International Chamber of Commerce Dispute Board Rules Spanish Version

Scope of Application of the Rules 1 Dispute Boards constituted in accordance with the International Chamber of Commerce Rules for Dispute Boards (the "Rules") assist the Parties in avoiding or resolving their Disagreements and Disputes. They may assist the Parties (

• i)

  in avoiding Disagreements pursuant to Article 16, (

• ii)

  in resolving Disagreements through informal assistance in accordance with Article 17, or (

• iii)

  in resolving Disputes by issuing Conclusions in accordance with Article 18. 2 Dispute Boards are not arbitral tribunals and their Conclusions have no enforcement power as arbitral awards do. The Parties contractually accept to be bound by the Conclusions under certain specific conditions set forth in the Rules. In application of the Rules, the International Chamber of Commerce (the "ICC"), through its International Centre for ADR (the "Centre"), which is an independent administrative body within the ICC, may provide administrative services to the Parties. These services include the appointment of Dispute Board Members ("DB Members"), making decisions on challenges to DB Members, determination of DB Members' fees, and review of Conclusions.

Definitions In the Rules: (

• i)

  the term "Contract" means the agreement between the Parties that contains the provisions for the constitution of a Dispute Board in accordance with the Rules, or which is submitted to such provisions. (

• ii)

  the term "Conclusion" means a Recommendation or a Decision issued in writing by the Dispute Board as described in the Rules; (

• iii)

  the term "Disagreement" means any difference between the Parties arising from or related to the Contract that has not yet become a Dispute, including Disagreements subject to prevention under Article 16 of the Rules or to informal assistance in accordance with Article 17 of the Rules; (

• iv)

  the term "Dispute" means any Disagreement formally submitted to a Dispute Board for a Conclusion in accordance with the terms of the Contract and in accordance with Article 18 of the Rules; (v) the term "Dispute Board" ("DB") means a Dispute Review Board ("DRB"), a Dispute Adjudication Board ("DAB") or a Combined Dispute Board ("CDB"), composed of one, three or more DB Members; (vi) the term "Party" means a party to the Contract and, as the case may be, comprises one or more parties.

Agreement to Submit to the Rules 1 Unless otherwise agreed, the Parties shall constitute the DB at the time they enter into the Contract. The Parties shall specify whether the DB is a DRB, a DAB or a CDB. 2 The Parties shall cooperate with each other and with the DB in the application of the Rules.

Dispute Review Boards (DRB) 1 DRBs may assist the Parties in avoiding Disagreements, resolving them through informal assistance, and issuing Conclusions on Disputes in case of formal submission. In formal submissions, they issue Recommendations with respect to Disputes. 2 Upon receiving a Recommendation, the Parties may voluntarily comply with it but are not obliged to do so. 3 If neither Party has notified the other Party and the DRB in writing of its disagreement with a Recommendation within 30 days of its receipt, the Recommendation shall be final and binding upon the Parties. The Parties shall comply without delay with any Recommendation that has become final and binding, and agree not to challenge it, provided that such an agreement is not prohibited by applicable law. 4 If a Party fails to comply with a Recommendation when required to do so under this Article 4, the other Party may, without first having to resort to the DRB, submit this non-compliance to arbitration, if the Parties have so agreed, or, failing such agreement, to any competent court. A Party that fails to comply with a Recommendation when required to do so may not raise any issue on the merits of the Recommendation as a defense to its failure to comply promptly with the Recommendation. 5 A Party in disagreement with a Recommendation must, within 30 days of its receipt, submit to the other Party and the DRB a written notice stating its disagreement. Such notice may specify the reasons for the Party's disagreement, failing which the DRB may request the Party to explain briefly to it, as well as to the other Party, the reasons for its disagreement. 6 If a Party submits such a written notice stating its disagreement with the Recommendation, or if the DRB does not issue its Recommendation within the time limit provided in Article 22, or if the DRB is dissolved in accordance with the Rules before a Recommendation is issued with respect to a Dispute, such Dispute shall be finally resolved by arbitration, if the Parties have so agreed, or, failing such agreement, by any competent court.

