Terms and Conditions

JOBSAVVY TERMS OF USE (EMPLOYERS)

 

Note: Please read these Terms of Use carefully. Each Contract that JobSavvy and the Employer may from time to time enter into for the provision of the JobSavvy Services is governed by these Terms of Use.

 

1.            Definitions and Interpretation

 

1.1          Except to the extent expressly provided otherwise, in these Terms of Use and in an Order:

 

Business Days

Mondays to Fridays, excluding English Bank and public holidays.

Candidate

means a prospective or actual candidate in relation to a Job Post.

Candidate Personal Data

means any Personal Data relating to a Candidate provided by JobSavvy to the Employer under or in relation to a Contract.

Charges

means:

(i)            the Premium Job Fee; and

(ii)           the Membership Plan Fee,

or, as the context requires, either of them.

"Confidential Information"

means:

(i)            any information disclosed by either party to the other party during the Term (whether in writing, orally or otherwise) that at the time of disclosure is either marked as "confidential" or should reasonably be understood by the receiving party to be confidential; and

(ii)           the existence of, and the terms set out in, the Contract.

"Contract"

a contract between JobSavvy and the Employer made up of an Order, these Terms of Use and any documents expressly referred to in either of them, and any amendments to that contract from time to time.

Data Protection Laws

means the EU Data Protection Directive (Directive 95/46/EC), the Data Protection Act 1998 and Electronic Communications (EC Directive) Regulations 2003 and any other data protection laws and regulations, orders and any codes of practice, guidelines and recommendations issued by the Information Commissioner’s Office or any replacement or equivalent body, as amended and in force from time to time.

"Employer"

means the person or entity identified as such in an Order.

Employer Data

means all data uploaded to the Platform, or otherwise provided by the Employer to JobSavvy, under or in relation to a Contract.

Enterprise Plan

means the membership plan provided by JobSavvy which is known as “Enterprise Plan”, and which has the following features:

  • unlimited number of Standard Job Posts, each with a fixed duration of 30 days;
  • Sponsored Jobs, enabling an employer to enhance job postings by with Hot Jobs, Featured or Spotlight designations;
  • Filter Questions, enabling an employer to filter incoming job applications by asking questions;
  • Branded Job Ads, enabling an employer to display their company name and logo with a Job Post;
  • CVs to Inbox, enabling an employer to designate contact(s) to whom CVs will be sent;
  • Watchdog Notifications, enabling an employer to specify skills and qualification matches to be sent directly to their inbox;
  • Validated Candidates, enabling an employer to select only candidates whose documentation, certification and references have been validated by JobSavvy; and
  • Company Page, enabling an employer to create a detailed profile page, centrally holding job postings and specified company details.

"Force Majeure Event"

an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).

"Intellectual Property Rights"

all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).

"JobSavvy"

JobSavvy (UK) Ltd a company incorporated in England and Wales with registration number 10319590 and its registered office at 71-75 Shelton Street, London WC2H 9JQ.

JobSavvy Services

means:

(i)            Standard Job Posts;

(ii)           Premium Job Posts; and

(iii)          a Membership Plan,

as specified in an Order.

Job Post

means a Standard Job Post or a Premium Job Post.

Membership Plan Fee

means the monthly charges payable by the Employer for a Membership Plan, as specified in an Order.

"Membership Plan"

means:

(i)            the Starter Plan; or

(ii)           the Enterprise Plan; or

(iii)          the Ultimate Plan.

Order

an order by the Employer for JobSavvy Services, submitted by the Employer using the Platform.

"Personal Data"

has the meaning given to it in the Data Protection Act 1998.

"Platform"

JobSavvy’s proprietary web portal that may be accessed by the Employer to access and use the JobSavvy Services.

Premium Job Post

means a job advert on www.jobsavvy.co.uk that has some or all of the following paid-for features:

  • Sponsored Jobs, enabling an employer to enhance job postings by with Hot Jobs, Featured or Spotlight designations;
  • Filter Questions, enabling an employer to filter incoming job applications by asking questions.

Premium Job Fee

means the charges payable by the Employer for a Premium Job Post, as specified in an Order.

"Processing"

has the meaning given to it in the Data Protection Act 1998.

