MyClinic – Terms for Service Providers
Last updated on 22nd May 2020
These Terms apply to the licence by MyClinic.com Ltd to the Service Provider of rights to access MyClinic as detailed in the Order Form, to the exclusion of any other terms that the Service Provider seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.1 The definitions and rules of interpretation in this clause apply in these Terms and to the Contract, unless the context requires otherwise.
1.1.1 “Activation and Training Fee” means any fees to be paid by the Service Provider for activation of and training in the use of MyClinic, as set out in the Order Form;
1.1.2 “Appointment Date” means the calendar day on which the relevant Services are to be provided to the relevant Customer;
1.1.3 “Authorised Users” means those employees of the Service Provider who are authorised by the Service Provider to use MyClinic;
1.1.4 “Service Fee” means the fee charged to the relevant Customer by the Service Provider for the relevant Services;
1.1.5 “Business Day” means any day which is not a Saturday, Sunday or public holiday in England;
1.1.6 “Confidential Information” means any information in whatever form which is marked as confidential or which, by its nature or the circumstances of its disclosure, ought to be treated as confidential;
1.1.7 “Contract Start Date” means the date on which MyClinic first provides the Service Provider with access to MyClinic following receipt of a completed Order Form;
1.1.8 “Control” means the ability to direct the affairs of another party whether by virtue of the ownership of shares or otherwise (and “Controlled” shall be construed accordingly);
1.1.9 “Controller” shall have the same meaning as in the Data Protection Legislation;
1.1.10 “Customer” means any individual who uses the customer facing MyClinic;
1.1.11 “Data Protection Legislation” shall mean the Data Protection Act 2018, the GDPR (as applicable) and any other applicable laws relating to the protection of personal data and the privacy of individuals (all as amended, updated or re-enacted from time to time);
1.1.12 “Fees” means the Commission, Activation and Training Fee, Card Fees, Handling Fees and other fees paid by the Service Provider under the terms of this Contract;
1.1.13 “GDPR” means the General Data Protection Regulation (EU) 2016/679;
1.1.14 “Group” means the subsidiary companies and other organisations Controlled by MyClinic from time to time, and any organisation which Controls MyClinic (the “Controlling Entity”) as well as any other organisations Controlled by the Controlling Entity from time to time;
1.1.15 “Initial Term” means the initial term of the Contract which shall be 3 years from the Contract Start Date;
1.1.16 “Intellectual Property Rights” means patents, registered trademarks and registered designs (including without limitation applications and the right to apply for any of them in any country of the world), any other rights in inventions, discoveries and improvements, unregistered trade marks (including without limitation any trade, brand or business names, devices, logos or get-up whether registrable or not), copyright (including without limitation any copyright subsisting in any computer software) and typographical rights, design rights, database rights, and any other industrial or intellectual property right subsisting now or in the future in any country in the world;
1.1.17 “Monthly Subscription Fee” means the monthly fee paid by the Service Provider for access to MyClinic as set out in the Order Form;
1.1.18 “Normal Business Hours” means 9.00 am to 5.00 pm local UK time, each Business Day and excluding public holidays;
1.1.19 “Order Form” means the relevant Patient Access for Professionals Order Form confirming the details of the Service Provider’s order for access to MyClinic;
1.1.20 “MyClinic” means MyClinic.com LTD, a company registered in England and Wales under company number 12587592;
1.1.21 “MyClinic” means the online / application platform provided by MyClinic through which:
(a) Service Providers can:
(i) list their Services,
(ii) manage their appointments calendar,
(iii) take bookings via for online appointments,
(iv) view a Customer’s information held on MyClinic including medical information,
(v) hold an online appointment,
(b) Customers can:
(vi) Check-in and connect with a service provider or clinician
(vii) access their MyClinic account and any information that may be held about them (if any).
1.1.22 “Personal Data” has the meaning set out in the Data Protection Legislation in relation to data Processed under this Contract;
1.1.23 “Renewal Period” means the period described in clause 13.1;
1.1.24 “Service Provider” means the professional/clinic/organisation identified in the Order Form;
1.1.25 “Services” means the various services that can be ordered, purchased, bought, booked or reserved by a Customer from a Service Provider through MyClinic;
1.1.26 “Term” has the meaning given in clause 13.1;
1.1.27 “User Content” means any content created, published or in any way added on or to MyClinic by the Service Provider; and
1.1.28 “Virus” means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including without limitation worms, trojan horses, viruses and other similar things or devices.
