Terms & Conditions

Terms & Conditions

THESE TERMS OF SALE (“TERMS”) CONSTITUTE A BINDING LEGAL CONTRACT BETWEEN (A) JUSTCLICK LTD, FLAT 509, VICTORIA MILL, 8 LOWER VICKERS STREET, MANCHESTER, ENGLAND, M40 7NA (COMPANY NUMBER 11070168) (WITH REFERENCES TO “JUSTCLICK” OR “US”) AND (B) YOU, THE PURCHASER (WITH REFERENCES TO “YOU” OR “YOUR” BEING CONSTRUED ACCORDINGLY). THESE TERMS APPLY TO ALL OFFERS, SALES AND PURCHASES OF DIGITAL PRODUCTS (INCLUDING, WITHOUT LIMITATION, SOFTWARE, LICENSE RIGHTS, AND SERVICE USE RIGHTS) OR ACCESS RIGHTS TO SERVICES JUSTCLICK PROVIDES OBTAINED BY JUSTCLICK FROM THIRD PARTIES (“VENDORS”) FOR PURPOSE OF RESALE BY JUSTCLICK TO YOU (COLLECTIVELY, “PRODUCTS”) EITHER (A) THROUGH THE ONLINE STORE ON WHICH JUSTCLICK HAS POSTED THESE TERMS, OR (B) THROUGH ANY OTHER MEANS THROUGH WHICH JUSTCLICK ENGAGES IN THE SALE OF PRODUCTS, SUCH AS BUT NOT LIMITED TO ORDERS BY MESSENGERS OR SOCIAL NETWORKS (COLLECTIVELY, THE “JUSTCLICK SERVICE”). 

PLEASE REVIEW THE TERMS CAREFULLY. BY ORDERING ANY PRODUCT THROUGH THE JUSTCLICK SERVICE, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS.

1) Scope and Application

1.1. Our Privacy Policy governs the collection and use of information through the JUSTCLICK Service. By submitting your Personal Information to us, you consent to such information being processed in accordance with our Privacy Policy. The Privacy Policy is incorporated by reference into and is made a part of these Terms.

1.2. ALL ORDERS OF PRODUCTS THROUGH THE JUSTCLICK SERVICE ARE SUBJECT TO YOUR CONSENT TO ANY APPLICABLE END-USER LICENSE AGREEMENT OR USAGE TERMS DELIVERED WITH, INCLUDED IN, OR PRESENTED IN CONNECTION WITH THE PRODUCT. If you do not agree to the license or usage terms once you see them, do not accept them and contact customer service.

1.3. You are bound by the version of these Terms in effect on the date of each order you place for a Product on the JUSTCLICK Service. These Terms may change from time to time, so please review them upon submission of each order, even if you have reviewed them before.

1.4. ALL ACCEPTED ORDERS ARE FINAL, NON-CANCELABLE AND NON-REFUNDABLE, EXCEPT AS SPECIFIED IN THE RETURNS POLICY APPLICABLE TO YOUR PURCHASE.

2)  Access Credentials and Unauthorized Use; Revocation of Access

You are responsible for ensuring the security and confidentiality of any credentials we provide to enable use of the JUSTCLICK Service, including not sharing those with any other person. You shall immediately notify JUSTCLICK at of any information or event that may compromise the security of those access credentials. JUSTCLICK may suspend or revoke your access to and use of the JUSTCLICK Service at any time in its sole discretion for any or no reason. Unauthorized use of the JUSTCLICK Service, including but not limited to misuse of access credentials, is strictly prohibited.

3) Order Placement and Acceptance; Online Contracting

3.1. JUSTCLICK attempts to describe the Products on the JUSTCLICK Service available for purchase as accurately as possible. However, JUSTCLICK does not warrant that the prices, quotations, anticipated delivery dates, and descriptions made or referred to on the JUSTCLICK Service or any related websites are accurate, complete, reliable, current, or error-free. The prices, quotations and descriptions made on the JUSTCLICK Service are subject to availability, do not constitute an offer and may be withdrawn or revised at any time prior to our express Acceptance of your order (as defined below).

3.2. All Product specifications, illustrations, drawings, particulars, dimensions, performance data and other information on the JUSTCLICK Service, or otherwise made available by JUSTCLICK or a Vendor, are intended to represent no more than a general illustration of the Products and do not constitute a warranty or representation by us that the Products will conform with the same. You must refer to the Vendor specifications or warranty documentation to determine your rights and remedies in this regard.

