These are the terms of service (“Terms”) of AUDERE SOLUTIONS LTD (trading as ADDA ANALYTICS), a company incorporated and registered in England and Wales under company number 09181148, whose registered office is at Fourth Floor, 97 Jermyn Street, Mayfair, London SW1Y 6JE (“Audere”).
These Terms, together with the Order Form signed on behalf of Audere and the Client, shall constitute the “Agreement” between Audere and the Client, which sets out the whole terms and conditions under which Audere will provide the Platform to the Client.

Each Order Form will constitute a separate binding Agreement between the parties, which incorporates these Terms.  
In the event of any conflict on inconsistency between any Order Form and these Terms, the terms of such Order Form shall prevail but only to the extent of such conflict or inconsistency.

1.    INTERPRETATION

The definitions and rules of interpretation in this clause apply in the Agreement.
1.1    Definitions:
   “Authorised Users” those employees and independent contractors of the Client, who are entitled to use the Platform under the Agreement;
“Business Day” any day which is not a Saturday, Sunday or public holiday in England and Wales;
“Client” the party identified as the Client in the Order Form;
“Client Data” the data inputted into the information fields of the Platform by the Client, by Authorised Users, or by Audere on the Client’s behalf;
“Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures” as defined in the Data Protection Legislation;
“Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time including the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and any applicable laws, regulations, and other legal requirements relating to (a) privacy, data security, and protection of personal data; and (b) the processing of any personal data, which may include, but are not limited to, the EU law retained version of the GDPR (“UK GDPR”), the Swiss Federal Act on Data Protection 2020, Lei Geral de Protecao de Dados (Brazil’s General Data Protection Law), the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act, the Utah Consumer Privacy Act (“UCPA”) and the Virginia Consumer Datta Protection Act;
“Fees” the fees payable to Audere as set out in the Order Form and payable in accordance with clause 7;
“Intellectual Property Rights” patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, source code, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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;
“Order Start Date” the order start date specified in the Order Form;
"Platform” Audere’s proprietary software in machine-readable object code form only, namely the digital platform that provides trade execution analytics; derivate hedging analytics; and derivate reporting including any error corrections, updates, upgrades, modifications and enhancements to it provided to the Client under the Agreement;
“Services” the Services to be provided by Audere under the Agreement as specified in the Order Form;
“Virus” anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
“Vulnerability” a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2    Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms.
1.3    A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
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, 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 writing or written includes e-mail.
1.8    A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Agreement.
1.9    A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.10    Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.    PLATFORM

2.1    Audere shall, with effect from the Order Start Date, provide the Services to the Client on a non-exclusive basis for the term of the Agreement and in accordance with these Terms.
2.2    Subject always to the terms of the Agreement, Audere shall facilitate access to the Platform and shall use its reasonable endeavours to ensure that such access is available at all times.   
2.3    In relation to Authorised Users:
2.3.1    the Client’s access to the Platform shall be limited to employees or independent contractors of the Client; and
2.3.2    the Client shall ensure that each Authorised User keeps a secure password for their use of the Platform and that each Authorised User keeps their password confidential.
2.4    In relation to the Platform:
2.4.1    Audere hereby grants to the Client, subject to the terms and conditions of these Terms, a non-exclusive, non-sublicensable, revocable, royalty-free licence to allow Authorised Users only to access the Platform and to use the Platform solely for the Client’s business purposes;
2.4.2    the Client shall not, and the Client shall procure that any Authorised User shall not, store, distribute, introduce or transmit through the Platform:
2.4.2.1    any Virus;
2.4.2.2    any Vulnerability; or
2.4.2.3    any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
2.4.3    the rights provided under this clause 2.4 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client;
2.4.4    the Client shall not, and the Client shall ensure that the Authorised Users shall not:
2.4.4.1    attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Platform except to the extent expressly set out in these Terms or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
2.4.4.2    attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;
2.4.4.3    access all or any part of the Platform in order to build a product or service which competes with the Platform and/or the Services;
2.4.4.4    transfer, temporarily or permanently, any of its rights under the Agreement; or
2.4.4.5    attempt to obtain, or assist third parties in obtaining, access to the Platform; and
2.4.5    the Client shall use best endeavours to prevent any unauthorised access to, or use of, the Platform and notify Audere promptly of any such unauthorised access or use.
2.5    Audere shall use its reasonable endeavours to respond to Client issues relating to the Platform or the Services as soon as reasonably practicable, provided all such issues are notified to Audere in writing.

3.    AUDERE’S OBLIGATIONS

3.1    Audere undertakes that the Services will be performed with reasonable skill and care.
3.2    Audere shall not be liable to the extent of any failure of or defect in the Platform or Services which is caused by use of the Platform contrary to Audere’s instructions or modification or alteration of the Platform by any party other than Audere or Audere’s duly authorised contractors or agents, or where the Client introduces third party software that interacts with the Platform, without Audere’s prior consent. 
3.3    If the Platform does not conform with clause 3.1 or any material defect emerges, Audere will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly within a reasonable period of time. Such correction constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in clause 3.1, unless Audere is unable to rectify the defect within a reasonable period of time. Notwithstanding the foregoing, Audere does not warrant that the Platform and Services will be free from Vulnerabilities or that the Client’s use of the Platform and the Services will be uninterrupted or error-free.

4.    CLIENT’S OBLIGATIONS

The Client shall:
4.1    provide Audere with all necessary access to such information as may be required by Audere, in order to render the Services, including but not limited to Client Data; 
4.2    comply with all applicable laws and regulations with respect to its activities under the Agreement and use of the Platform; and
4.3    carry out all other Client responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, Audere may adjust any timetable or delivery schedule set out in the Agreement as reasonably necessary. Audere shall not be liable for any delay in providing the Services where the Client has not complied with this clause 4.3.

5.    MAINTENANCE

5.1    Audere shall be responsible for all maintenance and upgrades to the Platform which may from time to time be required.
5.2    Where possible, Audere shall use its reasonable endeavours to undertake maintenance work outside of the Client’s business hours.
5.3    Unless maintenance is corrective in nature, Audere shall provide at least 7 Business Days’ notice of any maintenance which may affect the Client’s use of the Portal.  Audere shall use it’s reasonable endeavours to provide as much notice as possible in the case of corrective maintenance, however advance notice may not always be possible.

6.    CLIENT DATA AND DATA PROCESSING

6.1    The Client warrants that it does and shall own all rights, title and interest in and to all of the Client Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Client Data. 
6.2    The Client acknowledges and accepts that all Client Data received and/or processed within the Platform is processed on an 'as is' basis. Clients are solely responsible for reviewing and verifying all uploaded, analysed and processed Client Data to ensure its accuracy and completeness. Clients must notify their designated account manager of any identified discrepancies for further investigation.
6.3    Whilst Audere shall use reasonable endeavours to ensure the completeness and accuracy of the Client Data, the Client expressly acknowledges and agrees that it is their sole responsibility to thoroughly review the processed data to ensure it aligns with their business requirements, including the accuracy of the Client Data transmitted for processing. Audere makes no representations or warranties of any kind, express or implied, regarding the accuracy, reliability, or suitability of the Client Data provided for any purpose. 
6.4    Notwithstanding any other provisions of the Agreement, Audere shall not be liable for any loss, errors, omissions, or damages of whatever nature (direct, indirect, consequential) arising in connection the use of the Client Data provided and/or processed through the Platform. Any decisions or actions taken by Clients based on the data provided through the Platform are undertaken at their own risk and discretion, and Audere shall bear no liability or responsibility for the outcomes thereof.
6.5    The parties agree to comply with all applicable data protection legislation while carrying out their obligations under this Agreement, including but not limited to the UK Data Protection Act 2018 and the EU retained law version of the General Data Protection Regulation (2016/679).
6.6    The Client’s sole and exclusive remedy against Audere for breach of this clause 6 shall be for Audere to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by Audere. Audere shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party, including as a result of any third party service provider’s error, fault or negligence that causes loss, theft, abuse, destruction, alteration or disclosure of data.  Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
6.7    Audere shall be entitled to collate and use the Client Data, on an anonymised basis, for the purpose of statistical analysis (primarily identification of trends in data). Audere may from time to time use the results of such statistical analysis to report back to the Client on general trends and insights garnered from each Authorised User’s use of the Platform. 
6.8    Audere may combine the Client Data with the data of other clients, provided that the data shall never allow for the identification of any underlying individual.

7.    CHARGES AND PAYMENT

7.1    The Client shall pay the Fees set out in the Order Form for the Services and for subscription to use the Platform.
7.2    All Fees shall be payable in accordance with, and in the manner set out in, the Order Form.
7.3    Invoices issued by Audere to the Client under the Agreement shall be payable within 14 days of the date of the relevant invoice. 
7.4    All amounts and fees stated or referred to in the Agreement are exclusive of value added tax, which shall be added to Audere’s invoice(s) at the appropriate rate.
7.5    If Audere has not received payment within five days after the due date, and without prejudice to any other rights and remedies of Audere:
7.5.1    Audere shall be under no obligation to provide any or all of the Services or provide access to the Platform to the Client or Authorised Users while the invoice(s) concerned remain unpaid; and
7.5.2    interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the Bank of England Base Rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.    PROPRIETARY RIGHTS

8.1    The Client acknowledges and agrees that Audere and/or its licensors own all Intellectual Property Rights in the Platform and the Services. Except as expressly stated herein, the Agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Platform, Services or any related documentation, other than the rights granted to the Client in accordance with clause 2 of these Terms.
8.2    Audere confirms that it has all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.

9.    CONFIDENTIALITY

9.1    Except for the purpose of implementing the Agreement, neither party to the Agreement will disclose to any third party without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) any confidential information (of whatever nature and however recorded or preserved) relative to the Agreement, the business, affairs, finances or other information of the other party or of any member of the group of companies to which the other party belongs which may have or may in future come to its knowledge which is received from the other party for the purposes of providing or receiving the Services (“Confidential Information”). Each party to the Agreement agrees that any Confidential Information shall only be used for the purposes of providing or receiving the Services under the Agreement. Confidential information shall not include information which:
9.1.1    is or becomes generally available to the public or becomes generally known to persons in our respective industries, in each case other than as a result of breach of an obligation under this clause 9 or any other confidentiality obligation of the relevant party to the Agreement; or
9.1.2    is acquired from a third party who owes no obligation of confidence directly or indirectly to any of the parties to the Agreement or to a member of such parties subsidiaries, associated companies or affiliates; or
9.1.3    is or has been independently developed by the recipient or was known to it prior to the receipt and was free of any restriction as to its use or disclosure.
9.2    Notwithstanding clause 9.1 above, either party to the Agreement will be entitled to disclose Confidential Information (i) to its respective insurers, representatives or legal advisors, or (ii) to a third party, to the extent that is required by any court of competent jurisdiction, or by a government or regulatory authority or where there is a legal right, duty or requirement to disclose, provided that in the latter case (and without breaching any legal or regulatory requirement) where reasonably practicable not less than 2 Business Days’ notice in writing is first given to the other party. 
9.3    To the extent that Audere is required to provide any assistance, cooperation and/or information (including Confidential Information and/or any Client Data) by any court of competent jurisdiction or by a government or regulatory authority or where there is a legal right, duty or requirement to disclose information in connection with any investigation concerning the Client, the Client shall indemnify and keep Audere indemnified from and against any losses, costs, fees and expenses (including court fee and legal and profession fees) which Audere incurs, suffers or sustains in connection with providing such assistance, cooperation and/or information.
9.4    The Client acknowledges that the Platform, the results of any performance tests of the Platform and the Services constitute Audere’s Confidential Information.
9.5    Audere acknowledges that the Client Data is the Confidential Information of the Client.
9.6    The Client hereby consents to Audere using the Client’s name and logo(s) in its promotional and marketing materials. 
9.7    The above provisions of this clause 9 shall survive termination of the Agreement, however arising.

10.    INDEMNITY

10.1    The Client shall defend, indemnify and hold harmless Audere 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 Client’s use of the Platform or Services.
10.2    Audere shall defend the Client, its officers, directors and employees against any claim that the use of Platform by the Client in accordance with the Agreement infringes any United Kingdom patent effective as of the Order Start Date, copyright, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in final or unappealed judgment or settlement of such claims.
10.3    In the defence or settlement of the claim, Audere may obtain for the Client the right to continue using the Platform, replace or modify the Platform so that it becomes non-infringing or, if such remedies are not reasonably available, terminate the Agreement without liability to the Client. Audere shall have no liability if the alleged infringement is based on:
10.3.1    a modification of the Platform by anyone other than Audere;
10.3.2    the Client’s use of the Platform in a manner contrary to the instructions given to the Client by Audere; or
10.3.3    the Client’s use of the Platform after notice of the alleged or actual infringement from Audere or any appropriate authority.
10.4    The foregoing and clauses 10.2 and 10.3 state the Client’s sole and exclusive rights and remedies, and Audere’s entire obligations and liability, for patent, copyright, database or right of confidentiality infringement.

11.    LIMITATION OF LIABILITY

11.1    This clause 11 sets out the entire financial liability of Audere (including any liability for the acts or omissions of its officers, employees, agents, consultants and sub-contractors) under the Agreement.
11.2    Nothing in the Agreement shall exclude or limit either party’s liability for (i) death or personal injury resulting from the negligence of its own employees, agents or subcontractors; or (ii) for fraud or fraudulent misrepresentations; or (iii) for any other liability which may not be excluded or limited by applicable law.
11.3    Audere shall not be liable for any special, indirect or consequential loss, any pure economic loss, costs, damages, charge or expenses, loss of profits or business or revenue, loss of or depletion or damage of goodwill, loss of anticipated benefits or savings, loss of agreement or contracts, loss of use or corruption of software, data or information.
11.4    Subject to clause 11.2, Audere’s total liability to the Client whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to the aggregate annual Fee payable under the Agreement in the 12 months immediately preceding the relevant claim.
11.5    To the fullest extent permitted by law, Audere excludes all liability in respect of any loss or damage arising out of or in connection with any unauthorised access by third parties to Audere’s computer systems or telecommunications systems, including but not limited to corruption of data, data loss, screen scraping and/or use or disclosure of data by unauthorised parties.

12.    TERM AND TERMINATION

12.1    The Agreement shall commence on the Order Start Date and shall continue for the period set out in the Order Form (“Initial Period”). After the Initial Period, the Agreement shall automatically renew for yearly periods, unless either party notifies the other, in writing, at least 30 days before the end of the Initial Period.
12.2    Either party may terminate the Agreement at the end of any automatic renewal period by giving the other party not less than 30 days’ notice in writing. 
12.3    Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
12.3.1    the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
12.3.2    the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
12.3.3    the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;
12.3.4    the other party becomes unable to pay its debts, or is subject to any petition, order, resolution, judgement or proceeding in connection with its winding up, material divestiture, bankruptcy, insolvency, receivership or administration whether or not voluntary, or any similar event in any competent jurisdiction; or
12.3.5    the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
12.4    On termination of the Agreement for any reason:
12.4.1    all licences granted under the Agreement shall immediately terminate;
12.4.2    each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party;
12.4.3    Audere may destroy or otherwise dispose of any of the Client Data in its possession unless Audere receives, no later than ten days after the date of the termination of the Agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. Audere shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by Audere in returning or disposing of Client Data; and
12.4.4    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.

13.    FORCE MAJEURE

Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Audere or any other party), failure of a utility service or transport or telecommunications network or the internet, power failure, internet service provider failure, acts 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 suppliers or sub-contractors. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for one month, the party not affected may terminate the Agreement by giving 30 days’ written notice to the other party.

14.    WAIVER

A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

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15.    SEVERANCE

15.1    If any provision or part-provision of the Agreement is held to be, illegal, void, invalid or unenforceable under the laws of any jurisdiction(s) that provision or such part shall be deemed to be deleted for the purpose of that jurisdiction the legality validity and enforceability of the remained of the Agreement in that jurisdiction shall not be affected and the legality validity and enforceability of the whole of the Agreement in any other jurisdiction shall not be affected. Should any such provision be deleted then the parties shall negotiate together in good faith in order to replace such provision with an alternative legal, valid and enforceable provision which achieves a commercial result as close as possible in the circumstances to the deleted provision.

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16.    ENTIRE AGREEMENT

16.1    The 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 the 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 the Agreement.

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17.    ASSIGNMENT

17.1    Neither party shall transfer, assign, charge, or otherwise seek to deal in any of its rights or obligations under the Agreement without the other party’s prior written consent.
17.2    Audere reserves the right to employ agents and sub-contractors to assist it in providing any part of the Services. Any reference to Audere’s staff or employees in the Agreement includes agents’ and sub-contractors’ staff.

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18.    NO PARTNERSHIP OR AGENCY

Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

19.    VARIATION

No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

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20.    THIRD PARTY RIGHTS

The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

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21.    NOTICES

Notices must be served either personally, or sent by prepaid registered post to the registered address of the other party given in the Order Form or to any other address as the parties may have notified during the period of the Agreement. Any notice sent by post will be deemed to have been delivered within 48 hours after sending. Any notice served personally will be deemed to have been delivered on the first business day following its dispatch.  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.

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22.    GOVERNING LAW & JURISDICTION

22.1    The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England and Wales.
22.2    The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

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