MATCHITUDE LIMITED
TERMS & CONDITIONS

1. TERMS

1.1 MATCHITUDE LIMITED (Company Number 10117642) of 6 Broadfield Court, Broadfield Way, Sheffield, South Yorkshire, United Kingdom, S8 0XF (Matchitude) grants you a non-exclusive, limited and revocable licence to use and access the Matchitude platform (www.matchitude.com) (the Platform) subject to these Terms.

1.2 In these Terms, “we”, “us” and “our” refer to Matchitude and references to “you” and “your” is to you, the user of the Platform.

1.3 Specific Terms shall apply differently to Employers and Job Seekers. These Terms and Conditions incorporate by reference the Privacy Policy and the Cookie Policy, as applicable.

1.4 By accessing and using the Platform you agree to be bound by these Terms. If you do not agree with these Terms you must immediately give notice to support@matchitude.com and stop using the Platform.

1.5 You agree that we may change, update or otherwise amend the Platform and these Terms at our absolute discretion.

2. SERVICES

2.1 The Platform is a recruitment platform providing the following services (Services):

  1. allowing registered employers (Employers) to search the Platform for job seekers (Job Seekers) who may be suited for a role they are looking to hire for;

  2. Job Seekers to create a personal profile (Prospectus) to attract Employers; and

  3. Employers may then request an introduction (Introduction) to a suitable Job Seeker. In order for an Introduction to be made, the Employer must pay an Introduction fee by using the Platform virtual currency (Matchitude Credits), as detailed on the Website.

  4. Job Seekers will then have the option whether or not to accept an Introduction and agree to be contacted. Should a Job Seeker reject an Introduction, the Introduction fee shall be recredited to the Employer’s account and the Matchitude Credit re-credited to the Employers account.

2.2 Employers may hire or contract Job Seekers (Engagement), subject always to separate terms agreed between the Employer and the Job Seeker.

2.2 The Services are free for all Job Seekers.

3. PLATFORM ONLY

3.1 No Introduction shall be considered an offer of employment. We provide the Platform to provide an Introduction between the Employer and a Job Seekers. We are not and cannot be a party to any transaction between Job Seekers and Employers, including any resultant Engagement.

3.2 We do not accept any responsibility or legal liability whatsoever for any act or omission of the Job Seeker or the Employer arising from or in connection with their use of the Platform and each Engagement. The Job Seeker and Employer may enforce any of these Terms against the other party directly in respect of the use of the Platform.

3.3 You acknowledge that:

  1. we do not interfere in the negotiations between Job Seekers and Employers, nor any Engagement, and do not monitor and/or control the quality, safety and/or legality of the Engagement through the Platform or otherwise; and

  2. we are not currently technically able to verify compliance by users with the conditions of any Prospecti communicated via the Platform.

3.4 Job Seekers may act as an independent contractor or an employee of the Employer resulting from the Engagement. Job Seekers are never our employees.

3.5 The Employer and (or) the Job Seeker shall be fully responsible for any tax and national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with use of the Platform, Services and any Engagement.

3.6 You shall indemnify us against all reasonable costs and expenses and any tax, penalty, fine or interest incurred or payable in connection with or in consequence of any such liability, deduction, contribution, assessment or claim, other than where such liability, deduction, contribution, assessment or claim arises out of our negligence or wilful misconduct.

3.7 We may assist with the resolution of any complaint or dispute relating to the Services. However, you acknowledge that any legal recourse arising from or in connection with any Engagement, whether for breach of contract or otherwise, is against the Job Seeker or Employer (as applicable) and not against us, notwithstanding anything to the contrary in these Terms or on the Platform.

3.8 You must cooperate with us and comply with all reasonable requirements, including information and documents relating to use of the Platform.

4. ACCOUNTS

4.1 We may accept, reject, suspend or remove your account (Account), registration on the Platform and/or Prospectus in our absolute discretion (with or without giving reasons).

4.2 To create an Account, access the Services and register a Prospectus on the Platform you must provide a valid login name (your email) and a password (Account Information) and, in the case of Employers, payment information to access certain features.

