TERMS & CONDITIONS

TERMS AND CONDITIONS FOR THE SUPPLY OF PERFORMANCE-LED MARKETING SERVICES BY ASHBY DIGITAL AGENCY

Company: Ashby Digital Agency (“Ashby”, “we”, “us”, “our”)

Client: The party purchasing Services from Ashby (“you”, “your”)

Effective date: As per the Service Agreement

These Terms & Conditions (“Terms”) govern the supply of Services by Ashby to the Client. By signing the Service Agreement, the Client agrees to these Terms.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms, unless the context otherwise requires:

“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

“Company” / “Ashby” means Ashby Digital Agency.

“Client” means the individual or business entity who purchases Services from Ashby, as set out in the Service Agreement.

“Contract” means the contract between Ashby and the Client for the supply of Services governed by these Terms and the Service Agreement (and any Schedules).

“Force Majeure Event” means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

“Group Company” means any company that is a holding company of Ashby, a subsidiary of Ashby, or a subsidiary of Ashby’s holding company (as those terms are defined in the Companies Act 2006).

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered, and including all applications for and renewals or extensions of such rights.

“Managed Performance System” means the performance-led system Ashby provides and manages for the Client, which may include (without limitation) website build and infrastructure, page frameworks, conversion structures, SEO structures, tracking configuration, optimisations, templates, automations, workflows, documentation, technical configurations, and ongoing improvements. For clarity: the Client is purchasing access to, and the benefit of, a managed system and its ongoing management—not an asset purchase of a transferable website.

“Onboarding Session” means the compulsory onboarding session required to start Services, covering strategy alignment, access collection, scope confirmation, tracking plan, and operational setup. (This is separate from any Video Shoot.)

“Performance-Led Agency” means Ashby’s delivery model where Ashby accepts a limited number of clients, provides Services designed to drive measurable commercial outcomes, and requires specific cooperation, access, and operational conditions to deliver and maintain performance.

“Performance Protection Plan” means Ashby’s ongoing post-growth plan focused on protecting performance, stability, technical optimisation, conversion tune-ups, and ongoing maintenance/updates

“Quotation” means the written quotation prepared by Ashby which contains its proposals for providing Services to the Client.

“Service Agreement” means the written agreement signed by the Client which, together with these Terms and any Schedules/Quotation (if applicable), forms the binding Contract.

“Services” means the services Ashby will provide as specified in the Service Agreement and any Schedules.

“Specification” means the description/specification of the Services in the Service Agreement (and any Schedules).

“Target Locations” means the towns/areas/regions (or “UK-wide”) that Ashby is contracted to target for the Client as recorded in the Non-Compete Schedule and/or Specification.

“Target Product Categories” means the product categories Ashby is contracted to target for an e-commerce Client as recorded in the Non-Compete Schedule and/or Specification.

“Terms” means these terms and conditions as updated from time to time in accordance with clause 2.2.

“VAT” means value added tax chargeable under UK law (or any similar additional tax).

“Video Shoot” means an on-site or arranged filming/photography deliverable included in certain packages, subject to the timing rules in clause 6.

“White Label Work” means Services provided by Ashby to a Client who rebrands these Services as their own for the benefit of their end client.

1.2 Interpretation

Words in the singular include the plural and vice versa.

Headings are for convenience only and do not affect interpretation.

A reference to a statute or statutory provision includes any amendments or re-enactments and subordinate legislation.

2. APPLICATION OF TERMS

2.1 Entire basis of supply

These Terms apply to all Contracts for Services supplied by Ashby to the Client to the exclusion of any other terms the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

2.2 Variations

These Terms and the Service Agreement may only be varied by express written agreement signed by both parties (or by written confirmation from an authorised representative of Ashby).

3. FORMATION OF CONTRACT

3.1 Offer and accuracy

The Service Agreement constitutes the Client’s offer to purchase the Services in accordance with these Terms. The Client shall ensure that all details set out in the Service Agreement and Specification are complete and accurate.

3.2 When the Contract starts

The Contract is formed when all of the following occur:

The Client signs the Service Agreement; and

The Client books the Onboarding Session; and

The Client sets up the Direct Debit mandate.

