Frequently Asked Questions (Supplier Terms)

A These Terms, together with any and all other documents referred to herein, set out the terms under which Users (“Valeters”) list their Valeting services on Our Marketplace which can be booked by Customers. Please read these Terms carefully and ensure that you understand them before listing your Valeting Services on Our Marketplace. You will be required to read and accept these Terms when you create an Account. If you do not agree to comply with and be bound by these Terms, you will not be able to create an Account or accept any Bookings.
B We provide an online platform to connect Valeters with Customers.
C At no time will a contract come into existence between us and Customers for the services provided by Valeters. Any contract formed between a Valeter and a Customer will be solely between the Valeter and Customer.
D. Our Site is directed to Customers, and professional Valeters based in the United Kingdom only. You must be resident in the United Kingdom in order to register with Us and by registering with Us you confirm that you are acting in the course of a business or trade.
1.1 In these Terms of Use, unless the context otherwise requires, the following expressions have the following meanings:
“Account” means an account required to access and/or use certain areas of Our Site; “Account Fee” the amount payable by Valeters per month to maintain the Account and Listings;
“Booking” means the booking of a Valeter’s services;
“Booing Value” means the total amount paid by a Customer for the Valeting Services booked using Our Site;
“Content” means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site;
“Customer” means a User who makes a Booking on Our Marketplace; “Listing” means a listing on Our Marketplace advertising Valeting Services; “Marketplace”means Our platform for Valeters and Customers on Our Site; “Our Site” means www.carwasheruk.com;
“Payment Service” means the payment service provided by Stripe Payments Europe, Limited, whose full details and terms of service can be found at https://stripe.com/gb/ssa; “Payment Service Account” means an account for the holding of funds provided as part of the Payment Service and administered by the Third Party Payment Service Provider;
“Third Party Payment Service Provider” means Stripe and PayPal;
“Third Party Advertising” means advertising displayed on Our Site, provided by third parties; “Third Party Advertiser” means a party responsible for Third Party Advertising displayed on Our Site;
“Transaction Fee” means a percentage fee applied to each Booking based on the Booking
Value made on Our Marketplace;
“User” means a user of Our Site;
“User Content” means any Content added to Our Site by a User;
“Valeter” means a User who provides valeting services which are booked through Our Site for the relevant fee;
“Valeting Services” means the services advertised and supplied by Valeters through our Marketplace;
“We/Us/Our” means by Car Washer UK Limited, a company registered in England under company number 10307824 and whose registered address is 27 Granary Court, Dunmow, Essex, United Kingdom, CM6 1BN.
2.1 www.carwasheruk.com is a Site owned and operated by Car Washer UK Limited, a company registered in England under company number 10307824 and whose registered address is 27 Granary Court, Dunmow, Essex, United Kingdom, CM6 1BN.
2.2 You can contact us by writing to us at the above address, by emailing us at info@carwasheruk.com or via the Site at http://www.carwasheruk.com.
3.1 Access to Our Site is free of charge.
3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.
3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend, or discontinue Our Site (or any part of it) at any time and without notice. Subject to the remainder of these Terms, We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
3.4 Use of Our Site is also subject to Our Terms of Use and Terms for Buyers. Please ensure that you have read them carefully and that you understand them.
4.1 You may only register for an Account to list Valeting Services if you are at least 18 years of age and are resident in the United Kingdom.
4.2 Our Terms for Customers are based on both business and consumer users. Your liability to business customers may be far greater than those to consumers.
4.3 You may only apply for an Account on the basis that you are accepting that you are acting in the course of a business or trade.
5.1 In order to apply for an Account, you will be required to complete and submit an account request form and we will ask you to provide, within 7 days, verification information regarding your business including, but not limited to, ID (such as a passport), proof of address, proof of trading history and proof of relevant insurance.
5.2 The submission of an account request form will constitute an offer by you to use Our Marketplace in compliance with these Term.
5.3 We may accept or reject an account request at our discretion but an account request will not be accepted until such time as you have provided to us proof of your ID and professional insurance and confirmation of your bank details for direct debit payments (together with any additional information requested as set out in Clause 5.1 where requested). An account request will not be accepted, until the earlier of Our receiving from you all information that we request to verify your business status and any other information that we require, and thereafter:
Our written acceptance of the request; or
Our providing you with Account details and access.
5.4 Rejection by us of an account request, including any communication that may accompany such rejection, will not constitute a counter-offer capable of acceptance by you.
Our Marketplace is provided solely as an online venue for Valeters and Customers. We are not a party to any transactions or other relationships between Valeters and Customers. You hereby acknowledge and agree that:
6.1 Customers are not making a Booking with Us and are not entering into a contract with Us. A Customer’s Booking is for your Valeting Services, and their contract is with you;
6.2 We will not be a party to any dispute between you and any Customers or another Valeter. Any claims must be made directly against the party concerned;
6.3 We do not pre-screen Valeters (save for as set out in Clause 5.2) or the Valeting Services advertised in Listings on Our Marketplace. We are not, therefore, in any way responsible for any Valeting Services or for the content of any Listings; and
6.4 While you are required to comply with these Terms, which include provisions covering important matters such as payment methods, We recognise that all Valeters are different and therefore Valeters are at liberty to choose their own materials, set their own processes, the location at which Valeting Services will be provided and their own prices.
6.6 By using Our Marketplace you understand and agree that We may use the Site, and your details to promote the Site on all forms of social media.
7.1 You may only offer Valeting Services on Our Marketplace.
7.2 Although you may use goods/materials to carry out Valeting Services, these cannot be listed as separate items for sale on Our Marketplace.
7.3 It is important that Listings set out (i) a full description of the Valeting Services that are offered; (ii) the location at which those services are offered (at a fixed place of business, or at a Customer’s home or place of work); (iii) the full price; and (iv) whether VAT is payable on the prices listed.
7.4 You must not use any Content that belongs to other parties in your Listings without their express permission (please refer to Clause 8 for more information on intellectual property rights);
7.5 Your Listing must not advertise alternate locations from which your Valeting Services can be purchased (including any other e-commerce sites), thereby avoiding Our Transaction Fees.
7.6 We reserve the right to remove any Listing that breaches the provisions of this Clause
7. We may also suspend or terminate your Account. All sums due will remain due and payable notwithstanding any suspension or termination for any reason.
8.1 The provisions of Clause 6 of Our Terms of Use apply to all User Content submitted to Our Site, including any and all User Content submitted to Our Marketplace in Listings.
8.2 Valeters must, at all times, respect the intellectual property rights of other Valeters on Our Marketplace. Under no circumstances may you use intellectual property belonging to another party without that party’s express permission.
8.3 If you feel that another User (whether they are another Valeter or Customer or otherwise) has infringed your intellectual property rights in any way, please contact Us.
8.4 If another party contacts Us accusing you of infringing their intellectual property rights:
8.4.1 We will contact you to inform you of the complaint;
8.4.2 We may remove the User Content that is the subject of the complaint;
8.4.3 if you have questions regarding the complaint, or wish to challenge it, you must contact the complaining party. We will not be a party to any dispute concerning intellectual property and cannot assist in resolving such disputes; and
8.4.4 you are free to resubmit the User Content in question if the complaint is resolved and you have the permission of the complaining party to do so (where it is required). We can neither permit nor deny such resubmission as We will not be a party to the dispute.
8.5 Please also refer to sub-clause 23 dealing with Customer Reviews.
9.1 When using Our Marketplace, you must do so lawfully, fairly, and in a manner that complies with the provisions of this Clause 9. Specifically:
9.1.1 you must ensure that you comply with all statutory requirements relating to the provision of Valeting Services and/or services to the general public and comply with all aspects of the Consumer Rights Act 2015 and any other legislation or code of practice or good practice rules and procedures that apply to the valeting industry;
9.1.2 you must ensure that you comply with all national and local laws and/or regulations that apply to the provision of services to consumers;
9.1.3 you must not use Our Marketplace in any way, or for any purpose, that is unlawful or fraudulent;
9.1.4 you must not use Our Marketplace to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind;
9.1.5 you must not use Our Marketplace in any way, or for any purpose, that is intended to harm any person or persons in any way;
9.1.6 you must always provide accurate, honest information about yourself and any and all services that you are selling on Our Marketplace;
9.1.7 you must state the price of the Valeting Services accurately and clearly, and must not change it in order to avoid paying the applicable Transaction Fee;
9.1.8 you must not engage in any form of price fixing with other Users (including Valeters and Customers); and
9.1.9 you must have in place, at all time, relevant insurance to cover you for any claim that could be made by a Customer.
9.2 When using Our Marketplace, you must not submit anything (including, but not limited to, material in a Listing) or otherwise do anything that:
9.2.1 is sexually explicit;
9.2.2 is obscene, deliberately offensive, hateful, or otherwise inflammatory;
9.2.3 promotes violence;
9.2.4 promotes or assists in any form of unlawful activity;
9.2.5 discriminates against, or is in any way defamatory of, any person, group, or class of persons; race; gender; religion; nationality; disability; sexual orientation; or age;
9.2.6 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
9.2.7 is calculated or is otherwise likely to deceive;
9.2.8 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to; 9.2.9 misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 9.2);
9.2.10 implies any form of affiliation with Us where none exists;
9.2.11 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents, and database rights) of any other party; or
9.2.12 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
9.3 We reserve the right to suspend or terminate your access to Our Marketplace if you materially breach the provisions of this Clause 9 or any of the other provisions of these Terms. Further actions We may take include, but are not limited to:
9.3.1 removing your Listing(s) from Our Marketplace;
9.3.2 issuing you with a written warning;
9.3.3 legal proceedings against you for reimbursement of any and all relevant costs resulting from your breach on an indemnity basis;
9.3.4 further legal action against you as appropriate;
9.3.5 disclosing such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
9.3.6 any other actions which We deem reasonably necessary, appropriate, and lawful.
9.4 We hereby exclude any and all liability arising out of any actions that We may take in response to breaches of these Terms.
10.1 During the first 3 months of opening your Account, there will be a reduced Account Fee payable of £1.00.
10.2 After you have had an Account for 3 months, the full Account Fee (as set out on Our Site) is payable per month.
10.3 Account Fees are payable whether or not your Listing results in any Bookings.
10.4 Account Fees are payable in advance by direct debit.
10.5 A Transaction Fee, as at the % rate set out on Our Site, is payable on the Booking Value for each Booking submitted to you by a Customer through the Site.
10.6 Any and all actions designed to avoid the payment of any fees described in these Terms for are strictly prohibited.
10.7 We reserve the right to change the Account and Transaction Fees upon the giving of 28 days’ notice.
10.8 If We become registered for VAT We will give you 28 days’ notice. We will then charge VAT at the prevailing rate on all Account and Transaction Fees after the expiry of that notice.
11.1 All Payments on Our Marketplace are made through the Payment Service provided by Our Third Party Payment Service Provider.
11.2 Your use of the Payment Service requires an account with the Third Party Payment Service Provider and will be subject to its own terms and conditions and privacy policy. You will be required to read and accept those terms and conditions and privacy policy before taking payments from Customers on Our Marketplace.
11.3 By using the Payment Service, you acknowledge and agree to Us sharing your personal information and/or information about your transactions on Our Marketplace with the Third Party Payment Service Provider.
11.4 You will need to ensure that you are fully aware of the payment methods accepted through the Payment Service.
11.5 If We receive notice from the Third Party Payment Service Provider that your use of Our Marketplace or the Payment Service is in breach of their terms or of any agreement between you and them, We may take actions including, but not limited to, those necessary to rectify your breach, removing your ability to use the Payment Service to make or accept payments on Our Marketplace, and/or the suspension or termination of your Account on Our Site.
11.6 The Third Party Payment Service Provider reserves the right to refuse the use of the Payment Service to anyone, for any reason, and at any time.
12.1 The Valeting Services will take place at the location, and at the time, as set out on the Booking.
12.2 Valeters will make all reasonable efforts to ensure that all general descriptions of the Valeting Services available correspond to the actual Valeting Services that will be provided to you, however, please note that the exact nature of the Valeting Services may vary depending upon your individual requirements and circumstances.
12.3 Please note that sub-Clause 12.2 does not exclude Valeter’s responsibility for mistakes due to negligence on their part and refers only to variations of the correct Valeting Services, not to different Valeting Services altogether.
12.4 You will be required to select the required Valeting Services during the Booking process.
12.5 Valeters neither represent nor warrant that all Valeting Services will be available at all times and cannot necessarily confirm availability until confirming your Booking. Availability indications are provided on Our Site however, such indications may not take into account Bookings that have been placed by other Customers during your visit to Our Site.
12.6 Valeters are responsible for ensuring that the prices shown in Listings is correct. In the unlikely event that a Valeter has shown incorrect pricing information, the Valeter will contact you in writing before proceeding with your Booking to inform you of the mistake and to ask you how you wish to proceed. The Valeter will give you the option to purchase the Valeting Services at the correct price or to cancel your Booking. If you do not respond to the Valeter within 48 hours prior to the original Booking time and date, the Valeter will treat your Booking as cancelled and a refund will be made to you within 14 days.
12.6 Where the Valeting Services are to be undertaken at your home or business, you must ensure that the Valeter is able to perform the Valeting Services as arranged.
12.7 If the supply of the Valeting Services is delayed by an event outside the control of the Valeter, for example, due to bad weather, the Valeter will contact you as soon as possible to let you know what steps the Valeter will take to minimise the effect of the delay, or to re-arrange the Booking. If the Valeter does this then they will not be liable for delays caused by the event. If there is a substantial delay then you may ask to cancel the Booking and receive a full refund.
13.1 The Transaction Fees that are payable to Us will automatically be deducted from the payments received from Customers – see Clause 12.2.
13.6 If you believe that We have charged you an incorrect amount, please contact Us immediately.
14.1 It is your responsibility to collect and pay applicable taxes on any sales made through Our Marketplace.
14.2 Where any tax, for example VAT, forms a part of the price of any item on Our Marketplace, the tax must be included in the price of the item.
14.3 Value added tax (“VAT”) may be charged to Customers on purchases.
14.4 If you are VAT registered, you may be required to charge VAT on the items that you sell on Our Marketplace.
14.5 For further information on VAT and other taxes in your location, please contact your local tax authority.
15.1 A Booking constitutes a contractual offer that you may, at your sole discretion, accept or cancel. When a Customer submits a Booking, you will be sent a booking notification which you can either accept or cancel. Your acceptance is indicated by either (i) you sending a booking confirmation by email to the Customer, or, (ii) by default, if you do not cancel the Booking within 24 hours of the Booking submission. Once you have sent a booking confirmation or failed to cancel the Booking within 24 hours will there be a legally binding Contract between you and the Customer.
15.2 You must make the location at which the Customer can book Valeting Services clear within Listings i.e. by stating whether the Valeting Services are at a set business location or can be completed at an address of choosing by the Customer.
15.3 Where Customers are able to book Valeting Services away from your business location, you must set out any requirements that will affect the completion of the Valeting Services i.e. if electricity or water are required, any restrictions on parking locations etc.
16.1 All Customers are entitled to cancel a Booking up to 24 hours before the Valeting Services are due to be completed, free of charge.
16.2 If payment has been made to you for a Booking, and the Customer cancels the Booking as set out in Clause 16.1:
16.2.1 Where sufficient payments are still held by the Third Party Payment Service Provider, the refund payment will be deducted directly;
16.2.2 In the case of the Third Party Payment Service Provider not holding sufficient funds, you must refund the payment to Us directly within 5 days of our requesting the payment.
17.1 By law, you must carry out your services with reasonable care and skill, consistent with best practices and standards in the valeting industry, and in accordance with any information provided by you within a Listing.
17.2 If your services do not conform with the requirements outlined in sub-Clause 17.1 the Customer must contact you as soon as reasonably possible to inform you of the problem. The Customer may then have the right to request repeat performance or, if that is not possible or done within a reasonable period of time without inconvenience to the Customer, they may have the right to a reduction in price, or even a full refund.
17.3 Where the Customer is a business, you may limit the customer’s rights of redress where you are in breach of sub-Clause 14.3 but this will have to be made clear to your Listing. Where no such terms are provided, the Customer Terms state that the Customer agrees that the only remedy against you will be a set out in sub-Clause 14.4 of the Customer Terms and that you will not be responsible to the Customer for any loss of profit, loss of
business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and the Customer.
17.4 Refunds (whether full or partial, including reductions in price) under this Clause 17 must be issued within 14 calendar days of the day on which you agree that the Customer is entitled to a refund. 17.5 Further information on legal rights can be obtained from your local Citizens Advice Bureau or Trading Standards Office.
18.1 You have the right to cancel a transaction and issue a full refund of any sums paid in the following circumstances:
18.1.1 You and the Customer have mutually agreed to cancel the transaction before the Valeting Services are completed;
18.1.2 You have chosen to refuse service to the Customer.
18.2 Refunds (being the total Booking Fee made by the Customer) must be made within 14 days of the date on which you and the Customer agree the cancellation, under sub-Clause
18.1.1 or the date on which you inform the Customer that you are cancelling the transaction, under sub-Clause 18.1.2.
19.1 You may close your Account and cancel your agreement with Us at any time by following the instructions within your Account.
19.2 Any outstanding sums due and payable to Us (including, but not limited to, Transaction Fees) will remain payable by the original due date and your Account will not be fully closed until all sums due to Us have been paid.
19.3 If We have done something wrong, you may be entitled to cancel and receive a refund of certain sums paid for services that have not been provided to you. You may also be entitled to compensation. This may apply in the following circumstances:
19.3.1 We have breached these Terms in a material way and fail to remedy the breach within
28 days of you asking Us to do so in writing; or
19.3.2 We go into liquidation or have a receiver or administrator appointed over Our assets; or
19.3.3 We change our service or these Terms to your material disadvantage; or
19.3.4 We are adversely affected by an event outside of Our control (as under sub-Clause 21.2.5).
19.4 We reserve the right to close your Account without notice to you if your Account remains inactive for a period of 6 months or more.
20.1 As stated in Clause 5, We are not a party to any transactions, other relationships, or disputes between Valeters and Customers.
20.2 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms or as a result of Our negligence.
20.3 Subject to sub-Clause 20.2, to the fullest extent permissible by law, 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.
20.4 Without prejudice to clause 20.2 Our total aggregate liability under or in connection with this Agreement, whether arising in tort (including negligence), contract or in any other manner will not exceed the total Transaction Fees paid by you in the preceding 3 months prior to a claim arising.
20.5 Nothing in these Terms seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents, or sub-contractors); or for fraud or fraudulent misrepresentation.
21.1 We will not be liable for any failure or delay in performing Our obligations to you where that 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, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
21.2 If any event described under this Clause 21 occurs that is likely to adversely affect Our performance of any of Our obligations to you:
21.2.1 We will inform you as soon as is reasonably possible;
21.2.2 Our obligations under these Terms will be suspended and any time limits that We may be bound by will be extended accordingly;
21.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times, or availability of services as necessary.
22.1 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. 22.2 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 and Cookies Policy. 22.3 As a Valeter, you will also collect, hold, and process Customers’ personal information in the course of transactions (for example, Customers’ names, email addresses, and postal addresses). You must have your own privacy policy in place to govern your collection, processing, and holding of Customers’ personal data. You are, therefore, also considered data controllers under the GDPR and you will be responsible for complying with your legal obligations and protecting Customers’ rights under the GDPR. You must only use the personal data of other Users (whether they are Valeters or Customers) to the extent necessary to complete a transaction, to communicate about a specific transaction, to communicate via Our Marketplace, and/or to respond to messages from them. You may not add any User to a mailing list, use their data for marketing, or retain any payment details. You may only use another User’s personal data for additional purposes with their consent. 22.4 If a Valeter and Us are found to be joint data controllers of any Customer’s’ personal data, and We are sued, fined, or otherwise incur any expense because of something you have done with a Customer’s personal data, you agree to indemnify Us for any expenses incurred by Us in connection with your actions in respect of that personal data. Further details of the requirements of the GDPR can be obtained from the Information Commissioner’s Office.
23.1 Subject to Condition 23.2, We will publish Customer reviews on the Site.
23.2 We will not monitor Customer reviews which shall automatically be published without prior notice to Valeters. If you object to the contents of a Customer review, you must notify Us of such objection in writing within 14 days of publication of the Customer review on the Site providing any evidence supporting your contrary views/objections.
23.3 We will consider the objections of a Valeters notified to Us in accordance with clause
23.2 and any decision to remove the relevant Customer review will be at Our absolute discretion and that decision is final. Any Customer review that cannot be proved to the contrary shall stand as the reasonable opinion of the Customer.
23.4 Notwithstanding clause 23.3, subject to vetting by us, a Valeter may reply to any Customer review and We agree to provide the Valeter with the relevant Customer’s Booking details in order to do so.
23.5 We will not monitor Customer reviews but if We are made aware of any Customer review that we consider to be inappropriate, defamatory, vulgar or abusive; to contain any advertising or marketing of any kind, or may disclose a person’s identity or personal details then We will remove the review.
23.6 If, in Our reasonable opinion, Customer reviews reflect low standards of the Valeter or the Valeting Services provided, or if a the general rating given by Customers falls below 2 stars, We reserve the right to investigate any such Customer reviews and/or may (ii) offer no more than 2 months for the Valeter’s reviews to improve; and/or (ii) suspend or terminate this Agreement immediately on the provision of written notice to the Valeter.
We may determine the ranking of any Valeter or Listings at Our absolute discretion.
25.1 We may transfer (assign) Our obligations and rights under these Terms to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms will not be affected and Our obligations under these Terms will be transferred to the third party who will remain bound by them.
25.2 You may not transfer (assign) your obligations and rights under these Terms without Our express written permission.
25.3 If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.
25.4 No failure or delay by Us in exercising any of Our rights under these Terms means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms means that We will waive any subsequent breach of the same or any other provision.
25.5 We may revise these Terms from time to time in response to changes in relevant laws and other regulatory requirements. If any changes to these Terms are to your material disadvantage, you may cancel as set out in sub-Clause 19.3.3.
26.1 These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.
26.2 Any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.