4.3 You may also be able to create your Account by providing access via a third party account (such as Facebook, LinkedIn, Twitter or Google+), in which case you consent to our access to the third party account and your access to the Platform remains subject to compliance with the terms and conditions of the third party account and applicable privacy settings.

4.4 Your Account becomes active when you follow the email link to activate your Account. In the case of registration by third party account, your Account is automatically activated without receiving any email confirmation.

4.5 It is your responsibility to keep your Account Information secure and you agree:

  1. not to give out your email with your Account Information;

  2. not to use another person’s Account or share their Account Information;

  3. to take all measures to prevent a third party from accessing your Account, even without your knowledge;

  4. not to give access to your Account to a third party;

  5. not to loan, share, exchange, donation, purchase, transfer and sell any Account (which action is fully prohibited and will not be enforceable against us); and

  6. to use a personal or professional email address and not share this email address with any third party.

4.6 You are solely responsible for the use of your Account, irrespective of who is utilising it, whether with or without your permission. You indemnify us for any loss or damage we suffer as a result of unauthorised access to your Account.

5. PROFILES & INFORMATION

5.1 We will collect from you personal information for your Prospectus, including but not limited to:

  1. Job Seekers: skills, professional experience, expected salary, desired work hours, qualifications, driving licence status, career aspirations and any additional information requested on the Platform; and

  2. Employers: Employer Name, business description, main contact (including name, email and phone number of that person), Employer size, location, sector

5.2 You acknowledge that we and other users of the Platform rely on the accuracy and completeness of all information provided during the registration process, completing your Prospectus and updated on the Platform. You shall be responsible for keeping your Account details and Prospectus up to date.

5.3 We may require confirmation of identity, details of any registrations that can be publicly searched and copies of certificates for specified qualifications. You must make all declarations and obtain any necessary authorisation (including internal Employer authorisation) in accordance with the conditions of these Terms and as required by law (including the laws and regulations of the country in which you publish content). This information shall not be made public unless you have given your prior written consent.

5.4 You warrant and represent that all information provided to us is accurate, complete and not misleading and remains so. You must notify us of any change to such information.

6. CONTENT & BLOG

6.1 All content published by us on the Website is for informational purposes only. We make no representations as to the accuracy or completeness of any content included on the Website.

6.2 We will not be liable for any losses, injuries, or damages from the display or use of the content on the blog section of the Website.

6.3 Brands are solely responsible for the content and information provided for use on the Website and warrant that the content and information they have uploaded on the Website is accurate, complete, honest, genuine and within their legal rights to use on the Website.

7. USER CONTENT

7.1 You are solely responsible for all activity on the Platform and all content, data and information published on, sent via or in connection with the Platform (including chat discussions with users and with us about your Prospectus information, data, links, images, videos and other content) (User Content).

7.2 You warrant that user Content is accurate, complete, honest and genuine. You warrant and represent for user Content (including any musical works, films, videos, images, photographs, texts and other intellectual property) that you have unrestricted authority to use the content on the Platform in accordance with these Terms without infringement of third party rights.

7.3 You grant us an irrevocable, non-exclusive royalty-free global and unrestricted license to use, represent, reproduce and exploit such user Content for all purposes related to the Platform (including reasonable marketing and promotional use).

7.4 You acknowledge that such user Content may be made publicly available and that we are not responsible for editing or monitoring such information. We nevertheless reserve the right to delete any such information in our absolute discretion.

7.5 We may include sponsored content and advertisements on the Platform, including near your content and communications, without compensation to any user.

7.6 We reserve the right to delete or edit any user Content in our absolute discretion and may modify the format, layout, language, size and metadata of such content without changing the meaning of your expression.

7.7 We reserve the right to use algorithms to generate and deliver user Content to you or users via your Account or not, based on Prospectus information or user Content you or users have input while using the Platform.

