EMIS Group Privacy Notice
This privacy notice lets you know what happens to any personal data that you give to us, or any that we may collect from or about you. It applies to all products and services, and instances where we collect your personal data.
- lets you know what We do with your personal data and what We do to keep it secure. It also explains where and how We collect your personal data, as well as outlining your rights over any personal data We hold about you; and
- applies to all products and services and instances where we collect your personal data (for example, if you use any of our websites, any of our services, if you use any of our mobile apps or if you are interacting with us on social media (however, please note that certain of our sites (such as Patient and Patient Access) and products will have their own specific privacy notices or policies which will apply in place of this notice).
This privacy notice has been adopted by EMIS Group plc (company number 06553923) on behalf of itself and the other members of the EMIS Group, which includes:
- Egton Medical Information Systems Limited (company number 02117205);
- RX Systems Limited (company number 04704728);
- Ascribe Limited (company number 02394847);
- Patient Platform Limited (company number 10004395);
- Dovetail Digital Limited (company number 10867961); and
- EMIS Health India Private Limited (company number (India) U72900TN2015FTC101749),
together with any further companies which We may add to the group in the future.
The contact address for all of the companies referred to above is: Rawdon House, Green Lane, Yeadon, Leeds, LS19 7BY.
References in this privacy notice to “We” or “EMIS” will generally be to the relevant group company with whom you are dealing but it may also refer to the group as a whole depending on the context.
Scope of this privacy notice
This notice sets out the basis on which any personal data We collect from you, or that you provide to us, will be processed by us. ‘Processing’ for the purposes of this notice covers a very broad range of activities, including using, transferring, storing and even deleting.
Please read the following terms carefully to understand our views and practices regarding your personal data and how We will treat it.
For the avoidance of doubt, by registering with, or using, our websites, apps, services or otherwise interacting with us, you consent to the collection, use and transfer of the relevant data and your information under the terms of this privacy notice (save that, as noted above, certain of our sites (such as Patient and Patient Access) and products will have their own specific privacy notices or policies which will apply in place of this notice).
What information about you might We process and where do We get it from?
We may collect and process the following information about you:
- You may give us information about you by filling in forms on our websites, using our services or by corresponding with us (for example, by e-mail or via social media). The information you give us may include your name, address, email address, phone numbers and feedback you might provide.
- If you contact us, We may keep a record of that correspondence.
- Information provided when submitting or updating a request for support or contacting our support teams.
- Information provided when creating a user account within our clinical systems (including, usernames and password information).
- Information collected as a result of any monitoring which may take place. We may monitor (which may include recording) certain interactions between us in order to comply with any legal obligations, to detect fraud or criminal activity as well as for training purposes.
- Information about any device which you use to visit our websites or access our services (such as the type of device used, operating system, browser type, IP address and screen resolution.
- Details of the resources you access through our websites or services.
What uses do We make of the information?
The information We collect may be used in the following ways:
- to manage your account and for our own internal administrative purposes;
- to provide you with information, products or services that you request from us;
- to contact you about our services (and those of other members of the EMIS Group) (see below for more information regarding our marketing activities);
- to conduct market research and statistical analysis, either ourselves or through an agency;
- to help us to understand you better as a user of our websites and/or a recipient of our services so that We can improve our sites and services and better deliver them to you;
- to perform any contracts entered into between you and us;
- for security and safety purposes;
- to assist you with your use of our websites and services and to respond to any comments or queries which you may have raised;
- to allow you to participate in interactive features of our websites or services, when you choose to do so;
- to notify you about changes to, or any issues with, our services;
- to ensure that We present the correct version of our websites and services for your device; and
- to monitor visitor interest and behaviour and understand general usage of our websites and services, to help us improve our sites and services. Please note that our websites are not intended for children and (save as may be expressly provided for) we do not knowingly collect data relating to children via our websites.
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
What are the grounds used to justify our processing of your personal data?
