Professional Marketplace Seller Agreement

1. Parties, scope and formation

MAISON ENTERPRISE LTD's address is 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. The Seller Schedule identifies the Seller's legal entity, registration and business details, authorised representative, approved programme and the documents forming this agreement. The Seller warrants that its representative has authority to bind it and that the proposed activity is genuinely professional.

This agreement takes effect when the identified documents and Seller Schedule are supplied and accepted by authorised representatives, including through a recorded electronic acceptance or written exchange that identifies those documents. Account creation, approval of a business identity, an internal version label or silence alone does not establish agreement to undisclosed fees or authority.

This is a professional marketplace agreement. Buying stock from Maison, selling stock directly to Maison, commissioning an independent assessment and placing an item in physical consignment are different arrangements and require the relevant accepted confirmation. A private individual does not lose consumer rights merely by being called a seller.

2. Seller's role and Maison's authority

For items offered under this programme, the Seller is the identified seller of the goods and retains title until it passes under the applicable sale contract. Maison provides the agreed presentation, coordination, review, documentation and purchase-support services. Maison's own stock is sold under its own identified role.

Maison may advertise and present an approved listing within the agreed channels. Authority to conclude a sale for the Seller, receive money on its behalf, agree a discount, commission chargeable work, settle a claim or take physical custody exists only to the extent expressly conferred in the Seller Schedule or a subsequent written instruction. No authority is inferred merely from uploading a piece or using a payment provider.

Where sale-acceptance authority is granted, it must identify the item or programme, permitted price and conditions. The Seller is bound by an acceptance validly given within that authority. The Seller must not contradict an authorised commitment to a buyer. Maison must not represent that it has an authority that has not actually been granted.

3. Contract documents and changes

An expressly agreed item-specific confirmation governs that item within its stated scope; the accepted Seller Schedule governs the programme's commercial particulars; this agreement governs the professional marketplace relationship. Applicable B2B Terms supplement matters not dealt with here. An administrative note, later invoice or unaccepted policy cannot silently amend an existing commitment.

Buyer purchase terms and Maison's Buyer Protection commitments govern the buyer-facing obligations to which they apply. They do not themselves create a new Seller fee; this agreement requires the Seller to cooperate with lawful remedies and makes it responsible for consequences of its own breach. Mandatory law prevails over an inconsistent provision.

Changes to the continuing platform relationship are notified under section 23. Existing sales, earned entitlements and evidence of earlier agreements are preserved. Any variation requiring specific agreement is effective only when that agreement is obtained.

4. Business information, verification and account security

The Seller must provide accurate and current business, representative, ownership, bank and tax information reasonably required for the programme or an applicable legal or provider obligation. It must identify material changes promptly and respond within a reasonable deadline communicated with a request. Tax reporting, a legal verification duty and a proportionate security control are distinct purposes.

The Seller must protect credentials, restrict access to authorised personnel and report a suspected compromise promptly. A new representative or beneficiary may require renewed verification. A change of bank details is not effective merely because it appears in an email; Maison may require confirmation through its appropriate protected process before using it.

Maison may withhold approval or restrict a dependent activity where a necessary requirement is unresolved, under sections 11 and 22 as applicable. A verification request does not establish wrongdoing, an automatic charge or forfeiture of proceeds. Time spent in Maison's review is distinguished from a failure by the Seller to respond.

5. Title, lawful source and authenticity warranties

For each item the Seller supplies or offers, it warrants that it has lawful title or disclosed authority sufficient to sell and deliver the item; that no undisclosed security interest, retention right, theft claim or other third-party right prevents the sale; and that it may lawfully provide the item, its materials and documents for the agreed transaction.

The Seller warrants the authenticity of the item and of the branding, components and documents represented as authentic, and the accuracy of material descriptions it provides. Any non-original, replacement, aftermarket, treated, restored or modified feature must be specifically disclosed before approval and reflected accurately in the accepted listing. Disclosure is not permission to supply a counterfeit, infringing or prohibited item.

The Seller must retain and provide reasonably available supporting records and must not fabricate provenance, conceal a material uncertainty or describe an unsupported opinion as a manufacturer's confirmation. An uncertainty must be referred to Maison before the item is offered. The Seller must not continue offering it as verified while a material authenticity or title concern remains unresolved.

