Terms & Conditions
AB AGRI TERMS AND CONDITIONS
Can be viewed here
FEEDLYNC TERMS AND CONDITIONS OF SALE
These Terms and Conditions of Sale (the “terms and conditions”) are effective from July 2022
1.1 In this Agreement:
Cowconnect means Cowconnect ApS, a Danish company registered under company number 38546635 with registered address at Middelfartvej 77, 5466 Asperup, Denmark;
Application means Cowconnect’s real time nutritional analysis app(s) which have been installed on the Product and the Web Portal, as updated from time to time;
Buyer means the company, partnership or person placing an order for the Product. In these terms and conditions, a person includes a natural person, corporate or unincorporated body (whether or not a separate legal entity);
Contract means an individual contract between Cowconnect and the Buyer for the sale and purchase of the Product on these terms and conditions;
Event of Force Majeure means (i) any circumstances beyond the control of Cowconnect (including, but not limited to, acts of God, governmental actions, strikes or other labour disputes (whether or not relating to Cowconnect’s workforce), lock-outs, accidents, war or national emergency, acts of terrorism, protests, riot, civil commotion, explosion, flood, adverse weather conditions, epidemic, fire, reduction in or unavailability of power at manufacturing plant, breakdown, stoppage, slow working or reduced efficiency of plant or machinery, restraints or delays affecting carriers, shortage or unavailability of raw materials from normal sources of supply), unexpected cost increases (including in the cost of manufacture and processing or obtaining raw materials from alternative sources of supply) caused by unexpected events such as severe weather, or (ii) the amendment or coming into force of any legal provision adversely affecting Cowconnect in relation to the production, import, export or sale of the Product or any element thereof or materials for production of the Product;
Hardware means gateway, terminal, connection cable or such other devices as may be set out in the relevant order;
Insolvency Event occurs when (i) the Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory), or has a receiver and/or manager, administrator or administrative receiver appointed of the Buyer’s undertaking or any part thereof, or the Buyer’s credit-worthiness materially deteriorates; or documents are filed with the court for the appointment of an administrator of the Buyer’s undertaking or notice of intention to appoint an administrator is given by the Buyer or the Buyer’s directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer’s undertaking or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the Buyer’s insolvency or possible insolvency; or (ii) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on the Buyer’s property or to be obtained by the Buyer, or the Buyer fails to observe or perform any of the Buyer’s obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or (iii) analogous proceedings or events to those specified above are instituted or occur in relation to the Buyer elsewhere than in England and Wales.
Loss(es) means any loss, claim, liability, expenses or damages suffered or payable whether arising directly or indirectly;
Operating Guidelines means the guidelines and instructions for use of the Product available on the Web Portal, as updated from time to time;
Portal Terms means terms governing the Buyer’s use of the Software as set out in Appendix A to these terms and conditions;
Product means the Cowconnect product consisting of the Hardware and, where Software is also being licensed, the Subscription;
Software means such Cowconnect software as may be set out in the relevant order any software pre-installed on the Hardware;
Specification means the specification of the Product set out on the Web Portal;
Subscription means subscription to the Software for the duration set out in the relevant order;
Support Services means the support services provided by Cowconnect in relation to the Software for the term of the Subscription;
Update means an update to the Software, including improvements, extensions, code corrections and other changes;
Web Portal means the website where the Buyer may view the results generated by the Product (with the applicable web address set out on the following webpage: https://app.cowconnect.net);
Working Day means Monday to Friday (except Bank Holidays in England or Denmark);
1.2 Words used in this Agreement in the singular tense are to be read to include the plural and references to a person are to be read to include companies, partnerships and other similar undertakings.
- Application of these Terms and Conditions
2.1 Unless otherwise agreed in writing, these terms and conditions are the only terms and conditions upon which Cowconnect is prepared to deal with the Buyer and they shall govern and are incorporated into every contract for the sale of a Product (to the extent described in Condition 2.2 and without prejudice to Condition 2.3) made by or on behalf of Cowconnect. They apply to the entire exclusion of and prevail over all other terms or conditions (whether or not in conflict or inconsistent with these terms and conditions), including those of the Buyer or which are implied by trade custom, practice or course of dealing, unless specifically excluded or varied in writing by an authorised representative of Cowconnect and any purported provisions to the contrary are hereby excluded or extinguished.
2.2 The only provisions of these terms and conditions applicable to sales of Subscriptions are Conditions 1-6. In all other respects a Subscription shall be subject to the Portal Terms.
2.3 Acceptance by the Buyer of delivery of the Product is (without prejudice to any other manner in which acceptance of these terms and conditions may be evidenced) deemed to constitute unqualified acceptance of these terms and conditions and the Portal Terms.
2.4 Where the Buyer has been authorized to distribute the Product, the Buyer shall ensure that: (i) its customers are made aware that the Subscription is subject to the Portal Terms; (ii) it promptly provides Cowconnect with the customer’s name and such contact details as may be reasonably required in order for Cowconnect to be able to provide support to the customer in accordance with the support obligations set out in the Portal Terms and the Buyer shall comply with all data protection and other applicable laws in the course of dealing with such information, including, without limitation, by obtaining the customer’s consent to sharing their personal data with Cowconnect.
2.5 If, subsequent to any Contract, a contract of sale is made between Cowconnect and the Buyer in respect of a Product without reference to any conditions of sale or purchase, such contract however made is deemed to be subject to these terms and conditions.
2.6 Cowconnect reserves the right to replace or amend these terms and conditions and any such replacement or amendment shall apply to the exclusion of these terms and conditions with effect from 30 days following written notice by AB Agri of its revised terms and conditions. For these purposes it shall be sufficient for Cowconnect to notify the Buyer that it has revised its terms and conditions and that such revised terms and conditions are accessible on Cowconnect’s website or via any other medium accessible to the Buyer.
3.1 Each order or acceptance of a quotation for the Product by the Buyer from Cowconnect shall be deemed to be an offer by the Buyer to buy the Product subject to these terms and conditions and is subject to acceptance by Cowconnect. Each acceptance of an order by Cowconnect shall give rise to a separate Contract. The Buyer is responsible to Cowconnect for ensuring the accuracy and completeness of the terms of any order and any applicable specification submitted by the Buyer.
3.2 No order shall be binding on Cowconnect unless and until it has been accepted in writing or performed by Cowconnect. Cowconnect shall use its reasonable endeavours to meet the Buyer’s requested delivery timings but reserves the right to vary delivery deadlines where operationally necessary. Subject to Conditions 4.3 and 11, once Cowconnect has accepted an order, the Buyer may not cancel the order except with the prior written agreement of Cowconnect and on terms that the Buyer must indemnify Cowconnect in full against all Losses to the extent such Losses cannot reasonably be mitigated by Cowconnect, (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses reasonably and properly incurred by Cowconnect as a result of the cancellation.
4.1 Unless otherwise agreed by Cowconnect in writing and subject to these terms and conditions:
(a) the price payable for the Product shall be the price quoted by Cowconnect or any of its authorised agents or, if no price is quoted, as set out in Cowconnect’s current list price in Euros or the Buyer’s local currency, as applicable;
(b) the price for the Product shall be exclusive of all costs and charges in relation to carriage, insurance, installation, transport and duties all of which amounts the Buyer shall pay in addition when it is due to pay for the Product.
4.2 All prices are exclusive of any applicable value added tax (or any similar or equivalent sales taxes or duties), which the Buyer is additionally liable to pay to Cowconnect.
4.3 Notwithstanding Condition 4.1 and without prejudice to Condition 11, Cowconnect reserves the right at its sole election, at any time before delivery, to increase the price of the Product, and notwithstanding anything contained in the Contract to pass on to the Buyer any increase in the costs to Cowconnect of producing and/or supplying the relevant product including any such increases which are due to any factor beyond the control of AB Agri (such as, without limitation, a significant increase in the costs of, or shortages or the unavailability of, labour or materials, the increase or imposition of any tax, duty or other levy, any variation in exchange rates, any change of delivery dates). AB Agri shall notify the Buyer of any such price increases and the Buyer shall have the right to refuse to pay such additional costs by notice in writing to Cowconnect, within two (2) Working Days of receipt of notice from AB Agri of the relevant price increase under this Condition 4.3, in which case the Buyer shall be deemed to have cancelled its order for the Product, without liability to either party. The rights of Cowconnect under this Condition 4.3 are in addition to any other rights Cowconnect may have.
- Terms of payment
5.1 Cowconnect or its authorised agent shall be entitled to invoice the Buyer on or at any time after it has accepted the Buyer’s order for the Product.
5.2 Unless otherwise agreed in advance in writing, signed by a director within Cowconnect, the Buyer shall pay for the Product in Euros in cleared funds within 30 days from the date of invoice and, unless otherwise agreed in writing, prior to despatch or installation of the relevant product (as applicable), notwithstanding that property in the Product has not passed to the Buyer. Time for payment shall be of the essence.
5.3 The Buyer shall make all payments due under the Contract in full to Cowconnect to the bank account in Denmark as notified to the Buyer (or such other Cowconnect bank account as may be notified to the Buyer) and without any deduction whether by way of set-off, counterclaim, discount, or abatement.
5.4 If the Buyer fails to make any payment on the due date, then without prejudice to any other right or remedy available, Cowconnect shall be entitled to (i) suspend any further deliveries to the Buyer (without prejudice to Cowconnect’s right subsequently to terminate the Contract for the same cause should it so decide) until any default by the Buyer be remedied and if the Product has been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary; (ii) by notice in writing terminate wholly or in part any and every order or Contract between the parties; and (iii) (both before and after any judgment), in respect of any unpaid amounts, charge interest at a rate equal to the higher of the interest rate payable on court judgments or 4% above the base rate from time to time of Barclay’s Bank plc accruing on a daily basis from the due date until payment is made.
6.1 All times, dates or periods given for delivery are estimates given in good faith but without any responsibility on Cowconnect ‘s part. The Buyer is required to accept delivery of Product within 7 days of Cowconnect giving the Buyer notice that the Product is ready for delivery. The Product may be delivered by Cowconnect in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.2 Unless otherwise agreed by Cowconnect in writing the Product will be delivered by courier or registered post (at the Buyer’s cost). If the Buyer requests delivery in any other manner and Cowconnect has agreed to such changes in writing, any difference in price shall be charged to the Buyer’s account.
6.3 In respect of a Subscription purchased subsequent to the Buyer’s purchase of the Product, the relevant Software may be installed on the Product remotely or by such other means as shall be notified to the Buyer.
6.4 The Buyer shall provide at the delivery point and at its own expense, adequate equipment and labour for taking delivery of the Product.
6.5 Cowconnect shall not be liable (whether in contract or for negligence or otherwise howsoever arising) for: (i) loss of or damage to the Product occurring prior to delivery; or (ii) non-delivery of the relevant product, unless claims to that effect are notified in writing by the Buyer to Cowconnect within five days of the quoted delivery date.
6.6 If the Buyer shall fail to give notice in accordance with Condition 6.5 above the relevant product shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Buyer it shall be bound to accept and pay for the same accordingly and all claims in respect of non-delivery or loss shall thereafter be wholly barred.
- Passing of title and risk
7.1 Risk of any loss or damage to the Product shall pass to the Buyer in accordance with CPT (Incoterms 2010) or as otherwise agreed or, if the Buyer wrongfully fails to take delivery of the Product, the time when Cowconnect has tendered delivery of the Product. Notwithstanding delivery and the passing of risk in the Product, or any other provision of these terms and conditions, ownership of the Product shall only pass when AB Agri has received in cash or cleared funds payment in full of the price of the Product.
- Until title to the Product has passed to the Buyer, the Buyer shall: (a) hold the Product on a fiduciary basis as the Cowconnect ‘s bailee; (b) store the Product separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Product; (d) maintain the Product in satisfactory condition and keep it insured against all risks for its full price from the date of delivery; (e) notify Cowconnect immediately if the Buyer becomes subject to an Insolvency Event; and (f) give Cowconnect such information relating to the Product as Cowconnect may require from time to time. Notwithstanding the foregoing, the Buyer may resell or use the Product in the ordinary course of its business, provided that: (i) the proceeds of any such resale are received and held by the Buyer in a separate bank account as identifiable funds on trust for Cowconnect; (ii) as between the Buyer and its customer(s) the Buyer shall sell the Products (at its own cost and expense) as principal and the Buyer shall not commit Cowconnect to any contract with or liability to the Buyer or any other person; and (iii) as between Cowconnect and the Buyer, the Buyer shall sell the Products in a fiduciary capacity as agent for Cowconnect.
- Until title passes, the Buyer shall insure and keep insured the Product for its full price against all risks to the reasonable satisfaction of Cowconnect. Until property in the Product passes to the Buyer, the Buyer shall hold the proceeds of any claim on such insurance policy on trust for the Seller and shall forthwith account to the Seller for such proceeds.
- If before title to the Product passes to the Buyer the Buyer becomes subject to an Insolvency Event or the Seller reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, without limiting any other right or remedy the Seller may have, the Seller may at any time require the Buyer to deliver up the Product and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Product is stored in order to recover it.
- Where Cowconnect is unable to determine whether any Products are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by Cowconnect to the Buyer in the order in which they were invoiced to the Buyer.
- Notwithstanding the provisions of this Condition 7, Cowconnect shall be entitled to bring an action against the Buyer for the price of the Product in the event of non-payment by the Buyer by the due date even though property in the Product has not passed to the Buyer and/or has the right by notice to the Buyer at any time after delivery to pass property in the Product to the Buyer as from the date of such notice.
- Conditions, warranties and representations
8.1 Subject to the remainder of this Condition, Cowconnect agrees that the Hardware will meet the Specification in all material respects for a period of 12 months from delivery to the Buyer.
8.2 Cowconnect shall promptly repair or replace any Product (or part thereof) which has been returned to Cowconnect under the RMA procedure (as defined in Condition 8.8) and which in the reasonable opinion of Cowconnect breaches the warranty contained in Condition 8.1. The decision to carry out repairs or provide replacements where the relevant claim is not covered by the warranty shall at Cowconnect’s full discretion and Cowconnect shall have the right to charge for any such replacement or repair.
8.3 Except as set out in these terms and conditions, any conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise) or other terms as to the quality of the Product, its fitness for any particular purpose (even if that purpose is made known expressly or by implication to Cowconnect), the accuracy or reliability of any results or information generated through use of the Product, its non-infringement or as to the correspondence of the Product with any description or sample are hereby expressly excluded to the fullest extent permitted by law.
8.4 The Buyer acknowledges and agrees that it has not entered into any Contract or placed any order in reliance on any statement or representation of any person (whether a party to this agreement or not) other than as expressly set out in these terms and conditions or the relevant Contract.
8.5 Without limiting the generality of the foregoing, the Buyer irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind any Contract or cancel any order by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to the Contract or not) and upon which it has relied in entering into any Contract or placing any order.
8.6 If Cowconnect breaches any of the warranties in Condition 8, the Buyer shall promptly notify Cowconnect and will allow Cowconnect a reasonable opportunity to correct the breach. This Condition states the Buyer’s sole remedy and Cowconnect’s sole liability for any breach of the warranty in Condition 8.1. However, if Cowconnect fails to remedy a breach in the manner set out in this Condition 8.6, Cowconnect’s liability for such failure will be limited to a sum equal to the amount paid by the Buyer for the Product.
8.7 The Buyer has no rights under the warranty contained in Condition 8.1 with respect to defects or non-conformities caused by (i) the Buyer’s failure to follow the Operating Guidelines or the Buyer’s use of the Product where the Buyer has failed to take proper care of it, damaged it or used it in a harsh environment (including, without limitation, by exposing the Product to any of the following conditions: rain or water, high humidity, excessive cold, extreme temperature changes, or restricted ventilation); (ii) any failure to comply with any restrictions or update requirements as set out in the Portal Terms (iii) acts or omissions of persons other than Cowconnect or its authorised representatives in contravention of anything contained in the Operating Guidelines; (iv) the Product being accidentally damaged, disassembled, modified, or repaired, in each case by any party other than Cowconnect or its authorised agents; or (v) the Buyer’s breach of any of these terms and conditions.
8.8 The Buyer must make all claims under the warranty in Condition 8.1, and no claim will be accepted from any third party. All warranty claims or returns made pursuant to the cancellation rights set out in Condition 8.9 shall comply with Cowconnect’s Return Material Authorisation process (“RMA”). The Buyer shall obtain an RMA number from Cowconnect prior to returning any Product and send the Product prepaid and insured to such location as instructed by Cowconnect. If the Buyer returns a Product in relation to a claim under the warranty without an itemised statement of claimed defects, Cowconnect will not evaluate the Product but will return it to the Buyer at the Buyer’s expense. Any Product that is returned to Cowconnect in relation to a claim under the warranty but which is found to meet the Specification shall be subject to Cowconnect’s standard examination charge in effect at the time, which shall be charged to, and paid for by, the Buyer.
Cancellation Rights for Consumers purchasing online or via telephone
8.9 If the Buyer is contracting as a consumer and has purchased the Product online or over the phone, the Buyer shall have the right to cancel their order within 14 days of the date on which the Buyer receives the Product. The Buyer may cancel their order within such period by emailing Cowconnect at email@example.com and filling in the cancellation form we send you. The Buyer is not required to return the Product in its original packaging but must ensure that the Product is packaged in a way that will prevent it from getting damaged. The Buyer shall bear the costs for returning the Product to Cowconnect. Cowconnect shall issue a refund within 28 days of receiving the Product from the Buyer.
- Restrictions on Use
9.1 The Buyer is responsible for complying with all manufacturer’s recommendations regarding the use of any third party products used in connection with the Product and, if in doubt, must contact that manufacturer or check their website. Cowconnect accepts no liability for any Losses arising from a failure by the Buyer or any end user of the Product to follow the relevant manufacturer’s recommendations.
9.2 The Buyer shall use the Product in compliance with all applicable laws.
9.3 The Buyer shall not use the Product for purposes other than those for which it is intended. For the avoidance of doubt, and without prejudice to the foregoing restriction, under no circumstances should the Buyer use the Product to access any third party websites.
- 10. Limitation of Liability
10.1 The following provisions set out the entire financial liability of Cowconnect (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: (a) any breach of a Contract; including wilful breach; (b) any claim in connection with the Product, supply of any of the foregoing by Cowconnect, or the use of any of the foregoing by the Buyer or end user; or (c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 Nothing in these terms and conditions excludes or limits the liability of Cowconnect: (a) for death or personal injury to humans caused by Cowconnect ‘s negligence; (b) for any matter which it would be illegal for Cowconnect to exclude or attempt to exclude its liability; or (c) for fraud or fraudulent misrepresentation.
10.3 Subject to Condition 10.2, Cowconnect’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total price paid or payable for the Product or, if the relevant claim relates to an identifiable component of the Product, the cost ascertained by Cowconnect as being attributable to that component.
10.4 Subject to Condition 10.2, Cowconnect shall not be liable to the Buyer (whether in contract, tort or otherwise) for any pure economic loss, loss of profit, loss of anticipated savings or cost reductions, loss of business, depletion of goodwill (in each case whether direct or indirect), for any indirect or consequential loss whatsoever and howsoever caused which arise out of or in connection with the Contract or for any losses which the Buyer suffers through the use of or reliance on any results or information generated through use of the Product.
10.5 The Buyer is responsible for making its own arrangements for the insurance of the Product and for insuring itself against all risks associated with its use of the Product.
- 11. Force Majeure
11.1 If by reason of an Event of Force Majeure Cowconnect is prevented from or hindered in or delayed in manufacturing, obtaining or delivering (by normal route or means of delivery) the Product, or if by reason of such an event Cowconnect can only manufacture, obtain or deliver (by normal routes or means of delivery) the Product at an increased cost which is unacceptable to Cowconnect, Cowconnect shall: (a) not be liable to the Buyer or deemed to be in breach of the Contract by reason of any resulting delay in performing, or any failure to perform, any of A Cowconnect’s obligations in relation to the Product; and (b) be entitled (without liability to the Buyer) to cancel any order or to delay delivery. Where any such Event of Force Majeure continues for a period of more than 14 days, Cowconnect shall be entitled to terminate the Contract on notice in writing to the Buyer.
- 12. Disposal of the Product – Compliance with WEEE Regulations
12.1 The Product consists of Electronic and Electrical Equipment (“EEE”) for the purposes of the WEEE Regulations 2013. The Buyer must dispose of this Product in compliance with all laws and regulations that may apply in the jurisdiction in which the Buyer is located. Please note that for the purposes of the WEEE Regulations, the battery must also be disposed of separately from regular waste.
- Intellectual Property Rights
13.1 All Intellectual Property Rights in and to the Product belong to and will remain vested in Cowconnect, its licensors or the manufacturers of any Third Party Component (as applicable) at all times. You shall not obscure, remove or alter any trade marks, patent numbers, labels, serial numbers, product identification, copyright or other notices affixed to the Product or any part thereof or to any related documentation or packaging.
13.2 Cowconnect may refer to the Buyer in marketing and promotional materials as being a user of the Product.
- 14. General
14.1 A waiver of any right or remedy under the Contract is only effective if given in writing. Any waiver by Cowconnect of any breach, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall not affect the other terms of the Contract.
14.2 Subject to Condition 2.6, this Contract may only be varied by the written agreement of both parties and (in the case of AB Agri) must be signed by a duly authorised representative of AB Agri.
14.3 If, in any particular case, any provision of these terms and conditions (or any part of any provision) shall be held to be invalid, illegal or unenforceable by any court or competent authority, or shall not apply to the Contract, that provision or part-provision shall, to the extent required, be deemed to be deleted and the other terms and conditions shall continue in full force and effect and will not in any way be impaired. If any provision of these terms and conditions is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.
14.4 AB Agri may assign the Contract or sub-contract the whole or any part thereof. The Buyer shall not attempt to assign, transfer, charge or otherwise deal with its rights or obligations under the Contract without the prior written consent of Cowconnect.
14.5 The rights and remedies of Cowconnect under these terms and conditions shall be cumulative and no right or remedy of Cowconnect set out in these terms and conditions shall be deemed to be in lieu of any other right or remedy.
14.6 Nothing in these terms and conditions shall create or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties and no employee of one party shall be deemed to be or become an employee of the other party.
14.7 The parties to the Contract do not intend that any term of the Contract shall be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.
14.8 The Contract and any dispute or claim arising out of or in connection with it, or its subject matter or formation, whether of a contractual or non-contractual nature, shall in all respects be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts, including (without limitation) in respect of any application for injunctive or ancillary relief.