Like most businesses We may rely on a range of legal bases in order to ensure that our use your personal data is lawful, including:
- Where it is needed to provide you with our products or services, such as:
- updating your records, contacting you about the relevant product or service (where appropriate);
- sharing your personal data with services providers in order to deliver the relevant product or service;
- activities relevant to managing the relevant product or service including any enquiries you may make regarding the product or service, your application to receive the relevant product or service, and the administration and management of accounts;
- Where it is in our legitimate interests to do so (provided this is not overridden by considerations regarding your rights and interests), such as:
- managing your products and services relating to that, updating your records, contacting you about the relevant product or service (where appropriate);
- performing and/or testing the performance of, our products, services and internal processes;
- following guidance and recommended best practice of government and regulatory bodies;
- managing and auditing our business operations including accounting and finance functions;
- monitoring and to keeping records of our communications with you;
- administering our governance requirements and those of other members of EMIS Group, such as internal reporting and compliance obligations;
- undertaking market research and analysis and developing statistics;
- for direct marketing communication purposes to help us to offer you relevant products and services; and/or
- complying with any relevant legal and/or regulatory obligations;
- to comply with our legal obligations; and/or
- with your (explicit) consent (though with the exception of some direct marketing communications it is not likely that We would be relying upon this ground).
Disclosure of the information
We may disclose your information to other organisations in certain situations. For example, We may disclose information:
- within the EMIS Group for our internal business purposes and to the extent necessary for us deliver any relevant services to you.
- to third party partners and suppliers where We need them to process your personal data on our behalf so that We can deliver our services to you. This includes the transfer of contact data held in our CRM to third party marketing automation system providers who provide us with marketing services. We of course remain responsible for those third parties and it is our responsibility to ensure that they use any personal data that We make available to them correctly and in accordance with our instructions and the law.
- in order to:
- protect our rights, property and safety (and that of our customers, or others).
- if We are under a duty to disclose or share your personal data in order to comply with any legal or regulatory obligation or request.
- in connection with a potential sale or transfer of part or all of our business, We may share information with prospective purchasers.
- if We reorganise our business then We may need to transfer information about you to another member of EMIS Group so that We could continue to provide services to you.
Information storage and information retention
The information that We collect from you will be processed (which may include, where relevant, storing it) in accordance with our obligations under the relevant laws which set out our obligations as someone that has personal data within our possession and control.
We will retain a record of your personal data in accordance with relevant law and based on the following criteria:
- where We have a reasonable business need to do so, for example, in order to manage our relationship with you;
- where We are providing products and/or services to you and then for as long as someone could bring a claim against us in respect of those products or services; and/or
- in line with any legal and regulatory requirements or guidance in respect of retention periods.
We use strict procedures and security features designed to prevent any unauthorised or unlawful access to the personal data which We control. All information you provide to us is stored securely at our offices and (where relevant) at the offices of third party agencies, service providers, representatives and agents as described above. We also hold your personal data in secure data centres in the UK.
Where We have given you (or where you have chosen) a password that enables you to access certain parts of our website(s) or services, you are responsible for keeping this password confidential. We ask you not to share your password information with anyone.
Transfers of personal data overseas
We are primarily a UK based business but from time to time personal data may need to be transferred outside of the European Economic Area – where this is the case then We will ensure that We have the necessary safeguards in place.
Third party sites and links
Our websites may, from time to time, contain links to and from the websites of our partner networks, (from certain of our sites) advertisers or other third parties (for example, We include links below to the site of the Information Commissioner’s Office).
If you follow a link to any of these websites, please note that these websites and any services that may be accessible through them have their own privacy notices and policies and that We do not accept any responsibility or liability for these notices or policies (and how they may be applied) or for any personal data that may be collected through those third party websites or services, such as contact and location data. Please check the relevant third party policies before you provide any personal data to those websites or use their services.
Marketing - Letting you know about our products and services
From time to time We would like to tell you about the products and services available from members of EMIS Group.
If you have agreed to receive marketing materials from us then We may contact you through the post, by email, text message, online, using social media, or by any other electronic means.