Dispute Adjudication Boards (DAB) 1 DABs may assist the Parties in avoiding Disagreements, resolving them through informal assistance, and issuing Conclusions on Disputes in case of formal submission. In formal submissions, they issue Decisions with respect to Disputes. 2 A Decision is binding upon the Parties from the moment of its receipt. The Parties shall comply with it without delay even if there is a statement of disagreement in accordance with this Article 5. 3 The Parties agree that if neither Party submits a written notice to the other Party and the DAB stating its disagreement with the Decision within 30 days of its receipt, the Decision shall remain binding and shall become final. The Parties agree not to challenge a Decision that has become final, provided that such an agreement is not prohibited by applicable law. 4 If a Party fails to comply with a Decision issued under this Article 5, whether binding or both final and binding, the other Party may, without first having to resort to the DAB, submit this non-compliance to arbitration, if the Parties have so agreed, or, failing such agreement, to any competent court. A Party that fails to comply with a Decision may not raise any issue on the merits of the Decision as a defense to its failure to comply promptly with the Decision. 5 A Party in disagreement with a Decision must, within 30 days of its receipt, submit to the other Party and the DAB a written notice stating its disagreement. Such notice may specify the reasons for the Party's disagreement, failing which the DAB may request the Party to explain briefly to it, as well as to the other Party, the reasons for its disagreement. 6 If a Party submits such a written notice stating its disagreement with the Decision, or if the DAB does not issue its Decision within the time limit provided in Article 22, or if the DAB is dissolved in accordance with the Rules before a Decision is issued with respect to a Dispute, such Dispute shall be finally resolved by arbitration, if the Parties have so agreed, or, failing such agreement, by any competent court. Until the Dispute has been finally resolved by arbitration or otherwise, or unless the arbitral tribunal or judge decides otherwise, any Decision issued within the set time limit shall be complied with by the Parties.

Combined Dispute Boards (CDB) 1 CDBs may assist the Parties in avoiding Disagreements, resolving them through informal assistance, and issuing Conclusions on Disputes in case of formal submission. In formal submissions, they issue Recommendations with respect to Disputes in accordance with Article 4, but may issue Decisions in accordance with Article 5 as provided in paragraphs 2 and 3 of this Article 6. 2 If a Party requests a Decision with respect to a Dispute, and no other Party objects to it, the CDB shall issue a Decision. 3 If a Party requests a Decision and the other Party objects to it, the CDB shall definitively decide whether to issue a Recommendation or a Decision. In making this choice, the CDB shall take into consideration, without limitation, the following factors:

• •

  whether, for reasons of urgency or other relevant considerations, a Decision may facilitate performance of the Contract or prevent significant harm or prejudice to either Party;

• •

  whether a Decision can prevent interruption of the Contract;

• •

  whether a Decision is necessary to preserve evidence. 4 Any request to issue a Decision made by the Party referring the Dispute to the CDB shall appear in the Dispute Statement in accordance with Article 19. Any request made by the other Party shall be in writing, at the latest in the Reply provided for in Article 20.

Appointment of DB Members 1 The DB shall be constituted in accordance with the provisions of the Contract or, failing that, in accordance with the Rules. 2 When the Parties have agreed on the constitution of a DB in accordance with the Rules, but have not agreed on the number of DB Members, it shall consist of three members. 3 When the Parties have agreed that the DB shall consist of a sole member, they shall jointly appoint the sole DB Member. If the Parties have not appointed the sole DB Member within 30 days following the signature of the Contract or within 30 days following the start of any performance under the Contract, whichever is earlier, or within any other time limit agreed by the Parties, the Centre shall appoint, at the request of any Party, the sole DB Member. 4 When the DB consists of three Members, the Parties shall jointly appoint the first two DB Members. If the Parties have not appointed one or both of the DB Members within 30 days following the signature of the Contract or within 30 days following the start of any performance under the Contract, whichever is earlier, or within any other time limit agreed by the Parties, the Centre shall appoint, at the request of any Party, the two DB Members. 5 The third DB Member shall be proposed to the Parties by the first two DB Members within 30 days of the appointment of the second DB Member. If the Parties do not appoint the third DB Member proposed within the following 15 days of receiving the proposal, or if the first two DB Members do not propose the third DB Member, the third DB Member shall be appointed by the Centre at the request of any Party. The third DB Member shall exercise the functions of president of the DB, unless all DB Members agree, with the consent of the Parties, that another shall be president. 6 When a DB Member must be replaced due to death, resignation, termination of mandate or removal, the new DB Member shall be appointed in the same manner, mutatis mutandis, as the DB Member being replaced, unless otherwise agreed between the Parties. All measures taken by the DB prior to the replacement of the DB Member shall remain valid. When the DB consists of three Members or more and one of its Members must be replaced, the others shall continue to be DB Members. Until a DB Member is replaced, the other DB Members shall refrain from holding hearings or issuing Conclusions without the agreement of all Parties. 7 At the request of any Party, the Centre shall appoint any DB Member if it considers that such appointment is justified to ensure proper application of the Rules. 8 When appointing a DB Member, the Centre shall examine the candidate's qualifications, including, among others, his or her nationality, place of residence, language ability, education, qualifications and experience and his or her availability and suitability for performing the envisaged task. The Centre shall also take into account any observations, comments or requests expressed by the Parties. The Centre shall make all reasonable efforts to appoint a DB Member who has the qualifications that, as the case may be, have been agreed by all Parties.

