This Web site and the Corporate Travel Management Services (collectively, the "CTMS Services") are offered to you by Corporate Travel Management Solutions UK ("CTMS UK"), a division of Payless Travel Canada Corp., and its affiliates conditioned on your acceptance without modification of the terms, conditions, and notices contained therein. Your use of the CTMS Services as set forth below constitutes your agreement to all such terms, conditions, and notices.

By using the CTMS Services, either on your own behalf or on behalf of another person, you agree to the terms, conditions, and notices contained herein. If you are using the CTMS Services on behalf of another person, you further agree that you are an agent authorized to act on behalf of such other person and that you have obtained all necessary consents to so act. You and your agent are responsible for any use of the CTMS Services, regardless of who actually or directly undertakes such use. If you are acting on behalf of another person, it is your responsibility to obtain the appropriate consent of such person to so act and to ensure that such person agrees to these terms, conditions, and notices.

Additionally, your company may have enrolled as a CTMS Client pursuant to a CTMS Corporate Travel Agreement ("CTMS Agreement"), which permits you and certain people acting on your behalf (i.e., your Travel Manager and Travel Arranger(s)) to purchase travel products or services or otherwise use the CTMS Services. To the extent that any of the terms and conditions set forth herein conflict with or are otherwise inconsistent with the terms of your company's applicable CTMS Agreement, the terms of such CTMS Agreement will govern and control.

PERSONAL AND NONCOMMERCIAL USE LIMITATION

The CTMS Services are for your personal and noncommercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the CTMS Services.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PROVIDED THROUGH CTMS SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

THE CARRIERS, HOTELS AND OTHER SUPPLIERS PROVIDING TRAVEL OR OTHER SERVICES FOR CTMS ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF CTMS UK OR ITS AFFILIATES. CTMS UK AND ITS AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. CTMS UK AND ITS AFFILIATES HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION. OVERBOOKING, STRIKE, FORCE MAJEURE, OR OTHER CAUSES BEYOND THEIR DIRECT CONTROL AND THEY HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY.

IN NO EVENT SHALL CTMS UK, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF THE CTMS SERVICES OR WITH THE DELAY OR INABILITY TO USE THE CTMS SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES OBTAINED THROUGH THE CTMS SERVICES OR OTHERWISE ARISING OUT OF THE USE OF CTMS SERVICES, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF CTMS UK, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to defend and indemnify CTMS UK, its affiliates, and/or their respective suppliers and any of their officers, directors, employees, and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by:

(i) you or on your behalf in excess of the liability described above; or
(ii) by third parties as a result of:

(a) your breach of these Terms and Conditions or the documents referenced herein;
(b) your violation of any law or the rights of a third party; or
(c) your use of the CTMS Services.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of CTMS Services, you warrant that you will not use CTMS Services site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. Any software, including, without limitation, all HTML code, JavaScript and Active X controls on this Web site, is owned by CTMS, and/or its respective suppliers and is protected by copyright laws and international treaty provisions. Any modification, reproduction or redistribution of such software is expressly prohibited and CTMS may revoke your right to access and use such software at any time. You acknowledge that such software and any accompanying documentation and/or technical information is subject to applicable export control laws and regulations of the USA, UK and Canada. You agree not to export or re-export such software, directly or indirectly, to any countries that are subject to U.S.A., UK or Canadian export restrictions.

LINKS TO THIRD-PARTY SITES

This Web site may contain hyperlinks to Web sites operated by parties other than CTMS. Such hyperlinks are provided for reference only. CTMS does not control such Web sites and is not responsible for their contents. CTMS’s inclusion of hyperlinks to such Web sites does not imply any endorsement of the material on such Web sites or any association with their operators.

DATA PROTECTION

ctms make every effort to comply with Data Protection laws. The purpose of Data protection is to protect an individual’s rights by keeping personal data secure and by regulating, controlling and processing, so that it may be used only for the purpose for which it was given/obtained.

Client information is used for the following purposes:-

• Creating Traveller Profiles to simplify booking process.

• Bookings

• Collecting payment

• Ensuring compliance of Travel Policy

• Collation and reporting of travel data (at the request of the client)

• To fulfill travel service requests

ctms has to, at times, provide information to third parties i.e. airline, hotel, car rental service. Data is stored on our secure server. We operate secure data networks protected by industry standard firewall and password protection systems.

Our security and privacy policies are periodically reviewed and enhanced as necessary and only authorised individuals have access to the information provided by our clients.

AGENT-ASSISTED SERVICE FEES

Service fees charged separately by CTMS UK to you pursuant to a CTMS Agreement will be subject to UK taxes only, irrespective of the location of the related travel service, as such services are provided from the UK.

TRAVEL DESTINATIONS

Although most travel, including travel to international destinations, is completed without incident, travel to certain destinations may involve greater risk than others. CTMS urges passengers to review travel prohibitions, warnings, announcements and advisories.

BY OFFERING FOR SALE TRAVEL TO PARTICULAR INTERNATIONAL DESTINATIONS, CTMS DOES NOT REPRESENT OR WARRANT THAT TRAVEL TO SUCH POINTS IS ADVISABLE OR WITHOUT RISK, AND IS NOT LIABLE FOR DAMAGES OR LOSSES THAT MAY RESULT FROM TRAVEL TO SUCH DESTINATIONS.

SERVICE HELP

If you have questions or problems with this Web site, call the Canadian Head Office at 1-866-359-2867

MODIFICATION OF THESE TERMS AND CONDITIONS

CTMS a reserves the right to change the terms, conditions, and notices under which the CTMS Services are offered.

GENERAL

You agree that no joint venture, partnership, employment, or agency relationship exists between you and CTMS UK or any of its affiliates as a result of these terms and conditions or use of the CTMS Services.

CTMS’s performance hereunder is subject to the existing laws and legal process, and nothing contained in these terms and conditions is in derogation of CTMS’s right to comply with law enforcement requests or requirements relating to your use of the CTMS services or information provided to, or gathered by, CTMS with respect to such use.

If any part of these terms and conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision, or part thereof, will be deemed immediately superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the terms and conditions shall continue in effect.

These terms and conditions and any other terms and conditions referenced herein (together with any applicable CTMS Agreement) constitutes the entire agreement between the customer and CTMS UK with respect to the CTMS Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the customer and CTMS UK with respect to the CTMS Services.

A printed version of these terms and conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Fictitious names of companies, products, people, characters, and/or data mentioned herein are not intended to represent any real individual, company, product, or event. Any rights not expressly granted herein are reserved.

PURCHASING TRAVEL

Separate terms and conditions will apply to your reservation and purchase of travel-related goods and services that you select. You agree to abide by the terms or conditions of purchase imposed by any supplier with whom you elect to deal, including, but not limited to, payment of all amounts when due and compliance with all rules and restrictions regarding availability of fares, products or services. You also agree to be bound by the applicable terms and conditions of the CTMS Agreement (if any) that your company entered into with CTMS UK. You shall be completely responsible for all charges, fees, duties, taxes, and assessments arising out of the use of the CTMS Services.

CURRENCY CONVERTER

Currency rates are based on various publicly available sources and should be used as guidelines only. Rates are not verified as accurate, and actual rates may vary. Currency quotes are not updated every day. Check the date on the Currency Converter for the day that currency was last updated. The information supplied by this application is believed to be accurate, but CTMS UK, its affiliates, and/or their suppliers do not warrant or guarantee such accuracy. When using this information for any financial purpose, CTMS advises the customer to consult a qualified professional to verify the accuracy of the currency rates. CTMS UK, its affiliates, and/or their suppliers do not authorize the use of this information for any purpose other than personal use and prohibit to the maximum extent allowable the resale, redistribution, and use of this information for commercial purposes.

BOOKING CONDITIONS

These conditions and the information in this brochure, or web site, and relevant inserts form the basis of an agreement between you and the person(s) on whose behalf you book (“the client”) and Corporate Travel Management Solutions Ltd., also know as CTMS (“the Company”).

Please note that the terms of this agreement vary dependent upon whether the Client purchases “travel” or “other travel arrangements”. “Travel” is a combination of at least 2 of travel (excluding transfers), accommodation or other component which forms a significant part of arrangements purchased by the Client from the Company, provided that the combination is booked at the same time and full payment is made direct to the Company. Anything else will constitute “other travel arrangements”.

1. When requesting a booking to be confirmed the client must sign the Booking form accepting these conditions and the other information given to him by the Company to form part of the agreement.

2. No contract exists between the Company and the Client until the Company’s confirmation accepting the Client’s booking request has been dispatched to the Client or his travel agent. Confirmation will not take place until the Company can confirm all components in the clients requested itinerary. The Company reserves the right to offer suitable alternatives if any component of the Client’s requested itinerary is not available. No variation of these conditions shall form part of any contract between the Company and the Client, unless confirmed in writing by the Company to the person signing the booking form. Any money paid by the client to a travel agent in respect of a booking with the Company and held by the agent in respect of a booking with the Company and held by the agent is held on behalf of the Client until the Company dispatches to the Client confirmation of his booking. Thereafter, any money held by the travel agent in respect of the booking is held on behalf of the Company.

3. The Booking form must be accompanied by full payment together with the administration charge (also referred to as booking fee or service fee). The administration fee is non-refundable.

4. (a) The Company reserves the right in any circumstances to cancel the Client’s travel arrangements more than 4 weeks before departure, in which case the client shall be informed as soon as possible and shall be offered alternative arrangements, if available. The Company shall cancel the travel within 4 weeks of departure only for reasons beyond the control of the Company, or should the Company not receive from the Client the balance of the travel payments. Reasons beyond the control of the Company constitute Force Majeure events, which are defined as unusual and unforeseeable circumstances beyond the Company’s control, the consequences of which could not be avoided even if all due care has been exercised, such as war, threat of war, riots, civil strike, industrial dispute, terrorist activities, natural and nuclear disaster, fire or adverse weather conditions or other similar events beyond the Company’s control. Should travel arrangements be cancelled for any reason, including those above, the Company will not refund to the Client any monies paid by the Client to the Company, where the Company has had to pay its supplier and is unable to obtain a refund from them.

On occasion we may need to cancel your booking (such as due to a cancellation by our supplier). We will take reasonable steps to avoid having to cancel your booking. If we are to cancel your booking we will notify you and we will provide a full refund.

The Company will have no other legal liability whatsoever, and, in particular, no liability to compensate the Client for loss of opportunity to travel.

4 (b) This brochure, or web site, and relevant inserts were prepared many months in advance of your travel. As a result changes to travel arrangements are possible. First, the Company reserves the right to change any service, facility or price described in this brochure, or web site, and relevant inserts before the Client books. In this case the Client will be advised of relevant changes before his booking is accepted. Second, the Company reserves the right to change the Client’s travel arrangements after the booking has been confirmed. A change may be “major” or “minor”. A major change is a change of UK departure airport to one less convenient to the Client, a change of departure time by more than 12 hours (except a flight delay), or a change of accommodation to a lower grade than that booked. All other changes are minor. If there is a minor change to travel arrangements, the Company is under no obligation to notify the Client, nor to compensate the Client. However, in practice, the Company will endeavour to notify the Client of the change. If there is a major change to travel arrangements, the Client will be offered the choice of alternative arrangements, if available, or a full and prompt refund of all money paid. If the Client chooses the alternative arrangements and they are more expensive than the travel originally booked, the Client must pay the difference, but, if they are cheaper, the Client will receive an appropriate refund.

5. After acceptance of the booking, if the Client cancels his arrangements, or does not take the flight booked, or does not arrive at his hotel on the expected date, or does not pay the balance of the travel price by the prescribed time, the Company (or supplier) may cancel the booking whereupon the Client will be liable to pay to the Company (or supplier) cancellation charges in accordance with the following scale:

Period before departure within which written cancellation is received	Cancellation charges as % of total price
More than 50 days	10%
49-31 days	50%
Less than 30 days	100%

NB. Certain special fare air tickets and other services, such as hotel bookings during exhibition and other busy periods, are subject to different cancellation charges, in which case the Client will be informed at the time of booking, or it will be made clear in the brochure or web site. All cancellations from Clients must be sent in writing to the Company by recorded delivery and are only effective from the date of receipt.

6. If the Company consents in writing to a Client’s request for any amendment of a confirmed booking, the following scale of alteration charges will apply:

Alteration made more than
50 days before	£25
49-31 days	10% of the total travel cost
30-15 days	25% of the total travel cost
14-1 day	50% of the total travel cost
Day of departure	100% of the total travel cost

NB. Certain special fare air tickets and other services, such as hotel bookings during exhibition and other busy periods, are subject to different cancellation charges, in which case the Client will be informed at the time of booking, or it will be made clear in the brochure or web site. All cancellations from Clients must be sent in writing to the Company by recorded delivery and are only effective from the date of receipt.

7. Sub-clauses (a) – (e) below apply in respect of travel. Sub-clauses (f) applies in respect of other travel arrangements.

7. (a) Subject to clauses 8. (c) and 8. (d) below where the Client does not suffer personal injury or death, the Company accepts liability should any part of the Travel arrangements which the Client books with the Company not be supplied as described, and not be of a standard considered reasonable for the country being visited, in such a case, the Company will pay the Client reasonable compensation.

7. (b) Subject to clauses 8. (c) and 8. (d) below where the Client suffers personal injury or death as a result of an activity forming part of the travel arrangements, the Company accepts limited responsibility.

7. (c) The Company’s acceptances of liability in Clauses 7. (a) and 7. (b) do not apply where there has been no fault on the part of the Company or its suppliers and the cause of the deficient travel arrangements or death or personal injury is the Client’s own fault, the actions of someone unconnected with the Client’s travel arrangements or one which the Company or its suppliers could not have anticipated or avoided, even with the exercise of all due care. Further the Company’s acceptance of liability is subject to assignment by the Client to the Company of all the Client’s rights against any agent or supplier of the Company, or any sub-contractor to such agent or supplier, who is in any way responsible for the deficient travel arrangements or for the Client’s death or personal injury.

7. (d) The Company’s acceptance of liability to pay compensation pursuant to Clauses 7. (a) and 7. (b) is limited is limited in accordance with international conventions governing air, sea, rail and road transport, copies of which are available for purchase through the International Civil Aviation Organisation on +44 (0)161 499 0023 or for download at http://www.jus.uio.no/lm/air.carriage.unification.convention.montreal.1999/doc. Additionally, the Company’s products offered for sale are provided by carriers, hotel keepers, car hire companies and other parties who have their own booking conditions of carriage and business and over whom we may have no direct control. Their booking conditions may strictly limit the circumstances in which compensation is payable to you by them and you agree to be bound by their booking conditions. Copies of their booking conditions are available on request. Please allow at least 28 days for the provision of such information.

Our liability is limited to a maximum of twice the price of the services that you have booked attributable to the person affected even if the actual loss you suffer is more than that. This maximum applies where everything possible has gone wrong and you prove that no benefit or enjoyment has been obtained.

7. (e) Where the Client suffers any accidental illness, personal injury or death as a result of any activity not part of the travel arrangements made by the Company, the Company shall provide prompt advice and assistance. Where the personal injury, illness or death is the responsibility of a third party, excluding any supplier of any component part of the travel arrangements booked with the Company, the Company’s advice and assistance will include financial assistance, at the Company’s discretion and where appropriate, up to a maximum of £1,000 for the Client and any other person in the Client’s party, to assist with the bringing of legal proceedings against such third party and you must repay this if you are successful in any claim against the person responsible. You must notify us in writing of the steps that you intend to take against the person responsible within 90 days of the relevant occurrence and obtain our written approval which will not be unreasonably withheld.

7. (f) As regards other travel arrangements, the Company acts only as a booking agent and has no liability whatsoever for any aspect of the arrangements made, and, in particular, has no liability for any death, personal injury or loss of whatever nature the Client may suffer.

8. Quotations, information and timetables provided by the Company to the Client are compiled in good faith, and are based on schedules, tariffs, prices, advance information and current exchange rates. Prices of travel are subject to change without notice until a confirmation as been issued by the Company to the Client. The prices of other travel arrangements, and the prices of travel after confirmation, are subject to change only in accordance with the terms of clause 9.

9. The price of other travel arrangements is subject at any time. The price of travel is subject to surcharges on the following items for increases in: transportation costs, e.g. fuel, scheduled airfares, and any other airline surcharges which are part of the contract between airlines (and their agents) and the Company. Government action such as increases in VAT or any other Government imposed increases, currency in relation to adverse exchange rate variations. In the case of favourable currency fluctuations the Company reserves the right to keep prices the same.

Where surcharges are applied, the Company will absorb an amount equivalent to 2% of the travel price which excludes any amendment charges. Only amounts in excess of 2% will be surcharged but where a surcharge is payable there will be an administration charge of £1 together with an amount to cover agent’s commission. In no event will a surcharge be imposed within 10 days of departure.

If a surcharge on travel means paying more than 20% of the travel price the Client will be entitled to cancel his travel with a full refund of all money paid, except for any amendment charges and any money Company has paid out to its suppliers an has been unable to obtain a refund. Should the Client decide to cancel because of this, he must exercise his right to do so within 14 days from the issue date printed on the surcharge invoice. The exchange rates used to calculate prices are taken from www.xe.com .

10. At the time of going to press a visa is required to enter certain countries featured by the Company. Confirmation of the Clients booking dos not guarantee the granting of such a visa nor does the visa, if granted, guarantee entry to the country concerned. The grant of a visa and/or permission to enter a country are exclusively within the domain of the relevant authority and are not matters for which the Company has, or accepts, any contractual responsibilities or liabilities. It is the Client’s responsibility to make the necessary applications and to comply with any rules or regulations governing entry to a relevant country. If a visa is not obtained by the Client, cancellation charges in accordance with the scale set out in Clause 5. will apply. In addition, the Company will not accept liability or consider a refund in cases when the Client is unable to travel due to an invalid or mislaid visa or passport.

11. As a condition of booking, it is the Client’s responsibility to take out travel insurance and to make sure they have adequate cover.

12. As between the Client and airlines, railways, coach or shipping companies, the conditions of carriage of the relevant airline, railway, coach or shipping company will apply. Some of these conditions of carriage may limit or exclude liability and are often the subject of international agreements between countries. Copies of these conditions, where applicable, may be available for inspection at the offices of the Company or at the carrier concerned.

13. Flight times are provided by airlines ad are subject to air traffic control measures. All methods of transportation are subject to weather conditions and the need for constant maintenance, and the ability of passengers to check in on time. While the vast majority of methods of transportation do depart on time, delays can occur and there is no guarantee that flights, ferries, ships, trains or coaches will depart at the time stated by the Company to the Client or on the ticket sent to the Client. The timings are estimates only and the Company dos not have any liability to you for any delay which may arise. Where such delays arise the Company will not be liable for additional refreshments or appropriate meals, although in the cases of international flights the carrier, where possible, may provide refreshments and take further appropriate action. We suggest you check your travel insurance for possible cover for these events.

14. The information the Company provides is based on the information provided by the hotels, air, cruise and other travel products displayed in the brochure or on our web-site. For this reason the suppliers remain responsible for the correctness of this information. We therefore cannot guarantee that all the information is accurate and faultless, nor can we be held responsible for errors or inaccuracies in the supplied information. You should always check the provided information, before acting on the basis of the supplied information. Inclusion or offering for sale any of the products or services in this brochure, or web site does not constitute any endorsement or recommendation of such products or services by the Company. The Company and its suppliers hereby disclaim all warranties, terms and conditions with regard to this information, products and services including all applied warranties, and conditions, of suitable quality, fitness for purpose.

15. The Company reserves the right in its absolute discretion to terminate the travel arrangements of any Client whose behaviour is such that it is likely in the opinion of the Company to cause distress, damage, annoyance or danger to the employees or property of the Company or any third party.

If a Client is prevented from travelling on an aircraft, or staying in a hotel, because in the opinion of any person in authority at the airport or hotel (including, for example, the police, pilot, hotel manager, or security personnel) the Client appears by reason of intoxicating liquor, or misuse of drugs, or for any other reason, either to be unfit to travel or likely to cause discomfort or disturbance to other passengers or hotel guests, the Company responsibility for the Client’s journey or travel, including any return flight, or other travel services arranged, thereupon ceases. Full cancellation charges then apply and no refunds will be given. Furthermore the Company is then under no obligation whatsoever for compensation or costs the Client may incur in respect of, or as a result of, alternative arrangements the Client may make.

16. No claim will be entertained by the Company arising from the loss or confiscation of items from the Client by any authority, whether arising from a breach of laws or regulations of the relevant country, or otherwise.

17. In the unlikely event that the client has complaints about the accommodation or any other service provided by the Company, this should be reported to the relevant supplier so that steps can be taken to resolve the matter locally. Further, written evidence of any complaint should be obtained in the resort. Failure to comply with these requirements will substantially affect the client’s legal rights. In particular, any entitlement which the Client would otherwise have to compensation may be extinguished or reduced. On return home the Client should follow up the complaint within 28 days of arrival, stating clearly all relevant travel details to enable the Company to identify and fully respond to the Client‘s complaint. The Company will not consider any claims outside this period.

18. Although most travel, including travel to international destinations, is completed without incident, travel to certain destinations may involve greater risk than others. The Company urges passengers to review any travel prohibitions, warnings, announcements and advisories issued by The Foreign and Commonwealth Office Travel Advice Unit prior to booking travel to international destinations. Information on conditions in various countries and the level of risk associated with travel to particular international destinations can be found on the FCO's website currently located at http://www.fco.gov.uk/travel; or BBC Ceefax. Online medical advice for travelers can be found at the Department of Health's website currently located at http://www.doh.gov.uk. Otherwise, for medical advice regarding your journey, please contact your GP or the Department of Health. By offering for sale a particular international destination the Company does not represent or warrant that travel to such points is advisable or without risk and, is not liable for damages or losses that may result from travel to such destinations.

19. The Client agrees that in any action arising out of, or in connection with, this contract, English Law will govern and exclusive jurisdiction is conferred on English Courts, subject only to the permissible arbitration set out above.