8. DUTIES OF JOB SEEKERS & EMPLOYERS

8.1 The Job Seeker agrees to:

  1. provide Matchitude with detailed Prospectus information;

  2. users should read and reply to all Introductions and any other written notices from Matchitude in a timely, honest and professional fashion;

  3. we reserve the right to deactivate your account until further notice from the Employer should either party user fail/refuse to respond to an Introduction, or other notice in writing, within 48 hours from the date on which the notice was issued. Until any outstanding payments are made, we reserve the right to deactivate your account until further notice from the Brand; and

  4. rigorously update or deactivate their Prospectus information to give accurate information to Employers.

8.2 The Employer agrees to:

  1. notify Matchitude immediately of any Engagement offer which the Employer makes to a Job Seeker;

  2. The Employer must comply with all obligations under these Terms, and (without limitation) warrants that:

  3. any Engagement contract shall be compliant with any UK employment law requirements for the type of work in which the Job Seeker is engaged;

  4. the information provided on their Prospectus is complete, accurate and not misleading.

8.3 We will collect from you personal information for your Prospectus, including but not limited to:

  1. Job Seekers: skills, professional experience, expected salary, desired work hours, qualifications, driving licence status, career aspirations and any additional information requested on the Platform; and

  2. Employers: Employer Name, business description, main contact (including name, email and phone number of that person), Employer size, location, sector

9. Matchitude Credits

9.1 Matchitude Credits can be purchased by Employers on a pay-as-you-go basis or in packages of Matchitude Credits as set out on the Platform.

9.2 Employers do not own the Matchitude Credits. We reserve the right at any time to make changes to, add or remove Matchitude Credits and/or related Services available via the Platform, by giving notice of such changes and by communicating such changes on the Platform.

9.3 Except as otherwise stated, Matchitude Credits are non-refundable and you cannot sell or otherwise transfer Matchitude Credits to any other user accounts.

9.4 Matchitude Credits are not redeemable for any sum of money or monetary value from us unless we agree otherwise in writing.

9.5 Matchitude Credits are subject to availability and they may be subject to conditions and/or expiry, as specified by us on the Platform.

9.6 Matchitude Credits are deducted from Employers Accounts as specified on the Platform.

9.7 Purchased Matchitude Credits are re-credited in specific situations as explained on the Platform.

9.8 Complimentary Matchitude Credits may be cancelled at our absolute discretion.

9.9 Matchitude will render a valid tax invoice to the Employer on request for all fees paid for Services.

9.10 Unless expressly stated otherwise, all amounts payable are exclusive of VAT. If any payment pursuant to these Terms constitutes the whole or any part of the consideration for a taxable or deemed taxable supply to recipient, the supplier shall increase that payment by an amount equal to the VAT which is chargeable in respect of the taxable or deemed taxable supply, provided that the recipient shall have delivered a valid VAT invoice in respect of such VAT.

10. CONDITIONS OF USE

10.1 You accept and acknowledge the following conditions to access and use of the Platform and any Services:

  1. you are over the age of 18 (or over the age of 13 and under the supervision of a parent or legal guardian);

  2. you represent that you have capacity to form a binding contract in your jurisdiction;

  3. you have the authority to bind any business on behalf of which you use our Platform;

  4. you have authority to use the payment method used;

  5. you register on the Platform as a Job Seeker or Employer;

  6. you must provide us with accurate personal and contact information and not share your personal information with other users;

  7. you will only represent yourself and will not create false aliases or impersonate any other person or entity (with or without their consent) in connection with the Platform;

  8. you only use the Platform for lawful purposes; and

  9. you are not breaking any local, state, national or international law in your relevant jurisdiction by accessing or using this Platform or the Services;

10.2 We reserve the right to refuse to provide you with access to the Platform if it is brought to our notice or if it is discovered that you are not an eligible user or have breached these Terms.

10.3 You must not share personal information with other users. By using the Platform, you warrant and represent that you will not directly or indirectly circumvent the Platform and that all paid Services will be engaged in accordance with these Terms. Without limitation, Job Seekers and Employers must not use the details on the Platform to contact each other directly or engage outside of the Platform, except following an Introduction and for the purposes of an Engagement subject to the Employer Terms.

