Terms & Conditions
WHO WE ARE
Trelonk Limited (“Trelonk”, “us” or “we”) is the operator of www.trelonkwellbeing.com (the “Site) and the vendor of all products there listed. We sell a range of aromatherapeutic oils and other cosmetic oil products through the digital platform of the Site. We also sell a range of non-cosmetic accessories and hardware related to the oils. We are registered in England and Wales under the company registration number 11551903. Our registered office is at 15-19 Westgate Street, Launceston, Cornwall. Our VAT number is GB326678472.
WHY YOU SHOULD READ THESE TERMS
Please read these Terms carefully before you submit your Order to us. These Terms tell you who we are, how we will provide products and services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think there is a mistake in these terms, please contact us at firstname.lastname@example.org. If you do not agree to these Terms, then you are not authorised to purchase any products from Trelonk Wellbeing and you must promptly cease using this Site.
HOW TO CONTACT US
You can contact us writing to us at email@example.com.
HOW WE MAY CONTACT YOU
If we have to contact you, we will do so by writing to you at the email address or postal address you provided to us in your Order. Whenever we use the words “writing” or “written” in these terms, this will include by email.
BASIS OF SALE OF PRODUCTS
These terms and conditions will apply to all trade carried out between the customer and our company, overriding all other terms or conditions inconsistent therewith, either explicit, implicit or otherwise.
No change to these conditions shall be binding unless it is settled in writing between the customer and the established representatives of our company.
If you wish to purchase any product or service made available through the Site (each such purchase, an “Order“), you may be asked to supply certain information relevant to your Transaction including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. You represent and warrant that you have the legal right to use any credit card(s) or other payment method(s) utilised in connection with any transaction. By submitting such information to Trelonk, you grant to Trelonk the right to provide it to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction.
The images of any products on our Site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your device’s display of the colours accurately reflects the exact colour of the products. Therefore, your Product may vary slightly from those images and in some cases the packaging of products may vary from that shown in images on our Site.
All descriptions, images, references, features, content, specifications, products, prices of products and services described or depicted on the Site are subject to change at any time without notice. Certain weights, measures, and other descriptions are approximate and are provided for convenience purposes only. The inclusion of any products or services on the Site does not imply or warrant that these products or services will be available. It is your responsibility to ascertain and obey all applicable local and international laws (including minimum age requirements) in regard to the receipt, possession, use, and sale of any item purchased from this Site. By placing an order, you represent that the products ordered will be used only in a lawful manner.
PRICING AND PRICING ERRORS
The price of the product (which includes VAT) will be the price indicated on the order pages when you place your order. Whilst we use our best efforts to ensure that the price of the product advised to you is correct, it is always possible that despite our best efforts, some products may be incorrectly priced. We normally check prices before accepting orders so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your further instructions on how you wish to proceed before we accept your Order. Where we have already accepted and processed your Order, in the event of an obvious and unmistakeable error that could reasonably have been recognised by you as a mispricing, we may elect to end the Contract, refund you any sums you have paid and require the return of any products already provided to you.
Please note that if the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect. Trelonk reserves the right, with or without prior notice, to do any one or more of the following: (i) limit the available quantity of or discontinue any product or service; (ii) impose conditions on the honouring of any coupon, coupon code, promotional code, or other similar promotion; (iii) bar any user from making or completing any or all Transaction(s); and (iv) refuse to provide any user with any product or service.
You agree that by placing an order on the Site, you are entering into a binding contract with Trelonk and agree to pay all charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges are incurred including, without limitation, all shipping and handling charges. The costs of delivery will be as displayed to you on our Site.
HOW WE WILL ACCEPT YOUR ORDER
After placing your Order, the first email you will receive from us will be us confirming to you that we have received your Order. If you have chosen to subscribe to updates about products, promotions and events from Trelonk you will receive a confirmation of this. We will send you this first email as soon as possible after you place your Order. Please note that all Orders are subject to further confirmation from us that we have accepted your Order in part or in full, and we will do this by sending you a second email confirming which Products have been dispatched (“Dispatch Confirmation”). A legally binding contract (“Contract”) between us will only be formed when we send you the Dispatch Confirmation (or, in the unlikely event that a Dispatch Confirmation is not sent due to a processing error, when we dispatch the Products to you) and only for those items we have confirmed in the Dispatch Confirmation. You may also receive dispatch confirmation or order updates from third-party couriers. In some circumstances and at any time, we may choose to reject your Order in whole or in part. Where we do this, no Contact will be formed and we will not be liable for any losses that you or any other person may incur. If at any point you require any information concerning your Order please email us at firstname.lastname@example.org.
IF WE CANNOT ACCEPT YOUR ORDER
Where we have exercised our right to reject any offer or part of it purchased by you, or where we are unable to accept your Order or part of it, we will endeavor to inform you of this and will not charge you for any unavailable Order or Products. We might do this because an item you have ordered is out of stock, where it is necessary for legal or regulatory reasons, where we are unable to meet a delivery deadline you have specified, if we have identified a Product or pricing error, if we are unable to obtain authorisation for your payment, because of unexpected limits on our resources which we could not reasonably plan for, where placing your Order or a number of Orders from you indicates to us that you have breached the Terms or any Additional Terms or for other reasons that make this necessary.
IF WE HAVE TO SUSPEND THE SUPPLY OF YOUR PRODUCTS OR YOUR ORDER
Please note that sometimes we may have to suspend the supply of Products or your Order: (a) to deal with any technical problems or in order to make minor changes; or (b) to update products or our services to reflect changes in relevant laws and regulatory requirements; or (c) to make changes as requested by you or notified by you to us.
SUSPENSION FOR NON-PAYMENT
You should also be aware that where you have not paid us for any Products when you are supposed to, and you still do not make payment within twenty-one days of that amount being owed we may suspend supply of the Products or Order until you have paid us the outstanding amounts or we may choose to end the Contract. This suspension right will not apply to any Products or Order where you genuinely dispute an unpaid invoice. If you think that an invoice or any amount charged to you is wrong, please contact us promptly to let us know. Please note that any such suspension by us, or any other failure or delays to exercise our rights or remedies under these Terms or at law in respect of your non-payment, shall not constitute our waiver of our rights or remedies and shall not prevent nor restrict the further exercise of that right or any other right or remedy by us.
YOUR RIGHTS IF WE HAVE TO SUSPEND THE SUPPLY OF YOUR PRODUCTS OR YOUR ORDER
Where we do have to suspend the supply of any Product or your Order, we will contact you in advance to tell you, unless the problem is urgent or an emergency. In the event of an extended period of suspension, we will contact you and discuss any adjustments to the price so that you do not pay for Products or your order while they are suspended. You may contact us to end the Contract for the supply of a Product or your Order if we suspend it, or tell you we are going to suspend it, and we will refund any sums you have paid in advance for the Product or Order in respect of the period after you end the Contract.
YOUR RIGHT TO MAKE CHANGES TO YOUR ORDER
If you wish to make a change to the Products you have ordered or to your Order please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the Product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
OUR RIGHT TO MAKE CHANGES TO YOUR ORDER
Occasionally we may make minor changes to your Order or specified Products in your Order, for example to reflect changes in relevant laws and regulatory requirements. In addition to these minor changes, as we informed you in the description of the product on our Site, occasionally we may make more significant changes to any product or services, but when we do we will notify you in writing and you may then contact us to end the Contract before the changes take effect and receive a refund for any Order or Products paid for but not received.
DELIVERY; WHEN YOU WILL OWN THE PRODUCTS AND ORDER CONTENTS
During your order process we will let you know approximately when we will deliver the Products and your Order to you. You will own a Product and the contents of your Order once we have received payment for it in full, and it will become your responsibility from the time we deliver it to the address you gave us or from the point at which you collect it from us.
INCORRECT OR INCOMPLETE INFORMATION
We accept no liability where you provide us with incorrect or incomplete information, for example an incorrect delivery address, or, where you fail to collect the products from the delivery address which you specified. In the event of such incorrectly provided information, we reserve the right to make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying your Order or any Products late if this is caused by you not giving us correct, accurate or complete information.
DELAYS OUTSIDE OF OUR CONTROL
If our supply of the Products or your Order is delayed by an event outside of our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this to you, we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any Products or order that you have paid for but not received.
Payment for products, both instant-buy and subscription is made through the Site, using the payment gateway Adyen. If the payment is declined by the card or payment account of the customer, the Order Confirmation will not be sent or, if the Confirmation has already been sent, any binding contract that it implies on our part will be suspended, the sale will be considered invalid, and the products will not be sent out.
Trelonk offers rebillable monthly subscriptions wherein the customer’s chosen payment method is debited automatically every 28 days. All subscription products will renew automatically until cancellation is made via our team at email@example.com. You can pause or cancel your subscription anytime using the Manage Orders section on our Site. All cancellations must be made anytime up to two days before your subscription is due to renew. Any cancellations or amendments within two days of your renewal date will apply to your next Trelonk Wellbeing subscription box.