These warranties are not limited to the Seller's knowledge merely because Maison also reviews the item. Maison's review, approval, payment or use of an external expert does not release the Seller from its warranties. Maison remains responsible for its own wrongful acts and contractual commitments.

6. Description, condition and inclusions

The Seller must supply accurate item identity, reference, category, condition, materials, dimensions and inclusions relevant to the category. It must disclose known material wear, defects, repairs, polishing, replacement parts, altered identifiers, stone treatments, missing papers and other facts reasonably material to a buyer's decision. A generic condition grade does not replace a material disclosure.

Images must fairly represent the offered physical item and must not conceal a defect or create an unsupported impression. Serial numbers and confidential provenance must be handled through the appropriate private route. The Seller must correct a material error promptly and notify Maison of a later change before the next commitment.

Maison may edit presentation and request clarification, evidence or specialist review. A material factual change or alteration of agreed commercial instructions must be confirmed with the Seller. Presentation approval does not authorise the Seller to substitute a different unit.

7. Availability, reservations and other channels

The Seller must have the ability to supply the exact item and keep availability current. Unless an exclusivity arrangement is separately agreed, it may offer items elsewhere, but must promptly report an external sale, reservation, loss, alteration or withdrawal through the agreed channel. A system import is not a promise of continuous external-stock synchronisation.

The Seller must honour a reservation or accepted sale made within Maison's actual authority. It must not sell, pledge, modify or dispatch the item inconsistently with that commitment. A request to withdraw an item does not cancel a sale already accepted or release an obligation already incurred.

Where the Seller's inaccurate availability or breach causes a failed transaction, Maison may recover remuneration genuinely earned and reasonable evidenced losses under sections 9 and 15. No unsuccessful-sale commission or arbitrary stock penalty is presumed merely because an enquiry occurred.

8. Review, publication and permitted activity

Maison may decline or request changes to a submission that is incomplete, unsupported, unsuitable for the programme or inconsistent with the legal, product, presentation or risk requirements communicated for it. It need not publish every item or provide a minimum number of views, enquiries or sales.

Approval of the business, approval of a listing, authentication of the physical item and permission to dispatch are different decisions. The Seller must not use one as a claim that another has occurred. It must not bypass a restriction, republish a withdrawn item under another identity or restore availability contrary to an existing sale or hold.

Items that may be stolen, counterfeit, unsafe, infringing or unlawfully traded must be referred for review. Maison may preserve relevant evidence, restrict the affected activity and cooperate with competent authorities where necessary and lawful. Disclosure of confidential investigations may be limited by law.

9. Commission, professional services and expenses

The accepted Seller Schedule or item confirmation identifies the commission, calculation basis, currency, tax treatment, any minimum or fixed component, service scope, price, deliverable and the event on which each amount is earned. Discounts, delivery, taxes and separately commissioned work must be treated on the basis actually agreed. No rate or default displayed later is retrospectively substituted.

A fee for a properly commissioned assessment, authentication report, Passport documentation, photography, preparation or other professional work pays for that work and its agreed result. It is distinct from a sales commission. It may be earned without a completed sale where that is the service agreed and properly supplied. A supported negative assessment may fulfil an independent examination commission; an inconclusive result does so only if the agreed scope permits it.

Withdrawal of a listing, failure of a sale or termination does not waive remuneration already lawfully earned or an enforceable commitment expressly authorised by the Seller. Unperformed work, an unearned sales commission and avoided expenditure are not automatically payable. Additional work or a materially increased expense requires prior agreement, except a narrowly necessary step independently authorised by law.

An included service is not necessarily free, but its value and scope must be agreed before it is commissioned. A paid assessment does not buy a favourable conclusion, guarantee a sale or excuse defective performance. Any credit, refund or reduction due for deficient or unperformed work is accounted for. Maison must not recover the same loss twice from Seller, buyer, provider or insurer.

10. Records, invoices and tax information

Each sale and charge must be identifiable by item, transaction, currency and the applicable commercial basis. The Seller must issue or authorise the proper sales documentation and provide business and tax information reasonably needed for invoicing, reporting and customs. The actual role and tax treatment determine who issues which invoice; the marketplace label does not determine VAT treatment.

Maison may preserve the accepted terms, listing and economic information for the transaction and lawful corrections. A later product edit or commission change does not rewrite an earlier sale. A statement of sales or settlement is not automatically a tax invoice, bank confirmation or proof that a payment has cleared.

If a record appears wrong, the Seller must identify the affected transaction and explain the discrepancy promptly. Corrections are recorded with their basis while preserving the original information. The Seller must cooperate with lawful platform reporting; a tax-information request is not represented as buyer AML merely because the information is needed.

11. Proceeds, maturity and reserves

Payment arrangements, the beneficiary and any authority to receive or settle funds are those actually agreed and supported by the relevant provider. This agreement does not establish an escrow, client-money trust, regulated payment service or bank-debit mandate merely by using those expressions elsewhere.

Subject to those arrangements, the Seller authorises Maison to account for agreed remuneration and amounts lawfully due from proceeds payable by Maison under the same professional relationship. Release requires the agreed payment, delivery, return-period and verification conditions to have been satisfied, together with a complete and accurate settlement calculation. A target date is not proof of satisfaction or of bank credit.

Maison may retain a proportionate reserve or pause the affected release for an identified payment-clearing, delivery, authenticity, title, return, chargeback, tax, fraud, legal or provider exposure. The basis, amount or calculation method, review arrangements and release conditions must be explained so far as disclosure is lawful. A reserve must not exceed what is reasonably justified by that exposure. Where the amount cannot yet be determined, Maison must explain the uncertainty and review it as information becomes available.

A temporary hold is not ownership of the money. Maison must review it when a material fact changes and at reasonable intervals, and release the part no longer justified, subject to genuine legal or provider restrictions. Unrelated and undisputed proceeds are not held merely to pressure agreement to another claim. No fixed reserve percentage, automatic forfeiture or permanent retention is created by this agreement.

12. Returns and buyer remedies

The Seller must cooperate with the purchase terms and lawful remedies applicable to its sale, including identification of the item, a suitable return route, relevant records, inspection and an appropriate refund, repair or other remedy. It must not impose a new condition or fee on a buyer after sale or require that the buyer waive a legitimate complaint.

Maison may coordinate a concern or return within its agreed authority and remains the buyer's contact for its own services and protection commitments. A remedy owed by Maison is not contingent on Maison first recovering money from the Seller. The Seller's underlying sale obligations and this agreement's recovery provisions remain enforceable separately.

The Seller must inspect an authorised return reasonably and preserve evidence of any alleged substitution, loss of value or missing inclusion. It must report the specific issue, rather than asserting that removal of a tag or packaging automatically defeats every right. It must not dispose of or alter a disputed item in a way that prevents a fair assessment without a lawful reason.

13. Refund adjustments, repayment and set-off

Where an amount previously allocated or released to the Seller must be reversed because the related sale is validly refunded, cancelled or remedied, the Seller must repay the portion no longer due to it, to the extent supported by the sale, this agreement and law. Remuneration for services genuinely earned and any credits are assessed separately. Any split between Seller, commission and services must follow the arrangements agreed for the transaction.

Maison may set off an identified amount lawfully due from the Seller against proceeds Maison owes that same Seller under this agreement, to the extent legally permitted and compatible with provider restrictions. Maison must supply the transaction, basis and calculation and provide a route to identify an error. A genuinely disputed or unquantified exposure may justify a proportionate reserve under section 11; it is not automatically a finally established debt.

A negative balance is a claim for review and recovery, not authority to debit a bank account or take another seller's money. Currency conversion requires an agreed and lawful basis; unrelated currencies are not silently netted. Refunds, provider credits, insurance recoveries and prior repayments must be reconciled to prevent duplicate recovery.

14. Claims, chargebacks and urgent protective action

The Seller must provide relevant item, supply, delivery and return evidence promptly within a reasonable communicated deadline, taking account of a genuine provider or legal deadline. Maison may contest inaccurate or duplicate claims using relevant evidence and may take a reasonable urgent step needed to protect a buyer, item or legal position within its authority.

A chargeback request, provisional credit, insurance notification or internal alert is not by itself a final finding of liability. Maison will distinguish the provider's decision, the buyer's entitlement and any amount legally recoverable from the Seller. A provider debit alone does not prove that every associated loss was caused by the Seller.

The Seller must not obstruct a legitimate refund, fabricate evidence or pressure a buyer to abandon an available payment remedy. Maison may pursue a substantiated duplicate reimbursement or breach without making its own assessment legally incontestable.

15. Seller responsibility and indemnity

The Seller is responsible for its breaches of this agreement and the warranties given for its goods. To the extent legally enforceable, it indemnifies Maison against reasonable evidenced direct losses, third-party liabilities and reasonably incurred investigation, assessment, transport, storage, customs, insurance and professional defence costs caused by its breach, false or materially incomplete information, lack of title or authority, infringement, fraud or unauthorised conduct.

Recoverable sums can include buyer reimbursements Maison properly provides in respect of that breach and genuinely irrecoverable provider costs where causally attributable and recoverable by law. They do not include ordinary overhead unrelated to the breach, speculative lost sales, double recovery or a loss to the extent caused by Maison's own fault. Maison takes reasonable steps to mitigate and credits avoided costs and other recoveries.

A realised transaction-specific foreign-exchange loss may form part of a supported claim only where it was caused by the relevant breach and is legally recoverable. It is identified separately from a provider commission and is not presumed from an exchange-rate movement or a cancellation alone. The calculation must account for reversals, avoided conversions and amounts recovered.

Maison must notify the Seller of a material third-party claim as reasonably practicable and allow an appropriate opportunity to provide evidence and participate in its handling. The Seller must not admit liability or agree a settlement binding Maison without authority. Maison may manage its own response and take urgent protective action; a voluntary settlement claimed against the Seller must be reasonable in the circumstances. A delay in notice affects recovery only to the extent it materially prejudices the Seller's defence or applicable law provides otherwise.

16. Physical handling, delivery and insurance

The item confirmation or logistics instructions identify custody, handling, dispatch conditions, destination and responsibility for transport and insurance. The Seller must supply the exact unit and inclusions, protect them appropriately and preserve the agreed handover and dispatch evidence. It must not dispatch before required release instructions or redirect the item without authority.

Tracked shipping and insured shipping are different. Neither a cost estimate nor a carrier label proves that a particular commodity, value or destination is insured. A promised protected route must be confirmed for the transaction; an unsupported route must be referred to Maison before dispatch.

Risk between the Seller and Maison follows the actual agreed custody and transport arrangement and responsibility for a proven breach. It does not change the buyer's mandatory delivery-risk rights. A courier investigation or insurer recovery does not suspend a buyer remedy that is already due.

17. Consignment, withdrawal and uncollected goods

Physical consignment applies only where a separate written mandate identifies the item, owner, authority, price instructions, remuneration, duration, custody, insurance and return arrangements. Listing an item held by the Seller is not itself such a mandate. Maison has no general authority to restore, polish, repair or change a reserve price beyond the instruction actually given.

An agreed withdrawal, transport or storage charge must identify its basis and must not duplicate another recovery. Ending a mandate does not waive remuneration already earned or permit a charge for unperformed work. Applicable consumer rights of a private consignor remain distinct from this professional agreement.

Uncollected goods do not automatically become Maison's property. Any lien, retention, disposal or sale requires its own lawful basis, the applicable notices and an accounting for proceeds where required. This agreement does not create a right to confiscate goods after an arbitrary period.

18. Intellectual property and listing materials

The Seller warrants that it has the rights and permissions to supply its text, photographs, trade marks and supporting documents for the agreed use. It grants Maison a non-exclusive licence to reproduce, format without misleading about condition, translate faithfully, display and distribute those materials for the approved listing and the Maison website, agreed editorial placements, search discovery, newsletters and official Maison social channels used to promote it. Publication of confidential or personal material requires its appropriate separate basis.

The licence includes necessary use by Maison's service providers for assessment, documentation, transaction support, lawful recordkeeping and related claims. It is not a general licence to sell the Seller's data or train an unrelated AI model. Ownership of supplied materials is not transferred by upload. Rights in new photography or other commissioned work are identified in its accepted scope; neither party warrants ownership of third-party intellectual property it does not hold.

After withdrawal or termination, new promotion of an unavailable item must cease within a reasonable removal process. Already distributed materials and necessary transaction or legal records may remain where lawful; they must not misleadingly show an unavailable item as purchasable. The Seller must notify a credible rights complaint promptly and cooperate with correction or removal.

19. Introductions, confidentiality and circumvention

The Seller may trade through other channels unless a separate lawful restriction is agreed. There is no general price-parity or worldwide exclusivity requirement in this agreement.

The Seller must not use an identifiable Maison introduction, enquiry or protected transaction to divert the same item transaction for the purpose of avoiding remuneration due under the accepted Seller Schedule. Where that attributable transaction is completed outside the authorised process, the agreed commission remains payable if the Schedule's entitlement conditions, applied to that transaction, are met. A separately agreed attribution period applies only within its stated reasonable scope.

Maison must substantiate the introduction, resulting transaction and amount claimed; an enquiry alone is not a presumed sale. This clause does not capture unrelated future sales or create an extra penalty. It does not restrict a buyer's mandatory rights or turn an independent transaction into a protected Maison purchase.

Each party must protect the other's genuinely confidential business and security information, using it only for the relationship, lawful reporting, advice or claims. Information already lawfully public and disclosures required by law are treated separately. Buyer information must not be reused for unsolicited marketing merely because a sale occurred.

20. Data access and permitted use

Maison may access the Seller's business and listing information, item records and the transaction, payment-status, delivery, return, support and verification information needed to run the agreed service and meet lawful obligations. Relevant access may be given to authorised providers, specialists, carriers, insurers, advisers or authorities for those purposes, using appropriate safeguards. This agreement does not authorise unrestricted optional advertising-data sales or disclosure of identity documents.

The Seller is entitled to the information about its own submissions, accepted terms and statements made available for its programme and to relevant transaction or fulfilment information necessary for its lawful role, subject to the rights and privacy of others. This does not confer access to full payment credentials, other sellers' commercial records, buyer identity documents, internal risk methods or another person's private Passport archive. Technical access is through the programme's actual account or an appropriate supported request, not a promise that every category has an automated export or API.

No general entitlement to platform-wide buyer or seller datasets is granted. Personal-data roles follow who determines each processing activity; the parties are not automatically each other's processor for every use. A processing, sharing or international-transfer arrangement required by law must be put in place for the actual activity. The Privacy Policy supplies the corresponding information to individuals; this contract is not consent on their behalf.

On termination the Seller may request copies of its accepted agreement, existing statements and relevant records that it is entitled to retain. Access must be secure and compatible with lawful restrictions. Maison retains only what has an applicable legal or justified purpose and protects private information. There is no promise of permanent free hosting, unrestricted portability or indefinite storage.

21. Visibility and differentiated treatment

No minimum placement, sales volume, margin or future resale value is guaranteed. Visibility depends on the browsing or search surface and on the relevant selection, eligibility, filters and ordering used there. The programme's accepted visibility information must describe the actual main ranking parameters and their relative importance, relevant editorial selection, any paid influence and material differentiated treatment of Maison's own or controlled offers.

An agreed listing commission does not by itself purchase a particular rank. This agreement does not commission paid promotion. Any separate paid placement must identify its effect and price before commitment and be disclosed where required. Maison may offer its own goods under a distinct seller role; its own pricing, internal access and merchandising decisions do not entitle it to misuse another seller's confidential information.

Descriptions of ranking and access must reflect the service actually operated. Neither party is entitled to confidential algorithms, security methods or another person's private data. A separate placement proposal or programme expansion does not become effective by being mentioned as a possible future service.

22. Restrictions, suspension and termination

Maison may restrict a listing or dependent activity on objective grounds including inaccurate or missing material information, lack of title or authority, an authenticity or safety concern, prohibited goods, non-payment, a compromised account, unlawful conduct, circumvention, material non-cooperation or another substantiated material breach. The measure must address the relevant risk and respect applicable law and existing commitments.

Where the applicable platform rules require it, a restriction or suspension is accompanied by reasons on a durable medium before or when it takes effect. Termination of the whole intermediation service is accompanied by at least 30 days' reasoned notice where that rule applies. An actual legal obligation, an imperative lawful reason or demonstrated repeated breach may permit its statutory exception; reasons and opportunity to clarify remain subject to the applicable rules and lawful limits on disclosure. A generic risk label is not used as an unrestricted exception.

Unless an accepted fixed-duration programme lawfully provides otherwise, the Seller may request termination by written notice. An uncommitted listing may be withdrawn subject to earned fees and authorised work; existing reservations, accepted sales, buyer remedies, record obligations and amounts already due must be dealt with. Restricting new activity does not erase them.

The Seller may challenge an error through section 24. If a restriction is revoked, access and relevant records are restored without undue delay as required. A suspended account does not automatically release all reserved proceeds or prevent appropriate handling of an existing claim.

23. Changes to the ongoing service

Material changes to these continuing platform terms are communicated on a durable medium, with a reasonable and proportionate notice period. Where the applicable platform rule requires it, this is at least 15 days and longer where necessary for relevant technical or commercial adaptation. The Seller may terminate before the change applies in accordance with the applicable rules; a valid express waiver of notice is treated only within those rules. Silence alone is not universal acceptance of new charges.

An actual legal or regulatory obligation, or an unforeseen and imminent qualifying fraud or cybersecurity danger, may justify the applicable exception to notice. The notification identifies the change, effective point and relevant basis as far as lawful. New terms do not rewrite earlier sales, acceptance or services already commissioned.

Maison may improve or retire an optional feature without promising it forever, but may not use a feature change to remove a paid or otherwise binding commitment without addressing the applicable rights. New fees or materially different service scope require the applicable disclosure and agreement before they bind the Seller.

24. Complaints and resolution

The Seller may raise a contractual, technical, visibility, restriction or statement concern through Maison's published Contact Us route, identifying its business and the relevant item or transaction. Maison will acknowledge and review it, give the Seller a reasonable opportunity to explain and communicate an intelligible outcome. No charge is imposed merely for using that internal route.

Any additional internal-complaints publication or mediation requirements depend on the rules and exemptions actually applicable to Maison. Where applicable rules require identified mediators, the programme must provide the required mediator information before the relevant arrangement is offered; no mediator appointment or membership is represented by this agreement alone. A voluntary mediation may also be agreed in writing. Nothing makes Maison's conclusion final in law or prevents an available court or regulatory route.

The parties should continue performing undisputed obligations where reasonably possible during a complaint. An undisputed sum is not held solely to force withdrawal of a legitimate challenge. Urgent measures to protect a person, item, data or legal position remain available where lawful.

25. Maison's responsibility and business-loss limits

Maison will perform its agreed services with the reasonable care and skill and other standards it actually undertakes. It does not promise a sale, guaranteed profit, manufacturer endorsement, insurer acceptance, future valuation or investment return unless expressly agreed. An expert opinion is assessed against its promised scope and proper performance, not simply whether the Seller likes the conclusion.

Subject to the exclusions that law permits, Maison is not liable to the Seller for indirect or consequential commercial loss, including loss of opportunity, prospective resale profit or reputational loss, arising from this relationship. A loss is not made indirect merely by its label. Direct loss and liability for goods or funds in Maison's responsibility are governed by their actual agreed basis and law. A further monetary cap applies only if specifically stated and validly agreed in the Seller Schedule and satisfies any applicable reasonableness requirement.

No term excludes or limits fraud, fraudulent misrepresentation, death or personal injury caused by negligence, title obligations or another liability that cannot lawfully be excluded. Nothing permits Maison to keep proceeds otherwise due merely by treating their return as a capped damages claim. Limits between businesses remain subject to applicable law, including the Unfair Contract Terms Act 1977 where relevant.

26. Continuing obligations and legal framework

Accrued remuneration, properly supported repayment and indemnity obligations, confidentiality, lawful record use, existing buyer remedies and the terms needed to resolve earlier transactions survive termination to their appropriate extent. Non-enforcement on one occasion is not a general waiver. A waiver or variation must identify the matter it concerns and be made by an authorised person.

The Seller may not transfer its obligations or substitute another seller without Maison's written agreement and the required verification. Maison may assign receivables or transfer the relationship as part of a lawful business transfer without removing accrued Seller entitlements or applicable safeguards; required notices and consent rules still apply. Neither party obtains rights to another's goods, account or documents merely through an assignment label.

If a provision is ineffective, the remaining agreement continues so far as legally possible; a general saving clause does not validate an otherwise unfair or unreasonable exclusion. No unrelated third party obtains an enforcement right under the Contracts (Rights of Third Parties) Act 1999 unless expressly identified. Separate buyer rights and binding guarantees are unaffected.

The agreement is governed by the law of England and Wales. For this genuinely professional relationship, the parties agree to the exclusive jurisdiction of the courts of England and Wales, subject to jurisdiction rules that cannot be displaced and the right to seek appropriate urgent protective relief where legally available. A consumer's mandatory rights and court access are not converted into business terms by this clause.