10.4 You indemnify us for any loss or damage we suffer as a result of your breach of these Terms.

11. CODE OF CONDUCT & USER CONTENT

11.1 You accept and acknowledge the following conditions to access and use of the Platform and any Services:

  1. you must act responsibly, professionally, for the purposes of your professional activity and in good faith;

  2. you do not engage in any discrimination, racism, defamatory, improper, indecent, offensive or other behaviour that incites hatred, discrimination, racism, fanaticism or physical violence of an individual or group;

  3. you will treat the Platform and its users with respect and will not partake in any conduct that could be considered bullying, harassment, degradation, insulting or otherwise demeaning to the human standard of any other person (as determined by us);

  4. you must not request or encourage sharing of personal information from minors;

  5. you shall not represent or advocate illegal or immoral activities;

  6. you shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform, or related systems or networks, or any systems or networks connected to the Platform;

  7. you shall not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Site, or with any other person’s use of the Platform;

  8. you must not introduce any software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of the Platform, or related systems and processes, or to damage or obtain unauthorised access to any system, data, password or other information relating to the Platform or otherwise;

  9. you must not collect for any purpose other than as permitted under these Terms any personally identifiable information, including full names, physical addresses or email addresses;

  10. you must not transmit "junk mail", "chain letters", or unsolicited mass mailing or “spamming”;

  11. you shall not attempt to gain unauthorised access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the services offered on or through the Platform, by hacking, password "mining" or any other illegitimate means; and

  12. you do not breach any of the Terms.

11.2 Without limitation to the conditions above, the following conditions apply to any user content you host, display, upload, modify, publish, transmit, update or share on the Platform:

  1. user Content must be true, accurate and not misleading in any way;

  2. you have the necessary rights to publish and use user Content in accordance with these Terms;

  3. use of user Content in accordance with these Terms does not infringe any protected rights, whether such rights are human rights or those provided for under the intellectual property code (copyright, related rights, trademark, patent or other intellectual property);

  4. other than offers for work contemplated by the Platform, nothing may involve any commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of "virtual" products related to the Platform;

  5. user Content must not contain pornographic scenes, scenes containing pedophilia or any other shocking scenes of any kind or which contains a link to any website or application which is reserved for adult use; and

  6. we reserve the right to edit, delete and share user content to fit our code of conduct policy.

11.3 You represent and warrant that your use of the Platform and all of your user Content will comply with the above conditions.

12. PLATFORM AVAILABILITY

12.1 You acknowledge that we are not required to keep the Platform available for your use and we make no warranties as to its availability or that the Platform will operate continuously or error-free.

12.2 We accept no responsibility for the unavailability of this Platform, or any offer of Services found on the Platform, or any interruption or malfunction for any reason whatsoever (including failures of our Internet provider or web hosting service provider, third party intrusions or force majeure) and you agree that we are not liable for any loss or damage that you or any other person incurs by not being able to access the Platform.

12.3 We make no guarantees, implied or express, as to the ongoing availability of the Platform or Services.

13. INTELLECTUAL PROPERTY

13.1 All content on the Platform is our copyright and property and can be used for any purpose relating to the Platform or our business. Without our express written permission, you shall not copy the Platform for your own commercial purposes, including:

  1. replicate or use the details and profiles of any Employer or Job Seeker;

  2. replicate all or part of the Services or Platform in any way;

  3. use any “deep-link”, “robot”, “spider”, “page-scrape” or other automatic device, programme, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform, Prospecti or any Content, nor in any way reproduce or circumvent the navigational structure or presentation of same, nor obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform; and

  4. incorporate all or part of the Platform in any other webpage, website, platform, application or other digital or non-digital format.

13.2 We have moral and registered rights in the Matchitude and other trademarks and you shall not copy, alter, use or otherwise deal in the marks without our prior written consent.

13.3 All content remains our Intellectual Property, including (without limitation) any source code, product recipes, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the Job Seeker or any Employer.

14. THIRD PARTY LINKS, PLATFORMS & ADVERTISING

14.1 The Platform may contain links, information and advertising from businesses, people, websites and applications, hosted, published or operated by third parties (Third Parties). You consent to receiving this information as part of your use of the Platform and acknowledge that we do not control Third Parties.

14.2 If after receiving written notice to remove any link, you do not comply with any request for removal or otherwise ensure compliance with these Terms, we reserve the right to delete the link or related user Content and/or delete your Account.

14.3 The use of hypertext links and/or hyperlinks, which directs individuals to our Website, is expressly authorised strictly for the promotion of the Website and the Website and prevent confusion with third party websites. Without limitation, we prohibit users from using techniques known as "framing", "inline linking" and "deep-linking" for the non-authorised exact reproduction of the contents of the Website and the integration of the Website on webpages published by third parties.

14.4 We are not responsible for any information transmitted by Third Parties or liable for any reliance you make upon the websites, information or statements conveyed by Third Parties (or in relation to your dealings with Third Parties), nor are we responsible for the accuracy of any advertisements.

15. LIMITATION OF LIABILITY & INDEMNITY

15.1 You agree that you use the Platform at your own risk.

15.2 You acknowledge that we are not responsible for the conduct or activities of any Job Seeker or Employer and that we are not liable for such under any circumstances.

15.3 You acknowledge that in using the Platform and in relation to the supply of Services you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.

15.4 You agree to indemnify us for any loss, damage, cost or expense that we may suffer or incur as a result of or in connection with your use of or conduct in connection with the Platform, including any breach by you of these Terms.

15.5 In no circumstances will we be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from your access to, or use of, or inability to use the Platform or any content, or in any way relating to the Services (or the provision or non-provision of Service), whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not we knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.

15.6 Certain rights and remedies may be available under the Sale of Goods Act 1979, the Consumer Protection Act 1987, Consumer Contract Act 2013 and Consumer Rights Act 2015 or similar legislation in other jurisdictions and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, we and our related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, our liability for breach of any implied warranty or condition that cannot be excluded is restricted, at our option to the re-performance of Services or payment of the cost of re-supply of Services.

15.7 Matchitude does not guarantee traffic or the number of Introductions on the Platform, any Engagements or specific results from the Services.

15.8 We are not and cannot be a party to any transaction between Job Seekers and Employers, including any resultant Engagement.

15.9 To the extent permitted by law, Matchitude’s liability to Employers for breach of these Terms or otherwise in connection with access to the Platform the Services and any implied warranty or condition that cannot be excluded, shall be not more than the value of the applicable Fee.

15.10 Nothing in these Terms shall limit or exclude the liability of Matchitude and the users for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation.

16. PRIVACY POLICY & COOKIE POLICY

16.1 You accept our Privacy Policy and Cookie Policy and agree that you will not do anything that shall compromise Matchitude’s compliance with its Privacy Policy and Cookie Policy nor do anything contrary to the Privacy Policy or Cookie Policy insofar as your use of the Platform is concerned.

16.2 We may amend the Privacy Policy and Cookie Policy without notice and at our absolute discretion, and by continuing to use the Platform you accept such changes.

16.3 Each party (as applicable) warrants and represents that it has adopted and implements a privacy policy in compliance with the requirements under the Data Protection Act 1998 in respect of all personal data provided to the other party in connection with the Services or otherwise under these Terms.

16.4 Without limitation, all necessary consent shall be obtained by the Employer and Matchitude from individuals for the purposes of facilitating the performance of the Services.

16.5 In respect of any data stored, processed or controlled by Matchitude, the Employer acknowledges that the sole remedy of the Employer shall be requiring Matchitude to use reasonable endeavours to restore lost or damaged data.

17. CONFIDENTIALITY

17.1 users must maintain in confidence any written information that (Confidential Information):

  1. contains personal information or, where applicable, details of the business of the Employer;

  2. details the business of Matchitude;

  3. contains personal information of any Job Seeker; and

  4. is identified by either party as confidential and/or proprietary,

  5. other than information that the relevant party can establish:

  6. was in the public domain at the time it was disclosed;

  7. was already in the possession of a party when given, without having been acquired (directly or indirectly) from the other party; or

  8. was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.

17.2 users must not:

  1. use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under these Terms; or

  2. disclose any of the Confidential Information,

  3. provided that each party may disclose Confidential Information that is required to be disclosed:

  4. by law or by order of any court or tribunal of competent jurisdiction;

  5. by any Government Agency, stock exchange or other regulatory body; or

  6. to its personnel and advisors, where the party informs the recipient of the obligations in relation to the Confidential Information under these Terms.

17.3 If a user is required to make a disclosure under this clause, that user must:

  1. to the extent possible, notify the other party if it anticipates that it may be required to disclose any of the Confidential Information; and

  2. only disclose Confidential Information to the extent necessary to comply.

17.4 The obligations under this Clause continue in full force and effect after these Terms end.

18. CANCELLATION & CLOSING ACCOUNTS

18.1 You may only cancel the Services or end the agreement formed by these Terms, by written notice to the Support team on the Platform or via Communications.

18.2 You are not required to give reasons for such termination and your request will be deemed effective the day after receipt by us of your notice request to close the relevant Account.

19. SUSPENSION & TERMINATION

19.1 Should your Prospectus remain inactive for 28 days, your Prospectus will no longer be publicly available for Employers to see. Should you we to reactivate your Prospectus, all you need to do is login to your Account on the Platform.

19.2 We may end the agreement formed by the Terms, immediately by giving you written notice. It is not essential to provide reasons for the termination. Where these Terms have been terminated you must immediately cease using the Platform or Services.

19.3 Any termination shall take effect without prejudice to any damages that we might claim from you and your legal representatives, in compensation of the loss suffered as a result of any breach or otherwise provided under these Terms.

19.4 You will be informed by email of any termination or the confirmation of the termination of your Account. Data relating to the Account will be destroyed at your request or upon expiration of the legal time period following the termination of your Account.

19.5 Your use of the Platform may be suspended or cancelled at any time, for any reason, on a temporary or permanent basis. You must immediately cease using the Platform should you receive a notice suspending or cancelling your licence to use the Platform.

19.6 Except as otherwise provided in these Terms or by exceptional arrangement with us, no refund or reimbursement will be granted if the Account is terminated or cancelled without having redeemed all Matchitude Credits held.

20. NOTICES

20.1 You can contact our Support team by email (support@matchitude.com) or via the Platform

20.2 You can direct notices, enquiries, complaints and so forth to us using any other details published on the Platform. We will notify you of a change of details by publishing new details on the Platform.

20.3 We will send you notices and other correspondence to the email address that you submit to the Platform. It is your responsibility to notify us to update your contact details as they change.

20.4 A consent, notice or communication under this agreement is effective if it is sent as an electronic communication (having the meaning given to that term in Electronic Communications Act 2000 and the Electronic Signatures Regulations 2002) unless required to be physically delivered under law.

21. GENERAL

21.1 We may assign or otherwise create any interest in their rights under these Terms by giving you written notice.

21.2 We may in our absolute discretion amend these Terms at any time, which shall become effective by giving you notice.

21.3 Any provision of these Terms, which is invalid or unenforceable in any jurisdiction, is, as to that jurisdiction, ineffective to the extent of the invalidity or unenforceability without affecting the remaining provisions of these Terms or affecting the validity or enforceability of that provision in any other jurisdiction. The parties will negotiate in good faith to replace any such provision with a provision which is valid and enforceable and consistent with the intention of these Terms, so far as is reasonably practicable.

21.4 These Terms form part of an ecommerce transaction and the parties agree that these Terms shall be accepted electronically and the agreement to these Terms is formed and validly entered into electronically.

21.5 The termination of these Terms does not affect the parties’ rights in respect of periods before the termination of these Terms.

21.6 These Terms and any non-contractual obligation arising therefrom, are governed by the laws of England and Wales and you submit to the exclusive jurisdiction of the courts in London, England.