PLEASE READ THIS AGREEMENT BEFORE USING LADELA SERVICES.
YOU MUST BE 18 OR OVER TO USE THE SOFTWARE OR SERVICES OFFERED BY US.
BY ACCESSING OR USING LADELA SOFTWARE OR SERVICES OFFERING, YOU (“the Customer or you”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR LADELA’S SOFTWARE AS A SERVICE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.
This Software Agreement (“Agreement”) is entered into between Customer and LADELA Limited incorporated and registered in Hong Kong with company number 2133610 (“LADELA or we”), whose registered office is at Kongling Building , 100 Jervois street, Sheung Wab Central, Hong Kong.
LADELA and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed thereunder.
(A) LADELA has developed a software applications to allow efficient appointment booking and scheduling management,
(B) The Customer wishes to use LADELA’s service in its business operations.
1.1. The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those individuals who are authorised by the Customer to use the Software.
Business Day: a day other than a Saturday or Sunday.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.5.
Customer Data: the data inputted by the Customer, Authorised Users for the purpose of using the Software or facilitating the Customer’s use of the Software.
Effective Date: the date of successful activation of a Subscription plan.
Licence type: regular (single product where end users are not charged) or extended (single product where end users can be charged)
Normal Business Hours: 8:00 – 16:00 CET, each Business Day.
Software: the online booking application provided by LADELA.
Subscription Fees: the subscription fees payable by the Customer to LADELA for the usage of the value-added services (SMS), as set out at LADELA website https://dev.booking-wp-plugin.com
Subscription plan: on the plans offered by LADELA website https://dev.booking-wp-plugin.com
Subscription Term: has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support: assistance with reported bugs and issues, but does not include customisation and installation
1.2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9. A reference to writing or written includes e-mail.
1.10. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
- Software Services
2.1. During the Licence Period, Customer will receive a non exclusive, non-assignable, royalty free, worldwide right to access and use the Software solely for your internal business operations subject to terms and conditions set forth in this Agreement.
2.2. Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of Customer. Should Customer require any customization of the Software or additional features, it shall address to LADELA. However, LADELA is not obliged to provide any additional services to Customer.
3.1. Software is a software applications to allow efficient appointment booking and scheduling management.
3.2. Software was developed by LADELA and all property rights belong to LADELA.
3.3. Other than the right of usage of the Software as set forth herein no rights are granted to Customer under this Agreement.
- Service Level
4.1. Software is designed to perform as stable as possible, however, LADELA does not guarantee absence of periods of instability of the Software.
4.2. Software will endeavour to achieve the availability of 99% during each calendar year.
4.3. LADELA is entitled to suspend performance of Software for scheduled maintenance for which Customer has been provided reasonable notice delivered to Customer’s email address provided at Subscription. LADELA will target to conduct any maintenance works out of business hours, however, we can not exclude cases when short periods of downtime will be required between 9am and 5pm from Monday to Friday.
4.4. LADELA shall be responsible for daily backup and disaster recovery.
4.5. LADELA can make necessary deployment of changes, updates or enhancements to the Software at any time. LADELA may also add or remove functionalities or features. LADELA may suspend or stop functioning of the Software at any time giving a termination notice 90 days prior suspension/stopping the Software.
- User subscriptions
5.1. Customers can choose any value-added services (SMS or other) offered by LADELA at the website https://dev.booking-wp-plugin.com/
5.2. Customer is responsible and must not disclose a password from its account to third parties. LADELA is not responsible for any consequences of password loss or disclosure to third parties.
5.3. Customers are responsible for provision of correct information when filling the registration form and provision of valid payment details.
5.4. Subscription starts at the date Customer have subscribed and will be automatically renewed in accordance with the terms of a plan of subscription. At the end of the paid period the charge will be applied automatically to the set payment method for the same period.
5.5. If Customer choose option not to pay automatically, Customer will be responsible for adding credit on a timely manner. LADELA will not guarantee the service continuity if Customer will have insufficient credit.
5.6. Subscription plan can be changed or terminated at any time in accordance with provisions of this agreement, however, no refund will be provided for the paid period and Software will be available to the Customer until expiration of the Subscription period.
5.7. The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Software in order to build a product or service which competes with the Software; or
(c) use the Software to provide services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Software.
5.8. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, promptly notify LADELA.
5.9. The rights provided under this clause are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.
- Charges and payment
6.1. Customer shall pay the Subscription Fees and other fees as set forth in conditions of Subscription plan and this agreement.
6.2. Subscription Fees are charged to the payment method set at Customer’s account once a month in advance.
6.3. Customer is responsible for maintaining the payment method valid and actual to avoid suspension of access to the Software.
6.4. All Subscription Fees are set excluding VAT and other taxes, if applicable. LADELA will inform Customer about other charges prior Subscription. LADELA is not responsible for payment of any taxes and fees other than stipulated for LADELA activity by the legislation in force Hong Kong. Customer shall be responsible for all applicable taxes related to Subscription and usage of Software in its jurisdiction.
6.5. If the LADELA has not received payment on the due date, and without prejudice to any other rights and remedies of LADELA:
(a) LADELA may, without liability to the Customer, disable the Customer’s account and access to all or part of the Software and LADELA shall be under no obligation to provide any or all of the Services while the Subscription Fee concerned remain unpaid; and
(b) If Subscription Fee is not paid within thirty days from the moment of suspension of a Customer’s account LADELA is entitled to permanently suspend Customer’s account and to erase all data related to this account.
6.6. All amounts and fees stated or referred to in this agreement:
(a) shall be payable in US dollars;
(b) are non-cancellable and non-refundable;
(c) are exclusive of value added tax and other taxes.
6.7. All prices are subject to change without notice. The prices shown in website https://dev.booking-wp-plugin.com/ supersede all previous prices. Ladela also reserves the right to correct misprints.
- Third party providers
7.2. By subscribing to the services Customer agrees and accepts current privacy terms https://dev.booking-wp-plugin.com/privacy/
- Proprietary rights
8.1. The Customer acknowledges and agrees that LADELA and/or its licensors own all intellectual property rights in the Software. This agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software.
8.2. LADELA confirms that it has all the rights in relation to the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
9.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. 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;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, 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 agreement.
9.3. 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 agreement.
9.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute LADELA’s Confidential Information.
9.6. LADELA acknowledges that the Customer Data is the Confidential Information of the Customer.
9.7. This clause 9 shall survive termination of this agreement, however arising.
- Data Protection
10.1. In this clause, the terms ‘personal data’, ‘data’, ‘data subject’, ‘data controller’, ‘data processor’ and ‘processing’ have the meanings given to them in the General Data Protection Regulation (GDPR)
10.2. Customer’s data:
(a) Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
(b) Customer is the Data Controller and, if it is required shall be duly registered.
(c) LADELA shall, in providing the Services, comply with provisions of this agreement, and EU GDPR.
(d) If LADELA processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the LADELA shall be a data processor and in any such case:
(i) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to LADELA so that LADELA may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf;
(ii) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and
(iii) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
10.3. Data Collected by LADELA:
a. The following Customer data is collected by LADELA at registration:
i. Customer email address;
ii. Company name;
iii. First and last names of Customer representative;
iv. Company address;
v. Customer’s billing address; and
vi. Mobile number.
b. Financial data, credit card details and transaction history are collected by Paypal. Customer agrees and accepts Paypal’s privacy terms: https://www.paypal.com/uk/webapps/mpp/ua/privacy-full
c. LADELA will use the following Cookies policy at its website:
ii. LADELA may also engage one or more third-party service providers to provide online advertisements on its behalf. They may use a pixel tag or other similar technology to collect information about your visits to sites, and they may use that information to send targeted advertisements. For more information regarding this practice and to opt-out of such collection and use of this information by the third-party service providers, please see Networkadvertising.org.
iii. Third Party Platforms. LADELA may collect information when Customer interacts with LADELA advertisements and other content on third-party sites or platforms, such as social networking sites. This may include information such as “Likes”, profile information gathered from social networking sites or the fact that Customer viewed or interacted with LADELA content
iv. Analytics Services:
Google Analytics is used to track site statistics and user demographics, interests and behaviour on websites. Please visit https://www.google.com/analytics and https://search.google.com/search-console.
Yandex is used to track site statistics and user demographics, interests and behaviour on websites. Please visit https://yandex.com
LADELA also uses Google Search Console to help understand how its website visitors find the website and to improve LADELA search engine optimisation.
d. LADELA is not collecting any sensitive information nor executes any sensitive processing.
e. All data collected by LADELA is securely stored in its system. The storage retention terms are following:
i. for access logs: 12 calendar months;
ii. for actions in the system: during the Subscription and Renewal period until this agreement is terminated; and
iii. for financial data: in accordance with requirements of the legislation
10.4. Compliance by LADELA with the provisions of this clause will be at no cost to the Customer save as provided in clause 10.10.
10.5. For the purposes of this Agreement:
(a) in terms of the Customer’s data: the Customer shall be deemed to be the data controller and LADELA the data processor; and
(b) in terms of the data collected at Subscription LADELA is the data controller.
10.6. LADELA may appoint a sub-processor (the Sub-contractor) to process any personal data processed in connection with this Agreement (the Protected Data) and shall procure that any sub-contractor is made subject to the same obligations in relation to such Protected Data as are contained in this clause.
10.7. Each Party shall comply with any data protection, privacy or similar laws anywhere in the world (the Data Protection Laws), including but not limited to, the GDPR, that apply in relation to any Protected Data and the LADELA shall procure that its Sub-contractor shall comply with all Data Protection Laws.
10.8. Without prejudice to the generality of clause 10.7, in respect of Protected Data disclosed to LADELA in connection with this Agreement (and whether disclosed by the Customer, data subjects or otherwise), LADELA shall ensure that it:
(a) complies fully with the data protection principles in processing the Protected Data;
(b) only processes the Protected Data for purposes notified to it by the Customer and/or the relevant data subjects;
(c) subject to clause 10.9, follows such procedures and policies as may be agreed by the Parties from time to time;
(d) shall not and will procure that its Sub-contractor shall not transfer the Protected Data (nor any part thereof) outside the European Economic Area without the prior written consent of the Customer; and
(e) maintains appropriate technical and organisational measures (including but not limited to, appropriate policies communicated to employees, management and review of ongoing compliance and effective security measures):
(f) to prevent any unauthorised or unlawful processing of the Protected Data; and
(g) to guard against accidental loss or destruction of, or damage to, the Protected Data.
10.9. LADELA will endeavour to reasonably assist the Customer with compliance with Customer’s obligations under Data Protection Laws, however, the Customer is solely responsible for its own obligations under Data Protection Laws.
10.10. For the purposes of facilitating the Customer’s compliance with the Data Protection Laws in connection with Protected Data, LADELA shall carry out an audit, at least once annually, of its security and data protection controls, policies and procedures and those of its Sub-contractor and all other matters directly relevant to its compliance under this clause 10.10 and to the extent directly related to the Customer’s compliance with Data Protection Laws.
10.11. Each of the Customer and LADELA shall notify the other if it becomes aware of any unauthorised, unlawful or dishonest conduct or activities, or any breach of the terms of this Agreement relating to Protected Data.
10.12. In the event of any loss or destruction of any Protected Data arising as a result of any breach by the LADELA of its obligations or any act or omission by any Sub-contractor, LADELA shall use all reasonable endeavours to recover such Protected Data from the last backup it or its Sub-contractor undertook in respect of that Protected Data and the Customer acknowledges that LADELA shall not be liable for any loss or destruction of any Protected Data caused by the Customer or any third party (other than a Sub-contractor of LADELA).
10.13. Subject to clause 10.12 LADELA shall indemnify the Customer and keep the Customer indemnified against all claims (including third party claims relating to loss, destruction or wrongful disclosure of Protected Data), demands, actions, costs, fines, expenses (including but not limited to legal costs and disbursements on a full indemnity basis), losses and damages to the extent directly arising from or incurred by reason of any wrongful processing of any Protected Data by LADELA or breach of its obligations or warranties under this paragraph 10.13, but the indemnity shall not extend to any such disclosure made in pursuance of a specific written instruction by the Customer for disclosure required by law or governmental body or regulatory authority.
11.1. The Customer shall defend, indemnify and hold harmless LADELA against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Software, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) LADELA provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim.
11.2. LADELA shall defend the Customer, its officers, directors and employees against any claim that the Software infringes any patent effective as of the Subscription, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) LADELA is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to LADELA in the defence and settlement of such claim, at LADELA expense; and
(c) LADELA is given sole authority to defend or settle the claim.
11.3. In the defence or settlement of any claim, LADELA may procure the right for the Customer to continue using the Services, replace or modify the Software so that it become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
11.4. In no event shall LADELA, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Software by anyone other than LADELA; or
(b) the Customer’s use of the Software in a manner contrary to the instructions given to the Customer by LADELA; or
(c) the Customer’s use of the Software after notice of the alleged or actual infringement from LADELA or any appropriate authority.
11.5. The foregoing states the Customer’s sole and exclusive rights and remedies, and LADELA (including the LADELA ‘s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
- Limitation of liability
12.1. This clause sets out the entire financial liability of LADELA (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
(a) arising under or in connection with this agreement;
(b) in respect of any use made by the Customer of the Software or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
12.2. Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Software by the Customer, and for conclusions drawn from such use. LADELA shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to LADELA by the Customer in connection with the Software, or any actions taken by LADELA at the Customer’s direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Software are provided to the Customer on an “as is” basis.
12.3. Nothing in this agreement excludes the liability of LADELA:
(a) for death or personal injury caused by LADELA negligence; or
(b) for fraud or fraudulent misrepresentation.
12.4. Subject to clause 12.2 and clause 12.3:
(a) LADELA shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) LADELA ‘s total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for six months immediately preceding the date on which the claim arose.
- Term and termination
13.1. This agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of one month (each a Renewal Period), unless:
(a) Customer terminates the Subscription plan before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement;
13.2. and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
13.3. Customer can terminate this agreement by cancelling the Subscription plan at any time accepting that the Software will be available until expiration of the Subscription term and no refund will be done by LADELA.
13.4. Without affecting any other right or remedy available to it, LADELA may terminate this agreement with immediate effect if:
(a) the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default for thirty days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement;
13.5. On termination of this agreement for any reason:
(a) all licences/access granted under this agreement shall immediately terminate;
(b) LADELA will destroy or otherwise dispose of any of the Customer Data in its possession; and
(c) 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 agreement which existed at or before the date of termination shall not be affected or prejudiced.
- Force majeure
14.1. LADELA shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of LADELA or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of LADELAs or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
15.1. No failure or delay by a party to exercise any right or remedy provided under this agreement 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.
- Rights and remedies
16.1. Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
17.1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
- Entire agreement
18.1. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
18.2. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
19.1. The Customer shall not, without the prior written consent of LADELA, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
19.2. LADELA may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
- No partnership or agency
20.1. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21.1. Any notice required to be given under this agreement shall be in writing and shall be delivered to the email address:
(a) For LADELA: email@example.com
(b) For Customer to the email address of Customer’s account.
- Governing law
22.1. 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 Hong Kong.
23.1. Each party irrevocably agrees that the courts of Hong Kong 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).