1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1 Subject to these Terms, MyClinic hereby grants to the Service Provider a non-exclusive, non-transferable right to permit the Authorised Users to access MyClinic during the Term for the purpose of:
2.1.1 listing their Services;
2.1.2 managing their appointments calendar;
2.1.3 carrying out clinic sessions on the platform.
2.2 Except as expressly stated herein, these Terms do not grant or assign the Service Provider any Intellectual Property Rights or any other rights or licences in respect of MyClinic.
2.3 These Terms shall not prevent MyClinic from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.
2.4 The Service Provider grants to MyClinic a non-exclusive royalty-free, non-transferable licence to:
2.4.1 copy, store and distribute the User Content; and
2.4.2 use any materials, equipment, tools, drawings, relevant specifications and logos supplied by the Service Provider to MyClinic,
to the extent necessary for providing MyClinic in accordance with these Terms.
2.5 In consideration of the Activation and Training Fee, MyClinic shall provide the activation and training as set out in the Order Form.
3.1 The Service Provider shall not and shall procure that Authorised Users shall not:
3.1.1 provide access to MyClinic to any individual or legal entity other than the Authorised Users;
3.1.2 disrupt, interfere with or restrict the use of MyClinic provided by MyClinic;
3.1.3 obtain, or assist others in obtaining, access to MyClinic except as permitted by these Terms;
3.1.4 probe, scan or test the vulnerability of MyClinic or circumvent or hack any user authentication or security controls in respect of MyClinic, or attempt to do so;
3.1.5 reverse compile, dissemble, reverse engineer, decompile, copy, duplicate, modify or adapt any software or other code or scripts forming part of the MyClinic (except to the extent permitted by law);
3.1.6 change, modify, delete, interfere with or misuse any files or other data contained on MyClinic; or
3.1.7 access, store, distribute or transmit any Viruses, or any material during the course of its use of MyClinic that:
(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images;
(iv) promotes unlawful violence;
(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(vi) is otherwise illegal or causes damage or injury to any person or property;
and MyClinic reserves the right, without liability or prejudice to its other rights to the Service Provider, to disable the Service Provider’s access to any material that breaches the provisions of this clause.
3.2 The Service Provider shall permit MyClinic to audit the use of MyClinic by the Service Provider and the Authorised Users to ensure compliance with these Terms. This right shall be exercised by MyClinic by giving the Service Provider reasonable prior notice.
3.3 If MyClinic becomes aware that the Service Provider has breached any of its obligations under these Terms, MyClinic shall have the right to immediately:
3.3.1 suspend and disable the Service Provider’s access to MyClinic until such breach has been remedied to MyClinic’s satisfaction;
3.3.2 remove or procure the removal from MyClinic of any materials, including without limitation User Content, which MyClinic in its absolute discretion deems to be or deems could be interpreted to be false, offensive, defamatory, threatening, obscene, unlawful, or it deems violate export control laws or infringe the rights, including but not limited to Intellectual Property Rights, of any other person anywhere in the world.
3.4 If MyClinic becomes aware, through Customer complaints or otherwise, of any material performance or quality issues in relation to the Services provided by the Service Provider, MyClinic shall have the right to immediately suspend or remove the Service Provider from MyClinic until such time as the issue has been remedied to MyClinic’s satisfaction. Suspension or removal under this clause 3.4 shall not otherwise impact upon the continued operation and effect of the Contract.
3.5 The Service Provider shall:
3.5.1 provide MyClinic with:
(i) all necessary co-operation in relation to the Contract; and
(ii) all necessary access to such information as may be required by MyClinic
in order to provide and audit use of MyClinic;
3.5.2 comply with all applicable laws and regulations with respect to its activities under the Contract;
3.5.3 carry out all other Service Provider responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Service Provider’s provision of such assistance as agreed by the parties, MyClinic may adjust any agreed timetable or delivery schedule as it may consider necessary;
3.5.4 ensure that the Authorised Users use MyClinic in accordance with these Terms and shall be responsible for any such person or entity’s breach of these Terms;
3.5.5 use all reasonable endeavours to prevent any unauthorised access to, or use of, MyClinic and, in the event of any such unauthorised access or use, promptly notify MyClinic;
3.5.6 ensure that its network and systems comply with the relevant specifications provided by MyClinic from time to time;
3.5.7 be solely responsible for procuring and maintaining its network connections and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Service Provider’s network connections or telecommunications links or caused by the internet; and
3.5.8 inform MyClinic of any change of Control of the Service Provider or acquisition of all or substantially all of its assets (a “Relevant Acquisition”), giving MyClinic not less than 60 days’ prior notice in writing of any proposed Relevant Acquisition (or if it is unlawful or impossible to give such notice, the Service Provider shall notify MyClinic as soon as practicable of such proposed Relevant Acquisition.
4.1 The Service Provider shall:
4.1.1 be solely responsible for providing the Services to Customers and shall enter into a direct and legally binding contractual relationship with the Customer; and
4.1.2 perform the Services in accordance with recognised industry quality standards and best practice.
4.2 MyClinic acts solely as an intermediary between the Service Provider and the Customer. MyClinic is, therefore, a disclosed agent of the Service Provider and MyClinic does not itself (re)sell or offer any product or service to Customers.
4.3 The information that MyClinic discloses to Customers through MyClinic is based on the User Content provided to MyClinic by the Service Provider. The Service Provider is fully responsible for updating all rates/fees/prices, availability, policies & conditions and other information relevant to the Services it offers.
4.4 The Service Provider is responsible for displaying its cancellation policy on the relevant MyClinic page. Such cancellation policy will form part of the Service Provider’s User Content. The Service Provider is fully responsible for ensuring that its cancellation policy complies with all relevant guidance and law.
4.5 MyClinic accepts no responsibility for User Content provided by the Service Provider that is made available on MyClinic and each Service Provider remains responsible at all times for the accuracy, completeness and correctness of the (descriptive) information (including the rates/fees/prices, policies & conditions and availability) displayed to Customers through MyClinic.
5 Support and updates
5.1 MyClinic shall use commercially reasonable endeavours to make MyClinic available 24 hours a day, seven days a week, except for:
5.1.1 planned maintenance carried out during an agreed maintenance window UK time; and
5.1.2 unscheduled maintenance performed outside Normal Business Hours, provided that the MyClinic has used reasonable endeavours to give the Customer at least one hours’ notice in advance.
5.2 MyClinic shall provide the following support services during Normal Business Hours via telephone or email, as appropriate:
5.2.1 a telephone helpdesk facility;
5.2.2 where there is a demonstrable fault in MyClinic which is capable of replication by MyClinic, MyClinic shall provide advice and assistance on its correction; and
5.2.3 provision of workarounds, patches or other maintenance releases for MyClinic.
6 Data and User Content
6.1 Both parties are Controllers of the Personal Data collected from Customers who use MyClinic to obtain the Services from the Service Provider.
6.2 Each party shall comply with its obligations under the Data Protection Legislation and shall not do or omit to do anything that might cause the other party to be in breach of the Data Protection Legislation during the Term.
6.3 The Service Provider or the relevant Authorised User shall own all rights, title and interest in and to all of the User Content and the Service Provider shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Content.
6.4 MyClinic shall have the right (but not an obligation) to moderate any User Content prior to and/or after publication through MyClinic of such User Content and may remove, amend or refuse to publish any User Content in its absolute discretion.
6.5 If MyClinic becomes aware that any User Content infringes the copyright or any other Intellectual Property Right belonging to any third party, or of any allegation to such effect, MyClinic shall have the right to immediately suspend access to such User Content until it is satisfied that the Service Provider has made, or procured, such alterations, modifications or adjustments to the User Content so that it becomes non-infringing.
6.6 In the event of any loss of or damage to User Content, the Service Provider’s sole and exclusive remedy shall be for MyClinic to use reasonable commercial endeavours to restore the lost or damaged User Content from the latest back-up of such User Content maintained by MyClinic. MyClinic shall not be responsible for any loss, destruction, alteration or disclosure of User Content caused by any third party (except those third parties sub-contracted by MyClinic to perform services related to User Content maintenance and back-up).
7.1 The Service Provider shall pay to MyClinic the fees referred to in this Contract without set-off, deduction, withholding or counterclaim for any reason whatever and in accordance with this clause 7.
7.2 The Service Provider shall pay the Monthly Subscription Fee on a monthly basis direct to MyClinic.
7.3 Where MyClinic facilitates the Customer’s payment for the Service through the Third Party Payment Processor, the Service Provider shall confirm when the Service has been provided and then:
7.3.1 the Commission and Card Fee will be deducted from the payment received from the relevant Customer by the Third Party Payment Processor in respect of the Services and the Commission shall be paid direct to MyClinic; and
7.3.2 the remainder of the payment received from the relevant Customer by the Third Party Payment Processor in respect of the Services shall be paid to the Service Provider.
7.4 The Service Provider shall pay the Handling Fees direct to the Third Party Payment Processor in accordance with the Third Party Payment Processor’s terms.
7.5 MyClinic may adjust the Fees referred to in the Order Form or these Terms on the first anniversary of the Contract Start Date and on each subsequent anniversary provided that MyClinic gives more than 90 days’ notice of such adjustment in writing to the Service Provider.
7.6 If MyClinic has not received payment by the applicable due date specified in this clause 7, then without prejudice to any other rights and remedies of MyClinic:
7.6.1 MyClinic may, without liability to the Service Provider, disable the Service Provider’s access to all or part of MyClinic and MyClinic shall be under no obligation to provide access to MyClinic while the invoice(s) concerned remain unpaid; and
7.6.2 interest shall accrue on such due amounts at an annual rate equal to 4% over the Bank of England’s base rate as at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.1 Nothing in these Terms shall exclude or restrict the liability of either party to the other for death or personal injury resulting from the negligent act of one party or for liability for any fraudulent misrepresentation by a party to the Contract.
8.2 Subject to the provisions of clauses 8.1 and 8.3 the liability of MyClinic to the Service Provider for direct loss in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in connection with the Contract or the provision or use of MyClinic shall be limited for any one incident or series of connected incidents to the sums paid or payable under the Contract to MyClinic by the Service Provider in the preceding 12 months.
8.3 Subject to the provisions of clause 8.1 in no circumstances shall MyClinic be liable to the Service Provider whether in contract, tort, negligence, breach of statutory duty or otherwise in respect of loss of profits, revenue, goodwill, business opportunity, loss of or cost of restoration of data or for use of any results obtained by use of MyClinic or for any loss or damage suffered by the Service Provider as a result of a claim brought by a third party or any indirect, consequential, financial or economic loss or damage costs or expenses whatever or however arising out of or in connection with the Contract or any use of MyClinic.
9.1 The Service Provider shall defend, indemnify and hold harmless MyClinic against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Service Provider’s use of MyClinic and the Services it provides provided that in respect of any indemnification:
9.1.1 the Service Provider is given prompt notice of any such claim;
9.1.2 MyClinic provides reasonable co-operation to the Service Provider in the defence and settlement of such claim, at the Service Provider’s expense; and
9.1.3 the Service Provider is given sole authority to defend or settle the claim.
9.2 MyClinic shall defend the Service Provider, its officers, directors and employees against any claim that the MyClinic infringes copyright, trade mark, database right or right of confidentiality, and shall indemnify the Service Provider for any amounts awarded against the Service Provider in judgment or settlement of such claims, provided that:
9.2.1 MyClinic is given prompt notice of any such claim;
9.2.2 the Service Provider provides reasonable co-operation to MyClinic in the defence and settlement of such claim, at MyClinic’s expense; and
9.2.3 MyClinic is given sole authority to defend or settle the claim.
9.3 In the defence or settlement of any claim, MyClinic may procure the right for the Service Provider to continue using MyClinic, replace or modify MyClinic so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on two Business Days’ notice to the Service Provider without any additional liability or obligation to pay liquidated damages or other additional costs to the Service Provider.
9.4 In no event shall MyClinic, its employees, agents and sub-contractors be liable to the Service Provider to the extent that the alleged infringement is based on:
9.4.1 a modification of MyClinic by the Service Provider, an Authorised User or any unauthorised user who has been able to access the MyClinic directly or indirectly because of the Service Provider;
9.4.2 the Service Provider’s use of MyClinic in a manner contrary to the instructions given to the Service Provider by MyClinic; or
9.4.3 the Service Provider’s use of MyClinic after notice of the alleged or actual infringement from MyClinic or any appropriate authority.
10.1 In order to protect the legitimate business interests of MyClinic and each Group Company, the Service Provider covenants with MyClinic that it shall not (except with the prior written consent of MyClinic):
10.1.1 solicit or entice away (or attempt to solicit or entice away) from MyClinic or any Group Company the business or custom of any Restricted Customer; or
10.1.2 be involved with the provision of goods or services to any Restricted Customer.
10.2 The Service Provider shall be bound by the covenants set out in clause 10.1 during the term of this agreement, and for a period of 6 months after termination or expiry of this agreement.
10.3 For the purposes of this clause 10, a “Restricted Customer” shall mean any firm, company or person who is or has been at any time during the immediately preceding 12 months a customer of, or in the habit of dealing with, MyClinic or any Group Company for the Services.
