This Parties to this agreement are CLIENT of CLIENT POSTAL ADDRESS (the Client) and Hoffbrand Consulting Limited (the Supplier).
The Agreement will be in accordance with the following Terms and Conditions unless and until an alternative is specifically agreed between the Parties.
“Agreement”: this Agreement between the Client and the Supplier for the supply of Services in accordance with the Agreement Details, the Conditions and any Schedules.
“Applicable Law”: this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
“Business Day”: shall refer to a normal working day in the United Kingdom, that is a normal calendar day, other than a Saturday, Sunday or official holiday in the United Kingdom.
“Business Hours”: shall refer to normal business hours in the United Kingdom, namely between 9am and 5pm any day other than a Saturday, Sunday or official holiday in the United Kingdom.
“Client”: means the organisation for which the Services are being provided.
“Client Data”: is defined as electronic files including documents, workbooks, presentations and emails that are related to the work being carried out by CLIENT on behalf of its clients. It includes metadata such as Client and Matter references and other related metadata.
“Client Representative/Contact”: such person as the Client shall notify to Hoffbrand Consulting Limited from time to time in writing and is the person responsible for managing the project on behalf of the Client.
“Client Personal Data” means any personal data which is processed from time to time by or on behalf of Hoffbrand Consulting Limited for or on behalf of the Client under or in connection with the Agreement and/or in the course of the Services.
“Commencement Date”: the date on which this agreement becomes effective, as specified in Clause 5.
“Conditions”: these terms and conditions as set out in Clause 1 (Introduction) to Clause 15 (General) (inclusive).
“Confidential Information”: any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential.
“Data Protection Laws” means all applicable laws, rules and regulations applicable from time to time in force in the United Kingdom relating to data protection, privacy and/or the processing of data relating to identified or identifiable individuals from time to time, including the Data Protection Act 1998, the GDPR (with effect from the date that it takes effect) and any laws and regulations that implement, supplement or amend the GDPR.
“Database”: the compilation of any data supplied to the Supplier by, or on behalf of, the Customer or generated by the Supplier from any such data.
“Data Migration” is the transfer of client data from existing data repositories into NetDocuments using best practices as defined by NetDocuments Software Inc and using importing software provided by NetDocuments Software Inc.
“Deliverables”: all documents, products and materials developed by the Supplier or its third-party agents, contractors or personnel as part of or in relation to the Services in any form, including, without limitation computer systems, data, reports, training and specification (including drafts).
“GDPR” means the General Data Protection Regulation (EU) 2016/679.
“Intellectual Property Rights”: means patents, rights to Inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Invention”: means any invention, idea, discovery, development, improvement or innovation made by the Supplier or by any Relevant Person in connection with the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium;
“Jurisdiction”: Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Appendix or its subject matter or formation.
“Relevant Persons”: the Supplier, its directors, employees, consultants or representatives.
“Restricted Transfer” means the transfer of any Client Personal Data to any country or organisation, where such transfer would be prohibited by Data Protection Laws (or the terms of data transfer agreements put in place to address data transfer restrictions in Data Protection Laws) in the absence of the use appropriate contractual clauses that have been approved by the relevant supervisory authorities under applicable Data Protection Laws.
The terms “controller”, “processor”, “data subject”, “personal data”, “processing” and related expressions shall have the meanings given to them in the Data Protection Laws.
“Services”: means the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Agreement, as described in Appendix A.
“Supplier”: Hoffbrand Consulting Limited is a company registered in England. Company number 6831118. VAT Number GB946 7950 69. Registered Office: Harben House, Harben Parade, Finchley Road, LONDON, NW3 6LH.
“System Acceptance”: means the system is deemed to be accepted on the day that any user starts to use the system for the normal work activities of the Client.
“Termination Date”: the date of expiry or termination of this Agreement.
“Works”: means all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by the Supplier or any Relevant Persons in connection with the provision of the Services.
3 Purpose of the Agreement
The purpose of the Agreement is to define contractual terms and conditions for the provision of consultancy services for a NetDocuments implementation (the Services).
Further details of the Services are set out in the attached Appendix A – Description of the Services.
4 Client Organisation and Client Contact
The Client is CLIENT of CLIENT POSTAL ADDRESS and the client contact is CLIENT CONTACT.
5 Commencement date and Duration
This Agreement will commence on a date to be agreed and will continue unless and until termination in accordance with clause 7 below.