In addition, as noted above We have a legitimate interest in using personal data We hold in respect of individuals to let them know about our products and services. This ground will not apply if you are interacting with us in a personal capacity.
You have the right at any time to ask us not to process your personal data for marketing purposes. You can exercise your right to limit or prevent such processing by contacting us (see below) or by selecting an option to unsubscribe in any relevant electronic communication.
As noted above, in connection with our marketing activities we may share contact data held in our CRM with third party marketing automation system providers who provide us with marketing services (but it will only be used by them on our behalf).
You have a number of important legal rights regarding the manner in which personal data relating to you is used. You can find more information about your rights on the Information Commissioner’s Office website – please see https://ico.org.uk/for-the-public/
We have outlined below the key rights which We believe may be relevant to your use of our websites and services.
If you would like to exercise any of these rights then please contact us using the contact information provided below. Please note that You may be asked to provide us with reasonable proof of your identity so that We can be sure that We are discussing your information with you (or if someone is making a request on your behalf, that they have the authority to do so).
Please note that if you have a query regarding any medical record or similar which We hold on behalf of a GP practice or hospital or similar then We will most likely need to refer your query to the relevant third party as they are responsible for that information (i.e. they are the ‘data controller’) and will need to determine how to respond to your query.
Right of access to information
You have the right to access certain information held about you so that you can be aware of, and verify the lawfulness of, the processing We undertake.
You can exercise your right of access by making what is generally referred to as a 'subject access request'.
We will review each request which We receive and if We agree that We are obliged to provide personal data to you then We will (subject to certain limited exceptions provided under the relevant law) amongst other things: (i) describe it to you; (ii) tell you why We are holding it; (iii) tell you who it could be disclosed to; and (iv) let you have a copy of it (this may include providing an electronic copy).
Right to have information corrected
If you identify that any personal data that We hold about you is wrong, inaccurate or out of date then you may ask us to correct or update it. Please contact us via the details provided below and We will review each request and respond accordingly.
Right to stop or limit our processing of your personal data
This is also known as the ‘right to be forgotten’. You have the right to require us to stop or to limit any processing We are undertaking in respect of your personal data if We no longer have a valid reason to do so or if We have held it for too long.
This is not an absolute right but every request We receive will be considered carefully and We will respond accordingly (providing grounds for any decision We make).
Right to withdraw consent
You are free to withdraw any consent which you have given to us in relation to our use of your personal data at any time.
As noted above, you have the right to tell us to stop sending you any direct marketing materials at any time.
Right to complain
If you are unhappy about the way in which We have processed your personal data then you have a right to raise the issue or to lodge a complaint with the Information Commissioner’s Office – as noted above please see https://ico.org.uk/for-the-public/ for further details.
Changes to our privacy notice
We will keep this privacy notice under regular review and We may update it from time to time (for example, to reflect changes We might make to our services or to reflect changes in the law or best practice).
Any changes We may make to our privacy notice in the future will be posted on this page. We encourage you to visit this page periodically so that you are aware of any changes which have been made.
This version of the privacy notice is effective from 23.10.2018.
If you have any comments or concerns regarding our privacy notice, or the manner in which We handle your personal data or if you would like to exercise any of the rights outlined above then please do feel free to contact us by one of the following means and We will consider your comments and respond accordingly:
- By post: Data Protection Officer, Rawdon House, Green Lane, Yeadon, Leeds LS19 7BY
- By email: firstname.lastname@example.org.
This Website is run by EMIS Group plc, a company registered in England and Wales (Registered number: 06553923) and whose registered office is at Rawdon House, Green Lane, Yeadon, Leeds LS19 7BY (referred to below as “we”, “us” or “our”).
This Website is run for the benefit of members of the EMIS Group.
EMIS Group means EMIS Group plc and any company in which it (directly or indirectly) owns or controls the voting rights attaching to not less than 50% of the issued share capital, or controls directly or indirectly the appointment of a majority of the board of management, and which includes:
- Ascribe Limited. Ascribe Limited is a company registered in England and Wales. Registered number: 02394847. Registered office: Rawdon House, Green Lane, Yeadon, Leeds LS19 7BY.
- Egton Medical Information Systems Limited (dba EMIS®). Egton Medical Information Systems Limited is a company registered in England and Wales. Registered number: 02117205. Registered office: Rawdon House, Green Lane, Yeadon, Leeds LS19 7BY.
- Rx Systems Limited. Rx Systems Limited is a company registered in England and Wales. Registered number: 04704728. Registered office: Rawdon House, Green Lane, Yeadon, Leeds LS19 7BY.
- Patient Platform Limited. Patient Platform Limited is a company registered in England and Wales. Registered number 10004395. Registered office: Rawdon House, Green Lane, Yeadon, Leeds LS19 7BY.
- Dovetail Digital Limited. Dovetail Digital Limited is a company registered in England and Wales. Registered number 10867961. Registered office: Rawdon House, Green Lane, Yeadon, Leeds LS19 7BY.
- EMIS Health India Private Limited (company number (India) U72900TN2015FTC101749),
Accessing the Website
We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. Access to our Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our Website without notice. We will not be liable to you if for any reason our Website is unavailable at any time or for any period.
You are responsible for making all arrangements necessary for you to access our Website (including, having access to an internet connection and an appropriate browser).
You may use our Website only for lawful purposes. You may not use our Website:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
- To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
We use reasonable endeavours to check the accuracy of information published on our Website. We do not warrant that the information is free from error and you acknowledge that the information, products and services published on our Website may include inaccuracies or typographical errors. Changes are periodically added to the information. We may make improvements and/or changes in our Website at any time.
We (and/or our suppliers) make no representations about the suitability of the information, products and services contained in our Website for any purpose. We shall use reasonable care and skill in carrying out the services delivered through our Website.
We (and/or our respective suppliers) hereby disclaim all warranties, terms and conditions with regard to this information, products, and services, including all implied warranties, terms and conditions, by statute, collaterally or otherwise, of satisfactory quality, fitness for a particular purpose, title, and non-infringement (to the extent permitted by law).
Intellectual Property Rights
We are the owner (or the licensee) of all intellectual property rights in our Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may download and/or print off one copy of extracts of any page(s) from our Website for your personal use and you may (in a non-commercial context) draw the attention of others to content posted on our Website.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not further use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as author of the content on our Website must always be acknowledged.
You must not use any part of the content on our Website for commercial purposes without obtaining a licence to do so from us (or our licensors as appropriate).
Content and information provided by third parties (other than members of the EMIS Group) is identified clearly where it appears. We publish this content as supplied to us and are not responsible for its accuracy or timeliness. You must take appropriate steps to verify this information before acting upon it.
Third Party Links and Resources in our Website
This Website may contain links to other websites and resources operated by third parties. These links are provided for your reference only. We do not control such websites or resources and are not responsible for their availability or content.
Our inclusion of links to such websites does not imply any endorsement of the material on such websites or any association with their operators.
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.
Linking to our Website
You may link to the Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. Our Website must not be framed on any other site.
We reserve the right to withdraw linking permission without notice.
LIMITATIONS OF LIABILITY
Please read this section carefully as it sets out the limits of our liability to you in relation to your use of the Website.
To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our Website or any content on it, whether express or implied.
We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence or breach of statutory duty), or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our Website; or
- use of or reliance on any content displayed on our Website (regardless of the origins of such content).
Please note that We only provide our Website for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
We assume no responsibility for the content of websites linked on our Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
We use our reasonable efforts to check the accuracy of the information published on our Website. You should note however that we do not warrant that such information will be error free and you acknowledge that the information, products, and services published on the Website may include inaccuracies or typographical errors. Changes are periodically added to the information herein.
We (and/or our suppliers) make no representations about the suitability of the information, products, and services contained on this Website for any purpose.
