Welcome to Angel Uplifting Marketing Ltd.
These terms and conditions (Conditions) apply in respect of all work undertaken by Angel Uplifting Marketing Ltd.
1. Interpretation
These terms and conditions (Conditions) apply in respect of all work undertaken by Angel Uplifting Marketing Ltd.
1.1.1. Contract: the agreement made between Angel Uplifting Marketing Ltd. and the Client as set out in these Conditions;
1.1.2. Client: the person, firm or company referred to in the Quotation who purchases Services;
1.1.3. Client Material: all Documents, information and materials provided by the Client relating to the Services, including (without limitation), computer programs, information, materials, copy, data, reports and specifications;
1.1.4. Angel Uplifting Marketing Ltd., a company incorporated in England and Wales with company number 3615893 and whose trading office is at 145 City Road, London, EC1V 1AZ;
1.1.5. Deliverables: all Documents, designs, products, digital content and/or materials in any form, including computer programs, data, reports and specifications (developed by Angel Uplifting Marketing Ltd. or its agents or subcontractors) and delivered about the Services;
1.1.6. Digital Marketing Services: The Services as further described at condition 9 below;
1.1.7. Document: includes, without limitation, in addition to any document in writing, any drawing, plan, diagram, design, picture or other image, proof, disk or other device or record embodying information in any form;
1.1.8. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
1.1.9. Pre-existing Materials: all Documents, information and materials provided by Angel Uplifting Marketing Ltd. relating to the Services which existed before the commencement of the Contract, including computer programs, data, reports and specifications;
1.1.10. Quotation: The estimate for services provided by Angel Uplifting Marketing Ltd. to the Client;
1.1.11. Services: the services provided by Angel Uplifting Marketing Ltd. under the Contract as set out in the Quotation, together with any other services which Angel Uplifting Marketing Ltd. provides, or agrees to provide, to the Client;
1.2. These Conditions shall prevail over any Client terms of business offered by or on behalf of the Client or implied by law, trade custom, practice or course of dealing. The Client’s standard terms and conditions (if any) shall be deemed expressly rejected by Angel Uplifting Marketing Ltd.
2. Formation of the Contract
2.1. The acceptance of a Quotation for Services by Angel Uplifting Marketing Ltd. constitutes an offer by the Client to purchase the Services specified in it on these Conditions. The Client will be deemed to have accepted a Quotation when it either signs it or otherwise communicates to Angel Uplifting Marketing Ltd. that it has accepted it. The Contract is deemed to commence on the earlier of:
2.1.1. a written acknowledgement issued and executed by Angel Uplifting Marketing Ltd.; or 2.1.2. by Angel Uplifting Marketing Ltd., which is starting to provide the Services.
2.2. Any Quotation is valid for fourteen (14) days from its date, provided that Angel Uplifting Marketing Ltd. has yet to withdraw it in writing.The Client acknowledges that it enters into the Contract during its business and not as a consumer.
3. Commencement of the Services
3.1. Angel Uplifting Marketing Ltd. shall provide the Services to the Client from the date agreed by the parties or, if earlier, the date referred to at condition 2.1.2.
4. Angel Uplifting Marketing Ltd.’s Obligations
4.1. Angel Uplifting Marketing Ltd. shall use reasonable endeavours to provide the Services and deliver the Deliverables to the Client in accordance with the Quotation.
4.2. Angel Uplifting Marketing Ltd. shall use reasonable endeavours to meet any performance dates specified in the Quotation, but such dates shall be estimates only, and time shall not be of the essence for performing the Services.
