Common use of COMPLAINTS HANDLING AND RESOLUTION Clause in Contracts

COMPLAINTS HANDLING AND RESOLUTION. The Supplier shall notify the Authority of any complaint made by Other Contracting Bodies, which is not resolved by operation of the Supplier’s usual complaints handling procedure within five (5) Working Days of becoming aware of that complaint and such notice shall contain full details of the Supplier's plans to resolve such complaint. Without prejudice to any rights and remedies that a complainant may have at Law, including under this Framework Agreement, Call-Off Agreement and/or Lease Agreement, and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement or a Call-Off Agreement and/or Lease Agreement, the Supplier shall use its best endeavours to resolve the Complaint within ten (10) Working Days and in so doing, shall deal with the complaint fully, expeditiously and fairly. Within two (2) Working Days of a request by the Authority, the Supplier shall provide full details of a complaint to the Authority, including details of steps taken to its resolution. DISPUTE RESOLUTION The Parties shall attempt in good faith to negotiate a settlement of any dispute between them arising out of or in connection with this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Authority Representative and the Supplier Representative. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 45 and the Supplier and its employees, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. If the dispute cannot be resolved by the Parties pursuant to Clause 45.1, the Parties shall refer it to mediation pursuant to the procedure set out in Clause 45.5 unless the Authority considers that the dispute is not suitable for resolution by mediation [or the Supplier does not agree to mediation]. If a dispute is referred to mediation the parties shall comply with the following provisions: a neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other 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 CEDR to appoint a Mediator; 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 considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; unless otherwise agreed, 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; if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties with effect from its signature by their duly authorised representatives; 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; and if the Parties fail to reach agreement in the structured negotiations within sixty (60) 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 be referred to arbitration pursuant to Clause 45.6. If a dispute cannot be resolved by the Parties pursuant to Clause 45.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 45.7 unless the Authority considers that it is not suitable for resolution by arbitration. If a dispute is referred to arbitration the Parties shall comply with the following provisions: the arbitration shall be governed by the provisions of the Arbitration Act 1996 and the LCIA procedural rules shall be applied and are deemed to be incorporated into this Framework Agreement (save that in the event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that the Parties fail to agree the appointment of the arbitrator within 10 Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; and the arbitration proceedings shall take place in London.

COMPLAINTS HANDLING AND RESOLUTION. The Supplier shall notify the Authority ConstructionSkills of any complaint made by Other Contracting Bodies, which is not resolved by operation of the Supplier’s usual complaints handling procedure Complaint within five two (52) Working Days of becoming aware of that complaint Complaint and such notice shall contain full details of the Supplier's plans to resolve such complaintComplaint. Without prejudice If ConstructionSkills considers the Complaint to be well founded, it reserves the right to terminate forthwith the Framework Agreement and any rights and remedies that a complainant may have at Law, including under this Framework Agreement, Call-Off Agreement and/or Lease Agreement, and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement or a Call-Off Agreement and/or Lease Agreement, the Supplier shall use its best endeavours to resolve the Complaint within ten (10) Working Days and in so doing, shall deal with the complaint fully, expeditiously and fairly. Within two (2) Working Days of a request by the Authority, the Supplier shall provide full details of a complaint to the Authority, including details of steps taken to its resolution. DISPUTE RESOLUTION Contract The Parties shall attempt in good faith to negotiate a settlement of to any dispute between them arising out of or in connection with this the Framework Agreement within twenty (20) Working Days of after either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Authority Representative and the Supplier Representativethose persons identified in Clause 33 above. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. If the dispute cannot be resolved by the Parties pursuant to Clause 34.1, the Parties shall refer it to mediation pursuant to the procedure set out in Clause 34.5 unless:- ConstructionSkills considers that the dispute is not suitable for resolution by mediation; or the Supplier does not agree to mediation. The obligations of the Parties under this the Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 45 and the Supplier and its employees, personnel and associates shall comply fully with the requirements of this the Framework Agreement at all times. If the dispute cannot be resolved by the Parties pursuant to Clause 45.1, the Parties shall refer it The procedure for mediation and consequential provisions relating to mediation pursuant to the procedure set out in Clause 45.5 unless the Authority considers that the dispute is not suitable for resolution by mediation [or the Supplier does not agree to mediation]. If a dispute is referred to mediation the parties shall comply with the following provisions: are as follows:- a neutral adviser or mediator (“"the Mediator”") shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other to appoint a Mediator 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 after any notice given by the Mediation to either Party that he is unable or unwilling to act, apply to the CEDR Centre for Effective Dispute Resolution (CEDR) to appoint a Mediator; 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 considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; unless otherwise agreed, 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; if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties with effect from its signature by their duly authorised representatives; 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; and if the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of after the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to arbitration pursuant to Clause 45.6. If a dispute cannot be resolved by the Parties pursuant to Clause 45.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 45.7 unless the Authority considers that it is not suitable for resolution by arbitration. If a dispute is referred to arbitration the Parties shall comply with the following provisions: the arbitration shall be governed by the provisions of the Arbitration Act 1996 and the LCIA procedural rules shall be applied and are deemed to be incorporated into this Framework Agreement (save that in the event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that the Parties fail to agree the appointment of the arbitrator within 10 Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; and the arbitration proceedings shall take place in Londoncourts.