PAYMENT TERMS FOR AUTOMATIC RENEWAL OF SUBSCRIPTION
With respect to the automatic renewal of Trelonk Subscriptions, you agree that once you have expressly agreed for your credit card to be charged on a recurring basis, and agreed to the amount of the recurring charges, Trelonk will submit periodic charges every 28 days to your chosen payment method in respect of the payment of your Trelonk Subscription without further authorisation from you. You agree that such notice will not affect charges submitted before Trelonk reasonably could act.
By purchasing a Month-to-Month Rebillable Subscription, you agree and acknowledge that your subscription has an initial and recurring payment charge at the then-current Subscription rate and you accept responsibility for all recurring charges prior to cancellation, including where applicable any charges processed by Trelonk after the expiration date of your payment card.
AUTOMATIC MONTHLY RENEWAL TERM
Your Subscription will be automatically renewed for successive monthly periods and your payment method will automatically be charged for each successive monthly period at the then-current Subscription rate until you cancel your Month-to-Month Rebillable Subscription renewal.
CANCELLATION POLICY FOR MONTH-TO-MONTH REBILLABLE SUBSCRIPTION RENEWALS
To cancel your Month-to-Month Rebillable Subscription at any time, you may send us a message at firstname.lastname@example.org, or you can pause or cancel your subscription anytime using the Manage Orders section on the Site. If you cancel up to two days before the subscription is due to renew, you will not be rebilled during your next monthly billing cycle.
CHANGES TO THE TERMS OF YOUR TRELONK SUBSCRIPTION PLANS
We can vary the terms of your Subscription at any time. This could be because:
- It is necessary for legal or regulatory reasons.
- Due to changes in the cost of us providing our services.
- For other reasons that make this necessary
We will publish any changes on our website and will write to you to let you know. We will try to give at least 6 weeks’ notice. If the changes are substantial or you are likely to be negatively affected by them, you may cancel your Subscription as follows: (1) immediately if the changes are intended to apply to your current Subscription, (and)in which case you will be eligible for a prorated refund of the proportion of the Subscription fee for the current term not yet used or (2) upon renewal, in which case such changes shall not be applied to your current Subscription which shall remain in full force and effect on the terms of your original Subscription.
CHANGES TO THE PRICE OF TRELONK SUBSCRIPTIONS PLANS
If we change the price of your Subscription, we will give you at least six (6) weeks’ notice. If you are not happy with the new price, you can cancel your Subscription at any time before the price increase takes effect. Where a change in price is intended to come into effect upon your renewal, we shall write to you to let you know and we will try to give you at least 6 weeks’ notice of this prior to the end of your current Subscription term. If you are not happy with the price increase, you can cancel the renewal of your Subscription at any time before the price increase takes in effect but you will not be able to cancel your current Subscription which shall remain unchanged in terms of price.
RESTRICTIONS ON USE
Trelonk products are not for resale or for reformulation and resale. This includes the use of the products in treatment services or settings without prior agreement from the Trelonk Team.
RETURNS & CANCELLATIONS
EXERCISING YOUR LEGAL RIGHT TO CHANGE YOUR MIND
We hope that you are delighted with your Order, however, because you are a consumer and have purchased your Products or Subscription online you have a legal right to change your mind within 14 days and receive a refund for most Products bought, under the Consumer Contracts Regulations 2013. So, if you do happen to change your mind and decide that you do not want to receive or keep a Product, just notify us of your decision to cancel the Order within 14 days (subject to the below exclusions) after you take receipt of your delivery, and you will receive a refund.
WHEN YOU DON’T HAVE THE RIGHT TO CHANGE YOUR MIND (EXCLUSIONS)
Your right to return goods does not apply to goods:
- Made to your specification; or
- Which have been clearly personalised (such as by being engraved); or
- Which by reason of their nature cannot be returned or are liable to deteriorate or expire rapidly; or
- Where sealed goods have been supplied which are not suitable for return due to health protection or hygiene reasons, if they have become unsealed after delivery.
WHAT TO DO IF THERE IS A PROBLEM WITH THE PRODUCTS
We are under a legal duty to supply Products to you that are in conformity with the Contract, although you should note that those rights are subject to certain exceptions. That legal obligation to you requires us to ensure that all Products we supply, are as described, are fit for purpose and are of satisfactory quality. Further, during the expected lifespan of the Products supplied, your legal rights entitle you to: (1) an immediate refund for a period of up to 30 days from your receipt of such Products, if you discover that they are faulty; (2) for up to 6 months: a full refund, in the event that they can’t be repaired or replaced (where relevant).
HOW TO CANCEL YOUR ORDER
If you have chosen standard delivery, then please contact us within 24 hours of placing your order, letting us know that you have decided to cancel and the reason why and we will try our best to cancel your Order for you. The easiest way to do this is by emailing email@example.com.
It is not possible to cancel an order once it has been despatched. You can return your products to us unopened within 14 days for a full refund.
RETURNING YOUR ORDER
You must return the Products to Trelonk within 14 days of notifying us of the cancellation request and return the Products in the same condition in which you receive them. You should note that any such returns will be at your risk. Trelonk will not accept returns of products that have been opened or used.
If you cancel your Order we will:
- Refund you the price you paid for the Products, minus any reduction in the value of the goods, if this has been caused by your handling of them in a way which would not be permitted in a shop (or you can choose to have such goods returned to you within 14 days of our notification that we intend to make a deduction). If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
- Make any refunds due to you as soon as possible and in any event within fourteen (14) days after the day on which we receive the Products back from you or, if earlier, the day on which you provide us with evidence that you have sent the Products back to us.
- Refund you on the credit card or debit card or other payment method used by you to pay. You will receive an email notification of your refund from our Customer Services Team
Unless in the instance of faulty products, the customer is responsible for the cost of return postage. Please do ensure that you take care to package your return items well and correctly, as we cannot accept liability for returned goods that we do not receive, nor for those that get damaged in shipping on their return. It is your responsibility to ensure returned goods are in the best possible condition, so please take reasonable care of them keeping and returning all original packaging where possible.
OUR RIGHTS TO END THE CONTRACT
We may end the Contract if you break it. Specifically, we may end the Contract for a Product or Order at any time in writing to you if:
- You do not make payment to us when it is due and despite reasonable reminders to you, you still do not make payment to us.
- You do not, within a reasonable amount of time, allow us to deliver the Products to you.
- We suspect any Unauthorised Use.
- We suspect an abuse of: any promotional code(s) or our referral program; Additional Terms; or any other special terms and conditions that may apply to a purchase or Product from time to time
YOU MUST COMPENSATE US IF YOU BREAK THE CONTRACT
If we end the Contract because you have broken it, we will refund any money you have paid in advance for the Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we incur as a result of your breaking the contract.
OUR RIGHTS TO WITHDRAW A PRODUCT
Occasionally we may have to withdraw a Product or stop an Order at our discretion. When we do, we shall write to you to let you know that we are going to do this and we shall refund you any sums you have paid in advance for Products which will not be provided (including delivery costs where applicable).
WARRANTIES & LIABILITY
We warrant that all goods sold by us shall match their specification. If there are instances of the product being ostensibly damaged (in the packaging), missing parts, or unsealed, then it is called defective, and is liable for a refund or return at the customer’s choice.
Essential oils can affect everyone in different ways and to different degrees. Trelonk make no guarantees as to the effects of the use of its products and as such, a product is not called defective when its use is not perceived to have any effect, even in prolonged use, by the customer.
If the item is deemed faulty by the customer and this is corroborated by Trelonk, we will pay the cost of the return postage if necessary.
The above warranty is subject to the following conditions:
We shall be under no liability in respect of any defect in the goods arising from any drawing, design or specifications supplied by the customer;
- We are not liable for defects arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, disregard for instructions (oral or in writing), misuse or alteration or repair of the goods without our approval;
We are not liable under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods is not paid by the due date;
The above warranty does not extend to parts, materials or equipment not manufactured by our company, regarding which the customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to us.
Subject as explicitly provided in these conditions, and except where the goods are sold, or services provided to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- Where goods are sold, or services are supplied under a consumer transaction as defined by the Consumer transactions (Restrictions on Statements) Order 1976 the statutory rights of the customer won’t be affected by these conditions.
- Any claim by the customer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the customer) be notified to us within 7 days from delivery date or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure . If delivery is not refused, and the customer does not notify us accordingly, the customer will not be entitled to reject the goods and we have no liability for such defect or failure, and the customer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
- Any claim by the customer which is based on a breach of our obligation to provide services with reasonable care or skill shall be notified to us within 7 days from the date of such purported breach or (where the breach was not apparent on reasonable inspection) within a reasonable time after discovery of the breach. If the customer does not notify us accordingly, we shall have no liability for such breach.
- Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to us in accordance with these conditions, we will be entitled to replace the goods (or the part in question) free of charge or, at our sole discretion, refund to the customer the price of the goods (or a proportionate part of the price), but we shall have no further liability to the customer.
- Except in respect of death or personal injury caused by our negligence, we shall not be liable to the customer by reason of any representation or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of ourselves, our employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the customer.
- We shall not be liable to the customer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the obligations in relation to the goods or supply of services, if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the forgoing, the following shall be regarded as causes beyond our reasonable control:
- Act of God, explosion, flood, tempest, fire or accident;
- War or threat of war, sabotage, insurrection, civil disturbance or requisition;
- Acts, restrictions, bye-laws, prohibitions or measures of any kind on part of any governmental, parliamentary or local authority;
- Import or export regulations or embargoes;
- Strikes, lockouts or other industrial actions or trade disputes (whether involving our employees or those of a third party);
- Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
- Power failure or breakdown in machinery.
LIABILITY REGARDING USE OF OUR PRODUCTS
All products sold by us are accompanied with clear instructions on how they are to be used. They are also accompanied by precautions and a clear list of ingredients and potential allergens, both as an appendage to the physical product, and on the website so that the customer may be informed of them before buying. Trelonk accept no liability for any adverse results of a use of the products in any other way to the advised method, or in the case that the information as to the contents and nature of the substance has been ignored.
Our essential oils are highly concentrated and contain powerful ingredients. Please seek advice from a qualified therapist or clinician if unsure of their effects. The following safety guidelines should be observed before using Trelonk products:
Do not swallow
Avoid contact with the eyes
- Avoid use when pregnant or breastfeeding
- Do not use on babies or toddlers
- Seek medical advice if you have a medical condition (i.e. epilepsy, high blood pressure)
- Stop using immediately if you have an allergic reaction and seek medical advice
- Do not use undiluted oils directly on the skin or in the bath.
- If you have any allergies please read the product label carefully. We recommend that people with sensitive skin perform a patch test first to ensure there is no reaction. Discontinue if irritation occurs.
- Trelonk products are made with naturally derived ingredients, which in rare cases may cause sensitivity in certain individuals. If sensitivity occurs, discontinue use immediately.
- If you are uncertain about possible sensitivity, always do a patch test before use or consult your healthcare professional.
- Products and advice by Trelonk make no claim to cure or prevent any disease or medical problem and is not intended to substitute other therapy or medical advice.
- All products are for external use only.
Trelonk products are not a medication, and we can only make recommendation for suitability of our products in certain skin ailments & conditions. Any recommendations accepted by a purchaser are accepted entirely at the purchasers risk.
By purchasing our products you accept responsibility to check with a professional before using any products that may interfere with drugs or medical conditions.
By purchasing our products you recognise and accept the fact that that some natural ingredients, essential oils in particular, may still cause sensitivity in susceptible individuals and that Trelonk will not be held responsible for such occurrences.
INFORMATION PROVIDED ON THE WEBSITE
All facts, details & recommendations on our website are provided for information purposes only and are not intended to diagnose, prescribe or replace the advice of professionals. Our recommendations are based on the advice of qualified alternative therapy practitioners and widely accepted facts about a particular natural ingredient, or are qualified by cited scholarly studies and research. However we take no responsibility for the accuracy or conclusively of the information taken from scholarly sources.
SUPPLY AND DELIVERY
Any dates quoted for delivery of the goods or supply of services are merely approximate in nature and no liability will be held for any delay the arrival of the goods, supplies or services to the customer, for whatever reason this may be. Deliveries may not be hurried unless previously agreed by us in writing. We may deliver the goods in advance of the quoted delivery date after providing the customer with reasonable notice.
If the customer should fail to take delivery of the goods or fails to give appropriate delivery instructions at the time stated for delivery (otherwise than by reason for any cause beyond the customer’s reasonable control or by reason of our fault), we are not liable for any resulting loss or damage to the goods.
All samples issued and illustrations shown in catalogues and trade literature must be understood to show type, class and general character alone, without warranty or guarantee as to performance, colour, size, thickness or shape.
This clause applies if:
- The customer makes any voluntary arrangement with its creditors or becomes subject to any administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
- An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the customer, or
- The customer ceases, or threatens to cease, to carry on business; or
- We reasonably apprehend that any of the events mentioned above is about to occur in relation to the customer and notify the customer accordingly.
If this clause applies then, without prejudice to any other right or remedy available to us, we shall be entitled to cancel the contract or suspend any further deliveries or supply of services under the contract without liability to the customer, and if the goods have been delivered or services supplied but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
VAT is included in the listed price of all goods and services.
This contract shall be governed by the Laws of England.