Terms & Conditions
This page (together with our Privacy Policy and Terms of Website Use)
tells you information about us and the legal terms and conditions (Conditions)
on which we sell our services to you (the Customer as defined below).
These Conditions will apply to any contract between us for the sale of
services to you. Please read these Conditions carefully and make sure that you
understand them, before ordering any services from our site. Please note that
before placing an order you will be asked to agree to these Conditions. If you
refuse to accept these Conditions, you will not be able to order any services
from our site.
You should print a copy of these Conditions or save them to your
computer for future reference.
We may change these Conditions at any time without notice by amending
this page. Please check this page from time to time to take notice of any
changes we make, as they are binding on you. If you continue to use the
services, you will be deemed to have accepted changes to the Conditions.
The Customer’s attention is particularly drawn to the provisions of
clause 11.
1. INTERPRETATION
1. Definitions. In
these Conditions, the following definitions apply:
Business Day: a day (other
than a Saturday, Sunday or public holiday) when banks in London are open for
business.
Charges: the charges
payable by the Customer for the supply of the Services as set out on the Site
or otherwise in accordance with clause 8.
Commencement Date: has the
meaning set out in clause 3.2.
Conditions: these terms
and conditions as amended from time to time in accordance with clause 15.8.
Contract: the contract
between the Supplier and the Customer for the supply of Services in accordance
with these Conditions.
Customer: the person or
firm whose details are set out in the Order.
Data: such data,
including mobile telephone numbers, as is required by the Supplier to carry out
the Services.
Data Protection
Legislation: the Data Protection Act 1998, the EU Data Protection Directive
95/46/EC, the Regulation of Investigatory Powers Act 2000, the
Telecommunications (Lawful Business Practice) (Interception of Communications)
Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection
Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive)
Regulations 2003, the General Data Protection Regulation (EU/2016/679), the
Data Protection Bill 2016-19 (if enacted, in whatever form) or any successor or
replacement legislation to any of the foregoing, and all applicable laws and
regulations relating to processing of personal data and privacy, including
where applicable the guidance and codes of practice issued by the Information
Commissioner.
Digital Message(s):
various communication channels including SMS, Email, Voice/VOIP, Rich Communication
Services and WhatsApp Business Messaging.
Intellectual
Property Rights: all patents, rights to inventions, utility models, copyright and
related rights, trade marks, service marks, trade, business and domain names,
rights in trade dress or get-up, rights in goodwill or to sue for passing off,
unfair competition rights, rights in designs, rights in computer software,
database right, topography rights, moral rights, rights in confidential
information (including know-how and trade secrets) and any other intellectual
property rights, in each case whether registered or unregistered and including
all applications for and renewals or extensions of such rights, and all similar
or equivalent rights or forms of protection in any part of the world.
Order: the
Customer’s order for Services placed using the Site order pages.
Services: the services
detailed in the Order and all other digital messaging services supplied by the
Supplier to the Customer.
Service Delivery Period: the period
during which the Services are to be provided as set out in the Order.
Site: the
Supplier’s website https://www.textglobal.co.uk or
https://portal.textglobal.co.uk
Supplier: Text Global
Limited a company registered in England and Wales with company number 09446853
and whose registered office is at St Mary’s House, Netherhampton, Salisbury,
Wiltshire, SP23 8PU.
2. In these
Conditions, the following rules apply:
(a) a person includes a natural
person, corporate or unincorporated body (whether or not having separate legal
personality);
(b) a reference to a party includes
its successors or permitted assigns;
(c) a reference to a statute or
statutory provision is a reference to such statute or statutory provision as
amended or re-enacted. A reference to a statute or statutory provision includes
any subordinate legislation made under that statute or statutory provision, as
amended or re-enacted;
(d) any phrase introduced by the
terms including, include, in particular or any similar expression, shall be
construed as illustrative and shall not limit the sense of the words preceding
those terms; and
(e) a reference to writing or written
includes e-mails;
(f) a reference to the singular shall
include the plural and vice versa and a reference to any one gender shall
include all other genders.
