CHASE LABS TERMS OF SERVICE

Effective Date: 17th March 2025
Last Updated: 2nd July 2025

1               ABOUT US

1.1           Company details. Chase Labs Ltd (company number 15205904) (we and us) is a company registered in England and Wales and our registered office is at 3 Assembly Square, Britannia Quay, Cardiff, Wales, CF10 4PL. We operate the website https://www.meetchase.ai/

1.2           Contacting us. To contact us, email our customer service team team@meetchase.ai. How to give us formal notice of any matter under the Contract is set out in clause 19.2.

2               OUR CONTRACT WITH YOU

2.1           Our contract. These terms and conditions (Terms) apply to the plan you have selected  and the supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2           Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

3               STARTING YOUR PLAN AND ITS ACCEPTANCE

3.1           Starting your plan. Please follow the onscreen prompts to start your plan. You may only start your plan using the method set out on our website. Starting your plan is an offer by you to subscribe to the services specified under your plan (Services) subject to these Terms.

3.2           Accepting your plan. Our acceptance of your offer to start a plan takes place when we send an email to you to accept it (Plan Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Plan Confirmation.

3.3           If we cannot accept your plan. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your plan. If you have already paid for the Services, we will refund you the full amount.

4               OUR SERVICES

4.1           Our Services may include:

4.1.1       Prospect List building. We conduct research to identify leads that align with your ideal client profile (Prospect), providing up to 1,000 leads per month (Prospect List).

4.1.2       Campaign development. This includes the creation of a tailored email campaign, consisting of a multi-step email sequence with multiple subject lines and body copy variants, designed to support your specific campaign goals. Your first campaign will be provided free of charge however additional campaigns   may be subject to additional charges.

4.1.3       AI SDR Outreach. Efficiently manages email outreach, the nurturing process and helps you to schedule meetings.

4.1.4       Reporting dashboard. Provides a detailed and interactive dashboard for tracking progress and results.

4.1.5       Copywriting services. This involves the creation of engaging written content for your marketing and advertising purposes.

4.2           Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

4.3           Time for performance. We will use all reasonable endeavours to meet any performance dates for the delivery of copywriting services specified in the Plan Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

5               YOUR OBLIGATIONS

5.1           It is your responsibility to ensure that:

5.1.1       you cooperate with us in all matters relating to the Services;

5.1.2       you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

5.1.3       you comply with all applicable laws and regulations including but not limited to the UK GDPR.

5.2           If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 (Your Default):

5.2.1       we will be entitled to suspend performance of the Services as well as any licences or rights granted to you under the Contract, until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 17 (Termination);

5.2.2       we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and

5.2.3       it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

6               CHARGES

6.1           In consideration of us providing the Services you must pay our charges and fees/commission (altogether referred to as Charges) in accordance with this clause 6.

6.2           Payment Methods. You may choose one of the following methods for payment of the Charges.

6.2.1       Meeting Held Method: you shall pay us a fee of £100 per meeting held with a Prospect that occurs as a result of the Services provided. For the purposes of this clause, a “meeting held” shall mean an attended meeting, whether virtually or in person, between you and a Prospect that occurs as a result, whether directly or indirectly, of the Services. Additionally, you shall pay a monthly fee of £100 to cover operating costs of this Service (Operational Charge).

6.2.2       Commission Method: you shall pay a us a commission equal to 10% of the pre-VAT revenue generated from each Prospect that engages with you as a result of the Services provided. This commission shall apply to the revenue received during the period of twelve (12) months following the start of each such Prospect’s engagement. Additionally, you shall pay the Operational Charge.

6.2.3       Enterprise Method: you may opt to engage us under a custom plan, the details of which shall be set out in a separatee written agreement between the parties, which will form part of the Contract. The Enterprise Method may include bespoke pricing, service levels, and charges as agreed in writing.

6.2.4       Refund of Costs if, in any given month during the term of the Contract, our actual operating costs in relation to the provision of Services to you are lower than the Operational Charge, the equivalent amount of the Operational charge will be refunded to you or applied as a credit against future charges, at our discretion.

6.3           You may increase the Operational Charge in order to receive more leads, charged at an additional £100 per month for every additional 1000 leads.

6.4           If you transition from the Commission Method to the Meeting Held Method, you shall continue to pay commission for any Prospect that originated from the Services provided under the Commission Method as set out in clause 6.2.2.

6.5           If you are based in the United States, all Charges shall be payable in US dollars at an exchange rate of $1.25 USD per £1 GBP, or such rate as we may determine at our discretion from time to time and notify to you in advance.

6.6           In addition to the above Payment Methods, you may purchase the following additional products at your discretion. These products are provided and fulfilled through our third-party partners, and your use of them may be subject to the relevant third-party terms and conditions

6.6.1       Domains at a charge of £11 per year per domain;

6.6.2       Google or Outlook mailboxes at a charge of £3.50 per mailbox per month; and

6.6.3       Warmup mailboxes at a charge of £2 per mailbox per month.

6.7           We reserve the right to increase the Charges on an annual basis by giving no less than one month’s written notice. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

7               HOW TO PAY

7.1           We shall issue an invoice via Stripe to you on each monthly anniversary of the Commencement Dater, detailing the Charges owed for that period.

7.2           Payment for the Services is to be made by credit card payment or bank transfer.

7.3           If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 17 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.3 will accrue each day at a rate of 4% above the Bank of England base rate per month..

8               NOTIFICATION REQUIREMENT

8.1           If you opt for the Commission Method as detailed in clause 6.2.2, you shall, at the end of each calendar month, provide us with written notice (via email or a Stripe update will suffice) of any successful sale or similar transaction resulting from a Prospect referred by us. Such notice must include, at minimum:

8.1.1       the name of the referred Prospect;

8.1.2       the subscription or contract start date; and

8.1.3       the total gross revenue (pre-VAT) generated from the sale.

8.2           Timely and accurate notification under this clause 8.1 is a condition precedent to our right to issue an invoice for commission. Failure to provide such notice within the specified timeframe may result in delay or disputed invoicing and shall not prejudice our right to receive payment once the relevant sale is identified or verified by other means.

8.3           If you opt for the Meeting Held Method, you shall notify us within forty-eight (48) hours of any scheduled meetings that were not attended by the Prospect.

8.4           Failure to notify us under clause 8.3 shall result in you becoming liable for the Charges under the Meeting Held Method.

9               AUDIT RIGHTS

9.1           We shall have the right, upon giving not less than thirty (30) days written notice, to audit your records and systems to the extent reasonably necessary to verify the accuracy of any revenue reported in relation to Prospects referred by us, and to confirm your compliance with your obligations under this Agreement.

9.2           Such audit will be conducted during your normal business hours and in a manner that does not unreasonably interfere with its operations. You shall provide full and timely access to all relevant records, including contracts, invoices, and payment records, relating to referred Prospects.

9.3           If any audit reveals an underpayment of any amounts due to us, you shall remit the full amount of such underpayment within fourteen (14) days of receiving written notice of the audit findings.

9.4           The cost of such audit under this Agreement shall be borne by us. However, if the audit reveals an underpayment of amounts due to us, you shall reimburse us for the reasonable costs of the audit, in addition to remitting any underpaid amounts identified.

10             USE OF LARGE LANGUAGE MODELS

10.1         We use third-party service providers that offer API access to large language models (LLMs) to support and deliver aspects of our Services, including but not limited to email outreach, response automation, and related data processing. In connection with these services, personal and company-related data—such as email content, contact details, and business information—may be transferred to and processed by these third-party providers in accordance with their respective privacy policies.

10.2         These third-party LLM providers currently include, but are not limited to, OpenAI, Anthropic PBC, and any other providers we may reasonably engage from time to time. We may add or replace such providers at our discretion.

10.3         We utilise services provided by third party organisations including but not limited to, OpenAI, an American AI research organisation comprising OpenAI Incorporated (OpenAI Inc.) and its for-profit subsidiary, OpenAI Limited Partnership (OpenAI LP). OpenAI is engaged in AI research and application with a focus on safe and beneficial use. For more details, please refer to:

10.3.1     Open AI’s Privacy Policy: https://openai.com/policies/privacy-policy;

10.3.2     Open AI’s Terms of Use: https://openai.com/policies/row-terms-of-use/; and

10.3.3     Open AI’s Security and Privacy Policy: https://openai.com/security-and-privacy/

10.4         We also use services provided by Anthropic PBC, an AI safety and research company based in San Francisco. For more information, please refer to:

10.4.1     Privacy Policy: https://console.anthropic.com/legal/privacy;

10.4.2     Terms of Use: https://console.anthropic.com/legal/terms; and

10.4.3     Trust & Safety: https://trust.anthropic.com/.

10.5         In addition to third-party LLMs, we may use our own proprietary LLMs to deliver our Services. Any such use shall be governed by equivalent standards of confidentiality, data protection, and security as those applicable to third-party providers, and in accordance with applicable data protection laws and regulations.

10.6         You acknowledge that we use LLM technology, including but not limited to the above services, to perform automate functions such as email outreach and response handling. You further acknowledge that AI technologies are inherently probabilistic and may produce incomplete, unintended or inaccurate results.

10.7         To mitigate potential issues surrounding the use of AI, we use commercially reasonable efforts to monitor, test and mitigate the risk of inaccuracies resulting from AI-generated outputs. As part of this monitoring process, you agree to notify us promptly upon the discovery of any such issues to allow for corrective action.

11             INTELLECTUAL PROPERTY RIGHTS

11.1         All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us. This Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services. For the avoidance of doubt, all rights, title, and interest in our proprietary LLMs remain exclusively with us.

11.2         You shall be granted a non-exclusive, non-transferable and revocable license and right to:

11.2.1     use, edit and access all Campaign Sequences created or developed by us in connection with the Services; and

A Campaign Sequence is a structured series of emails (including follow-up steps), which may include multiple subject line and body content variants, designed to support outreach or engagement efforts. Campaign Sequences may be drafted by us, by you, or collaboratively.

11.2.2     use, modify, distribute, and access the Prospect List researched and compiled by us in connection with the Services (altogether referred to as Usage Licence), provided that such use is in accordance with the applicable data protection laws.

11.3         Upon termination of the Contract, provided that:

11.3.1     we have received payment of our final invoice for the Services; and

11.3.2     you agree that you shall continue to pay such Charges (except for Operational Charges) that are due for a period of 12 months from the date the Contract is terminated,

your Usage Licence shall be terminated we shall simultaneously assign all intellectual property rights that we own in respect of the Prospect List to you. You shall have a period of 6 months from the date of termination to download the Prospect List, after which it may be deleted.

12             DATA PROTECTION OBLIGATIONS

12.1         Definitions. For the purposes of this Clause 12, the terms “Personal Data”, “Data Controller”, “Data Processor”, “Data Subject”, “Processing”, and “Personal Data Breach” have the meanings set out in General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any applicable national data protection legislation.

12.2         Roles of the Parties. The parties acknowledge that, in relation to Personal Data processed under this Agreement:

12.2.1     You act as the Data Controller; and

12.2.2     We act as the Data Processor.

12.3         Lawful Basis and Data Collection.

12.3.1     You shall ensure that all Personal Data made available to us has been:

12.3.1.1        collected lawfully and fairly;

12.3.1.2        processed transparently;

12.3.1.3        collected for specific, explicit and legitimate purposes;

12.3.1.4        limited to what is necessary in relation to those purposes; and

12.3.1.5        accompanied by valid Data Subject consents or another lawful basis for processing where required under GDPR.

12.3.2     You shall also ensure that:

12.3.2.1        Data Subjects are informed, through your privacy policy, of the use of web beacon tracking; and

12.3.2.2        the information disclosed is clearly and lawfully in compliance with GDPR.

12.4         Purpose Limitation. We shall only process Personal Data exclusively for the purposes outlined in this Agreement and not for any other purpose, unless required to do so by GDPR or any other applicable legislation.

12.5         Web Beacon Tracking. If this option is switched on, we shall implement and maintain web beacon tracking mechanisms by default, unless explicitly instructed otherwise by you in writing. You have the responsibility to:

12.5.1     ensure the use of this technology is appropriately disclosed;

12.5.2     obtain any necessary consent in compliance with GDPR and any other applicable legislation; and

12.5.3     ensure opt-out mechanisms are available to Data Subjects where required.

12.6         Security Measures. We shall implement appropriate technical and organisational measure to:

12.6.1     prevent:

12.6.1.1        unauthorised or unlawful processing of the Personal Data; and

12.6.1.2        the accidental loss or destruction of, or damage to, the Personal Data

12.6.2     ensure a level of security appropriate to:

12.6.2.1        the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

12.6.2.2        the nature of the Personal Data to be protected.

12.7         Sub-Processing. If we appoint a third-party sub-processor we shall ensure a written contract is in place with each sub-processor imposing obligations substantially similar to those set out in this clause.

12.8         Personal Data Breach. The parties shall each inform the other party without undue delay after becoming aware of a Personal Data Breach irrespective of whether there is a requirement to notify the Information Commissioner or any Supervisory Authority or data subject(s). The parties agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any personal data breach in an expeditious and compliant manner.

12.9         Data Return and Deletion. Upon termination or expiry of this Agreement, we shall promptly, at our option, return or securely delete (to the extent technically and commercially practicable) all Personal Data provided under this Agreement. Notwithstanding the foregoing, we shall not destroy or return any Personal Data that we are required to retain under any applicable law, regulation or a valid order of a competent authority, or bona fide internal compliance procedures. Where data cannot be deleted for technical or legal reasons, we shall ensure that such data remains subject to the confidentiality, security, and data protection obligations set out in this Agreement for as long as it is retained.

13             HOW WE MAY USE YOUR PERSONAL INFORMATION

13.1         We will use any personal information you provide to us to:

13.1.1     provide the Services;

13.1.2     process your payment for the Services; and

13.1.3     inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

13.2         We will process your personal information in accordance with our Privacy Policy, which can be found at this link https://www.meetchase.ai/privacy-policy, the terms of which are incorporated into the Contract.

14             INDEMNITY

14.1         You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Contract. For the avoidance of doubt, this includes but is not limited:

14.1.1     to your breach of the Contract;

14.1.2     any such courses of action arising from or relating to the use of AI-generated content or the consequences of any reliance upon such content from you;

14.1.3     any fines, costs or losses arising from your failure to comply with your obligations as a data controller under GDPR and any other applicable data protection legislation; and

14.1.4     any claims, losses, or liabilities arising out of or relation to our use of third-party service providers or data processors.

15             LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

15.1         Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

15.1.1     death or personal injury caused by negligence;

15.1.2     fraud or fraudulent misrepresentation; and

15.1.3     breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

15.2         Subject to clause 15.1, we will not be liable to you, whether in contract; tort (including negligence); for breach of statutory duty; errors, omissions or unintended responses in relation to the LLMs referenced in Clause 10, or any other AI tools; or otherwise, arising under or in connection with the Contract for:

15.2.1     loss of profits;

15.2.2     loss of sales or business;

15.2.3     loss of agreements or contracts;

15.2.4     loss of anticipated savings;

15.2.5     loss of use or corruption of software, data or information;

15.2.6     loss of or damage to goodwill; and

15.2.7     any indirect, special, punitive, incidental or consequential loss.

15.3         Subject to clause 15.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to  the total Charges paid under the Contract during the preceding month.

15.4         We have given commitments as to compliance of the Services with the relevant specification in clause 4.1.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

15.5         Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

15.6         This clause 15 will survive termination of the Contract.

16             CONFIDENTIALITY

16.1         We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 16.2.

16.2         We each may disclose the other's confidential information:

16.2.1     to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 16; and

16.2.2     as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.3         Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

17             TERM, TERMINATION, CONSEQUENCES OF TERMINATION AND SURVIVAL

17.1         Term. The Contract commences on the Commencement Date and will automatically renew for successive monthly periods, until terminated by either party in accordance with this clause 17.

17.2         Our Termination Rights. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

17.2.1     you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within thirty days of you being notified in writing to do so;

17.2.2     you fail to pay any amount due under the Contract on the due date for payment;

17.2.3     you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

17.2.4     you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

17.2.5     your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

17.3         Mutual Termination Rights. Either party may terminate the Contract by the provision of written notice at least three business days prior to the intended date of termination.

17.4         Consequences of termination. On termination of the Contract, we:

17.4.1     shall immediately cease adding new Prospects to any ongoing sequences;

17.4.2     may, at our discretion, allow any current Campaign Sequences to complete and continue responding to leads for thirty (30) days post-termination of the Contract (“30-Day Handoff Period”). This 30-Day Handoff Period is optional and will be assumed to be in effect unless the Company gives us written notice to cease; and

17.4.3     shall, following the 30-Day Handoff Period, issue you with a final invoice detailing all uninvoiced Charges.

17.5         Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect including but not limited to your obligations and our rights under clauses 5 to 9, and clauses 12 to 15.

18             EVENTS OUTSIDE OUR CONTROL

18.1         We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

18.2         If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

18.2.1     we will contact you as soon as reasonably possible to notify you; and

18.2.2     our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

19             COMMUNICATIONS BETWEEN US

19.1         When we refer to "in writing" in these Terms, this includes email.

19.2         Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by tracked pre-paid first class post or other tracked next working day delivery service, or email.

19.3         A notice or other communication is deemed to have been received:

19.3.1     if delivered personally, on signature of a delivery receipt;

19.3.2     if sent by tracked pre-paid first class post or other tracked next working day delivery service, at 9.00 am on the second working day after posting; or

19.3.3     if sent by email, at 9.00 am the next working day after transmission.

19.4         In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

19.5         The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

20             GENERAL

20.1         Assignment and transfer

20.1.1     We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.

20.1.2     You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

20.2         Variation. We may update or amend the terms of the Contract, our Services, or your plan from time to time. Where we make material changes, we will give you reasonable notice in writing (including by email or via our platform). If you continue to use the Services after the changes take effect, you will be deemed to have accepted the updated terms.

20.3         Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

20.4         Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

20.5         Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

20.6         Dispute Resolution. The Parties agree to attempt to resolve any disputes arising out of or in connection with this Agreement amicably through good faith negotiations. Such negotiations shall commence upon written notice of the dispute by either Party to the other Party. If the Parties are unable to resolve the dispute amicably within sixty (60) days from the date of the written notice, the dispute shall be referred to arbitration. The arbitration shall be conducted by the London Branch of the Chartered Institute of Arbitrators (CIArb) in accordance with its rules in effect at the time of the arbitration. Nothing in this clause shall prevent either Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction, where such relief is necessary to protect its rights pending resolution of the dispute.

20.7         Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.


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