Freightlink Parking

Terms and conditions

1. INTERPRETATION

1.1 “We”, “us” or “our” means Freight Link Solutions Limited, a company registered in England and Wales with registered number 04838153 and whose registered office is at First Floor, 6 Arlington Street, London SW1A 1RE.

1.2 These Terms govern your access to our portal and use of our platform for managing and paying for parking services, at www.freightlinkparking.co.uk or such other domains as are operated by us from time to time (the “Portal Websites”), and any booking that you make by telephone, email, video calling or other tangible or electronic media (and the “Portal” means any or all of such access points to the parking services we provide). By submitting your details to us for registration for an account to access the Portal, or by otherwise submitting a booking to us, you agree to be legally bound by these Terms. These Terms work together with our Privacy Policy.

1.3 We reserve the right to amend these Terms at any time. All amendments to these Terms will be posted on the Portal, and emailed to you if you have an Account. Continued use of the Portal will, however, be deemed to constitute acceptance of the new Terms. No other terms or changes to these Terms will be binding unless agreed in writing signed by us.

1.4 In these Terms:

1.4.1 the following terms shall have the following meanings:

  • “Account” an account that we allocate to our customers in order that they are able to access, and use, the Portal;

  • “Agreement” means the legal and binding agreement that is in place, on the basis of these Terms, for us to make available to you a platform for managing and paying for parking services;

  • “Booking” the booking that you place with us using the Portal (or otherwise via email, skype or other tangible or electronic media) for the purchase of Parking Services, subject to this Agreement;

  • “Breach of Duty” the breach of any obligation arising from the express or implied terms of a contract or in tort (including negligence), statute, common law or otherwise including that to take reasonable care or exercise reasonable skill in the performance of the contract;

  • “Business Day” any day other than a Saturday, a Sunday or any day when the clearing banks in the City of London are not physically open for business;

  • “Defect” an error in the Portal, your Account or the Parking Services (or any element thereof) that causes it to fail to operate properly;

  • “Intellectual Property Rights” copyright and related rights, trade marks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, 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;

  • “Liability” liability in or for breach of contract, Breach of Duty, torts (including negligence and intentional torts), deliberate breach (including deliberate personal repudiatory breach), misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and, for the purposes of this definition, all references to “this Agreement” shall be deemed to include any collateral contract) and which shall include any actions, awards, charges, claims, compensation, costs, damages, demands, expenses, fees, fines, interest, liabilities, losses, penalties, proceedings and settlements;

  • “Material” material that you upload (or permit to be uploaded) onto our servers or which is otherwise provided to us as part of our provision of the Parking Services;

  • “Parking Services” the services provided by us for you to manage and pay for parking, including the provision to you by us of access to the Portal;

  • “Party” either us or you, and “Parties” shall mean both of us and you;

  • “Third-Party Software” software and applications proprietary to third parties and which is integrated in or otherwise forms part of or interacts with the Portal;

  • “Third-Party Terms” the terms and conditions applicable to the use of the Third-Party Software, available on request;

  • “Users” those of your employees and independent contractors who you authorise to access the Parking Services through the Portal under this Agreement; and

  • “you” or “your” our customer user that submits a Booking to us;

    1.4.2 references to “Clauses” are to clauses of these Terms;

    1.4.3 the headings are inserted for convenience only and shall not affect the interpretation or construction of this Agreement;

    1.4.4 words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral, and references to persons shall include an individual, company, corporation, firm or partnership;

    1.4.5 reference to “written” or in “writing” includes email;

    1.4.6 references to “includes” or “including” or like words shall mean without limitation; and

    1.4.7 references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

2. EFFECT

2.1 This Agreement shall apply to all uses of an Account, the Portal and the Parking Services. When you register for an Account (and each time any User subsequently accesses your Account) or otherwise submit a Booking as a guest user through the Portal Websites, this shall always constitute your unqualified acceptance of these Terms (or, in accordance with Clause 1.3, the Terms then in force).

2.2 Subject to any Booking, this Agreement constitutes the whole agreement and understanding of the Parties as to the subject matter of this Agreement and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to in this Agreement.

3. REGISTRATION FOR AN ACCOUNT

3.1 You do not need to register for an Account to submit a Booking; you may submit a Booking as a guest user of the Portal through the Portal Websites. In order to submit a Booking via any means other than the Portal, you must first have registered for an Account.