Services Start Date

means the date on which JobSavvy accepts the Employer’s Order or, if later, the date on which JobSavvy provides the Employer with log in details to enable the Employer to accesss the Platform and use the JobSavvy Services.

Standard Job Post

means a limited-functionality job advert on www.jobsavvy.co.uk that JobSavvy makes available to the Employer on a free of charge basis.

Starter Plan

means the membership plan provided by JobSavvy which is known as “Starter Plan”, and which entitles the employer to an unlimited number of Standard Job Posts, each with a fixed duration of 14 days.

"Term"

unless terminated earlier in accordance with clause 13, the term of a Contract is:

(i)            in the case of a Job Post, the period starting on the date on which the Order is accepted by JobSavvy and ending on the expiry date of the Job Post; or

(ii)           in the case of a Membership Plan, the period starting on the date on which the Order is accepted by JobSavvy and ending on the date on which either party gives to the other party not less than thirty (30) days’ prior written notice of termination, such notice to expire on any anniversary of the Services Start Date.

Ultimate Plan

means the membership plan provided by JobSavvy which is known as “Ultimate Plan”, and which, in addition to all the features of an Enterprise Plan, has the following features:

  • each Standard Job Post has a fixed duration of 60 days; and
  • Realtime Map Candidate Search, enabling an employer, using a map function, to search in real-time for candidates based on their skills/qualifications, expected salary, date availability.

 

1.2          In these Terms of Use, a reference to a statute or statutory provision includes a reference to:

(a)           that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)          any subordinate legislation made under that statute or statutory provision.

1.3          The clause headings do not affect the interpretation of these Terms of Use.

1.4          In these Terms of Use, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

1.5          In case of an inconsistency or conflict between these Terms of Use and any provision in an Order, the provision in the Order prevails.

 

2.            JobSavvy Services

2.1          JobSavvy shall promptly (and, in any event, within two (2) Business Days of receiving payment of the Charges) provide to the Employer login details for the Platform to enable the Employer to access and use the JobSavvy Services.

2.2          JobSavvy grants to the Employer a non-exclusive licence to access and use the JobSavvy Services for the Employer’s own internal recruitment purposes during the Term.

2.3          The licence granted by JobSavvy to the Employer under clause 2.2 is subject to the following:

(a)          the Employer must not sub-license its right to access and use the JobSavvy Services to any third party, or use the JobSavvy Services for recruitment requirements or other benefit of any third party;

(b)          the Employer shall use reasonable endeavours, including implementing reasonable security measures relating to its account access details, to ensure that no unauthorised person gains access to the JobSavvy Services;

(c)           the Employer must not use the JobSavvy Service in any way that causes, or may cause, damage to the JobSavvy Service or the Platform or which impairs or may impair the availability or accessibility of the JobSavvy Services; and

(d)          the Employer must not use the JobSavvy Services:

(i)            in any way that is unlawful, illegal, fraudulent or harmful; or

(ii)           in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

2.4          For the avoidance of doubt, the Employer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

2.5          If any amount due to be paid by the Employer to JobSavvy under the Contract is overdue or if the Employer is in breach of any of the conditions or restrictions set out in clause 2.3, and JobSavvy has given to the Employer at least ten (10) days' notice of its intention to do so, then JobSavvy may (without prejudice to its other rights under the Contract) suspend the provision of the JobSavvy Services for the duration of the Employer’s default.

2.6          JobSavvy shall use all reasonable commercial endeavours to carry out scheduled or planned maintenance to the Platform outside the hours of 08:00 - 18:00 on Business Days, and to give the Employer at least two (2) Business Days’ prior notice of any maintenance that will or is likely to result in disruption to the JobSavvy Services.

 

3.            Employer obligations

3.1          The Employer must provide to JobSavvy, or procure for JobSavvy, such co-operation, support, advice, information and documentation as JobSavvy may reasonably request in connection with the performance of its obligations under the Contract.

 

4.            Employer Data

4.1          The Employer hereby grants to JobSavvy a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Employer Data to the extent reasonably required for the performance of JobSavvy's obligations and the exercise of JobSavvy's rights under the Contract, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of JobSavvy's obligations and the exercise of JobSavvy's rights under the Contract.

4.2          The Employer warrants to JobSavvy that the use of the Employer Data by JobSavvy in accordance with the Contract will not:

(a)           breach the provisions of any law, statute or regulation;

(b)          infringe the Intellectual Property Rights or other legal rights of any person; or

(c)           give rise to any cause of action against JobSavvy,

in each case in any jurisdiction and under any applicable law.

 

5.            Intellectual Property Rights

5.1          Nothing in the Contract shall operate to assign or transfer any Intellectual Property Rights from JobSavvy to the Employer, or from the Employer to JobSavvy.

5.2          All Intellectual Property Rights in in all materials created or performed by JobSavvy, solely or jointly with any person, in the course of providing the JobSavvy Services (“Work”) shall vest or remain vested in JobSavvy. 

5.3          JobSavvy hereby grants to the Employer a royalty-free, non-exclusive licence to access and use the Work for the Employer’s internal business purposes during the Term.

5.4          At JobSavvy’s request and expense, the Employer shall perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution or delivery of) all further documents which JobSavvy reasonably considers necessary to vest ownership of the Work in JobSavvy or otherwise to give effect to this clause 5.

 

6.            Charges                         

6.1          Unless the Employer has paid the Charges via the Platform, JobSavvy issues invoices to the Employer:

(a)          in respect of a Premium Job Post, on or after the Services Commencement Date; and

(b)          in respect of a Membership Plan, monthly or annually in advance.

6.2          The Employer must pay each invoice issued by JobSavvy in accordance with clause 6.1 within thirty (30) days of receipt by means of electronic bank transfer to such bank account as is specified on the relevant invoice.

6.3          JobSavvy and the Employer agree that once the Employer has submitted an Order, the Employer does not have any rights to cancel the JobSavvy Services or to receive a refund of the Charges.

6.4          JobSavvy may increase the Membership Plan Fee by giving to the Employer at least ninety (90) days' prior written notice, such notice to expire no earlier than the next anniversary of the Services Start Date.  The Employer agrees that, notwithstanding clause 15.1, JobSavvy may notify the Employer of an increase of the Membership Plan Fee by sending details of such increase by email to the Employer’s email address as specified in the Order.

6.5          The Charges are exclusive of UK value added tax (VAT) or any other applicable sales tax, which will be added to the Charges and payable by the Employer to JobSavvy.

6.6          If the Employer does not pay any amount properly due to JobSavvy under the Contract, JobSavvy may:

(a)           charge the Employer interest on the overdue amount at the rate of 5% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); and/or

(b)          subject to giving the Employer at least five (5) Business Days’ prior notice of its intention to do so, suspend the JobSavvy Services until payment of all outstanding sums has been received in full.

 

7.            Confidentiality

7.1          Each party (the “Receiving Party”) shall:

(a)           keep the Confidential Information of the other party (the “Disclosing Party”) strictly confidential;

(b)          not disclose the Disclosing Party’s Confidential Information to any person without the Disclosing Party’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms of Use;

(c)           use the same degree of care to protect the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care; and

(d)          act in good faith at all times in relation to the Disclosing Party’s Confidential Information.

7.2          Notwithstanding clause 7.1, the Receiving Party may disclose the Disclosing Party’s Confidential Information to its officers, employees, professional advisers, insurers, agents and subcontractors who are bound by a written agreement or professional obligation to protect the confidentiality of such Confidential Information.

7.3          This clause 7 imposes no obligations upon the Receiving Party with respect to the Disclosing Party’s Confidential Information that:

(a)           is known to the Receiving Party before disclosure under these Terms of Use and is not subject to any other obligation of confidentiality;

(b)          is or becomes publicly known through no act or default of the Receiving Party; or

(c)           is obtained by the Receiving Party from a third party in circumstances where the Receiving Party has no reason to believe that there has been a breach of an obligation of confidentiality.

7.4          The restrictions in this clause 7 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Receiving Party on any recognised stock exchange.

7.5          The provisions of this clause 7 shall continue in force for a period of five (5) years following the termination of the Contract, at the end of which period they will cease to have effect.

 

8.            Data protection

8.1          JobSavvy and the Employer agree that, for the purposes of Data Protection Laws, the Candidate is the Data Controller and the Employer is the Data Processor of Candidate Personal Data.

8.2          JobSavvy warrants to the Employer that it has the legal right to disclose the Candidate Personal Data that it does in fact disclose to the Employer under or in connection with the Contract.

8.3          The Employer warrants to JobSavvy that the Employer will, at all times:

(a)          carry out all processing of Candidate Personal Data  in accordance with the Contract and any written instructions issued by the Candidate from time to time;

(b)          have in place appropriate technical and organisational security measures so that Candidate Personal Data is protected against unauthorised or unlawful processing and against accidental loss, destruction or damage;

(c)           only process the Candidate Personal Data for the purposes of exercising its rights under the Contract;

(d)          immediately notify JobSavvy in the event of a request for disclosure of Candidate Personal Data by a law enforcement authority or any communication from any supervisory or government body or any notice or request from an individual in relation to the Candidate Personal Data; and

(e)          process the Candidate Personal Data in compliance with all applicable laws.

8.4          The Employer warrants to JobSavvy that the Employer will not at any time:

(a)          disclose Candidate Personal Data to any third party other than at JobSavvy’s request, as set out in the Contract, or as required by law; or

(b)          transfer Candidate Personal Data outside the EEA unless it has the prior written consent of the relevant Candidate.

 

9.            Warranties

9.1          JobSavvy warrants to the Employer that:

(a)           JobSavvy has the legal right and authority to enter into the Contract and to perform its obligations under the Contract; and

(b)          JobSavvy will comply with all applicable legal and regulatory requirements applying to the exercise of JobSavvy’s rights and the fulfilment of JobSavvy’s obligations under the Contract.

9.2          JobSavvy warrants to the Employer that:

(a)           it has taken all commercially reasonable steps to ensure that the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and

(b)          the Platform will incorporate security features reflecting the requirements of good industry practice.

9.3          JobSavvy warrants to the Employer that the JobSavvy Services, when used by the Employer in accordance with the Contract, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

9.4          If JobSavvy reasonably determines, or any third party alleges, that the use of the JobSavvy Services by the Employer in accordance with the Contract infringes any person's Intellectual Property Rights, JobSavvy may at its own cost and expense:

(a)           modify the JobSavvy Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or

(b)          procure for the Employer the right to use the JobSavvy Services in accordance with the Contract; or

(c)           if neither of the options set out in (a) or (b) are commercially or technically practicable, terminate the Contract and refund the Employer all Charges previously paid in respect of the JobSavvy Services.

9.5          The Employer warrants to JobSavvy that:

(a)          it has the legal right and authority to enter into the Contract and to perform its obligations under the Contract; and

(b)          it agrees with JobSavvy’s Privacy Policy, the current version of which may be accessed at [insert URL].

9.6          All of the parties' warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms of Use. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.

 

10.         Acknowledgements and warranty limitations

10.1        The Employer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of the Contract, JobSavvy gives no warranty or representation that the JobSavvy Services will be wholly free from defects, errors and bugs.

10.2        The Employer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to clause 9.2(b) and the other provisions of the Contract, JobSavvy gives no warranty or representation that the JobSavvy Services will be entirely secure.

10.3        Except to the extent expressly provided otherwise in the Contract, JobSavvy does not warrant or represent that the JobSavvy Services or the use of the JobSavvy Services by the Employer will be suitable for the Employer’s purposes, or will provide the Employer with any specific result, return on investment or other outcome.

 

11.         Limitations and exclusions of liability

11.1        Nothing in the Contract will:

(a)           limit or exclude any liability for death or personal injury resulting from negligence;

(b)          limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)           limit any liabilities in any way that is not permitted under applicable law; or

(d)          exclude any liabilities that may not be excluded under applicable law.

11.2        The limitations and exclusions of liability set out in this clause 11 and elsewhere in the Contract:

(a)           are subject to clause 11.1; and

(b)          govern all liabilities arising under the Contract or relating to the subject matter of the Contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Contract.

11.3        JobSavvy shall not be liable to the Employer in respect of:

(a)          any losses arising out of a Force Majeure Event; or

(b)          any loss of profits or anticipated savings; or

(c)           any loss of revenue or income; or

(d)          any loss of use or production; or

(e)          any loss of business, contracts or opportunities; or

(f)           any loss or corruption of any data, database or software.

11.4        Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

11.5        The liability of each party to the other party under the Contract in respect of any event or series of related events shall not exceed the higher of:

(a)          an amount equal to five (5) times all sums paid or payable by the Employer to JobSavvy under the Contract; or

(b)          £10,000.

 

12.         Force Majeure Event

12.1        If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

12.2        A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:

(a)           promptly notify the other; and

(b)          inform the other of the period for which it is estimated that such failure or delay will continue.

12.3        A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

 

13.         Termination

13.1        Either party may terminate the Contract immediately by giving written notice of termination to the other party if the other party commits any material breach of the Contract which, in the case of a breach which is remediable, is not remedied within fourteen (14) days of the date on which the other party is given written notice requiring the breach to be remedied.

13.2        Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a)           the other party is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or

(b)          an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or

(c)           an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract).

 

14.         Effects of termination

14.1        Upon the termination of the Contract, all of the provisions of these Terms of Use shall cease to have effect, save that the following provisions of these Terms of Use shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely):  clauses 1, 6, 7, 9, 11, 14, 17, 18, 19, 20, 21.1, 21.2, 23 and 24.

14.2        The termination of the Contract shall not affect the accrued rights of either party.

14.3        Within fourteen (14) days following the termination of the Contract (and without prejudice to the parties' other legal rights):

(a)           the Employer must pay to JobSavvy any Charges in respect of Services provided to the Employer before the termination of the Contract; and

(b)          if the Contract is terminated by the Employer pursuant to clause 13.1 or clause 13.2, JobSavvy must refund to the Employer any Charges paid by the Employer to JobSavvy in respect of Services that were to be provided to the Employer after the termination of the Contract.

 

15.         Notices

15.1        Any notice from one party to the other party under the Contract must be given by one of the following methods (using the relevant contact details set out on the Platform and in clause 15.2):

(a)           delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(b)          sent by recorded signed-for post, in which case the notice shall be deemed to be received two (2) Business Days following posting; or

(c)           sent by email using, in the case of JobSavvy, office@jobsavvy.co.uk or, in the case of the Employer, the email address set out in the Order.

               provided that if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

15.2        JobSavvy’s contact details for notices under this clause 15 are as follows:

                71-75 Shelton Street

Covent Garden

London

WC2H 9JQ

Attn: Ms Jital Rao

15.3        The addressee and contact details set out in the Order and clause 15.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this clause 15.

 

16.         Subcontracting

16.1        JobSavvy may subcontract any of its obligations under the Contract, provided that JobSavvy shall remain responsible to the Employer for the performance of any subcontracted obligations.

 

17.         Assignment

17.1        The Employer must not assign, transfer or otherwise deal with its contractual rights and/or obligations under the Contract without the prior written consent of JobSavvy, such consent not to be unreasonably withheld or delayed.

 

18.         No waivers

18.1        No breach of any provision of the Contract will be waived except with the express written consent of the party not in breach.

18.2        No waiver of any breach of any provision of the Contract shall be construed as a further or continuing waiver of any breach of that provision or any other provision of the Contract.

 

19.         Severability

19.1        If a provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

19.2        If any unlawful and/or unenforceable provision of the Contract would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

 

20.         Third party rights

20.1        The Contract is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

 

21.         Variation

21.1        The Contract may not be varied except in accordance with clause 21.

21.2        The Contract may be varied by means of a written document signed by or on behalf of each party.

21.3        JobSavvy may vary the Contract by giving to the Employer at least 30 days' written notice of the proposed variation, providing that if JobSavvy gives to the Employer a notice under this clause 21.3, the Employer shall have the right to terminate the Contract by giving written notice of termination to JobSavvy at any time during the period of 14 days following receipt of JobSavvy’s notice.

 

22.          Publicity

22.1        Subject to obtaining the Employer’s prior written consent (not to be unreasonably withheld or delayed), the Employer agrees that JobSavvy shall be entitled to use the Employer’s name and logo for marketing and publicity purposes). 

 

23.         Entire agreement

23.1        The Contract shall constitute the entire agreement between the parties in relation to its subject matter, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

23.2        Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Contract.

23.3        The provisions of this clause 23 are subject to clause 11.1.

24.         Law and jurisdiction

24.1        The Contract shall be governed by and construed in accordance with English law.

24.2        Any disputes relating to the Contract shall be subject to the exclusive jurisdiction of the courts of England.