The Service Provider shall permit and grant to MyClinic all rights necessary to allow it to use the Service Provider’s name and/or logo(s) for the purposes of any MyClinic marketing materials.
12.1 Neither party shall at any time after the Contract Start Date:
12.1.1 divulge or communicate to any person, company, business entity or other organisation;
12.1.2 use for its own purposes or for any purposes other than those of the other party; or
12.1.3 through any failure to exercise due care and diligence, cause any unauthorised disclosure of:
any trade secrets or Confidential Information relating to the other party provided that these restrictions shall cease to apply to any such information which shall become available to the public generally otherwise than through a breach of a duty of confidentiality owed to the other party and further provided that neither party shall be restricted from disclosing the Confidential Information or any part of it pursuant to a judicial or other lawful government order, but only to the extent required by such order and subject to the party obliged to comply with such order giving the other party as much notice of the terms of the order as may be reasonably practicable.
12.2 This clause 12 shall survive termination of the Contract, however arising.
13.1 The Contract shall, unless otherwise terminated as provided in this clause 13, commence on the Contract Start Date and shall continue for the Initial Term and, thereafter, the Contract shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:
13.1.1 either party notifies the other party of termination, in writing, at least 6 months before the end of the Initial Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
13.1.2 otherwise terminated in accordance with these Terms;
and the Initial Term together with any subsequent Renewal Periods shall constitute the “Term”.
13.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract immediately without liability to the other if:
13.2.1 the other party commits a material breach of any of these Terms and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach; or
13.2.2 immediately on written notice to the other party if the other party is unable to pay its debts when they fall due, is insolvent or enters into any arrangement with its creditors for the repayment of its debts, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against it, or an administrator, receiver, liquidator, manager or similar officer is appointed over all or any substantial part of its assets, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (other than for the purposes of solvent amalgamation or reconstruction), or if it ceases or threatens to cease business or is subject to any analogous event or proceeding in any applicable jurisdiction.
13.3 On termination of the Contract for any reason:
13.3.1 all licences granted under the Contract shall immediately terminate and MyClinic shall no longer be available to the Service Provider save that these licences and access shall continue to the extent that the Service Provider requires access to MyClinic in respect of appointments made prior to the date of termination which have not yet occurred;
13.3.2 each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;
13.3.3 MyClinic may delete any User Content within its control;
13.3.4 all amounts then owed by the Service Provider to MyClinic shall immediately become due and payable if not already so; and
13.3.5 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
13.4 In any circumstances where MyClinic has the right to terminate the Contract it may instead, by serving written notice on the Service Provider, opt to suspend the provision of MyClinic to the Service Provider until the relevant material breach has been remedied or for such other period of time as MyClinic deems reasonable in the circumstances. Any suspension of MyClinic pursuant to this clause 13.4 shall not relieve the Service Provider of its obligations to pay the fees due under clause 7, or entitle the Service Provider to any discount in respect of those fees.
14.1 No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.2 Neither party shall be liable for any delay in or for failure to perform its obligations under these Terms, other than an obligation to make any payment due to the other party, if that delay or failure is caused by circumstances beyond the control of that party including, without limitation, fires, strikes, insurrection, riots, embargoes, the failure of any telecommunications or internet services provider or the regulations of any civil or military authority.
14.3 The Contract constitutes the entire agreement between the parties relating to MyClinic and supersedes all previous representations, agreements, assurances, understandings and other communications between the parties, both oral and written, relating to the MyClinic.
14.4 A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.5 MyClinic may assign or novate the Contract to any member of its Group or any company Controlled by the same people and/or entities with Control of MyClinic, provided that such assignment or novation does not increase the risk or cost to the Service Provider in respect of access to MyClinic. The Service Provider warrants and represents that it will execute all such documents, and carry out all such acts, as reasonably required to give effect to this clause 14.5.
14.6 The Service Provider shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of MyClinic.
14.7 If any provision of these Terms is adjudged by a court of competent jurisdiction to be invalid, void or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
14.8 All notices given under the Contract shall be in writing, sent for the attention of the relevant person named below and to the address given in the Order Form (or such other address or person as the relevant party may notify to the other party), and shall be delivered either personally, by courier, or by recorded delivery. A notice is deemed to have been received on signature of a delivery receipt by an individual at the correct address for notices. This clause does not apply to the service of any proceedings or other documents in any legal action or dispute resolution.
14.9 These Terms and the Contract shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English Courts.