Acceptable Use Policy

Analyst2Hire® Terms of Service

Analyst2hire.com is a marketplace platform that connects Employers to Expert Consultant. The following Terms of Service govern your access to and use of the Analyst2Hire website, including any content, functionality and services offered on or through www.Analyst2hire.com (together the "Site") whether you are an Expert Consultant (as defined below) or a Hirer (as defined below). We are Analyst2hire Limited, a company incorporated in England and Wales under company registration number 09772624, whose registered office is at Kemp House, 152 City Road, London, EC1V 2NX. ("We", "Us", "Our"). Please read these Terms of Service carefully before you start using the Site. When you access the Site, use the Site, register for an account or click to accept or agree to the Terms and Policies when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service. The contract which governs your access to and use of the Site is between you and us and is made subject to these Terms of Service. If you do not want to agree to these Terms of Service, you must not access or use the Site. This Site is offered and available to users who are 16 years of age or older. If you are under 16 you may not use this Site or our services. By using this Site, you represent and warrant that you are of legal age to form a binding contract with us and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site. If you have any questions regarding the Site or these Terms of Service, please contact our Customer Support team. They will respond to all queries within 48 hours. Contacting our Customer Support team can be performed by submitting a request here.

Our Key Terms

Projects are services or work offered by Hirers and carried out by Expert Consultant via the Site.Project Fees: the total fees the Hirer has agreed to pay the Expert Consultant to deliver the Project.Expert Consultant are users who search for, identify and/or deliver Projects for Hirers via the Site.Hirers are users who advertise Projects and search for, identify and/or engage Expert Consultant to deliver Projects via the Site.Hirer's Control Panel (CP) is where Hirers can post and describe a post, manage a Project, select an Expert Consultant, set Project milestones, approve a Project, close a Project and give a final review of the BA’s deliverable(s).Expert Consultant’ Control Panel (CP) is where consultants’ can bid for a Project, accept a Project, propose a Project milestone, feedback on the Project status, submit a Project for approval and give a review of the Hirer.Bidding is initiated when a Project gets approved and becomes open for Expert Consultant to place their offers. Bidding could be private (bids are not visible to anyone) or public (bids are visible to all who have placed a bid).Message Board is where Hirers and Expert Consultant communicate with each other in connection with a Project.Disputes are disagreements experienced between a Hirer and an Expert Consultant after a Project has been kicked-off

Overview

  • Most Projects on the Site are open to bidding from qualified Expert Consultant, who will set their price range and terms of engagement during the bid process.
  • Only registered users may post and bid for a Project on the Site. Registration is free
  • Posting a Project is free.
  • Hirers will pay us a 5% success fee (being 5% of the Project Fees) when a suitable bid has been selected by the Hirer from an Expert Consultant to deliver a Project. Our 5% success fee is payable in addition to the Project Fees the Hirer has agreed to pay the Expert Consultant.
  • Expert Consultant will pay us a 5% acceptance fee (being 5% of the Project Fees), when their bid has been selected by a Hirer.
  • The success fee and acceptance fee are non-refundable.
  • An Expert Consultant has 14 days to accept or decline an offer from a Hirer to deliver a Project. The Hirer must not offer the Project to anyone else during this 14 day period.
  • An Expert Consultant must not start work on the Project until he/she receives a notification from us that all fees have been received by us from the Hirer. We will hold the Project Fees in escrow pending completion of the Project. If the Expert Consultant starts work on the Project before he/she receives the notification from us, he/she does so at his/her own risk and may not be paid for the Project.
  • An Expert Consultant must start work on the Project within 14 days of receiving notification that we have received the fees from the Hirer, otherwise the Hirer has a right to terminate the offer made to the Expert Consultant with immediate effect.
  • A Project can only be closed after the Expert Consultant and Hirer have provided a final review of each other’s conduct during the Project delivery.
  • Hirer's may not cancel live Projects unless there is a serious issue with the Expert Consultant or his/her work. Cancelling Projects can affect the Hirer's reputation and status within the Analyst2Hire community.
  • Hirers and Expert Consultant may not offer or accept payments to or from each other in relation to Projects using any method other than through the Site.
  • All IP belongs to the hirer.
  • We post all Projects to Facebook, Twitter and other Social Networking Sites (SNS).
  • We care about your privacy. You can read our Privacy Policy here. The Privacy Policy is a part of these Terms of Service.

Expert Consultant

  • Most Projects on the Site are open to bidding from qualified Expert Consultant, who will set their price range and terms of engagement during the bid process. 
  • Only registered users may post and bid for a Project on the Site. Registration is free.
  • Posting a Project is free.
  • Hirers will pay us a 5% success fee (being 5% of the Project Fees) when a suitable bid has been selected by the Hirer from an Expert Consultant to deliver a Project. Our 5% success fee is payable in addition to the Project Fees the Hirer has agreed to pay the Expert Consultant.
  • Expert Consultant will pay us a 5% acceptance fee (being 5% of the Project Fees), when their bid has been selected by a Hirer.
  • The success fee and acceptance fee are non-refundable.
  • An Expert Consultant has 14 days to accept or decline an offer from a Hirer to deliver a Project. The Hirer must not offer the Project to anyone else during this 14 day period.
  • An Expert Consultant must not start work on the Project until he/she receives a notification from us that all fees have been received by us from the Hirer. We will hold the Project Fees in escrow pending completion of the Project. If the Expert Consultant starts work on the Project before he/she receives the notification from us, he/she does so at his/her own risk and may not be paid for the Project.
  • An Expert Consultant must start work on the Project within 14 days of receiving notification that we have received the fees from the Hirer, otherwise the Hirer has a right to terminate the offer made to the Expert Consultant with immediate effect.
  • A Project can only be closed after the Expert Consultant and Hirer have provided a final review of each other’s conduct during the Project delivery.
  • Hirer's may not cancel live Projects unless there is a serious issue with the Expert Consultant or his/her work. Cancelling Projects can affect the Hirer's reputation and status within the Analyst2Hire community.
  • Hirers and Expert Consultant may not offer or accept payments to or from each other in relation to Projects using any method other than through the Site.
  • All IP belongs to the hirer.
  • We post all Projects to Facebook, Twitter and other Social Networking Sites (SNS).
  • We care about your privacy. You can read our Privacy Policy here. The Privacy Policy is a part of these Terms of Service.   

Withdrawing Revenues

  • To withdraw your revenue, select the “Money transfer Accounts” from the drop-down list and then provide either your PayPal email address or the Bank Account details you want to transfer your funds to. 
  • Your PayPal account or Bank Account information must belong to you and it must be associated to your Analyst2Hire Profile. We will not make payments to 3rd parties.
  • Revenues are paid directly to your wallet and will only be transferred to either the PayPal or Bank Account you have provided when you make a “Withdrawal Request”.
  • To withdraw your available revenue, select “Withdraw Fund Request” option from the drop-down list. Enter the amount you wish to withdraw and click on the “Withdraw and Confirm” button. Funds will be transferred to your designated primary account.
  • Withdrawals can only be made from the amount available in your wallet.
  • Withdrawal fees vary depending on the withdrawal provider / method and the fees will be deducted from the final amount paid to you.
  • Withdrawals are final and cannot be undone. We will not be able to refund or change this process once it has begun.
  • You will be responsible for paying the fees charged by the Payment Gateway Provider (e.g. PayPal) when making a deposit or withdrawing funds. These fees are not charged by us.   

