apply to any order you place through www.LooeGifts.co.uk (the “Website”). These General Terms and Conditions of Sale apply regardless of how you access the Website, including via any technologies or devices by which Looe Gifts makes the Website available to You at home, on the move or in store. You must read these General Terms and Conditions of Sale carefully. By placing an order through the Website, you confirm that you have read, understood and agree to these General Terms and Conditions of Sale in their entirety. If you do not agree to these General Terms and Conditions of Sale in their entirety, you must not order any product or service through the Website.
- Opening an account and placing an order
- Acceptance of your order
- Delivery and Collection
- Changes to your order
- Your right to cancel
- Our goodwill refund policy
- Returns to store
- Product and service description
- Age restricted products
- Product guarantees
- Gift cards and online gift certificates/voucher codes
- Assignment, waiver and third party rights
Opening an Account and Placing an Order
To place an order, you can open an account with us which will require you to provide some compulsory personal information. Alternatively, you can choose to place your order via the guest checkout
You confirm that all information and details provided by you to us (including on registration) are true, accurate and up to date in all respects and at all times. You can update or correct your details at any time by going to Your Account.
When you create an account we may provide you with and/or ask you to use passwords or other means to allow you to access certain areas of the Website and/or to maintain your account security. It is your responsibility to maintain the confidentiality of your password and account information. Looe Gifts shall not be liable to any person for any loss or damage which may arise as a result of any failure by you to protect your password or account. Should you become aware of or suspect any unauthorised use of your password or account, please contact us.
Acceptance of your order
Please note that completion of the online checkout process does not constitute our acceptance of your offer to purchase products or services from us. Our acceptance of your order will take place only when we despatch the product(s) or commencement of the services that you ordered from us. Prior to despatch of the product(s), Looe Gifts has the right to decline an order for any reason, including legal and regulatory reasons.
We will notify you by email as soon as possible to acknowledge that we have received and are processing your order. The duration of our contract with you will start from when you order and we take payment and dispatch the products, until the last day of your right to cancel.
If we cannot supply you with the product or service you ordered, we will not process your order, inform you of this in writing (including email) and, if you have already paid for the product or service, refund you in full as soon as reasonably possible.
If the fulfilment of an order (or any aspect of it) would be illegal or unlawful, including by reason of breach of export controls or sanctions rules, Looe Gifts has the right to stop or cease to fulfil the order at any time, including after despatch of products and/or notification to you that the order has been received and is being processed. You acknowledge that Looe Gifts shall incur no liability in such circumstances.
All card payments are subject to authorisation by your card issuer. We take payment immediately for all products..
All products ordered will remain the property of Looe Gifts until we have delivered the products to the address specified by. If your payment is not received and you have already received the products you ordered from us, you must pay for or return those products to us in accordance with our reasonable return instructions and in the same condition that you received them at your own expense. If you do not do this within 30 days of the date on which we cancel your order, we may collect or arrange for collection of the products at your expense. We reserve the right to charge you for any and all damage to (or other adverse interference with) any products that are the subject of an unpaid order.
Delivery charges and time scales vary depending on
the type of products ordered, the service you select and the delivery address.
You’ll find full details of our delivery charges here.
Please note that certain products and services may be subject to alternative delivery charges, restrictions and/or time scales. In particular:
- Delivery will be to the UK or international address or store specified in your order. If no one is available at a residential or other address at the time of delivery, a note will be left by the courier to advise whether your order has been left in a safe place e.g. with a neighbour, or returned to the depot.
- All risk in the products you order (including risk of loss and/or damage to the products) shall pass to you when they are delivered to the delivery address specified in your order.
- We shall be under no liability for any delay or failure to deliver products if the delay or failure is wholly or partly caused by circumstances beyond our control.
- In the UK, delivery charge refunds can only be made in accordance with your legal rights under the Consumer Protection (Distance Selling) Regulations 2000 and other applicable legislation. Similar rights may apply for some international deliveries. For further information about your legal rights see “Your Right to Cancel” section below and contact your local authority Trading Standards department or consumer advice centre (for example the Citizen’s Advice Bureau for UK customers).
Due to customs, legal, regulatory and certain practical restrictions applicable to orders placed for international delivery, some of our products may not be available for delivery to certain destinations outside the UK. Looe Gifts reserves the right to define what can and cannot be delivered to which destination.
- Purchases can be made in Pounds Sterling. International credit card providers or banks will determine the exchange rate and may add an additional processing or administration charge in relation to such payment which international credit card holders will be liable to pay.
- Looe Gifts products are sold on a delivery duty unpaid basis. The recipient may have to pay import duty or a formal customs entry fee prior to or on delivery. Additional taxes, fees or levies may apply according to local legislation and customers are required to check these details before placing an order for international delivery.
- Where applicable, it will be your sole responsibility to comply with any export controls or sanctions rules applicable to goods supplied to you.
You’ll find more information on international delivery, returns and refunds, and VAT delays in our help section.
Where the supply of your product(s) or service(s) is delayed or prevented for reasons beyond our control (for example, material shortages, import delays or higher than anticipated demand) we will make every effort to keep you informed but shall be under no liability to you for such delay or failure.
Changes to your order
Any changes to your order must be notified to us in writing and within a reasonable time. If you amend or change your order you may find there are changes to your delivery timetable and / or the price you pay for the item (you will be charged the current selling price on the day you amend your order).
Your right to cancel
If you are contracting with us as a consumer online or by phone, you have the right to cancel (under the Consumer Rights Directive 2011/83 as implemented in the applicable EU member state (“CRD”), all or part of your contract at any time up to 14 calendar days after the day on which you receive the goods or services you ordered. Any paid delivery charge will be included in your refund once we have received all (not part) of your order to the specified address below.Please note the delivery charge refund will be to the value of standard delivery. Looe Gifts will process your refund with 14 days of receipt of the products, to the specified address.You must take reasonable care of the goods while in your possession and they must be returned to us before we can issue your refund.
For further information about your statutory
rights, contact your local authority Trading Standards department or consumer
advice centre (for example the Citizen’s Advice Bureau if you are in the UK).
If you are a non-EU customer, please see our international returns
If you wish to cancel (or are considering cancelling) a product or service you have ordered from us, please be aware of the following terms that apply:
- Applicability of cancellation rights: Legal rights of cancellation under the CRD available for UK or EU consumers do not apply to certain products and services or, any products with a seal where the seal is broken.
- Damaged or incorrectly supplied products: You should check all products you receive against your order. If the products you receive are damaged or incorrectly supplied on delivery then you must note the details of any damage or error in supply on the delivery documentation or if you are unable to view the items on receipt, you must inform us (by post, phone or email only) within a reasonable period of time. You must return the products to us as soon as possible after informing us that the products are damaged or have been incorrectly supplied.
- Damage during the course of returning products: If you choose to return any products to us, we will not be responsible for any loss or damage to them in transit and, for this reason, we recommend that you use a recorded delivery service. If returned products are lost or damaged in transit, we reserve the right to charge you (or not to refund any amounts attributable to) such loss or damage.
- Other cancelled products: If you want to cancel products that are not damaged or incorrectly supplied, then you must inform us of this within 14 calendar days the day after you receive the goods or services in accordance with the CRD or otherwise as soon as possible. You must take reasonable care of the products that you wish to cancel. Products should be returned in or with their original packaging or in the case of oversized items, collection arrangements made, promptly at your cost (currently a charge of £50) which will be notified to you at the time of cancellation.
This is not intended to be a full statement of all
your rights under the CRD. Full details of your rights under the CRD are
available in the UK from your local Citizens’ Advice Bureau or your Local
Authority’s Trading Standards Office.
In the case of damaged or incorrectly supplied goods, we may offer you a replacement product. Any refunds given by us will be made to the debit/credit card account or by cheque (as applicable) provided when you placed your order and will be subject to our right to withhold amounts for products which are damaged on return or for which we arrange collection, as outlined above.
Where we deliver products to a third party in accordance with your order, you will only be able to exercise this cancellation right if you can return the goods to us (or arrange for us to collect them).
For further details about how to exercise your cancellation rights, please see the Returns and Refunds section of the Help pages to this Website.
Our Goodwill Refund Policy
Our “goodwill” refund policy does not affect your legal rights under the CRD or other legislation.
Our “goodwill” refund or exchange policy(where there is no legal right to a refund or exchange under the CRD or otherwise) is offered on clothing and accessories when goods are returned in a resalable condition with a receipt or parcel summary document within 21 days of purchase.
The following items are excluded from our “goodwill” returns policy:
- Swimwear (e.g. swimsuits, bikinis), body jewellery, custom made New Rock footwear, underwear, coloured contact lenses and any products with a seal, where the seal is broken. These products can only be returned in accordance with your legal rights (for example, if they are not fit for purpose or not as described).
Some of these items may have their own terms and conditions which will be provided to you at the time of purchase.
*Please note, cosmetics, hair dye products such as bleach kits, temporary colour and hair chalks can be returned under our goodwill policy if they are unopened and have the security seal intact.
If you’d like to speak to us in relation to your items, please contact us (lines open 9:30-16:30 Monday-Friday).
Returns to Store
If an item is the wrong size you may take it to your local store for an exchange (but not a refund). This has to be done within 7 days of receipt of the order and you will need to take your invoice. The product must be in the same condition in which it was sent, with all tags attached. You cannot receive a refund in store, if you require a refund then this must be done by returning your items to our warehouse.
Product and service descriptions
We have taken reasonable precautions to try to ensure that prices quoted on the Website are correct and that all products have been fairly described. However, when ordering products or services through the Website, please note that:
- Orders will only be accepted if there are no material errors in the description of the goods or services or their prices as advertised on this Website;
- All prices are displayed in pounds Sterling inclusive of UK VAT where applicable (except for our International Deliveries, please see the International Delivery section below for further detail) unless expressly indicated otherwise.
- Packaging may vary from that shown on the Website.
- The weights, dimensions and capacities shown on the Website are approximate only.
- Whilst we try to display the colours of our products accurately on the Website, the actual colours you see will depend on your monitor and we cannot guarantee that your monitor’s display of any colour will accurately reflect the colour of the product on delivery.
- All items are subject to availability. We will inform you as soon as possible if the product(s) or service(s) you have ordered are not available and we may offer alternative product(s) or service(s) of equal or higher quality and value.
Age restricted products
The purchase of certain products and services made
available on the Website are subject to age requirements specified by law. We
are not permitted by law to supply these products or services to individuals
who do not satisfy these age requirements and, if you are under age, you must
not attempt to order these products or services through the Website.
In particular, please note that age restrictions apply in the UK to the purchase of the products and services listed below. By placing an order for any of the following products or services you confirm that you (and, if different, the recipient of the product and/or service) satisfy the age requirements necessary to buy that product or service:
- Knives (including pen knives, all kitchen/cutlery knives) or bladed articles. Knives and bladed items can only be purchased by, and for, individuals aged 18 and over.
- Alcohol can only be purchased by, and for, individuals aged 18 and over.
- Videos and DVDs can only be purchased by, and for, individuals who satisfy the British Board of Film Classification or other age classification criteria applicable to the relevant video or DVD. Videos and DVDs can only be purchased by, and for, individuals who satisfy these age classification criteria.
- Coloured contact lenses can only be purchase by and for, individuals aged 16 and over.
You agree that you will not use, sell or supply any product(s) purchased from Looe Gifts in an unlawful manner and, in particular, will comply with all export controls and sanctions rules.
All of our branded luggage products (Suitcases & holdalls) carry a warranty from the manufacturer that will be outlined on the branded tags attached to the item. This guarantee does not cover damage due to overloading, airline damage, accident, neglect or normal wear and tear. Where a fault occurs within the 28 guarantee period covered by Looe Gifts, please take your luggage back to any Looe Gifts store with your parcel summary or receipt, as proof of purchase. This guarantee is in addition to and does not affect your legal rights. Outside of the retailer’s guarantee period, please contact the manufacturer of your luggage item.
Our Subscription Service is a flexible, commitment free scheme that can be paused or cancelled at any time. Please note that:
- Selected items only will qualify for our Subscription Service. We may from time to time, and at our sole discretion, add or remove items from our Subscription Service. This service is only available to customers in the United Kingdom (Mainland ONLY). You must have a Looe Gifts account to register for a subscription and purchase items through our Subscription Service. If you do not have one, we will create one for you.
- We reserve the right to accept, terminate or refuse subscription orders at our sole discretion.
- Your subscription is personal to you, and you may not assign or transfer your subscription or any of the benefits associated with our Subscription Service to any third party.
- Each Subscription Service order constitutes a separate offer to www.LooeGifts.co.uk to purchase a product.
- The total cost charged to your payment card for each Subscription Service order will be the price of the item on the day your order is processed, as detailed in the order confirmation e-mail for each of your Subscription Service orders.
Gift Cards and Online gift certificates/voucher codes
Gift cards and Online gift certificates/Voucher codes:
- May be used to purchase goods of a higher price than the amount on the card, on payment of the difference.
- Cannot be exchanged for cash or used to buy another gift card or online gift certificate.
- Store gift cards can be used in all Looe Gifts stores in the UK and cannot be used online.
- Online gift certificates are only valid for use on www.LooeGifts.co.uk and cannot be used in store.
- Are valid for 12 months from the last transaction (transactions include balance enquiries). Any remaining balance will be cancelled on expiry of the validity period.
- Cannot be returned or refunded, except in accordance with your legal rights, for example in the event they are not of satisfactory quality.
- Should be treated as cash, Looe Gifts will not accept liability if lost, stolen or damaged.
Gift cards only:
- You can pay using a Looe Gifts gift card in any of our stores.
- Can be activated with a minimum balance of £1 and have no maximum monetary limit.
- Can be topped up in store.
Online gift certificates/voucher codes only:
- Can only be redeemed online at www.LooeGifts.co.uk
Other Looe Gifts services
There are certain liabilities which we cannot exclude by law and nothing in these General Terms and Conditions limits our liability for personal injury or death caused by our negligence or for fraud.
You have certain rights as a consumer, including legal rights relating to faulty or mis-described goods. For further information about your legal rights in the UK, contact your local authority Trading Standards Department or Citizen’s Advice Bureau. Nothing in these General Terms and Conditions will affect these legal rights and, in particular, we will perform our obligations under these General Terms and Conditions with reasonable care and skill.
Any products we supply to you will be of satisfactory quality. If we deliver a product to you that is not of satisfactory quality, you can contact us for a repair or replacement or, where this is not possible, for a refund.
We are only responsible for losses that are a natural, foreseeable consequence of our breach of these General Terms and Conditions. We will not be liable to you if we are prevented or delayed from complying with our obligations under these General Terms and Conditions by anything you (or anyone acting on your behalf) does or fails to do or due to events which are beyond our reasonable control.
You must follow any advice we give you to keep products we supply to you safe (including any instructions or product manuals provided with the products). We cannot accept liability for damage to products we have supplied which is caused by your failure to follow this advice.
In any event we will not be liable for any losses related to any business of yours including (without limitation) lost data, lost profits, lost revenues or business interruption.
Assignment, waiver and third party rights
We may update or amend these General Terms and Conditions of Sale from time to time to comply with law or to meet our changing business requirements without notice to you. Any updates or amendments will be posted on the Website.
You may not assign or sub-contract any of your rights or obligations under these General Terms and Conditions of Sale to any third party unless we agree in writing.
We may assign, transfer or sub-contract any of our rights or obligations under these General Terms and Conditions of Sale to any third party at our discretion.
No relaxation or delay by us in exercising any right or remedy under these General Terms and Conditions of Sale shall operate as waiver of that right or remedy or shall affect our ability to subsequently exercise that right or remedy. Any waiver must be agreed by us in writing.
If any of these General Terms and Conditions of Sale are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these General Terms and Conditions of Sale shall remain in full force and effect.
Only you and we shall be entitled to enforce these Terms of Sale. No third party shall be entitled to enforce any of these Terms of Sale, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
These General Terms and Conditions of Sale are governed by the laws of England and Wales and any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.