All three actions are mandatory before any work commences unless Ashby confirms otherwise in writing.

3.3 Performance-led delivery model

The Client acknowledges Ashby operates as a Performance-Led Agency and that delivery depends on the Client providing access, approvals, information, and cooperation in a timely manner.

3.4 Entire agreement / reliance

The Contract constitutes the entire agreement between the parties. The Client acknowledges it has not relied on any statement, promise or representation not set out in the Contract. Any samples, descriptive matter, or advertising are for illustrative purposes only and do not form part of the Contract.

3.5 Quotations

A Quotation does not constitute an offer. Quotations are valid for 30 Business Days unless stated otherwise.

3.6 White label relationship

For any White Label Work, the Client understands and agrees Ashby has no contractual relationship with (and therefore no liability to) the ultimate end client.

4. TERM, MINIMUM COMMITMENT, ROLLING CONTINUATION

4.1 Minimum term

Unless otherwise stated in the Service Agreement, the Client is required to maintain Services with Ashby for a minimum duration of twelve (12) months from the start date stated in the Service Agreement.

4.2 Rolling continuation

After the initial 12-month term, the Contract continues on a rolling 30-day basis unless terminated in accordance with clause 15.

4.3 Growth timelines vs contract term

Some packages may reference strategic “growth cycles” (e.g., 12-month cycle, 18-month runway). These are delivery frameworks and do not change the minimum contract term unless expressly stated in the Service Agreement.

5. CAPACITY, ACCEPTANCE, AND “NOT A PROJECT AGENCY”

5.1 Limited capacity and acceptance

Ashby accepts a limited number of Clients to maintain performance standards. Ashby may decline to onboard new Clients or may delay start dates due to capacity, fit, or operational constraints.

5.2 Not a project/design/hosting-only agency

Ashby is not a project-based design studio or hosting-only provider. Unless expressly agreed in writing, Ashby does not provide one-off “build-only” projects, standalone hosting, or standalone maintenance that is not part of Ashby’s performance-led services.

5.3 Start dates and Client delays

Where delivery is dependent on Client actions (access, approvals, content, booking sessions), any delay by the Client may delay start dates, milestones, and go-live timelines. Ashby is not responsible for missed timelines caused by Client delay.

5.4 Right to provide services to others

Subject to clause 17 (Non-Compete), Ashby is free to provide services to third parties during or after the provision of Services to the Client.

6. ONBOARDING SESSION AND VIDEO SHOOT REQUIREMENTS

6.1 Onboarding Session

The Onboarding Session is compulsory and required to enable Ashby to deliver the Services effectively. Failure to attend or complete the Onboarding Session may delay delivery and may constitute Client non-cooperation under clause 10.

6.2 Video Shoot (where included)

Where the Service Agreement includes a Video Shoot:

Booking requirement: The Client must book the Video Shoot within the timeframe specified by Ashby (or, if not specified, within 30 days of the service start date).

Completion deadline: The Video Shoot must be completed before the website goes live or within 3 months from the service start date, whichever comes first.

Forfeiture: If the Client fails to book or complete the Video Shoot within these deadlines, the Video Shoot deliverable is forfeited and will not be provided as part of the package.

Late requests: If the Client requests a Video Shoot after forfeiture, Ashby may (at its discretion) quote it as a new paid project subject to availability.

The Client acknowledges that delaying capture of core media assets beyond go-live materially increases production complexity and may require widespread updates across pages/templates.

7. PERFORMANCE GUARANTEE (IF APPLICABLE)

7.1 Guarantee only if written

Any performance guarantee applies only where it is expressly agreed in writing in the Service Agreement and subject to the conditions in this clause.

7.2 Conditions

For any guarantee to apply, the Client must:

participate in any required pre-contract ROI/scoping process requested by Ashby;

agree to full conversion tracking setup by Ashby (including calls/leads/revenue where feasible);

provide access and cooperation required for delivery; and

not permit third parties to materially amend any key elements of Ashby’s delivered system without Ashby’s written approval.

