Distribution Terms

Version Date 1st August 2026

BACKGROUND

The Supplier wishes to appoint the Distributor as its distributor for the promotion and sale of the Products within the Territory (both as defined below), and the Distributor wishes to promote and sell the Products within the Territory, in each case on the terms of the Order Form and these Distribution Terms (the “Terms”).

AGREED TERMS

1. Interpretation

The following definitions and rules of interpretation apply in this agreement and the Background:

1.1Definitions:

1.2Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms.

1.3A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4The Schedules form part of these Terms and shall have effect as if set out in these Terms. Any reference to these Terms includes the Schedules.

1.5A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8These Terms shall be binding on, and enure to the benefit of, these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.9A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.10A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provisions.

1.11A reference to writing or written includes email.

1.12Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.13References to clauses and Schedules are to the clauses and Schedules of these Terms and references to paragraphs are to paragraphs of the relevant Schedule.

1.14Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2. Commencement and duration

These Terms shall commence on the date on which the Order Form is signed or accepted by both parties (Commencement Date) and shall continue, unless terminated in accordance with clause 17, for an initial term of 1 Year (Initial Term) and indefinitely after that until terminated by either party giving at least 6 months' prior written notice to expire on or after the expiry date of the Initial Term.

3. Appointment

3.1The Supplier appoints the Distributor as its distributor to market, purchase, distribute and resell the Products to the wholesale market in the Territory on the terms of these Terms, and the Distributor accepts the appointment on those terms.

3.2Subject to the express terms of the Order form, the Supplier shall be free to:

1. appoint any other distributor, reseller or agent for the Products in the Territory; and
2. supply any Products directly in the Territory whether for use or resale.

3.3The Distributor shall buy the Products for its own account for resale under these Terms.

3.4The Distributor shall refrain from, and shall procure that its customers shall refrain from making active sales of the Products to customers in the Reserved Territories AND/OR to Reserved Customers. For these purposes, active sales shall be understood to include the following actions:

1. actively targeting customers in the Reserved Territories AND/OR Reserved Customers by calls, emails, letters, visits or other direct means of communication;
2. targeted advertising and promotion, by means of print or digital media, offline or online, including online media, digital comparison tools or advertising on search engines targeting customers in Reserved Territories AND/OR Reserved Customers;
3. advertisement or promotion that is only attractive for the Distributor if it (in addition to reaching other customers) reaches customers in Reserved Territories AND/OR Reserved Customers;
4. offering on a website language options different from the ones commonly used in the Territory; or
5. using a domain name corresponding to a geographical area other than the Territory.

3.5The Distributor shall not:

1. represent itself as an agent of the Supplier for any purpose;
2. appoint, engage, or authorize any sub-distributor, agent, or other third party to sell the Products within the Territory without the Supplier's prior written consent, which shall not be unreasonably withheld.
3. pledge the Supplier's credit;
4. give any condition or warranty on the Supplier's behalf;
5. make any representation on the Supplier's behalf;
6. commit the Supplier to any contracts; or
7. otherwise incur any liability for or on behalf of the Supplier.

3.6The Distributor shall not, without the Supplier's prior written consent, make any promises or guarantees about the Products beyond those contained in the promotional material supplied by the Supplier.

4. Distributor's undertakings

4.1The Distributor undertakes and agrees with the Supplier that at all times during the Term it shall:

1. use reasonable endeavours to promote and sell the Products in the Territory and to expand the sale of the Products by all reasonable and proper means and not to do anything which may hinder or interfere with such sales;
2. strictly comply with the Supplier's branding, marketing, and trademark usage guidelines (as may be notified to the Distributor from time to time) in all its activities relating to the Products.
3. submit written reports at regular intervals to the Supplier, showing details of stock levels and movements, sales, spare parts, outstanding customer orders and orders placed by the Distributor with the Supplier that are still outstanding, and any other information relating to the performance of its obligations under these Terms that the Supplier may reasonably require from time to time;
4. maintain, on its own account, an inventory of the Products so that it can supply all orders for Products received by it without delay;
5. keep all stocks of the Products that it holds in conditions appropriate for their storage, and provide appropriate security for the Products, all at its own cost;
6. provide to customers an after-sale repair and maintenance service in respect of the Products in accordance with the terms of the service and maintenance manual provided by the Supplier during the Term and for six months after termination, however terminated;
7. inform the Supplier immediately of any change in control of the Distributor, and of any change in its organisation or method of doing business that might be expected to affect the performance of the Distributor's duties in this agreement;
8. use reasonable endeavours to ensure that the Products are imported into the Territory with a minimum of delay and to attend to and complete in a proper and efficient manner all necessary documents and formalities in connection with such import;
9. not, without the Supplier's prior written consent, manufacture, distribute, sell, or promote any products that compete with the Products within the Territory.
10. bear the cost of all returns from customers relating to the Products except in respect of Products which the Supplier is obliged to replace as defective in accordance with its warranty obligations in the Supplier's standard warranty terms;
11. pay or ensure payment on the due date to the Supplier of all sums due to the Supplier for sales of the Products.
12. Check and charge all battery operated equipment every 6 months from delivery to ensure they are adequately charged.

5. Supply of products and Delivery

5.1The Supplier shall use its reasonable endeavours to meet all orders for the Products forwarded to it by the Distributor as soon as practicable, but the Supplier may, at its discretion, refuse any order that it reasonably considers it would be impracticable to attempt to meet. The Distributor acknowledges that the Supplier may supply other distributors or customers in priority to the Distributor.

5.2For production planning purposes, any calendar days falling within Chinese holiday periods do not count toward lead times.

5.3On giving 3 months' notice in writing to the Distributor, the Supplier may amend the available Products as it thinks fit to exclude one or more of the Products from these Terms if the production of such Products is discontinued for any reason.

5.4The Supplier may make changes to the specifications of the Products, provided the changes do not adversely affect the quality of the Products. The Supplier shall give notice of any changes to Product specifications to the Distributor as soon as reasonably practicable.

5.5Unless otherwise agreed in writing, delivery of the Products shall be made Ex Works (the Supplier's premises) in accordance with Incoterms 2020. The Distributor shall be responsible for arranging and paying for all transportation, insurance, and import duties from the point of collection.

5.6Distributors may use their preferred freight forwarder or request a shipping quotation from us.

5.7Any delivery dates quoted by the Supplier are estimates only. The Supplier shall not be liable for any loss or damage whatsoever arising from any delay in delivery, however caused.

5.8The Distributor shall be responsible for obtaining all necessary import licences, permits, and authorisations required for the importation of the Products into the Territory and shall comply with all applicable customs laws and regulations.

6. Supplier's undertakings

6.1The Supplier agrees that at all times during the Term it shall:

1. Provide the Distributor with such information and support as the Supplier, in its sole discretion, considers appropriate to enable the Distributor to discharge its duties under this agreement properly and efficiently.
2. Endeavour to respond as soon as practicable to any reasonable enquiries from the Distributor concerning the Products.
3. Supply any spare parts requested by the Distributor that are required to enable it to fulfil its repair and service obligations under these Terms, subject to availability.

7. Prices and payment

7.1The prices to be paid by the Distributor to the Supplier for the Products are set out in the Order Form or as notified to the Distributor by the Supplier from time to time.

7.2The Supplier shall give the Distributor 14 days' notice in writing of any increase in the prices for the Products.

7.3Any and all expenses, costs and charges incurred by the Distributor in the performance of its obligations under this agreement shall be paid by the Distributor, unless the Supplier has expressly agreed in advance in writing to pay such expenses, costs and charges.

7.4Title to the Products shall not pass to the Distributor until the Supplier has received payment in full for such Products. Until title passes, the Distributor shall hold the Products as the Supplier's fiduciary agent and bailee and shall store them separately from its own goods.

7.5The Supplier may appoint an Authorised Supplier Agent to assist the Supplier with the collection of payments on behalf of the Supplier, and the delivery of Products. Details of any Authorised Supplier Agent will be set out in the Order Form.

7.6Subject to the Terms of the Order Form, the Distributor shall pay invoices:

1. within 10 days of the receipt of the invoices; and
2. in full and in cleared funds to the bank account nominated in writing by the Supplier.

7.7If the Distributor fails to make any payment on the due date, the Supplier shall be entitled to charge interest on the overdue amount at the rate of the HIBOR base rate from time to time plus 8% per annum, accruing on a daily basis from the due date until the date of actual payment.

8. VAT and taxes

8.1The prices are exclusive of amounts in respect of VAT. The Distributor shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier any additional amounts in respect of VAT as are chargeable on a supply of Products.

8.2Where, under these Terms, any party makes a supply to any other party (Recipient) for VAT purposes and VAT is or becomes chargeable on that supply for which the supplying party is required to account to the relevant tax authority, the Recipient shall, subject to the receipt of a valid VAT invoice, pay the supplying party (in addition to, and at the same time as, any other consideration for that supply) the amount of such VAT.

8.3Where any party is required by these Terms to reimburse or indemnify any other party for any cost or expense, that first party shall reimburse or indemnify the other party for the full amount of the cost or expense, including any VAT on that amount, except to the extent that the other party is entitled to credit or repayment for that VAT from any relevant tax authority.

8.4All taxes, charges, levies, assessments and other fees of any kind imposed on the purchase or import of the Products shall be the responsibility of, and for the account of, the Distributor.

9. Advertising and promotion

9.1The Distributor shall:

1. not use any advertising materials or promotional literature to promote the Products without the Supplier's consent;
2. display advertising materials and other signs provided by the Supplier;
3. observe all directions and instructions given to it by the Supplier for promotion and advertisement of the Products; and
4. not make any written statement as to the quality or manufacture of the Products without the prior written approval of the Supplier.

9.2The Supplier shall:

1. approve or reject, in its sole discretion, any promotional information or material or any advertising and promotional programme submitted by the Distributor within 28 days of receipt; and
2. provide the Distributor with information on the advertising and promotion used by the Supplier and at the cost of the Distributor supply such quantities of promotional and advertising material as the Distributor shall reasonably request from time to time.

9.3The Distributor shall ensure that any website that it uses for the sale of the Products complies with the quality standards and criteria that are set out in Schedule 7.

10. Warranties

10.1The Supplier warrants that the Products shall conform to the Specifications and shall be free from defects in materials and workmanship under normal use for the Warranty Period. This warranty is subject to the terms and conditions of the Supplier's standard warranty documentation set out at Limited Warranty For Bicycle Lights.

10.2Except as expressly set out in Clause 10.1 and to the maximum extent permitted by law, the Supplier excludes all warranties, conditions, representations, and other terms, whether express or implied, by statute, common law, custom, usage, course of dealing or otherwise, including any implied warranties as to quality, fitness for purpose, or non-infringement.

10.3The Distributor shall handle all warranty claims and returns from end-customers in the Territory using their own expertise and our guidance. The Supplier shall only reimburse the Distributor for costs incurred in respect of valid claims verified by the Supplier, subject to a cap of the price charged to the Distributor by the Supplier for the item in addition to associated transport costs incurred by the Distributor. For each case, simply gather the necessary context (proof of purchase, product details, and a photo/video of the defect) and resolve the issue for the customer.

10.4At the end of the season, forward these documented cases to [email protected] to claim a credit note for the total.

11. INTELLECTUAL PROPERTY AND TRADEMARKS

11.1Supplier's IP: The Distributor acknowledges and agrees that all Intellectual Property Rights in the Products, the Specifications, and the Supplier's trademarks and branding are and shall remain the sole and exclusive property of the Supplier.

11.2Licence: The Supplier grants the Distributor a non-exclusive, non-transferable, royalty-free licence to use the Supplier's trademarks and logos solely for the purpose of marketing, advertising, and selling the Products in the Territory during the Term.

11.3No Other Rights: Nothing in these Terms shall be construed as granting the Distributor any right, title, or interest in the Supplier's Intellectual Property Rights other than the limited licence set out in Clause 6.2.

11.4No Challenge: The Distributor shall not during the Term or at any time thereafter challenge the validity of the Supplier's Intellectual Property Rights or register any trademarks, trade names, or domain names that are confusingly similar to those of the Supplier.

11.5Upon termination or expiry of these Terms, the Distributor shall immediately stop using all or any part of the Trademarks.

12. Compliance with laws and policies

12.1The Distributor shall at its own expense comply with all laws and regulations relating to its activities under these Terms, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

13. Data protection

13.1The Parties shall comply with the Data Protection Schedule - Schedule 8.

14. Product liability insurance and product recalls

14.1The Distributor shall, at the Supplier's cost, give any assistance that the Supplier shall reasonably require to recall, as a matter of urgency, Products from the retail or wholesale market.

15. Indemnities

15.1Subject to the Distributor fulfilling all the conditions in this clause 15, the Supplier shall indemnify the Distributor against all liabilities suffered or incurred by the Distributor arising out of or in connection with any claim made against the Distributor for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the sale of the Products by the Distributor.

15.2The indemnities in clause 15.1 shall not cover the Distributor to the extent that the Relevant Claim results from the Distributor's negligence or wilful misconduct.

15.3Liability under the indemnities in clause 15.1 is conditional on the Distributor discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against the Distributor which may reasonably be considered likely to give rise to a liability under clause 15.1 (Claim), the Distributor shall:

1. as soon as reasonably practicable, give written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;
2. not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier;
3. give the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Distributor, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier's expense) for the purpose of assessing the Claim; and
4. subject to the Supplier providing security to the Distributor to the Distributor's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred take such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.

15.4If a payment due from the Supplier under this clause 15 is subject to tax (whether by way of direct assessment or withholding at its source), the Distributor shall be entitled to receive from the Supplier such amounts as shall ensure that the net receipt, after tax, to the Distributor in respect of the payment is the same as it would have been were the payment not subject to tax.

15.5Nothing in this clause 15 shall restrict or limit the Distributor's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

16. Limitation of liability

16.1A party’s aggregate liability for direct damages claimed by the other party for breach of these Terms will not exceed 100% of the revenue the Supplier receives from the Distributor under these Terms on a global basis within the previous twelve (12) months.

16.2References to liability in this clause 16 include every kind of liability arising under or in connection with these Terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

16.3Nothing in these Terms will limit or exclude either party’s liability for any of the following:

1. personal injury (including death) resulting from the indemnifying party’s or its agent’s negligent or illegal acts or omissions in connection with these Terms;
2. a deliberate refusal to provide the Services in breach of these Terms in favour of other commercial opportunities;
3. illegal or unlawful acts;
4. any liability that cannot be excluded or limited under applicable laws;
5. wilful misconduct;
6. third party claims alleging infringement of IP rights.

16.4Subject to clause 16.3, neither party shall be liable to the other party for:

1. any loss of profit, whether direct, indirect or consequential; or
2. any indirect or consequential loss or damage,

arising under or in connection with these Terms, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise.

17. Termination

17.1Without affecting any other right or remedy available to it, either party to these Terms may terminate it with immediate effect by giving written notice to the other party if:

1. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of seven days after being notified in writing to do so;
2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
4. the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under these Terms has been placed in jeopardy.

18. Consequences of termination

18.1Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of these Terms shall remain in full force and effect.

18.2Termination or expiry of these Terms 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 agreement which existed at or before the date of termination or expiry.

18.3On termination or expiry of these Terms:

1. the Distributor shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
2. the Supplier shall have the option to buy from the Distributor any stocks of the Products at the same price the Distributor paid for them. To exercise the option, the Supplier must give notice to the Distributor within 7 days of termination or expiry of these Terms, stating the quantities of Products it wishes to buy. The Distributor shall deliver such Products to the Supplier within 28 days of receiving the Supplier's notice, and the Supplier shall pay for the Products in full within 30 days of their delivery. The Supplier shall be responsible for the costs of packaging, insurance and carriage of the Products;
3. if the Supplier chooses not to exercise its option to buy back the Products under clause 18.3(b), or purchases only part of the Distributor's stocks of Products, the Distributor may for a period of six months following termination or expiry of these Terms, sell and distribute any stocks of the Products that it may have in store or under its control at the time. At the end of this period the Distributor shall promptly return all remaining stocks of the Products to the Supplier at the expense of the Distributor, or dispose of the stocks as the Supplier directs; and
4. if the Supplier chooses to buy back the Products under clause 18.3(b), or when the Distributor has disposed of its remaining stocks of Products under clause 18.3(c), the Distributor shall at the Supplier's option promptly destroy or return all samples, technical pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers that relate to the Supplier's business that the Distributor may have in its possession or under its control (other than correspondence between the parties).

18.4The termination or expiry of these Terms shall not of itself make the Supplier liable to pay any compensation to the Distributor, including compensation for loss of profits or goodwill.

18.5Subject to clause 18.3(c), all other rights and licences of the Distributor under these Terms shall terminate on the date of termination of these Terms.

18.6The Supplier may cancel any orders for Products placed by the Distributor before termination or expiry of these Terms if delivery would fall due after termination or expiry, whether or not they have been accepted by the Supplier. The Supplier shall have no liability to the Distributor in respect of such cancelled orders.

19. Confidentiality

19.1Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of these Terms, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other, except as permitted by clause 19.2.

19.2Each party may disclose the other party's confidential information:

1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Terms. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 19; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

19.3No party may use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.

20. General

20.1Force majeure
Neither party shall be in breach of these Terms or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.

20.2Entire agreement

1. The Order Form, together with these Terms, constitutes the entire agreement between the parties.
2. Each party acknowledges that in entering into these Terms it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
3. If there is any inconsistency between the Order Form and these Terms, the Order Form shall prevail to the extent of that inconsistency.

20.3Variation
Subject to clause 5.2, no variation of these Terms or the Order Form shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20.4Assignment and other dealings

1. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that it gives prior written notice of such dealing to the Distributor.
2. The Distributor shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

20.5Waiver

1. A waiver of any right or remedy is only effective if given in writing.
2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

20.6Severance

1. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of these Terms.
2. If any provision or part-provision of these Terms is deemed deleted under clause 20.6(a) the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20.7Notices

1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be sent by email to the email addresses specified in the Order Form (or an address substituted in writing by the party to be served):
2. Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

20.8No partnership or agency

1. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.
2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

20.9Conflict
If there is an inconsistency between any of the provisions in the main body of these Terms and the Schedules, the provisions in these Terms shall prevail.

20.10Rights and remedies
The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

20.11Set-off
All amounts due under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

20.12Demand Forecasting
To help us ensure consistent stock availability for your peak seasons, we invite you to share your sales forecasts (seasonal or monthly) via email to [email protected].

• Non-Binding: These estimates are strictly for our production planning and do not constitute a formal purchase commitment.
• Flexible: Forecasts can be updated at any time as your market needs change.
• Benefit: Sharing your outlook allows us to prioritize production and reduce lead times for your future orders.

20.13Customer Service & Training Support
We offer after-sales support and customer service training for your staff to help ensure your customers receive the best possible experience with our products. To schedule a training session or get assistance, please reach out to [email protected]

20.14Governing law
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of New Zealand.

20.15Jurisdiction
Each party irrevocably agrees that the courts of New Zealand shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.

These Terms take effect from the Commencement Date specified in, or determined in accordance with, the Order Form.