Mission Diverse Consulting Ltd
Terms and Conditions
3 January 2023
These terms and conditions (“Agreement”) are entered into between The Company (hereinafter referred to as the “Company”) and any individual or entity engaging with the Company’s Services (hereinafter referred to as “Client” and/or “User”). By accessing or using any of the Company’s Services, the Client agrees to be bound by these terms and conditions. If the Client does not agree with any provision of this Agreement, the Client must refrain from using the Company’s Services.
1.1. “Service” and/or “Services” refers to the Company provision of consulting Services, training programmes, workshops, courses, eLearning solutions, and any related goods and Services used by the Client performed by the Company, pursuant to these Terms and Conditions.
1.2. “Confidential Information” and/or “Confidential” means all information disclosed, conveyed, or otherwise made accessible by a Disclosing Party to a Receiving Party, either directly or indirectly, in any form, whether in writing, oral, visual, electronic or otherwise, that is designated “confidential” by the Disclosing Party, or that the Receiving Party knows, or has reason to know, is not generally available to the public, including the fact that such information has been delivered to the Receiving Party.
1.3. These Terms and Conditions are an agreement between the Company and the Client for the provision of any Company Services.
1.4. “Disclosing Party” means the Party that is providing Confidential Information.
1.5. “Dispute” means any dispute, controversy or claim arising from, or relating to, this Agreement, including the breach or termination or invalidity thereof.
1.6. “Force Majeure” means an event beyond the control of either Party, as the case may be, which by its very nature could not have been foreseen by the relevant Party, or, if it could have been foreseen, was unavoidable, and includes without limitation, a delay caused by strike, lockout, natural disaster, foreign or civil war (declared or undeclared), sabotage, interference by civil or military authorities, terrorist act, failure of energy sources, financial crisis, significantly increased financial or economic exposure, or any other similar event. It shall not include ordinary unfavourable weather conditions, and any other cause the effects of which could have been avoided with the exercise of reasonable diligence.
1.6. “The Company” refers to Mission Diverse Consulting LTD, with its headquarters located at 12 Avenue Close, Phoenix Business Park, Onyx House, Birmingham, England, United Kingdom, B7 4NU.
1.7. “The Client” refers to any individual or entity engaging with the Company’s Services.
1.8. “Party” or “Parties” refers to either or both The Company and/or the Client.
1.9. “Receiving Party” means the Party that is receiving Confidential Information.
1.10. “Disclosing Party” refers to the individual or entity that discloses or provides confidential information to another party.
1.11.”Related Goods” means any goods that are necessarily required and/or
resulting from providing the Company Services.
1.12. “Proposal” refers to the separate formal document or written offer presented by the Company to Client, outlining the Services requested by the Client in alignment with this Agreement.
2. Order of Precedence
2.1. If there is a conflict between these Terms and Conditions and any special conditions any other contract, then this Agreement shall govern, unless otherwise specifically explicitly outlined in writing and agreed upon by both parties.
3. Reference Law and Language
3.1. Any matter relating to the interpretation or application of this Agreement, which is not covered by its terms, This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, including any non-contractual dispute arising therefrom.
3.2. Any disputes arising out of, or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.
3.3. This Agreement is in English, which shall be the binding and controlling language on matters relating to the meaning and/or interpretation of this Agreement.
4. Publicity, and Use of the Name, Logo, or Trademark of The Company
4.1. The Client shall not use or permit the use of the name or any logo or trademark of the Company, or any abbreviation thereof, without the prior written consent of The Company. The Client shall not, in any statement of an advertising or promotional nature, refer to its relationship with The Company or to this Agreement or any of the Services, without the prior written consent of The Company.
5.1. The Parties shall keep any and all Confidential Information secret and confidential. The Receiving Party shall not disclose Confidential Information to any person, except with the prior written consent of the Disclosing Party or, on a need- to-know basis, to a limited group of the Receiving Party’s directors, personnel, officers or employees, professional advisors or consultants, or auditors.
5.2. The Receiving Party assures that each person to whom Confidential Information is being disclosed or made accessible according to the stipulations herein is contractually and/or legally bound to hold such information in strict confidence. The confidentiality obligations under this Section do not lapse upon the expiration or termination of this agreement.