7.3 Third-party changes void guarantee

If anybody outside Ashby materially amends any part of the website/marketing/tracking/system delivered by Ashby without written approval, any guarantee is void immediately.

7.4 Remedy

Where a guarantee is valid and not met, Ashby’s remedy (if any) shall be as set out in the Service Agreement.

7.5 Changes by the Client or third parties

The Client acknowledges that the Services and any performance outcomes may be materially affected if the Client or any third party makes changes to the Managed Performance System, including (without limitation) the website, hosting environment, DNS, CMS settings, plugins, content, page structure, tracking, tags, analytics configuration, ad accounts, landing pages, forms, call tracking, or any other element connected to the Services. Unless Ashby has provided prior written consent, any such changes are made at the Client’s own risk. Ashby shall not be responsible for any reduction in performance, tracking accuracy, rankings, conversion rate, lead quality, or any other outcomes arising from such changes, and any applicable performance guarantee shall be void in accordance with clause 7.

8. ASHBY OBLIGATIONS

8.1 Reasonable care and skill

Ashby warrants it will provide the Services using reasonable care and skill and in material conformity with the Specification.

8.2 Timescales

Performance dates or milestones are estimates unless expressly stated otherwise. Time is not of the essence.

8.3 Legal compliance changes

Ashby may make changes necessary to comply with applicable law or regulation.

8.4 Subcontracting and Group Companies

Ashby may use a Group Company and/or subcontractors for the provision of the Services and remains responsible for Services as if performed by Ashby.

8.5 24-hour update guarantee (where included)

Where included in the Service Agreement, Ashby offers a 24-hour update guarantee for small changes. If a request is deemed too large, Ashby will provide an estimated timeframe instead.

9. SERVICE MODIFICATION / DISCONTINUATION

9.1 Modification

Ashby reserves the right to modify its methods, tools, processes, or components used to provide the Services to maintain performance standards, comply with law, improve delivery, or reflect platform changes.

9.2 Discontinuation

Ashby may modify or discontinue a specific service component temporarily or permanently where necessary (including due to third-party platform changes), provided that where applicable Ashby will credit or refund prepaid sums for Services that are subsequently not provided (and which are not replaced by an equivalent or improved alternative), unless the inability to provide the Services is caused by the Client’s breach or non-cooperation.

10. CLIENT OBLIGATIONS, COOPERATION, AND INDEMNITIES

10.1 Cooperation and access

The Client shall provide assistance, technical information, access credentials, social proof and approvals reasonably required by Ashby in sufficient time to facilitate delivery.

10.2 Approvals and feedback (5 Business Days / auto-approval)

The Client must review, comment on, and approve materials within the timeframe requested by Ashby. Where no timeframe is specified, “promptly” means within 5 Business Days of receipt. If the Client does not provide feedback, approval, or objections within the requested timeframe (or within 5 Business Days where no timeframe is specified), the Client authorises Ashby to treat the materials as approved (“Auto-Approval”) and Ashby may publish, submit, or implement the relevant materials and/or actions (including but not limited to website updates, SEO changes, ads, copy, and creative) as part of the Services.



Auto-Approval will apply even if the Client later requests changes, and any subsequent changes may be treated as out-of-scope or prioritised work under clause 12.5 / 11.3 (as applicable).

10.3 Technical changes notification

The Client must inform Ashby immediately of changes to domains, websites, hosting, technical setup, ad accounts, analytics, or infrastructure that may affect Services.

10.4 No unauthorised changes / prior notice requirement

The Client must not make (and must ensure no third party makes) changes to any part of the Managed Performance System or any services / work carried out by Ashby without providing Ashby prior written notice and receiving written approval where Ashby reasonably considers the change may affect performance, tracking integrity, conversion performance, rankings, or delivery of the Services. If unauthorised changes are made, Ashby may require the Client to revert the changes, and any remedial work required to diagnose or restore performance and functionality will be chargeable in accordance with clause 11 (Out-of-scope work), and/or may constitute Client non-cooperation or material breach under these Terms.

10.5 Deemed delivered / billing not paused

If the Client fails to provide required content, access, feedback, approvals, or cooperation within agreed timeframes (or after reasonable written requests), Ashby may treat affected Services as delivered for billing purposes and invoice/payments shall remain due.

10.6 Client content and compliance

The Client is responsible for ensuring its content, claims, offers, promotions, and advertising comply with applicable law, codes, and platform policies.

10.7 Indemnity - Client materials and claims

The Client indemnifies Ashby against liabilities, costs, and claims arising from Client-provided content, claims, advertising, or third-party rights infringements (including IP infringement, defamation, breach of confidentiality, or breach of contract).

10.8 White Label Work indemnity

For all White Label Work, the Client shall indemnify Ashby against all liabilities, costs, expenses, damages and losses (including direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Ashby arising out of or in connection with the contract between the Client and its end client for the White Label Work.

11. PRICES AND OUT-OF-SCOPE WORK

11.1 Prices

Unless stated otherwise, prices are in GBP and exclusive of VAT and duties.

11.2 Third-party costs

Third-party licences, stock, tools, or platform fees are excluded unless stated otherwise. The Client may be required to contract directly with third parties.

11.3 Out-of-scope work

Work requested outside the Service Agreement may be quoted separately or charged at £100+/hour unless otherwise agreed in writing.

11.4 Estimates (if applicable)

Where a Quotation or Service Agreement includes time or cost estimates, these are good-faith estimates only. If scope changes or the Client delays/cooperation issues arise, Ashby may update estimates and/or quote additional fees.

12. PAYMENT

12.1 Direct Debit mandatory

Direct Debit is the default payment method unless otherwise agreed in writing. Payments are taken in advance. No work begins until the mandate is active.

12.2 Billing schedule

Unless stated otherwise in the Service Agreement:

the first payment is collected within 7 days of signing, in advance for the initial service period;

monthly billing runs on the 1st of each calendar month;

from the second month onwards, payments are collected on the 15th of each month in advance for that month’s services;

where signing occurs partway through a month, the first payment may be prorated.

12.3 No set-off

The Client shall pay all amounts due in full without deduction, withholding, or set-off except as required by law.

12.4 Late payment and interest

Late payment constitutes a material breach. Interest accrues at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 or 2% over Barclays Bank base rate (whichever is higher). Ashby may charge a £10 admin fee per reminder (not a penalty).

12.5 Priority fees

If the Client requires work within a shorter timeframe than scheduled, Ashby may charge additional fees to prioritise.

12.6 Paid advertising budgets (where applicable)

Where Ashby manages paid advertising, platform spend/budgets are separate from Ashby’s management fees unless stated otherwise in the Service Agreement. Budget timing and billing may not align exactly with calendar months due to platform charging cycles and billing logistics.

13. SUSPENSION, CANCELLATION, AND DATA RETRIEVAL

13.1 Suspension for non-payment

If the Client does not comply with payment terms (including maintaining a valid Direct Debit), Ashby may suspend Services for up to 30 days to allow issues to be resolved before proceeding to termination.

13.2 Notice

Ashby may provide written notice where Services are cancelled/suspended, referencing relevant clauses.

13.3 Data retrieval window

Where applicable, the Client will have an opportunity to retrieve Client data during the offboarding/notice period before deletion (subject to security and legal obligations).

14. DELAYS, COMPLAINTS, AND REMEDIES

14.1 Notification window

Complaints concerning delays or breach must be submitted within 10 Business Days of the Client becoming aware (or reasonably should have become aware) of the issue. Failure to do so may limit available remedies.

14.2 Remedy

If Services are materially not in accordance with the Contract, Ashby will (at its discretion) remedy or re-deliver within a reasonable time.

14.3 Exclusive remedies

The Client’s remedies for Services not conforming with the Contract are limited to those set out in this clause 14, subject to clause 19 (Liability).

14.4 Third-party services and platforms

Some Services depend on third-party platforms (e.g., Google/Meta/hosting/tools). The Client acknowledges third-party services are governed by those providers’ terms. Ashby is not liable for third-party failures, policy changes, suspensions, algorithm changes, outages, or changes to platform rules/pricing beyond Ashby’s control.