3.2 If we have allocated to you an Account, you will be able to make use of the Account to access information and its functionality for use of the Parking Services.

3.3 In order for us to allocate to you access to the Portal and/or an Account, you must provide such information as we may require from time to time and pass to our satisfaction any and all verification, credit and security checks that we impose.

3.4 Once we have allocated access to the Portal to you, we will allocate to you a username and password to access your Account. You must keep the password confidential and immediately inform us if any unauthorised third party becomes aware of that password or if there is any unauthorised use of the Portal or any breach of security known to you; in such a case, you must request a new password from us. You agree that any person to whom your username or password is disclosed is authorised to act as your agent for the purposes of using the Portal. You are entirely responsible if you do not maintain the confidentiality of your password.

3.5 We recommend that you request a new password from us if you remove authorisation for any of your personnel (or ex-personnel) to access the Portal.

4. PARKING SERVICES

4.1 We shall provide to you access to the Parking Services and the Portal. We warrant that:

4.1.1 we shall use our reasonable skill and care in providing the Parking Services;

4.1.2 we have all necessary consents, rights and permission to enter into, and perform our obligations under, this Agreement; and

4.1.3 we shall comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of our rights and performance of our obligations under this Agreement.

4.2 You may access the Portal only with a browser that is compatible with the Portal, including any security features that are part of the Portal.

4.3 In relation to the Portal and the Parking Services:

4.3.1 we hereby grant to you a non-exclusive, non-transferable licence to allow Users to access the Portal and to use the Parking Services solely for your business purposes and any User which does so, warrants that they are authorised to act for and on your behalf and have full and unencumbered authority to bind you in all dealings with us via the Portal;

4.3.2 the rights provided under this Agreement are granted to you only, and shall not be considered granted to any subsidiary or holding company of you; and

4.3.3 you shall not:

4.3.3.1 attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Portal or the Parking Services except to the extent expressly set out in this Agreement or as may be required by any applicable law;

4.3.3.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Portal or the Parking Services, except as may be required by any applicable law;

4.3.3.3 access all or any part of the Portal or the Parking Services in order to build a product or service which competes with the Portal and/or the Parking Services; or

4.3.3.4 use the Portal and/or the Parking Services to provide services to third parties.

4.4 You agree and acknowledge that the Portal relies upon the use of Third-Party Software and in respect of which:

4.4.1 the Third-Party Software shall be deemed to be incorporated within the Portal for the purposes of this Agreement (except where expressly provided to the contrary) and use of the Third-Party Software shall be subject to the Third-Party Terms;

4.4.2 you shall indemnify and hold us harmless against any Liability which we may suffer or incur as a result of your breach of any Third-Party Terms howsoever arising; and

4.4.3 we may treat your breach of any Third-Party Terms as a breach of this Agreement.

4.5 We do not warrant that the Parking Services will meet your individual requirements. We are not responsible for any connections, deliverables or services that we are not expressly stipulated to provide in this Agreement.

4.6 We do not warrant that the Parking Services, your Account and/or the Portal will be uninterrupted, error-free or secure from unauthorised access, or that they will meet your individual requirements. Whilst we use our reasonable endeavours to make the Parking Services, your Account and the Portal available, we shall not have any Liability (subject to Clause 10.2) if for any reason the Parking Services, your Account or the Portal are unavailable for any time or for any period. We make no warranty that your access to the Parking Services, your Account or the Portal will be uninterrupted, timely or error-free. Due to the nature of the Internet, this cannot be guaranteed.

4.7 We may, at our absolute discretion, from time to time either host the Portal on our own servers or use third party suppliers to do so in whole or in part. You acknowledge that we may from time to time without prior notice and without the need for prior agreement provide reasonable additional obligations or requirements on users or reasonably restrict users’ rights due to the requirements of the third party suppliers.

4.8 We reserve the right, at any time, to carry out repairs, maintenance or introduce new facilities and functions in respect of all or any part of the Parking Services and the Portal.

4.9 Except as specifically stipulated in this Agreement, we shall not be responsible for providing or achieving any particular results or outcomes or within a particular time.

4.10 We do not warrant that the Parking Services and the Portal will be compatible with all Material.

4.11 Except where expressly stated in this Agreement, we exclude all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the Parking Services and the Portal.