Hirers

  • You can either hire an Expert Consultant directly using the “Hire Me” button on your preferred Expert Consultant’s profile page or you can post a Project for Expert Consultant to bid against.
  • When posting a Project for Expert Consultant to bid against, you can opt to have a closed bid, make your Project a “featured project” or an “Urgent project” 
  • Posting/ Listing a Project is free, however if you make your Project a “featured project” or an “urgent project” you must pay us a $20 fee. There is a $20 fee if you opt to “hide your bids".
  • When a bidding process has been completed and you have selected your preferred Expert Consultant for the Project, you must pay us the full Project Fees and the 5% success fee together with all applicable VAT and other similar taxes.
  • You will also incur processing fees which are added at the time of payment. The processing fees are charged by our payment gateway providers not by us.
  • If you have funds in your Analyst2Hire wallet, it will be automatically applied to your next payment due to us, but only in the event that your balance covers the entire amount. If there is a shortfall, you must pay us the balance by one of our other accepted payment methods.
  • You may not offer to pay, or make payment to an Expert Consultant using any method other than through the Site. In case you have been asked to use an alternative payment method, please report it immediately to Customer Support here.
  • We do not guarantee that the information provided by Expert Consultant on the Site about their skills and experience is accurate or complete.
  • We do not guarantee that the Project Fees charged by Expert Consultant are fair or in line with market rates. You must make your own decision based on your knowledge of the Project and the work involved.
  • We do not guarantee you will find an Expert Consultant for your Project. It is up to you to advertise your Project to find an Expert Consultant you want to work with.   

Withdrawing Deposits

  • To withdraw from the balance in your wallet select the “Money transfer Accounts” from the drop-down list and then provide either your PayPal email address or the Bank Account details you want to transfer your funds to.
  • Your PayPal account or Bank Account information must belong to you and it must be associated to your Analyst2Hire Profile. We will not make payments to 3rd parties.
  • Available deposits (or specified amount) in your wallet will be transferred to either the PayPal or Bank Account you have provided when you make a “Withdrawal Request”.
  • To withdraw your available (or specific) amount, select “Withdraw Fund Request” option from the drop-down list. Enter the amount you wish to withdraw and click on the “Withdraw and Confirm” button. Funds will be transferred to your designated primary account with 72 hours. The time of receipt in your Account may be delayed due to your local bank’s policy. However, PayPal deposits should immediate.
  • Withdrawals can only be made from the amount available in your wallet.
  • Withdrawal fees vary depending on the withdrawal provider / method and the fees will be deducted from the final amount paid to you.
  • Withdrawals are final and cannot be undone. We will not be able to refund or change this process once it has begun.
  • You will be responsible for paying the fees charged by the Payment Gateway Provider (e.g. PayPal) when making a deposit or withdrawing funds. These fees are not charged by us.   

Project Listing and Deliverables

  • It is free to list/post Projects, except urgent projects, featured projects and projects with hidden bids.
  • Once a Project is listed, interested Expert Consultant will bid for the Project. Once a bid has been confirmed and selected, you must pay us the full Project Fees and the 5% success fee together with all applicable VAT and other similar taxes.
  • The selected Expert Consultant will be expected to accept or decline the offer within 14 days. If the selected Expert Consultant has not responded within 14 days, you have the right to withdraw and select another Expert Consultant. You will not be required to pay us another success fee.
  • Before an Expert Consultant can start work on the Project, you must pay us the full Project Fees and our success fee.
  • You may choose to create milestones and assign payment to each of the milestones and then release payments to the Expert Consultant upon successful completion of each milestone.
  • The Expert Consultant will submit every piece of work using the Site portal and then you can review and approve the deliverables.
  • Upon receipt of the final Project deliverable, the Hirer has 14 days to review and close the Project, after which the final payment will be released to the Expert Consultant.
  • Once the 14 days cooling off period is over, the Hirer will need to give a feedback and rating for the job done by the Expert Consultant. We encourage our Hirers and Expert Consultant to try and settle conflicts amongst themselves, and where this is not possible, the dispute button will be used to invoke a resolution process.   

Reviews

  • Feedback reviews provided by Hirers when closing a Project is an essential part of Analyst2Hire's rating system. Reviews demonstrate the Hirer's overall experience with the Expert Consultant and the quality of their deliverables. Hirers are encouraged to communicate to the Expert Consultant any concerns experienced during their project delivery stage in regards to the quality of service provided by the Expert Consultant.
  • Leaving a feedback is a basic prerogative of the Hirer. Feedback reviews will not be removed unless there are clear violations to our Terms of Service.
  • To prevent any misuse of our Feedback System, all feedback reviews must come from legitimate Projects executed exclusively through our Site from users within our Community. Projects arranged, determined to artificially enhance an Expert Consultant's ratings, or to abuse our Site with purchases from additional accounts, will result in a permanent suspension of all related accounts.
  • Feedback comments given by Hirer's are publicly displayed on the Expert Consultant’s Public Profile Page. Hirer's have the option not to include a comment, but still rate the service. Cancellation of a Project does not remove feedback unless mutually agreed.
  • Withholding the delivery of Project artefacts, files, or information required to complete the Project deliverables with the intent to gain favourable reviews or additional services is prohibited.
  • Users are allowed to leave reviews on delivered Projects up to 30 days after the Project has been closed.   

Disputes and Cancellations

  • We encourage our Expert Consultant and Hirers to try and settle conflicts amongst themselves. If for any reason this fails, users can contact Analyst2Hire's Customer Support department for assistance here.
  • Filing a transaction dispute or reversing a payment through your payment provider or your bank is a violation to these Terms of Service. Doing so may get your account temporarily disabled to investigate possible security violations. Note: once you have filed a dispute with your payment provider, the funds will be ineligible for a refund due to our obligations towards the payment provider.
  • In the event of a dispute, you are encouraged to use the Site's dispute resolution tools to attempt to resolve the matter by working it out with the other party or if not possible contact customer support for a resolution.
  • Hirers and Expert Consultant cannot cancel live Projects without our prior written approval. Eligibility to cancel a Project will be assessed by our Customer Support team based on a number of factors, including violations to our Terms of Service, general misconduct, and improper usage of the Analyst2Hire delivery system. We will always deal with your request in a reasonable manner.
  • Projects are not eligible to be cancelled based on the quality of service/materials delivered by the Expert Consultant if the service was rendered as described on the Site. Hirers may rate their experience with the Expert Consultant on the order page, including the overall level of service quality received.
  • We reserve the right to cancel Projects or place funds on hold for any suspected fraudulent transactions made on the Site.   

Refunds

  • We do not refund any sums due to you back to your payment provider automatically. All refunds due to you are refunded to your wallet as credit and are available for future use via the Site. Funds credited to your wallet will not include processing fees paid.
  • Refunds due to you can be performed by our Customer Support team. To prevent fraud and abuse, we limit the total amount of times users can request a refund from their account which is subject to review by our Customer Support team. Such refunds may be subject to an additional fee.   

User Conduct

The Site enables people around the world to create, share, sell and purchase nearly any service they need at an unbeatable value. Services offered on the Site reflect the diversity of an expanding Gig economy. Members of the Analyst2Hire community communicate and engage through orders, social media, and on the Site's Community Forums.   We maintain a friendly, community spirited, and professional environment on the Site. Users should keep to that spirit while participating in any activity on the Site. This section relates to the expected conduct users should adhere to while interacting with each other on the Site.  

Basics

  • To protect our users' privacy, user identities are kept anonymous. Requesting or providing Email addresses, Skype/IM usernames, telephone numbers or any other personal contact details to communicate outside of the Site in order to circumvent or abuse the Site or the Site's messaging system is not permitted.
  • Any necessary exchange of personal information required to continue a service may be exchanged within the order page.
  • We do not provide any guarantee of the level of service offered to Hirers by Expert Consultant. If you there is a problem with an Expert Consultant 's conduct or work, you may use the dispute resolution tools provided to you in the order page.
  • We do not provide protection for users who interact outside of the Site or that are actively violating our Terms of Service.
  • All information and file exchanges must be performed exclusively on the Site.
  • Rude, abusive, improper or offensive language, or violent messages sent to users or posted on our Site will be a breach of these Terms of Services, will not be tolerated and may result in an account warning or the suspension/removal of your account.   

Reporting Violations

If you come across any content that may violate our Terms of Service, you should report it to us through the appropriate channels created to handle those issues as outlined in our Terms of Service. All cases are reviewed by our Trust & Safety team. To protect individual privacy, the results of the investigation are not shared. You can review our Privacy Policy for more information.

Violations

Users may receive a warning to their account for violations of our Terms of Service or any user misconduct reported to our Trust and Safety team. A warning will be sent to the user's email address and will be displayed for such user on the Site. Warnings do not limit account activity, but can lead to your account becoming permanently disabled based on the severity of the violation.

Non-Permitted Usage

Adult Services & Pornography

We do not allow any exchange of adult oriented or pornographic materials and services via the Site.

Inappropriate Behaviour & Language

Communication on the Site should be friendly, constructive, and professional. We condemn bullying, harassment, offensive and hate speech towards others. We allow users a medium for which messages are exchanged between individuals, a system to rate orders, and to engage on larger platforms such as our Community Forum and Social Media pages.

Phishing and Spam

We take the matter of our members’ security seriously. Any attempts to publish or send malicious content with the intent to compromise another member’s account or computer environment is strictly prohibited. Please respect our member’s privacy by not contacting them for commercial purposes without their consent.

Privacy & Identity

You may not publish or post other people's private and confidential information. Any exchange of personal information required for the completion of a service must be provided in the order page. Expert Consultant and Hirers further confirm that whatever information they receive from each other, which is not in the public domain, shall not be used for any purpose whatsoever other than for the performance of the Project. Any users who engage and communicate off of the Site will be in breach of our Terms of Service.

Data Transmission

Users must not use the Site to transmit any data, content or materials which infringes the intellectual property rights or other proprietary rights or privacy rights of any other person, which the user does not have the right to lawfully transmit, which breaches a duty of confidentiality owed to any other person or which contains viruses or any harmful programs or other computer code designed to adversely affect the functionality of any computer software, hardware or telecommunications equipment. We will respond to clear and complete notices of alleged copyright or trademark infringement.

Fraud / Unlawful Use

You may not use the Site for any unlawful purposes or to conduct illegal activities. You must be honest in all your posts and submissions to and via the Site.

Usernames and Passwords

you must keep your username and password strictly confidential. If any other person discovers your username or password, you must tell us immediately so we can disable your account.

Unauthorised Access

you must not assist or facilitate any person to gain unauthorised access to our Site.

Non-compete

Hirers and Expert Consultant acknowledge the value they receive from using the Site and that all engagements between Expert Consultant and Hirers should be via the Site. Therefore, if Hirers and Expert Consultant work together outside the Site at any time during a Project or 12 months afterwards, the Hirer and Expert Consultant shall each pay us a fee of [£5,000 (five thousand pounds)].

Abuse and Spam Multiple Accounts

To prevent fraud and abuse, users are limited to one active account. Any additional account determined to be created to circumvent guidelines, promote competitive advantages, or mislead the Analyst2Hire community will be disabled. Mass account creation may result in disabling of all related accounts. Note: any violations to Analyst2Hire’s Terms of Service is cause for permanent suspension or disablement of all accounts.

Targeted Abuse

We do not tolerate users who engage in targeted abuse or harassment towards other users on the Site. This includes creating new multiple accounts to harass members through our message or ordering system.

Selling Accounts

You may not buy or sell Analyst2Hire accounts.

General Terms

  • We reserve the right to put any account on hold or permanently disable accounts due to breach of these terms of service or due to any illegal or inappropriate use of the Site or services.
  • Violation of our Terms of Service may get your account disabled permanently.
  • Users with disabled accounts will not be able to sell or buy on or use the Site.
  • Users who have violated our Terms of Service and had their account disabled may contact our Customer Support team for more information surrounding the violation and status of the account.
  • Users have the option to enable account Security features to protect their account from any unauthorized usage.
  • Users must be able to verify their account ownership through Customer Support by providing materials that prove ownership of that account.
  • Expert Consultant will be able to withdraw their revenues from disabled accounts after a safety period of 45 days, from the day of the last cleared payment received in their account and subject to our approval.
  • Disputes should be handled using the dispute resolution tools on the Site ('Resolution Centre' on the order page) or by contacting our Customer Support team.
  • We may make changes to these Terms of Service from time to time. When these changes are made, we will make a new copy of the terms of service available on this page.
  • You understand and agree that if you use the Site after the date on which the Terms of Service have changed, you will be deemed to have accepted the updated Terms of Service.   

Ownership of the Platform

Subject to the below section on User Generated Content, we own all intellectual property rights in the Site and the materials published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

User Generated Content

User Generated Content ("UGC") refers to the content added by users as opposed to content created by the Site. All content uploaded to the Site by our users (Hirers and Expert Consultant) is User Generated Content. We do not check user uploaded/created content for appropriateness, violations of copyright, trademarks, other rights or violations so cannot accept responsibility or liability for it. We invite everyone to report violations together with proof of ownership as appropriate. Reported violating content may be removed or disabled. Users must ensure all UGC is accurate, complete and complies with applicable laws. Furthermore, we are not responsible for the content, quality or the level of service provided to Hirers by Expert Consultant. We shall not be liable to Hirers or Expert Consultant, whether in contract, tort (including negligence) breach of statutory duty or otherwise for the Projects, their delivery, the deliverables, the Hirer's or Expert Consultant's conduct or any communications between Hirers and Expert Consultant. We encourage users to take advantage of our rating system, our community and common sense in choosing appropriate consulting service offers. By offering a service, you undertake that you have sufficient permissions, rights and/or licenses to provide, sell or resell the service offered on the Site. If you advertise your Project or services online, you must comply with laws and terms of service of the advertising platform or relevant website used to advertise. Failing to do so may result in removal of the advertisement and may lead to the suspension of your account. Note that it is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Ownership

Ownership of work delivered: The Hirer is granted all intellectual property rights, including but not limited to, copyrights for the work delivered by the Expert Consultant as part of a Project. The Expert Consultant hereby assigns to the Hirer (via Analyst2hire Limited) absolutely with full title guarantee all its right, title and interest in and to the intellectual property rights in all work delivered by the Expert Consultant to the Hirer as part of a Project. Further, the Expert Consultant waives on an absolute, unconditional and irrevocable basis any and all moral rights in all work delivered by the Expert Consultant to the Hirer as part of a Project arising under the Copyright, Designs and Patents Act 1988 and, to the extent possible under applicable law, all broadly equivalent rights the Expert Consultant may have anywhere in the world. Hirers and Expert Consultant further confirm that whatever information they receive from each other, which is not public domain, shall be kept confidential and shall not be shared or used for any purpose whatsoever other than for the delivery of the Project. Furthermore, users (both Hirers and Expert Consultant) agree that unless they explicitly indicate otherwise, the content they voluntarily create/upload to the Site, including Gig texts, photos, videos, usernames, user photos, user videos and any other information, including the display of delivered work, may be used by us for no consideration for marketing and/or other purposes (whether on the Site or via other platforms or mediums). You grant us a non-exclusive, royalty-free, perpetual, irrevocable licence to use, store, copy and distribute your user generated content on the Site, to deliver our services and for our marketing purposes.

Disclaimer of Warranties

Your use of the site, its content and any services or items obtained through the site is at your own risk. The site, its content and any services or items obtained through the website are provided on an "As is" and "As available" basis, without any warranties of any kind, either express or implied. Neither we nor any person associated with us makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the site. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law. We do not guarantee that the site will be free from bugs or viruses. You should use your own virus protection software to protect your hardware, software, information and data. We may suspend or withdraw or restrict the availability of all or any part of our site at any time for business or operational reasons.

Limitation on Liability

In no event will we, our affiliates or their licensors, service providers, employees, agents, officers or directors be liable to you for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the site, any websites linked to it, any content on the site or such other websites or any services or items obtained through the site or such other websites, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. You are solely responsible for securing and backing up any work, deliverables, information, content or data you submit to our site. We will not be responsible for the loss, damage or destruction of your work, deliverables, information, content or data. The foregoing does not affect our liability for death or personal injury caused by our negligence, fraud, or any other liability which cannot be excluded or limited under applicable law. The forgoing will also not affect our liability for non-payment of any fees we owe you.

General

We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under these Terms of Service and may subcontract or delegate in any manner any or all of our obligations under these Terms of Service to any third party. You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under these Terms of Service. These Terms of Service constitute the entire agreement between the parties and supersede and extinguish all previous agreements between them, whether written or oral, relating to their subject matter. No third party shall have any rights under these Terms of Service. These Terms of Service, and any dispute or claim arising out of or in connection with them shall be governed by, and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.