3.3. While JUSTCLICK makes every effort to ensure that Products appearing on the JUSTCLICK Service are available, JUSTCLICK cannot guarantee that all Products are immediately available when you submit your order. JUSTCLICK may reject your order (without liability) if JUSTCLICK is unable to process or fulfill it. If this is the case, JUSTCLICK will refund any prior payment that you have made for that Product.

3.4. An order submitted by you only constitutes an offer by you to us to purchase Products through the JUSTCLICK Service subject to these Terms at the price and on the terms stated in the order, and is subject to our subsequent Acceptance (as defined below), irrespective of whether the button or link you press or activate to submit your order to us includes words such as “complete order” or otherwise indicates that it is the final step in completion of your order. Any order confirmation email received by you prior to our Acceptance shall constitute an acknowledgement of our receipt of your offer only, and not an acceptance of your offer.

3.5. You acknowledge and agree that if you are placing an order with the JUSTCLICK Service through a website or other electronic application, by clicking or activating the button or hyperlink to submit your order, you are placing a legally binding offer. You consent to: (i) the use of electronic communications in order to enter into contracts and place orders with us; and (ii) the electronic delivery of notices, policies and records of transactions initiated or completed by you online. You have the right to withdraw your consent to electronic contracting and to electronic delivery messaging [email protected], but if you do, JUSTCLICK may cancel your order and/or your access to the JUSTCLICK Service and services provided by third parties in connection with the JUSTCLICK Service (“Third Party Services”).  If you do not consent to receive any notices electronically, you must stop using the JUSTCLICK Service.

3.6. Our acceptance of your order only occurs at such time that JUSTCLICK has both (a) dispatched your Product order and/or provided you with access to the JUSTCLICK Service, and (b) received payment of the purchase price of your order through settlement of funds via your provided credit card or other payment method (“Acceptance”). JUSTCLICK may cancel your order at any time and for any lawful reason prior to Acceptance. Prior to Acceptance, an automatic e-mail acknowledgement of your order may be generated. Please note that any such automatic acknowledgement does not constitute a formal acceptance of your order.

3.7. JUSTCLICK may keep records of orders received, acknowledgements, acceptances and other contract records after Acceptance for a period not to exceed the maximum period permitted by law. JUSTCLICK may be able to provide you with copies on written request; however, you must make sure you print a copy of all such documents and these Terms for your own records.

3.8. If JUSTCLICK has cause to believe that you are unable to pay your debts as they fall due, you fail to pay any amount by the due date or breach any of these Terms, JUSTCLICK believes you have engaged in fraud or criminal activity in connection with your use of the JUSTCLICK Service, or JUSTCLICK is unable to process payment to the payment method you provided with your offer, then, without prejudice to any of our other rights, JUSTCLICK may do any or all of the following: (a) stop any Products in transit to you; (b) suspend further deliveries of Product if on an ongoing basis; (c) stop or suspend provision of the JUSTCLICK Service; (d) cancel or revoke issued service use rights for Third Party Services; (e) cancel any automatic renewal plan in which you have elected to participate; and/or (f) cancel any and all other contracts between us and you.

4) Pricing and Payment Terms

4.1. Prices do not include shipping and handling, expedited service, sales taxes, or use taxes, if applicable, which will be added to your total price. You are responsible for any handling charges and state and local sales or use taxes that may apply to your order. If the price of a Product is obviously incorrect, regardless of whether it is an error in a price posted on the JUSTCLICK Service or otherwise communicated to you, then JUSTCLICK reserves the right, at our sole discretion, to cancel your order and refund to you the amount that you paid, regardless of how the error occurred.

4.2. Prices payable for Products on the JUSTCLICK Service are those in effect at the time of Acceptance, unless otherwise expressly agreed. Prices may be indicated on the JUSTCLICK Service or an order acknowledgement but the authoritative price in the event of any discrepancy, is the price that is notified to you on our Acceptance through the charge placed through your selected payment method. Payment shall be made by the payment method selected during your order completion process through the JUSTCLICK Service. JUSTCLICK will charge credit or debit cards on dispatch of the Product. JUSTCLICK reserves the right to verify and/or authorize credit or debit card payments prior to Acceptance.

4.3. Except as expressly provided elsewhere in these Terms or the JUSTCLICK Service, payment may be taken in full notwithstanding any claim for short delivery or defects.

4.4. Where the payment is invoiced, each invoice shall be due and payable in full by the due date specified on the invoice, and if no date is specified on the invoice, within thirty (30) days of the date of invoice. If you fail to pay invoiced amount when due, JUSTCLICK may (a) by notice declare all invoiced amounts unpaid at that date to be immediately due and payable, and (b) take all actions determined necessary and appropriate by us to collect such unpaid amount, as permissible under applicable law.

4.5 No counterclaim or set-off may be deducted from any payment due without our written consent. JUSTCLICK may also take action against you for the price of Products at any time after payment has become due even though title or rights to those Products may not yet have passed to you.

4.6. If you elect to use the services of a third party payment or billing provider in connection with your purchase from us, your use of such services will be subject to the third party provider’s own terms and conditions. You may be required to create an account with such third party provider and/or provide that third party provider with your bank account or credit/debit card details. JUSTCLICK is not responsible for, and you agree to hold us harmless from and against any liability resulting from, the acts or omissions of any third party payment or billing provider.

4.7. For any overdue amounts, JUSTCLICK may charge interest on such amounts, accruing on a daily basis at the maximum amount permitted under applicable law from the due date for payment until our receipt of the full amount (whether before or after judgment). You shall indemnify us on demand against any out of pocket expenses incurred in relation to recovery of any overdue amounts.

5) Delivery

5.1. JUSTCLICK will use all commercially reasonable efforts to deliver Products in a timely manner. JUSTCLICK will deliver Products by electronic transmission or via download. Delivery timescales/dates specified on the JUSTCLICK Service, in any order acknowledgement or elsewhere are estimates only.

5.3. Where JUSTCLICK delivers Products by installments, each installment constitutes a separate contract and any defect in any one or more installments shall not entitle you to repudiate the contract as a whole nor to cancel any subsequent installment.

5.4. Save as otherwise provided in these Terms, risk of loss of or damage to the Products passes to you upon the provision to you of a download link for Software (as defined below), or of a license key or Service Use Rights (as defined below), via email or other electronic delivery method.

6) Returns Policy

Except as set out above or under any applicable returns policy presented on the JUSTCLICK Service and applicable to your purchase of a Product or JUSTCLICK Service (“Returns Policy”) and subject to any rights you have under applicable law that cannot be excluded or limited by these Terms:

6.1. If the Products you purchased is not what you were expecting, you can request, within 30 days of your purchase of the Products, that JUSTCLICK apply a refund. No refund is due to you if you request it after the 30-day guarantee time limit has passed. However, if the Products you previously purchased is disabled for legal reasons, you are entitled to a refund beyond this 30-day limit. At our discretion, if we believe you are abusing our Returns Policy, such as if you’ve consumed a significant portion of the Products that you want to refund or if you’ve previously refunded the Products, we reserve the right to deny your refund, restrict you from other future refunds, ban your account, and/or restrict all future use of the JUSTCLICK Service. If we ban your account or disable your access to the Products due to your violation of these Terms, you will not be eligible to receive a refund.

6.2. JUSTCLICK shall not be liable for any damage or losses arising from defective installation of the Products; from the use of the Products in connection with other defective, unsuitable or defectively installed equipment; your negligence; improper use; or use in any manner inconsistent with the manufacturer’s specifications or instructions.

7) Third-Party Warranties, Software and Service Use Rights

7.1. You will have the benefit of any manufacturer’s, licensor’s or supplier’s warranty provided by the manufacturer, licensor or supplier to you in connection with your purchased Products and should refer to the relevant documentation supplied with the Product in this regard. (If applicable, the Returns Policy may also set out procedures applicable to repairs or replacement of defective Products delivered.) JUSTCLICK expressly disclaims any obligations with respect thereto.

7.2.  Where any Product supplied is or includes software (“Software”), this Software is licensed to you (and not sold to you) by the licensor/owner subject to their license agreement or terms included with such Software or presented during your checkout process or software installation process (“License Terms”). In addition:

7.2.1. Such Software may not be copied, adapted, translated, made available, distributed, varied, modified, disassembled, decompiled, reverse engineered or combined with any other software, save to the extent that (i) this is permitted in the License Terms, or (ii) applicable law expressly mandates such a right which cannot legally be excluded by contract.

7.2.2. Save to the extent provided for in any applicable License Terms, your rights of return and/or to a refund under these Terms and any applicable Returns Policy do not apply in the event that you open the Software shrink-wrap and/or break the license seal and/or use the Software.

7.2.3. Except to the extent expressly provided by us in writing or under relevant License Terms, Software is provided ‘as is’ without any warranties, terms or conditions as to quality, fitness for purpose, performance or correspondence with description and JUSTCLICK does not offer any warranties or guarantees in relation to Software installation, configuration or error/defect correction. You are advised to refer to any License Terms with regards to determining your rights against a manufacturer, licensor or Vendor of the Software.

7.3. With respect to your purchase of a Service Use Right (as defined below) associated with a software-as-a-service, platform-as-a-service, or infrastructure-as-a-service offering operated and provided by a third party (“Third Party Service”), JUSTCLICK is selling you an intangible right to access, use, and/or participate in such Third Party Service for a specified usage duration (a “Service Use Right”) and JUSTCLICK is not the provider or operator of such Third Party Service. Your use of a Third Party Service is subject to the relevant terms of use or other license terms between you and the Third Party Service operator (and not us) related to such Third Party Service (“Service Terms”). You agree and acknowledge that these Terms only apply to our sale of Service Use Rights to you, and do not apply to your use of a Third Party Service. The company or entity that operates the Third Party Service is solely responsible for fulfilling, operating and providing the Third Party Service for which JUSTCLICK resells you a Service Use Right. You agree to hold us harmless from and against any liability resulting from your use of, or inability to use, a Third Party Service, except that JUSTCLICK (either directly or through our subcontractor) will provide reasonable customer support to you in connection with the fulfillment to you of access credentials as part of your purchased Service Use Right. JUSTCLICK disclaims any warranties, terms or conditions as to quality, fitness for purpose, performance or correspondence with description and JUSTCLICK does not offer any warranties or guarantees in relation to the availability, use or results from using any Third Party Service for which JUSTCLICK sells Service Use Rights. You are advised to refer to any Service Terms with regard to determining your rights against the operator of a Third Party Service.

8) Waiver and Limitation of Liability; Risk Allocation

8.1. YOU UNDERSTAND AND AGREE THAT JUSTCLICK IS NOT THE MANUFACTURER OF THE PRODUCTS JUSTCLICK OFFERS FOR SALE, AND IS NOT THE OPERATOR OF THIRD PARTY SERVICES FOR WHICH JUSTCLICK OFFERS SERVICE USE RIGHTS FOR SALE THROUGH THE PROPERTY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PRODUCTS AND THE JUSTCLICK vSERVICE ARE PROVIDED TO YOU “AS IS,” AND YOUR USE IS AT YOUR OWN RISK. JUSTCLICK DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. UNLESS AGREED OTHERWISE OR REQUIRED BY APPLICABLE LAW, ANY WARRANTIES PROVIDED IN RELATION TO PRODUCTS OR JUSTCLICK SERVICE ONLY EXTEND TO YOU ON THE UNDERSTANDING THAT YOU ARE A USER AND NOT A RESELLER OF THOSE PRODUCTS.

8.2. JUSTCLICK HAS PRICED PRODUCTS AVAILABLE FOR PURCHASE FROM US UPON THE UNDERSTANDING, AND YOU HEREBY ACKNOWLEDGE THE UNDERSTANDING, THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE: (a) OUR AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICABLE PRODUCTS AND/OR JUSTCLICK SERVICE WHICH GIVE RISE TO SUCH LIABILITY; AND (b) NEITHER JUSTCLICK NOR OUR VENDORS OR LICENSORS SHALL BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY DESCRIPTION (INCLUDING WITHOUT LIMITATION LOSS OR INTERRUPTION OF BUSINESS) IN CONNECTION WITH YOUR USE OF THIS SITE OR YOUR PURCHASE OR USE OF ANY PRODUCT OR JUSTCLICK SERVICE, HOWEVER CAUSED AND WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT JUSTCLICK WAS AWARE OR ADVISED OF THE POSSIBILITY OF DAMAGES, AND IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS.

8.3. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THESE TERMS LIMIT OUR LIABILITY TO YOU FOR ANY LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE LAW.

8.4. California Purchasers.  California, USA, residents expressly agree to waive California Civil Code Sec. 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

8.5. You agree to defend, indemnify and hold harmless us, our subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to (a) any Products purchased by you in connection with your use of the JUSTCLICK Service (including without limitation your use of any Third Party Service for which you purchase Service Use Rights from us), or (b) the violation of Section 9 of these Terms by you, your employees, consultants, agents, distributors, or customers.

8.6. To the fullest extent permitted by law and save where expressly set out in any License Terms or elsewhere, JUSTCLICK shall have no liability to you in the event of the Products or the JUSTCLICK Service infringing or being alleged to infringe the proprietary rights of any third party. In the event that the Products are or may be the subject of patent, copyright, database right, registered design, trademark or other rights of any third party, you should refer to the relevant terms of the Product manufacturer and/or licensor/owner. JUSTCLICK shall be obliged to transfer to you only such right or title as JUSTCLICK has.

9) Export & Customs Duties

9.1. Each Product and any related items (including software, technology and technical information) sold, exported, transferred, supplied or licensed by us may be subject to and governed by the laws of the United States and other countries, including but not limited to the US Export Administration Regulations (EAR) and US Foreign Assets Control Regulations (FACR). You are required to comply with all applicable laws relating to the export, re-export, transfer, use, or import of any Product or related items. Diversion contrary to applicable law is prohibited. Notwithstanding any other request or agreement to the contrary, neither you nor JUSTCLICK shall take or be required to take any action prohibited or penalized under US or applicable foreign law.

10) Notices

10.1. Any notice or other communications in relation to these Terms may be given by sending the same by hand delivery, pre-paid post, fax or e-mail (a) with respect to notices and communications to you, to the address and contact information you provided in connection with your purchase of Products and/or JUSTCLICK Service; and (b) with respect to notices and communications to us, to the address listed at the beginning of these Terms or as otherwise specified in your order confirmation email or notification of Acceptance. These will also be the addresses for service of legal proceedings in the manner prescribed by law. Except as set out above in relation to cancellation of consumer orders, such notices or communications (where properly addressed) shall be considered received:

10.2. In relation to hand delivery, on the date of delivery at the relevant address (or, if this is not a working date, the first working date thereafter);

10.2.1. If posted, five (5) business days after the date of posting;

10.2.2. If by fax, on the date of the transmission as evidenced by a successful transmission contact report (or, if this is not a business day, the first business day thereafter).

10.2.3. If sent by email, on the earliest of (i) the email being acknowledged by the recipient as received; (ii) receipt by the sender of an automated message indicating successful delivery or the email having been opened; or (iii) the expiry of 48 hours after transmission, provided that the sender has not received notification of unsuccessful transmission.

11) Dispute Resolution and Applicable Law

11.1. JUSTCLICK will make every reasonable effort to resolve any disagreements that you have with us. Before filing a claim against JUSTCLICK for any dispute, you agree to try to resolve the dispute informally by contacting us at [email protected]. In the event that JUSTCLICK cannot resolve a disagreement to your satisfaction within 30 days after the email noting the dispute is sent (or if JUSTCLICK cannot informally resolve a concern JUSTCLICK may have with you after attempting to do so informally), then you and JUSTCLICK agree that any Dispute will be governed by the procedure outlined in this Section 11.2

11.2. These Terms shall be exclusively construed, interpreted, governed and enforced in accordance with the laws of England and Wales without regard to rules governing conflicts of laws. These Terms shall be deemed to have been negotiated, entered into, executed and performed for all purposes within England and Wales.  Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

12) Miscellaneous

12.1. These Terms sets forth the entire understanding between you and us with respect to your use of the JUSTCLICK Service and your purchase of Products from JUSTCLICK , and supersedes any and all prior or contemporaneous communications, agreements, and representations, whether written or oral, related thereto.

12.2. We may revise these Terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are binding on you.

12.3. These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted.

12.4. JUSTCLICK may engage the services of subcontractors or agents to assist JUSTCLICK in the performance of its obligations related to these Terms.

12.5. You may not assign or transfer your rights under these Terms, and any purported assignment or transfer shall be void. No relaxation, forbearance, delay or indulgence by either you or us in enforcing any of these Terms or the granting of time by either party to the other shall prejudice or restrict such rights and powers.

12.6. No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us. The waiver of any breach of any Term shall not be construed as a waiver of any subsequent breach or condition.

12.7. If for any reason JUSTCLICK determines or a court of competent jurisdiction finds that any provision or portion of these Terms to be illegal, unenforceable, or invalid under applicable law in a particular jurisdiction: (a) these Terms will not be affected in other jurisdictions to the extent that such determination or finding has no application; and (b) in the relevant jurisdiction, the remainder of these Terms (to the fullest extent permitted by law) will continue in full force and effect.

13) Governing law and jurisdiction

13.1. These Terms, the Website, and all matters arising out of or relating to the Website, the Services, these Terms, or their subject matter or formation (including any non-contractual obligations, disputes, or claims) shall be governed by and construed in accordance with the laws of England and Wales.
13.2. By accessing or using the Website or the Services, you irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to resolve any dispute, claim, or controversy arising out of or in connection with the Website, the Services, these Terms, or their subject matter or formation (including any non-contractual obligations, disputes, or claims).