CITY RESPONSE LIMITED

Payment Terms

Dispute Resolution Process

Standard Terms and Conditions 1 Disputes 1.1 In the event of a dispute between the parties or any action which could result in a dispute or difference arising between them, the parties agree first to try to settle the disagreement by mediation. 1.2 The mediation shall be commenced by giving a written notice to the other party at the address given for that party in the Order (unless a different address is notified to the other party). The notice shall include a brief statement of the matter or matters which it is desired to settle by mediation and a brief statement of the relief or remedy sought. 1.3 The mediation will be carried out by nominees of TGPL and the Supplier, who should preferably be directors of the parties not personally involved with the Contract. 1.4 If the nominees have been unable to resolve the disagreement within twenty-eight (28) Working Days of the notice commencing the mediation, clause 8.5 will apply. 1.5 Where clause 10.4 applies, either party may forthwith commence proceedings in the courts of England and Wales. Different Dispute Resolution Procedure For Parties signed up to the Framework Agreement 24.1 All disputes which are not resolved and which arise out of or relate to this Framework. Agreement shall then be referred by a Guinness property to the contractor for resolution. 24.2 If any dispute cannot be resolved by the parties within a maximum of ten (10) Working Days after it has been referred under Clause 24.1, that dispute shall be referred to the parties’ respective First Senior Escalation Points for resolution. 24.3 If any dispute cannot be resolved by the parties’ First Senior Escalation Points within a maximum of ten (10) Working Days after it has been referred under Clause 24.2, that dispute shall be referred to Guinness Property’s Operations Director and the Contractor’s/Supplier's Managing Director for resolution. 24.4 In the event that the dispute cannot be resolved by the parties' representatives nominated under Clause 24.3 within a maximum of ten (10) Working Days after referral the dispute shall be further referred to mediation in accordance with the provisions of Clause 25. 25 Mediation 25.1 The procedure for mediation shall be as follows: 25.2 A neutral adviser or mediator (‘the Mediator’) shall be chosen by agreement between the parties or, if they are unable to agree upon the identity of the Mediator within ten (10) Working Days after a request by one party to the other (provided that there remains agreement for mediation), or if the Mediator agreed upon is unable or unwilling to act, either party shall within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to either party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (‘CEDR’) to appoint a Mediator. 25.3 The parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If agreed as appropriate, the parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure. 25.4 Unless otherwise agreed by the parties, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings. 25.5 In the event that the parties reach agreement on the resolution of the dispute, the agreement shall recorded in writing and shall be binding on the parties once it is signed by both Guinness Property’s Operations Director and the Contractor’s Managing Director or his equivalent. 25.6 Failing agreement, either of the parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of both parties. 25.7 In the event that the parties fail to reach agreement in the structured negotiations within forty (40) Working Days of the Mediator being appointed, or such longer period as may be agreed by the parties, then any dispute or difference between them may, subject to the agreement of the parties, be referred to Arbitration in accordance with the provisions of Clause 24 and, failing such agreement, may be referred to the Courts in accordance with the provisions of Clause 27. 25.8 The parties shall each bear their own costs in relation to any reference made to the Mediator and the fees and all other costs of the Mediator shall be borne jointly in equal proportions by the parties unless otherwise directed by the Mediator. 25.9 Work and activity to be carried out under this Framework Agreement shall not cease or be delayed during the mediation process. 26 Arbitration 26.1 In the event that a dispute between the parties or a claim by one party against the other pursuant to the terms of this Framework Agreement is not resolved pursuant to Clause 25, the parties may refer the matter to arbitration in accordance with this Clause. 26.2 The party seeking to initiate the arbitration shall give a written Notice of Arbitration to the other party. The Notice of Arbitration shall specifically state: 26.2.1 That the dispute is referred to arbitration; 26.2.2 The particulars of the Framework Agreement out of or in relation to which the dispute arises; and 26.2.3 The request for agreement to the appointment of an arbitrator. 26.3 In the event that the parties do not agree to refer the matter to arbitration, then any dispute or difference between them may be referred to the Courts in accordance with the provisions of Clause 28. 26.4 An Arbitrator shall be an individual appointed by the President or a Vice-President of the Chartered Institute of Arbitrators. 26.5 Unless otherwise agreed in writing by the parties, the provisions of the Arbitration Act 1996 shall govern the Arbitration commenced pursuant to this Clause 26. 26.6 Any dispute arising out of or in connection with this Framework Agreement, including any question regarding its existence, validity or termination, if referred to arbitration in accordance with this Clause 26 shall be resolved by arbitration under the Rules of the London Court of International Arbitration, which rules are deemed to be incorporated by reference to this Clause 26.6. 26.7 It is agreed between the parties that for the purposes of the arbitration, the Arbitrator shall have the power to make provisional awards as provided for in Section 39 of the Arbitration Act 1996. 26.8 For the avoidance of doubt it is agreed by the parties that the arbitration process and anything said, done or produced in or in relation to the arbitration process (including any awards) shall be confidential between the parties, except as may be lawfully required in judicial proceedings relating to the arbitration or otherwise. No report relating to anything said, done or produced in or in relation to the arbitration process may be made beyond the tribunal, the parties, their legal representatives and any person necessary to the conduct of the proceedings, without the concurrence of all the parties to the arbitration. 26.9 The parties shall each bear their own costs in relation to any reference made to the Arbitrator and the fees and all other costs of the Arbitrator shall be borne jointly in equal proportions by the parties unless otherwise directed by the Arbitrator.

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