Subject to the first paragraph under this section (Limitations of Liability), in no event shall we (or any of our suppliers or licensors) be liable to you whether in contract, tort (including negligence or breach of statutory duty), or otherwise, for any, indirect, incidental, special, or consequential damages arising out of or in any way connected with the use of this Website or with the delay or inability to use this Website, or for any information, products, and services obtained through this Website, or otherwise arising out of the use of this Website, even if we or any of our suppliers has been advised of the possibility of such damages arising.
Subject to the first paragraph under this section (Limitations of Liability), our liability (and that of our suppliers or licensors) for any losses suffered arising out of, or in connection with, your use of this Website, whether in contract, tort (including negligence or breach of statutory duty), or otherwise is limited to the greater of: (i) the total value of the relevant transaction (if any) under which the claim arises for any one event or series of connected events, or (ii) the sum of one thousand pounds (£1,000).
We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any content on it, or on any website linked to it.
This does not affect any legal rights you may have as a consumer.
We do not guarantee that our Website will be secure or free from bugs or viruses and you should use your own virus protection software.
You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you may be committing a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
Choice of Law and Jurisdiction
The past performance of any member of the EMIS Group cannot be relied on as a guide to its future performance. The price of shares and the income derived from them can go down as well as up and investors may not recoup the amount originally invested.
Any reference to any product or service which has been or may be provided by a member of the EMIS Group or any other company does not amount to a promise that such product or service will be available at any time. Changes to or improvements in such products or services may be made at any time without notice.
All contents of this Website are: Copyright 2015 EMIS Health. Any rights not expressly granted herein are reserved.
No part of this site may be reproduced in any form whether electronically or otherwise without our prior consent, other than temporarily in the course of using our website or to keep a record of a transaction entered into using the website.
The following terms and conditions apply to any competitions which may be run or accessed through our Website (together with any specific terms which might apply in respect of a particular competition).
- Entry is open to UK residents aged 18 or over (except employees of any member of EMIS Group, advisers and agents and others connected with the organisation of this promotion).
- Competition closing date and prize(s) are as stated in the relevant promotional material. The copyright in any entries will be owned by the relevant member of EMIS Group which is running the competition.
- Winners will be notified of their prize within 30 days of the draw date and details of winners will be advertised on our website and social media channels following the draw.
- Prizes will be forwarded to winners within 90 days.
- Winners may be required to take part in promotion activities.
- Our adjudicator's decision is final.
- We reserve the right to amend these rules and to substitute any prizes with a prize of equivalent or higher value as we may require from time to time. There is no cash alternative.
- Participants will be entered into the competition by the method stated in the relevant promotional material. Entry is free and no purchase is necessary.
- The winner will be the entrant with the most correct answers or highest score. In the event of a tie, a random draw will take place.
- For prize draws, the winner will be the first entry form drawn at random by our adjudicator.
Terms and conditions
Updated 21 August 2018 version 17
These Terms and Conditions shall apply to the supply of goods or services by members of the EMIS Group (as defined below and as may be trading under the name EMIS Health) in the following circumstances:
- these Terms and Conditions are expressly referred to in respect of the relevant order (including, within an invoice); or
- any goods or services are delivered in the absence of a separate formal agreement being in effect between the relevant parties.
For the avoidance of doubt, if the parties have entered into a separate formal agreement for the delivery of the relevant goods or services (or both) or the supplier has provided any alternative terms and conditions then those terms shall apply.
TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES
All sales are subject to the following Terms and Conditions. The Customer's attention is particularly drawn to the provisions of clause 12.
1.1 Definitions In these Conditions, the following definitions and rules of interpretation apply (unless the context requires otherwise):
Affiliate: means any business entity from time to time controlling, controlled by, or under common control with, either party, whereby a business entity shall be deemed to “control” another business entity if it owns, directly or indirectly, in excess of 50% of the outstanding voting securities or capital stock of such business entity, or any other comparable equity or ownership interest with respect to a business entity other than a corporation.
Business Day: means a day, other than a Saturday, a Sunday, a public holiday or a statutory holiday in England.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: means these terms and conditions (as may be amended by the Supplier from time to time).
Contract: means the contract between the Supplier and the Customer for the supply of Goods or Services (or both, as appropriate) in accordance with these Conditions.
Contract Year: means: (a) a period of 12 months commencing on the Commencement Date; and (b) thereafter a period of 12 months commencing on each anniversary of the Commencement Date; provided that the final Contract Year shall end on the expiry or termination of the Contract.
Customer: means the person or firm who purchases the Goods or Services (or both) from the Supplier as detailed in the relevant Order.
Data Protection Legislation: means (i) unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR.
Deliverables: means the deliverables (if any) set out in the Order.
Delivery Location: has the meaning set out in clause 4.2.
EMIS Group: means EMIS Group Plc (a company registered in England and Wales (Registered number: 06553923) and whose registered office is at Rawdon House, Green Lane, Yeadon, Leeds LS19 7BY) and any company in which it (directly or indirectly) owns or controls the voting rights attaching to not less than 51% of the issued share capital, or controls directly or indirectly the appointment of a majority of the board of management.
Force Majeure Event: means any circumstance not within a party’s reasonable control including: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; and any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent.
Goods: means the goods (or any part of them) set out in the Order.
Goods Specification: means the specification for the Goods as provided in writing by the Supplier to the Customer (and which may include a reference to the Supplier’s catalogues).
Intellectual Property Rights: means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: means the Customer's order for the supply of Goods or Services (or both), as set out in the Customer's purchase order form, or the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.
Services: means the services, including the Deliverables (if any), supplied by the Supplier to the Customer as set out in the Service Specification.
Service Specification: means the description or specification for the Services provided in writing by the Supplier to the Customer.
Supplier: means the relevant member of the EMIS Group (as identified in the Order) which is supplying the Goods or delivering the Services (or both) to the Customer under the Contract.
Supplier Materials: has the meaning set out in clause 8.1(g).
1.2 Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to: (i) a party includes its personal representatives, successors or permitted assigns; (ii) a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted; (iii) a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(c) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(d) a reference to writing or written includes e-mails; and
(e) the language of the Contract will, in all cases, be construed simply, as a whole and in accordance with its fair meaning and not strictly for or against any party.
- BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods or Services (or both) in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order (or, if earlier, it commences delivery of the relevant Goods or Services) at which point and on which date the Contract shall come into existence (the “Commencement Date”).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions or illustrations of the Goods or Services contained in the Supplier's catalogues or brochures (including online) are (unless expressly referred to in the relevant Goods Specification or Service Specification) issued or published for the sole purpose of giving an approximate idea of the Services and Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of thirty (30) days from its date of issue.
2.7 The Supplier reserves the right to accept or reject any Order for any reason whatsoever. No order will be considered binding unless and until it is accepted by the Supplier in accordance with clause 2.2.
2.8 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.1 The Goods are described in the relevant Goods Specification.
3.2 All Goods are offered subject to stock and availability. If for any reason the relevant Goods are no longer available, the Supplier will try to offer an alternative product, otherwise the Supplier reserves the right to cancel the Contract (and will refund any sums already paid in respect of Goods not delivered).
3.3 The Supplier reserves the right to amend the Goods Specification from time to time (including, if required by any applicable statutory or regulatory requirements).
- DELIVERY OF GOODS
4.1 The Supplier shall include with each delivery of the Goods a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), and special storage instructions (if any).
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (the “Delivery Location”). Please note that any delivery prices quoted are for UK mainland addresses only.
4.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location and the Customer shall be responsible for ensuring the safe unloading of the Goods (unless the Order expressly provides otherwise).
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. If the Supplier fails to deliver the Goods, its liability shall be limited to the direct costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods (and subject always to clause 12).
4.5 The Supplier shall have no liability for any failure or delay to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.6 If the Customer fails to accept or take delivery of the Goods within three (3) Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the second Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If five (5) Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
- QUALITY OF GOODS
5.1 The Supplier warrants that on delivery the Goods shall: (i) conform in all material respects with the relevant Goods Specification; and (ii) be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice five (5) Business Days from the date of delivery via the Supplier’s support helpline (as notified to the Customer from time to time)) upon discovering that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity to examine the relevant Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier,
then the Supplier shall, as the Customer’s sole remedy, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier's instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any instructions or specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) the Goods differ from the relevant Goods Specification as a result of changes made to ensure compliance with applicable statutory or regulatory standards.
5.4 The Supplier offers no guarantee or warranty with respect to the precise compatibility or suitability of the Goods to meet the needs or requirements of the Customer (whether or not they have been communicated to the Supplier). It is the Customer’s responsibility to check this prior to ordering.
5.5 Except as expressly provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2.
5.7 The Supplier shall use its reasonable endeavours to pass to the Customer the benefit of any warranty or guarantee provided in respect of the Goods by the relevant third party manufacturer.
5.8 The Supplier may agree to extend the warranty period set out in clause 5.1 upon payment by the Customer of the sums due in respect of the relevant “support pack”, such services may in addition include additional services and features which shall form part of, and be delivered in accordance with, the terms of the Contract (as may be amended by the terms of the relevant support pack).
- TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1(c); and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 14.1, then, without limiting any other right or remedy it may have, the Supplier may at any time:
(a) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; or
(b) enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
- SUPPLY OF SERVICES
7.1 The Supplier shall use its reasonable endeavours to:
(a) provide the Services to the Customer in accordance with the Service Specification in all material respects;
(b) meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services; and
(c) observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises and that have been communicated to it under clause 8.1(e), provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its other obligations under the Contract.
7.2 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and it shall notify the Customer in any such event.
7.3 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
7.4 The Supplier shall not be liable in respect of any defective Services if:
(a) the defect arises as a result of the Supplier following any instructions or specification supplied by the Customer; or
(b) the Services differ from the relevant Service Specification as a result of changes made to ensure compliance with applicable statutory or regulatory standards.
- CUSTOMER'S OBLIGATIONS
8.1 The Customer shall:
(a) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Contract;
(c) provide access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services (or, where appropriate, deliver the Goods);
(d) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
(e) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any relevant premises;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
(g) keep and maintain all materials, equipment, documents and other property of the Supplier (the “Supplier Materials”) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.
8.2 If the Supplier's performance of any of its obligations in respect of the Services are prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (each a “Customer Default”):
(a) the Supplier shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising from the Customer Default.
- CHARGES AND PAYMENT
9.1 The price for the Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
9.2 In consideration of the provision of the Services by the Supplier, the Customer shall pay the charges as set out in the Order, which shall specify whether they shall be on a time and materials basis, a fixed price basis or a combination of both. Clause 9.3 applies if the Services are provided on a time and materials basis and clause 9.4 shall apply if the Services are provided for a fixed price. The remainder of this clause 9 shall apply in either case.
9.3 Where Services are provided on a time and materials basis:
(a) the charges shall be calculated in accordance with the Supplier's standard daily fee rates, as set out in the relevant quote (or as otherwise detailed in the Supplier’s standard price list from time to time);
(b) the Supplier's standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 9.00 am to 5.30 pm worked on Business Days;
(c) the Supplier shall be entitled to charge an overtime rate of one hundred and fifty per cent (150%) of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.3(b); and
(d) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
9.4 Where Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Order. The Customer shall pay the total price to the Supplier (without deduction or set-off) in full upon receipt of the invoice that the Supplier shall issue for the charges that are then payable, together with expenses, the costs of materials, where appropriate.
9.5 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
(a) any factor beyond the reasonable control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, increases in labour, materials and other manufacturing costs and increases imposed by any third party manufacturer of the relevant Goods);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
9.6 Unless the relevant Order expressly provides otherwise, in respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery and in respect of Services, the Supplier shall invoice the Customer monthly in arrears.
9.7 The Customer shall pay each invoice submitted by the Supplier within thirty (30) days of the date of the invoice; and in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
9.8 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.9 Without prejudice to any other right or remedy that it may have, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, interest shall accrue on such due amounts at an annual rate equal to four percent (4%) over the then current base lending rate of Clydesdale Bank Plc (trading as Yorkshire Bank) at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.10 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This clause 9.10 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
9.11 All amounts due to the Supplier under the Contract shall be paid by the Customer in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10. INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in or arising out of or in connection with the Goods or Services (or both) shall be owned by the Supplier (or the relevant third party licensor as appropriate). All Supplier Materials are the exclusive property of the Supplier.
10.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Goods or the Services (or both), the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
A party (the “receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (the “disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
12. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by applicable law.
12.2 Subject to clause 12.1, if the Supplier provides any defective Services then it may, at its option and as the Customer’s sole remedy in respect of the relevant Services, either: (i) repeat (in accordance with the terms of the Contract) the relevant Services; or (ii) refund to the Customer any fees paid in respect of the defective Services.
12.3 Subject to clause 12.1, the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence or breach of statutory duty), or otherwise, for any:
(a) loss (whether direct or indirect) of revenue or profits;
(b) loss (whether direct or indirect) of business opportunity;
(c) loss (whether direct or indirect) of anticipated savings;
(d) loss (whether direct or indirect) of goodwill or injury to reputation;
(e) loss (whether direct or indirect) of or corruption to data or information; or
(f) indirect, consequential or special loss or damage,
in each case arising out of or in connection with the Contract.
12.4 Subject to clause 12.1 and clause 12.3, the Supplier’s (and its Affiliates and sub-contractors) total liability to the Customer, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, equity, restitution or otherwise, arising out of or in connection with the Contract in respect of all claims (including, under any indemnities) arising in any Contract Year will be limited to a sum equal to one hundred and twenty percent (120%) of the total charge(s) paid and/or due to be paid under the Contract by the Customer in that Contract Year (or in respect of any and all claims arising after the Contract has terminated or expired, a sum equal to one hundred and twenty percent (120%) of the charges paid and/or due to be paid in the final Contract Year of the Contract).
12.5 Subject to clause 12.1, to the fullest extent permitted by law, all implied terms, conditions, warranties and representations howsoever arising are excluded from the Contract.
13. DATA PROTECTION AND SECURITY
13.1 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 undisputed amount due under the Contract on the due date for payment and it remains in default not less than ten (10) Business Days after being notified in writing to make such payment;
(b) the other party commits a material breach of any obligation under the Contract provided, if such breach is remediable, the party in breach fails to remedy that breach within thirty (30) days after receipt of notice in writing to do so;
(c) the other party becomes insolvent, is the subject of a petition for creditor protection or a petition in bankruptcy or of any other proceedings under bankruptcy, insolvency or similar laws or makes an assignment for the benefit of creditors (or any event occurs, or proceeding is taken, with respect to the other party that has an effect equivalent or similar to any of the events mentioned in this clause); or
(d) the circumstances set out in clause 14.3 should arise in respect of any Force Majeure Event.
13.2 On expiry or termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract; and
(c) clauses 6.4, 10, 11, 12 and 15 and those which by implication have effect after termination shall continue in full force and effect.
13.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
- FORCE MAJEURE
14.1 If the Supplier is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event it shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
14.2 The Supplier shall as soon as reasonably practicable after the start of the Force Majeure Event notify the Customer in writing of the Force Majeure Event, the date on which it started, its likely duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and use its reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
14.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than four (4) weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer.
15.1 Assignment and other dealings. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
15.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
15.3 Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that 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 in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next Business Day delivery service, or by commercial courier, or in the case of notices issued to the Supplier by e-mail, to ContractBidsandFulfilment@emisgroupplc.com.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
15.4 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
If one party gives notice to the other of the possibility that any provision or part-provision of the Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.5 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.6 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.7 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
15.8 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier.
15.9 Governing law. These Conditions, and each Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
15.10 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).