5 Client’s Obligations
5.1. The Client shall:
5.1.1. co-operate with Angel Uplifting Marketing Ltd. in all matters relating to the Services;
5.1.2. provide to Angel Uplifting Marketing Ltd., promptly such Client Material and other information as Angel Uplifting Marketing Ltd. may reasonably require and ensure that such information is accurate in all material respects;
5.1.3. ensure that the Client owns all Client Material, or, if not, ensure that the Client has permission from the legal owner to enable Angel Uplifting Marketing Ltd. to legitimately use the Client material in the provision of the Services;
5.2. The Client acknowledges that the late supply of Client Material may impact Angel Uplifting Marketing Ltd.’s ability to deliver the Services. If Angel Uplifting Marketing Ltd.’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Angel Uplifting Marketing Ltd. shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
5.3. The Client shall indemnify Angel Uplifting Marketing Ltd. from and against all costs, charges or losses sustained or incurred by Angel Uplifting Marketing Ltd. arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Angel Uplifting Marketing Ltd. confirming such costs, charges and losses to the Client in writing.
5.4. The Client shall indemnify Angel Uplifting Marketing Ltd. against all losses, costs or charges it may incur arising as a result of any action, claim or threatened claim (as applicable) that Angel Uplifting Marketing Ltd.’s use of the Client Material by the Contract constitutes an infringement of the intellectual property rights of a third party.
5.5. The Client shall not, without the prior written consent of Angel Uplifting Marketing Ltd., at any time from the date of the Contract to the expiry of 6 (six) months after the last date of supply of the Services, solicit or entice away from Angel Uplifting Marketing Ltd. or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of Angel Uplifting Marketing Ltd. in the provision of the Services.
5.6. [Any consent given by Angel Uplifting Marketing Ltd. by condition 5.5 shall be subject to the Client paying to Angel Uplifting Marketing Ltd. a sum equivalent to 20% (twenty percent) of the then current annual remuneration of Angel Uplifting Marketing Ltd.’s employee, consultant or subcontractor or, if higher, twenty per cent (20%) of the annual remuneration to be paid by the Client to that employee, consultant or subcontractor.
6. Charges And Payment
6.1. In consideration of Angel Uplifting Marketing Ltd.'s provision of the Services, the Client shall pay the charges as set out in the Quotation.
6.2. Unless otherwise agreed in writing by Angel Uplifting Marketing Ltd. and subject to condition 7.2 (where applicable), fifty per cent (50%) of the total price for the Services must be paid to Angel Uplifting Marketing Ltd. before Angel Uplifting Marketing Ltd. commencing the Services and fifty per cent (50%) of the total charges shall be paid by the Client to Angel Uplifting Marketing Ltd. (without deduction or set-off) upon delivery following completion of the Services.
6.3. All invoices are payable within 30 (thirty) days of the date of the invoice (the “Due Date”).
6.4. All charges quoted to the Client shall be exclusive of VAT, which Angel Uplifting Marketing Ltd. shall add to its invoices at the appropriate rate;
6.5. Unless otherwise stated in writing, any price and daily rate contained in the Quotation exclude
6.5.1. the cost of hotel, subsistence, travelling, and any other ancillary expenses reasonably incurred in connection with the Services, and the cost of any materials or disbursements. Such expenses, materials or disbursements shall be invoiced to the Client at cost and
6.5.2. VAT, which Angel Uplifting Marketing Ltd. shall add to its invoices at the appropriate rate.
6.6. All additional work requested by the Client, which is requested following the commencement of the Services and which is outside the scope of the Quotation (including any services necessarily procured to carry out the Services) shall be regarded as additional to the cost given in the Quotation and will be invoiced separately at the rates contained in the then current Angel Uplifting Marketing Ltd. rate card.
6.7. All charges listed in Quotations are estimates and are subject to final confirmation of technical specifications.
6.8. The Client shall be entitled to request up to two (2) amendments to the design work/artwork supplied for approval. Any amendments requested by the Client in addition to the two (2) permitted amendments will be deemed to be additional work and will be charged at Angel Uplifting Marketing Ltd.’s standard hourly fee rates.
6.9. If the Client believes that the design work does not conform to the description, it shall notify Angel Uplifting Marketing Ltd. within three (3) days of receiving it. If no notification is received, then the design work shall be deemed accepted and to conform to the description of the Services in every respect. For this condition, 6.9 Angel Uplifting Marketing Ltd.’s liability for defects in the Deliverables shall be limited to replacing the Deliverables at no additional cost to the Client. Provided that such defect is notified to Angel Uplifting Marketing Ltd. by this condition 6.90 and the Deliverables have been returned to Angel Uplifting Marketing Ltd. for inspection.
6.10. Once the Client has approved the Deliverables, all further design work requested by the Client will be charged in accordance with Angel Uplifting Marketing Ltd. 's current rate card.
6.11. The parties agree that Angel Uplifting Marketing Ltd. may review and increase its standard hourly fee rates at any time, provided such charges cannot be increased more than once in any 12 (twelve) month period. Angel Uplifting Marketing Ltd. will provide the Client with written notice of any such increase one (1) month before the proposed increase date. If such an increase is not acceptable to the Client, it may, within two (2) weeks of such notice being received or deemed to have been received by this condition 6.11, terminate the Contract by giving three (3) months' written notice to Angel Uplifting Marketing Ltd.
6.12. Without prejudice to any other right or remedy that it may have, if the Client fails to pay Angel Uplifting Marketing Ltd. on the Due Date, Angel Uplifting Marketing Ltd. may:
6.12.1. charge interest on such sum under the Late Payment of Commercial Debts (Interest) Act 1998 from the Due Date, accruing daily and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand; and
6.12.2. suspend all Services until payment has been made in full.
6.13. Time for payment shall be of the essence of the Contract.
6.14. All sums payable to Angel Uplifting Marketing Ltd. under the Contract shall become due immediately upon termination. This condition 6.14 is without prejudice to any right to claim for interest.
6.15. Angel Uplifting Marketing Ltd. may, without prejudice to any other rights it may have, set off any liability of the Client to Angel Uplifting Marketing Ltd. against any liability of Angel Uplifting Marketing Ltd. to the Client.
7. Website Design and Development
7.1. Where requested by the Client, Angel Uplifting Marketing Ltd. will design and build or develop the Client’s website based on the brief agreed between the Client and Angel Uplifting Marketing Ltd.
7.2. Payment for the Services shall be made by condition 6 above. The balance of Angel Uplifting Marketing Ltd.’s charges must be paid before the website going live. If any charges are not paid on or before the date for payment, Angel Uplifting Marketing Ltd. may suspend the provision of the Services and Angel Uplifting Marketing Ltd. will not upload the website to the Client’s server or supply the website files to the Client for use on any third party hosting server.
7.3. Once Angel Uplifting Marketing Ltd. has been paid in full for its website design and development services, Angel Uplifting Marketing Ltd. will provide a version of the Client’s website to the Client for the Client’s review and approval. If the Client believes that the website design and/or development does not conform to the brief, then it shall notify Angel Uplifting Marketing Ltd. within 3 (three) days of receiving the version of the website. If no notification is received within 3 (three) days of receiving the final version of the website, then the website shall be deemed accepted and conform to the description of the Services in every respect. Once approval has been given by any means, including email or verbal, Angel Uplifting Marketing Ltd. will release the website to the Client. On approval, Angel Uplifting Marketing Ltd. will have no liability for any errors or downtime due to changes made to the website by the Client or any third parties.
7.4. Angel Uplifting Marketing Ltd. reserves the right to refuse to handle any material that it considers offensive, illegal, or controversial.
7.5. Unless agreed otherwise, the Client agrees that Angel Uplifting Marketing Ltd. shall be free to use any ideas, concepts, know-how or techniques used in the construction of the Client’s website for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products and any other items incorporating such information.
8. Website Hosting And Maintenance Services
8.1. Where requested by the Client, Angel Uplifting Marketing Ltd. will procure website hosting and maintenance services. Angel Uplifting Marketing Ltd. will use reasonable endeavours to provide a reliable and professional service.
8.2. Payment for hosting and maintenance must be paid in advance unless agreed otherwise, in which case, the Client must set up a standing order or direct debit to pay Angel Uplifting Marketing Ltd. charges on a monthly basis. Angel Uplifting Marketing Ltd. reserves the right to deactivate the Client’s website if the hosting and/or maintenance fees are not paid on time. Angel Uplifting Marketing Ltd. may charge an administration fee, currently £87 (eighty-seven pounds), for reactivating the Client’s website.
8.3. Angel Uplifting Marketing Ltd. cannot guarantee that website hosting will always be available to the Client, especially in the event of a failure beyond its control.
8.4. Website hosting may have to be suspended for short periods of time for maintenance services. Angel Uplifting Marketing Ltd. will endeavour to notify the Client of any such periods in advance.
8.5. Angel Uplifting Marketing Ltd. engages a third party for website hosting and maintenance, and it will have no liability in respect of these services. The Client should make any issue or claim in relation to hosting to the hosting company, details of which shall be provided to the Client by Angel Uplifting Marketing Ltd.
9. Digital Marketing, Search Engine Optimisation (SEO) and Pay Per Click (PPC) Services
9.1. Angel Uplifting Marketing Ltd. will provide the Digital Marketing Services detailed in the Quotation. Such services shall include only initial SEO and PPC set-up and no ongoing SEO or PPC services shall be provided.
9.2. Angel Uplifting Marketing Ltd. will use reasonable endeavours to improve the position of the Client’s search engine results, but it does not guarantee any specific placement or higher placement.
9.3. Angel Uplifting Marketing Ltd. will have no liability for any changes in the position of the Client’s website on search engine results, and the Client acknowledges that Angel Uplifting Marketing Ltd. has no control over the policies of search engines concerning the type of website and/or content that they accept or how websites are ranked either now or in the future.
9.4. Where Angel Uplifting Marketing Ltd. recommends that the Client takes specific technical actions to allow Angel Uplifting Marketing Ltd. to provide the services detailed in this condition 9 then the Client agrees to implement such recommendations. Where the Client fails to do so it acknowledges that Angel Uplifting Marketing Ltd. will not be liable for failing to perform such services.
10. Intellectual Property Rights
10.1. Save where agreed otherwise in writing (for example, where Angel Uplifting Marketing Ltd. agree to licence the design and code of a website to the Client for an annual fee), all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials (excluding any Client Material) shall be owned by Angel Uplifting Marketing Ltd.
10.2. Subject to condition 10.4, Angel Uplifting Marketing Ltd. licenses all such rights referred to in condition 10.1 to the Client free of charge and on a nonexclusive, worldwide basis to such extent as is necessary to enable the Client to make use of the website, the Deliverables and the Services. This licence is terminated immediately as soon as any invoice becomes overdue. If the Client wishes to use the Deliverables and/or any of the Intellectual Property Rights for purposes outside of the scope of the Contract [as set out in the Quotation] before any such use, the Client shall obtain the prior written agreement of Angel Uplifting Marketing Ltd. on commercial terms to be agreed.
10.3. The Client grants Angel Uplifting Marketing Ltd. a licence to the Client Material to provide the Services.
10.4. The Client acknowledges that where Angel Uplifting Marketing Ltd. does not own the Pre-existing Materials, the Client’s use of rights in Pre-existing Materials is conditional on Angel Uplifting Marketing Ltd. obtaining a written licence from the relevant licensor.
11. Limitation Of Liability
11.1. This condition 11 sets out the entire financial liability of Angel Uplifting Marketing Ltd. (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of any breach of the Contract;
11.1.1. any use made by the Client of the Services, the Deliverables or any part of them; and 11.1.2. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
11.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.3. Nothing in these Conditions limits or excludes the liability of Angel Uplifting Marketing Ltd.:
11.3.1. for death or personal injury resulting from negligence or
11.3.2. for any damage or liability incurred by the Client due to fraud or fraudulent misrepresentation by Angel Uplifting Marketing Ltd.
11.4.1 Subject to condition 11.2 and condition 11.3, Angel Uplifting Marketing Ltd. shall not be liable for loss of business, or loss of goods, loss of contract, or loss of use, for example, including but not limited to the Client’s website being unavailable; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
11.4.2 Angel Uplifting Marketing Ltd.’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to an amount equal to the charges paid for the Services in the twelve monthsimmediately preceding the event, which gave rise to the claim.
12. Data Protection
12.1. The Client agrees to comply with its obligations as a data controller under the provisions of the Data Protection Act 1998 and acknowledges and agrees that Angel Uplifting Marketing Ltd. will be a data processor for the purposes of the Data Protection Act 1998.
13. Termination
13.1. Either party may terminate the Contract without liability to the other on giving the other not less than 4 weeks written notice to the other party:
13.2. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract immediately upon written notice if:
13.2.1. the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 (fourteen) days of that party being notified in writing of the breach, or
13.2.2. the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract or
13.2.3. the other party suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of theInsolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
13.2.4. the other party commences negotiations with all or any class of its creditors to reschedule any of its debts or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
13.2.5. a petition is filed, a notice is given, a resolution is passed, or an order is made for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
13.2.6. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
13.2.7. a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver or
13.2.8. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
13.2.9. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
13.2.10.any event occurs, or proceeding is taken, concerning the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 15.3.3 to condition 15.3.9 (inclusive); or
13.2.11.the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
13.3. Angel Uplifting Marketing Ltd. may terminate the Contract on one month’s written notice if there is a change of “control” of the Client (as defined in section 574 of theCapital Allowances Act 2001).
13.4. On termination of the Contract for any reason
13.4.1. the Client shall immediately pay to Angel Uplifting Marketing Ltd. all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Angel Uplifting Marketing Ltd. may submit an invoice, which shall be payable immediately on receipt
13.4.2. the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected
13.5. On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect: condition 10; condition 11; condition 12; condition 13; and condition 15.12.
14. Confidentiality And Angel Uplifting Marketing Ltd.’s Property
14.1. The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are confidential and have been disclosed to the Client by Angel Uplifting Marketing Ltd., its employees, agents, consultants or subcontractors and any other confidential information concerning Angel Uplifting Marketing Ltd.’s business or its products which the Client may obtain.
14.2. The Client may disclose such information:
14.2.1. to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information to carry out the Client’s obligations under the Contract; and
14.2.2. as may be required by law, court order or any governmental or regulatory authority.
14.3. The Client shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this condition
14.4. The Client shall not use any such information for any purpose other than to perform its obligations under the Contract.
14.5. All materials, equipment and tools, drawings, specifications and data supplied by Angel Uplifting Marketing Ltd. to the Client (including Pre-existing Materials and Angel Uplifting Marketing Ltd.’s Equipment) shall, at all times remain the exclusive property of Angel Uplifting Marketing Ltd., but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to Angel Uplifting Marketing Ltd., and shall not be disposed of or used other than by Angel Uplifting Marketing Ltd.’s written instructions or authorisation.
15. General
15.1. Angel Uplifting Marketing Ltd. shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lockouts or other industrial disputes (whether involving the workforce of Angel Uplifting Marketing Ltd. or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
15.2. No variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each party.
15.3. 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 preclude or restrict its further exercise.
15.4. If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected. If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15.5. The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
15.6. Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
15.7. The Client shall not assign any of its rights or obligations under the Contract without the prior written consent of Angel Uplifting Marketing Ltd. Angel Uplifting Marketing Ltd. may at any time assign 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 or agent.
15.8. Nothing in the Contract is intended to or shall be deemed to, constitute a partnership or joint venture between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have the authority to act as an agent for or to bind the other party in any way.
15.9. A person not a party to the Contract shall not have any rights under or in connection with it either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
15.10. Any notice required to be given under the Contract shall be in writing and shall be delivered personally or sent by prepaid first-class post, recorded delivery or by commercial courier to the other party or as otherwise specified by the relevant party by notice in writing to the other party.
15.11. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed by the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract.