Hogan Lovells Engage – Subscription Terms and Conditions

1. INTRODUCTION

These Terms and Conditions comprise the agreement pursuant to which we grant to you the right to use the Cryptoasset Activity AML Registration Tool.

These Terms and Conditions will be deemed accepted by you when you submit to us a completed order form to purchase the Cryptoasset Activity AML Registration Tool.

2. DEFINITIONS

2.1 The definitions in this clause will apply in these Terms and Conditions:

"Additional Professional Services" means the added support package referred to in the Cryptoasset Activity AML Registration Tool;

"Affiliates" means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, you;

"Authorised Users" means your employees who are authorised by us to use the Cryptoasset Activity AML Registration Tool, as further described in clause 4;

"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

"Client Data" means the data inputted by you, the Authorised Users, or us on your behalf for the purpose of using the Services or facilitating the use of the Services;

"Contract" means the contract between you and us for the Services incorporating these Terms and Conditions;

"Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.6 or clause 10.7;

"Cryptoasset Activity AML Registration Tool" means the following suite of documents provided to you by us:

• Business plan - Strategic guidance

• Governance arrangements and internal control mechanisms - Strategic guidance

• Individual beneficial owners and close links - Strategic guidance

• Internal control mechanisms - Strategic guidance

• IT systems - Strategic guidance

• Key questions and dates - Strategic guidance

• Structural organisation - Strategic guidance

• The registration process - Strategic guidance

• Who needs to register – Strategic guidance

• AML approach template

• Governance arrangement template

• Regulatory business plan template

• Risk and internal controls template

• Structural organisation template

"Cryptoasset Activity AML Registration Tool Fee" means the price payable by you to us for the right to use the Cryptoasset Activity AML Registration Tool as set out the Cryptoasset Activity AML Registration Tool or otherwise agreed between us by email;

"Hogan Lovells" means the international legal practice comprising Hogan Lovells International LLP, Hogan Lovells US LLP and their affiliated businesses, each of which is a separate legal entity. Hogan Lovells International LLP is a limited liability partnership registered in England and Wales with registered number OC 323639. Hogan Lovells US LLP is a limited liability partnership in the District of Columbia, USA. Most of Hogan Lovells' offices are offices of Hogan Lovells International LLP or Hogan Lovells US LLP. However, in some jurisdictions, Hogan Lovells practices through a local entity which is, or is an office of, an affiliate of Hogan Lovells International LLP or Hogan Lovells US LLP. Information about Hogan Lovells' offices and affiliates can be found on http://www.hoganlovells.com;

"Hogan Lovells Engage Premium Platform" means the platform through which the Cryptoasset Activity AML Registration Tool will be made available, found via https://engagepremium.hoganlovells.com/ or any other website notified to you by us from time to time;

"Normal Business Hours" means 09.00 to 18.00 local UK time, each Business Day;

"Order Date" means the date on which you submit the order form to purchase the Cryptoasset Activity AML Registration Tool to us ;

"Regulations" means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;

"Services" means the provision of the Cryptoasset Activity AML Registration Tool to you under these Terms and Conditions via https://engagepremium.hoganlovells.com/ or any other website notified to you by us from time to time;

"Software" means the online software applications provided by us as part of the Services;

"Term" means the lifetime of this agreement as set out in clause 12;

"Terms and Conditions" means these terms and conditions;

"Virus" means any thing or device (including any software, code, file or program) 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 program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program 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;

"We", "we", "us" and "our" refers to Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London, EC1A 2FG; and

"You", "you" and "your" refers to the company or other entity to which we grant a right to use the Cryptoasset Activity AML Registration Tool and any of its Affiliates.

2.2 Clause headings will not affect the interpretation of these Terms and Conditions.

2.3 Unless the context otherwise requires, words in the singular will include the plural and in the plural will include the singular.

2.4 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

2.5 A reference to a company will include any company, corporation or other body corporate, wherever and however incorporated or established.

2.6 A reference to statute or statutory provision is a reference to it as it is in force as at the Order Date.

2.7 A reference to a statute or statutory provision will include all subordinate legislation made as at the Order Date under that statute or statutory provision.

2.8 References to clauses are to the clauses of these Terms and Conditions.

3. ORDER PROCESS

3.1 If you wish to purchase the Cryptoasset Activity AML Registration Tool, we will send to you or make available at https://engagepremium.hoganlovells.com/ or any other website notified to you by us from time to time an order form which you must sign and return to us. Once we receive your completed order form, we will conduct such checks as are reasonably necessary to comply with all applicable law and regulations, including identity verification, anti-money laundering and sanctions checks.

3.2 Once we have satisfactorily completed the checks in clause 3.1 (typically within 2-3 Business Days) we will provide you with instructions for joining the Hogan Lovells Engage Premium Platform. The employees, directors, officers and similar contractors you propose to become Authorised Users may then create individual accounts for themselves on the Hogan Lovells Engage Premium Platform.

3.3 You will then provide us with a list of the names and email addresses of the employees, directors, officers and similar contractors you propose as Authorised Users. Once we have received this list of proposed Authorised Users we will authorise the accounts of those employees to have access to the Cryptoasset Activity AML Registration Tool, typically within 2-3 Business Days. Once an account is authorised we will promptly contact the Authorised User directly to confirm.

3.4 New Authorised Users may be created from time to time. To create a new Authorised User you will provide us with the name and email address of the relevant employee and we will carry out the authorisation process as set out in clause 3.2 and 3.3

3.5 Notwithstanding any provision of this clause 3, the total number of Authorised Users must not exceed 100 natural people.

4. USE OF THE CRYPTOASSET ACTIVITY AML REGISTRATION TOOL

4.1 Subject to clause 3, we grant you a non-exclusive, non-transferable right, without the right to grant sub-licences, to appoint Authorised Users to whom we will grant a non-exclusive, non-transferable right, without the right to grant sub-licences, to use, amend, modify and/or adapt the Cryptoasset Activity AML Registration Tool solely for your internal business operations.

4.2 You will not:

(a) use all or part of the Cryptoasset Activity AML Registration Tool to build a product or service which competes with the Cryptoasset Activity AML Registration Tool;

(b) use the Cryptoasset Activity AML Registration Tool to provide services to third parties;

(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Cryptoasset Activity AML Registration Tool available to any third party except Authorised Users;

(d) attempt to use, or assist third parties to use, the Cryptoasset Activity AML Registration Tool, other than as provided in this clause 4; or

(e) allow or suffer anyone who is not an Authorised User to access the Cryptoasset Activity AML Registration Tool.

4.3 You undertake that:

(a) each Authorised User will:

(i) keep a secure password for their use of the Cryptoasset Activity AML Registration Tool; and

(ii) change such password no less frequently than once every 3 months; and

(iii) keep such password confidential;

(b) you will maintain a written, up to date list of current Authorised Users and provide such list to us within 15 Business Days of our written request at any time or times;

(c) you will permit us to audit the use of the Cryptoasset Activity AML Registration Tool to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at our expense, and with reasonable prior notice;

(d) if any of the audits referred to in clause 4.3(c) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you will promptly disable such passwords and we will not issue any new passwords to any such individual;

(e) you will ensure that the Authorised Users use, amend, modify and/or adapt the Cryptoasset Activity AML Registration Tool in accordance with these Terms and Conditions;

(f) you will be responsible for any Authorised User's breach of these Terms and Conditions; and

(g) you will promptly notify us of any unauthorised use of, or access to, the Cryptoasset Activity AML Registration Tool.

4.4 The rights provided under this clause 4 are granted to you only, and will not be considered granted to any subsidiary or holding company.

5. QUALITY

5.1 While the Cryptoasset Activity AML Registration Tool is designed to provide you with information on the requirements of being registered with the FCA to comply with the Regulations, its use by you does not guarantee compliance with the Regulations nor a successful outcome to any application for registration thereunder. Unless we have agreed otherwise under an engagement letter, we are not responsible for your use, amendment, modification and/or adaptation of the Cryptoasset Activity AML Registration Tool. The provision to you of the Cryptoasset Activity AML Registration Tool does not by itself constitute legal advice.

5.2 We warrant that the Cryptoasset Activity AML Registration Tool will:

(a) conform in all material respects with its description;

(b) be of satisfactory quality; and

5.3 After the date on which we grant the first Authorised Users access to the Cryptoasset Activity AML Registration Tool, we make no warranties as to future updates to the Regulations. In the event of any updates to the Regulations, we are under no obligation to send these updates to you or reissue the Cryptoasset Activity AML Registration Tool to you to reflect these updates.

5.4 You acknowledge that communications between us and you will not normally be privileged from disclosure in any subsequent litigation.

5.5 You acknowledge that your use of the Cryptoasset Activity AML Registration Tool does not give rise to a lawyer-client relationship for conflicts purposes.

5.6 If you require Hogan Lovells to provide any Additional Professional Services to you, this will be on the basis of a separate engagement letter with Hogan Lovells and Hogan Lovells International LLP, and Hogan Lovells' standard procedures for engaging clients, including clearing conflicts, will apply.

6. SERVICES

6.1 Subject to clause 3 and so that Authorised Users can access the Cryptoasset Activity AML Registration Tool we will give Authorised Users use of the Services (including the Hogan Lovells Engage Premium Platform) solely for the access and use of the Cryptoasset Activity AML Registration Tool.

6.2 We will, during the Term, provide the Services on and subject to the terms of these Terms and Conditions.

6.3 We will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance window of 22.00 to 02.00 UK time; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours' notice in advance.

6.4 We undertake that the Services will be performed with reasonable skill and care.

6.5 The undertaking in clause 6.4 will not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our own expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 6.4.

6.6 Notwithstanding the undertaking in clause 6.4, we:

(a) do not warrant that the use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by you through the Services will meet your requirements; and

(b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.7 We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under these Terms and Conditions.

7. YOUR OBLIGATIONS

7.1 You will:

(a) provide us with:

(i) all necessary co-operation in relation to this agreement; and

(ii) all necessary access to such information as may be required by us,

to provide the Services, including but not limited to Client Data, security access information and configuration services;

(b) comply with all applicable laws and regulations with respect to your activities under these Terms and Conditions;

(c) carry out all of your responsibilities set out in these Terms and Conditions in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) obtain and will maintain all necessary licences, consents, and permissions necessary for us, our contractors and our agents to perform their obligations under these Terms and Conditions, including without limitation the Services;

(e) ensure that your network and systems comply with the relevant specifications provided by us from time to time; and

(f) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

7.2 You will not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Hogan Lovells Engage Premium Platform that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, or disability; and/or

(f) is otherwise illegal or causes damage or injury to any person or property,

and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause.

7.3 You will not:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the SMCR Toolkit in any form or media or by any means; or

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software,

in each case:

(i) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; and

(ii) except to the extent expressly permitted under these Terms and Conditions.

8. FEES AND PAYMENT

8.1 We will invoice you for payment of the Cryptoasset Activity AML Registration Tool Fee. Our invoice will be due for payment within 14 days of the invoice date unless we agree otherwise in writing. Our payment details will appear on our invoice.

8.2 The Cryptoasset Activity AML Registration Tool Fee will be:

(a) payable in pounds sterling; and

(b) exclusive of value added tax, which will be payable by you in addition to the Cryptoasset Activity AML Registration Tool Fee (if applicable).

9. PROPRIETARY RIGHTS

9.1 You acknowledge and agree that we own all the intellectual property rights in relation to the Cryptoasset Activity AML Registration Tool and the Services.

9.2 We confirm that we have all the rights in relation to the Services that are necessary to grant all the rights we purport to grant to you under, and in accordance with, these Terms and Conditions.

10. CONFIDENTIALITY AND COMPLIANCE WITH POLICIES

10.1 Each party may be given access to Confidential Information from the other party to perform the receiving party’s obligations under these Terms and Conditions. A party's Confidential Information will 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 receiving party's lawful possession before the disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

10.2 Subject to clause 10.4, each party will hold the other party’s Confidential Information in confidence and not make the other party’s Confidential Information available to any third party, or use the other party’s Confidential Information for any purpose other than the implementation of this agreement.

10.3 Each party will take all reasonable steps to ensure that the other party's Confidential Information to which the receiving party has access is not disclosed or distributed by the receiving party’s employees or agents in violation of these Terms and Conditions.

10.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent the disclosing party is legally permitted to do so, the disclosing party gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, the disclosing party takes into account the reasonable requests of the other party in relation to the content of such disclosure.

10.5 Neither party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

10.6 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.

10.7 We acknowledge that the Client Data is your Confidential Information.

10.8 We may disclose any information (including Confidential Information) to our professional indemnity insurers and advisers and to our auditors.

10.9 The provisions of this clause 10 will survive termination of the Contract however arising.

11. CANCELLATION

11.1 You have the right to cancel your order for the Cryptoasset Activity AML Registration Tool after the Order Date provided we have not granted any Authorised Users access to the Cryptoasset Activity AML Registration Tool. Your order will be deemed cancelled when you email us to indicate your wish to cancel your order and we will not be obliged to perform any of our obligations under these Terms and Conditions.

11.2 You acknowledge and agree that once we grant any Authorised Users access to the Cryptoasset Activity AML Registration Tool, you will not have a right to cancel your order for the Cryptoasset Activity AML Registration Tool or claim a refund.

12. TERM AND TERMINATION

12.1 The Contract will, unless otherwise terminated as provided in this clause 12 or otherwise in accordance with these Terms and Conditions, start on the Order Date and will continue for 12 months.

12.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under these Terms and Conditions and remains in default not less than 15 Business Days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of these Terms and Conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 Business Days after being notified in writing to do so; or

(c) the other party repeatedly breaches any of the terms of these Terms and Conditions in such a manner as to reasonably justify the opinion that the breaching party’s conduct is inconsistent with the breaching party having the intention or ability to give effect to the terms of these Terms and Conditions.

12.3 On termination of the Contract for any reason:

(a) all licences granted under these Terms and Conditions will immediately terminate and you will immediately stop all use of the Services;

(b) each party will return and make no further use of any equipment, property, or other items (and all copies of them) belonging to the other party;

(d) 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 these Terms and Conditions which existed at or before the date of termination will not be affected or prejudiced.

13. INDEMNITY

13.1 You will defend, indemnify and hold us harmless 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 your use of the Services provided that:

(a) you are given prompt notice of any such claim;

(b) we will provide you with reasonable co-operation in the defence and settlement of such claim, at your expense; and

13.2 We will defend you, your officers, directors and employees against any claim that the Services infringe any United Kingdom patent effective as of the Order Date, copyright, trade mark, database right or right of confidentiality, and will indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

(a) we are given prompt notice of any such claim;

(b) you provide us with reasonable co-operation in the defence and settlement of such claim, at our expense; and

13.3 In the defence or settlement of any claim, we may:

(a) procure the right for you to continue using the Services; or

(b) replace or modify the Services so that they become non-infringing; or

(c) if such remedies are not reasonably available, terminate the Contract on giving you 2 Business Days' notice without any additional liability or obligation to pay liquidated damages or other additional costs.

13.4 In no event will we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:

(a) a modification of the Services by anyone other than us; or

(b) your use of the Services in a manner contrary to the instructions; or

13.5 This clause 13 and clause 14.2 states your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

14. LIMITATION OF LIABILITY

14.1 Nothing in these Terms and Conditions will limit or exclude our liability for:

(a) death or personal injury caused by our negligence, or the negligence of our employees;

(b) fraud or fraudulent misrepresentation; or

14.2 Subject to clause 14.1, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise:

(a) for any loss of profit, or any indirect or consequential loss (even if foreseeable) arising under or in connection your use of the Services, your use of or inability to use the Cryptoasset Activity AML Registration Tool, or your use of or reliance on any content of the Cryptoasset Activity AML Registration Tool; and/or

(b) for any other losses arising under or in connection with your use of the Services, your use of or inability to use the Cryptoasset Activity AML Registration Tool, or your use of or reliance on any content of the Cryptoasset Activity AML Registration Tool in excess (in the aggregate) of £100,000,

and in no event (except as prohibited by applicable law) will our liability to you arising in any way (including through negligence) out of or in connection with your use or reliance on any content of the Cryptoasset Activity AML Registration Tool, exceed in aggregate £100,000.

15. FORCE MAJEURE

We will have no liability to you under these Terms and Conditions if we are prevented from or delayed in performing our obligations under these Terms and Conditions by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or the workforce of any other party), failure of a utility service or transport or telecommunications network, act of God, epidemic, pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers or sub-contractors.

16. VARIATION

No variation of these Terms and Conditions will be effective unless it is in writing and signed by you and us (or our authorised representatives).

17. WAIVER

No failure or delay by you or us to exercise any right or remedy provided under these Terms and Conditions or by law will constitute a waiver of that or any other right or remedy, nor will 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 will prevent or restrict the further exercise of that or any other right or remedy.

18. SEVERANCE

18.1 If any provision (or part of a provision) in these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

18.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

19. ENTIRE AGREEMENT

19.1 These Terms and Conditions constitute the entire agreement between the parties in respect of the delivery of the documents comprised in the Cryptoasset Activity AML Registration Tool and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.

19.2 Each party acknowledges that in entering into the Contract it does not rely on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions.

19.3 Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions or in the Cryptoasset Activity AML Registration Tool.

20. ASSIGNMENT

20.1 You will not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

20.1 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms and Conditions.

21. NO PARTNERSHIP OR AGENCY

Nothing in these Terms and Conditions is intended to or will operate to create a partnership between the parties, or authorise either party to act as agent for the other party, and neither party will have the authority to act in the name or on behalf of or otherwise to bind the other party 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).

22. NOTICES

22.1 Any notice required to be given under these Terms and Conditions will be in writing and will be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in these Terms and Conditions, or such other address as may have been notified by that party for such purposes.

22.2 A notice delivered by hand will be deemed to have been received when delivered (or if delivery is not in Normal Business Hours, at 09.00 on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or special delivery post will be deemed to have been received at the time at which it would have been delivered in the normal course of post.

23. THIRD PARTY RIGHTS

These Terms and Conditions do not confer any rights on any person or party (other than the parties to these Terms and Conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

24. GOVERNING LAW

These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.

25. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims).