ADR Schedule 1

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RTITB Dangerous Goods Driver Training Consortium Membership Agreement.


(1) RTITB:

Capitb Ltd t/a RTITB

Access House,

Halesfield 17,

Telford TF7 4PW

Company number 2476398

(2) Consortium Member:

The Organisation whose details are set out in the Membership Application Form


A) RTITB has, following extensive consultation with its customers undertaken to form a dangerous goods driver training consortium (the “Consortium”).

(B) RTITB has been granted approval by the Scottish Qualifications Authority (SQA).

(C) The Consortium’s objective is to provide high quality dangerous goods driver training (DGDT) as required by Directive 94/55/EC, in a manner in which is cost effective, consistent, reliable and robust and which is delivered using uniform training materials

(D) RTITB has, and will continue, to develop training materials

(E) The Consortium Member wishes to become a member of the RTITB Dangerous Goods Driver Training Consortium and hereby agrees to the terms and conditions as set out below.

Agreed Terms


1.1 The definition and rules of interpretation in this clause apply to this agreement;

Agreement: means this document together with the Membership Application Form and Membership Criteria.

Annual Consortium Membership Fee: means the annual fee payable by the Consortium Member to RTITB in accordance with clause 6, as set out in the Membership Application Form.

Approved Training Centre Status: means training organisations approved to deliver DGDT by SQA.

Approved Training Course:means a training course approved by SQA.

Course Materials: means all materials provided by RTITB to the Consortium Member to enable the Consortium Member to exercise its rights under this agreement, including but not limited to all materials relating to the RTITB DGDT courses.

Data Protection Laws: means all applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679) (“GDPR”), the Data Protection Act 2018 and any applicable laws, regulations and secondary legislation relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time.

Fees: means the Annual Consortium Membership Fee, Audit Fees, and such other agreed sums payable from time to time by the Consortium Member to RTITB.

Intellectual Property: means all intellectual property rights including, but not limited to, patents, trade secrets, trademarks, service marks, copyrights and other rights in works of authorship (including rights in computer software), moral and artists’ rights, design rights, trade or business names, domain names, know-how and database rights and whether any of the foregoing are registered or unregistered and all rights or forms of protection of a similar nature in any country of RTITB.

SQA: means the Scottish Qualifications Authority.

DfT: means the Department for Transport.

Membership Application Form: means the form to be completed which sets out the courses chosen, fees and other information.

Membership Year: means the period of 12 months commencing on the date membership is added to the RTITB system.

Other Consortium Member: means a member of the Consortium other than the Consortium Member.

Party: means either party to this agreement.

Personal Data: has the meaning given in the Data Protection Laws.

RTITB DGDT: means training courses, including Course Materials, which are developed by RTITB, approved by SQA, and which the Consortium Member is authorised to deliver under clause 3.1 in accordance with the terms of this agreement.

Term: means the term of this agreement as defined in clause 2.

1.2 Words in the singular include the plural and in the plural include the singular and reference to any gender includes the other genders.


2.1 This agreement shall commence on the date that this agreement is signed by both parties and, subject to either party’s right to terminate pursuant to clause 8, shall continue for an initial period of 12 months from the date of signature (“Initial Period”) and shall continue in force thereafter (automatically renewing at the start of each Membership Year).


3.1 RTITB appoints the Consortium Member as a non-exclusive provider of the RTITB DGDT courses to organisations within the United Kingdom on the terms of this agreement.

3.2 The grant of rights set out in clause 3.1 above, and membership to the Consortium, is personal to the Consortium Member and is conditional upon the Consortium Member demonstrating that they meet and will in the future continue to meet both RTITB’s and SQA’s reasonable requirements from time to time and in particular that they comply with the obligations set out in clause 5.


4.1 In consideration of the payment of the Fees by the Consortium Member to RTITB, RTITB agrees with the Consortium Member as follows:

4.1.1 To use its best endeavours to maintain (at its cost) Approved Consortium Status with the SQA during the Term, provided that in the event that RTITB loses its status as an approved training centre, the terms of clause 8.2.5 shall apply;

4.1.2 To maintain (at its cost) RTITB DGDT as Approved Training Course(s) with SQA for the Term;

4.1.3 To require that the Consortium Members at all times meet the requirements of the SQA, DfT and RTITB.

4.1.4 To monitor the training provided by the consortium member by means of gathering initial membership information and thereafter by inspection and visits as required to ensure quality standards are maintained;

4.2 RTITB warrants it is the owner of all rights in RTITB DGDT.

4.3 RTITB reserves the right at all times to audit Consortium Member’s performance of and compliance with this Agreement, by visiting Consortium Member’s premises (including but not limited to visiting to audit records or to perform mystery shopper checks), by telephoning drivers trained by the Consortium Member, or otherwise, and Consortium Member consents to this and will obtain consent from the drivers trained by Consortium Member for this purpose.


5.1 In consideration of the rights provided under clause 3 in this agreement the Consortium Member undertakes as follows:

5.1.1 to ensure that DGDT is delivered in accordance with the requirements of the SQA (as detailed in SQA’s current Manual of Practice), DfT and RTITB (as detailed in this document and RTITB’s current DGDT Membership Criteria)

5.1.2 to provide suitable (as determined by RTITB and/or SQA) premises for the delivery of training, secure storage of examination papers and training records, evidence of premises used and quality assurance records (for a period of at least six years) and suitable administration including invigilation and the appointment of a competent examinations secretary;

5.1.3 to provide sufficient resources for training, teaching aids, materials and equipment;

5.1.4 to maintain policies for quality assurance, equal opportunities, Health and Safety, and internal data protection policy which are appropriate for RTITB and/or SQA from time to time;

5.1.6 to maintain suitable administration staff who are accountable for completing procedures for DGDT, procedures and IT systems;

5.1.7 to provide appropriate procedures for dealing with complaints, appeals and refunds;

5.1.8 to engage appropriately qualified and experienced trainers registered with RTITB for the provision of training and maintain up to date records of instructors ensuring that training is only provided by instructors approved by RTITB and SQA and have appropriate knowledge of the subject;

5.1.9 to maintain appropriate insurance as reasonably required from time to time by RTITB and SQA;

5.1.10 to allow RTITB and/or SQA or his/her representative the right to visit at any reasonable time without prior notice. As part of any quality visit the representative shall be entitled to participate in any RTITB DGDT course which the Consortium Member is permitted to deliver under the terms of this agreement;

5.1.11 to take any necessary actions as reasonably notified by RTITB and/or SQA following a monitoring visit within the time scales indicated on any resultant action plan;

5.1.12 to abide by the sanctions reasonably imposed by RTITB and/or SQA should a significant quality issue be identified, sanctions may include suspension of training, suspension of Consortium membership or removal of Consortium membership and the forfeiture of fees;

5.1.13 to use the RTITB DGDT only as provided in this Agreement and to accurately record driver training via SQA (without falsification), to have computer systems capable of recording training and transmitting such details of driver training as may reasonably be required by SQA

5.1.14 to return all Course Materials to RTITB in the event of cessation or removal of Consortium membership and/or termination of this agreement;

5.1.15 to commit to ongoing review and improvement as required from time to time and to ensure that all trainer information is accurately maintained and kept up to date at all times and that any changes are promptly notified to RTITB and SQA;

5.1.16 To co-operate fully with RTITB including RTITB’s right to audit Consortium Member’s compliance with this Agreement under clause 4.3 and to provide such information and assistance as may be required by RTITB to comply with a request or audit by SQA including (without limitation) evidence of identity pursuant to 5.1.17 below;

5.1.17 To carry out and record identity and eligibility checks in respect of each participant on a course, prior to commencement of the course, (the legal basis under the Data Protection Laws for this, is that this is necessary for the performance of a contract), each course participant must be made aware that their Personal Data will be held and passed on to RTITB, SQA and such other third parties as may be necessary in order for the participant to participate in the course, to receive confirmation of that participant’s completion of the course, and to retain the participant’s details after the participant completes the course for the purpose of future monitoring and/or training;

5.1.18 To provide SQA which such information as SQA reasonably requires to enable SQA to issue participants that attended a given course with their ADR Driver Training Certificate;

5.1.19 To ensure that course participants complete driver feedback at the end of the course,

5.1.20 To retain for a minimum of 5 years all SQA Candidate Registration Forms, Answer sheets for the written practical exercises and Invigilator report forms either in hard copy or electronic format, and to provide such records to RTITB and/or to SQA/DfT on request.

5.2 The Consortium Member shall not be entitled to exploit or enter into any commercial or other agreement to exploit any of the commercial rights other than contained within this agreement without the express written agreement of RTITB.

5.3 The Consortium Member shall not:

5.3.1 represent itself as an agent of RTITB for any purpose;

5.3.2 pledge RTITB’s credit;

5.3.3 give any condition, warranty or representation on RTITB’s behalf;

5.3.4 commit RTITB to any contracts; or

5.3.5 use the Course Materials or any Intellectual Property of RTITB for any purpose other than as expressly agreed with RTITB.

5.4 The Consortium Member shall not sub-license the rights granted to it under this Agreement to any third party. Nor shall it permit those who take up RTITB DGDT courses to use the Course Materials to train third parties.

5.5 The Consortium Member shall not, without RTITB’s prior written consent, make any promises or guarantees about the RTITB DGDT courses beyond those contained in the material supplied to the Consortium Member by RTITB.

5.6 In exercising its rights under clause 3.1 above, the Consortium Member shall:

5.6.1 Exercise its obligations with best care, skill and diligence in accordance with best practice in the Consortium Member’s industry, profession or trade;

5.6.2 Obtain and at all times maintain all necessary licences and consents and have the SQA Manual of Practice, and comply with all applicable laws and regulations

5.6.3 Observe all health and safety rules and regulations and any other health and safety requirements that may apply in respect of its exercise of the rights granted in clause 3.1;

5.6.4 Not do or omit to do anything which may cause RTITB to lose any licence, authority, approval, consent or permission on which it relies for the purposes of conducting its business (including but not limited to its SQA approved consortium Status) or which might otherwise harm the reputation of RTITB, or of Other Consortium Members.

5.6.5 Ensure that the provisions of this Agreement are complied with at all of its Training Centres and shall ensure that it has adequate procedures to monitor and securely manage user names and passwords of its employees or others with access to its systems.

5.7 The Consortium Member acknowledges that any breach of the above provisions can lead to the suspension or removal of the Consortium Member and could lead to the withdrawal of approval for the Consortium (and Other Consortium Members).


6.1 The Consortium Member hereby undertakes to pay to RTITB the Fees as set out in the Membership Application Form in accordance with RTITB published payment terms from time to time. These shall include the following:-

6.1.1 The Annual Consortium Membership Fee;

6.1.2 Follow up visit fees (if required); and

6.1.4 Any other fees which the parties may from time to time agree in writing.

6.2 All Fees shall be exclusive of VAT, which RTITB shall add to its invoices at the appropriate rate.

6.3 Subject to clause 6.4 below, the parties agree that RTITB may review and increase its Fees from time to time. RTITB shall give the Consortium Member written notice of any such increase 2 months before they begin. If such increase is not acceptable to the Consortium Member, it may, prior to the end of the then current Membership Year, terminate this Agreement with effect from the end of that Membership Year by giving notice to RTITB in writing.

6.4 Unless otherwise agreed between the parties in writing, the Consortium Member shall pay each invoice submitted to it by RTITB, in full and in cleared funds, within 30 days of receipt to a bank account nominated in writing by RTITB.

6.5 Without prejudice to any other right or remedy that it may have, if the Consortium Member fails to pay RTITB on the due date, RTITB may:

6.5.1 charge interest on such sum from the due date for payment at the annual rate of 8% above the official bank rate of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement and the Consortium Member shall pay the interest immediately on demand; and

6.5.2 suspend the Consortium Member’s membership until payment has been made in full.

6.6 All sums payable to RTITB under this agreement shall become due immediately on its termination, despite any other provision. This clause 6.6 is without prejudice to any right to claim for interest under the law, or any such right under this agreement.


7.1 Neither Party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations hereunder to the extent that such delay or non-performance is due to any circumstances beyond the reasonable control of that Party (“Event of Force Majeure”) of which it has notified the other Party in writing and the time for performance of that obligation shall be extended accordingly.

7.2 If an Event of Force Majeure continues for more than sixty (60) days in a manner which prohibits performance by a Party of its obligations under this Agreement, the other Party may terminate the Agreement immediately by written notice to the Party affected by the Event of Force Majeure, and, in such event, neither Party shall have any further obligations under this Agreement.


8.1 Either Party may terminate this Agreement at any time on not less than 3 (three) months’ notice.

8.2 RTITB may terminate this Agreement forthwith in the event of the following:

8.2.1 Non-payment of Fees;

8.2.2 Any breach of the terms of this Agreement by the Consortium Member;

8.2.3 The Consortium Member becomes, or is reasonably likely to become, insolvent or bankrupt;

8.2.4 The Consortium Member’s business ceasing to trade or appearing likely to cease to trade;

8.2.5 RTITB loses its Approved Training Centre Status.

8.3 The Consortium Member agrees and acknowledges that in the event of termination (for whatever reason) of this Agreement no Fees will be refunded.


9.1 The Consortium Member 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 Consortium Member by RTITB, its employees, agents, consultants or subcontractors and any other confidential information concerning RTITB’s business or its products which the Consortium Member may obtain.

9.2 The Consortium Member may disclose such information as may be required by law, court order or any governmental or regulatory authority.

9.3 The Consortium Member shall not use any such information for any purpose other than to enable it to perform the rights granted to it under clause 3 of this agreement.

9.4 The Consortium Member acknowledges and agrees that all Intellectual Property in the RTITB DGDT courses, and Course Materials, is owned (as between the Consortium Member and RTITB) by RTITB. The Consortium Member shall only use such Intellectual Property to the extent necessary to enable it to exercise the rights granted to it under clause 3.1 above.


10.1 The Consortium Member shall keep RTITB indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by RTITB as a result of or in connection with:

10.1.1 any claim made against, or loss suffered by RTITB arising out of, or in connection with, a breach of this agreement or the negligent exercise by the Consortium Member (including its employees, agents or subcontractors) of its rights under this agreement; and

10.1.2 RTITB losing its Approved Training Centre Status as a result of the breach of this agreement or the negligent exercise by the Consortium Member (including its employees, agents or subcontractors) of its rights under this agreement.


11.1 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

11.2 Nothing in this agreement limits or excludes the liability of either Party:

11.2.1 for death or personal injury resulting from negligence; or

11.2.2 for fraud or fraudulent misrepresentation; or

11.2.3 for any liability incurred as a result of any breach of the clause as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.

11.3 Subject to clause 11.2:

11.3.1 RTITB shall not under any circumstances whatever be liable for: loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

11.3.2 In each Membership Year or part of a Membership Year, RTITB’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 this agreement shall in all circumstances be limited to the Membership Fee received by RTITB in respect of that Membership Year.


12.1 The Consortium Member shall:

12.1.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

12.1.2 have and shall maintain in place throughout the term of this agreement its own policies and procedures to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;

12.1.3 promptly report to RTITB any request or demand for any undue financial or other advantage of any kind received by the Consortium Member in connection with the performance of this agreement; and

12.1.4 immediately notify RTITB (in writing) if a foreign public official becomes an officer or employee of the Consortium Member or acquires a direct or indirect interest in the Consortium Member (and the Consortium Member warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this agreement).

12.2 The Consortium Member shall ensure that all of its suppliers, agents and subcontractors who perform services or provide goods in connection with this agreement do so only on the basis of a written contract which imposes on and secures from such persons terms equivalent to those imposed on the Consortium Member in this clause 12 (Relevant Terms). The Consortium Member shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to RTITB for any breach by such persons of any of the Relevant Terms.


13.1 For the purposes of this clause 13 (Data Protection), the following shall have the meaning given to them in the Data Protection Laws: Personal Data; Data Controller (or Controller as applicable); Data Processor (and Processor as applicable); Processing (and Process, Processed shall be construed accordingly); Data Subject; and Data Breach.

13.2 Otherwise than as set out in Clause 13.3, the Parties agree that they are each separately a Data Controller in relation to the Personal Data they each Process pursuant to this Contract. At no time shall the Parties be joint Data Controllers of the Personal Data Processed pursuant to this Contract. Where each Party is acting as a Data Controller, the following shall apply:

13.2.1 Each Party shall comply with their obligations under the Data Protection Laws.

13.2.2 Each Party agrees that they shall not act in a manner which would cause the other Party to be in breach of its obligations under the Data Protection Laws.

13.2.3 The Party who deals directly with the Data Subject, or the provider of the Personal Data if it is not collected directly from the Data Subject, shall be responsible for obtaining any required consents for Processing and for providing the Data Subject with a fair processing notice which covers the information required by Article 13 of the GDPR including the transfer of data between Parties and the purposes for which the Personal Data will be Processed.

13.2.4 If the Consortium Member determines that it is to make a report to the Information Commissioner’s Office (“ICO”) in relation to a Data Breach, the Consortium Member shall report this to the RTITB, such report to include all known details of the Data Breach which the Consortium Member is permitted to disclose to RTITB without breaching obligations under the Data Protection Laws or any other applicable legal obligation.

13.2.5 If the Consortium Member receives any Data Subject rights requests, including subject access requests, it shall notify RTITB of the request and provide RTITB with any information reasonably requested which the Consortium Member is permitted to disclose to RTITB without breaching obligations under the Data Protection Laws or any other applicable legal obligation.

13.2.6 The Parties shall provide each other with any cooperation or information reasonably required in relation to investigating or complying with requirements relating to a Data Breach, a Data Subject rights request or an investigation by the ICO or another supervisory authority.

13.3 To the extent that RTITB act as a Data Processor on behalf of the Consortium Member, the following shall apply:

13.3.1 The Parties shall each comply with their respective obligations under the applicable Data Protection Laws.

13.3.2 In respect of any Personal Data to be processed by a party acting as Data Processor pursuant to this Agreement for which the other party is Data Controller, the Data Processor shall: provide appropriate technical and organisational measures in such a manner as is designed to ensure the protection of the rights of the Data Subject and to ensure a level of security appropriate to the risk; not engage any sub-processor without the prior specific or general written authorisation of the Data Controller (and in the case of general written authorisation; the Data Processor shall inform the Data Controller of any intended changes concerning the addition or replacement of other processors, thereby giving the Data Controller the opportunity to object to such changes); process that personal data only to perform its obligations under this Agreement or other documented instructions and for no other purpose save to the limited extent required by law; on termination of this Agreement, at the Data Controller’s option either return or destroy the personal data (including all copies of it) immediately; ensure that all persons authorised to access the personal data are subject to obligations of confidentiality; make available to the Data Controller, at the Data Controller’s cost all information necessary to demonstrate compliance with the obligations laid out in Article 28 of GDPR and this Schedule and allow for and contribute to audits, including inspections, conducted by the Data Controller or another auditor mandated by the Data Controller; provided that, in respect of this provision the Data Processor shall immediately inform the Data Controller if, in its opinion, an instruction infringes Data Protection Laws; taking into account the nature of the processing, at the Data Controller’s cost, provide assistance to the Data Controller, in connection with the fulfilment of the Data Controller’s obligation to respond to requests for the exercise of Data Subjects’ rights pursuant to Chapter III of the GDPR to the extent applicable; at the Data Controller’s cost, provide the Data Controller with assistance in ensuring compliance with articles 32 to 36 (inclusive) of the GDPR (concerning security of processing, data breach notification, communication of a personal data breach to the Data Subject, data protection impact assessments, and prior consultation with supervisory authorities) to the extent applicable to the Data Controller, taking into account the nature of the processing and the information available to the Data Processor; notify the Data Controller without undue delay on becoming aware of a security breach in respect of Personal Data that it processes on behalf of the Data Controller in writing if the Data Processor becomes aware of a Data Breach; maintain a record of its processing activities in accordance with Article 30(1) of the GDPR; allow the Data Controller (or its appointed third party auditor) to conduct an audit of compliance of this Schedule by the Data Processor pursuant to this Agreement no more frequently than once per year during the term and on at least 30 days’ notice to the Data Processor in advance (provided that the Data Processor shall be entitled to require that any third party auditor appointed to conduct such an audit enters into a confidentiality agreement with the Data Processor prior to such audit being conducted.

13.3.3 In respect of any Personal Data to be processed by a party acting as Data Processor pursuant to this Agreement for which the other party is Data Controller, the Data Processor shall not transfer the Personal Data outside the European Economic Area or to an international organisation without ensuring appropriate levels of protection, including any appropriate safeguards if required, are in place for the Personal Data in accordance with the Data Protection Laws.

13.3.4 In relation to the authorization required by clause above, the Data Controller hereby grants to the Data Processor general authorisation for sub-processor appointment.

13.3.5 The Processing shall be carried out for the Term or as otherwise instructed by the Data Controller.


14.1 No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.


15.1 A waiver of any right or remedy under this agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.

15.2 No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of any such right or remedy.


16.1 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.


17.1 If any provision of this agreement (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 agreement, and the validity and enforceability of the other provisions of the agreement shall not be affected.

17.2 If a provision of this agreement (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.


18.1 This agreement and any documents referred to in it constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement.

18.2 Each Party acknowledges that, in entering into this agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each Party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.

18.3 Nothing in this clause shall limit or exclude any liability for fraud.


19.1 The Consortium Member shall not, without the prior written consent of RTITB, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under this agreement.

19.2 RTITB may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under this agreement.

19.3 Each Party that has rights under this agreement is acting on its own behalf and not for the benefit of another person.


20.1 A person who is not a party to this agreement shall not have any rights under or in connection with it.


21.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.

21.2 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).