4.12 Without prejudice to the above, we shall use reasonable endeavours to correct Defects in a timely manner appropriate to the seriousness of the circumstances in accordance with the following procedure:

4.12.1 if a notified Defect halts or substantially impairs the operations of the Parking Services, your Account or the Portal, we shall use our reasonable endeavours to start work on correcting the Defect within four hours of becoming aware of such Defect and shall use all reasonable efforts to correct the Defect as soon as possible thereafter;

4.12.2 if a notified Defect, while not halting or substantially impairing the operations of the Parking Services, your Account or the Portal, causes those operations to become significantly slowed or causes substantial inconvenience, we shall use our reasonable endeavours to start work on correcting the Defect within 48 hours of becoming aware of such Defect and shall use all reasonable efforts to correct the Defect as soon as possible thereafter; and

4.12.3 in the case of Defects other than those specified in Clauses 4.12.1 to 4.12.2 above, we shall start work on correcting the Defect as soon as our workload allows and shall use commercially reasonable efforts to correct the Defect.

5. YOUR OBLIGATIONS

5.1 In order to place a Booking, you must provide any and all Material as we may require from time to time. You must ensure that all information is complete and accurate.

5.2 You must:

5.2.1 report any faults or suspected faults with or in the Parking Services and/or the Portal to us immediately upon discovery;

5.2.2 report to us any abuse of the Internet (including spam, hacking and phishing) that you consider to have taken place through the use of the Parking Services and/or the Portal by any person, and you must include in such report as much information as you are able to provide to us relating to the type of abuse that you have witnessed;

5.2.3 ensure that you fully co-operate with, and make yourself available at all reasonable times for discussion and meetings with, us, including in order to enable us to carry out fully, accurately and promptly our obligations under this Agreement;

5.2.4 not submit to us anything which in any respect may infringe the Intellectual Property Rights or privacy or other rights of us or any third party;

5.2.5 promptly provide us with such information, data and assistance that will enable us to carry out fully, accurately and promptly our obligations under this Agreement;

5.2.6 have all necessary rights, permissions and consents to enter into, and perform your obligations under, this Agreement; and

5.2.7 comply with all applicable laws, statutes, regulations and by-laws in relation to the exercise of your rights and performance of your obligations under this Agreement.

5.3 You must not in any way use the Portal, or submit to us or require us to provide the Parking Services in connection with anything which in any respect:

5.3.1 is in breach of any law, statute, regulation or byelaw of any applicable jurisdiction;

5.3.2 is fraudulent, criminal or unlawful;

5.3.3 is inaccurate or out-of-date;

5.3.4 is obscene, indecent, vulgar, discriminatory, offensive, threatening, defamatory or untrue;

5.3.5 is in contravention of any applicable law, nor allow or assist any third party in doing so;

5.3.6 impersonates any other person or body or misrepresents a relationship with any person or body;

5.3.7 may infringe or breach the copy or Intellectual Property Rights of any third party;

5.3.8 may be contrary to our interests;

5.3.9 is contrary to any specific rule or requirement that we may stipulate for the Parking Services; or

5.3.10 involves your use, delivery or transmission of any viruses, unsolicited communications, Trojan horses, trap doors, cancelbots, back doors, worms, Easter eggs, time bombs or computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any data, personal information or system,

and you agree and acknowledge that where we reasonably suspect any such infringement of this or any other Clause or are otherwise contacted in connection with an investigation into the same, we may in accordance with applicable law, disclose to third parties (including law enforcement agencies) any data provided to us in the course of the provision of the Parking Services.

5.4 You must not use any automated means to access the Portal or collect any information from it unless we explicitly agree in writing to allow you to do so.

5.5 It is your responsibility to ensure that the Portal is sufficient and suitable for your purposes and meets your individual requirements. It is your responsibility to ensure that your use of the Portal and the use of the Parking Services is in your best interests, and you bear sole responsibility and Liability (subject to Clause 10.2) for the consequences of your use of the Portal and the use of the Parking Services.

5.6 It is your responsibility to ensure that you provide us with the information required to enable us to properly make the Portal available to you and to perform our obligations under this Agreement. We shall not be responsible or have any Liability (subject to Clause 10.2) for any failure to make the Portal available or to perform our obligations under this Agreement to the extent caused by your failure to properly ensure the provision of the relevant information to us.

5.7 Access to the Parking Services, an Account and/or the Portal may be suspended or withdrawn to or from you or all Users temporarily or permanently at any time without notice. We may also impose restrictions on the length and manner of usage of any part of the Portal and/or the Parking Services or access for any reason. If we impose restrictions on you, you must not attempt to use the Parking Services, your Account or the Portal under any other name or user.

5.8 Whilst we endeavour to ensure that information and materials on the Portal (including information about Parking Services) are correct, no warranty or representation, express or implied, is given that they are complete, accurate, up-to-date, fit for a particular purpose and, to the extent permitted by law and we shall not have any Liability (subject to Clause 10.2) for any errors or omissions.

6. PARKING CHARGES

6.1 Parking charges are calculated based on the duration of stay and the applicable tariff for the relevant location, as displayed on the Portal. You are responsible for ensuring that you select the correct parking location and duration when making a Booking.

6.2 You acknowledge that parking charges may change from time to time, and that the charges applicable at the time of your Booking will be those displayed on the Portal at that time.

6.3 You shall indemnify, keep us indemnified and hold us harmless in full and on demand from and against any and all Liabilities (including any Liabilities of a direct, indirect or consequential nature, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis), disbursements and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any:

6.3.1 breach of the warranties in these Terms being breached;

6.3.2 use of your Account or the Portal or your receipt of the Parking Services;

6.3.3 failure by you to pay any parking charges due in respect of your Booking; and/or

6.3.4 other breach by you of your obligations under this Agreement,

whether in contract, tort (including negligence), breach of statutory duty or otherwise.

6.4 By submitting a Booking you warrant, agree and acknowledge that:

6.4.1 all vehicles in respect of which you make a Booking are compliant with any size, weight or type restrictions applicable to the relevant parking location; and

6.4.2 should there be any subsequent changes to the nature and extent of the Parking Services that you require (including but not limited to the duration of stay or the number of vehicles), you will be liable for any additional charges that may be raised in accordance with the applicable tariff.

7. FEES

7.1 Access to the Parking Services and the Portal, and registration for an Account, is currently free of charge.

7.2 If you place a Booking, you must pay the amount owing to us relating to that Booking (whether using the functionality available through the Portal or otherwise notified by us to you) at the time you place your Booking, or in the case of parking charges incurred after a stay, within the timeframe notified to you on the Portal.

7.3 All prices listed on the Portal for Parking Services are exclusive of VAT or other sales, import or export duties or taxes (if applicable) which shall be payable in addition at the same time as payment of any sums due.

7.4 If you wish to amend any Booking, you must request any such amendments in good time prior to the end of the booked period; late cancellations or changes may incur late cancellation or amendment penalties. The change will be subject to the charge applicable to the new Parking Services you require. If this price is higher, you will pay to us the difference; if lower, you have the right to obtain a credit providing you are an Account Holder.

7.5 If you pay for any Booking using credit/debit card, we are able to rely on “Continuous Payment Authority” to process any recurring transactions where monies may be due or any other sums which may become due to us under this Agreement. Where we have processed your Booking successfully using your credit or debit card details, we can process any future Bookings via the recurring transaction authority.

7.6 In the event that you wish to cancel any Booking, you must notify us at the earliest opportunity. We cannot guarantee that it will be possible to accept any such cancellation; however, where this is possible and we are able to issue you with a refund (less our cancellation fees), we will use our reasonable endeavours to issue the same within 90 days.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 You acknowledge that we own all Intellectual Property Rights in the Portal, the Account and the Parking Services, and any rights (including Intellectual Property Rights) arising out of any goods, services or works undertaken in connection with them.

9. TERMINATION

9.1 This Agreement will continue in force until we close your Account, or, if you have not registered for an Account, or in any event where later than the closing of your account, until the date on which your booked parking period has ended.

9.2 We may terminate this Agreement with immediate effect at any time by giving notice to you, except where you are in breach of this Agreement, in which instance we may terminate this Agreement at any time without notice.

9.3 In the event that this Agreement is terminated:

9.3.1 you will cease to have access to the Parking Services, your Account and the Portal; and

9.3.2 the accrued rights, remedies, obligations and liabilities of us and you as at cancellation or termination shall not be affected, including the right to claim damages for any breach of this Agreement which existed at or before the date of cancellation or termination.

9.4 Termination of the Agreement shall not affect the coming into force, or continuance in force, of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

10. LIMITATION OF LIABILITY

10.1 This Clause 10 prevails over all of this Agreement and sets forth our entire Liability, and your sole and exclusive remedies, in respect of:

10.1.1 performance, non-performance, purported performance, delay in performance or mis-performance of this Agreement or any services in connection with this Agreement; or

10.1.2 otherwise in relation to this Agreement or entering into a contract under this Agreement.

10.2 Neither Party excludes or limits its Liability for:

10.2.1 its fraud; or

10.2.2 death or personal injury caused by its Breach of Duty; or

10.2.3 any other Liability which cannot be excluded or limited by applicable law.

10.3 Subject to Clause 10.2, we shall not have any Liability in respect of any:

10.3.1 of your actions, errors or omissions, including where any Material is untrue, incomplete or inaccurate in any respect;

10.3.2 indirect, special or consequential Liabilities;

10.3.3 loss of actual or anticipated profits;

10.3.4 loss of contracts;

10.3.5 loss of use of money;

10.3.6 loss of anticipated savings;

10.3.7 loss of revenue;

10.3.8 loss of goodwill;

10.3.9 loss of reputation;

10.3.10 loss of business;

10.3.11 ex gratia payments;

10.3.12 loss of operation time;

10.3.13 loss of opportunity;

10.3.14 loss caused by the diminution in value of any asset; or

10.3.15 loss of, damage to or corruption of, data,

whether or not such Liabilities were reasonably foreseeable or we or our agents or contractors had been advised of the possibility of such Liabilities being incurred. For the avoidance of doubt, Clauses 10.4.2 to 10.4.14 (inclusive) of this Clause 10.4 apply whether such Liabilities are direct, indirect, special, consequential or otherwise.

10.4 Subject to Clause 10.2, our total aggregate Liability arising out of or in connection with all claims in aggregate (including warranty claims and Liabilities relating to the breach of warranty) shall be limited to £5000.

10.5 The limitation of Liability under Clause 10.5 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.

10.6 You acknowledge and accept that we only make the Portal and the Parking Services available on the express condition that we will not be responsible, nor, subject to Clause 10.2, shall we have any Liability, directly or indirectly, for any act or omission of you, your affiliates or your or their employees, agents, contractors or customers, or any third party.

11. NOTICES

11.1 Any notice given to either Party under or in connection with this Agreement shall be in writing, addressed to the relevant Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing, and shall be delivered personally, sent by pre-paid first class post, recorded delivery or commercial courier.

11.2 A notice shall be deemed to have been received if:

11.2.1 delivered personally, when left at the address referred to in Clause 11.1;

11.2.2 sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or

11.2.3 delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

11.3 The provisions of this Clause 11 shall not apply to the service of any proceedings or other documents in any legal action.

12. ASSIGNMENT

12.1 You must not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, this Agreement or any right, benefit or interest under it, nor transfer, novate or sub-contract any of your obligations under it, without our prior written consent (such consent not to be unreasonably withheld or delayed).

13. SEVERANCE

13.1 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

13.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14. WAIVER

14.1 A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

14.2 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

15. THIRD PARTY RIGHTS

15.1 A person who is not a Party shall not have any rights under or in connection with this Agreement.

16. FORCE MAJEURE

16.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions or (strictly in the case of us) default of suppliers or subcontractors.

17. NO PARTNERSHIP

17.1 Nothing in this Agreement shall constitute a partnership or employment or agency relationship between the Parties.

18. ENTIRE AGREEMENT

18.1 Save as expressly provided in this Agreement, this Agreement (and any document referred to in it) shall operate to the entire exclusion of any other agreement, understanding or arrangement of any kind between the Parties and in any way relating to the subject matter of this Agreement, to the exclusion of any representations not expressly stated in this Agreement, except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. You acknowledge that you have not accepted these Terms based on any representation that is not expressly incorporated into these Terms.

18.2 This Agreement constitutes the whole agreement and understanding of the Parties as to the subject matter of this Agreement and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to in this Agreement.

19. GOVERNING LAW AND JURISDICTION

19.1 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 laws of England.

19.2 The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation.