Conditions of use
1. By accessing this site (the "Site") you agree to the following terms. By proceeding beyond this page or continuing to use the Site you agree and acknowledge that you do so upon these terms. These conditions of use form an agreement between you and us VisConPro Limited, Murmur-y-Don, Harlech LL46 2RA, Wales, trading as fotolibra ("fotolibra"). We may alter these conditions of use from time to time in our absolute discretion without prior notice to you.
2. We reserve the right in our absolute discretion to terminate any account, registration or any other relationship you may have with us without notice in the event of a breach of these conditions of use.
3. These conditions of use are governed by English law and any disputes arising out of your use of the Site will be determined in the English courts only.
Intellectual Property Rights
4. The Site is owned and operated by fotolibra and the information and materials appearing on the Site are made available to you solely for your own personal and non-commercial use unless otherwise agreed in writing by fotolibra.
5. All intellectual property rights in, to and in respect of the content, information, data and materials appearing on the Site (including without limitation any copyright in the fotolibra Image Library, text, illustrations and photographs and trade marks, trade names and logos) are and remain the property either of fotolibra or of other third parties who have Licenced such intellectual property to fotolibra. fotolibra may use such intellectual property to market its services.
6. We grant to individual users of the Site a non-exclusive personal licence to view and copy details from the Site for their personal and non-commercial use only unless otherwise agreed in writing by fotolibra. We may revoke this Licence at any time without prior notice.
7. Except as provided in condition 6, none of the information or materials appearing on the Site may be downloaded, copied, reproduced, republished, posted, transmitted, stored, sold or distributed in any form or by any means without our prior written permission. Requests to republish the whole of or any extracts from any of the information or materials appearing on the Site should be sent to us at permissions@fotoLibra.com.
8. You agree that you will not arrange for any third party web site to be connected to any part of the Site by way of a hyperlink where the content of such third party web site is profane, obscene, racist, sexist, promotes or is engaged in any illegal activity of any kind or where such third party web site purports that the content of the Site is the content of that third party web site. We reserve the right to remove, for any reason whatsoever, any hyperlink to the Site.
9. Modification of any of the information or materials appearing on the Site or use of any of the same for any purpose other than as set out in these conditions of use (including without limitation on any other website or computer network) is prohibited.
10. You may not use the site to publish, post, distribute or disseminate any material which is or may be defamatory, obscene, indecent, menacing, or racially motivated, or any other unlawful material or information.
Disclaimer Of Liability
11. The information and materials appearing on the Site are provided for your information purposes only and are not intended to address your particular requirements. You should not rely upon any information or ideas contained on the Site when making any decision or taking any action (or when refraining from doing so).
12. We endeavour to keep the information and materials appearing on the Site as up to date as possible, but we in no way guarantee that the information on the Site is accurate at all times and we reserve the right to amend the information at any time without prior notice to you. No information on the Site constitutes an offer to you by us or any third party of any nature.
13. You agree that you use the Site entirely at your own risk and we accept no responsibility whatsoever, and hereby exclude to the full extent permissible by the applicable law, any liability for any loss or damage (including any direct, indirect, incidental or consequential loss, loss of profits or other economic loss of any kind) which may be caused to you, your computer equipment or to any third party by using the Site, save to the extent that any person suffers death or personal injury as a result of our negligence. We are not responsible for any loss or damage caused by the temporary interruption of the Site due to faults or circumstances outside our control.
14. The Site may contain links to third party websites and it is possible that third party websites also link to the Site. A link from the Site to a third party website does not mean that we endorse or accept any responsibility for the content or use of that third party website.
15. Part of the Site may contain advertising. We are not responsible for and do not endorse the content of advertisements that are contained on the Site. We are not responsible for any error or inaccuracy in such advertising material.
16. fotolibra is a trading name of VisConPro Limited, a company registered in Wales no. 4420397, VAT Registration Number 805901052. The Company is a full member of the British Association of Picture Libraries and Agencies.
The following terms and conditions (the "Agreement") set out the rights and obligations of you (the "Contributor") and us VisConPro Limited, trading as fotolibra, of Murmur-y-Don, Harlech LL46 2RA, Wales, ("fotolibra").
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:-
- "Effective Date" means the date on which fotolibra registers you as a Contributor;
- "fotolibra Image Library" means the database of Images administered by fotolibra which may be viewed by visiting the Web Site;
- "Image" means any photograph, image, drawing or other pictorial representation submitted to fotolibra by the Contributor for entry into the fotolibra Image Library;
- "Intellectual Property Rights" means all patents, unpatented inventions, design rights, copyrights, moral rights, rights in databases, topography rights, trade marks, service marks, trade names, rights in trade secrets, know-how and all other intellectual property rights of any nature whatsoever, and all rights of a similar nature or having similar effect throughout the world whether registered or unregistered and including all applications and rights to apply for any of the same;
- "Service" means the inclusion of the Image or Images by fotolibra in the fotolibra Image Library with a view to arranging a Licence or Licences of that Image or those Images on behalf of the Contributor for a fee;
- "Membership Fee" means the sum of £18.00 for Pro Membership or £45.00 for Platinum Membership (or such other sum as may be determined by fotolibra in accordance with this Agreement) per quarter payable by the Contributor to fotolibra in the manner set out in Clause 6; and
- "Web Site" means the fotolibra web site located at URL http://www.fotoLibra.com.
1.2 In this Agreement:-
- 1.2.1 headings are included for convenience only and shall not affect the construction of this Agreement;
- 1.2.2 the expressions " fotolibra " and "Contributor" shall include (where appropriate) their successors in title and permitted assigns; and
- 1.2.3 references to "Clauses" are, unless otherwise expressly stated, references to the clauses of this Agreement and references to the "parties" or a "party" are references to a party or the parties to this Agreement.
The Contributor hereby grants to fotolibra and fotolibra hereby accepts a non-exclusive right to display the Image or Images on the Web Site anywhere in the world and to use the Image or Images in promoting the Web Site and the right to agree the terms of and conclude with third parties on behalf of the Contributor Licence(s) of the Contributor's Image or Images.
3. Contributor's Undertakings
The Contributor hereby undertakes and agrees as follows:-
3.1 not, without the express prior written consent of fotolibra, to disclose the Contributor login details, nor make them available in any way to any third party and to take all reasonable precautions to prevent any unauthorised disclosure of them;
3.2 that the Contributor is responsible for all Images submitted to fotolibra made using the Contributor username and password(s) whether or not use is made by the Contributor or someone else using such usernames and passwords;
3.3 that it will not:-
- 3.3.1 use the fotolibra Image Library for any immoral or unlawful purpose; or
- 3.3.2 in any way interfere with or interrupt the normal operation of the fotolibra Image Library or the Web Site.
- 3.3.3 refer or link by means of captions keywords or credits to other websites or URLs (with the exception of fotolibra websites) and contact information such as email address telephone number or postal address without the prior written consent of fotolibra.
3.4 that all information which may be input into the caption and keywords boxes associated with an Image shall be true, be a description of and accurately describe the Image with which the caption and keyword boxes are associated and contain nothing which is defamatory, obscene, threatening, racist, pornographic, immoral, unlawful or misleading.
4.1 fotolibra warrants that it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.
4.2 Notwithstanding anything contained in this Clause 4 fotolibra does not warrant that the Service will meet the Contributor's requirements nor that the operation of the fotolibra Image Library or the Web Site will be error free or uninterrupted or that all defects will be corrected.
4.3 The Contributor warrants that:-
- 4.3.1 it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;
- 4.3.2 it owns the Intellectual Property Rights in the Images and licencing of such rights shall not infringe any third party's right to privacy;
- 4.3.3 the Images do not contain anything which is defamatory, obscene, threatening, racist, pornographic, immoral, unlawful, false or misleading and do not contain any data which contains viruses or is corrupted and do not infringe the Intellectual Property Rights of any person or render fotolibra liable for any proceedings whatsoever;
- 4.3.4 each Image complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Union) for the time being in force or applicable in the United Kingdom or in any other territory where the Image is to be shown and directed to the residents of that territory; and
- 4.3.5 each Image offered for sale as a Rights Managed image through fotolibra has not and will not be offered as a Royalty Free image through another agency.
4.4 fotolibra shall in no way be liable for any breach by the Contributor of the warranties set out in Clause 4.3 and the Contributor hereby indemnifies fotolibra from and against any and all claims, liabilities, damages, actions, proceedings (including reasonable legal fees and expenses) that may be suffered or incurred by fotolibra which arise out of or in connection with such a breach.
5. fotolibra right to reject Images
5.1 fotolibra may, without prejudice to the Contributor warranties contained in Clause 4, refuse to include any Image in the fotolibra Image Library so as:
- 5.1.1 to comply with any legal or moral obligations placed on fotolibra or the Contributor; and/or
- 5.1.2 to avoid infringing any third party's rights (including without limitation Intellectual Property Rights).
5.2 fotolibra has the right at its absolute discretion to decline to publish, to omit, suspend or cancel any image or to remove any image from the fotolibra Image Library.
5.3 The Contributor acknowledges that fotolibra has not made any guarantees with respect to usage statistics for the Image.
6. Payment by the Contributor
6.1 The Contributor will pay to fotolibra the Membership Fee for the provision of the Service quarterly in advance from the Effective Date. (not applicable to those registered for the Basic Service only)
6.2 fotolibra reserves the right to change the level of the Membership Fee whenever this Agreement is renewed, in accordance with Clause 11.1, any such change shall be notified to you via i) a note on the Contributor's Page on the site or ii) email
6.3 Unless otherwise agreed in writing by the parties this Agreement will automatically terminate in the event that fotolibra has not received the first Membership Fee in cleared funds within 30 days of the Effective Date. The Contributor shall make payments to fotolibra via the Web Site by credit card or by a specially agreed Standing Order arranged with the Contributor's bank. This clause is not applicable to Basic Membership.
6.4 In the event that any payment is not made by the due date the Images may be removed from the fotolibra Image Library by fotolibra.
7. Licence Fees
7.1 If fotolibra arranges the Licence of an Image (which is not guaranteed) then within 30 days of fotolibra receiving, in cleared funds, the Licence fee in respect of the Licenced Images the Contributor will be paid by fotolibra 50% (60% to Platinum Members) of such Licence fee. fotolibra will retain the other 50% (40% in the case of Platinum Membership) of the Licence fee as its own fee for arranging the Licence.
7.2 The Contributor may not request payment of such licence fees until the total credit has reached a minimum of £30.00.
7.3 Unless otherwise agreed in writing by the parties this Agreement will automatically terminate in the event that the Contributor does not receive the proportion of the Licence fee referred to Clause 7.1 above within 30 days of such Licence fee falling due to be paid to the Contributor.
7.4 fotolibra shall pay the Contributor by bank transfer or Paypal unless otherwise agreed between the parties. If the contributor requests payment by cheque, an administration fee may be charged. Cheques shall be sent, at the Contributor's risk, to the last postal address notified by the Contributor to fotolibra.
8. Provision of Image
The Contributor will provide all Images (and required metadata) in accordance with any instructions, technical requirements and other specifications of fotolibra from time to time, including (without limitation) the manner of transmission to fotolibra. fotolibra will not be required to publish any Image that has not been received in accordance with any such instructions, requirements and specifications and fotolibra will not be liable for the loss or corruption of any materials provided by the Contributor, which the Contributor warrants that it has retained in sufficient quality and quantity for whatever purpose.
The Contributor agrees promptly and fully to indemnify fotolibra and its employees, officers, agents, and directors and hold them harmless from and against any and all expenses, damages, liabilities, claims, costs and losses of any kind (including reasonable legal fees and costs) suffered or incurred by fotolibra or any of its employees, officers, agents and directors in connection with any claims, proceedings, demands or actions (actual or threatened), of any kind (including, without limitation, any claim of trade mark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, arising from any Image and/or any material of the Contributor or arising as a result of any breach or non-performance of any of its representations, warranties, obligations or other terms contained in this Agreement or implied by law.
10. Limitation of Liability
10.1 Save in respect of liability for death or personal injury arising as a result of fotolibra's negligence, fotolibra's total aggregate liability howsoever arising under or in connection with this Agreement whether in respect of a single occurrence or a series of occurrences, shall not exceed the total of the amounts paid and payable by the Contributor under this Agreement.
10.2 In no event will fotolibra be liable for any costs, claims, demands, expenses and/or damages arising out of or in connection with the content of the Images.
10.3 In no event will fotolibra be responsible for any indirect, incidental, consequential, special or economic loss of any kind including without limitation loss of profits, business, contracts, revenues, goodwill, production or anticipated savings arising out of or in connection with this Agreement or as a result of fotolibra's negligence or otherwise, even if such loss was reasonably foreseeable or fotolibra had been advised to the possibility of the Contributor incurring the same, and such liability is hereby excluded to the fullest extent permitted by law.
10.4 The Contributor acknowledges that the Web Site and the fotolibra Image Library operates in an Internet based and continually developing environment. Owing to the nature of the Internet and its interconnected systems, problems such as, but not limited to, outages, link failures, power difficulties, telephone outages, network overload etc, may have an adverse effect on the operation of the Web Site. While fotolibra will generally strive to mitigate, if possible, the negative effect of such problems, fotolibra will in no way be held liable in any manner for loss(es) suffered as a result of any such problems.
10.5 The Contributor agrees that all the limitations and exclusions of liability in favour of fotolibra in this Agreement are reasonable in the circumstances under which the Service is provided.
10.6 The Contributor confirms that neither fotolibra nor any of its representatives has made any claims or representations of guaranteed or anticipated profits that may result from the use of the service and fotolibra expressly disclaims liability for any profit projections which may have been provided to the Contributor.
11.1 The term of this Agreement is three months from the Effective Date and thereafter this Agreement shall automatically renew for successive three month terms. Either party may terminate this Agreement at any time on giving to the other not less than 30 days written notice before the next renewal date. No refund will be made.
11.2 Either party may, by written notice to the other, terminate this Agreement with immediate effect if the other party commits a material breach of this Agreement and, in the case of a remediable breach, fails to remedy the same within five days of receipt of a notice from the non-breaching party requiring remedy of such breach.
11.3 On termination of this Agreement by fotolibra the images uploaded by the Contributor will be removed from view and will be held by fotolibra for 120 days before final deletion in order to fulfil any orders that may be outstanding.
11.4 On termination of this Agreement by the Contributor it is the Contributor's responsibility to remove the images from the Collection on fotolibra unless otherwise agreed in writing. If the images are not removed and usage rights in one or more of the images are subsequently sold the Contributor will receive 25% of the net sales receipts. Images removed from view by the Contributor will be held by fotolibra for 120 days before final deletion in order to fulfil any orders that may be outstanding.
12. No Assignment
The Contributor may not resell, assign, transfer, encumber or otherwise dispose of or subcontract or otherwise deal with any of its rights or obligations hereunder without the express prior written consent of fotolibra and any attempt to do so will entitle fotolibra to terminate this Agreement without prejudice to fotolibra's other rights and remedies.
13. No Partnership
Nothing in this Agreement shall or shall be deemed to create any partnership or joint venture between the parties hereto. fotolibra is authorised to act as the agent for the Contributor in accordance with the terms and conditions of this Agreement. Nothing in this Agreement shall be deemed or construed to constitute the Contributor or any of its officers or employees the agent or legal representative of fotolibra for any reason whatsoever and the Contributor is in no way hereby granted any right or authority to act for, or to incur, assume or create any obligation, responsibility or liability, express or implied, in the name of or on behalf of fotolibra or to bind fotolibra in any manner whatsoever.
All notices shall be made in writing and sent by prepaid first class post, by facsimile, e-mail or delivered by hand to the address of the recipient party set out in this Agreement (or to such other address as each party may from time to time notify in writing to the other party). Any notice served by facsimile or e-mail shall be deemed served at the time of transmission provided that a confirmatory receipt of transmission has been made and provided that if any such notice would otherwise be deemed to be served outside working hours on the next business day. Any notice served by post shall be deemed to be served two business days after the date of posting and any notice delivered by hand, upon delivery.
No waiver (whether express or implied) by either of the parties hereto of any of the provisions of this Agreement or of any breach of or default by the other party in performing any of those provisions shall constitute a continuing waiver and no such waiver shall prevent the waiving party from enforcing any of the provisions of this Agreement or from acting upon any subsequent breach of or default by the other party under any of the provisions of this Agreement.
If any one or more of the provisions contained in this Agreement shall be deemed by any Court or other competent authority to be invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
17. Further Assurance
The Contributor agrees to execute and deliver to fotolibra as appropriate all such other documents, assurances and acts as may be reasonably necessary to fulfil the provisions of this Agreement or to carry into effect the intentions of the parties as expressed herein.
18. Force Majeure
Neither party shall be liable to the other party for any breach or non-performance of its obligations under this Agreement arising from any event beyond its reasonable control (an "Event of Force Majeure") including, but not limited to, Act of God, governmental act, war, fire, drought, failure of power supply, lock out, strike, explosion, accident, civil commotion, refusal of any Licence by any telecommunications body, impossibility or delay in obtaining materials or telephone lines. Each party agrees to notify the other party immediately upon becoming aware of an Event of Force Majeure and to use all reasonable endeavours to overcome the circumstances affecting its performance and fulfil all outstanding obligations as soon as practicable.
19. Entire Agreement
This Agreement sets out the entire agreement and understanding between the parties and supersedes all previous agreements, arrangements, understandings and commitments and the Contributor confirms that it is not accepting the terms and conditions of this Agreement or any of the arrangements contemplated hereby in reliance upon any representation or warranty not expressly set out in this Agreement (save that no liability for fraudulent misrepresentation is excluded by this provision).
20. Third Party Rights
No person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
21. Proper law and jurisdiction
This Agreement is governed by and shall be construed in accordance with English law and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts.
The following terms and conditions together with the relevant Specification set out the terms on which the Image(s) is Licenced to you (the "Licencee") by fotolibra acting as agent for the Contributor.
1. Definitions and Interpretation
1.1 In this Licence, unless the context otherwise requires, the following words and expressions shall have the following meanings:
- "Effective Date" means the date on which this Licence comes into effect pursuant to Clause 5;
- "Fees" means the fees payable by the Licencee to fotolibra in accordance with Clause 6 and as more particularly described in the Specification;
- "fotolibra" means VisconPro Limited, trading as fotolibra, of Murmur-y-Don, Harlech LL46 2RA, Wales.
- "fotolibra Image Library" means the database of Images compiled by fotolibra which may be viewed by visiting the web site www.fotoLibra.com;
- "Image" means any photograph, image, drawing or other pictorial representation which forms part of the fotolibra Image Library;
- "Contributor" means the owner of the Image or Images which are the subject of this Licence;
- "Specification" means the Licence specification in relation to an Image or Images which may be submitted to fotolibra from time to time by the Licencee for acceptance by fotolibra which specifies the use of that Image, the term of the Licence granted, the fee payable to fotolibra by the Licencee in respect of that Licence, any territorial restrictions on the grant of the Licence and any special conditions which may be agreed between the parties and which together with these terms and conditions shall form the Licence;
- "Term" means the term of this Licence set out in the relevant Specification.
1.2 In this Licence:
- 1.2.1 headings are included for convenience only and shall not affect the construction of this Licence;
- 1.2.2 references to "Clauses" are, unless otherwise expressly stated, references to the clauses of this Licence and references to the "parties" or a "party" are reference to a party or the parties to this Licence.
2.1 In consideration of and subject to the payment by the Licencee of the Fees and the performance by the Licencee of all the other obligations of the Licencee set out in this Licence, the Contributor hereby grants to the Licencee a non-exclusive, non-transferable right to reproduce and use the Image(s) in accordance with the Specification and subject to and upon the terms of this Licence.
2.2 This Licence is personal to the Licencee and the Licencee may not further sub-Licence, sub-contract, assign or otherwise deal with any of its rights under this Licence and any attempt to do so will entitle the Contributor to terminate this Licence without prejudice to the Contributor's other rights and remedies.
From time to time the Licencee may submit a Specification to fotolibra. An authorised representative of the Licencee must submit each Specification to fotolibra. The Specification becomes binding on both parties once it has been accepted by confirmatory e-mail sent by fotolibra on behalf of the Contributor.
4. Licencee's Undertakings
The Licencee shall:
- 4.1 not make any alterations or modifications to the Image;
- 4.2 use the Image solely in accordance with the Specification and these terms and conditions;
- 4.3 not permit any third party to use the Image for any purpose whatsoever; and
- 4.4 promptly notify fotolibra, in writing, of any actual, threatened or suspected action by any third party or parties which may constitute or is likely to constitute an infringement of any of the Contributor's rights in the Image.
5. Term and Termination
This Licence shall commence from the date on which fotolibra accepts the relevant Specification on behalf of the Contributor in accordance with Clause 3 and shall continue in full force and effect, subject to earlier termination in accordance with the provisions of this Licence, for the Term.
6.1 The Licencee will pay to fotolibra the Fee for the grant of this Licence including VAT (where applicable) on any amounts due at the frequency set out in the Specification.
6.2 Images may not be used by the Licencee until payment has been received by fotolibra in cleared funds.
6.3 In the event that any payment is not made by the due date, the Contributor reserves the right to charge interest on the amount outstanding at the rate of 4% above the then current base rate of the Royal Bank of Scotland, accruing from day to day (including the day on which payment was due) from the due date up to the date of actual payment, after as well as before judgment, and any such interest shall be payable on demand.
6.4 In the event of any failure by the Licencee to make payment, the Licencee will be responsible for all expenses (including legal fees) incurred by fotolibra in recovering such payment.
7. Limitation of Liability
7.1 Save in respect of liability for death or personal injury arising as a result of the Contributor's negligence, the Contributor's total aggregate liability howsoever arising under or in connection with this Licence, any Specification and the publication of any Images whether in respect of a single occurrence or series of occurrences, shall not exceed the total of the amounts paid and payable by the Licencee under this Licence.
7.2 In no event will the Contributor be responsible for any indirect, incidental, consequential, special or economic loss of any kind including without limitation loss of profits, business, contracts, revenues, goodwill, production or anticipated savings arising out of or in connection with this Licence.
8. Entire Agreement
This Licence together with the Specification set out the entire agreement and understanding between the parties and supersedes all previous agreements, arrangements, understandings and commitments and the Licencee confirms that it is not placing the Specification or accepting this Licence or any of the arrangements contemplated hereby in reliance upon any representation or warranty not expressly set out in this Licence (save that no liability for fraudulent misrepresentation is excluded by this provision).
9. No Partnership
Nothing in this Licence shall or shall be deemed to create any partnership or joint venture between the parties hereto. Nothing in this Licence shall be deemed or construed to constitute either party or any of its officers or employees the agent or legal representative of the other party for any reason whatsoever except only as and to the extent specifically stated in this Licence and, except as so stated, neither party is hereby granted any right or authority to act for, or to incur, assume or create any obligation, responsibility or liability, express or implied, in the name of or on behalf of the other party or to bind the other party in any manner whatsoever.
No waiver (whether express or implied) by either of the parties hereto of any of the provisions of this Licence or of any breach of or default by the other party in performing any of those provision shall constitute a continuing waiver and no such waiver shall prevent the waiving party from enforcing any of the provisions of this Licence or from acting upon any subsequent breach of or default by the other party under any of the provisions of this Licence.
If any one or more of the provisions contained in this Licence shall be deemed by any Court or other competent authority to be invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions of this Licence shall not in any way be affected or impaired thereby.
12. Force Majeure
Neither party shall be liable to the other party for any breach or non-performance of it obligations under this Licence arising from any event beyond its reasonable control (an "Event of Force Majeure") including, but not limited to, Act of God, governmental act, war, fire, drought, failure of power supply, lock out, strike, explosion, accident, civil commotion, refusal of any Licence by any telecommunications body, impossibility or delay in obtaining materials or telephone lines. Each party agrees to notify the other party immediately upon becoming aware of an Event of Force Majeure and to use all reasonable endeavours to overcome the circumstances affecting its performance and fulfil all outstanding obligations as soon as practicable.
13. Proper Law and Jurisdiction
This Licence and the Specification are governed and shall be construed in accordance with English law and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts.