These Terms of Service apply whenever you engage us, PA2GO, to provide you with the outsourced personal assistant, call answering, web chat and ancillary business administration outsourcing services we provide.
WHO WE ARE:
We are PA2GO, an outsourced professional service provider. Our trading address is The Black Barn, Fox and Pheasant Centre, White Colne, Colchester, Essex, CO6 2PS ('we' / 'us').
The following definitions shall apply with respect to the services we provide:
Business Day: : a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: means the date that the services are due to commence, as set out at clause 1.3.
Confidential Information: has the meaning given in Clause 2.
Effective Date: means the date that our agreement (comprising these Terms of Service) comes into effect when we confirm our acceptance of your order for Services.
Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group.
Group Company: in relation to a company, any member of its Group.
Onboarding: means the process of setting the customer up as a new client of PA2GO and the activities and requirements set out at clause 4.
Party/parties: means either or both of us (PA2GO) and you (the customer).
Proposal: means our written proposal to you for the Services that we send prior to entering into our agreement with you. proposals will usually be sent in the case of bulk orders Special Services, or individually negotiated contracts.
Representative(s): in relation to each party and any member of its Group:
- its officers and employees that need to know the Confidential Information;
- its professional advisers or consultants who are engaged to advise that party and/or any member of its Group; Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
- its contractors and sub-contractors engaged by that party and/or any member of its Group; and
- any other person to whom the other party agrees in writing that Confidential Information may be disclosed
Service/s: means the services to be provided by PA2GO to the customer under these Terms of Service, as set out and specified in clause 3.
Standard Service/s: means the standard call answering, web chat management and general personal assistant services listed at clause 3.1.
Special Service/s: means the special, non-standard and/or individually-negotiated services agreed between the parties and set out at clause 3.2.
Terms of Service: means these terms and conditions, and our agreement with you.
- A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes email.
- A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
TERMS OF SERVICE:
1. BASIS OF CONTRACT
- 1.1 Application form. If you are a new customer, you may request one of our services by filling in and sending our online application form at https://www.pa2go.co.uk/application-form. The submission of your application form shall constitute an offer to engage our services on these Terms of Service.
- 1.2 Confirmation. Following receipt of your completed application form, we will contact you by email with confirmation that your request has been accepted. In some cases, we may require further information from you before we are able to accept your request for Services. Confirmation emails will also specify further information for your onboarding, as well as a provisional Commencement Date for the Services to begin. Our written confirmation of your order for Services shall constitute acceptance of your request, and a binding agreement shall come into existence. The date of transmission of the confirmation email shall be the Effective Date of your agreement with us and these Terms of Service shall thereupon come into force and effect.
- 1.3 Commencement date.. Your order confirmation email shall specify a provisional Commencement Date for the Services to commence. This is the earliest possible date that we shall be able to start providing the Services, and it is conditional on your prompt assistance in the completion of your onboarding. Any delays in responding fully to our requests for information may cause delays in your Commencement Date. Once you have completed onboarding, we shall notify you of your actual Commencement Date.
- 1.4 Large or special orders. These Terms of Service apply to all orders for our standard Services, unless otherwise notified by us. Large volume bulk orders and orders for specific additional or individually-negotiated services will be subject to a separate written agreement. If you require a special order or any variations to the terms in these Terms of Service, you must contact us in advance of submitting your application form.
- 1.5 Terms apply to all Services. Unless explicitly stated to the contrary, the provisions of these Terms of Services apply to each of the Services you order and govern your agreement with us notwithstanding which particular Services you specify.
- 1.6 Non-consumer terms. Your agreement with us comprising these Terms of Service are valid only for business customers. If you are a consumer and would like to order any Services from us, you must notify us of your intended use in advance of filing your application.
2. COMMENCEMENT AND TERM
- 2.1 6-month initial term. Unless otherwise agreed and subject to clause 2.2 below, your agreement with us shall come into effect on the Effective Date, and shall continue in force until the expiry of an initial fixed term of six (6) months following the Commencement Date, and shall continue thereafter until cancelled by giving not less than thirty (30) days' notice of cancellation by email.
- 2.2 3-month term for entry level services. In the event that your order for call answering or web chat management Services is for the minimum Service level, entitled 'Starter Plan' in the case of call answering Services, or 'PA30' in the case of web chat Services, the initial fixed term of your agreement with us shall be three (3) months following the Commencement Date.
3.1 Standard services. We provide the following standard Services, as set out in our latest brochure and on our website, https://www.pa2go.co.uk/ (the 'Standard Services'):
- (a) Call answering. We answer your incoming calls on behalf of your business via a dedicated number we provide you with, and provide you with a written summary of the call;
- (b) Outbound calling and SMS. We make outbound calls and send SMS's from your dedicated phone number on your behalf for any purpose including marketing and administration;
- (c) Web chat management. We respond to incoming live chat enquiries on your website, collect relevant information from potential customers and forward these to your email;
- (d) General personal assistant 'PA' services. We also provide general outsourced personal assistant services on a per time basis, including:
- (i) Diary management;
- (ii) Typing and letters;
- (iii) Data entry;
- (iv) Transcription;
- (v) General administration; and
- (vi) Bookings and accommodation.
3.2 Special services. In addition to the Standard Services, we may also be able to undertake specific additional services where required (the 'Special Services') to be negotiated and agreed on a case by case basis. If you require any such additional services, please contact us directly to arrange a quotation.
3.3 Separate agreement for Special Services. All Special Services are subject to staff availability, must be individually agreed with us in advance, and are subject to our reviewing and accepting the scope of work for such services. You will be notified by us of our fees for any Special Services on a case-by-case basis. We shall be under no obligation to accept any request for Special Services at any time.
3.4 Proposals. If we have sent you a written Proposal for our Services, the content of such Proposal, if accepted, shall form a part of our agreement with you and be binding. Where there is any conflict between the terms of an accepted Proposal we have sent you and these Terms of Service, the terms of the Proposal shall prevail and take precedence.
3.5 Call answering terms.The following terms shall apply when we provide you with our call answering service:
- (a)Monthly subscription charges apply to the call answering service we provide. The fees are organised into 'call plans' depending on the volume of calls required. At all times, your call plan will specify a monthly direct debit payment and a volume of calls included. If you exceed the volume of calls included in your call plan, you will be charged a fixed rate per call in addition to your monthly payment.
- (b)All incoming calls are chargeable at our standard rates as set out in accordance with your plan, including, without limitation, all sales and marketing calls received or made, and all customer enquiries.
- (c)Various call plan add-ons are available in addition to our standard call answering service. These are available on request and chargeable in addition to your monthly payment. The fees for add-ons may be found in our latest brochure, on our website, or upon enquiry.
- (d)Unless otherwise agreed, call answering services are provided from 9:00AM to 5:30PM Monday to Friday on Business Days (bank holidays are excluded), and 9:30AM to 5:00PM Saturday (excluding bank holiday weekends). If you require an out-of-hours, weekend or holiday service, this must be specifically agreed with us and different rates apply.
- (e)All calls will be answered using your business name. If you have a trading name you prefer us to use instead of your business legal name, you must inform us of this.
- (f)We answer all calls as soon as possible, however we make no representation as to the delay period for answering incoming calls
- (g)If you use this Service whilst redirecting your incoming calls from your existing number, you must ensure that your telephone service provider sets up this redirect. You agree that we shall have no liability to you for any failure by you or your telephone service provider to successfully redirect any calls to us.
- (h)This is a business administration service only, and we do not make decisions or provide advice on calls that we take on your behalf. If necessary, we will endeavour to arrange an appointment with you to answer any relevant incoming customer queries.
- (i)Unless you request otherwise, we will endeavour to ignore nuisance calls, automated calls, cold-calls and unsolicited direct marketing. Notwithstanding the aforesaid, all inbound calls answered will be chargeable whether or not relevant.
- (j)The call answering service we provide is strictly offered for genuine business enquiries, administrative purposes and general customer service requests. This service is not intended for handling complaints, or dealing with angry, abusive, aggressive, offensive or severely disgruntled customers or clients.
- (k)The call answering service we provide is on an exclusive basis only, and you undertake not to engage any other third party to answer your incoming calls during the term of this agreement, nor to otherwise route or divert away from us any incoming calls during the term of this agreement.
- (l)We shall endeavour to answer all incoming calls insofar as practicable. However, there may be times when unexpectedly high volumes of calls prevent us from being able to answer all incoming calls, and we do not represent that 100% of calls will always be answered.
- (m)All incoming calls are chargeable. The agreed plan price per call (as set out in your plan) shall
apply for all calls up to two (2) minutes in duration. Each period over the initial two (2) minutes for any call shall be charged at a rate of £1.00 per minute (+VAT) for the remainder of the call.
3.6 Outbound calling and SMS terms.The following terms shall apply when we provide you with our outgoing SMS and calling service:
- (a)All outgoing calls and SMS's are chargeable separately to our call answering service. The fees are organised into text plans depending on the volume of SMS's required. At all times, your text plan will specify a monthly direct debit payment and a volume of SMS's included. If you exceed the volume of SMS's included in your text plan, you will be charged a fixed rate per message in addition to your monthly payment. If outgoing calls are not specified on your plan, then our standard rates as for our incoming calls shall apply.
- (b)We make outgoing calls and send SMS's on your behalf when you instruct us to do so, or when relevant to the general PA services we require (for example, when arranging appointments).
- (c)All outgoing communications we send must be strictly for business purposes only, and we shall not be required to correspond with family or friends, or any other non-work-related person or entity.
- (d)We use reasonable endeavours to ensure that all outgoing communications are clear, free from typos and grammatically correct. However, we shall not have any liability to you whatsoever for any consequences of such inaccuracies in any SMS we send or any call we make on your behalf.
- (e)All outgoing calls are chargeable. The agreed plan price per call (as set out in your plan) shall
apply for all calls up to two (2) minutes in duration. Each period over the initial two (2) minutes
for any call shall be chargeable at a rate of £1.00 per minute for the remainder of the call.
3.7 Web chat management terms.The following terms shall apply when we provide you with our web chat service:
- (a)Our web chat service is provided on a monthly subscription basis. The fees are organised into monthly web chat plans, as set out in our latest brochure, on our website or in our Proposal. Each plan contains an included number of chats, and any additional chats beyond this level are chargeable in addition to your monthly fees.
- (b)Our web chat service is provided from 8:30AM until 10:30PM Monday to Friday. If you require an out-of-hours, weekend or bank holiday service, please contact us for a quotation.
- (c)We use reasonable endeavours to answer incoming web chat requests within one (1) minute, however we make no guarantees that all web chats will be answered within this timeframe.
- (d)If any chat conversation exceeds five (5) minutes in duration, each subsequent five-minute period shall constitute a new chat for the purposes of calculating your monthly bill. Time starts from the moment our staff first reply to the chat request.
- (e)Our web chat service is provided on a front-of-house business administration basis only. We do not provide advice or make decisions on web chats unless specifically authorised and instructed to do so.
- (f)When answering customer enquiries on any web chat, we use your FAQs provided as the sole source of information relating to your business to provide to potential customers via the web chat portal.
- (g)The use of our web chat Service requires you or your website developer to insert specific chat portal code into your website's back end and/or to add a specific plug-in. You are responsible for undertaking all website modifications and updates necessary to ensure that the web chat portal is added and maintained regularly and effectively. We shall not be responsible for any consequences of any failure to upload or maintain your website or any plugin.
- (h)You may customise your web chat dialogue box by specifying its location on screen, colour, shape, and your logo to be displayed within it.
- (i)We do not place client orders or allow customers to make purchases through our web chat portal unless specifically agreed with us in advance and with all permissions and access having been granted.
- (j)Following the conclusion of any web chat, we will send a transcript of the conversation to you by email.
3.8 General personal assistant 'PA' service terms.The following terms shall apply when we provide you with our general PA services:
- (a)All other general PA services must be strictly business-related, and we reserve the right to refuse to undertake any tasks which are of a personal or recreational nature.
- (b)General PA services are, unless specifically included in another plan or individually agreed, chargeable on a per time basis at a fixed rate of £30 per hour (exclusive of VAT), to be added to your regular monthly payments.
- (c)You must provide us with advanced notice of any significant amounts of work required. Excepting minor routine tasks, we reserve the right to refuse to undertake any work where we consider that inadequate notice has been provided.
- (d)If you require diary management, appointment booking or other scheduling work, you must provide valid and up-to-date access information to your professional calendars. Our prior agreement is required for any third-party calendar service other than Google Calendar.
- 4.1 Business information and FAQs.Prior to the Commencement Date, you must supply us with detailed business information in a clear and intelligible format for our staff to use in providing the Services. In particular, a detailed set of Frequently Asked Questions (FAQs) is required for the web chat service we provide and must be approved by us in advance. We will not be able to answer any questions beyond the scope of the FAQs you provide to us.
- 4.2 Service specification.The Service details, add-ons and price bands must be agreed prior to the Commencement Date. Both parties shall cooperate in good faith over the specification of the Services to be provided.
- 4.3 Telephone numbers.If engaging our call answering, outgoing call and/or SMS services, call diverting or redirecting arrangements must be made, and any numbers we are to provide you with must be agreed and established.
- 4.4 Email accounts.You must create a new account profile for our staff to use and share valid login information if we agree to provide email services for you (as part of our general PA service).
- 4.5 Web chat.You must ensure that your website is modified with all necessary code changes and plugin additions to insert the web chat portal onto your website. Further, you must additionally provide us with your preferences for the customisation of the web chat dialogue box on your website.
5. PRICING AND PAYMENT
- 5.1 Price list. Unless otherwise agreed, the prices for the Services set out in our price lists in our brochure or on our website from time to time shall have effect.
- 5.2 Payment via direct debit. All payments for the Services must be made by monthly direct debit using GoCardless (unless otherwise agreed). Any delay in setting up your direct debit mandate may cause a delay to your Commencement Date.
- 5.3 Suspension of service. In the event that you should fail to make timely payment of the fees for the Services for any reason, we may immediately suspend or revoke the Service until such time as payment in full has been received.
- 5.4 VAT. All prices are exclusive of VAT, which shall be chargeable in addition to all amounts payable under these Terms of Service,
- 5.5 Late payment interest. Interest shall be payable on all amounts outstanding at a rate of eight percent (8%) per annum above the Bank of England base rate from time to time accruing daily on a compound basis until paid in full, with such sums adding to the principal debt.
- 5.6 Changes to pricing. We may change our pricing from time to time and shall provide not less than thirty (30) days' notice in advance of any price changes taking effect.
- 5.7 Estimated work volume. Any bulk or volume order, or any individually-negotiated agreements where an estimated volume of work is specified in the Proposal (or otherwise denoted in writing) are accepted strictly on condition precedent that the agreed work estimate is accurate. Prices for the Services may by increased by reverting to our standard pricing in the event that such work estimates prove to be greater than the amount of work received.
- 5.8 Pricing for calls. All incoming and outgoing calls are chargeable. The agreed price per call (as set out
in your plan) shall apply for all calls up to two (2) minutes in duration. Any calls which exceed two (2)
minutes in duration shall be chargeable at a rate of £1.00 per minute (+VAT) after the first two (2)
6. FREE TRIAL
- 6.1 Introductory offer. We offer a free trial of our call answering and web chat services as a discretionary introductory offer for new customers as set out below. If you wish to take advantage of this free trial, you must request this in advance of us commencing the Services. No free trial will be available for any Service already provided after the Commencement Date.
- 6.2 Call answering. Our call answering free trial provides the first month or the first thirty (30) calls free of charge (whichever occurs first).
- 6.3 Web chat. Our web chat free trial provides the first seven (7) days or twelve (12) chats free of charge (whichever occurs first).
- 6.4 Service band post-conclusion. Once your free trial is complete, the Services will automatically commence unless you have instructed us not to do so, and we will place you on the most appropriate monthly subscription band in relation to the Services you have requested.
7. CUSTOMER OBLIGATIONS.
7.1 The customer (you) shall at all times:
- (a)provide clear, comprehensive and up-to-date information to us;
- (b) respond promptly to all requests and queries we send;
- (c)provide all required assistance in the onboarding and set up of the Services;
- (d)not use the Services for any purpose which is unlawful, fraudulent, illegal or otherwise liable to harm our reputation;
- (e)promptly pay all amounts owing to us from time to time in connection with the Services;
- (f)not direct any abusive, aggressive, offensive or severely disgruntled customers to call in via our call answering service where it is known in advance that such customers are abusive, aggressive, offensive or severely disgruntled.
8. CHANGES TO SERVICE
- 8.1We may from time to time make changes to the way we provide Services to you, the nature, scope and pricing of those Services, or we may add or remove Services altogether. Any such changes shall be preceded by not less than thirty (30) days' notice in writing ahead of any such change taking effect.
- 8.2 Price variations for volume estimates. If your agreement with us is for a large order or is individually negotiated on the basis of an estimated volume of work for the Services, we may increase the price for such Services up to our standard fees from time to time in the event that the actual volume of work we receive is more than twenty-five percent (25%) less than the estimated volume set out in the Proposal (or as otherwise agreed). Any increase in price under this clause shall not take place until a minimum of two (2) weeks have elapsed during which the average volume of work falls below such threshold. You will be notified by email of any increase in pricing pursuant to this clause.
- 9.1 No cancellation during initial term. Our agreement with you is non-cancellable from the Effective Date until six months have elapsed from the Commencement Date.
- 9.2 30 days' notice. Following the initial six-month minimum term, you may cancel your agreement with us by giving not less than thirty (30) days' notice by email of your intention to do so.
10. TERMINATION FOR CAUSE
- 10.1 Material breach. We may terminate our agreement with you at any time without notice if you fail to pay on time the charges for the Services or if we have reason to believe that you have committed a material breach of a material term of these Terms of Service or any other breach of applicable laws or regulations in force from time to time, or that our ongoing affiliation with you is likely to damage our goodwill or reputation.
- 10.2 Abusive conduct. We reserve the right to terminate our agreement with you without notice and with no liability to you whatsoever in the event that we receive serious or repeated angry, abusive, aggressive or offensive calls, emails or messaged from your customers or clients, or otherwise in the course of providing the Services to you.
11. RECORD KEEPING
11.1 We keep records of the Services we provide you with for two (2) years post completion of such Service, after which point any records will be deleted.
12.1 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by this clause 12.
12.2Each party may disclose the other party's confidential information:
- (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12; and
- (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
13. DATA PROCESSING
- 13.1 Data Processing Agreement. All processing of personal data in connection with these Terms of Service shall be undertaken strictly in accordance with the terms of our 'Data Processing Agreement' attached hereto at Annex A and hereby incorporated by reference. The terms of the Data Processing Agreement shall have full contractual force and effect as if set out in the body of these Terms of Service.
14. INTELLECTUAL PROPERTY
- 14.1 Works IP owned by PA2GO. All intellectual property creates by us in the course of providing the Services to you shall vest in us alone, and title to such property shall remain with us in perpetuity.
- 14.2 Customer licence to use IP. We hereby grant to you a single, revocable, non-transferrable royalty free worldwide licence to use all intellectual property rights created by us in the course of providing the Services to you for the term of our agreement with you.
- 14.3 Licence to use customer IP.You hereby grant to us a multiple, royalty-free licence to use all intellectual property rights owned by you and contained in any materials provided to us during the term of our agreement with you strictly in the course of providing the Services.
15. EXCLUSIONS AND LIMITATION OF LIABILITY
- 15.1 Exclusion.Nothing in these Terms of Service shall exclude liability for death or personal injury caused through our negligence or any other liability which would be unlawful to exclude. Subject to the aforesaid, we shall not under any circumstances be liable to you, whether in contract, tort or otherwise for any claims, liabilities, losses (including secondary losses, loss of profit, reputation or goodwill) costs or expenses suffered or incurred by you arising out of or in connection with our agreement with you or the provision of the Services, except as expressly provided in this agreement.
- 15.2 Cap. In all circumstances, our maximum aggregate liability to you shall be limited to the repayment of the fees paid to us in the six (6) months preceding the event giving rise to such liability.
You hereby undertake to hold us harmless and indemnify us from and against all claims, liabilities, losses, penalties, costs (including legal and professional costs) suffered or incurred by us arising out of or in connection with:
- (a) any breach by you of these Terms of Service;
- (b) any breach by you of the Data Processing Agreement or the applicable data protection legislation in force from time to time;
- (c) any complaints or claims made against us following an interaction between any person and our staff in the course of providing the Services; and
- (d) any breach by you of any laws or regulations in force from time to time.
17. FORCE MAJEURE
- 17.1 We shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of our obligations under these Terms of Service if such delay or failure result from events, circumstances or causes beyond our reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
18. NO SET-OFF
- 18.1 All amounts due under these Terms of Service from you to us shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- 19.1 Entire agreement. These Terms of Service constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter
- 19.2 Conflict.If there is an inconsistency between any of the provisions of these Terms of Service and the provisions of the Data Processing Agreement, the provisions of these Terms of Service shall prevail.
- 19.3 Variation. No variation of these Terms of Service shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- 19.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms of Service or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- 19.5 Rights and remedies. Except as expressly provided in these Terms of Service, rights and remedies provided under these Terms of Service are in addition to, and not exclusive of, any rights or remedies provided by law.
- 19.6 Severance. If any provision or part-provision of these Terms of Service is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms of Service. If any provision or part-provision of these Terms of Service is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
- 19.7 No partnership or agency.Nothing in these Terms of Service is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- 19.8 Third party rights.These Terms of Service do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Service
- 19.9 Trading name. 'PA2GO' is a trading name of Livetel Solutions Limited, a company incorporated and registered in the United Kingdom with company number 07956808. Our trading address is The Black Barn, Fox and Pheasant Centre, White Colne, Colchester, Essex, CO6 2PS.
- 19.10 Governing law. These Terms of Service and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
- 19.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms of Service or their subject matter or formation.