1. About Us & These Terms

These Terms and Conditions (“Terms”) govern all sales of goods and services by Kicktek Ltd (company number 8351255), trading as “SimplyAVS”, a company registered in England and Wales (“we”, “us”, “our”). Our registered office is 1 The Galloway Centre, Express Way, Newbury, RG18 9HQ. VAT number: GB 153939091. You can contact us at [email protected].

By placing an order with us you confirm that you have read, understood, and agree to be bound by these Terms. Please retain a copy for your records.

We reserve the right to amend these Terms at any time. The Terms in force at the time you place your order will apply to that order.

2. Orders & Formation of Contract

2.1  All orders are offers to purchase. No contract is formed until we send you an explicit order confirmation by email.

2.2  We reserve the right to decline any order at our sole discretion, including where:

• A pricing or product description error exists on our website;
• Goods are out of stock or discontinued;
• We are unable to obtain payment authorisation;
• We suspect fraudulent or abusive activity;
• Supply restrictions are imposed by manufacturers or distributors.

2.3  If we cannot fulfil your order, we will notify you promptly and issue a full refund.

2.4  You are responsible for ensuring the accuracy of your order and the compatibility of parts with your existing equipment. We accept no liability for goods that are technically compatible but unsuitable for your specific application unless we have confirmed suitability in writing.

2.5  You warrant that you are at least 18 years old and legally capable of entering into binding contracts.

3. Prices & Payment

3.1  All prices are in pounds sterling (GBP) and are inclusive of VAT at the prevailing UK rate. Delivery charges are additional and shown at checkout.

3.2  We verify prices as part of our dispatch process. We will not dispatch goods until we have confirmed that the price charged is correct. If we discover a pricing error at any point before or after your order — including after a payment confirmation has been sent — we reserve the right to cancel the order. We will contact you promptly to inform you of the correct price and offer you the option to proceed at the correct price or receive a full refund. We are not obliged to supply goods at an incorrectly stated price, including where the error is obvious and could reasonably have been recognised by you as a mis-pricing.

3.3  Payment is required in full at the time of ordering. We accept the payment methods listed on our website.

3.4  Title to goods does not pass until payment has been received in full (see clause 11).

4. Delivery

4.1  Estimated delivery times are provided in good faith but are not guaranteed. Time is not of the essence for delivery unless agreed in writing.

4.2  Risk in the goods passes to you upon delivery.

4.3  If you are not available to accept delivery, the courier may leave a card or leave the parcel in a safe location or with a neighbour. We are not responsible for loss or damage following delivery made in accordance with your instructions or at a location chosen by the courier after a failed attempt.

4.4  Please inspect goods on delivery. If packaging or goods appear damaged, please refuse delivery or note the damage with the courier, and contact us within 48 hours. If you cannot inspect at the point of delivery, please sign as “unchecked”. Failure to do so may affect any subsequent claim.

4.5  If goods have not arrived within 10 working days of your expected delivery date, please contact us. We will not investigate non-delivery claims raised more than 28 days after the dispatch notification.

4.6  We deliver within the United Kingdom only. Extended delivery times and additional charges may apply to Northern Ireland, the Scottish Highlands, and certain islands.

5. Your Right to Cancel (14-Day Cooling-Off)

5.1  As a consumer, you have the right to cancel your order within 14 calendar days of receiving your goods under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, without giving any reason.

5.2  To cancel, email us at [email protected] with your order number and a clear statement of cancellation.

5.3  After notifying us you must return the goods within 14 days. You are responsible for the cost of return postage unless the goods are faulty or not as described. We strongly recommend a tracked and insured service.

5.4  Goods must be returned in their original, unused, and unmodified condition in original packaging wherever possible. We reserve the right to deduct an amount reflecting any reduction in value caused by handling beyond what is necessary to inspect the goods.

5.5  We will issue your refund within 14 days of receiving the returned goods or evidence of return (whichever is earlier), to your original payment method.

6. Projector Lamps & Consumables

6.1  Compatibility. It is your sole responsibility to verify that the lamp you are ordering is the correct model for your specific projector, including make, model, and revision number. We provide compatibility information in good faith based on manufacturer data, but we cannot guarantee compatibility with all projector configurations, firmware versions, or third-party modifications. We will not accept returns where an incorrect lamp was ordered due to inaccurate information provided by you.

6.2  Inspection before installation. You must inspect your lamp on delivery and report any visible physical damage to us within 48 hours of receipt and before installation. Once a lamp has been installed, it cannot be returned as an unwanted item under any circumstances, as installation constitutes use which materially diminishes the value of the goods.

6.3  Cancellation right. The 14-day statutory cancellation right under clause 5 does not apply to projector lamps that have been installed or show any signs of use (including heat discolouration, burn marks, or a broken lamp seal). An uninstalled lamp returned in original, undamaged packaging within 14 days of delivery may be accepted for return subject to inspection.

6.4  Warranty — Dead on Arrival. If a lamp fails to illuminate on first use, please contact us within 48 hours with your order number and a description of the fault. We will, at our option, replace the lamp or issue a refund. We may require photographic or video evidence of the fault before processing a claim.

6.5  Warranty — Early failure. If a lamp fails within 90 days of delivery, we will consider a warranty claim provided:

• The lamp was installed in a compatible, fully functioning projector;
• The projector’s ventilation system was clean and unobstructed;
• The lamp was used in accordance with the manufacturer’s instructions;
• The projector was not subjected to abnormal power fluctuations or conditions;
• The failure is not attributable to physical damage, misuse, or premature lamp hours exhaustion.

6.6  Lamp lifespan. Projector lamps have a rated lifespan (typically expressed in hours) that is an estimate under ideal conditions. Actual lamp life will vary and may be significantly shorter depending on usage patterns, projector condition, and environmental factors. Reduced lamp life does not in itself constitute a defect unless the lamp fails to reach a reasonable proportion of its rated hours under normal use conditions.

6.7  What is not covered. The following are not covered by any warranty or right of return:

• Lamps that have been installed and are claimed as unwanted;
• Failure due to physical damage, cracking, or impact;
• Failure caused by use in a projector with blocked or insufficient ventilation;
• Failure due to power surges, incorrect voltage, or unstable power supply;
• Normal reduction in brightness over time (lumen degradation);
• Failure after the rated lamp hours have been reached or exceeded;
• Lamps installed in projectors with pre-existing faults.

6.8  Your statutory rights. Nothing in this clause affects your rights under the Consumer Rights Act 2015 in respect of goods that are genuinely defective at the point of sale.

7. Returns Outside the 14-Day Window

7.1  If you return goods (other than projector lamps — see clause 6) outside the 14-day cancellation window but within 30 days of purchase, and the goods are unused and in original, resaleable condition, we may at our sole discretion accept a return subject to a restocking fee of the greater of 20% of the goods value or £20.

7.2  Returns outside 30 days of purchase will not be accepted except in respect of faulty goods covered by warranty or your statutory rights.

8. Faulty, Damaged, or Incorrect Goods

8.1  If goods arrive visibly damaged, please refuse delivery or note the damage with the courier, then contact us within 48 hours.

8.2  If goods develop a fault or are not as described, contact us at [email protected] with your order number, a description of the issue, and photographs where applicable.

8.3  Where we agree goods are faulty or not as described, we will at our option: repair the goods; replace the goods; or issue a full refund.

8.4  Returned goods reported as defective will be inspected and tested. If no fault is found, the goods will be returned to you and we reserve the right to charge you for return shipping costs.

8.5  The following are not covered:

• Accidental damage, misuse, neglect, or improper installation;
• Modification or tampering;
• Fair wear and tear;
• Use contrary to manufacturer instructions;
• Damage caused by incompatible equipment or incorrect electrical supply;
• Deterioration of consumable parts (batteries, fuses) where core functionality is unaffected.

8.6  If an advance replacement is required, a new paid order must be placed.

8.7  All refunds will be made to the original payment method used.

9. Your Statutory Rights

Your statutory rights under the Consumer Rights Act 2015 are not affected by anything in these Terms. A summary for reference:

For older orders where a fault is confirmed but the product was not faulty at time of purchase, a proportionate refund based on the age and use of the product may be applied.

10. Graded & Ex-Display Products

10.1  Products listed as Grade A, Grade B, or Ex-Display may have slight cosmetic defects, be factory refurbished, or previously returned. This will be clearly noted in the product description.

10.2  Warranty periods for graded products:

• Grade A & Ex-Display: 90 days from delivery
• Grade B: 30 days from delivery

10.3  Your statutory rights under the Consumer Rights Act 2015 still apply, though the quality standard expected will be commensurate with the graded status of the item.

11. Title & Risk

11.1  Risk in the goods passes to you on delivery.

11.2  Legal title in the goods remains with us until payment has been received in full, including any delivery charges.

12. Compatibility & Specifications

12.1  Product descriptions and specifications are provided in good faith based on manufacturer data. It is your responsibility to verify compatibility with your existing equipment before ordering.

12.2  Images are for illustrative purposes only. Actual products may differ in colour or minor specification.

12.3  Where we provide a compatibility reference tool, this is guidance only and does not constitute a warranty of compatibility.

13. Warranty

13.1  Goods are sold with the benefit of any manufacturer’s warranty included with the product. Warranty claims are ordinarily made directly with the manufacturer.

13.2  Warranty does not cover cosmetic damage, third-party repairs, modification, or use contrary to manufacturer instructions.

13.3  Nothing here affects your statutory rights.

14. Limitation of Liability

14.1  Nothing in these Terms limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any consumer statutory rights that cannot lawfully be excluded.

14.2  Subject to 14.1, our total liability shall not exceed the price you paid for the goods giving rise to the claim.

14.3  We are not liable for: loss of data; indirect or consequential losses; or losses not caused by any breach on our part.

15. Force Majeure

We will not be liable for any failure to perform our obligations caused by events outside our reasonable control, including strikes, civil unrest, fire, flood, pandemic, government action, or failure of telecommunications networks.

16. Privacy & Data Protection

We process personal data in accordance with our Privacy Policy. We will use your data to process your order and communicate with you about it. We will not sell or rent your personal data to third parties.

17. Complaints

If you have a complaint, please email [email protected] with your order number. We will acknowledge within 2 working days and aim to resolve within 14 working days. If unresolved, you may refer your dispute to an Alternative Dispute Resolution provider — details available on request.

18. General

18.1  Entire Agreement. These Terms, together with our Privacy Policy and order confirmation, constitute the entire agreement between us relating to your purchase.

18.2  Severability. If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary or severed, without affecting the remaining provisions.

18.3  Governing Law. These Terms are governed by the law of England and Wales. You may bring proceedings in the courts of England and Wales, or in the courts of your country of residence within the UK.

18.4  Variation. We may update these Terms from time to time by publishing updated Terms on our website. The Terms in force when you place your order will apply to that order.

1. About Us, Definitions & These Terms

1.1  These Terms and Conditions (“Terms”) govern all sales of goods between Kicktek Ltd (company number 8351255), trading as “SimplyAVS”, a company registered in England and Wales (“we”, “us”, “our”), and any business customer (“you”). Our registered office is 1 The Galloway Centre, Express Way, Newbury, RG18 9HQ. VAT number: GB 153939091. Contact: [email protected].

1.2  By placing an order you confirm you have read, understood, and agree to be bound by these Terms, which supersede any alternative terms you may have submitted.

1.3  You acknowledge that you have not relied on any representation not expressly set out in these Terms or the Contract. Any representations about products shall have no effect unless agreed in writing by an authorised representative of ours.

1.4  In these Terms:

• “Business Customer” means any person or entity purchasing wholly or mainly for business, commercial, or professional purposes.
• “Contract” means the agreement between you and us incorporating these Terms.
• “Goods” means the products listed on our website or otherwise offered for sale.
• “Working Day” means any day other than a Saturday, Sunday, or public holiday in England.
• “RMA” means a Returns Merchandise Authorisation number issued by us.

1.5  Samples, drawings, images, and advertising material are issued for illustrative purposes only and do not form part of the Contract.

2. Orders & Formation of Contract

2.1  Listing of a product on our website is an invitation to treat, not an offer to sell. We are under no obligation to accept any order.

2.2  No contract is formed until we send you a written order/payment confirmation (“Payment Confirmation”). Acknowledgement of receipt of an order is not acceptance.

2.3  If a Trade Account has been opened, you may submit orders by email, telephone, or post. You are responsible for the accuracy of all order details. Any errors must be reported within 1 working day of the order acknowledgement; we cannot accept liability for errors notified after this period.

2.4  We reserve the right to decline any order at our sole discretion, including where:

• A pricing or product description error exists;
• Goods are out of stock or discontinued;
• Payment authorisation is declined;
• We suspect fraudulent, abusive, or uncommercial activity;
• Supply restrictions apply from manufacturers or distributors.

2.5  You are solely responsible for verifying the compatibility of goods with your equipment and their suitability for your intended use. We accept no liability for goods that are technically compatible but unsuitable for your specific application unless we have confirmed suitability in writing.

2.6  We reserve the right to limit quantities sold to any individual, business, or entity at our absolute discretion.

3. Prices & Payment

3.1  Prices are as quoted on our website or in our order acknowledgement and are exclusive of VAT and delivery charges unless otherwise stated.

3.2  Time for payment is of the essence.

3.3  Payment is due at the time of order unless you hold a Credit Account (see clause 5). We will not dispatch goods until cleared funds are received.

3.4  We verify prices as part of our dispatch process. We will not dispatch goods until we have confirmed that the price charged is correct. If we discover a pricing error at any point before or after order placement — including after a Payment Confirmation has been sent — we reserve the right to cancel the affected part of the order. We will notify you within 14 days and either party may cancel the affected part of the order, or you may proceed at the correct price. We are not obliged to supply goods at an incorrectly stated price.

3.5  If you fail to pay any sum by the due date, we may charge interest at 8% per annum above the Bank of England base rate from the due date until payment (whether before or after judgment), compounding daily. We reserve the right to claim under the Late Payment of Commercial Debts (Interest) Act 1998, plus reasonable debt recovery costs.

3.6  Cash payments are not accepted.

4. Delivery

4.1  Delivery dates are estimates only. Time is not of the essence for delivery. We shall not be liable for any delay in delivery or any loss arising from delayed delivery.

4.2  Risk in the goods passes to you upon dispatch.

4.3  You must inspect goods on delivery. If goods appear damaged, please refuse delivery or sign as “unchecked” where contents cannot be verified at point of delivery. Report any damage or shortage to us within 48 hours of delivery. Failure to do so may affect any warranty or other claims.

4.4  The quantity of any consignment as recorded by us on dispatch shall be conclusive evidence of the quantity received unless you provide conclusive evidence to the contrary.

4.5  Non-delivery must be reported in writing within 2 working days of the date on which the goods would in the ordinary course of events have been received. Our liability for non-delivery is limited to replacing the goods within a reasonable time or issuing a credit note. Credit notes must be used within 2 years of issue.

4.6  If you fail to accept delivery, we may store the goods at your cost and after 21 working days resell or dispose of them, accounting to you for any surplus or charging you for any shortfall.

4.7  We deliver within the United Kingdom only.

5. Credit Accounts

5.1  You may apply in writing to open a credit trade account (“Credit Account”), which we may grant or refuse at our absolute discretion.

5.2  Where a Credit Account is in place, payment is due by the 30th day of the month following the invoice date, unless otherwise agreed in writing.

5.3  If you do not pay on time, we may without notice suspend your account, withdraw the Credit Account, and charge interest in accordance with clause 3.5.

5.4  These Terms apply in addition to any separate Credit Account terms and conditions. In the event of conflict, the Credit Account terms shall prevail.

6. Returns — Business Customers

6.1  Unauthorised returns will be refused and returned to you at your cost.

6.2  Where we agree to accept a return, the following conditions apply:

• An RMA number must be obtained from us in writing before returning goods;
• Goods must be returned within 14 days of RMA issue;
• Goods must be unused, in original packaging, and in fully resaleable condition;
• A restocking and handling fee of the greater of 25% of invoice value or £20 will apply;
• Outward and return shipping costs are non-refundable.

6.3  The following are strictly non-returnable:

• Bespoke, personalised, or custom-configured goods;
• Special-order or non-stock items;
• Opened sealed software, digital media, or products where the seal has been broken;
• Goods showing evidence of use, installation, modification, or damage;
• Projector lamps that have been installed or used (see clause 7).

6.4  Refunds will only be made to the account from which original payment was received.

7. Projector Lamps & Consumables

7.1  Non-returnable once installed. Projector lamps are strictly non-returnable once installed, regardless of the reason for return. Installation is evidenced by (but not limited to) heat discolouration, burn marks, removal of the protective seal, or any sign that the lamp has been powered on. No exceptions will be made.

7.2  Unwanted lamps. Uninstalled projector lamps in original, sealed, undamaged packaging may only be returned with our prior written agreement and a valid RMA number, within 7 days of delivery. A restocking fee of the greater of 25% of invoice value or £20 will apply. No returns of unwanted lamps will be accepted after 7 days from delivery.

7.3  Compatibility. It is your sole responsibility to verify compatibility before ordering. We will not accept returns or warranty claims where an incorrect lamp was ordered due to inaccurate information provided by you or your customer.

7.4  Inspection on delivery. You must inspect lamps on delivery and report any visible physical damage within 48 hours of receipt and before installation. Claims for transit damage will not be accepted after installation or after 48 hours from delivery.

7.5  Dead on Arrival. If a lamp fails to illuminate on first use, you must notify us within 48 hours of first use with your order number, a description of the fault, and photographic or video evidence where possible. We will, at our option, replace the lamp or issue a credit note.

7.6  Warranty period. Subject to the conditions in clause 7.7, we will consider warranty claims for projector lamps that fail within 90 days of delivery. After 90 days, no warranty claims will be accepted.

7.7  Warranty conditions. Any warranty claim is subject to the following conditions being met:

• The lamp was installed in a compatible, fully functioning projector;
• The projector’s ventilation and cooling system was clean and unobstructed;
• The lamp was operated in accordance with the manufacturer’s instructions;
• The failure is not attributable to physical damage, misuse, power fluctuations, or premature lamp hours exhaustion;
• The lamp hours at time of failure are within a reasonable proportion of the rated lifespan;
• You provide us with the failed lamp for inspection if requested.

7.8  What is not covered. The following are not covered under any warranty or right of return:

• Lamps returned as unwanted after installation;
• Physical damage, cracking, or impact;
• Failure due to blocked or inadequate ventilation;
• Failure due to power surges, incorrect voltage, or unstable power supply;
• Normal lumen degradation over time;
• Failure after the rated lamp hours have been reached or exceeded;
• Lamps installed in projectors with pre-existing electrical or mechanical faults.

7.9  Advance replacement. We do not provide advance replacement lamps. A new paid order must be placed if a replacement is required before a warranty claim is resolved.

7.10  Our entire liability in respect of a defective projector lamp is limited to replacement of the lamp or issuance of a credit note to the value of the original purchase price. We shall have no liability for any consequential losses including loss of use of a projector, loss of business, event cancellation, or any other indirect loss.

8. Faulty & Defective Goods

8.1  If goods arrive visibly damaged, refuse delivery or sign as “unchecked” and contact us within 48 hours.

8.2  Subject to clause 8.4, we warrant that on delivery and for a period of 28 days from delivery, the goods shall conform in all material respects with their description and be reasonably fit for purpose. After 28 days, goods are subject to the manufacturer’s warranty only.

8.3  To make a warranty claim you must: notify us in writing within 48 hours of discovering the defect; provide us a reasonable opportunity to examine the goods; and make goods available for collection or return as directed. Returned goods reported as defective will be inspected and tested. If no fault is found, goods will be returned to you and we reserve the right to charge you return shipping costs.

8.4  We shall not be liable for goods failing to comply with the warranty where:

• You make further use of the goods after notifying a defect;
• The defect arises from failure to follow our or the manufacturer’s instructions;
• You or a third party alter, modify, or repair the goods without our written consent;
• The defect arises from fair wear and tear, wilful damage, negligence, or abnormal conditions;
• The defect arises from a specification supplied by you;
• Damage was caused by incompatible equipment, incorrect electrical supply, or improper installation.

8.5  If an advance replacement is required, a new paid order must be placed.

8.6  Any returned goods must be adequately packaged, insured, and sent via a reputable tracked carrier at your risk.

9. Graded & Ex-Display Products

9.1  Products listed as Grade A, Grade B, or Ex-Display may have cosmetic defects, be factory refurbished, or previously returned. This will be noted in the product description.

9.2  Warranty periods for graded products:

• Grade A & Ex-Display: 90 days from delivery
• Grade B: 30 days from delivery

9.3  No manufacturer’s warranty is available for graded products beyond the periods above.

10. Title & Risk

10.1  Risk in the goods passes to you on dispatch.

10.2  Legal and beneficial title remains with us until payment in full (in cleared funds) has been received for all goods supplied to you, including any other outstanding sums owed to us.

10.3  Until title passes, you must:

• Hold the goods separately and identifiably as our property;
• Not remove, deface, or obscure any identifying mark or packaging;
• Not pledge, charge, or otherwise encumber the goods;
• Insure the goods for their full replacement value from the date risk passes;
• Notify us immediately if you become subject to any insolvency event.

10.4  If you become subject to an insolvency event (see clause 11), we may require delivery up of the goods and, if you fail to comply promptly, we may enter any premises where the goods are stored to recover them.

10.5  You may resell goods in the ordinary course of your business prior to title passing, but you shall account to us for the proceeds of sale.

11. Insolvency & Incapacity

11.1  If any of the following events occur (or we reasonably believe they are about to occur), we may immediately cancel or suspend all further deliveries and all outstanding sums shall become immediately due:

• Material breach of this Contract by you;
• You are unable to pay your debts as they fall due, or are deemed insolvent under the Insolvency Act 1986;
• You enter into negotiations with creditors to reschedule debts;
• A bankruptcy petition or order is made against you;
• A receiver, administrator, or liquidator is appointed over any of your assets;
• A winding-up petition or order is made in respect of you;
• A floating charge holder appoints an administrative receiver;
• You cease or threaten to cease to carry on business;
• Any equivalent event in any jurisdiction;
• (If an individual) you die or become incapable of managing your own affairs.

12. Limitation of Liability

12.1  Nothing in these Terms excludes or limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any liability that cannot lawfully be excluded.

12.2  Subject to 12.1, our aggregate liability in respect of all causes of action arising under or in connection with any Contract shall not exceed the total value of the goods delivered to you under that Contract.

12.3  We shall not be liable (whether in contract, tort, or otherwise) for any:

• Loss of income, revenue, profit, or anticipated savings;
• Loss of business or contracts;
• Loss of data or corruption of data;
• Business interruption;
• Any indirect, special, or consequential loss;
• Loss arising from installation by an unqualified person;
• Loss arising from incompatibility of goods where you did not provide full and accurate specifications prior to ordering.

12.4  All implied terms as to satisfactory quality, fitness for purpose, and correspondence with description are excluded to the fullest extent permitted by law.

12.5  We do not warrant that goods sold as compatible with third-party equipment will be compatible with all firmware versions, configurations, or modifications made by the manufacturer or by you.

13. Force Majeure

We will not be liable for any failure or delay in performance caused by events outside our reasonable control, including strikes, civil unrest, fire, flood, earthquake, pandemic, government action, or failure of telecommunications or transport networks. Our obligations shall be suspended for the duration of the event.

14. Intellectual Property

All intellectual property rights in the content of our website are owned by or licensed to us. You may not reproduce or exploit any such content without our prior written consent.

15. Privacy & Data Protection

We process personal data in accordance with our Privacy Policy. We will use your data to process orders and communicate with you. We will not sell or rent your data to third parties except as necessary to fulfil your order.

16. Notices

All notices from you to us must be sent by email to [email protected] or by post to Kicktek Ltd, 1 The Galloway Centre, Express Way, Newbury, RG18 9HQ. Notices are deemed received 24 hours after email dispatch, or 3 working days after posting.

17. General

17.1  Entire Agreement. These Terms constitute the entire agreement between us and supersede all prior representations, warranties, or agreements.

17.2  Severability. If any provision is found invalid or unenforceable, it shall be modified to the minimum necessary extent or severed, without affecting remaining provisions.

17.3  Waiver. Failure to enforce any provision does not constitute a waiver of our right to enforce it subsequently.

17.4  Third Party Rights. No third party has any right to enforce any term of this Contract under the Contracts (Rights of Third Parties) Act 1999.

17.5  Assignment. We may assign our rights and obligations. You may not assign without our prior written consent.

17.6  Variation. We may update these Terms for future sales by publishing updated Terms on our website.

17.7  Governing Law. These Terms are governed by the law of England and Wales. All disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.