Independence 1 All DB Members must be and remain impartial and independent from the Parties. 2 Any person proposed as a DB Member must sign a statement of acceptance, availability, impartiality and independence and disclose in writing to the Parties, to the other DB Members and to the Centre, when the latter must appoint such DB Member, any facts or circumstances that, from the perspective of the Parties, may call into question his or her independence, as well as any circumstance that could give rise to reasonable doubts as to his or her impartiality. 3 A DB Member shall immediately disclose in writing to the Parties and to the other DB Members any facts or circumstances of a nature similar to those referred to in Article 8(2) relating to his or her independence or impartiality that may arise during his or her mandate as a DB Member. 4 If any Party wishes to challenge a DB Member for reasons of alleged lack of impartiality, independence or for any other reason, the Party has a period of 15 days from knowledge of the facts giving rise to the challenge to submit to the Centre a request for challenge that includes a written statement of the facts in question. The Centre shall make a final decision on the request for challenge, after having given the challenged DB Member, the other DB Members and the other Party the opportunity to present their comments on it. 5 If the challenge to a DB Member is accepted, such DB Member shall immediately withdraw and the DB Member Contract entered into between him or her and the Parties, if any, shall be rescinded.

Operation of the DB and Confidentiality 1 By accepting their appointment, DB Members undertake to perform their functions in accordance with the Rules. 2 Unless otherwise agreed by the Parties or unless applicable law requires otherwise, any information obtained by a DB Member in the course of his or her activities within the DB shall be used by that DB Member solely for the purposes of the DB's activities and shall be treated as confidential by such DB Member. 3 Unless otherwise agreed in writing by all Parties, a DB Member shall not act and shall not have acted as a judge, arbitrator, expert, representative or advisor to any of the Parties in any judicial, arbitral or similar proceeding relating to the Contract.

DB Member Contract 1 Before the commencement of the DB's activities, each DB Member must sign a DB Member Contract with all Parties. If the DB consists of three Members or more, each DB Member Contract must contain substantive conditions that are identical to those of the other DB Member Contracts, unless otherwise agreed by the Parties and such DB Member. 2 At any time the Parties may jointly rescind the DB Member Contract of any DB Member without need to justify the reason and with immediate effect, and must pay the monthly management fees of that DB Member for a minimum period of three months following the rescission, unless otherwise agreed by the Parties and such DB Member. 3 At any time any DB Member may rescind the DB Member Contract by giving prior written notice to the Parties with a minimum of three months' notice, unless otherwise agreed by the Parties and such DB Member.

Duty of Information 1 The Parties shall fully cooperate with the DB and provide it with information in a timely manner. In particular, the Parties and the DB shall cooperate to ensure that, as soon as it has been constituted, the DB is fully informed about the Contract and its performance by the Parties. 2 The Parties shall ensure that the DB is kept informed of the performance of the Contract and of any Disagreement that may arise during the course of it, through progress reports, meetings and, if the nature of the Contract requires, site visits. 3 After consulting with the Parties, the DB shall inform them in writing of the nature, form and frequency of the progress reports that the Parties shall send to the DB. 4 If the DB so requests, the Parties shall provide it, during meetings and site visits, with appropriate working space, accommodation, means of communication and typing, as well as any office and computer equipment that enables the DB to perform its functions.

Meetings and Site Visits 1 At the commencement of its activities, after having consulted the Parties, the DB shall set a schedule of meetings and, if the nature of the Contract requires, site visits. The meetings and site visits shall be sufficiently frequent so that the DB remains informed of the performance of the Contract and of any Disagreement. Unless otherwise agreed by the Parties and the DB, when the nature of the Contract requires site visits, they shall take place at least three times per year. The Parties and the DB shall participate in all meetings and site visits, during which DB Members may have informal conversations with one or more representatives of the Parties. In the event a Party is absent, the DB may, nevertheless, decide that the meeting or visit should proceed. In the event a DB Member is absent, the DB may decide that the meeting or visit should proceed if the Parties agree or the DB so decides. 2 Site visits shall take place at the location or locations where the Contract is being performed. Meetings may be held at any location or by telephone or videoconference, as agreed by the Parties and the DB. In case of disagreement on where or how the meeting shall be held, this aspect shall be resolved by the DB after consulting the Parties. 3 During scheduled meetings or site visits, the DB shall discuss with the Parties the performance of the Contract and may assist them in avoiding Disagreements in accordance with Article 16 or provide informal assistance with respect to any Disagreement as set out in Article 17. 4 Either Party may request the holding of an urgent meeting or site visit in addition to the scheduled meetings and site visits. DB Members shall satisfy this request as soon as possible and shall make their best efforts to be available for urgent in-person meetings or site visits within 30 days of the request. 5 After each meeting or site visit, the DB shall draw up a report of the meeting or visit, including the list of persons present.

Written Notices or Communications; Time Limits 1 Any written notice or communication sent by a Party to the DB or by the DB to the Parties, together with any annexed documents and attachments, must be communicated simultaneously to all Parties and all DB Members at the address on file for each of them. 2 Written notices or communications shall be sent in the manner agreed between the Parties and the DB or in any other manner that allows the sender to retain a record of sending. 3 Any written notice or communication sent by a Party to the Centre must be communicated simultaneously to all Parties at the address on file for each of them. 4 A notice or communication shall be deemed to be made on the day it is received by the addressee or his or her representative, or on which it should have been received if sent in accordance with this Article 13. 5 Time limits specified in the Rules or set in accordance therewith shall commence on the day following that on which a communication or notice is deemed to be made as provided in the preceding paragraph. Should such day be a public holiday or non-working day in the country where the notice or communication is deemed to be made, the time limit shall be calculated from the first following working day. Public holidays and non-working days shall be included in the calculation of time limits. Should the last day of the time limit fall on a public holiday or non-working day in the country where the notice or communication is deemed to be made, the time limit shall expire at the end of the first following working day.

Commencement and Conclusion of the DB's Activities 1 The DB shall commence its activities once all DB Members and the Parties have signed the DB Member Contract or Contracts. 2 Unless otherwise agreed by the Parties, the DB shall cease its activities upon receipt of a notice from the Parties in which they inform of their joint decision to dissolve the DB. 3 A DB Member may resign from the DB at any time by giving prior written notice with three months' notice to the Parties, unless otherwise agreed in the DB Member Contract or Contracts. 4 Any Dispute arising after dissolution of the DB shall be finally resolved by arbitration, when the Parties have so agreed, or, failing such agreement, by any competent court.

Powers of the DB 1 The proceedings before the DB shall be governed by the Rules and, in the absence of provisions therein, by the rules that the Parties or, failing that, the DB determine. In particular, in the absence of agreement between the Parties in this respect, the DB is empowered, inter alia, to:

• •

  determine the language or languages of the proceedings before the DB, taking into account all relevant circumstances, including the language of the Contract;

• •

  require the Parties to provide any document that the DB deems necessary to accomplish its task;

• •

  convene meetings, site visits and hearings;

• •

  decide on procedural questions that arise during meetings, site visits or hearings;

• •

  question the Parties and their representatives, and any witness that they may call, in the order that the DB deems appropriate;

• •

  appoint one or more experts, with the agreement of the Parties;

• •

  issue a Conclusion even when a Party has not complied with a request from the DB;

• •

  decide on any interim relief, such as provisional or precautionary measures; and

• •

  take such measures as are necessary for the exercise of its functions as a DB. 2 Decisions of the DB relating to the rules governing the proceedings shall be taken by the sole DB Member or, if the DB consists of three Members or more, by a majority of votes. In the absence of a majority, the president of the DB shall decide alone. 3 The DB may take measures to protect trade secrets and confidential information. 4 When there are more than two Parties to the Contract, the application of the Rules may be adapted in the most appropriate manner to a situation of multiple parties, by agreement of all Parties or, failing such agreement, by the DB.

Prevention of Disputes If at any time, in particular during meetings or site visits, the DB believes that there may be a potential Dispute between the Parties, the DB may raise it with the Parties in order to encourage them to avoid the Dispute by themselves, without further involvement of the DB. In doing so, the DB may help the Parties to define the potential Dispute. The DB may suggest a specific process that could allow the Parties to avoid the Dispute, while making clear to the Parties that it is willing to provide informal assistance or to issue a Conclusion if they fail to avoid the Dispute by themselves.

Informal Assistance in Disputes 1 On its own initiative or at the request of one of the Parties and always with the agreement of all the Parties, the DB may, in an informal manner, help the Parties to resolve Disputes that may have arisen during the performance of the Contract. This informal assistance may be provided during any meeting or site visit. The Party proposing informal assistance from the DB should endeavor to inform the DB and the other Party with the greatest promptness before the date of the meeting or of the site visit during which the informal assistance is to be provided. 2 The DB's informal assistance may be carried out through a conversation between the DB and the Parties, one or more separate meetings between the DB and one of the Parties with the prior consent of all the Parties, informal opinions expressed by the DB to the Parties, a written note from the DB addressed to the Parties, or any other form of assistance that may help the Parties to resolve the Dispute. 3 When requested to issue a Conclusion relating to a Dispute in which it has provided informal assistance, the DB shall not be bound by the opinions formulated during its informal assistance, whether expressed orally or in writing, nor shall it take into account any information that was not made available to all the Parties.

Formal Submission for a Conclusion Any Party may formally submit, at any time, a Dispute to the DB for a Conclusion. From that moment, the Dispute becomes a Disagreement. During the formal submission, there shall be no informal conversations or separate meetings between any Member of the DB and any Party relating to any of the matters covered by the formal submission. The procedures set out below apply to formal submissions.

Statement of Claim 1 To submit a Disagreement to the DB, one of the Parties must present to the other and to the DB a concise written statement of the Disagreement (the "Statement of Claim"). The Statement of Claim must include:

• •

  a clear and concise description of the nature and circumstances of the Disagreement;

• •

  a list of the matters submitted to the DB for a Conclusion and a statement of the position of the requesting Party on these matters, including all relevant elements of fact or law;

• •

  relevant supporting evidence substantiating the position of the requesting Party such as documents, drawings, programs and correspondence;

• •

  a statement of the claims, together with the amount of any quantified claim and, to the extent possible, an estimate of the monetary value of any other claim;

• •

  any request for provisional or conservatory measures; and

• •

  in the case of a CDB, if the requesting Party wishes the CDB to issue a Decision, the request for a Decision and an indication of the reasons why this Party considers that the CDB should issue a Decision, rather than a Recommendation. 2 For all purposes, the date of receipt of the Statement of Claim by the sole Member of the DB or by the president of the DB, as the case may be, shall be deemed to be the date of commencement of the submission (the "Commencement Date"). 3 The Parties are free, at any time, to reach an agreement on the Disagreement through negotiation, with or without the assistance of the DB.

Response and Additional Documents 1 Unless the Parties agree otherwise or unless the DB directs otherwise, within 30 days following receipt of the Statement of Claim, the responding Party must respond in writing (the "Response"). The Response must include:

• •

  a clear and concise statement of the position of the responding Party with respect to the Disagreement;

• •

  relevant supporting evidence substantiating its position such as documents, drawings, programs and correspondence;

• •

  a statement of the matters for which the responding Party requests a Conclusion from the DB, including any request for provisional or conservatory measures;

• •

  in the case of a CDB, a response to the request for Decision submitted by the requesting Party or, if it has not requested one, any request for a Decision by the responding Party, including the reasons why this Party believes the CDB should issue the type of Conclusion it desires. 2 At any time the DB may request a Party to submit written statements or additional documents to assist the DB in preparing its Conclusion. The DB shall communicate each such request to the Parties in writing.

Organization and Conduct of Hearings 1 A hearing shall be held with respect to a Disagreement, unless the Parties and the DB agree otherwise. 2 Unless the DB directs otherwise, hearings shall be held within 15 days following receipt of the Response by the sole Member of the DB or by the president of the DB, as the case may be. 3 Hearings shall be held in the presence of all Members of the DB, unless the DB decides, in light of the circumstances and after consulting with the Parties, that it is appropriate to hold a hearing in the absence of one of the Members of the DB. Before the replacement of a Member of the DB, a hearing may only be held with the remaining Members of the DB subject to the agreement of all the Parties as provided in Article 7(6). 4 If any of the Parties refuses or abstains from participating in the DB procedure or in any stage of it, the DB may proceed notwithstanding such refusal or abstention. 5 The DB shall have full control of the hearings. 6 The DB shall act fairly and impartially and shall ensure that each Party has sufficient opportunity to present its case. 7 The Parties shall appear in person or through duly authorized representatives responsible for the performance of the Contract. They may also be assisted by advisors. 8 Unless the DB decides otherwise, the hearing shall proceed in the following manner:

• •

  presentation of the case, first by the requesting Party followed by the responding Party;

• •

  indication by the DB of the matters requiring further clarification;

• •

  clarification by the Parties of the matters identified by the DB;

• •

  response by each Party to the clarifications provided by the other Party, to the extent that such clarifications reveal new facts. 9 The DB may request the Parties to provide written summaries of their statements. 10 The DB may deliberate at any place it considers appropriate before issuing its Conclusion.

Time for Issuing a Conclusion 1 The DB shall issue its Conclusion promptly and, in any event, within 90 days following the Commencement Date defined in Article 19(2). Nevertheless, the DB may extend the time limit with the agreement of the Parties. In the absence of such agreement, the DB may, after consulting with the Parties, extend the time limit for the shortest period of time it considers necessary, provided, however, that the total duration of such extensions shall not exceed 20 days. When deciding on the extension of the time limit, the DB and the Parties shall take into consideration the nature and complexity of the Disagreement as well as other relevant circumstances. 2 If the Parties agree to submit Decisions to the Centre for review, the time limit for issuing a Decision shall be extended by the time required by the Centre to carry out the review. The Centre shall complete its review within 30 days following receipt of the Decision or payment of the registration fee provided for in Article 3 of Appendix II, whichever occurs last. Nevertheless, if an additional time period is required for such review, the Centre shall notify the DB and the Parties in writing, before the 30 days expire, specifying the new date by which the Centre will have completed its review.

Review of Decisions by the Centre When the Parties have elected to submit the Decisions of a DAB or of a CDB to the Centre for review, the DB shall submit its Decision to the Centre in draft form before signing it. Each Decision shall be accompanied by the registration fee provided for in Article 3 of Appendix II. The Centre may only order modifications as to the form of the Decision. The Decision may not be signed by the Members of the DB nor communicated to the Parties before its prior approval by the Centre.

Content of a Conclusion Conclusions shall state the date of their issuance and set out the determinations of the DB and the reasons on which they are based. Conclusions may also include the following elements, without limitation and without necessarily following the same order:

• •

  a summary of the Disagreement, the respective positions of the Parties and the Conclusion sought;

• •

  a summary of the relevant provisions of the Contract;

• •

  a chronology of the relevant facts;

• •

  a summary of the procedure followed by the DB; and

• •

  a list of the written statements and documents provided by the Parties during the procedure.

Issuance of the Conclusion Where the DB is composed of three or more Members, it shall endeavor to decide unanimously. Otherwise, the Members of the DB shall decide by majority. In the absence of a majority, the president of the DB shall issue a Conclusion by himself. The Member of the DB who does not agree with the Conclusion shall set out the reasons for his disagreement in a separate written document that does not form part of the Conclusion, but which is communicated to the Parties. The fact that a Member of the DB does not state reasons for his disagreement shall not prevent the issuance and effect of the Conclusion.

Correction and Interpretation of Conclusions 1 The DB may correct of its own motion any typographical, computational or similar error contained in the Conclusion, provided that such correction is submitted to the Parties within 30 days following the date of such Conclusion. 2 Either Party may request the DB to correct an error of the type provided for in Article 26(1) or to interpret a Conclusion. Such request shall be addressed to the DB within 30 days following the date of receipt of the Conclusion by that Party. After the sole Member of the DB or the president of the DB, as the case may be, has received such request, the DB shall grant the other Party a short time period from the date of receipt of such request by that Party to submit its comments. Any correction or interpretation made by the DB shall be issued within 30 days following the date of expiration of the time period granted to the other Party to submit its comments. However, the Parties may agree to an extension of the time period for issuance of corrections or interpretations. 3 If the DB issues a correction or an interpretation of the Conclusion, all time periods associated with the Conclusion shall begin to run again from the date of receipt by the Parties of the correction or the interpretation of the Conclusion.

Admissibility of Conclusions in Subsequent Proceedings Unless the Parties agree otherwise, a Conclusion, and any separate written document issued in accordance with Article 25, shall be admissible in any judicial or arbitral proceeding, provided that all parties to such proceeding were parties to the DB procedure during which the Conclusion was issued.

General Considerations 1 The Parties shall bear equally all fees and expenses of the Members of the DB, unless the Parties agree otherwise. 2 Unless the Parties agree otherwise, where there are three or more Members of the DB, all of them shall be treated in the same manner and shall receive in equal shares the same monthly management fees, as well as the same daily fees, for their work as Members of the DB. 3 Unless otherwise provided in the Member Contract(s) of the DB, fees shall be fixed for the first 24 months following the execution of the Member Contract(s) of the DB and shall thereafter be adjusted on the anniversary of the Member Contract(s) of the DB, in accordance with the provisions of such Contract(s). 4 If the Parties and the Members of the DB fail to reach an agreement on the fees of the Members of the DB, the Centre, at the request of a Party or a Member of the DB, shall fix such fees after consulting with the Parties and the Members of the DB. The Parties are bound by the determination of the Centre. The Members of the DB must accept the determination or reject the appointment.

Monthly Management Fees 1 Unless otherwise provided in the Member Contract(s) of the DB, each Member of the DB shall receive the monthly management fees provided for in the Member Contract(s) of the DB, which cover the following:

• •

  familiarization with the Contract and monitoring of its performance;

• •

  performance of management activities and coordination of the DB's operations;

• •

  review of progress reports in order to, inter alia, assess the progress of performance and identify potential Disputes;

• •

  review of all correspondence between the Parties copied to the DB;

• •

  availability to attend all meetings of the DB with the Parties, internal meetings of the DB and site visits; and

• •

  fixed general office overheads. 2 Unless otherwise provided in the Member Contract(s) of the DB, the monthly management fees shall be equivalent to three times the daily fees established in the Member Contract(s) of the DB; the monthly fees are payable from the date of execution of the Member Contract(s) of the DB and until the termination of such Contract(s), except as provided in Article 10(2).

Daily Fees Unless otherwise provided in the Member Contract(s) of the DB, each Member of the DB shall receive the daily fees established in the Member Contract(s) of the DB, which cover the time spent on the performance of the following activities:

• •

  meetings and site visits;

• •

  travel;

• •

  internal meetings of the DB;

• •

  review of documents submitted by the Parties related to proceedings before the DB;

• •

  work related to the prevention of a Dispute;

• •

  work related to informal assistance in case of Dispute; and

• •

  work related to formal submission for a Conclusion, including hearings.

Travel costs and other expenses 1 Unless otherwise stipulated in the DB Member Contract(s), reimbursement of airline travel expenses shall be based on executive class fares for the route between the DB Member's place of residence and the destination. Expenses incurred for hotels and meals during a trip shall be reimbursed at actual cost. 2 Unless otherwise stipulated in the DB Member Contract(s), expenses incurred by DB Members in the course of their work in respect of land transport, long-distance telephone calls, postal services, photocopies, postage, visas, etc. shall be reimbursed on the basis of actual cost.

Taxes and contributions 1 With the exception of value added tax (VAT), no other tax or contribution levied on the basis of services provided by a DB Member in the country of his or her residence or nationality shall be reimbursed by the Parties. 2 Taxes and fees required on the basis of such service provision by a country other than the DB Member's country of residence or nationality, as well as VAT where applicable, shall be reimbursed by the Parties.

Payment modalities 1 Unless otherwise agreed by the Parties, each DB Member shall invoice each Party for payment in the following manner: • monthly management fees shall be invoiced and paid quarterly in advance; • daily fees and travel expenses shall be invoiced and paid following each meeting, site visit, hearing or Conclusion. 2 Invoices from DB Members shall be paid within 30 days following receipt. 3 In the event of non-payment by one of the Parties of its share of fees and expenses within 30 days following receipt of an invoice from a DB Member, the latter, without prejudice to other rights it may have, may suspend its services 15 days after sending a suspension notice to the Parties and the other DB Members. Such suspension shall remain in effect until receipt of full payment of all outstanding amounts, plus simple interest at either the one-year LIBOR rate plus two percent, or the twelve-month prime lending rate in the currency agreed between the Parties and the DB Members. 4 In the event of non-payment by one of the Parties, when requested, of its share of fees and expenses to one of the DB Members, the other Party may, without waiving its rights, settle the outstanding payment. The Party making such payment has the right, without prejudice to other rights it may have, to require the owing Party to reimburse all amounts paid, plus, unless prohibited by applicable law, simple interest at either the one-year LIBOR rate plus two percent, or the twelve-month prime lending rate in the currency agreed between the Parties and the DB Members. 5 At the time of execution of the DB Member Contract, the Parties shall provide to the DB Member an invoice template which shall be used by DB Members for invoicing their fees and expenses. This template shall indicate the address for sending invoices, the required number of copies to be submitted, and, where necessary, the VAT number.

Administrative costs of the Centre 1 The administrative costs of the Centre include costs relating to each appointment of a DB Member, costs relating to each request for the Centre to fix the fees of DB Members, costs relating to each decision on the challenge of a DB Member and, when the Parties have agreed to submit the Decisions of a DAB or CDB to the Centre for review, costs relating to each review. 2 For each application for appointment of a DB Member submitted to the Centre, the latter shall receive the non-refundable amount set out in Article 1 of Appendix II. This amount represents the total cost of appointing a DB Member by the Centre. The Centre shall not proceed with the appointment before receiving the required payment. The cost of each appointment by the Centre shall be shared equally between the Parties. 3 For each decision relating to the challenge of a DB Member, the Centre shall fix the amount of administrative costs in an amount not exceeding the maximum amount indicated in Article 2 of Appendix II. This amount represents the total cost of the Centre's decision relating to the challenge of a DB Member. The Centre shall not issue any decision and the challenge shall have no effect until the Centre has received the administrative costs. The cost of each decision issued by the Centre shall be borne by the Party requesting the challenge. 4 When the Parties have agreed to review by the Centre of the Decisions of the DAB or CDB, the Centre shall fix an amount of administrative costs corresponding to the review of each Decision in an amount not exceeding the maximum amount indicated in Article 3 of Appendix II. This amount shall represent the total cost of review of a Decision by the Centre. The Centre shall not approve any Decision before receiving the administrative costs. The cost of review of each Decision shall be shared equally between the Parties. 5 For each request submitted to the Centre to fix the fees of the DB Members, the latter shall receive the non-refundable amount set out in Article 4 of Appendix II. This amount represents the total cost of the determination of the fees of the DB Members by the Centre. The Centre shall not fix the fees of the DB Members before receiving the required payment. The cost of the Centre's services for the establishment of the fees of the DB Members shall be shared equally between the Parties. 6 When one of the Parties does not pay its share of administrative costs of the Centre, the other Party is free to pay the entire amount of these administrative costs.

General provisions 1 If the Parties agreed to the application of the Rules after the date of entry into force of the ICC Rules of 2015 on Dispute Boards, it shall be deemed that they have agreed to the application of such version of the Rules, unless otherwise agreed between them. 2 The DB Members, the Centre, the ICC and its employees, the ICC National Committees and Groups and their employees and representatives shall not be liable, to any person, for facts, acts or omissions related to the DB procedure, except to the extent that such limitation of liability is prohibited by applicable law. 3 In all cases not expressly provided for in the Rules, the DB and the Centre shall proceed in accordance with the spirit of its provisions and the DB shall always endeavor to ensure that Conclusions are issued in accordance with the Rules.

Composition of the Standing Committee The Standing Committee shall be composed of a maximum of fifteen members (one president, three vice-presidents and up to eleven members) appointed by the ICC for a renewable term of three years.

Meetings The Standing Committee shall hold meetings convened by its president when necessary.

Functions and obligations of the Standing Committee 1 The Standing Committee shall advise the Centre on all aspects relating to the services provided by the Centre as set out in the Rules to help ensure the quality of these services. It shall also assist the Centre in examining the characteristics of DB Members to be appointed and in reviewing the Decisions of the DAB or CDB. 2 The Centre shall inform the members of the Standing Committee of all appointment requests and shall seek their advice. 3 The president shall make the final decision on the appointment of the DB Member. 4 The Standing Committee shall assist the Centre in its decisions concerning the challenge of a DB Member as provided in Article 8(4) of the Rules after having given the challenged DB Member, the other DB Members and the other Party the opportunity to present their comments thereon. 5 If the Parties agree to submit the Decisions of a DAB or CDB to the ICC for review, the Standing Committee shall assist the Centre in reviewing such Decisions as provided in Article 23 of the Rules. 6 When the Centre is requested to fix the fees of the DB Members in accordance with the Rules, it shall do so after consulting with the president of the Standing Committee. 7 In the absence of the president or, alternatively, at the request of the latter, one of the three vice-presidents shall be authorized by the Centre to perform the functions of the president, which include the making of decisions in accordance with these statutes.

Confidentiality The activities of the Standing Committee and the Centre are of a confidential nature, which must be respected by all those who participate therein, in any capacity.

Appointment of a DB Member Each application for appointment of a DB Member must be accompanied by a registration fee of USD 5,000 per DB Member to be appointed. The registration fee is not refundable. No application for appointment of a DB Member shall be processed unless accompanied by the required payment.

Challenge of a DB Member Each application for a decision relating to the challenge of a DB Member must be accompanied by a registration fee of USD 5,000. No application relating to the challenge of a DB Member shall be processed unless accompanied by the registration fee. The payment of this fee is not refundable and shall be credited against the administrative costs for a decision on a challenge. The Centre shall fix the administrative costs in an amount not exceeding the maximum sum of USD 10,000.

Review of the Decisions of a DAB or CDB Each application for review of a Decision of the DAB or CDB by the Centre must be accompanied by a registration fee of USD 5,000. No decision shall be reviewed unless accompanied by the required payment. The registration fee is not refundable and shall be credited against the administrative costs for the review of each Decision. The Centre shall fix the administrative costs in an amount not exceeding the maximum sum of USD 10,000.

Fixing of the fees of the DB Members Each application to the Centre to fix the fees of the DB Members must be accompanied by a registration fee of USD 5,000. The registration fee is not refundable. No application to the Centre to fix the fees of the DB Members shall be processed unless accompanied by the required payment.

Currency All amounts fixed by the Centre or in accordance with any of the Appendices of the Rules are payable in USD unless prohibited by law or unless the Centre decides otherwise, in which case the ICC may apply a different fee agreement in another currency.

Registration and notification of challenge 1 In accordance with Rule 11.1 of the Annex to the 2017 FIDIC DAB Procedural Rules, any challenge of a DAB Member shall be decided by the ICC and administered by the Centre (the "Challenge"). 2 A Challenge against a DAB Member, on the grounds of alleged lack of impartiality or independence or for any other reason, shall be filed by any party by submitting a written statement to the Centre within 21 days from knowledge of the facts and circumstances giving rise to the Challenge. 3 The Centre shall notify the other party or parties and the other DAB Members, if applicable, of the Challenge in writing once it has received a sufficient number of copies of the Challenge and once it has received the registration fee fixed in accordance with Article 4 of this Appendix.

Comments on the Challenge The Centre shall grant the challenged DAAB member, the other DAAB Members and the other Party the opportunity to submit their comments on the Challenge before a decision is made. Such comments shall be communicated to the parties and to the DAAB Members.

Decision on the Challenge 1 The provisions set forth in Appendix I shall apply mutatis mutandis to the Challenge of DAAB Members. 2 The Centre shall notify the decision on the Challenge directly to the challenging party, all DAAB Members and the other party. 3 The Decision on the Challenge shall be final and conclusive.

Costs Each request relating to the challenge of a DAAB Member must be accompanied by a registration fee of 5,000 US$. No request relating to the challenge of a DAAB Member shall be processed unless it is accompanied by the registration fee. Payment of this fee is non-refundable and shall be credited towards the administrative expenses for a decision on a challenge. The Centre shall fix the administrative expenses at an amount not exceeding the maximum sum of 15,000 US$.