COMPLAINTS HANDLING AND RESOLUTION. The Supplier Provider shall notify the Authority of any complaint Complaint made by Other Contracting Bodies, which is not resolved by operation of the Supplier’s usual complaints handling procedure Customer within five two (52) Working Days of becoming aware of that complaint Complaint and such notice shall contain full details of the SupplierProvider's plans to resolve such complaintComplaint. Without prejudice to any rights and remedies that a complainant may have at Law, including under this the Framework Agreement, Agreement or a Call-Off Agreement and/or Lease AgreementContract, and without prejudice to any obligation of the Supplier Provider to take remedial action under the provisions of this the Framework Agreement or a Call-Off Agreement and/or Lease AgreementContract, the Supplier Provider shall use its best endeavours to resolve the Complaint within ten (10) Working Days and in so doing, shall deal with the complaint Complaint fully, expeditiously and fairly. Within two Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under the Framework Agreement (2other than a payment of money) Working Days to the extent that such delay or failure is a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under the Framework Agreement for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under the Framework Agreement for a period in excess of six (6) Months, either Party may terminate the Framework Agreement with immediate effect by notice in writing. If either Party becomes aware of a request Force Majeure event or occurrence which gives rise to or is likely to give rise to any such failure or delay on its part as described in Clause 41.1 it shall immediately notify the other by the Authority, the Supplier most expeditious method then available and shall provide full details of a complaint to the Authority, including details of steps taken to its resolution. DISPUTE RESOLUTION The Parties shall attempt in good faith to negotiate a settlement of any dispute between them arising out of or in connection with this Framework Agreement within twenty (20) Working Days of either Party notifying inform the other of the dispute and period during which it is estimated that such efforts failure or delay shall involve continue. It is expressly agreed that any failure by the escalation Provider to perform or any delay by the Provider in performing its obligations under the Framework Agreement which results from any failure or delay in the performance of its obligations by any person, firm or company with which the Provider shall have entered into any contract, supply arrangement, sub-contract or otherwise shall be regarded as a failure or delay due to Force Majeure only in the event that such person firm or company shall itself be prevented from or delayed in complying with its obligations under such contract, supply arrangement, sub-contract or otherwise as a result of circumstances of Force Majeure. For the avoidance of doubt, it is hereby expressly declared that the only events which shall afford relief from liability for failure or delay shall be any event qualifying for Force Majeure hereunder. THE PARTIES SHALL ATTEMPT IN GOOD FAITH TO NEGOTIATE A SETTLEMENT TO ANY DISPUTE BETWEEN THEM ARISING OUT OF OR IN CONNECTION WITH THE FRAMEWORK AGREEMENT WITHIN TWENTY (20) WORKING DAYS OF EITHER PARTY NOTIFYING THE OTHER OF THE DISPUTE AND SUCH EFFORTS SHALL INVOLVE THE ESCALATION OF THE DISPUTE TO THOSE PERSONS IDENTIFIED IN CLAUSE 39. above. NOTHING IN THIS DISPUTE RESOLUTION PROCEDURE SHALL PREVENT THE PARTIES FROM SEEKING FROM ANY COURT OF COMPETENT JURISDICTION AN INTERIM ORDER RESTRAINING THE OTHER PARTY FROM DOING ANY ACT OR COMPELLING THE OTHER PARTY TO DO ANY ACT. If the dispute cannot be resolved by the Parties pursuant to Clause 42.1 the Parties shall refer it to mediation pursuant to the procedure set out in Clause 42.5 unless: the Authority Representative and considers that the Supplier Representative. Nothing in this dispute is not suitable for resolution procedure shall prevent by mediation; or the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party Provider does not agree to do any actmediation. The obligations of the Parties under this the Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 45 and the Supplier Provider and its employees, personnel and associates Staff shall comply fully with the requirements of this the Framework Agreement at all times. If the dispute cannot be resolved by the Parties pursuant to Clause 45.1, the Parties shall refer it The procedure for mediation and consequential provisions relating to mediation pursuant to the procedure set out in Clause 45.5 unless the Authority considers that the dispute is not suitable for resolution by mediation [or the Supplier does not agree to mediation]. If a dispute is referred to mediation the parties shall comply with the following provisionsare as follows: - a neutral adviser or mediator (“"the Mediator”") shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other to appoint a Mediator 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 CEDR Centre for Effective Dispute Resolution to appoint a Mediator; 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 considered appropriate, the Parties may at any stage seek assistance from the CEDR Centre for Effective Dispute Resolution to provide guidance on a suitable procedure; unless otherwise agreed, 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; if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties with effect from its signature once it is signed by their duly authorised representatives; 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; and if the Parties fail to reach agreement in the structured negotiations within sixty (60) 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 be referred to arbitration pursuant to Clause 45.6. If a dispute cannot be resolved by the Parties pursuant to Clause 45.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 45.7 unless the Authority considers that it is not suitable for resolution by arbitration. If a dispute is referred to arbitration the Parties shall comply with the following provisions: the arbitration shall be governed by the provisions of the Arbitration Act 1996 and the LCIA procedural rules shall be applied and are deemed to be incorporated into this Framework Agreement (save that in the event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that the Parties fail to agree the appointment of the arbitrator within 10 Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; and the arbitration proceedings shall take place in Londoncourts.

COMPLAINTS HANDLING AND RESOLUTION. The Supplier shall RM6003 – Media Buying Framework Agreement Attachment 46003 Version 1 17.1 If either Party receives a Complaint from a Client which it cannot resolve within 5 Working Days, it must notify the Authority of any complaint made by Other Contracting Bodiesother Party. If the Agency has received the complaint, which is not resolved by operation of it must provide in the Supplier’s usual complaints handling procedure within five (5) Working Days of becoming aware of that complaint and such notice shall contain full details of the Supplier's Agency’s plans to resolve such complaint. Without prejudice to any rights and remedies that a complainant may have at Law, including under this Framework Agreement, Call-Off Agreement and/or Lease Agreement, and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement or a Call-Off Agreement and/or Lease Agreement, the Supplier Complaint. 17.2 The Agency shall use its best endeavours work to resolve the Complaint within ten (10) 10 Working Days and in so doing, shall deal with Days. 17.3 At the complaint fully, expeditiously and fairly. Within two (2) Working Days request of a request by CCS or the AuthorityClient, the Supplier shall Agency shall, within 2 working days, provide CCS or the Client with full details of a complaint to the AuthorityComplaint, including details of steps taken to its resolution. DISPUTE RESOLUTION The Parties shall attempt in good faith to negotiate a settlement of resolve it. 17.4 If any dispute arises between them arising out of or the Parties in connection with this Framework Agreement Agreement, they must try to settle it within twenty (20) 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of dispute. This should include escalating the dispute to the Authority CCS Representative and the Supplier Representative. Agency Representative if necessary. 17.5 Nothing in this dispute resolution procedure shall will prevent the Parties from seeking from any court of competent jurisdiction an interim court order restraining the other Party from doing any act or compelling the other Party to do any act. . 17.6 The obligations of the Parties under this Framework Agreement shall will not be suspended, cease or be delayed by the reference of during a dispute to mediation or arbitration pursuant to this Clause 45 and the Supplier and its employees, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. dispute. 17.7 If the dispute cannot be resolved by the Parties pursuant to Clause 45.1within 20 Working Days, the Parties shall they must refer it to mediation pursuant to the procedure set out in Clause 45.5 mediation, unless the Authority CCS considers that the dispute is not suitable for resolution by mediation [or the Supplier does not agree to mediation]. . 17.8 If a dispute is referred to mediation mediation, the parties shall comply with the following provisions: Parties must: 17.8.1 appoint a neutral adviser or mediator (the “the Mediator”) shall be chosen by agreement between the ). Ideally, Parties orwill agree on this appointment, but if they are unable to agree upon a Mediator within ten (10) 10 Working Days after of the proposal to appoint a request by one Party to mediator, or the other or if the chosen 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, must apply to the CEDR Centre for Effective Dispute Resolution to appoint a Mediator; 17.8.2 meet with the Parties shall Mediator within ten (10) 10 Working Days of the appointment of the Mediator meet with him in order appointment, to agree a programme for the exchange of all how negotiations will take place and relevant information and the structure to will be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; unless exchanged. 17.9 Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings; if . 17.10 If the Parties reach a resolution, a written agreement on the resolution of the disputewill be produced for both Parties to sign. Once signed, the this agreement shall be reduced to writing and shall will be binding on both Parties. 17.11 If the Parties with effect from its signature by their duly authorised representatives; failing agreementfail to reach a resolution, either of the Parties Party may invite the Mediator to provide a non-binding non-­binding but informative opinion in writing. Such an opinion shall will be provided on a without prejudice basis and shall cannot be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of both Parties; and if . RM6003 – Media Buying Framework Agreement Attachment 46003 Version 1 17.12 If the Parties fail to reach agreement in the structured negotiations a resolution within sixty (60) 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any the dispute or difference between them may be referred to arbitration pursuant to Clause 45.6. If a dispute cannot be resolved by the Parties pursuant to Clause 45.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 45.7 arbitration, unless the Authority CCS considers that it is not suitable for resolution by arbitration. . 17.13 If a dispute is referred to arbitration arbitration, the Parties shall must comply with the following provisions: : 17.13.1 the arbitration shall will be governed by the provisions of the Arbitration Act 1996 and 1996 17.13.2 the LCIA London Court of International Arbitration (LCIA) procedural rules shall be applied will apply, and are deemed to be incorporated into this Framework Agreement (save that in the event of although if there is any conflict between those rules and this Framework Agreement, this Framework Agreement shall will prevail); 17.13.3 the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); 17.13.4 the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that Parties 17.13.5 if the Parties fail to agree on the appointment of the arbitrator within 10 Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; and LCIA will appoint an arbitrator, and 17.13.6 the arbitration proceedings shall take place in London.

COMPLAINTS HANDLING AND RESOLUTION. The Supplier shall 17.1 If either Party receives a Complaint from a Customer which it cannot resolve within 5 Working Days, it must notify the Authority of any complaint made by Other Contracting Bodiesother Party. If the Supplier has received the complaint, which is not resolved by operation of it must provide in the Supplier’s usual complaints handling procedure within five (5) Working Days of becoming aware of that complaint and such notice shall contain full details of the Supplier's ’s plans to resolve such complaint. Without prejudice to any rights and remedies that a complainant may have at Law, including under this Framework Agreement, Call-Off Agreement and/or Lease Agreement, and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement or a Call-Off Agreement and/or Lease Agreement, the Complaint. 17.2 The Supplier shall use its best endeavours work to resolve the Complaint within ten (10) 10 Working Days and in so doing, shall deal with Days. 17.3 At the complaint fully, expeditiously and fairly. Within two (2) Working Days request of a request by CCS or the AuthorityCustomer, the Supplier shall shall, within 2 working days, provide CCS or the Customer with full details of a complaint to the AuthorityComplaint, including details of steps taken to its resolution. DISPUTE RESOLUTION The Parties shall attempt in good faith to negotiate a settlement of resolve it. 17.4 If any dispute arises between them arising out of or the Parties in connection with this Framework Agreement Agreement, they must try to settle it within twenty (20) 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of dispute. This should include escalating the dispute to the Authority CCS Representative and the Supplier Representative. Representative if necessary. 17.5 Nothing in this dispute resolution procedure shall will prevent the Parties from seeking from any court of competent jurisdiction an interim court order restraining the other Party from doing any act or compelling the other Party to do any act. . 17.6 The obligations of the Parties under this Framework Agreement shall will not be suspended, cease or be delayed by the reference of during a dispute to mediation or arbitration pursuant to this Clause 45 and the Supplier and its employees, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. dispute. 17.7 If the dispute cannot be resolved by the Parties pursuant to Clause 45.1within 20 Working Days, the Parties shall they must refer it to mediation pursuant to the procedure set out in Clause 45.5 mediation, unless the Authority CCS considers that the dispute is not suitable for resolution by mediation [or the Supplier does not agree to mediation]. . 17.8 If a dispute is referred to mediation mediation, the parties shall comply with the following provisions: Parties must: 17.8.1 appoint a neutral adviser or mediator (the “the Mediator”) shall be chosen by agreement between the ). Ideally, Parties orwill agree on this appointment, but if they are unable to agree upon a Mediator within ten (10) 10 Working Days after of the proposal to appoint a request by one Party to mediator, or the other or if the chosen 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, must apply to the CEDR Centre for Effective Dispute Resolution to appoint a Mediator; 17.8.2 meet with the Parties shall Mediator within ten (10) 10 Working Days of the appointment of the Mediator meet with him in order appointment, to agree a programme for the exchange of all how negotiations will take place and relevant information and the structure to will be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; unless exchanged. 17.9 Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings; if . 17.10 If the Parties reach a resolution, a written agreement on the resolution of the disputewill be produced for both Parties to sign. Once signed, the this agreement shall be reduced to writing and shall will be binding on both Parties. 17.11 If the Parties with effect from its signature by their duly authorised representatives; failing agreementfail to reach a resolution, either of the Parties Party may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall will be provided on a without prejudice basis and shall cannot be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of both Parties; and if . 17.12 If the Parties fail to reach agreement in the structured negotiations a resolution within sixty (60) 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any the dispute or difference between them may be referred to arbitration pursuant to Clause 45.6. If a dispute cannot be resolved by the Parties pursuant to Clause 45.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 45.7 arbitration, unless the Authority CCS considers that it is not suitable for resolution by arbitration. . 17.13 If a dispute is referred to arbitration arbitration, the Parties shall must comply with the following provisions: : 17.13.1 the arbitration shall will be governed by the provisions of the Arbitration Act 1996 and 1996 17.13.2 the LCIA London Court of International Arbitration (LCIA) procedural rules shall be applied will apply, and are deemed to be incorporated into this Framework Agreement (save that in the event of although if there is any conflict between those rules and this Framework Agreement, this Framework Agreement shall will prevail); 17.13.3 the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); 17.13.4 the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that Parties 17.13.5 if the Parties fail to agree on the appointment of the arbitrator within 10 Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; and LCIA will appoint an arbitrator, and 17.13.6 the arbitration proceedings shall take place in London.

COMPLAINTS HANDLING AND RESOLUTION. The Supplier shall notify the Authority LONDON BOROUGH OF WALTHAM FOREST of any complaint Complaint made by Other other Contracting Bodies, which is not resolved by operation of the Supplier’s usual complaints handling procedure Authorities within five two (52) Working Days of becoming aware of that complaint Complaint and such notice shall contain full details of the Supplier's plans to resolve such complaintComplaint. Without prejudice to any rights and remedies that a complainant may have at Law, including under this the Framework Agreement, Agreement or a Call-Off Agreement and/or Lease AgreementContract, and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this the Framework Agreement or a Call-Off Agreement and/or Lease AgreementContract, the Supplier shall use its best endeavours to resolve the Complaint within ten (10) Working Days and in so doing, shall deal with the complaint Complaint fully, expeditiously and fairly. Within two Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under the Framework Agreement (2other than a payment of money) Working Days to the extent that such delay or failure is a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under the Framework Agreement for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under the Framework Agreement for a period in excess of six (6) Months, either Party may terminate the Framework Agreement with immediate effect by notice in writing. If either Party becomes aware of a request Force Majeure event or occurrence which gives rise to or is likely to give rise to any such failure or delay on its part as described in Clause 40.1 it shall immediately notify the other by the Authority, the Supplier most expeditious method then available and shall provide full details of a complaint to the Authority, including details of steps taken to its resolution. DISPUTE RESOLUTION The Parties shall attempt in good faith to negotiate a settlement of any dispute between them arising out of or in connection with this Framework Agreement within twenty (20) Working Days of either Party notifying inform the other of the dispute and such efforts shall involve the escalation of the dispute to the Authority Representative and the Supplier Representative. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 45 and the Supplier and its employees, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. If the dispute cannot be resolved by the Parties pursuant to Clause 45.1, the Parties shall refer it to mediation pursuant to the procedure set out in Clause 45.5 unless the Authority considers that the dispute is not suitable for resolution by mediation [or the Supplier does not agree to mediation]. If a dispute is referred to mediation the parties shall comply with the following provisions: a neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other 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 CEDR to appoint a Mediator; 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 considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; unless otherwise agreed, 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; if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties with effect from its signature by their duly authorised representatives; 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; and if the Parties fail to reach agreement in the structured negotiations within sixty (60) 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 be referred to arbitration pursuant to Clause 45.6. If a dispute cannot be resolved by the Parties pursuant to Clause 45.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 45.7 unless the Authority considers that during which it is not suitable for resolution by arbitrationestimated that such failure or delay shall continue. If a dispute It is referred to arbitration the Parties shall comply with the following provisions: the arbitration shall be governed by the provisions of the Arbitration Act 1996 and the LCIA procedural rules shall be applied and are deemed to be incorporated into this Framework Agreement (save expressly agreed that in the event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator Supplier to comply with the LCIA procedural rules); the tribunal shall consist of a sole arbitrator to be agreed perform or any delay by the Parties and Supplier in performing its obligations under the Framework Agreement which results from any failure or delay in the performance of its obligations by any person, firm or company with which the Supplier shall have entered into any contract, supply arrangement, sub-contract or otherwise shall be regarded as a failure or delay due to Force Majeure only in the event that such person firm or company shall itself be prevented from or delayed in complying with its obligations under such contract, supply arrangement, sub-contract or otherwise as a result of circumstances of Force Majeure. For the Parties fail to agree avoidance of doubt it is hereby expressly declared that the appointment of the arbitrator within 10 Working Days or, if the person appointed is unable only events which shall afford relief from liability for failure or unwilling to act, the arbitrator delay shall be appointed by the LCIA; and the arbitration proceedings shall take place in Londonany event qualifying for Force Majeure hereunder.

COMPLAINTS HANDLING AND RESOLUTION. The Supplier shall 17.1 If either Party receives a Complaint from a Client which it cannot resolve within 5 Working Days, it must notify the Authority of any complaint made by Other Contracting Bodiesother Party. If the Agency has received the complaint, which is not resolved by operation of it must provide in the Supplier’s usual complaints handling procedure within five (5) Working Days of becoming aware of that complaint and such notice shall contain full details of the Supplier's Agency’s plans to resolve such complaint. Without prejudice to any rights and remedies that a complainant may have at Law, including under this Framework Agreement, Call-Off Agreement and/or Lease Agreement, and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement or a Call-Off Agreement and/or Lease Agreement, the Supplier Complaint. 17.2 The Agency shall use its best endeavours work to resolve the Complaint within ten (10) 10 Working Days and in so doing, shall deal with Days. 17.3 At the complaint fully, expeditiously and fairly. Within two (2) Working Days request of a request by CCS or the AuthorityClient, the Supplier shall Agency shall, within 2 working days, provide CCS or the Client with full details of a complaint to the AuthorityComplaint, including details of steps taken to its resolution. DISPUTE RESOLUTION The Parties shall attempt in good faith to negotiate a settlement of resolve it. 17.4 If any dispute arises between them arising out of or the Parties in connection with this Framework Agreement Agreement, they must try to settle it within twenty (20) 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of dispute. This should include escalating the dispute to the Authority CCS Representative and the Supplier Representative. Agency Representative if necessary. 17.5 Nothing in this dispute resolution procedure shall will prevent the Parties from seeking from any court of competent jurisdiction an interim court order restraining the other Party from doing any act or compelling the other Party to do any act. . 17.6 The obligations of the Parties under this Framework Agreement shall will not be suspended, cease or be delayed by the reference of during a dispute to mediation or arbitration pursuant to this Clause 45 and the Supplier and its employees, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. dispute. 17.7 If the dispute cannot be resolved by the Parties pursuant to Clause 45.1within 20 Working Days, the Parties shall they must refer it to mediation pursuant to the procedure set out in Clause 45.5 mediation, unless the Authority CCS considers that the dispute is not suitable for resolution by mediation [or the Supplier does not agree to mediation]. . 17.8 If a dispute is referred to mediation mediation, the parties shall comply with the following provisions: Parties must: 17.8.1 appoint a neutral adviser or mediator (the “the Mediator”) shall be chosen by agreement between the ). Ideally, Parties orwill agree on this appointment, but if they are unable to agree upon a Mediator within ten (10) 10 Working Days after of the proposal to appoint a request by one Party to mediator, or the other or if the chosen 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, must apply to the CEDR Centre for Effective Dispute Resolution to appoint a Mediator; 17.8.2 meet with the Parties shall Mediator within ten (10) 10 Working Days of the appointment of the Mediator meet with him in order appointment, to agree a programme for the exchange of all how negotiations will take place and relevant information and the structure to will be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; unless exchanged. 17.9 Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings; if . 17.10 If the Parties reach a resolution, a written agreement on the resolution of the disputewill be produced for both Parties to sign. Once signed, the this agreement shall be reduced to writing and shall will be binding on both Parties. 17.11 If the Parties with effect from its signature by their duly authorised representatives; failing agreementfail to reach a resolution, either of the Parties Party may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall will be provided on a without prejudice basis and shall cannot be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of both Parties; and if . 17.12 If the Parties fail to reach agreement in the structured negotiations a resolution within sixty (60) 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any the dispute or difference between them may be referred to arbitration pursuant to Clause 45.6. If a dispute cannot be resolved by the Parties pursuant to Clause 45.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 45.7 arbitration, unless the Authority CCS considers that it is not suitable for resolution by arbitration. . 17.13 If a dispute is referred to arbitration arbitration, the Parties shall must comply with the following provisions: : 17.13.1 the arbitration shall will be governed by the provisions of the Arbitration Act 1996 and 1996 17.13.2 the LCIA London Court of International Arbitration (LCIA) procedural rules shall be applied will apply, and are deemed to be incorporated into this Framework Agreement (save that in the event of although if there is any conflict between those rules and this Framework Agreement, this Framework Agreement shall will prevail); 17.13.3 the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); 17.13.4 the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that Parties 17.13.5 if the Parties fail to agree on the appointment of the arbitrator within 10 Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; and LCIA will appoint an arbitrator, and 17.13.6 the arbitration proceedings shall take place in London.

COMPLAINTS HANDLING AND RESOLUTION. The Supplier shall 17.1 If either Party receives a Complaint from a Client which it cannot resolve within 5 Working Days, it must notify the Authority of any complaint made by Other Contracting Bodiesother Party. If the Agency has received the complaint, which is not resolved by operation of it must provide in the Supplier’s usual complaints handling procedure within five (5) Working Days of becoming aware of that complaint and such notice shall contain full details of the Supplier's Agency’s plans to resolve such complaint. Without prejudice to any rights and remedies that a complainant may have at Law, including under this Framework Agreement, Call-Off Agreement and/or Lease Agreement, and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement or a Call-Off Agreement and/or Lease Agreement, the Supplier Complaint. 17.2 The Agency shall use its best endeavours work to resolve the Complaint within ten (10) 10 Working Days and in so doing, shall deal with Days. 17.3 At the complaint fully, expeditiously and fairly. Within two (2) Working Days request of a request by CCS or the AuthorityClient, the Supplier shall Agency shall, within 2 working days, provide full CCS or the Client with details of a complaint to the AuthorityComplaint, including details of steps taken to its resolution. DISPUTE RESOLUTION The Parties shall attempt in good faith to negotiate a settlement of resolve it. 17.4 If any dispute arises between them arising out of or the Parties in connection with this Framework Agreement Agreement, they must try to settle it within twenty (20) 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of dispute. This should include escalating the dispute to the Authority CCS Representative and the Supplier Representative. Agency Representative if necessary. 17.5 Nothing in this dispute resolution procedure shall will prevent the Parties from seeking from any court of competent jurisdiction an interim court order restraining the other Party from doing any act or compelling the other Party to do any act. . 17.6 The obligations of the Parties under this Framework Agreement shall will not be suspended, cease or be delayed by the reference of during a dispute to mediation or arbitration pursuant to this Clause 45 and the Supplier and its employees, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. dispute. 17.7 If the dispute cannot be resolved by the Parties pursuant to Clause 45.1within 20 Working Days, the Parties shall they must refer it to mediation pursuant to the procedure set out in Clause 45.5 mediation, unless the Authority CCS considers that the dispute is not suitable for resolution by mediation [or the Supplier does not agree to mediation]. . 17.8 If a dispute is referred to mediation mediation, the parties shall comply with the following provisionsParties must:  appoint a neutral adviser or mediator (the “the Mediator”) shall be chosen by agreement between the ). Ideally, Parties orwill agree on this appointment, but if they are unable to agree upon a Mediator within ten (10) 10 Working Days after of the proposal to appoint a request by one Party to mediator, or the other or if the chosen Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from must apply to the date of the proposal Centre for Effective Dispute Resolution to appoint a Mediator or  meet with the Mediator within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to the CEDR to appoint a Mediator; the Parties shall within ten (10) 10 Working Days of the appointment of the Mediator meet with him in order appointment, to agree a programme for the exchange of all how negotiations will take place and relevant information and the structure to will be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; unless exchanged. 17.9 Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings; if . 17.10 If the Parties reach a resolution, a written agreement on the resolution of the disputewill be produced for both Parties to sign. Once signed, the this agreement shall be reduced to writing and shall will be binding on both Parties. 17.11 If the Parties with effect from its signature by their duly authorised representatives; failing agreementfail to reach a resolution, either of the Parties Party may invite the Mediator to provide a non-non- binding but informative opinion in writing. Such an opinion shall will be provided on a without prejudice basis and shall cannot be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of both Parties; and if . 17.12 If the Parties fail to reach agreement in the structured negotiations a resolution within sixty (60) 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any the dispute or difference between them may be referred to arbitration pursuant to Clause 45.6. If a dispute cannot be resolved by the Parties pursuant to Clause 45.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 45.7 arbitration, unless the Authority CCS considers that it is not suitable for resolution by arbitration. . 17.13 If a dispute is referred to arbitration arbitration, the Parties shall must comply with the following provisions:  the arbitration shall will be governed by the provisions of the Arbitration Act 1996 and ▇▇▇ ▇▇▇▇  the LCIA London Court of International Arbitration (LCIA) procedural rules shall be applied will apply, and are deemed to be incorporated into this Framework Agreement (save that in the event of although if there is any conflict between those rules and this Framework Agreement, this Framework Agreement shall will prevail); )  the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); )  the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that  if the Parties fail to agree on the appointment of the arbitrator within 10 Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; LCIA will appoint an arbitrator, and  the arbitration proceedings shall take place in London. 1. FRAMEWORK SCHEDULE 1:

COMPLAINTS HANDLING AND RESOLUTION. The Supplier shall 17.1 If either Party receives a Complaint from a Client which it cannot resolve within 5 Working Days, it must notify the Authority of any complaint made by Other Contracting Bodiesother Party. If the Agency has received the complaint, which is not resolved by operation of it must provide in the Supplier’s usual complaints handling procedure within five (5) Working Days of becoming aware of that complaint and such notice shall contain full details of the Supplier's Agency’s plans to resolve such complaint. Without prejudice to any rights and remedies that a complainant may have at Law, including under this Framework Agreement, Call-Off Agreement and/or Lease Agreement, and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement or a Call-Off Agreement and/or Lease Agreement, the Supplier Complaint. 17.2 The Agency shall use its best endeavours work to resolve the Complaint within ten (10) 10 Working Days and in so doing, shall deal with Days. 17.3 At the complaint fully, expeditiously and fairly. Within two (2) Working Days request of a request by CCS or the AuthorityClient, the Supplier shall Agency shall, within 2 working days, provide CCS or the Client with full details of a complaint to the AuthorityComplaint, including details of steps taken to its resolution. DISPUTE RESOLUTION The Parties shall attempt in good faith to negotiate a settlement of resolve it. 17.4 If any dispute arises between them arising out of or the Parties in connection with this Framework Agreement Agreement, they must try to settle it within twenty (20) 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of dispute. This should include escalating the dispute to the Authority CCS Representative and the Supplier Representative. Agency Representative if necessary. 17.5 Nothing in this dispute resolution procedure shall will prevent the Parties from seeking from any court of competent jurisdiction an interim court order restraining the other Party from doing any act or compelling the other Party to do any act. . 17.6 The obligations of the Parties under this Framework Agreement shall will not be suspended, cease or be delayed by the reference of during a dispute to mediation or arbitration pursuant to this Clause 45 and the Supplier and its employees, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. dispute. 17.7 If the dispute cannot be resolved by the Parties pursuant to Clause 45.1within 20 Working Days, the Parties shall they must refer it to mediation pursuant to the procedure set out in Clause 45.5 mediation, unless the Authority CCS considers that the dispute is not suitable for resolution by mediation [or the Supplier does not agree to mediation]. . 17.8 If a dispute is referred to mediation mediation, the parties shall comply with the following provisions: Parties must: 17.8.1 appoint a neutral adviser or mediator (the “the Mediator”) shall be chosen by agreement between the ). Ideally, Parties orwill agree on this appointment, but if they are unable to agree upon a Mediator within ten (10) 10 Working Days after of the proposal to appoint a request by one Party to mediator, or the other or if the chosen 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, must apply to the CEDR Centre for Effective Dispute Resolution to appoint a Mediator; 17.8.2 meet with the Parties shall Mediator within ten (10) 10 Working Days of the appointment of the Mediator meet with him in order appointment, to agree a programme for the exchange of all how negotiations will take place and relevant information and the structure to will be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; unless exchanged. 17.9 Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings; if . 17.10 If the Parties reach a resolution, a written agreement on the resolution of the disputewill be produced for both Parties to sign. Once signed, the this agreement shall be reduced to writing and shall will be binding on both Parties. 17.11 If the Parties with effect from its signature by their duly authorised representatives; failing agreementfail to reach a resolution, either of the Parties Party may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall will be provided on a without prejudice basis and shall cannot be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of both Parties; and if . 17.12 If the Parties fail to reach agreement in the structured negotiations a resolution within sixty (60) 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any the dispute or difference between them may be referred to arbitration pursuant to Clause 45.6. If a dispute cannot be resolved by the Parties pursuant to Clause 45.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 45.7 arbitration, unless the Authority CCS considers that it is not suitable for resolution by arbitration. . 17.13 If a dispute is referred to arbitration arbitration, the Parties shall must comply with the following provisions: : 17.13.1 the arbitration shall will be governed by the provisions of the Arbitration Act 1996 and 1996 17.13.2 the LCIA London Court of International Arbitration (LCIA) procedural rules shall be applied will apply, and are deemed to be incorporated into this Framework Agreement (save that in the event of although if there is any conflict between those rules and this Framework Agreement, this Framework Agreement shall will prevail); 17.13.3 the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); 17.13.4 the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that Parties 17.13.5 if the Parties fail to agree on the appointment of the arbitrator within 10 Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; and LCIA will appoint an arbitrator, and 17.13.6 the arbitration proceedings shall take place in London.

COMPLAINTS HANDLING AND RESOLUTION. The Supplier shall notify the Authority of any complaint made by Other Contracting Bodies, which is not resolved by operation of the Supplier’s usual complaints handling procedure within five (5) Working Days of becoming aware of that complaint and such notice shall contain full details of the Supplier's plans to resolve such complaint. Without prejudice to any rights and remedies that a complainant may have at Law, including under this Framework Agreement, Agreement or Call-Off Agreement and/or Lease Agreement, and without prejudice to any obligation of the Supplier to take remedial action under the provisions of this Framework Agreement or a Call-Off Agreement and/or Lease Agreement, the Supplier shall use its best endeavours to resolve the Complaint within ten (10) Working Days and in so doing, shall deal with the complaint fully, expeditiously and fairly. Within two (2) Working Days of a request by the Authority, the Supplier shall provide full details of a complaint to the Authority, including details of steps taken to its resolution. DISPUTE RESOLUTION The Parties shall attempt in good faith to negotiate a settlement of any dispute between them arising out of or in connection with this Framework Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Authority Representative and the Supplier Representative. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause 45 and the Supplier and its employees, personnel and associates shall comply fully with the requirements of this Framework Agreement at all times. If the dispute cannot be resolved by the Parties pursuant to Clause 45.1, the Parties shall refer it to mediation pursuant to the procedure set out in Clause 45.5 unless the Authority considers that the dispute is not suitable for resolution by mediation [or the Supplier does not agree to mediation]. If a dispute is referred to mediation the parties shall comply with the following provisions: a neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other 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 CEDR to appoint a Mediator; 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 considered appropriate, the Parties may at any stage seek assistance from the CEDR to provide guidance on a suitable procedure; unless otherwise agreed, 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; if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties with effect from its signature by their duly authorised representatives; 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; and if the Parties fail to reach agreement in the structured negotiations within sixty (60) 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 be referred to arbitration pursuant to Clause 45.6. If a dispute cannot be resolved by the Parties pursuant to Clause 45.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause 45.7 unless the Authority considers that it is not suitable for resolution by arbitration. If a dispute is referred to arbitration the Parties shall comply with the following provisions: the arbitration shall be governed by the provisions of the Arbitration Act 1996 and the LCIA procedural rules shall be applied and are deemed to be incorporated into this Framework Agreement (save that in the event of any conflict between those rules and this Framework Agreement, this Framework Agreement shall prevail); the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that the Parties fail to agree the appointment of the arbitrator within 10 Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; and the arbitration proceedings shall take place in London.