Terms and Conditions

General terms

1. Definitions

   In these Terms and Conditions, each of the following capitalized terms or expression shall have the meaning set out below.

   "Agreement"refers to an indivisible whole consisting of: (i) your Subscription Plan (including Additional Options), (ii) these Terms; (iii) the applicable SLA; (iv) the Privacy Policy; (v) any other document referenced herein (i.e. our Documentation).

   "Additional Options"means all optional features and/or add-ons provided by ITTYBIT as part of the Services.

   "ITTYBIT or "We" or "Us"refers to the company Ittybit Ltd (trade name "Ittybit" or "ittybit.com"), a private limited company registered in England and Wales with company number 13198590, whose registered office is Ittybit Ltd, 86-90 Paul St, London EC2A 4NE (United Kingdom). ITTYBIT is the provider of the Services.

   "Ittybit Materials"means all intellectual property rights hold by ITTYBIT, which might be for example copyrighted material, trademarks, service marks and other proprietary information, such as video, API, software, tools, documentation, logos, designs, trade secrets, and any derivative works, modifications, or enhancements of the foregoing, including any feedback that may be incorporated.

   "Calendar Month"means one of the 12 full months named in the calendar. Each Calendar Month begins from the first day in one month at 00:01 to the day before the first day of the following month at 00:00.

   "Content(s)"means all videos, audio (for example music and other sounds), graphics, photos, text (such as comments and scripts), branding (including trade names, trademarks, service marks, or logos), interactive features, software, and other materials which You may provide to Us within the use of Services.

   "Documentation"means any documents, guides, references and, more broadly, all information provided by Us related to the use of the Services. Our Documentation is available at https://ittybit.com/docs.

   "End Users"means all persons authorised by the Subscriber to access the Contents.

   "Fees"means the sums charged by ITTYBIT to Subscribers for the provision of Services.

   "GDPR"means the European union regulation (EU) 2016/679 of the European parliament and of the council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing directive 95/46/ec (General Data Protection Regulation).

   "Laws and regulations"refers to all laws, regulation and legislation of any kind in force to which: (i) a Party is subject; (ii) and/or in force in the country in which the Services are provided to; (iii) and/or in the country You have your head office.

   "License"means the worldwide, non-exclusive, revocable, non-sublicensable, and non-transferable license to access and use the Services during the term of the Agreement. The License is granted by ITTYBIT to Subscribers under the terms of the Agreement.

   "Login Credentials"means your username and password created as part of the account creation procedure, which are necessary for you to access the Services.

   "Personal Data"means any information relating to an identified or identifiable natural person as defined by article 4 of GDPR. An identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

   "User Account"means your individual user account from which You can access Services.

   "Party" or "Parties"refers to the Subscriber and/or ITTYBIT.

   "Pricing" or "Pricing Terms"means the pricing terms of Services available at https://ittybit.com/pricing. Pricing Terms are based on encoding, hosting and delivery criteria calculated for each minute of video imported or streamed as part of the Service.

   "Services" or "Ittybit Services"means the Services provided by ITTYBIT under the terms of the Agreement, including without limitation all contents, documentations, programs, materials, services and data analytics provided by ITTYBIT.

   "SLA"means the Service Level Agreement applicable to the Services as described in our SLA. The SLA sets out the terms and conditions under which ITTYBIT shall host and maintain the Services. By default, You will have access to our Starter Offer but You may choose one of our Premium Offers.

   "Subscriber" or "You"means any person, company, organization or government ("Legal Entity") which subscribe to the Services provided by ITTYBIT under the terms of the Agreement.

   "Subscription"refers to the registration, by the Subscriber, of a Personal Account on Our Website, including the selection of Subscription Plan and SLA.

   "Subscription Plan"means the Services You subscribed, their costs, and other specific conditions and/or Additional Options, which are subject to these Terms.

   "Territory"means the country from which You use the Services.

   "User"means the person who has access to the User Account on behalf of the Legal Entity (such as employees, contractors and service providers)

   "Website"means our website available at https://ittybit.com/.

2. Scope

   1. This document defines the terms and conditions ("Terms") under which ITTYBIT provides the Services to the Subscribers.

   2. Agreement. Any Subscription and use of the Services is subject to the acceptance without reservation of these Terms and all other legal policies incorporated herein by reference thereto (Agreement). In the event of any conflict between the following documents, the order of precedence between them shall be: (i) Your Subscription Plan (including Additional Options); (ii) these Terms, (iii) our Privacy Policy; (iv) our SLA; (v) and any other documents expressly incorporated herein by reference thereto.

   3. Subscriber's Declarations. You declare to ITTYBIT: (i) You are fully aware of these Terms and all other documents expressly incorporated by reference herein; (ii) You have the legal capacity to subscribe to the Services and therefore waives the rights arising from any other document; (iii) if You contract on behalf of a Legal Entity, that You agree to represent this Legal Entity and declare having the power to bind the said Legal Entity regarding these Terms; (iv) You subscribe to and use the Services for a professional/business use only.

   4. Amendments. The applicable Terms are those in force on the date of your Subscription. We reserve the right to amend these Terms and/or any document incorporated by reference at any time. In such case: (i) We will inform You within a reasonable notice; (ii) any amendment shall become effective at the expiration of the then-current Monthly Period following notice of such change; (iii) You may then terminate the Agreement at the end of your Monthly Period under the provisions of Section 7 "Termination".

   5. Clarifications. We may be required to establish terms and conditions by category, which depart from these Terms, according to the categories of professional customer (i.e. Custom Enterprise Solutions).

3. Subscription and duration

   1. Online Subscription. Any use of ITTYBIT Services is subject to an online Subscription procedure on our Website. During the Subscription procedure, you shall provide Us with Personal Data, Login Credentials, and accept these Terms. You agree to: (i) only provide accurate and current information about yourself and the Legal Entity You represent; (ii) maintain the security of your Login Credentials and not to share them with any third party; (iii) promptly update the email address associated with your User Account to keep it accurate so that We can contact You at any time. By providing Us your email address You consent to our use of it to send You Service-related notices, including any notices required by law.

   2. Subscription Plan. You will then access your User Account and benefit from the free trial version (hereinafter referred to as "Free Trial Plan") or upgrade to our pay-as-you-go Subscription Plan (hereinafter referred to as "Pay-As-You Go Plan").

   3. Term. The Agreement is effective upon the date of the confirmation by ITTYBIT of your Subscription by email (hereinafter referred to as "Effective Date") and shall continue for successive terms of one (1) Calendar Month (hereinafter referred to as "Monthly Periods") from the first day of the Calendar Month following that of your Subscription, unless You has notified in writing at least ONE (1) calendar day prior to the expiration of the then-current Monthly Period your intention to terminate the Agreement. Each Party can hereby terminate the Agreement under the provision set forth in Section 7 "Termination".

4. Obligations of contracting parties

   1. ITTYBIT undertakings. ITTYBIT will provide You the Services selected on your Subscription Plan and will use its best efforts to ensure the provision of the Services in accordance with the terms of the Agreement. ITTYBIT reserves the right to suspend the Services if You breach any of the provisions of the Agreement.

   2. Test Mode. The Test Mode enables You to build and test your integration before adding billing information. We provide You a free of charge License to upload media, which will be limited to thirty (30) seconds duration, watermarked, and automatically (and permanently) deleted after twenty-four (24) hours. You acknowledge and accept that You are entitled to subscribe to one Test Mode account per Legal Entity.

   3. Pay-As-You-Go Plan - Access. Within the framework of the Pay-As-You-Go Plan, We provide You a pay-as-you-go License to upload, transform, and deliver to End Users the Contents as described in our Documentation.

   4. Additional Options. You can select Additional Options to customize the Service as specified in our Website and Documentation. Each Additional Option is subscribed for a period of one (1) Calendar Month and shall continue for successive one (1) Calendar Month periods.

   5. Subscriber's undertakings. By subscribing the Services, You acknowledge and accept : (i) to use the Services accordingly to the Agreement and our Documentation; (ii) to be fully responsible for all uses of your User Account, including the acts or omissions of each User on your User Account and/or any other person accessing or using the Services through or in connection with your User Account; (iii) to notify Us immediately of any breach of security or unauthorized use that You have known. We will not be liable for any losses caused by any unauthorized use of your User Account; (iv) You will not ask any other service provider than ITTYBIT, either permanently or occasionally, for any maintenance and/or correction operation of the Services.