2. INFORMATION ABOUT
THE SUPPLIER AND THE SERVICES
1. The Supplier
operates the Site. The Supplier’s main trading address is Unit 20, Basepoint
Centres, Rivermead Drive, Westlea, Swindon, SN5 7EX. The Supplier’s VAT number
is 207699477.
2. The Services allow
the Customer to send and receive Digital Messages. The Services, as described
on the Site that enable the Customer to send Digital Messages to recipients designated
by the Customer.
3. BASIS OF CONTRACT
1. The Site will guide
the Customer through the steps required to place an order. Once the Order has
been submitted by the Customer via the Site, the Order constitutes an offer by
the Customer to purchase Services in accordance with these Conditions.
2. The Order shall
only be deemed to be accepted when the Supplier issues written acceptance of
the Order at which point and on which date the Contract shall come into
existence (Commencement Date).
3. The Contract
constitutes the entire agreement between the parties. The Customer acknowledges
that it has not relied on any statement, promise or representation made or
given by or on behalf of the Supplier which is not set out in the Contract.
4. These Conditions
apply to the Contract to the exclusion of any other terms that the Customer
seeks to impose or incorporate, or which are implied by trade, custom, practice
or course of dealing.
5. The Supplier may
amend these Conditions from time to time. Please look at the top of this page
to see when these Conditions were last updated. The Supplier will give the
Customer at least one month’s written notice of any changes to these Conditions
Terms before they take effect.
4. SUPPLY OF SERVICES
1. The Supplier shall
supply the Services to the Customer in accordance with the terms of the
Contract in all material respects.
2. The Supplier shall
use reasonable endeavours to provide the Services within the Service Delivery
Period but any such dates shall be estimates only and time shall not be of the
essence for performance of the Services.
3. The Supplier
warrants to the Customer that the Services will be provided using reasonable
care and skill.
4. The Supplier may
establish limits concerning the use of the Services for example the maximum
size of a text message that may be sent or received or a monthly limit on how
many messages the Customer can send or receive.
5. The Customer
acknowledges that the Supplier may monitor Digital Messages to ensure
compliance with the Supplier’s policies and the law.
6. The Supplier shall
only act on written instructions given by the Customer from time to time.
7. The Customer
acknowledges that the Supplier is under no duty to investigate the
completeness, accuracy or sufficiency of any instructions or Data provided by
the Customer.
5. CUSTOMER’S
OBLIGATIONS
1. The Customer shall:
(a) ensure that the terms of the
Order are complete and accurate;
(b) co-operate with the Supplier in
all matters relating to the Services;
(c) provide the Supplier with such
information and materials as the Supplier may reasonably require in order to
supply the Services (including but not limited to the Data), and ensure that
such information is accurate in all respects;
(d) ensure that all information
provided to the Supplier complies fully with all Data Protection Legislation;
(e) ensure that the data subjects of
Data supplied or uploaded by the Customer have validly consented or opted-in to
the processing of their personal data for the purpose of the provision of the
Services in accordance with Data Protection Legislation and any guidance or
regulations outlined by the Information Commissioner’s Office;
(f) not require the Supplier to send,
or cause to be sent, a commercial electronic message without a clear opt-out
procedure;
(g) not use the Service for any
improper, immoral, fraudulent or unlawful purposes or for the sending of any
communication or storing of any information which is of an offensive, abusive,
indecent, obscene, defamatory, threatening or menacing nature or which is
pornographic or liable to incite racial hatred or acts of terrorism;
(h) not use the Service (partly or
wholly) for the purpose of spamming (which term shall mean the sending of Digital
Messages where implied or specific consent to such messages has not been given
by the recipient or where no other legal basis exists under Data Protection
Legislation);
(i) not act in any way, whether
knowingly or otherwise, such that the operation of the Supplier will be
jeopardised or impaired;
(j) comply with any reasonable
instructions issued by the Supplier which concern the Customer’s use of the
Services and co-operate with the Supplier in their reasonable security and
other checks;
(k) not send or upload anything which
may contain viruses or any other harmful deleterious program; and
(l) not send or upload anything which
in any way breaches the intellectual property rights of any third party.
2. If the Supplier’s
performance of any of its obligations under the Contract is prevented or
delayed by any act or omission by the Customer or failure by the Customer to
perform any relevant obligation (Customer Default):
(a) the Supplier shall without
limiting its other rights or remedies have the right to suspend performance of
the Services until the Customer remedies the Customer Default, and to rely on
the Customer Default to relieve it from the performance of any of its
obligations to the extent the Customer Default prevents or delays the
Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable
for any costs or losses sustained or incurred by the Customer arising directly
or indirectly from the Supplier’s failure or delay to perform any of its
obligations as set out in this clause 5.2; and
(c) the Customer shall reimburse the
Supplier on written demand for any costs or losses sustained or incurred by the
Supplier arising directly or indirectly from the Customer Default.
6. SUSPENDING AND
VARYING THE SITE AND THE SERVICES
Access to the Site is provided on an
‘as is’ and ‘as available basis’ and we reserve the right to alter or update
the Site and/or the Services to provide an efficient service to you. This may
involve suspending access to the Site (or any part of it) at any time and
without notice. We will not be liable to you in any way if the Site (or any
part of it) is unavailable at anytime and for any period. The Supplier shall
endeavour to limit the frequency and duration of these disruptions. For the
avoidance of doubt the Supplier will not be liable for any loss suffered by the
Customer as a result of any suspension of or variation to the Site or Services.
7. ACCOUNT AND
REGISTRATION
1. The Customer may
open an account with the Supplier using one of the following two methods:
(a) by registering on the Site using
valid business email address domain; or
(b) by contacting the Supplier by
telephone to register an account manually
2. The Customer:
(a) shall adopt a username and
password both of which shall be kept secure and confidential;
(b) shall provide the Supplier with
accurate information and keep that information regularly updated;
(c) shall notify the Supplier of any
unauthorised use of the Customer’s account;
(d) shall maintain the
confidentiality of the account;
(e) acknowledges that any suspected
fraudulent, abusive or otherwise illegal activity may be subject to immediate
termination of the account; and
(f) acknowledges that in certain
circumstances the Supplier may be required to change the Customer’s password or
username on notice.
8. CHARGES AND PAYMENT
1. The Charges for the
Services shall be as set out in the Order.
2. The size of a text
message that may be sent or received is 160 characters. If the Customer sends a
text message that has more than 160 characters, 2 SMS text credits will be
charged up to 306 characters. Any text messages sent over 306 characters; 3 SMS
text credits will be charged up to 459 characters. Any text messages sent over 459
characters; 4 SMS text credits will be charged up to 612 characters. The
Supplier has the right to automatically deduct a charge from the Customer’s
account dependant on the amount of characters used with the SMS text message.
The Supplier may amend the limits concerning the use of the Services at its
reasonable discretion.
3. The Customer shall
pay for the Services on a pre-paid basis, unless confirmed otherwise by the
Supplier in writing. Once the Customer makes payment in full for the Charges
the Supplier shall use reasonable endeavours to credit the Customer’s account
within 1 Business Day. Where the Supplier provides services in addition to the
Services the charges for such additional services shall be the Suppliers
standard charge for such services.
4. Online payments
made by the Customer using a debit card, credit card or PayPal must first be
approved by the Supplier. Initial first payment will be approved within 1
working day.
5. The Customer may
pay the Charges either:
(a) on the Site with a debit card,
credit card or Paypal; or
(b) by contacting the Supplier by
telephone and paying manually.
6. The Supplier has
the right to amend the options for payment set out in clause 8.4 at any time.
7. Time for payment
shall be of the essence of the Contract.
8. Any payment made by
the Customer is non-refundable unless otherwise agreed by the Supplier in
writing.
9. All amounts payable
by the Customer under the Contract are exclusive of amounts in respect of value
added tax chargeable for the time being (VAT). Where any taxable
supply for VAT purposes is made under the Contract by the Supplier to the
Customer, the Customer shall, on receipt of a valid VAT invoice from the
Supplier, pay to the Supplier such additional amounts in respect of VAT as are
chargeable on the supply of the Services at the same time as payment is due for
the supply of the Services.