14.5 Reasonable care in selection

Ashby’s responsibility in respect of third-party providers is limited to taking reasonable care and skill when selecting such providers (where Ashby selects them).

15. TERMINATION AND OFFBOARDING (30 DAYS)

15.1 Termination after initial term

Termination may occur only after the initial 12-month term, by giving 30 days’ written notice.

15.2 How notice must be given

Written notice must be sent by email to support@ashbydigital.co.uk

 or by post to:

Ashby Digital Agency, 8C Sir Francis Ley Industrial Park, Derby, DE23 8XA

15.3 Offboarding period and end of services

On valid termination notice:

Services continue during the 30-day notice period (unless suspended for non-payment).

At the end of the notice period, the Managed Performance System and Services provided under this Contract will end and may be taken offline/disabled, including website hosting/security/update access, unless the Client transitions to an agreed Performance Protection Plan or other written arrangement.

15.4 No transfer / no migration / removal of performance elements

Ashby does not provide handover, transfer, migration, or rebuild into third-party systems. Upon termination, Ashby may remove performance elements or system components implemented as part of the Services. Ashby does not transfer websites, page systems, templates, tracking systems, or marketing assets created by Ashby, except where ownership/transfer is expressly granted in the Service Agreement.

15.5 Return of materials / removal of codes

Upon termination, each party shall, on request, return or delete confidential information and materials belonging to the other (subject to lawful retention). Where applicable, the Client shall remove Ashby-provided scripts, codes, tags, or configurations from systems under the Client’s control within a reasonable time. If the Client fails to do so, Ashby may charge reasonable fees for support requested or additional work required as a result.

16. INTELLECTUAL PROPERTY AND OWNERSHIP MODEL

16.1 Managed system (not an asset sale)

The Client acknowledges it is purchasing a managed performance service and access to a Managed Performance System, not a transferable website asset purchase.

16.2 Client Inputs vs System Assets vs Third-party

Client Inputs: The Client retains ownership of its pre-existing brand assets, logos, and materials it created independently and provides to Ashby (subject to the licence in 16.3).

System Assets: All Intellectual Property Rights created, developed, used, or provided by Ashby in delivering the Services (including templates, page frameworks, layouts, schema systems, tracking setups, scripts, automation logic, internal documents, and optimisations) remain Ashby’s property.

Third-party: Any third-party tools/assets are subject to third-party terms and may not be transferable.

16.3 Licence to use Client Inputs

The Client grants Ashby a royalty-free, worldwide licence for the duration of the Contract to use Client Inputs to provide the Services.

16.4 Restrictions on use

The Client shall not copy, distribute, resell, or repurpose System Assets outside the scope of the Services without Ashby’s prior written agreement.

16.5 Reference permission

Unless the Client opts out in writing, the Client grants Ashby the right to use the Client’s name/logo as a reference during the Contract and ongoing after termination.

17. NON-COMPETE (PERFORMANCE-LED CLIENT PROTECTION)

17.1 Non-Compete Schedule governs

Any non-compete applies only where the Client’s protected market is recorded in the Non-Compete Schedule in the Service Agreement.

17.2 Minimum fee threshold for non-compete protection

Any non-compete protection is provided only where the Client’s monthly recurring fees payable to Ashby under the Service Agreement are £750 (seven hundred and fifty pounds) plus VAT or more per month (excluding third-party costs and platform spend). If at any time the Client’s monthly recurring fees fall below £750 + VAT (including by downgrade, reduction in scope, non-payment, or partial suspension), Ashby may, withdraw non-compete protection.

17.2 Direct Competitor

A Direct Competitor means:

(A) Location-based businesses (local SEO / service businesses):

A business providing materially similar core services targeting any of the Client’s Target Locations recorded in the Non-Compete Schedule.

(B) E-commerce businesses:

A business selling products in any of the exact Target Product Categories recorded in the Non-Compete Schedule to the same target market/territory (if stated).

17.3 Scope of protection

Non-compete protection applies only to what Ashby is contracted to target for the Client (Target Locations or exact Target Product Categories), not to the Client’s broader claimed service area or unrelated offerings.

17.4 Capacity and acceptance

Non-compete protection is not a guarantee of acceptance. Ashby reserves the right to decline any prospective client for capacity, fit, or operational reasons.

17.5 Existing clients / conflicts

If Ashby is already working with a Direct Competitor within the Client’s proposed protected market, Ashby may (at its discretion) decline to enter the Contract or may agree alternative terms in writing.

17.6 Objective conditions that may void non-compete protection

Any non-compete protection may be void if the Client commits a material breach including (without limitation):

non-payment / Direct Debit failure;

repeated failure to provide access/content/approvals required for delivery;

refusal of required tracking/measurement setup;

failure to attend/complete compulsory onboarding steps;

(where included) forfeiture events relating to the Video Shoot under clause 6 that materially impact performance delivery;

any other material breach not remedied within a reasonable period after written notice.

18. CONFIDENTIALITY AND DATA PROTECTION

18.1 Confidentiality

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, processes, methods, and any other confidential information of the other (Disclosing Party). The Receiving Party shall restrict disclosure to employees/agents/subcontractors who need to know and who are bound by confidentiality obligations.

18.2 Duration

Confidentiality obligations apply during the Contract and for five (5) years following termination, except for trade secrets which remain protected as long as they remain trade secrets.

18.3 Protection of Ashby methods/approach

During the Contract and for five (5) years following termination, the Client will not disclose to any third party (or to persons within its organisation without a need to know) Ashby’s non-Client materials, methods, systems, or approach used to deliver the Services.

18.4 Data protection

Each party shall comply with applicable data protection laws, including (where applicable) the UK GDPR and the Data Protection Act 2018.

18.5 Client responsibilities

The Client is responsible for ensuring it has lawful grounds to provide any personal data to Ashby and for marketing compliance obligations applicable to the Client’s business.

19. LIABILITY

19.1 No exclusion of mandatory liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under law.

19.2 Excluded losses

Subject to clause 19.1, Ashby shall not be liable for:

indirect or consequential loss;

loss of profits, revenue, business, or goodwill;

loss of anticipated savings;

platform policy enforcement, suspensions, algorithm changes, outages, or third-party failures;

fraudulent clicks or invalid traffic beyond Ashby’s reasonable control.

19.3 Liability cap

Subject to clause 19.1, Ashby’s total liability in contract, tort (including negligence), or otherwise arising out of or in connection with the Contract shall not exceed the total fees invoiced by Ashby and paid by the Client under the Contract.

20. NON-SOLICITATION (TEAM PROTECTION)

During the Contract and for 36 months after termination, the Client shall not, without Ashby’s prior written consent, directly or indirectly employ, engage, or offer to employ or engage any person designated by Ashby as having worked on the Services.

21. FORCE MAJEURE

21.1 No liability

Neither party shall be liable for delay or failure to perform resulting from a Force Majeure Event.

21.2 Notice

A party claiming Force Majeure shall notify the other party as soon as reasonably practicable of the start of the Force Majeure Event and, where possible, its expected duration and the date the Force Majeure Event ends.

21.3 Long stop

If the Force Majeure Event continues for more than 6 months, either party may terminate by written notice.

22. GENERAL

22.1 Severance

If any provision is invalid or unenforceable, it shall be deemed modified to the minimum extent necessary and the remainder shall remain in full force.

22.2 No waiver

Failure to enforce any right is not a waiver of that right.

22.3 Assignment and subcontracting

The Client may not assign or transfer rights/obligations without Ashby’s written consent. Ashby may assign, subcontract, or use third parties/Group Companies for elements of delivery.

22.4 Third party rights

A person who is not a party to this Contract has no rights under it.

22.5 Negotiation

The parties shall attempt to settle disputes arising out of or in connection with the Contract through good-faith negotiation, provided that either party may seek urgent injunctive relief or commence legal proceedings at any time.

22.6 Governing law and jurisdiction

The Contract shall be governed by and construed in accordance with English law. The parties submit to the non-exclusive jurisdiction of the English courts.