5.3. The Disclosing Party may disclose Confidential Information:
5.3.1. Information will not be considered Confidential Information if:
5.3.2. The information is generally available to the public or otherwise part of the public domain at the time of disclosure to the Disclosing Party;
5.3.3. The information is lawfully made available to the Disclosing Party by a third party that is under no obligation of confidentiality to the Receiving Party;
5.3.4. The information is developed independently without reference to the Confidential Information; or
5.3.5. The information is, or becomes, publicly available or otherwise part of the public domain, other than as a result of any action or omission of the Receiving Party.
6. Scope of this Agreement
6.1. The Company shall perform the requested Services described in the corresponding proposal in line with this Agreement. The Company shall also include Related Goods or items that are not specifically mentioned but are necessarily required to complete performance of this Agreement, as if such items were expressly mentioned therein. Related Goods and additional requirements may also be required to complete delivery of the Services.
6.2. The Client acknowledges and agrees that there may be additions, deletions or other changes that may affect the performance of the Services during the term of this Agreement. Upon receiving the Company’s written notice of any such changes, the Client and the Company shall promptly and in good faith accommodate those changes. For any material change to the specifications of the Services, the Parties shall negotiate in good faith equitable adjustments to the amount payable to the Company and the delivery schedule under this Agreement.
7.1.The Company shall perform the Services according to The Clients requirements specifically described in the proposal document during the term of this Agreement and in consideration for the payment of the proposal price. The Company shall further deliver such Related Goods that necessarily result from performing the Services if there are at a newly agreed upon price by both parties.
7.2.The timely provision of the Services, including commencing the performance of the Services within the time agreed or on a specified date, shall be of the essence of the Contract.
7.3. The Client shall perform the Services and carry out its obligations with all due diligence and in accordance with generally accepted professional practices and the prevailing standards of the profession. In respect of any matter relating to this Agreement or to the Services, the Client shall at all times support and safeguard the Company’s legitimate interests in any dealings with third parties.
8. Required Undertakings
8.1. The sum(s) for all Services and products are non-refundable. Virtual Services will be delivered online via Zoom. Should the Client not be permitted to use Zoom as a delivery method, the Company will use a delivery platform of the Client choosing, this delivery platform must be securely provided and arranged by the Client. the Client must ensure the Client provide a suitable space for the individuals to comfortably engage in our Services. A suitable delivery/learning environment should include a private room with access to computer facilities and internet connection.
8.2. Where the Company Services are to be delivered in-person, at or around the Client’s premises, the Client must ensure that the Client provide a suitable space for which Services can be delivered. A suitable training and/or consulting environment should include a room which will hold the maximum number of individuals, desks, chairs, and projector facility for a computer connection. Should training and/or consulting take place on the Client premises, all refreshments and catering are the Client’s responsibility.
8.3. Where Services are delivered at the Company’s premises or the Company’s selected third party
venue, the Company will provide a suitable space for attendees to engage. This includes; desks, chairs, wheelchair access and projector facilities, refreshments (such as; but not limited to, teas, coffee’s, juices, sandwiches). The Company premises and third party host venues may have hot food catering available. Hot food catering is chargeable to attendees unless hot food catering is included within the cost of the Client’s proposal.
8.4. The Company’s personnel will provide all the necessary Service support resources. The Company’s personnel will arrive to any venue between 30 minutes to 1 hour in advance of the session taking place. The Client should ensure the Company’s personnel are able to set up ahead of the session within these timeframes.
8.5. Equipment and non-consumable items that The Company issues to the Client for free, shall remain the property of The Company, and The Company may recover them from the Client at any time. The Client shall not, under any circumstances, have a lien or any other interest on such equipment and non-consumable items, and the Client shall at all times possess them only as fiduciary agent and bailee of The Company.
8.6. The Client shall compensate The Company for the loss of, or damage to, equipment and non-consumable items that The Company has provided to the Client when The Company determines that the loss or damage resulted from the wilful act or gross negligence of the Client’s personnel. Upon expiration or termination of this Agreement, the Client shall immediately return, without need of demand, the equipment, and non-consumable items that The Company had provided to it.
8.7. The Client shall promptly pay The Company for all loss, destruction, or damage to property of The Company caused by the Client’s personnel or by any of its subcontractors, or anyone else directly or indirectly employed by the Client or any of its subcontractors in the performance of this Agreement.
9. Intellectual Property, Title, and Risk of Loss
9.1. All intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, patents, associated with the Services provided by the Company, including any materials, documents, training programmes, courses, content, workshops, products, processes, inventions, ideas, know-how, or documents and other deliverables (collectively referred to as “Materials”), shall be and shall remain the exclusive property of the Company in perpetuity.
9.2. The Client acknowledges and agrees that they have no rights, title, or interest in the Materials provided by the Company.
9.3. The Client agrees not to reproduce, modify, distribute, display, perform, re-create, or create derivative works based on the Materials without the explicit written permission of the Company.
9.4. The ownership of the intellectual property rights in the Materials shall remain with the Company in perpetuity, and under no circumstances shall those rights be passed, transferred, or assigned to the Client.
9.5. The Client further acknowledges that the use of the Materials is strictly limited to the specific purposes outlined in the agreed proposal in accordance with this Agreement and shall not be used for any other purpose without the prior written consent of the Company.
9.6. Subject to the foregoing provisions, all drawings, photographs, mosaics, graphs, maps, plans, estimates, reports, recommendations, documents, materials and all other data or information compiled or received by the Client from the Company shall be the property of the Company in perpetuity, and shall be treated as confidential.
9.7. This clause shall survive the termination or expiration of this and any Agreement or engagement between the Company and the Client, ensuring that the Company’s rights in its intellectual property endure beyond the conclusion of the business relationship.
10.1. The Client agrees to fully indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, suits, actions, proceedings, liabilities, damages, losses, costs, and expenses, including reasonable attorney’s fees, arising out of or in connection with the Client’s use of the Services, and/or any breach of these terms and conditions.
10.2. The Client acknowledges and accepts that they shall be solely responsible for any actions, omissions, or consequences resulting from their use of the Services or their engagement with the Company. This indemnification extends to claims or disputes arising from the Client’s interactions with third parties, including but not limited to other clients, vendors, or stakeholders.
10.3. The Client agrees to indemnify the Company for any claims, demands, or legal actions brought against the Company that arise from or are related to the Client’s use of the Services, including, but not limited to, claims of intellectual property infringement, breach of contract, negligence, or violation of any applicable laws or regulations.
10.4. The Client’s obligation to indemnify the Company shall survive the termination or expiration of any agreement or engagement between the parties, and it shall apply regardless of any fault or negligence on the part of the Company.
10.5. The Company shall promptly notify the Client in writing of any claims or actions for which it seeks indemnification. The Client shall have the right to assume the defence of any such claims or actions with counsel of its choosing, provided that the Client promptly notifies the Company of its intention to assume the defence and provides reasonable cooperation. However, the Company shall have the right to participate in the defence and settlement of any such claims or actions at its own expense.
10.6. The Client’s indemnification obligation shall be enforceable to the fullest extent permitted by law and shall not be limited by any limitation of liability or exclusion of damages provision contained in these terms and conditions or any other agreement between the parties.
10.7.The Company shall advise the Client about any such suit, action, proceeding, claim or demand within a reasonable period of time after having received actual notice thereof. The Client shall have sole control of the defence of any such suit, action, proceeding, claim or demand, and of all negotiations in connection with the settlement or compromise thereof, except with respect to the assertion or defence of the privileges and immunities of the Company or any matter relating thereto, for which only the Company itself is authorised to assert and maintain. The Company shall have the right, at its own expense, to be represented in any such suit, action, proceeding, claim or demand, by independent counsel of its own choosing.
11.1. The Client shall pay for all Services and/or Related Goods performed and/or delivered, and any other amounts payable.
11.2. The Client agrees to pay the Company the fees for the Services provided in accordance with the agreed-upon payment terms.
11.3. Payment shall be made in the currency specified by the Company, and all applicable taxes, fees, duties, or other governmental charges imposed on the Services provided by the Company shall be borne by the Client.
11.4. The Client agrees to make all payments for the Services provided by the Company within 30 days from the date of invoice, unless otherwise specified in a separate agreement or invoice. The payment shall be considered complete when the funds are received and cleared by the Company.
11.5. If the Client believes there is an error or discrepancy in any invoice issued by the Company, the Client shall notify the Company in writing within 7 days of receiving the invoice. Failure to dispute an invoice within this timeframe shall be deemed as acceptance of the invoice and the corresponding payment obligation.
11.6. All payment-related information provided by the Client to the Company, including but not limited to credit card details, bank account information, and other financial data, shall be treated as confidential and used solely for the purpose of processing payments.
11.7. In the event of late payment, the Client shall be responsible for any costs incurred by the Company, including but not limited to collection fees and legal expenses.
11.8. If the Client fails to make payment within the agreed-upon timeframe, the Company reserves the right to impose late payment charges and interest at 3% per day. The Client shall be responsible for any additional costs or fees incurred by the Company due to late payments, including but not limited to collection costs and legal expenses.
11.9. Company reserves the right to suspend or terminate its Services until payment is received in full, without any liability to the Client for such suspension or termination.
12. Rescheduling and Postponement of Services
12.1. The Client agree and acknowledge any payments made for our Services are non-refundable and will not be refunded to the Client in the event of Postponements & Rescheduling. The Client agree and acknowledge that a change in the schedule is a significant burden to the Company, and thus any postponement, rescheduling or cancellation of the agreed date and time will result the Client forfeiting any sums already paid to the Company.
12.2. The Client is entitled to reschedule our service delivery twice within a 90-day period, or postpone our Services for up to 90-days. Should the Client fall outside of these parameters, the Company reserve the right to refuse service delivery, retain all sums previously paid for said Services, and recoup all sums agreed. In the event the Client needs to reschedule or postpone our Services outside of the 90-day parameters, the following fees will apply:
12.2.1. 21 working days’ notice or more will not incur any additional charge or administration fee.
12.2.2. Less than 21 working days’ notice will incur a 25% charge of the total agreed Services, plus a £30 administration fee.
12.2.3. Less than 14 working days’ notice will incur a 35% charge of the total agreed Services, plus a £30 administration fee.
12.2.4. Less than 7 working days’ notice will incur a 50% charge of the total agreed Services, plus a £30 administration fee.
13. Cancellations of Services
13.1. The Client understand any payments made prior to cancellations for the Company’s Services are non- refundable and will not be refunded to the Client in the event of a cancellation. The Company reserves the right to recover the full cost for the agreed Services within this proposal. Should the Client choose to cancel the agreed Services, the Client must notify the 13.2. Company at least three weeks in advance of the service commencement.
Should the Client notify the Company of any cancelation of service at least 30 calendar days in advance, there will be no additional charges or administration fees incurred. In the event of cancellation by the Client less than three weeks before the service is due to commence, the following administration fees will apply:
13.2.1. 30 calendar days’ notice or more will not incur any additional charge or administration fee.
13.2.2. Less than 23 calendar days’ notice will incur a 25% charge of the total agreed Services, plus a £30 administration fee.
13.2.3. Less than 16 calendar days’ notice will incur a 35% charge of the total agreed Services, plus a £30 administration fee.
13.2.4. Less than 9 calendar days’ notice will incur a 50% charge of the total agreed Services, plus a £30 administration fee.
14.1. The Client agrees to reimburse the Company for all reasonable and necessary expenses incurred by the Company in connection with the provision of the Services. These expenses may include, but are not limited to, travel expenses, accommodation costs, meals, transportation, materials, and any other expenses directly related to the performance of the Services.
14.2. The Client acknowledges and agrees that all such expenses shall be paid in full by the Client within the 30 days specified by the Company in this separate agreement or invoice. Failure to make timely payment for the incurred expenses may result in additional fees, late payment charges, or suspension of the Services until payment is received.
14.3. The Company shall provide the Client with an itemised breakdown of the expenses incurred upon request or as specified in the separate agreement or invoice. The Client may also request supporting documentation, such as receipts or invoices, as evidence of the expenses incurred by the Company.
14.4. The Client understands that the reimbursement of expenses is separate from the agreed-upon fees for the Services, and the failure to reimburse the Company for the incurred expenses does not relieve the Client of their obligation to pay the agreed-upon fees.
15.1. All notices between the Parties in connection with this Agreement shall be in writing and in English, and be delivered either by hand, registered mail, or e-mail, in accordance with the relevant contact details stated.
15.2. The Client shall promptly notify the Company in writing of any change in the Client’s contact or address details for notices. The Company may rely conclusively on, and shall incur no liability in respect of any action taken upon, any notice, consent, request, instruction, or other instrument believed in good faith to be genuine or to be signed by an authorised representative of the Client.
16. Force Majeure
16.1. No Party to this Agreement will be responsible for any delay caused by Force Majeure, provided that the Party affected by such an event takes all reasonable precautions, due care, and reasonable alternative measures, all with the objective of carrying out the terms and conditions of this Agreement. However, The Company is entitled to terminate this Agreement, or any part thereof, immediately if the provision of any Services and/or Related Goods in accordance with this Agreement is delayed for an aggregate period of thirty (30) calendar days. Such termination shall be subject to payment of a reasonable part of this Agreement amount and any other reasonable charges. In the event of such termination, the Client shall, in accordance with The Company’s ownership and other rights under this Agreement, immediately deliver to The Company all Services and/or Related Goods and other materials prepared or produced as at the time of termination.
17. Personal Data Processing
17.1. The Company and the Client acknowledge and agree that in the course of providing the Services outlined in this Agreement, personal data may be processed. “Personal data” refers to any information relating to an identified or identifiable natural person as defined by applicable data protection laws and regulations.
17.2. The Company shall process personal data in accordance with applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and any applicable national or regional data protection laws.
17.3. The Client represents and warrants that they have obtained all necessary consents and permissions, where required by law, to provide any personal data to the Company for the purposes outlined in this Agreement.
17.4. The Company shall process personal data solely for the purpose of providing the agreed-upon Services and as instructed by the Client. The Company shall not use personal data for any other purpose without obtaining the Client’s prior written consent.
17.5. The Company shall implement appropriate technical and organisational measures to ensure the security and confidentiality of personal data and protect it against unauthorized or unlawful processing, accidental loss, destruction, or damage.
17.6. The Company shall not transfer personal data to any third party without the prior written consent of the Client, unless required by law or to comply with a lawful request from a governmental or regulatory authority.
17.7. The Client acknowledges and agrees that Company may engage sub-processors to assist in providing the Services. In such cases, the Company shall ensure that any sub-processors comply with applicable data protection laws and regulations and provide a comparable level of protection for personal data.
17.8. The Company shall promptly notify the Client of any data breaches involving personal data and shall cooperate with the Client in mitigating the effects of such breaches.
17.9. Upon termination of this Agreement, the Company shall, at the Client’s direction, either return or securely dispose of all personal data in its possession or control, unless otherwise required by law.
17.10. The parties agree to comply with their respective obligations under applicable data protection laws and regulations and to cooperate with each other to fulfil any data protection requirements.
17.11. Neither the Company nor its agents or sub-contractors shall acquire rights in or to any Personal Data provided by the Client in the delivery of Services, and shall only be entitled to Process it in accordance with it agreed obligations.
18.1. The Company shall act as the “Controller” of the data provided by The Client in connection with the Services rendered under this agreement. The Controller determines the purposes and means of the processing of the data.
18.2. The Client acknowledges that The Company may engage third-party service providers, subcontractors, or affiliates as “Processors” to assist in the processing of the data, as necessary for the provision of the Services outlined in this agreement.
18.3. The Processor shall process the data only on behalf of and under the instructions of the Controller, as necessary for the provision of the Services under this agreement. The Processor shall not process the data for any other purpose unless required by law.
18.4. The Controller shall have the right to monitor and audit the Processor’s compliance with the data protection obligations outlined in this agreement, including but not limited to conducting periodic assessments and inspections.
18.5. The Processor shall promptly inform the Controller if it believes that any instruction received from the Controller infringes applicable data protection laws or regulations. In such cases, the Processor may suspend the processing of the data until further instructions are received from the Controller.
18.6. The Processor shall ensure that its personnel engaged in the processing of the data are bound by appropriate confidentiality obligations.
18.7. The Processor shall assist the Controller in fulfilling its obligations with respect to data subject rights, including but not limited to the rights of access, rectification, erasure, and restriction of processing, as provided by applicable data protection laws.
18.8. The Controller shall remain responsible for the compliance of the Processor with the data protection obligations set forth in this agreement. Any liability arising from the acts or omissions of the Processor shall be subject to the limitations of liability as set forth in the main body of this agreement.
18.9. The Controller and the Processor shall cooperate fully in the event of any data breach or security incident and shall take all necessary measures to mitigate the effects of such incident, including notifying the appropriate supervisory authority and affected data subjects, as required by law.
19. Severability and Waiver
19.1. If any provision in this Agreement is deemed invalid or unenforceable by applicable law, it shall have no effect and shall not invalidate or render unenforceable any other provision of this Agreement. Any failure by The Company to enforce this Agreement in a particular instance shall not be construed as a relinquishment or waiver of its rights in future instances. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed, and no such waiver shall constitute a waiver of any other provision of this Agreement or of the same provision on another occasion.
20.1.Except as expressly provided in this Agreement, no amendment or modification to this Agreement shall be valid unless it is in writing and duly signed by The Company and the Client.
20.2. An amendment or modification may include, but not be limited to, changes in the kind of Services, payment terms or completion schedule.
21.1. This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The agreement may be executed and delivered via electronic means, including scanned copies or electronically signed documents, which shall be deemed as valid and binding as original signatures.
22. Term and Termination
22.1. This Agreement shall commence on the effective date of the Client’s proposal acceptance and shall remain in effect until terminated as provided herein.
22.2. Either party may terminate this Agreement for convenience by providing 30 days written notice to the other party.
22.3. In the event of termination for convenience by the Client, the Client shall be responsible for payment of any outstanding fees or expenses incurred by the Company up to the effective date of termination.
22.4. Either party may terminate this agreement in the event that the other party becomes insolvent, files for bankruptcy, or has a receiver appointed over its assets. The terminating party may exercise this right of termination by providing written notice to the other party.
22.5. The Company may terminate this Agreement with immediate effect and without prior notice in the event of a material breach by the Client, including but not limited to non-payment of fees, unauthorised use of the Company’s intellectual property, or violation of confidentiality obligations.
22.6. Upon termination of this Agreement, for any reason, the Client shall immediately cease using the Company’s Services and return or destroy any confidential information or proprietary materials provided by the Company.
22.7. Termination of this Agreement shall not relieve the Client of their obligation to pay any outstanding fees or other amounts due to the Company.
22.8. Upon termination, the Company shall have no obligation to refund any fees or payments previously made by the Client, unless expressly stated otherwise in a separate agreement.
23. Settlement of Disputes
23.1. If any Dispute arises out of or in connection with this Agreement, the parties agree to first attempt to resolve the dispute amicably through good-faith negotiations. If the parties are unable to reach a resolution through negotiation, they shall consider using mediation or alternative dispute resolution methods to facilitate a fair and impartial settlement. The language to be used in the arbitral proceedings shall be English.
23.2. In the event of a dispute, each party shall bear its own costs and expenses, including attorneys’ fees, incurred in connection with the resolution of the dispute, unless otherwise awarded by a court of competent jurisdiction.
23.3. The parties acknowledge that a breach or threatened breach of certain provisions of this agreement may cause irreparable harm for which monetary damages may not be an adequate remedy. In such cases, either party may seek injunctive relief or other equitable remedies to prevent or restrain the other party from violating such provisions.
24. Governing Law
24.1. This contract shall be governed by and construed in accordance with the laws of England and Wales. Any disputes, controversies, or claims arising out of or relating to this contract, including its interpretation, validity, performance, or termination, shall be subject to the exclusive jurisdiction of the courts of England and Wales.
24.2. The parties agree that any legal action, suit, or proceeding arising from or related to this contract shall be brought exclusively in the courts of England and Wales. The parties further consent to the personal jurisdiction of such courts and waive any objection to the laying of venue or any claim that such courts are an inconvenient forum.
25. Entire Agreement
25.1. This agreement, including any Company attachments, proposals, exhibits, or incorporated documents, constitutes the entire agreement between the Company and the Client/User. It supersedes all prior agreements, understandings, or representations, whether oral or written, relating to the subject matter of the agreement.