Table of Contents
2. TERM OF ENGAGEMENT
3. DUTIES AND OBLIGATIONS
6. OTHER ACTIVITIES
7. RESTRICTIVE COVENANTS
8. CONFIDENTIAL INFORMATION
9. DATA PROTECTION
10. INTELLECTUAL PROPERTY
11. INSURANCE AND LIABILITY
13. OBLIGATIONS ON TERMINATION
16. ENTIRE AGREEMENT
19. THIRD PARTY RIGHTS
20. GOVERNING LAW
The following definitions and rules of interpretation apply in this Agreement (unless the context requires otherwise).
Board means the board of directors of the Client (including any committee of the board duly appointed by it).
Business of the Client means conducting competitor research to provide insights into how competitors design their apps and websites
Business Opportunities means any opportunities which the Contributor becomes aware of during the Agreement which relate to the Business of the Client or which the Board reasonably considers might be of benefit to the Client.
Business Day means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Capacity means as agent, Contributor, director, employee, owner, partner, shareholder or in any other capacity.
Commencement Date shall be the date the Contributor confirms their acceptance to this Agreement.
Client Property means all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Client or its customers and business contacts, and any equipment, keys, hardware or software provided for the Contributor's use by the Client during the Agreement, and any data or documents (including copies) produced, maintained or stored by the Contributor on the Client or the Contributor's computer systems or other electronic equipment during the Agreement.
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, customers, clients, suppliers, products, 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, customers, clients, agents, distributors, shareholders, management or business contacts, including (but not limited to) information that the Contributor creates, develops, receives or obtains in connection with the Agreement, whether or not such information (if in anything other than oral form) is marked confidential.
Customer means any customer of Behind Login Limited.
Deliverable means any outputs of the Services and any other documents or materials provided by the Contributor to the Client, including but not limited to completing surveys, joining research video calls with a member of the Board or other researchers, sending videos, screenshots, email/WhatsApp conversations.
Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Engagement means any engagement of the Contributor by the Client to provide Services to the Client under the terms of this agreement, as confirmed each time in writing.
Intellectual Property Rights means patents, rights to Inventions, copyright and related rights, moral rights, trademarks, 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 Contributor in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.
Services means the services provided by the Contributor in a consultancy capacity for the Client as more particularly described in writing from one Engagement to the next.
Substitute means a substitute engaged by the Contributor under the terms of clause 3.3
Termination Date means the date of termination of this Agreement, howsoever arising.
Restricted Customer means any firm, company or person who is a customer or prospective customer of the Client with whom the Contributor has contacted or about whom they are aware or informed in the course of their Engagement with the Client.
Works means all records, reports, videos, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Contributor in the provision of the Services.
1.2 The headings in this Agreement are inserted for convenience only and shall not affect its construction.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.5 A reference to writing or written includes email, WhatsApp, or other messaging service approved by the Client.
2. TERM OF ENGAGEMENTS
2.1 The Client shall engage the Contributor under various Engagements and the Contributor shall provide the Services on the terms of this Agreement from the Commencement Date.
2.2 Any Engagement shall commence and continue as confirmed in writing unless and until cancelled:
(a) as provided by the terms of this Agreement; or
(b) by either party giving to the other not less than 7 days prior written notice.
3. DUTIES AND OBLIGATIONS
3.1 During any Engagement the Contributor shall:
(a) provide the Services, including the Deliverables, with all due care, skill and ability and use their best endeavours to promote the interests of the Client;
(b) unless prevented by ill health or accident, devote the required amount of time in each calendar month as detailed in the written confirmation of each Engagement to the carrying out of the Services together with such additional time, if any, as may be necessary for their proper performance; and
(c) promptly give to the Board all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services, including the Deliverables, or the Business of the Client.
3.2 If the Contributor is unable to provide the Services due to illness or injury, they shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with clause 4 in respect of any period during which the Services are not provided.
3.3 The Contributor may, with the prior written approval of the Board and subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services on their behalf, provided that the Substitute shall be required to enter into direct undertakings with the Client, including with regard to confidentiality. The Contributor shall shall be responsible for the remuneration of the Substitute. For the avoidance of doubt, the Contributor will continue to be subject to all duties and obligations under this Agreement for the duration of the appointment of the Substitute.
3.4 If a Substitute is appointed, the provisions relating to sub-processor obligations under clause 9 will apply.
3.5 The Contributor shall use reasonable endeavours to ensure that they are available at all times on reasonable notice to provide such assistance or information as the Client may require.
3.6 Unless they have been specifically authorised to do so by the Client in writing, the Contributor shall not:
(a) have any authority to incur any expenditure in the name of or for the account of the Client; or
(b) hold themselves out as having authority to bind the Client.
3.7 The Contributor shall comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
3.8 The Contributor undertakes to the Client that during the Agreement they shall take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to their knowledge and, in any event, before the same shall have been offered by the Contributor (or caused by the Contributor to be offered) to any other party.
3.9 The Contributor may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
(a) the Client will not be liable to bear the cost of such functions; and
(b) at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.
3.10 The Contributor shall:
(a) comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) 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 such activity, practice or conduct had been carried out in the UK;
(c) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Contributor in connection with the performance of this Agreement;
(d) ensure that all persons associated with the Contributor or other persons who are performing services in connection with this Agreement comply with this clause 3.10; and
3.11 Failure to comply with clause 3.10 may result in the immediate termination of this Agreement.
3.12 The Contributor shall:
(a) not engage in any activity, practice or conduct which would constitute either:
(i) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or
(ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
(b) promptly report to the Client any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 or any suspected tax evasion offences or facilitation of tax evasion offences, whether under UK law or under the law of any foreign country, in connection with the performance of this Agreement;
(c) ensure that all persons associated with the Contributor or other persons who are performing services in connection with this Agreement comply with this clause 3.12; and
3.13 Failure to comply with clause 3.12 may result in the immediate termination of this Agreement.
4.1 The Client shall pay the Contributor the fees confirmed in writing in relation to each Engagement following the achievement of a Deliverable to the satisfaction of the Client.
4.2 In consideration of the provision of the Services during the Agreement, the Client shall pay the Contributor in accordance with clause 4.1 within 14 days of receipt.
4.3 The Client shall be entitled to deduct from the fees (and any other sums) due to the Contributor any sums that the Contributor may owe to the Client at any time.
4.4 Payment in full or in part of the fees claimed under clause 4 shall be without prejudice to any claims or rights of the Client against the Contributor in respect of the provision of the Services.
5.1 The Contributor shall bear their own expenses incurred in the course of each Engagement.
6. OTHER ACTIVITIES
6.1 Nothing in this Agreement shall prevent the Contributor from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Agreement provided that:
(a) such activity does not cause a breach of any of the Contributor's obligations under this Agreement;
(b) the Contributor shall give priority to the provision of the Services to the Client over any other business activities undertaken by the Contributor during the course of the Engagement.
7. RESTRICTIVE COVENANTS
7.1 The Contributor shall not:
(a) solicit or endeavour to entice away from the Client the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer;
(b) be involved with the provision of services to (or otherwise have any business dealings with) any Restricted Customer, unless as part of an Engagement for Services or with written consent from the Client;
(c) at any time after Termination, represent themselves as being connected with the Client in any Capacity, other than as a former independent Contributor, or use any registered names or trading names associated with the Client.
7.2 The restrictions imposed on the Contributor by this clause 7 apply to them acting:
(a) directly or indirectly; and
(b) on their own behalf or on behalf of, or in conjunction with, any firm, company or person.
7.3 This clause 7 shall continue in effect for 12 months after the Termination Date.
8. CONFIDENTIAL INFORMATION
8.1 The Contributor acknowledges that in the course of the Agreement they will have access to Confidential Information. The Contributor has therefore agreed to accept the restrictions in this clause 8.
8.2 The Contributor shall not (except in the proper course of their duties), either during the Agreement or at any time after the Termination Date, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
(a) any use or disclosure authorised by the Client or required by law; or
(b) any information which is already in, or comes into, the public domain otherwise than through the Contributor's unauthorised disclosure.
8.3 At any stage during the Agreement, the Contributor will promptly on request return all and any Client Property in their possession to the Client.
8.4 Nothing in this clause 8 shall prevent the Contributor or the Client (or any of its officers, employees, workers or agents) from:
(a) reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or
(b) doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority; or
(c) whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or
(d) complying with an order from a court or tribunal to disclose or give evidence; or
(e) making any other disclosure as required by law.
9. DATA PROTECTION
9.1 The Client will collect and process information relating to the Contributor in accordance with the latest data protection practices, including GDPR and the UK Data Protection Act 2018.
9.2 The remaining subclauses in this clause 9 is not a contractual provision.
9.3 The Client will ensure all personal data collected and processed is only done as a requirement for the proper operation of this Agreement. All personal data will be:
(a) Used lawfully, fairly and in a transparent way.
(b) Collected only for valid purposes that the Client has clearly explained to the Contributor and not used in any way that is incompatible with those purposes.
(c) Relevant to the purposes the Client has told the Contributor about and limited only to those purposes.
(d) Accurate and kept up to date.
(e) Kept only as long as necessary for the purposes the Client has told the Contributor
(f) Kept securely.
9.4 The Client may collect, store, and use the following categories of personal information about the Contributor:
(a) Personal contact details such as name (to be displayed on the Clients website for the Client’s customers to see), title, addresses, telephone numbers, and personal email addresses.
(b) Date of birth
(d) Marital status
(e) Bank account details
(f) Delivery and performance information
(g) Results of HMRC employment status check, details of your interest in and connection with the intermediary through which your services are supplied.
(h) Location of workplace
(i) Compensation history
(j) Performance information
(k) Photographs (to be displayed on the Clients website for the Client’s customers to see)
(l) Information about use of information and communications systems.
9.5 The Client will only use the Contributor’s personal data as the law permits. Most commonly, the Client will use personal data in the following circumstances.
(a) Where the Client needs to perform a contract, such as entering into and administering this Agreement.
(b) To display certain information about the Contributor on the Client’s website (as indicated above) for the Client’s customers to better understand how the Deliverables have been obtained.
(c) To comply with a legal obligation.
(d) Where it is necessary for legitimate interests pursued by the Client or a third party and the Contributor’s interests and fundamental rights do not override those interests (such as the Client’s customers). The Client’s accounting and other records would fall under this category.
(e) Where the Client needs to protect the Contributor’s interests (or someone else's interests).
(f) Where it is needed in the public interest.
9.6 If the Contributor fails to provide certain information when requested, the Client may not be able to perform the contract entered into by the parties, or the Client may be prevented from complying with their legal obligations (such as to ensure the Contributor’s health and safety).
9.7 The Client will only use the Contributor’s personal data for the purposes of this Agreement, unless the Client reasonably considers that they need to use it for another reason and that reason is compatible with the original purpose. If the Client needs to use personal data for an unrelated purpose, they will notify the Contributor and explain the legal basis which allows them to do so.
9.8 Please note that the Client may process the Contributor’s personal information without their knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
9.9 Apart from the performance of normal business services by accountants and other professional service providers like lawyers – all of whom are based in the UK, the Client does not pass Contributor personal data on to any other third parties.
9.10 The Client will only retain personal data for as long as reasonably necessary to fulfil the purposes under this Agreement, including the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements. The Client may retain personal data for a longer period in the event of a complaint or if the Client reasonably believes there is a prospect of litigation in respect of the relationship under this Agreement.
9.11 The Client has put in place appropriate security measures to prevent personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, the Client limits access to personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process the Contributor’s personal data on the Client’s instructions and they are subject to a duty of confidentiality.
9.12 The Contributor will have a right to:
(a) Request access to their personal data.
(b) Request correction of their personal data.
(c) Request erasure of their personal data.
(d) Object to processing of their personal data.
(e) Request restriction of processing their personal data.
(f) Request transfer of their personal data.
(g) Withdraw consent.
10. INTELLECTUAL PROPERTY
10.1 The Contributor hereby assigns to the Client all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this Agreement, the Contributor holds legal title in these rights and inventions on trust for the Client.
10.2 The Contributor undertakes:
(a) to notify to the Client in writing full details of any Inventions promptly on their creation;
(b) to keep details of all Inventions confidential;
(c) whenever requested to do so by the Client and in any event on the termination of the Agreement, promptly to deliver to the Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in their possession, custody or power;
(d) not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Client; and
(e) to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Client.
10.3 The Contributor warrants to the Client that:
(a) they have not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;
(b) they are unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
(c) the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party.
10.4 The Contributor agrees to indemnify the Client and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Contributor to the Client during the course of providing the Services.
10.5 The Contributor waives any moral rights in the Works to which they are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the Contributor's moral rights.
10.6 The Contributor acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this Agreement are due or may become due to the Contributor in respect of the performance of their obligations under this clause 10.
10.7 The Contributor undertakes, at the expense of the Client, at any time either during or after the Agreement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Board, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Client and to defend the Client against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions.
10.8 The Contributor irrevocably appoints the Client to be their attorney in their name and on their behalf to execute documents, use the Contributor's name and do all things which are necessary or desirable for the Client to obtain for itself or its nominee the full benefit of this clause.
11. INSURANCE AND LIABILITY
11.1 The Contributor shall have personal liability for and shall indemnify the Client for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Contributor, or a Substitute engaged by the Contributor of the terms of this Agreement, including any negligent or reckless act, omission or default in the provision of the Services.
12.1 Notwithstanding the provisions of clause 2.2, the Client may terminate the Agreement with immediate effect with no liability to make any further payment to the Contributor (other than in respect of amounts accrued before the Termination Date) if at any time the Contributor:
(a) commits any gross misconduct affecting the Business of the Client;
(b) commits any serious or repeated breach or non-observance of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful directions of the Client;
(c) is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
(d) is in the reasonable opinion of the Board negligent or incompetent in the performance of the Services;
(e) is declared bankrupt or makes any arrangement with or for the benefit of their creditors or has a county court administration order made against them under the County Court Act 1984;
(f) dies or is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 14 days in any 52-week consecutive period;
(g) commits any fraud or dishonesty or acts in any manner which in the opinion of the Board brings or is likely to bring the Contributor or the Client into disrepute or is materially adverse to the interests of the Client;
(h) commits any breach of the Client's policies and procedures;
(i) commits any offence under the Bribery Act 2010; or
(j) commits a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.
12.2 The rights of the Client under clause 12.1 are without prejudice to any other rights that it might have at law to terminate the Agreement or to accept any breach of this Agreement on the part of the Contributor as having brought the Agreement to an end. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of these rights.
13. OBLIGATIONS ON TERMINATION
13.1 On the Termination Date the Contributor shall:
(a) immediately deliver to the Client all Client Property and original Confidential Information in their possession or under their control;
(b) subject to the Client's data retention guidelines, irretrievably delete any information relating to the Business of the Client stored on any magnetic or optical disk or memory (including but not limited to any Confidential Information) and all matter derived from such sources which is in their possession or under their control outside the premises of the Client. This obligation includes requiring any Substitute to delete such information where applicable. For the avoidance of doubt, the contact details of business contacts made during the Agreement are regarded as Confidential Information and, as such, must be deleted from personal social or professional networking accounts; and
(c) provide a signed statement that they have complied fully with their obligations under this clause 13, together with such evidence of compliance as the Client may reasonably request.
14.1 The relationship of the Contributor to the Client will be that of independent contractor and nothing in this Agreement shall render them an employee, worker, agent or partner of the Client and the Contributor shall not hold themselves out as such.
14.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Contributor shall be fully responsible for and shall indemnify the Client for and in respect of:
(a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Contributor shall further indemnify the Client against all 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; and
(b) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Contributor or any Substitute against the Client arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Client.
(c) The preceding subsections of this clause 14.2 on an international basis
14.3 The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Contributor.
15.1 Any notice or other communication given to a party under or in connection with this Agreement 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 the address given in this Agreement or as otherwise notified in writing to the other party.
15.2 Unless proven otherwise, 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 address given in this Agreement or given to the addressee; or
(b) if sent by email, at the time of transmission
15.3 If deemed receipt under clause 15.2 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this clause 15.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
15.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
16. ENTIRE AGREEMENT
16.1 This Agreement 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.
16.2 Each party acknowledges that in entering into this Agreement 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 Agreement.
16.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
17.1 No variation of this Agreement or of any of the documents referred to in it shall be effective unless it is agreed by the parties (or their authorised representatives) in writing.
18.1 This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.
19. THIRD PARTY RIGHTS
19.1 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.
19.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
20. GOVERNING LAW
20.1 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.
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 Agreement or its subject matter or formation (including non-contractual disputes or claims).