   6. Prohibited uses. By using the Services, You agree not to: (i) use the Services for any illegal purpose or in violation of any local, state, national or international Laws and Regulations; (ii) attempt to bypass user authentication or try any unauthorized access to any Services or any of our systems or networks; (iii) make the Services available to anyone else than You, especially by sharing your Login Credentials to any other person or Legal Entity; (iv) use any robot, spider, other automatic device, or manual process to monitor or copy ITTYBIT's web pages, systems or the content contained in them; (v) use any device, software or routine to interfere with the proper working of the ITTYBIT Services; (vi) upload invalid data, viruses, worms, or other software agents through the ITTYBIT system; (vii) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; (viii) collect any personally identifiable information, including account names, from ITTYBIT system; (ix) sell, resell, license, sublicense, distribute, make available, rent or lease the Services; (x) compile, decompile, disassemble, translate, analyze, arrange the Services; (xi) modify, adapt, correct, in any way whatsoever the Services or merge all or part of the Services into other computer programs; (xii) attempt to access the Services by any means, technology or tools other than those provided or authorized by Us; (xiii) copy the Service or any part of it, any feature, function or user interface of the Service; (xiv) interfere with or disrupt the integrity or performance of the Service or any third party data contained therein; (xv) develop any competitive product or service; (xvi) have any maintenance and/or correction of the Services carried out (permanently or occasionally) by any service provider other than ITTYBIT.

   7. Prohibited Content. You agree not to post Content that (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to You or any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) contains any information or content that we deem to be unlawful, harmful, abusive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (iv) contains any illegal information or Content; (v) contains any information or Content that You do not have right to make available under any law or under contractual relationships, (vi) contains any information or Content that You know is not correct; (vii) may infringe the rights of any other person.

5. Fees and payments

   1. Prices. You agree to pay the Fees set forth in your Subscription Plan (including your Success Plan, SLA and Additional Options) according to our Pricing Terms available at https://ittybit.com/pricing. We may update our Pricing and payment terms at any time. In this case: (i) We will inform You with reasonable notice; (ii) any change in our Pricing or payment terms shall become effective at the expiration of the then-current Monthly Period following notice of such change. All amounts payable under the Agreement are stated in dollars without tax. You remain liable for all taxes applicable on the invoicing date.

   2. Billing (Pay-As-You-Go Plan). Your Subscription Plan will be billed monthly starting on the first of the Calendar Month following that of your Subscription. Billing occurs on the first (1st) day of every Calendar Month/Monthly Period at 00:00 UTC, and represents the usage consumed in the Calendar Month/ Monthly Period that ended as part of the Pay-As-You-Go Plan. In addition, as soon as your current monthly consumption of the Services represents a sum of $500 (or more) during any of the three first months of your Subscription Plan, you will receive a dedicated invoice payable immediately. Each of these invoices will be deducted from your monthly billing.

   3. Pricing calculation (Pay-As-You-Go Plan).

   • Per minute billing. We charge our Fees by the minute for hosting and delivering your Content within the Services.
   • Encoding is free of charge whatever the number of minutes.
   • Hosting. Each minute of video hosted or live stream recorded will consume one minute of hosting. Each day, at 0:00 UTC, We will aggregate the duration in seconds of all videos, and recorded live streams you sent to ITTYBIT the previous day. Total day duration in seconds is then converted into minutes rounded up to the next whole minute.
   • Delivery. Each minute of video and/or stream delivered and made available for viewing will consume one minute of Delivery. Calculation of minutes delivered is based on the exact number of segments delivered to a video player. Segment duration is 4 seconds per segment for VOD and 2 seconds for Live. Total day duration in seconds is then converted into minutes rounded up to the next whole minute.

   4. Billing (Additional Options). Any Additional Option will be invoiced monthly in advance. When You first sign-up to an Additional Option, You will receive a bill, due immediately, for the prorated amount as per the remaining period of the Calendar Month in which you signed up. Following billing occurs on the 1st day of every Calendar Month/Monthly Period at 00:00 UTC and represents the access in the Calendar Month/Monthly Period that started.

   5. Upgrade/Downgrade. You will always have the option to upgrade to a higher tier. You will also have the option to downgrade to a lower subscription during a Monthly Period, but your downgrade will not be effective until the end of that Monthly Period and you will still be charged for that entire Monthly Period at the higher tier (including any applicable additional charges for the higher tier).

   6. Taxes and other expenses. Our Fees are exclusive of any applicable sales or added-value tax. You shall pay any taxes directly or to Us, as required by applicable Laws and Regulations. If You are exempt from paying taxes, You shall provide Us with a valid tax exemption certificate via email to support@ittybit.com . There may be instances where you incur additional charges from your bank or credit card provider based on currency conversion rates used and/or additional fees assessed. We assume no responsibility for the payment of bank or any other third-party service fees or charges.

   7. Payment terms. Our invoices are payable on receipt. You shall provide Us with current payment information and change them promptly if necessary.

   8. Late Payments. If you do not pay on time, We will send You a late payment notice within fifteen (15) days by email. In the event of late payment and payment of sums due beyond the time limit stated above: (i) late penalties corresponding to the interest rate applied by the Bank of England to its most recent refinancing operation, increased by TEN (10) percent of the price appearing on said invoice per calendar day of delay, will be due to Us, automatically and without the necessity of any formality or prior formal notice; (ii) We may suspend your access to the Services and/or terminate the Agreement; (iii) set compensation for collection costs, in the amount of FIFTY (50) pounds sterling will be due (or equivalent in your local currency at prevailing exchange rates), by law and without prior notification. We reserve the right to ask You for additional compensation if the collection costs actually incurred exceed this amount, upon presentation of supporting documents.

   9. Termination of your Subscription. When terminating the Agreement, all the overage charges will be billed the day of your termination. Our Fees are not refundable.

   10. Payment Disputes. Payments are non-refundable and non-creditable and payment obligations non-cancellable. If You dispute an invoiced amount in good faith, You shall give Us written notice with detailed support of the dispute within thirty (30) business days from the date of the invoice. If You fail to do so, You waive your right to dispute that invoice, and the invoice will be deemed accurate and valid. This section does not waive your obligation to pay all undisputed fees.

6. Intellectual property

   1. License to use the Service. Subject to compliance to the Agreement and the full payment of applicable Fees, ITTYBIT hereby grants You a worldwide, non-exclusive, revocable, non-sublicensable, and non-transferable License to access and use the Services during the term of the Agreement as per your Subscription Plan. The License is granted for internal business purposes and within and subject to your Subscription Plan. You may not use the Services for any purpose, function, or feature not described in the Agreement and our Documentation.

   2. License granted on your Contents. All your Contents are and remain your exclusive property. You hereby grant to Us and our subcontractors a non-exclusive, worldwide, sub-licensable and royalty-free license to host, cache, copy and display your Contents for the purpose and during the term of the Agreement. The license granted includes, where necessary, the right for Us to grant a sub-license Content for the purposes of the provision of the Services.

   3. Access to the Contents. By publishing your Contents via the Service, You are fully aware that you are communicating your Content to the End Users via the Internet network and that You thereby grant End Users a license for the purposes of representing it by (live)streaming.

   4. References. You hereby grant Us a royalty-free, non-exclusive, sub-licensable and worldwide license to use the Legal Entity name, brand, graphic charter and logo, taken separately or together, or as part of any other word or name (hereinafter referred to as "Identification Elements"), for the purpose to announce, on our media (i.e. our Website, mobile application, paper or digital flyer, communication campaign on any medium, press articles, television reports, social networks, commercial prospecting documents), the existence of this Agreement.

   5. Contents. You shall be solely responsible for your Contents and Identification Elements and warrant to Us that: (i) your Contents and/or Identification Elements does not infringe any applicable Laws and Regulations, nor any third party right; (ii) You hold all the necessary rights for the use and license of your Contents and/or your Identification Elements; (iii) you don't exceed any right that may have been granted to Us on all or part of your Contents and/or your Identification Elements. You declare and guarantee to ITTYBIT that you own all rights on the Contents uploaded or streamed to the Services. You are responsible for Your Content, including for ensuring that it does not violate any applicable Law and Regulations or any provision of the Agreement.

   6. Exclusivity. You acknowledge and accept that ITTYBIT has the sole right to carry out any correction/maintenance operation of any kind on the Services.

   7. Warranties. You shall hold ITTYBIT, its agents, successors and assigns, harmless from and against any claim, cost, or expense asserted or initiated by a third party arising out of or relating to your Content and/or your Identification Elements in connection with alleged or actual infringement of any rights belonging to a third party. You agree to bear all costs including any financial convictions as well as settlement made in connection with the alleged infringement, attorney's fees and any other legal fees that may be incurred by ITTYBIT, its agents, officers, employees, successors and assigns, as a consequence thereof. Notwithstanding anything to the contrary contained in the Agreement, no limitation of Your liability shall apply for any damages, losses or liabilities incurred by ITTYBIT, its agents, officers, employees, successors and assigns as a result of any claim or action by a third party as described here above.

7. Termination

   1. Termination for convenience. You may terminate the Agreement by sending Us an email to the following address: support@ittybit.com . We may terminate the Agreement at any time upon a thirty (30) days' notice sent by email at the address You provided on your User Account. Each termination demand will be effective at the end of the current Monthly Period.

   2. Termination for breach. We may also terminate or suspend the Agreement and your access to the Service immediately or with a fifteen (15) days prior notice if You breach any of the terms or conditions of this Agreement.

   3. Consequences of Termination. Termination will take effect immediately and will result in the deactivation of your User Account and the removal of all Contents attached to it. We inform You that: (i) canceled User Accounts cannot be restored after a fourteen (14)-day period; (ii) We may retain residual account information and Personal Data in our backup and/or archival copies accordingly to our Privacy Policy. Upon termination or expiration of this Agreement for any reason: (i) all rights and obligations of both Parties, including License granted hereunder, shall terminate within fourteen (14) days after the effective date of termination; (ii) We shall discontinue all use of your Contents and may destroy all copies in our possession; (iii) You shall destroy and remove from all websites, applications, computers, hard drives, networks, and other storage media all copies of the ITTYBIT Materials, API Documentation and Service (other than the analytics data We may have provide You during the Agreement) and You shall stop using all aspects of the Services. Such termination may result in the loss of all information and Contents associated with your Personal Account.

   4. Survival. All Sections which expressly or by their nature survive to termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason.

8. Warranties and liabilities

   1. Limited Warranty. The Services will be performed in a professional manner and substantially in accordance with the Documentation under normal use and circumstances. In the event of a breach by ITTYBIT, your sole remedy and our sole obligation will be for Us to make reasonable commercial efforts to correct the non-conformity or, if We are unable to correct the non-conformity, We may allow You to terminate the Agreement without notice.

   2. Disclaimers. The Services are provided "as is" and as available. We make no other warranties, representations, or conditions, whether written, oral, express, implied or statutory, including any implied warranties of merchantability, title, non-infringement, or fitness for a particular purpose, with respect to the use, misuse, or inability to use the Services (in whole or in part) or any other products or services licensed or provided to You by Us.

      ITTYBIT shall not be liable in any way for: (i) use of the services by the subscriber and/or end users in a manner not expressly authorised by the agreement; (ii) modification by the subscriber and/or an end user of all or part of the services not made or authorised by ITTYBIT; (iii) use of all or part of the services by the subscriber and/or end users when ITTYBIT had recommended suspending its use; (iv) use of the services by the subscriber and/or end users in an environment or configuration that does not comply with the technical requirements or documentation, or in connection with third party programs or data not expressly approved by ITTYBIT; (v) the occurrence of any damage resulting from a fault or negligence on the part of the subscriber, or which the subscriber could have avoided by seeking advice from ITTYBIT, provided that the subscriber was able to seek such advice; (vi) the use in connection with the services of programs not supplied or endorsed by ITTYBIT and likely to affect the services.

   3. Limitation of liability. To the extent permitted by the law, in the event that the liability of one of the parties is retained, in no event will either party's aggregate liability arising out of or related to this agreement, whether in contract, tort or under any other theory of liability, exceed the total amount paid by the subscriber in the twelve (12) months preceding the incident giving rise to the liability. The foregoing limitations will not apply to subscriber's payment obligations. in accordance with regulations, neither party may claim to limit its liability for personal injury, as well as any damage caused by fraud or gross negligence.

   4. Exclusion of consequential and related damages. Each of the parties shall only be liable towards the other for direct damage that it may cause in the context of operations concluded hereunder, and excludes the compensation of indirect damage as defined by laws and regulations and/or the case law of the english courts, even if the occurrence of such damage has been evoked by the parties. To the extent permitted by the law, in no event will either party have any liability to the other party for any lost profits, revenues, data, orders, customers, or for any consequential, incidental, indirect, special, cover or punitive damages, however caused, whether in contract, tort or under any other theory of liability, and whether the party has been advised of the possibility of such damages.

9. Data privacy

   1. Each Party shall comply with all Data Protection Laws and Regulations in force during the performance of the Agreement. We process your Personal Data in accordance with our Privacy Policy.

   2. Each Party, which acts as data controller with regard to Personal Data relating to the other Party. The Personal Data collected from Subscriber will be used by ITTYBIT for processing the Agreement and, in general, to manage the commercial, administrative, and legal relationship with the Subscriber.

   3. With regard to specific categories of Personal Data, You shall act as data controller and ITTYBIT as data processor within the provision of GDPR. The conditions under which the Parties shall process these Personal Data within the performance of the Agreement are set out in the DPA.

10. General provisions

    1. Declaration. The Agreement, as well as the Pricing, are expressly approved and accepted by the Subscriber, which declares and acknowledges having understood it perfectly and, as such, waives availing itself of any document to the contrary and, notably, its own terms and conditions of purchase.

    2. Assignment. You shall notify ITTYBIT of any proposed change of control, not less than thirty (30) days prior to the effective date of the proposed Change of Control. For any proposed Change of Control, ITTYBIT, in its sole discretion, may choose to (i) terminate this Agreement or (ii) continue its obligations under this Agreement, provided that the third-party purchaser agrees with ITTYBIT to assume and be fully bound by all the Subscriber's obligations and liabilities under this Agreement. ITTYBIT may at any time assign all or part of the Agreement in any form whatsoever to any entity provided the other Party is informed as soon as possible.

    3. Severability. If one or more of the provisions of this Agreement are deemed to be invalid or declared as such in application of a law or regulation or following the final decision of a competent court, the other provisions will retain their full force and scope.

    4. Non waiver. The fact that either of the Parties fails to avail itself of a breach committed by the other Party, of any one of its obligations under this Agreement, shall not be construed for the future as a waiver of the obligation or the rights in question.

    5. Good faith. Each Party undertakes to act in good faith and always deal fairly with the other, and in particular to inform the other Party without delay of any dispute or difficulty that it may encounter in the course of the performance of this Agreement.

    6. Information. The Parties represent and acknowledge that the negotiations that preceded the signing of this Agreement were conducted in good faith and that they received, during the pre-contract negotiation phase, all the information necessary and useful to enable them to commit in full knowledge of the facts and that they provided each other with all information liable to determine their consent of which they may legitimately not have been aware of.

    7. Independent contractors. The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Each Party shall, unless expressly otherwise agreed hereunder, bear their own costs and expenses connected with such Party's activities and performance under this Agreement.

    8. Governing law. This Contract shall be governed by and interpreted in accordance with English Law and shall be subject to the exclusive jurisdiction of the Courts of England and Wales. This applies to both the substantive and procedural rules.

    9. Amicable procedure. In the event of a dispute relating to interpretation or execution of the Agreement, the Parties will seek, before any litigation action, amicable resolution and will provide each other all necessary elements and information for this purpose.

    10. Competent jurisdiction. In the event of any dispute arising from the services referred to in the agreement and concerning the interpretation and/or the performance and/or the validity of the agreement and all subsequent related matters, the courts of England and Wales will have sole jurisdiction. This clause applies even in the case of summary proceedings, a related request, multiple defendants or a guarantee claim, and regardless of the manner and conditions of payment, without the clauses assigning jurisdiction that may exist in the documents of the subscriber being able to present an obstacle to application of this clause.