6 Provision of the Services
Unless otherwise agreed in advance by the Client Contact in writing:
- Hoffbrand Consulting Limited shall procure that the Services are provided to the Client by Paul Hoffbrand or by a third-party consultant approved by Paul Hoffbrand (the third-party consultant is to be approved by the Client prior to any work being carried out);
- the Services shall be provided at the offices of the Client or other premises as required generally limited to the offices of Hoffbrand Consulting Limited.
- Hoffbrand Consulting Limited warrants and represents that it, its employees and agents possess the requisite qualifications and/or experience to provide the Services and acknowledge the Client is relying upon its expertise in providing such Services.
The Services shall be provided on such days and at such times as shall be agreed in advance with the Client Contact.
Hoffbrand Consulting Limited shall provide the Services will all due care and skill.
The Client is to provide a suitable NetDocuments Administrator email address, for example ndadmin(Replace this parenthesis with the @ sign)clientdomain.com or info(Replace this parenthesis with the @ sign)clientdomain.com">info(Replace this parenthesis with the @ sign)clientdomain.com to Hoffbrand Consulting. Access to the email account (email server details or online link together with username and password) to be provided within 10 working days of the commencement of this contract. This email address will be accessed very rarely and possibly even only once in order to set up the NetDocuments Administrator account.
If the client is properly licensed to via a Microsoft Office 365 agreement, depending on the level of the agreement, a shared mailbox which is free of charge (as at April 2018 and subject to confirmation) is acceptable. However, if an email address is not available due to licensing restrictions, Hoffbrand Consulting Limited can provide an email address from one of its domains.
This Agreement may be terminated by either party giving one month’s notice in writing to the other. The Client may terminate the agreement immediately in the event that Hoffbrand Consulting Limited commits any material breach of the terms of this Agreement, or where a consultant of Hoffbrand Consulting Limited acts negligently, or in a manner that seriously harms the reputation of the Client or behaves in a way that is inconsistent with the Client’s disciplinary rules.
Upon termination of this Agreement, Hoffbrand Consulting shall and shall procure that all of its Relevant Persons shall immediately deliver to the Client any and all property belonging to the Client which may be in its or their possession or under its or their control and irretrievably delete any and all information in relation to the business of the Client stored by it or any of them on any device.
8 Fees and expenses
Fees for the performance of the Services will be as follows:
A daily rate of £900.00 (eight hundred and seventy-five GB Pounds). VAT will be added at the appropriate rate unless the client is exempt.
A day consists of 7.5 hours. Time spent is recorded for each minute (including travelling time). Any time over two hours will attract a minimum half day charge.
Disbursements including travel, subsistence and other expenses, will be charged to the client at cost where specifically agreed in advance between the parties.
9 Invoices and payment
Invoices for the Services and any agreed expenses incurred will be submitted on a regular basis by Hoffbrand Consulting Limited. Payment in GB Pounds shall be made within 30 days of the date of the invoice using electronic funds transfer to Hoffbrand Consulting Limited’s bank account as specified on each invoice for this purpose.
If a payment is late, Hoffbrand Consulting reserves the right to charge interest on the outstanding amount at a reasonable daily rate.
One third of the estimated total contract cost is payable on the Commencement date as defined in paragraph 5 above.
Any charges levied for outgoing bank transaction fees are at the cost of the Client. Any charges for incoming transactions will be borne by Hoffbrand Consulting Limited.
Any outstanding invoices or recorded time yet to be invoiced will become due for payment 30 days after the System Acceptance.
Hoffbrand Consulting Limited is responsible for and shall indemnify the Client for and in respect of all United Kingdom taxation and National Insurance Contributions or similar statutory liabilities, deductions, assessments or claims arising from or made in connection with the performance of the Services or in respect of the fees charged pursuant to this Agreement, where such recovery is not prohibited by law, and any reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim.
Hoffbrand Consulting Limited acknowledges that in providing the Services it and its directors, employees, consultants and representatives may have access to Confidential Information (as defined below). Hoffbrand Consulting Limited therefore agrees to accept the restrictions contained in this clause 11.
Hoffbrand Consulting Limited shall not, and shall procure that none of its directors, employees, consultants or representatives (together ‘Relevant Persons’) shall, either during the term of this Agreement or at any time thereafter, use or disclose to any third party (and shall use its best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to:
- any use or disclosure authorised by the Client or required by law; or
- any information which is already in or comes into the public domain otherwise than through unauthorised disclosure by Hoffbrand Consulting Limited or any Relevant Persons.
In this clause 11, ‘Confidential Information’ means information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, clients, affairs and finances of the Client for the time being confidential to the Client and trade secrets including, without limitation, technical data and know-how relating to the business of the Client or any of its suppliers, clients, agents, distributors, members, management or business contacts, including (but not limited to) information that Hoffbrand Consulting Limited or any Relevant Person creates, develops, receives or obtains in connection with the provision of the Services, whether or not such information (if in anything other than oral form) is marked confidential.
Except where specifically agreed otherwise, all material, data, information etc. collected during the course of the Agreement will remain the property of the Client and not used without permission.
11.1 Data Protection
11.1.1 Processing of Client Personal Data
The Client shall be the data controller and Hoffbrand Consulting Limited shall be the data processor in respect of Client Personal Data processed by Hoffbrand Consulting Limited on the Client’s behalf in performing its obligations under the Agreement.
Hoffbrand Consulting Limited shall comply with all applicable Data Protection Laws at all times when processing Client Personal Data.
Hoffbrand Consulting Limited shall (at its own cost):
- only process the Client Personal Data in accordance with the Client’s written instructions from time to time, unless such processing is required by any law (other than contract law) to which Hoffbrand Consulting Limited is subject, in which case, Hoffbrand Consulting Limited shall (to the extent permitted by law) inform the Client of that legal requirement before carrying out the processing, unless that law prohibits disclosure of such information on important grounds of public interest. Hoffbrand Consulting Limited shall keep a written record of all such processing which shall include the information required to be kept under Article 30 of the GDPR. Hoffbrand Consulting Limited shall promptly notify the Client if it considers that the Client’s instructions breach Data Protection Laws;
- take all appropriate technical and organisational measures to ensure a level of security for the Client Personal Data which is appropriate to the risks to individuals that may result from the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Client Personal Data;
- inform the Client immediately if at any time it becomes aware that: (i) there is a breach or suspected breach of security in relation to any Client Personal Data; (ii) any Client Personal Data is or is suspected to be used, disclosed to or accessed by a third party except in accordance with the Agreement; or (iii) any Client Personal Data is lost, corrupted, destroyed or otherwise rendered unusable outside of the normal processing of data. Hoffbrand Consulting Limited shall, at its own cost, immediately take such actions as the Client shall require to remedy the breach and to avoid (or where that is not possible to minimise) potential loss, damage or distress to affected individuals;
- not engage or authorise (and shall ensure that no sub-processor of any tier engages or authorises) a sub-processor or any other third party (other than Hoffbrand Consulting Limited’s own staff) to process the Client Personal Data unless:
- it has obtained prior written consent from the Client (which may be granted or withheld in its sole discretion); and
- the proposed sub-contractor has entered into a contract with Hoffbrand Consulting Limited incorporating provisions equivalent to those in this Data Protection Appendix relating to (among others) confidentiality, data protection and security. For the avoidance of doubt, Hoffbrand Consulting Limited shall remain liable for the acts and omissions of its sub-contractors as if they were Hoffbrand Consulting Limited’s own;
- not make or permit any Restricted Transfer of any Client Personal Data to be made without the Client’s prior written consent and subject to the implementation of such measures and the conclusion of all necessary contracts as are required to enable the Client to comply with Data Protection Laws in relation to such transfer; and
- provide all necessary assistance to enable the Client to:
- fulfil its obligations to respond to any requests from data subjects and/or any supervisor authority in accordance with Data Protection Laws. This shall include promptly complying with any written request by the Client to amend, transfer, delete, suspend or restrict the processing of Client Personal Data; and
- comply with its obligations to conduct privacy impact assessments and consult with regulatory bodies in relation to any data processing undertaken under the Agreement;
- make available to the Client all information, documentation and assistance that the Client request from time to time to enable the Client to: (i) verify that Hoffbrand Consulting Limited is in compliance with these terms; and/or to (ii) comply with the Client’s obligations under Data Protection Laws and to respond to any requests or requirements of any applicable regulator, provided that the Client shall keep such information or documentation confidential; and
- subject to the Client entering into such confidentiality undertakings as Hoffbrand Consulting Limited reasonably requires, permit the Client (either itself or through third party auditors appointed by the Client) to audit Hoffbrand Consulting Limited’s compliance with these terms. Hoffbrand Consulting Limited shall provide the Client (and its third-party auditors) on request with such reasonable access to Hoffbrand Consulting Limited’s records and systems as may be required for the purposes of these audits.
Hoffbrand Consulting Limited shall ensure that:
- access to the Client Personal Data is limited to those individuals who need access in order to meet Hoffbrand Consulting Limited’s obligations under the Agreement (together the “Authorised Personnel”); and
- all Authorised Personnel are appropriately trained in the handling of personal data, are informed of the confidential nature of the Client Personal Data and are bound by appropriate confidentiality obligations when accessing it.
11.1.2 Reasonable Steps
Hoffbrand Consulting Limited shall also take reasonable steps to ensure the reliability of all Authorised Personnel and be responsible for their acts and omissions as if they were those of Hoffbrand Consulting Limited itself.
- If Hoffbrand Consulting Limited receives any complaint, notice or communication which relates directly or indirectly to the processing by Hoffbrand Consulting Limited of the Client Personal Data, it shall immediately notify the Client and it shall provide the Client with full co-operation and assistance in relation to any such complaint, notice or communication.
- If at any time, in the Client’s opinion, it needs to amend the Agreement in order to comply with its obligations under Data Protection Laws, Hoffbrand Consulting Limited agrees to enter into a written variation of the Agreement to make the amendments which in the Client’s reasonable opinion are required.
- On the expiry or termination of the provision of the Services (“Services Termination”), Hoffbrand Consulting Limited shall notify the Client of the Client Personal Data that it holds. Where requested by the Client, Hoffbrand Consulting Limited shall immediately transfer to the Client (or any replacement supplier nominated by the Client) a copy of all Client Personal Data in a non-proprietary format. Promptly after the expiry of 60 days following Services Termination, Hoffbrand Consulting Limited shall securely and permanently destroy all copies of Client Personal Data in its possession or control (other than any copy transferred to the Client in accordance with this paragraph) unless Hoffbrand Consulting Limited is required by law to retain any copies of such data. Hoffbrand Consulting Limited shall be the data controller in relation to any such retained Client Personal Data, shall process it solely as necessary to comply with its legal obligations and shall comply with all Applicable Data Protection Laws in relation to such data.
11.1.3 Client’s Responsibilities
- The Client agrees that it shall not disclose or transfer any personal data to Hoffbrand Consulting Limited that Hoffbrand Consulting Limited is not lawfully permitted to process. Each party agrees to notify the other party if it becomes aware of any accidental disclosure or transfer of such personal data by the Client to Hoffbrand Consulting Limited, and Hoffbrand Consulting Limited agrees that it shall, at the Client’s direction, delete or return such personal data to the Client and delete existing copies.
- The Client agrees that it shall give proper instructions to Hoffbrand Consulting Limited, in accordance with the Data Protection Laws, to enable Hoffbrand Consulting Limited to comply with its obligations set out in clause 11.1.
12 Data Migration
Data storage systems provided by different organisations use underlying systems that are different from that as provided by the NetDocuments service. This means that the time taken and the definition of the process to migrate the data cannot be defined and, for the avoidance of doubt, the effort taken to migrate the data is estimated.
The Client is responsible for the provision of the details (metadata) of the items to be imported. The definition of the metadata will be agreed by all parties prior to commencement of the migration. If the client is unable to provide the metadata, Hoffbrand Consulting Limited may be able to assist using the agreed daily fee rate. Third-party tools may be required and if so, the client will be charged the actual cost of the software or service.
Depending on the quantity of items to be imported, a physical, not virtual, Microsoft Windows based system will be required to perform the import processes. Access to the data either via a network drive or URL is required and the provision of this is the responsibility of the client.
The software used to import the data is provided by NetDocuments Software Inc. and as such, Hoffbrand Consulting Limited cannot take responsibility for the performance of the software either in terms of speed or accuracy of the imported data. All reasonable efforts will be used to ensure a successful migration.
12.1 Client Data Location
Hoffbrand Consulting Limited should be provided with unlimited, unattended and secure access to the data on the clients’ systems. This can be with the use of a client-controlled email account via a virtual private network (VPN) or other virtual desktop system. In any case, the provision of a Microsoft Windows desktop environment is required.
It is recognised that the system setup noted in the previous paragraph might not always be possible and as such, it will be stored on computers running properly updated Microsoft Windows operating system with an external hard disk drive.
Both the internal and external hard disk drives are encrypted using Microsoft BitLocker and when the need to access the data has passed, the external hard disk drive will be reformatted to remove such data. If data is required to be stored on the system disk, for example due to restrictions imposed by third party storage vendors, when the need to access the data has passed, it will be deleted from the disk and the Recycle Bin will be emptied.
13 Publication of material for Marketing Purposes
Where the Agreement provides for the publication of material, the following specific conditions shall apply:
- the Client will retain the right to edit the final draft prior to publication subject, in the case of joint publications, to amendments proposed being agreed with the author(s).
- prior to publication, Hoffbrand Consulting Limited and/or others associated with the publication shall not disclose any material obtained or produced for the purposes of the project to any other party unless the Client has given prior approval in writing.
- Hoffbrand Consulting Limited will provide to the Client copies of all material, data etc. collected specifically for the project and indicate the source of other material used.
- The Client will, except where specifically agreed otherwise, hold copyright to the publication.
Other matters relating to the use of the material shall be covered as an Appendix to this Agreement. Where other uses are agreed, all material and publications based on the project shall acknowledge the Client.
14 Intellectual Property
All Works created, developed, invented, carried out or produced during the engagement or arising out of this Agreement, shall be deemed to have been made by or on behalf of the Client. The Works, together with the benefit of any such Works, belong exclusively to the Client.
Hoffbrand Consulting Limited warrants to the Client that it has obtained from each Relevant Person a written and valid assignment of all existing and future Intellectual Property Rights (as defined below) in the Works and the Inventions and of all materials embodying such rights and a written irrevocable waiver of all the statutory moral rights of such Relevant Person in the Works, to the fullest extent permissible by law, and that such Relevant Person has agreed to hold on trust for Hoffbrand Consulting Limited any such rights in which the legal title has not passed (or will not pass) to Hoffbrand Consulting Limited. Hoffbrand Consulting Limited agrees to provide to the Client a copy of this assignment on or before the date of this Agreement, if so requested.
Hoffbrand Consulting Limited will provide the Client with full details of all and any Works and Inventions and shall keep the same confidential.
Hoffbrand Consulting Limited hereby assigns to the Client, with full title guarantee, absolutely and free from all encumbrances, all existing and future Intellectual Property Rights in the Works and the Inventions (as defined in this clause) and all materials embodying these rights, with the intention that all such rights shall vest in the Client upon their creation.
Hoffbrand Consulting Limited, at the Client’s request and cost both during the term of the Agreement and thereafter, if required, take all steps as may be necessary or desirable to vest the Intellectual Property Rights in, and register or obtain patents or registered designs in, the name of the Client and to defend the Client against claims that any Works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works.
Nothing in this Agreement shall exclude or limit any party’s liability for:
- death or personal injury resulting from that party’s negligence;
- that party’s fraud or statements made fraudulently by that party; or
- any other acts or omissions for which the governing law prohibits the exclusion or limitation of liability.
No party will be liable under any circumstances for any:
- loss of profit, loss of business, loss of goodwill, loss of savings, claims by third parties, loss of anticipated savings, business interruption whether direct or indirect in each case; or
- pure economic loss, indirect loss or consequential loss whatsoever and howsoever caused; or
- punitive or exemplary damages (even if caused by that party’s negligence and/or breach of this Agreement and even if the party was advised that such loss would probably result).
Hoffbrand Consulting Limited will not be liable for any loss or claims arising in connection with this Agreement to the extent that such loss or claims could have been avoided or reduced by the use of advice from NetDocuments Help Desk Support, Hoffbrand Consulting Limited or reasonable practices and tools promulgated by NetDocuments to avoid such loss or claims.
Hoffbrand Consulting Limited’s aggregate liability to Customer for any claims, losses, damages or expenses whatsoever and howsoever caused arising out of this Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty, shall not exceed the total value of any professional indemnity or public liability insurance cover acquired by, and at the cost of Hoffbrand Consulting Limited.
Any rights of any person to enforce these terms pursuant to the Contracts (Rights of Third Parties) Act 1999 are excluded.
All other terms of this Agreement notwithstanding, Hoffbrand Consulting Limited shall not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond the reasonable control of Hoffbrand Consulting Limited (a “Force Majeure Event”), including fire, flood, strike, widespread Internet outage, industrial disturbance, denial of service attack, war, riot, insurrection, acts of God, pandemic, acts of civil or military authority. In the event of such a Force Majeure Event, time for delivery or other performance under this Agreement shall be as soon as practicable following such Force Majeure Event.
Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be sent by email to the relevant address below and shall be deemed served at the time of delivery, if delivered between 9am and 5pm on a business day, and if delivered after 5.30pm but prior to midnight on a business day or at any time on a day which is not a business day, it will be deemed served at 9am on the next following business day and if served after midnight but prior to 9.30am on a business day, it will be deemed served at 9am on that business day:
- if to Hoffbrand Consulting Limited, to paul(Replace this parenthesis with the @ sign)hoffbrand.consulting">paul(Replace this parenthesis with the @ sign)hoffbrand.consulting; and
- if to the Client, to CLIENT CONTACT EMAIL ADDRESS.
All times shown are in the United Kingdom.
No variation of this agreement shall be effective unless it is in writing and signed by the parties.
A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
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 Agreement or its subject matter or formation (including non-contractual disputes or claims).