10. Without limiting
any other right or remedy of the Supplier, if the Customer fails to make any
payment due to the Supplier under the Contract by the due date for
payment (Due Date), the Supplier shall have the right to charge
interest on the overdue amount at the rate of 8 per cent per annum above the
Bank of England’s base rate accruing on a daily basis from the Due Date until
the date of actual payment of the overdue amount, whether before or after
judgment, and compounding quarterly.
11. The Customer shall
pay all amounts due under the Contract in full without any deduction or
withholding except as required by law and the Customer shall not be entitled to
assert any credit, set-off or counterclaim against the Supplier in order to
justify withholding payment of any such amount in whole or in part. The
Supplier may, without limiting its other rights or remedies, set off any amount
owing to it by the Customer against any amount payable by the Supplier to the
Customer.
9. INTELLECTUAL
PROPERTY RIGHTS
1. All Intellectual
Property Rights in or arising out of or in connection with the provision of the
Services shall be owned by the Supplier.
2. The Customer
acknowledges that, in respect of any third party Intellectual Property Rights,
the Customer’s use of any such Intellectual Property Rights is conditional on
the Supplier obtaining a written licence from the relevant licensor on such
terms as will entitle the Supplier to license such rights to the Customer.
10. CONFIDENTIALITY
1. A party (Receiving
Party) shall keep in strict confidence all technical or commercial
know-how, specifications, inventions, processes or initiatives which are of a
confidential nature and have been disclosed to the Receiving Party by the other
party (Disclosing Party), its employees, agents or subcontractors,
and any other confidential information concerning the Disclosing Party’s
business or its products or its services which the Receiving Party may obtain.
The Receiving Party shall restrict disclosure of such confidential information
to such of its employees, agents or subcontractors as need to know it for the
purpose of discharging the Receiving Party’s obligations under the Contract,
and shall ensure that such employees, agents or subcontractors are subject to
obligations of confidentiality corresponding to those which bind the Receiving
Party. This clause 9 shall survive termination of the Contract.
11. LIMITATION OF
LIABILITY:
THE CUSTOMER’S
ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
1. Nothing in these
Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused
by its negligence, or the negligence of its employees, agents or
subcontractors; or
(b) fraud or fraudulent
misrepresentation.
2. Subject to clause
11.1:
(a) the Supplier shall under no
circumstances whatsoever be liable to the Customer, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, for any loss of
profit, or any indirect or consequential loss arising under or in connection
with the Contract; and
(b) the Supplier’s total liability to
the Customer in respect of all other losses arising under or in connection with
the Contract, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise, shall in no circumstances exceed the amount paid
by the Customer to the Supplier for the Services during the twelve months
preceding the date of claim.
3. Except as set out
in these Conditions, all warranties, conditions and other terms implied by
statute or common law are, to the fullest extent permitted by law, excluded
from the Contract.
4. The Customer agrees
that the Supplier has no responsibility for the deletion, corruption or failure
to store any of the Customer’s content maintained or transmitted when the
Customer uses the Services.
5. The Supplier
accepts no liability for the loss, late receipt or non-readability of any text
message sent using the Services.
6. If the Customer
uses the Services from a country outside the UK the Customer may be subject to
different laws and regulations that apply in that other country. The Supplier
is not liable for the Customer’s failure to comply with those laws or
regulations.
7. The Services
facilitate the sending and receiving of Digital Messages to the Customer’s
designated recipients. The Supplier does not send or cause to be sent any Digital
Messages which is the responsibility of the applicable mobile network operator,
telecommunications provider or technical provider. Whilst the Supplier shall
use all commercially reasonable efforts to transmit Digital Messages to the
applicable mobile network operator, telecommunications provider or technical
provider as quickly as possible, final delivery of all Digital Messages to
designated recipients is the responsibility of such operator or provider and
the Supplier accepts no liability if final delivery does not take place as a
result of an action, omission or any other failure of the relevant mobile
network operator, telecommunications provider or technical provider.
8. This clause 11
shall survive termination of the Contract.
12. DATA PROTECTION
1. The Customer
warrants and represents that:
(a) its processing of the Data from
time to time (including processing for direct marketing purposes, and the
transfer of the Data to the Supplier) will be carried out in accordance with
the Data Protection Legislation at all times;
(b) it is not aware of, and will
notify the Supplier immediately if it becomes aware of, any circumstances
likely to give rise to breach of any of the Data Protection Legislation;
(c) the Supplier will at all times be
entitled to use the Data for the purpose of providing the Services and such use
in accordance with this Contract will comply with the Data Protection
Legislation;
(d) all data subjects of Data
supplied or uploaded by the Customer have validly consented or opted-in to the
processing of their personal data for the purpose of the provision of the
Services in accordance with Data Protection Legislation and any guidance or
regulations outlined by the Information Commissioner’s Office; and
(e) it is registered as required with
all relevant data protection authorities to process all Data for the purpose of
the provision of the Services.
2. The Customer shall
keep the Supplier indemnified against all liabilities, costs, expenses, damages
and losses (including but not limited to any direct, indirect or consequential
losses, loss of profit, loss of reputation and all interest, penalties and
legal costs (calculated on a full indemnity basis) and all other professional
costs and expenses) suffered or incurred by the Supplier as a result of or in
connection with:
(a) any breach or alleged breach by
the Customer of any or all of the warranties set out in clause 12.1; or
(b) any breach or alleged breach by
the Customer of any part of the Data Protection Legislation.
3. This clause 12
shall survive termination of the Contract.
13. TERMINATION
1. Without limiting
its other rights or remedies, each party may terminate the Contract with
immediate effect by giving written notice to the other party if:
(a) the other party commits a material
breach of the Contract and (if such a breach is remediable) fails to remedy
that breach within 10 Business Days of that party being notified in writing of
the breach;
(b) the other party suspends, or
threatens to suspend, payment of its debts or is unable to pay its debts as
they fall due or admits inability to pay its debts or (being a company) is
deemed unable to pay its debts within the meaning of section 123 of the
Insolvency Act 1986 or (being an individual) is deemed either unable to pay its
debts or as having no reasonable prospect of so doing, in either case, within
the meaning of section 268 of the Insolvency Act 1986 or (being a partnership)
has any partner to whom any of the foregoing apply;
(c) the other party commences
negotiations with all or any class of its creditors with a view to rescheduling
any of its debts, or makes a proposal for or enters into any compromise or
arrangement with its creditors;
(d) a petition is filed, a notice is
given, a resolution is passed, or an order is made, for or in connection with
the winding up of that other party (being a company) other than for the sole
purpose of a scheme for a solvent amalgamation of that other party with one or
more other companies or the solvent reconstruction of that other party;
(e) the other party (being an
individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the
other party attaches or takes possession of, or a distress, execution,
sequestration or other such process is levied or enforced on or sued against,
the whole or any part of its assets and such attachment or process is not
discharged within 10 Business Days;
(g) an application is made to court,
or an order is made, for the appointment of an administrator or if a notice of
intention to appoint an administrator is given or if an administrator is
appointed over the other party (being a company);
(h) the holder of a qualifying
floating charge holder over the assets of that other party (being a company)
has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to
appoint a receiver over the assets of the other party or a receiver is
appointed over the assets of the other party;
(j) the other party suspends or
ceases, or threatens to suspend or cease, to carry on all or a substantial part
of its business;
(k) any event occurs or proceeding is
taken with respect to the other party in any jurisdiction to which it is
subject that has an effect equivalent or similar to any of the events mentioned
in clause 13.1(b) to 13.1(j) (inclusive).
2. Without limiting
its other rights or remedies, the Supplier may terminate the Contract with
immediate effect by giving written notice to the Customer if the Customer fails
to pay any amount due under this Contract on the due date for payment.
3. Without limiting
its other rights or remedies, the Supplier shall have the right to suspend
provision of the Services under the Contract or any other contract between the
Customer and the Supplier if the Customer becomes subject to any of the events
listed in clause 13.1(b)) to clause 13.1(k), or the Supplier reasonably
believes that the Customer is about to become subject to any of them, or if the
Customer fails to pay any amount due under this Contract on the due date for payment.
14. CONSEQUENCES OF
TERMINATION
On termination of the Contract for
any reason:
(a) the Customer shall immediately
pay to the Supplier all of the Supplier’s outstanding unpaid invoices and
interest and, in respect of Services supplied but for which no invoice has been
submitted, the Supplier shall submit an invoice, which shall be payable by the
Customer immediately on receipt;
(b) the accrued rights, remedies,
obligations and liabilities of the parties as at expiry or termination shall
not be affected, including the right to claim damages in respect of any breach
of the Contract which existed at or before the date of termination or expiry;
and
(c) clauses which expressly or by
implication have effect after termination shall continue in full force and
effect.
15. GENERAL
1. Force majeure:
(a) for the purposes of this
Contract, Force Majeure Event means an event beyond the reasonable control of
the Supplier including but not limited to strikes, lock-outs or other
industrial disputes (whether involving the workforce of the Supplier or any
other party), failure of a utility service or transport network, act of God,
war, riot, civil commotion, malicious damage, compliance with any law or
governmental order, rule, regulation or direction, accident, breakdown of plant
or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) the Supplier shall not be liable
to the Customer as a result of any delay or failure to perform its obligations
under this Contract as a result of a Force Majeure Event.
(c) if the Force Majeure Event
prevents the Supplier from providing any of the Services for more than four
weeks, the Supplier shall, without limiting its other rights or remedies, have
the right to terminate this Contract immediately by giving written notice to
the Customer.
2. Assignment and
subcontracting:
(a) the Supplier may at any time
assign, transfer, charge, subcontract or deal in any other manner with all or
any of its rights under the Contract and may subcontract or delegate in any
manner any or all of its obligations under the Contract to any third party or
agent.
(b) the Customer shall not, without
the prior written consent of the Supplier, assign, transfer, charge,
subcontract or deal in any other manner with all or any of its rights or
obligations under the Contract.
3. Notices
(a) any notice or other communication
required to be given to a party under or in connection with the Contract shall
be in writing and shall be delivered to the other party personally or sent by
prepaid first-class post, recorded delivery or by commercial courier, at its
registered office (if a company) or (in any other case) its principal place of
business, or sent by fax to the other party’s main fax number.
(b) any notice or other communication
shall be deemed to have been duly received if delivered personally, when left
at the address referred to above or, if sent by pre-paid first-class post or
recorded delivery, at 9.00 am on the second Business Day after posting, or if
delivered by commercial courier, on the date and at the time that the courier’s
delivery receipt is signed, or if sent by fax, on the next Business Day after
transmission.
(c) this clause 15.3 shall not apply
to the service of any proceedings or other documents in any legal action. For
the purposes of this clause, “writing” shall not include e-mails and
for the avoidance of doubt notice given under this Contract shall not be
validly served if sent by e-mail.
4. Waiver:
(a) a waiver of any right under the
Contract is only effective if it is in writing and shall not be deemed to be a
waiver of any subsequent breach or default. No failure or delay by a party in
exercising any right or remedy under the Contract or by law shall constitute a
waiver of that or any other right or remedy, nor preclude or restrict its
further exercise. No single or partial exercise of such right or remedy shall
preclude or restrict the further exercise of that or any other right or remedy.
(b) unless specifically provided
otherwise, rights arising under the Contract are cumulative and do not exclude
rights provided by law.
5. Severance:
If a court or any other competent
authority finds that any provision or part-provision of this agreement is or
becomes invalid, illegal or unenforceable, it shall be deemed modified to the
minimum extent necessary to make it valid, legal and enforceable. If such
modification is not possible, the relevant provision or part-provision shall be
deemed deleted. Any modification to or deletion of a provision or
part-provision under this clause shall not affect the validity and
enforceability of the rest of this agreement.
6. Nothing in the
Contract is intended to, or shall be deemed to, constitute a partnership or
joint venture of any kind between any of the parties, nor constitute any party
the agent of another party for any purpose. No party shall have authority to
act as agent for, or to bind, the other party in any way.
7. A person who is not
a party to the Contract shall not have any rights under or in connection with
it.
8. Except as set out
in these Conditions (in particular clause 3.5), any variation, including the introduction
of any additional terms and conditions, to the Contract, shall only be binding
when agreed in writing and signed by the Supplier.
9. The Contract, and
any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims), shall be
governed by, and construed in accordance with, English law, and the parties
irrevocably submit to the exclusive jurisdiction of the courts of England and
Wales.