Acuutech Conditions for the Supply of IT services and Goods

The terms of this Contract apply to the purchase of Goods and/or Services from Acuutech and prevail over any terms or conditions contained in, or referred to in any Customer purchase order, other confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

1.  Interpretation

1.1.  Definitions:

Contract: the Purchase Order and these terms when accepted by Acuutech in accordance with clause 2.

Customer: the person, firm or company who signs the Purchase Order or purchases Services or Goods from Acuutech.

Customer’s Project Manager: the Customer’s manager for the Project.

Deliverables: all products and materials developed by or provided by Acuutech in relation to the Project in any media, including computer programs, data, diagrams, reports and specifications (including drafts).

Delivery Location: has the meaning given in clause 4.2.

Goods: the goods (or any part of them) sold by Acuutech to the Customer.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Purchase Order: the Customer’s order for Good and/or Services on Acuutech’s standard form..

Project: the project as described in the Scope Of Works.

Project Milestone: a date by which a part of the Project is estimated to be completed, as set out in the Scope Of Works.

Scope Of Works: the plan describing the Project and setting out the estimated timetable (including Project Milestones) and responsibilities of each of the parties for, or in connection with, the provision of the Services by Acuutech.

Services: the services to be provided by Acuutech under this Contract including any Project.

2.  Effect of a Purchase Order

2.1.  The Purchase Order constitutes an offer by the Customer to purchase the Services or Goods specified in it on the terms of this Contract. The signing and return of the acknowledgement copy of the Purchase Order form by Acuutech, or Acuutech’s commencement of the Services or delivery of Goods pursuant to the Purchase Order, shall establish a contract for the supply and purchase of those Services or Goods on these conditions. The Customer’s standard terms and conditions (if any) attached to, enclosed with, or referred to in, the Purchase Order or any other communication shall not govern the Contract regardless of when they are supplied.

3.  Acuutech’s supply of Services

3.1.  Acuutech shall use reasonable endeavours to manage and complete the Project, and to deliver the Deliverables to the Customer, in accordance with the Scope Of Works.

3.2.  Acuutech shall use reasonable endeavours to meet any dates, including Project Milestones in accordance with the Scope Of Works, but any such dates shall be estimates only and time shall not be of the essence of the Contract.

3.3.  Acuutech shall appoint a project manager who shall oversee and manage the Project. Acuutech shall use reasonable endeavours to ensure that the same person acts as throughout the Project, but may replace him or her where reasonably necessary in the interests of Acuutech’ s business.

4.  Acuutech’s supply of Goods

4.1.  Acuutech shall provide the Goods as described in the Purchase Order but does not guarantee the availability of the Goods. If Acuutech cannot supply the Goods within a reasonable period of time, it shall be entitled to cancel this Contract without any liability.

4.2.  Acuutech shall ensure that:

(a)  each delivery of the Goods is accompanied by a delivery note that shows the date of the order, the type and quantity of the Goods (including the code number of the Goods, where applicable) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered;

(b)  the Goods are delivered to the location set out in the order or such other location as the parties may agree (Delivery Location) at any time after Acuutech notifies the Customer that the Goods are ready.

4.3.  Delivery is completed after unloading of the Goods at the Delivery Location at which time risk in the Goods shall pass to the Customer.

4.4.  Any dates quoted for delivery are approximate only. Time of delivery is not of the essence. Acuutech shall not be liable for any delay in delivery of the Goods that is not caused entirely by Acuutech or is due to the Customer’s failure to provide Acuutech with adequate delivery instructions or any other instructions relevant to the supply of the Goods.

4.5.  Acuutech may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.6.  Title to the Goods shall not pass to the Customer until Acuutech receives payment in full for the Goods and any other goods that Acuutech has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

4.7.  Until title to the Goods has passed to the Customer, the Customer shall:

(a)  store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Acuutech’s property;

(b)  not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c)  maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d)  give Acuutech such information as Acuutech may reasonably require from time to time relating to:

(i)  the Goods; and

(ii)  the ongoing financial position of the Customer.

4.8.  If the Customer fails to accept delivery of the Goods within three days of Acuutech notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Acuutech’s failure to comply with its obligations under the Contract in respect of the Goods:

(a)  delivery of the Goods shall be deemed to have been completed at 9.00 am on the third day after the day on which Acuutech notified the Customer that the Goods were ready; and

(b)  Acuutech shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

5.  Customer’s obligations for Goods and Services

5.1.  The Customer shall:

(a)  pay all sums due to Acuutech when due;

(b)  co-operate with Acuutech in all matters relating to the Project and appoint the Customer’s Project Manager, who shall have the authority to contractually bind the Customer on matters relating to the Project;

(c)  provide in a timely manner such access to the Customer’s premises and data, and such office accommodation and other facilities, as is requested by Acuutech;

(d)  provide in a timely manner such information as Acuutech may request, and ensure that such information is accurate in all material respects; and

(e)  be responsible (at its own cost) for preparing the relevant premises for the supply of the Services.

5.2.  The Purchase Order constitutes an offer by the Customer to purchase the Goods in accordance with this Contract. The Customer is responsible for ensuring that the terms of the Purchase Order and any specifications are complete and accurate. Any samples, descriptive matter or advertising produced by Acuutech and any descriptions or illustrations contained in Acuutech’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

5.3.  The Customer is responsible for ensuring that all users of the Goods and Services are trained in the proper use and operation of them.

5.4.  If Acuutechs performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer’s agents, subcontractors or employees, Acuutech shall have no liability to the Customer who shall in all circumstances be liable to pay to Acuutech on demand all reasonable costs, charges or losses sustained or incurred by it, subject to Acuutech confirming such costs, charges and losses to the Customer in writing. Such losses shall include, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere.

5.5.  The Customer shall not, without the prior written consent of Acuutech, at any time from the date of the Contract to the expiry of six months after the completion of the Services, solicit or entice away from Acuutech or employ or attempt to employ any person who is, or has been engaged as an employee or subcontractor of Acuutech or whom assisted in any Project.

6.  Change of Services

6.1.  The Customer’s Project Manager shall meet as and when requested by Acuutech to discuss matters relating to the Project. If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other in writing.

6.2.  If either party requests a change to the scope or execution of the Services, Acuutech shall, within a reasonable time, provide a written estimate to the Customer of:

(a)  the likely time required to implement the change;

(b)  any variations to Acuutech’s charges arising from the change;

(c)  the likely effect of the change on the Scope Of Works; and

(d)  any other impact of the change on the terms of the Contract.

6.3.  If Acuutech requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.

6.4.  If the Customer wishes Acuutech to proceed with the change, Acuutech has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Scope Of Works and any other relevant terms of the Contract to take account of the change.

7.  Charges and payment

7.1.  Any quotation given by the Acuutech shall not constitute an offer, and is only valid for a period of 7 Business Days from its date of issue

7.2.  Where the Services are provided on a time-and-materials basis, unless stated otherwise in the Scope Of Works:

(a)  the charges payable for the Services shall be calculated in accordance with Acuutech’s standard daily fee rates as amended from time to time;

(b)  Acuutech’s standard daily fee rates are calculated on the basis of an eight-hour day worked between 8.00 am and 5.00 pm on weekdays (excluding weekends and public holidays);

(c)  Acuutech shall be entitled to charge at an overtime rate of 50% of the normal rate for part days and for time worked by members of the project team outside the hours referred to in condition 7.2(b) on a pro-rata basis;

(d)  Acuutech shall ensure that all members of the project team complete time sheets recording time spent on the Project, and Acuutech shall use such time sheets to calculate the charges covered by each monthly invoice referred to in condition 7.2(e); and

(e)  Acuutech shall invoice the Customer weekly or when it considers it appropriate for its charges for time, expenses and materials (together with VAT where appropriate) for the period concerned, calculated as provided in this condition 7. Any expenses, materials and third party services shall be invoiced by Acuutech and separately itemised.

7.3.  Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Scope Of Works. The total price shall be paid to Acuutech as set out in the Scope Of Works or on achieving the corresponding Project Milestone. On achieving a Project Milestone, Acuutech shall invoice the Customer for the charges that are then payable, together with expenses and the costs of materials calculated in accordance with the Contract.

7.4.  Any fixed price contained in the Scope Of Works excludes:

(a)  the cost of travelling and any other ancillary expenses reasonably incurred by the project team in connection with the Services, and the cost of any materials or services reasonably and properly provided by third parties required by Acuutech for the supply of the Services; and

(b)  VAT, which Acuutech shall add to its invoices at the appropriate rate.

7.5.  Unless notified in writing otherwise, the Customer shall pay each invoice submitted to it by Acuutech in full, and in cleared funds, within 14 days of receipt. Time for payment shall be of the essence of the Contract. Acuutech reserve the right to immediately cease any Services without notice if any payment is outstanding.

7.6.  Without prejudice to any other right or remedy that Acuutech may have, if the Customer fails to pay Acuutech on the due date Acuutech may:

(a)  charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and

(b)  suspend all Services until payment has been made in full.

7.7.  The price of the Goods shall be the price set out in the Purchase Order, or, if no price is quoted, the price set out in Acuutech’s published price list in force as at the date of delivery.

7.8.  Acuutech may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a)  any factor beyond Acuutech’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b)  any request by the Customer to change the delivery date(s), quantities or type of Goods ordered;

(c)  any delay caused by any instructions of the Customer or failure of the Customer to give Acuutech adequate or accurate information or instructions;

(d)  any costs and charges of packaging, insurance and transport of the Goods.

7.9.  All payments payable to Acuutech under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest, or any such right under the Contract.

7.10.  All amounts due under this agreement shall be paid by the Customer to Acuutech in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Acuutech may, without prejudice to any other rights it may have, set off any liability of the Customer to Acuutech against any liability of Acuutech to the Customer.

8.  Intellectual Property Rights

8.1.  All Intellectual Property Rights and all other rights in the Deliverables shall be owned by Acuutech. Acuutech licenses all such rights to the Customer free of charge and on a non-exclusive, non-transferable and worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services as is envisaged by the parties. If Acuutech terminates the Contract, this licence will automatically terminate.

8.2.  The Customer acknowledges that the Customer’s use of rights in any materials which existed before the commencement of the Project is conditional on Acuutech obtaining a written end-user licence (or sub-licence) of such rights from the relevant licensor or licensors on such terms as will entitle Acuutech to license such rights to the Customer.

9.  Confidentiality and Acuutech’s property and compliance with policies

9.1.  The terms of this clause shall survive the termination of the Contract howsoever terminated.

9.2.  The Customer shall keep in strict confidence:

(a)  all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Acuutech or its agents; and

(b)  any other confidential information concerning Acuutech’s business or its products which the Customer may obtain.

The Customer shall restrict disclosure of such confidential material to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Customer’s obligations to Acuutech, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Customer.

9.3.  Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Contract. A party’s Confidential Information shall not be deemed to include information that:

(a)  is or becomes publicly known other than through any act or omission of the receiving party;

(b)  was in the other party’s lawful possession before the disclosure;

(c)  is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d)  is independently developed by the receiving party, which independent development can be shown by written evidence.

9.4.  Subject to the above, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Contract.

9.5.  Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Contract.

9.6.  A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction. To the extent it is legally permitted to do so, the disclosing party shall give the other party as much notice of such disclosure as possible. Where notice of disclosure is not prohibited and is given in accordance with this clause, the disclosing party shall take into account the reasonable requests of the other party in relation to the content of such disclosure.

9.7.  All materials, equipment and tools, drawings, specifications and data supplied by Acuutech to the Customer shall at all times be and remain the exclusive property of Acuutech, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to Acuutech, and shall not be disposed of or used other than in accordance with Acuutech’s written instructions or authorisation.

9.8.  The parties shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and shall not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if the activity, practice or conduct had been carried out in the UK.

9.9.  The Customer shall comply with any of Acuutech’s relevant business policies as notified to the Customer and will approve and sign any GDPR or other data protection policies or documents provided by Acuutech and which are relevant to the Services.

10.  Limitation of liability

10.1.  The following provisions set out the entire financial liability of Acuutech (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:

(a)  any breach of the Contract however arising;

(b)  any use made by the Customer of the Services, Good, the Deliverables or any part of them; and

(c)  any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

10.2.  All warranties, conditions and other terms implied by statute or common law are, to the greatest extent permitted by law, excluded from the Contract.

10.3.  Nothing in these conditions excludes the liability of Acuutech for death or personal injury caused by Acuutech’s negligence or for fraud or fraudulent misrepresentation.

10.4.  Acuutech shall have no liability for any failure to deliver the Goods or Services or meet any time frame, to the extent that such failure is caused partly or entirely by any circumstances outside of Acuutech’s control including, but not limited to, the Customer’s failure to provide Acuutech with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or Services; strikes, lock-outs or other industrial disputes (whether involving the workforce of Acuutech or any other party); failure of a utility service or transport network; act of God, war, riot or civil commotion; malicious damage; compliance with any law or governmental order, rule, regulation or direction; or accident, breakdown of plant or machinery, fire, flood, storm or default of Acuutech’s subcontractors.

10.5.  The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

10.6.  If:

(a)  the Customer gives notice in writing to Acuutech within 1 week of delivery that some or all of the Goods do not comply with order;

(b)  Acuutech is given a reasonable opportunity of examining such Goods; and

(c)  the Customer (if asked to do so by Acuutech) returns such Goods to Acuutech’s place of business at the Customer’s cost,

Acuutech shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. The terms of this Contract shall apply to any repaired or replacement Goods.

10.7.  Acuutech shall not be liable for the Goods if :

(a)  the Customer makes any further use of such Goods after giving notice in accordance with the clause above;

(b)  any defect arises because the Customer failed to follow Acuutech’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c)  the defect arises as a result of Acuutech following any drawing, design or specification supplied by the Customer;

(d)  the Customer alters or repairs such Goods without the written consent of Acuutech;

(e)  the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f)  the Goods differ from their description or the specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

10.8.  Acuutech shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty however arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits; loss of business; or depletion of goodwill or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

10.9.  Save for clause 10.3, Acuutech’s total liability in contract, tort (including negligence or breach of statutory duty however arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services.

11.  Termination

11.1.  Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:

(a)  the other party commits an intentional and material breach of any other term of this Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(b)  the other party repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;

(c)  the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(d)  the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e)  the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(f)  a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(g)  an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

(h)  the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(i)  a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j)  a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; or

(k)  the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy;

11.2.  Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect.

11.3.  Termination of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

12.  Waiver

12.1.  No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.  Rights and remedies

13.1.  Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

14.  Severance

14.1.  If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.

14.2.  If any provision or part-provision of this Contract is deemed deleted, the parties shall negotiate in good faith to amend such provision so that, to the greatest extent possible, the amended provision achieves the intended commercial result of the original provision.

15.  Entire agreement and Variation

15.1.  This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2.  Each party acknowledges that, in entering into this Contract, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.

15.3.  Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

15.4.  No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on Acuutech unless in writing and signed by a director of Acuutech.

16.  Assignment

16.1.  The Customer shall not, without the prior written consent of Acuutech, assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

16.2.  Acuutech may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

17.  No partnership or agency

17.1.  Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

18.  Third party rights

18.1.  This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

19.  Notices

19.1.  Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or sent by email to an agreed email address.

19.2.  Any notice or communication shall be deemed to have been received:

(a)  if delivered by hand, at the time the notice is left at the proper address;

(b)  if sent by pre-paid first-class post or other next working day delivery service or by fax, at 9.00 am on the second day after sending; and

19.3.  This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

20.  Governing law

20.1.  The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.

21.  Jurisdiction

21.1.  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).