ICC-2021 - Arbitration Rules (Spanish Version)

International Court of Arbitration 1 The International Court of Arbitration (the "Court") of the International Chamber of Commerce (the "ICC") is the independent arbitration body of the ICC. The statutes of the Court are those established in Appendix I. 2 The Court does not itself resolve disputes. It administers the resolution of disputes by arbitral tribunals, in accordance with the ICC Arbitration Rules (the "Rules"). The Court is the sole body authorized to administer arbitrations under the Rules, including the prior examination and approval of awards rendered in accordance with the Rules. The Court establishes its own internal rules, which are set forth in Appendix II (the "Internal Rules"). 3 The President of the Court (the "President") shall have the power to make urgent decisions on behalf of the Court, which shall be communicated to the Court at one of its next sessions. At the request of the President, in the absence of the President or when the President is unable to act, one of the Vice-Presidents shall have the same power. 4 In accordance with the Internal Rules, the Court may delegate to one or more committees composed of its members the power to make certain decisions, which shall be communicated to the Court at one of its next sessions. 5 The Court is assisted in its tasks by the Secretariat of the Court (the "Secretariat"), under the direction of its Secretary General (the "Secretary General").

Definitions In the Rules: (

• i)

  "arbitral tribunal" refers to one or more arbitrators. (

• ii)

  "claimant" and "respondent" refer to one or more claimants or respondents, and "additional party" refers to one or more additional parties. (

• iii)

  "party" or "parties" refer to claimants, respondents, or additional parties. (

• iv)

  "claim" or "claims" refer to any claim made by one party against any other party. (v) "award" refers, among others, to an interlocutory, partial, final or additional award.

Notifications or written communications; time limits 1 Unless otherwise provided in Articles 4(4)(b) and 5(3), all written submissions and other communications submitted by any of the parties, as well as all documents annexed to them, shall be sent to each party, each arbitrator and the Secretariat. Any notification or communication addressed by the arbitral tribunal to the parties shall also be sent in copy to the Secretariat. 2 All notifications or communications from the Secretariat and the arbitral tribunal shall be made to the last address of the recipient party or of its representative as communicated by it or by any other party. Such notifications or communications may be made by delivery against receipt, registered mail, courier service, email or by any other means of telecommunication that provides a record of sending. 3 A notification or communication shall be deemed to have been made on the date on which it was received by the recipient party or by its representative, or on the date on which it should have been received if it had been made in accordance with Article 3(2). 4 The time limits specified in the Rules or fixed in accordance with them shall begin to run on the day following the date on which a communication or notification is deemed to have been made in accordance with Article 3(3). In the event that such day is a holiday or non-working day in the country where the notification or communication is deemed to have been made, the time limit shall be computed from the first following working day. Holidays and non-working days shall be included in the computation of time limits. In the event that the last day of the time limit falls on a holiday or non-working day in the country where the notification or communication is deemed to have been made, the time limit shall expire at the end of the first following working day.

Request for Arbitration 1 The party wishing to resort to arbitration in accordance with the Rules shall submit its Request for Arbitration (the "Request") to the Secretariat, at any of the offices specified in the Internal Rules. The Secretariat shall notify the claimant and respondent of receipt of the Request and the date of receipt. 2 For all purposes, the date of receipt of the Request by the Secretariat shall be considered as the date of commencement of the arbitration. 3 The Request shall contain the following information:

• a)

  the full name, description, address and other contact information of each of the parties;

• b)

  the full name, address and other contact information of any person representing the claimant in the arbitration;

• c)

  a description of the nature and circumstances of the dispute giving rise to the claims and the grounds upon which the claims are based;

• d)

  an indication of the relief sought, together with the amount of any quantified claim and, to the extent possible, an estimate of the monetary value of any other claim;

• e)

  any relevant agreement and, in particular, the arbitration agreement or agreements;

• f)

  when claims are made under more than one arbitration agreement, an indication of the arbitration agreement under which each claim is made;

• g)

  any relevant indication and any observations or proposals relating to the number of arbitrators and their selection in accordance with Articles 12 and 13, as well as the designation of the arbitrator required therein; and h) any relevant indication and any observations or proposals relating to the seat of the arbitration, the applicable rules of law and the language of the arbitration. The claimant may submit with the Request any documents or information it considers appropriate or that may assist in the efficient resolution of the dispute. 4 With the Request, the claimant shall: a) make payment of the registration fee set in Appendix III ("Costs of Arbitration and Fees") in force on the date of submission of the Request; and b) submit a sufficient number of copies of the Request for each of the other parties, each arbitrator and the Secretariat when the claimant requests transmission by delivery against receipt, registered mail or courier service. If the claimant fails to comply with any of these requirements, the Secretariat may set a time limit for the claimant to comply; if the claimant fails to do so by the expiration of that time limit, the file shall be closed without prejudice to the claimant's right to submit the same claims at a later date in a new Request. 5 The Secretariat, once it has received a sufficient number of copies of the Request and the registration fee, shall transmit the Request and the documents annexed to it to the respondent for its Answer.

Answer to the Request; counterclaim 1 Within 30 days following receipt of the Request sent by the Secretariat, the respondent shall submit an Answer (the "Answer") which shall contain the following information:

• a)

  its full name, description, address and other contact information;

• b)

  the full name, address and other contact information of any person representing the respondent in the arbitration;

• c)

  its comments on the nature and circumstances of the dispute giving rise to the claims and the grounds on which the claims are based;

• d)

  its position on the claimant's claims;

• e)

  any observations or proposals relating to the number of arbitrators and their selection in light of the proposals made by the claimant and in accordance with Articles 12 and 13, as well as the designation of arbitrator required therein; and f) any observations or proposals relating to the seat of the arbitration, the applicable rules of law and the language of the arbitration. The respondent may submit with the Answer any documents or information it considers appropriate or that may assist in the efficient resolution of the dispute. 2 The Secretariat may grant the respondent an extension of the time limit for submitting the Answer, provided that the request for extension contains the respondent's observations and proposals relating to the number of arbitrators and their selection and, when necessary in accordance with Articles 12 and 13, the designation of an arbitrator. If the respondent fails to request such extension, the Court shall proceed in accordance with the Rules. 3 The Answer shall be submitted in a sufficient number of copies for each of the other parties, each arbitrator and the Secretariat when the respondent requests transmission by delivery against receipt, registered mail or courier service. 4 The Secretariat shall communicate the Answer and the documents annexed to it to all other parties. 5 Any counterclaim filed by the respondent shall be presented with the Answer and shall contain:

  • a)

    a description of the nature and circumstances of the dispute giving rise to the counterclaim and the grounds upon which the counterclaim is based;

  • b)

    an indication of the relief sought together with the amount of any quantified counterclaim and, to the extent possible, an estimate of the monetary value of any other counterclaim;

  • c)

    any relevant agreement and, in particular, the arbitration agreement or agreements; and d) when counterclaims are made under more than one arbitration agreement, an indication of the arbitration agreement under which each counterclaim is made. The respondent may submit with the counterclaim any documents or information it considers appropriate or that may assist in the efficient resolution of the dispute. 6 Within 30 days following receipt of the counterclaim communicated by the Secretariat, the claimant shall submit a reply. Prior to delivery of the file to the arbitral tribunal, the Secretariat may grant the claimant an extension of the time limit for submitting the reply.

Effects of Arbitration Agreement 1 When the parties have agreed to submit to arbitration under the Rules, they submit, by that fact alone, to the Rules in force on the date of commencement of the arbitration unless they have agreed to submit to the Rules in force on the date of the arbitration agreement. 2 By agreeing to submit to arbitration under the Rules, the parties accept that the arbitration be administered by the Court. 3 If a party against whom a claim has been made fails to submit an Answer, or if any of the parties raises one or more objections relating to the existence, validity or scope of the arbitration agreement or to whether all claims made in the arbitration may be determined jointly in a single arbitration, the arbitration shall proceed and any question of jurisdiction or as to whether the claims may be determined jointly in such arbitration shall be decided directly by the arbitral tribunal, unless the Secretary General refers the matter to the Court for decision in accordance with Article 6(4). 4 In all cases referred to the Court under Article 6(3), the Court shall decide whether and to what extent the arbitration shall proceed. The arbitration shall proceed if and to the extent that the Court is satisfied, prima facie, that there may be a possible arbitration agreement in accordance with the Rules. In particular: (i) when there are more than two parties to the arbitration, the arbitration shall proceed between those parties, including any additional party that has been incorporated in accordance with Article 7(1), with respect to which the Court is satisfied, prima facie, of the possible existence of an arbitration agreement in accordance with the Rules binding all of them; and (ii) when claims are made in accordance with Article 9 under more than one arbitration agreement, the arbitration shall proceed in relation to those claims with respect to which the Court is satisfied, prima facie, that (a) there may be a possible compatibility between the arbitration agreements under which such claims are made, and (b) there may be a possible agreement between the parties to the arbitration that such claims may be determined jointly in a single arbitration. The Court's decision under Article 6(4) shall not prejudge the admissibility or merits of the objection or objections of any of the parties. 5 In all cases decided by the Court under Article 6(4), any decision relating to the jurisdiction of the arbitral tribunal, except in relation to parties or claims with respect to which the Court decides that the arbitration shall not proceed, shall be made by the arbitral tribunal itself. 6 When the parties are notified of the Court's decision in accordance with Article 6(4) that the arbitration cannot proceed in relation to all or some of the parties, they retain the right to request a decision from any competent court as to whether or not, and with respect to which of them, there is an arbitration agreement binding them. 7 When the Court has decided in accordance with Article 6(4) that the arbitration cannot proceed in relation to any of the claims, that decision shall not prevent a party from reintroducing the same claim at a later date in other proceedings. 8 If any of the parties refuses or abstains from participating in the arbitration or in any stage thereof, the arbitration shall proceed notwithstanding such refusal or abstention. 9 Unless otherwise agreed and provided that the validity of the arbitration agreement has been admitted, the arbitral tribunal shall not lose jurisdiction by reason of any alleged nullity or non-existence of the contract. The arbitral tribunal shall retain its jurisdiction, even in case of non-existence or nullity of the contract, to determine the respective rights of the parties and to decide their claims and counterclaims.

Incorporation of Additional Parties 1 A party wishing to incorporate an additional party to the arbitration shall submit its request for arbitration against the additional party (the "Request for Incorporation") to the Secretariat. For all purposes, the date on which the Request for Incorporation is received by the Secretariat shall be considered as the date of commencement of the arbitration against the additional party. Any incorporation shall be subject to the provisions of Articles 6(3)-6(7) and 9. Unless agreed otherwise by all parties, including the additional party, or as provided in Article 7(5), no additional party may be incorporated after the confirmation or appointment of any arbitrator. The Secretariat may set a time limit for the submission of the Request for Incorporation. 2 The Request for Incorporation shall contain the following information:

• a)

  a reference to the existing arbitration;

• b)

  the full name, description, address and other contact information of each of the parties, including the additional party; and c) the information specified in Article 4(3) subparagraphs c), d), e) and f). The party submitting the Request for Incorporation may submit with it any documents or information it considers appropriate or that may assist in the efficient resolution of the dispute. 3 The provisions of Articles 4(4) and 4(5) shall apply, mutatis mutandis, to the Request for Incorporation. 4 The additional party shall submit an Answer in accordance, mutatis mutandis, with the provisions of Articles 5(1)-5(4). The additional party may make claims against any other party in accordance with the provisions of Article 8. 5 Any Request for Incorporation made after the confirmation or appointment of any arbitrator shall be decided by the arbitral tribunal once constituted, and shall be subject to the additional party's acceptance of the constitution of the arbitral tribunal and its consent to the Terms of Reference, where applicable. In deciding on such Request for Incorporation, the arbitral tribunal shall take into account all relevant circumstances, such as whether the arbitral tribunal has, prima facie, jurisdiction over the additional party, the timing of the Request for Incorporation, possible conflicts of interest and the effects of the incorporation on the arbitral proceedings. Any decision to incorporate an additional party shall be made without prejudice to the decision of the arbitral tribunal on its jurisdiction over that party.

Claims in Case of Multiple Parties 1 In an arbitration with multiple parties, any party may make claims against any other party, without prejudice to the provisions of Articles 6(3) – 6(7) and 9 and provided that no new claim is made after the signature or approval of the Terms of Reference without authorization of the arbitral tribunal in accordance with Article 23(4). 2 Any party making a claim in accordance with Article 8(1) shall provide the information specified in Article 4(3) subparagraphs c), d), e) and f). 3 The following provisions shall apply, mutatis mutandis, to all claims made prior to delivery of the file to the arbitral tribunal by the Secretariat in accordance with Article 16: Article 4(4) subparagraph b); Article 4(5); Article 5(1) except subparagraphs a), b), e) and f); Article 5(2); Article 5(3) and Article 5(4). After such delivery, the arbitral tribunal shall determine the procedure for making a claim.

Multiple Contracts Without prejudice to the provisions of Articles 6(3) - 6(7) and 23(4), claims arising from, or in connection with, more than one contract may be made in a single arbitration, regardless of whether such claims are made under one or more arbitration agreements under the Rules.

Consolidation of Arbitrations The Court may, at the request of a party, consolidate two or more pending arbitrations under the Rules into a single arbitration, when: a) the parties have agreed to consolidation; or b) all claims in the arbitrations are made under the same arbitration agreement or agreements; or c) the claims in the arbitrations are not made under the same arbitration agreement or agreements, but the arbitrations are between the same parties, the disputes in the arbitrations arise in connection with the same legal relationship, and the Court considers that the arbitration agreements are compatible. In deciding on consolidation, the Court may take into account any circumstance it considers relevant, including whether one or more arbitrators have been confirmed or appointed in more than one arbitration and, if so, whether the same or different persons have been confirmed or appointed. When arbitrations are consolidated, they shall be consolidated in the arbitration that commenced first, unless all parties agree otherwise.

General Provisions 1 Every arbitrator must be and remain impartial and independent of the parties to the arbitration. 2 Before appointment or confirmation, the person proposed as arbitrator must sign a statement of acceptance, availability, impartiality and independence. The person proposed as arbitrator must disclose in writing to the Secretariat any facts or circumstances that, from the perspective of the parties, might cast doubt on his or her independence, as well as any circumstances that could give rise to reasonable doubts about his or her impartiality. The Secretariat shall communicate such information in writing to the parties and set a time limit for them to make their comments. 3 The arbitrator must disclose immediately and in writing, both to the Secretariat and to the parties, any facts or circumstances of a similar nature to those referred to in Article 11(2) relating to his or her impartiality or independence that may arise during the arbitration. 4 The Court's decisions relating to the appointment, confirmation, challenge or replacement of an arbitrator shall be final. 5 An arbitrator, by accepting his or her appointment, undertakes to perform his or her duties until completion in accordance with the Rules. 6 Unless otherwise agreed by the parties, the arbitral tribunal shall be constituted in accordance with Articles 12 and 13. 7 In order to assist prospective arbitrators and arbitrators in fulfilling their obligations under Articles 11(2) and 11(3), each party must promptly inform the Secretariat, the arbitral tribunal and the other parties of the existence and identity of any third party that has agreed to finance claims or defenses, under which arrangement such third party has an economic interest in the outcome of the arbitration.

Constitution of the Arbitral Tribunal Number of Arbitrators 1 Disputes shall be resolved by a sole arbitrator or by three arbitrators. 2 When the parties have not agreed on the number of arbitrators, the Court shall appoint a sole arbitrator, unless the Court considers that the dispute warrants the appointment of three arbitrators. In that case, the claimant shall designate an arbitrator within 15 days following receipt of notification of the Court's decision, and the respondent shall designate an arbitrator within 15 days following receipt of notification of the appointment made by the claimant. If a party fails to designate an arbitrator, the appointment shall be made by the Court. Sole Arbitrator 3 When the parties have agreed that the dispute shall be resolved by a sole arbitrator, they may jointly appoint such arbitrator for confirmation. If the parties have not appointed the arbitrator within 30 days following receipt of the claimant's Request by the other party or parties, or within any additional time period granted by the Secretariat for that purpose, the sole arbitrator shall be appointed by the Court. Three Arbitrators 4 When the parties have agreed that the dispute shall be resolved by three arbitrators, each party shall, in the Request and in the Answer, respectively, designate an arbitrator for confirmation. If a party fails to designate an arbitrator, the appointment shall be made by the Court. 5 When the dispute is to be decided by three arbitrators, the third arbitrator, who shall act as President of the arbitral tribunal, shall be appointed by the Court unless the parties have agreed on another procedure for his or her appointment; in such case, the appointment shall be subject to confirmation in accordance with Article 13. If such procedure does not result in an appointment within a period of 30 days from the confirmation or appointment of the co-arbitrators, or within any other time period agreed by the parties or fixed by the Court, the Court shall appoint the third arbitrator. 6 In case of multiple claimants or multiple respondents, if the dispute is to be decided by three arbitrators, the claimants, jointly, and the respondents, jointly, shall designate an arbitrator for confirmation as provided in Article 13. 7 When an additional party has been incorporated (Article 7(1)), and when the dispute is to be decided by three arbitrators, the additional party may, jointly with the claimant(s) or with the respondent(s), designate an arbitrator for confirmation in accordance with Article 13 and without prejudice to the provisions of Article 7(5). 8 In the absence of joint designation as provided in Articles 12(6) or 12(7) and if the parties have been unable to agree on the method for constituting the arbitral tribunal, the Court may appoint each member of the tribunal and shall designate one of them to act as President. In such cases, the Court shall be free to choose any person it considers appropriate to act as arbitrator, applying, if it deems it appropriate, the provisions of Article 13. 9 Notwithstanding any agreement by the parties on the method of constituting the arbitral tribunal, the Court may, in exceptional circumstances, appoint each member of the arbitral tribunal in order to avoid a considerable risk of unequal and unjust treatment that could affect the validity of the award.

Appointment and Confirmation of Arbitrators 1 In appointing or confirming arbitrators, the Court shall take into account the nationality, residence and any other relationship that the arbitrator may have with the countries of which the parties or the other arbitrators are nationals, as well as his or her availability and fitness to conduct the arbitration in accordance with the Rules. The Secretary General shall proceed in the same manner when it is his or her responsibility to confirm an arbitrator as provided in Article 13(2). 2 The Secretary General may confirm as co-arbitrators, sole arbitrators and presidents of arbitral tribunals those persons designated by the parties or in accordance with an agreement by the parties, provided that the statements they have signed contain no reservations regarding their impartiality or independence or, if the statement contains such a reservation, it has not been objected to by any party. Such confirmation shall be communicated to the Court at one of its next sessions. If the Secretary General considers that a co-arbitrator, sole arbitrator or president of arbitral tribunal should not be confirmed, the matter shall be submitted to the Court for decision. 3 When it is the Court's responsibility to appoint an arbitrator, it shall make such appointment on the basis of a proposal that it shall request from an ICC National Committee or Group that it considers appropriate. If the Court does not accept such proposal, or if the National Committee or Group does not submit the requested proposal within the time limit set by the Court, the Court may reiterate the request, request a proposal from another National Committee or Group that it considers appropriate, or appoint directly any person it considers appropriate. 4 The Court may also appoint directly to act as arbitrator any person it considers appropriate when:

• a)

  one or more of the parties is a State or may be considered as a state entity;

• b)

  the Court considers it would be appropriate to appoint an arbitrator of a country or territory where there is no National Committee or Group; or c) the President certifies to the Court the existence of circumstances which, in the opinion of the President, make direct appointment necessary and appropriate. 5 When the Court is to appoint the sole arbitrator or the President of the arbitral tribunal, such sole arbitrator or President shall be of a nationality different from that of the parties. However, in appropriate circumstances and provided no party objects within the time limit set by the Secretariat, the sole arbitrator or President of the arbitral tribunal may be of the nationality of one of the parties. 6 Whenever the arbitration agreement on which the arbitration is based derives from a treaty, and unless the parties agree otherwise, no arbitrator shall have the same nationality as any of the parties to the arbitration.

Challenge of Arbitrators 1 The request to challenge an arbitrator, based on an allegation of lack of impartiality or independence or for any other reason, shall be submitted to the Secretariat in a written statement setting out the facts and circumstances on which the request is based. 2 To be admissible, the request to challenge must be submitted by the interested party within 30 days following receipt of the notification of the appointment or confirmation of the arbitrator, or within 30 days following the date on which the party was informed of the facts and circumstances on which it bases its request, if such date is later than receipt of the said notification. 3 The Court shall decide on the admissibility and, at the same time and if necessary, on the merits of the request to challenge, after the Secretariat has given the arbitrator in question, the other party or parties and, if applicable, the other members of the arbitral tribunal the opportunity to submit their written comments within an appropriate time period. Such comments shall be communicated to the parties and the arbitrators.

Replacement of Arbitrators 1 An arbitrator shall be replaced if he or she dies, if his or her resignation or challenge is accepted by the Court, or if the Court accepts a request from all parties to that effect. 2 An arbitrator shall also be replaced, at the initiative of the Court, if the Court decides that there exists a legal or de facto impediment to the performance of his or her duties, or that the arbitrator is not fulfilling those duties in accordance with the Rules or within the established time limits. 3 When, on the basis of information that has come to its knowledge, the Court contemplates the possibility of applying Article 15(2), it shall decide on the matter after the arbitrator in question, the parties and, if applicable, the other members of the arbitral tribunal have been given the opportunity to submit their written comments within an appropriate time period. Such comments shall be communicated to the parties and the arbitrators. 4 In the event of replacement of an arbitrator, the Court shall decide, in its discretion, whether or not to follow the original appointment procedure. Once reconstituted, the arbitral tribunal shall decide, after having invited the parties to submit their observations, whether and to what extent the previous proceedings shall be repeated. 5 After the case is closed, instead of replacing an arbitrator who has died or been removed by the Court as provided in paragraphs 1 or 2 of Article 15, the Court may decide, when it considers it appropriate, that the remaining arbitrators continue with the arbitration. In making that decision, the Court shall take into account the opinion of the remaining arbitrators and of the parties, as well as any other matter it considers relevant in the circumstances.

Delivery of file to arbitral tribunal. The Secretariat shall deliver the file to the arbitral tribunal as soon as it is constituted, provided that the provision for costs required by the Secretariat at this stage of the proceedings has been paid.

Representation of parties. 1 Each party shall promptly inform the Secretariat, the arbitral tribunal and the other parties of any changes in its representation. 2 The arbitral tribunal may, once constituted and after giving the parties an opportunity to present written comments within an appropriate time limit, take any measures necessary to avoid a conflict of interest of an arbitrator as a result of a change in the representation of a party, including excluding new party representatives from participation in all or part of the arbitral proceedings. 3 At any time after arbitration has commenced, the arbitral tribunal or the Secretariat may require any party representative to prove their representation.

Seat of arbitration. 1 The seat of arbitration shall be fixed by the Court unless the parties have agreed otherwise. 2 Unless the parties have agreed otherwise, the arbitral tribunal, after consulting with them, may hold hearings and meetings at any place it considers appropriate. 3 The arbitral tribunal may deliberate at any place it considers appropriate.

Rules applicable to the procedure. The proceedings before the arbitral tribunal shall be governed by these Rules and, in the absence of any provision herein, by such rules as the parties or, failing agreement between them, the arbitral tribunal may determine, with or without reference to the procedural law of a national legal system to be applied in the arbitration.

Language of the arbitration. In the absence of agreement between the parties, the arbitral tribunal shall determine the language or languages of the arbitration, taking into account any relevant circumstances, including the language of the contract.

Rules of law applicable to the merits. 1 The parties may agree freely on the rules of law to be applied by the arbitral tribunal to the merits of the dispute. In the absence of any such agreement, the arbitral tribunal shall apply the rules of law which it considers appropriate. 2 The arbitral tribunal shall take account of the provisions of the contract, if any, concluded between the parties and any relevant trade usages. 3 The arbitral tribunal shall have the power of an amiable compositeur or decide ex aequo et bono only if the parties have expressly authorized it to do so.

Conduct of the arbitration. 1 The arbitral tribunal and the parties shall make every effort to conduct the arbitration in an expeditious and cost-effective manner, taking into account the complexity and value of the dispute. 2 In order to ensure the effective conduct of the case, the arbitral tribunal, after consulting with the parties, shall adopt the procedural measures it considers appropriate, provided that they are not contrary to any agreement of the parties. Such measures may include one or more of the case management techniques described in Appendix IV. 3 At the request of any party, the arbitral tribunal may issue orders on the confidentiality of the arbitral proceedings or any other matter relating to the arbitration and may take measures to protect trade secrets or industrial information and confidential information. 4 In all cases, the arbitral tribunal shall act fairly and impartially and ensure that each party has a full opportunity to present its case. 5 The parties undertake to comply with any order issued by the arbitral tribunal.

Terms of Reference. 1 As soon as it receives the file from the Secretariat, the arbitral tribunal shall draw up, on the basis of documents and in the presence of the parties and taking account of their latest submissions, a document setting out its terms of reference. This document shall include in particular:

• a)

  the full name, description, address and other contact information of each of the parties and of any person representing them in the arbitration;

• b)

  the address for service of notices or communications during the arbitration;

• c)

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

• d)

  unless the arbitral tribunal considers it inappropriate, a list of issues to be resolved;

• e)

  the full names, address and other contact information of each of the arbitrators;

• f)

  the seat of the arbitration; and g) particulars concerning the applicable rules of procedure and, where appropriate, mention of the powers conferred upon the arbitral tribunal to act as amiable compositeur or to decide ex aequo et bono. 2 The Terms of Reference shall be signed by the parties and by the arbitral tribunal. Within 30 days from the date on which it receives the file, the arbitral tribunal shall transmit to the Court the Terms of Reference signed by the parties and by the arbitral tribunal. The Court may, at the reasoned request of the arbitral tribunal or, if it deems it necessary, of its own motion, extend this time limit. 3 If one of the parties refuses to participate in drawing up the Terms of Reference, or does not sign it, the Terms of Reference shall be submitted to the Court for approval. As soon as the Terms of Reference are signed as provided in Article 23(2) or approved by the Court, the arbitration shall proceed. 4 Once the Terms of Reference are signed or approved by the Court, no party may raise claims beyond the limits set therein, except with the authorization of the arbitral tribunal, which, in deciding whether to allow such claims, shall take into account the nature of the new claims, the stage of the arbitration and all other relevant circumstances.

Conference on the conduct of the proceedings and procedural schedule. 1 When preparing the Terms of Reference or as soon as possible thereafter, the arbitral tribunal shall hold a conference with the parties on the conduct of the proceedings to consult with the parties on the procedural measures that could be adopted in accordance with Article 22(2). 2 During such conference or as soon as possible thereafter, the arbitral tribunal shall establish the procedural schedule it intends to follow for the efficient conduct of the arbitration. The procedural schedule and any modification thereof shall be communicated to the Court and to the parties. 3 In order to ensure the effective conduct of the proceedings on an ongoing basis, the arbitral tribunal may adopt new procedural measures or modify the procedural schedule after consulting the parties by holding a new conference on the conduct of the proceedings or in any other manner. 4 Conferences on the conduct of the proceedings may be held by in-person meeting, videoconference, telephone or other similar means of communication. In the absence of agreement between the parties, the arbitral tribunal shall determine the manner in which the conference shall be held. The arbitral tribunal may request the parties to submit proposals for the conduct of the proceedings in advance of a conference on the conduct of the proceedings, and may request the presence of the parties in person or through an in-house representative.

Establishment of the facts. 1 The arbitral tribunal shall establish the facts of the case by whatever means it considers appropriate. 2 The arbitral tribunal may decide to hear witnesses, experts appointed by the parties or any other person, in the presence of the parties, or in their absence, provided that they have been duly summoned. 3 The arbitral tribunal, after consulting with the parties, may appoint one or more experts, define their terms of reference and receive their reports. At the request of any party, the parties shall have the opportunity to question at a hearing any expert appointed by the arbitral tribunal. 4 The arbitral tribunal, after consulting with the parties, may appoint one or more experts, define their terms of reference and receive their reports. At the request of any party, the parties shall have the opportunity to question at a hearing any expert appointed by the arbitral tribunal. 5 At any time during the arbitral proceedings, the arbitral tribunal may require any party to produce additional evidence.

Hearings. 1 A hearing shall be held at the request of any party or, if no such request is made, if the arbitral tribunal decides to hold one on its own motion. To hold a hearing, the arbitral tribunal shall give the parties reasonable advance notice of the time and place of the hearing. The arbitral tribunal may decide, after consulting with the parties and taking into account the relevant facts and circumstances of the case, that any hearing shall be held by physical appearance or by remote means such as videoconference, telephone or other appropriate means of communication. 2 If a party, although duly summoned, fails to appear without valid excuse, the arbitral tribunal may proceed with the hearing. 3 The arbitral tribunal shall have full control of the hearings, at which all parties have the right to be present. Unless authorized by the arbitral tribunal and the parties, the hearings shall not be open to persons not involved in the proceedings. 4 The parties may appear in person or through duly authorized representatives. They may also be assisted by advisors.

Closure of the establishment of facts and submission of the draft award. As soon as possible after the last hearing on the issues to be decided in the award or, if later, after the submission of the last authorized written statements on such issues, the arbitral tribunal shall: a) declare the establishment of the facts closed with respect to the issues to be decided in the award; and b) inform the Secretariat and the parties of the date on which it expects to submit the draft award to the Court for approval in accordance with Article 34. After the establishment of facts is closed, no written statement, argument or evidence may be submitted with respect to the issues to be decided in the award unless requested or authorized by the arbitral tribunal.

Provisional and conservatory measures. 1 Unless the parties have agreed otherwise, the arbitral tribunal may, from the moment the file is delivered to it, order any provisional or conservatory measures it considers appropriate, at the request of a party. The arbitral tribunal may make such measures conditional upon the provision of appropriate security by the party requesting them. Such measures shall be ordered by the arbitral tribunal by means of an order or award, as it considers appropriate. 2 Before the file is delivered to the arbitral tribunal, and in appropriate circumstances even after delivery, the parties may request from any competent judicial authority any provisional or conservatory measures. A request made by a party to a judicial authority for such measures or the enforcement of similar measures ordered by an arbitral tribunal does not constitute a waiver of the arbitration agreement and does not affect the powers of the arbitral tribunal in respect thereof. Any such request and any measures ordered by the judicial authority shall be notified without delay to the Secretariat. The Secretariat shall inform the arbitral tribunal thereof.

Emergency Arbitrator. 1 A party seeking urgent provisional or conservatory measures that cannot await the constitution of the arbitral tribunal ("Emergency Measures") may request such measures in accordance with the Emergency Arbitrator Rules set out in Appendix V. Such a request shall be accepted by the Court only if it is received by the Secretariat before the file is delivered to the arbitral tribunal in accordance with Article 16 and irrespective of whether the party making the request has already submitted its Request for Arbitration. 2 The decision of the Emergency Arbitrator shall take the form of an order. The parties undertake to comply with any order issued by the Emergency Arbitrator. 3 The order of the Emergency Arbitrator shall not be binding on the arbitral tribunal with respect to any issue, matter or dispute decided in the order. The arbitral tribunal may modify, vacate or annul the order or any modification thereof made by the Emergency Arbitrator. 4 The arbitral tribunal shall decide any requests or claims of any party relating to the Emergency Arbitrator proceedings, including the allocation of the costs of such proceedings and any claims arising out of or relating to the compliance with or non-compliance with the order. 5 Articles 29(1) to 29(4) and the Emergency Arbitrator Rules set out in Appendix V (together, the "Emergency Arbitrator Provisions") shall apply only to parties that are signatories to the arbitration agreement under these Rules on which the request is based or that are successors to such signatories. 6 The Emergency Arbitrator Provisions shall not apply if:

• a)

  the arbitration agreement under these Rules was concluded before January 1, 2012;

• b)

  the parties have opted out of the Emergency Arbitrator Provisions; or c) the arbitration agreement on which the request is based derives from a treaty. 7 The Emergency Arbitrator Provisions do not prevent any party from requesting urgent provisional or conservatory measures from any competent judicial authority at any time before the request for such measures and in appropriate circumstances even after, in accordance with these Rules. Any request for such measures to a judicial authority does not contravene the arbitration agreement and does not constitute a waiver thereof. Any such request and any measures ordered by the judicial authority shall be notified without delay to the Secretariat.

Expedited Procedure. 1 By agreeing to arbitration under these Rules, the parties accept that this Article 30 and the Expedited Procedure Rules set out in Appendix VI (together, the "Expedited Procedure Provisions") shall prevail over any terms of the arbitration agreement that are contrary to them. 2 The Expedited Procedure Rules set out in Appendix VI shall apply when: a) the amount in dispute does not exceed the limit set out in Article 1(2) of Appendix VI at the time of the communication referred to in Article 1(3) of that Appendix; or b) the parties so agree. 3 The Expedited Procedure Provisions shall not apply if:

• a)

  the arbitration agreement under these Rules was concluded prior to the date of entry into force of the Expedited Procedure Provisions;

• b)

  the parties have opted out of the Expedited Procedure Provisions; or c) the Court, at the request of a party made prior to the constitution of the arbitral tribunal or of its own motion, determines that it is inappropriate to apply the Expedited Procedure Provisions in view of the circumstances of the case.

Time limit for rendering the final award 1 The arbitral tribunal shall render its final award within a period of six months. This period shall commence on the date of the last signature, by the arbitral tribunal or the parties, of the Terms of Reference or, in the case provided for in Article 23(3), on the date on which the Secretariat notifies the arbitral tribunal of the approval of the Terms of Reference by the Court. The Court may fix a different time limit on the basis of the procedural calendar established in accordance with Article 24(2). 2 The Court may, at the reasoned request of the arbitral tribunal or, if it deems it necessary, of its own motion, extend the time limit.

Rendering of the award 1 When the arbitral tribunal is composed of more than one arbitrator, the award shall be rendered by a majority. Failing a majority, the president of the arbitral tribunal shall render the award alone. 2 The award shall be reasoned. 3 The award shall be deemed to be rendered at the place of the seat of the arbitration and on the date stated therein.

Award by agreement of the parties If the parties reach a settlement after the file has been transmitted to the arbitral tribunal in accordance with the provisions of Article 16, the settlement shall be recorded in an award by agreement of the parties, provided that the parties have so requested and the arbitral tribunal consents to rendering such award.

Prior examination of the award by the Court Before signing an award, the arbitral tribunal shall submit it in the form of a draft to the Court. The Court may order modifications as to form and, while respecting the arbitral tribunal's freedom of decision, may draw its attention to points concerning the merits of the dispute. No award shall be rendered by the arbitral tribunal before it has been approved by the Court as to its form.

Notification, deposit and enforceability of the award 1 Once the award has been rendered, the Secretariat shall notify the parties of the text signed by the arbitral tribunal provided that the costs of the arbitration have been paid in full to the ICC by the parties or by one of them. 2 Additional copies of the award, the authenticity of which shall be certified by the Secretary General, shall be issued at any time at the request of the parties and to them alone. 3 By virtue of the notification made in accordance with Article 35(1), the parties waive any other notification or deposit by the arbitral tribunal. 4 Every award rendered in accordance with the Rules shall be deposited in the original in the Secretariat. 5 The arbitral tribunal and the Secretariat shall assist the parties in complying with any formalities that may be necessary. 6 Every award is binding on the parties. By submitting their dispute to arbitration pursuant to the Rules, the parties undertake to comply without delay with any award rendered and are deemed to have waived any right of appeal to which they are entitled to waive.

Correction and interpretation of the award; additional award; remission of awards 1 The arbitral tribunal may correct of its own motion any errors of calculation or clerical or typographical errors or of a similar nature contained in the award, provided that such correction is submitted to the Court for approval within 30 days following the notification of the award by the Secretariat as provided for in Article 35(1). 2 Any request to correct an error of the type provided for in Article 36(1) or to interpret the award made by a party shall be submitted to the Secretariat within 30 days following receipt of the award by that party. 3 Any request by a party for an additional award as to claims presented in the arbitral proceedings which the arbitral tribunal did not decide shall be submitted to the Secretariat within 30 days following receipt of the award by that party. 4 After communication of a request to the arbitral tribunal as provided for in Articles 36(2) or 36(3), the tribunal shall grant to the other party or parties a brief time, normally not exceeding 30 days from receipt of the request by that party or those parties, to submit their comments. The arbitral tribunal shall submit its decision on the request in the form of a draft to the Court within a maximum of 30 days after the expiration of the time granted to the other party or parties to submit their comments, or within any other time limit set by the Court. The decision to correct or interpret the award shall be made by means of an addendum which shall be an integral part of the award. The decision to accept a request under paragraph 3 shall be made by an additional award. The provisions of Articles 32, 34 and 35 shall apply mutatis mutandis. 5 If a court of law remits the award to the arbitral tribunal, the provisions of Articles 32, 34, 35 and of this Article 36 shall apply mutatis mutandis to any addendum or award rendered pursuant to such remission. The Court may take any measure that it deems necessary to enable the arbitral tribunal to comply with the terms of such remission, and may fix a provision to cover any additional fees and expenses of the arbitral tribunal as well as any additional administrative costs of the ICC.

Provision for the costs of the arbitration 1 After receipt of the Request, the Secretary General may request the claimant to pay an advance on the provision for the costs of the arbitration in an amount intended to cover the costs of the arbitration a) up to the drawing up of the Terms of Reference; or b) when the Expedited Procedure Rules apply, up to the conference on the conduct of the proceedings. Any advance paid by the claimant shall be considered as a partial payment of the provision for the costs fixed by the Court pursuant to this Article 37. 2 As soon as possible, the Court shall fix the provision for the costs of the arbitration in an amount sufficient to cover the fees and expenses of the arbitrators as well as the administrative costs of the ICC and any other costs incurred by the ICC in connection with the arbitration, corresponding to the claims submitted to it by the parties, except where claims are made under Articles 7 or 8, in which case Article 37(4) shall apply. The provision for the costs fixed by the Court pursuant to this Article 37(2) shall be paid in equal shares by the claimant and the respondent. 3 Where the respondent makes counterclaims pursuant to Article 5 or in any other manner, the Court may fix separate provisions for the principal claims and counterclaims. Where the Court fixes separate provisions, each party shall pay the provision corresponding to its claims. 4 Where claims are made under Articles 7 or 8, the Court shall fix one or more provisions for costs to be paid by the parties as the Court decides. Where the Court has already fixed a provision for costs pursuant to Article 37, such provision shall be replaced by the provision or provisions fixed according to this Article 37(4), and the amount of any provision previously paid by a party shall be considered as a partial payment of its share of the provision or provisions for costs fixed by the Court pursuant to this Article 37(4). 5 The amount of the provision for costs fixed by the Court pursuant to Article 37 may be adjusted at any time during the arbitration. In any event, a party is free to pay the share of the provision for costs of any other party that has not paid it. 6 If a request for a provision for the costs of the arbitration is not satisfied, the Secretary General may, after consultation with the arbitral tribunal, direct it to suspend its activities and fix a time limit, which shall not be less than 15 days, at the expiration of which the relevant claim shall be deemed withdrawn. If the party in question wishes to object to such measure, it shall request, within the time limit mentioned above, that the matter be decided by the Court. Such withdrawal does not deprive the party concerned of the right to present the same claim subsequently in other proceedings. 7 If a party raises a defense of set-off to any claim, such defense shall be taken into account in determining the provision for the costs of the arbitration, as if it were a separate claim, if it involves the examination of additional issues by the arbitral tribunal.

Decision on the costs of the arbitration 1 The costs of the arbitration shall include the fees and expenses of the arbitrators as well as the administrative costs of the ICC determined by the Court in accordance with the scales in force on the date when the arbitration commenced, the fees and expenses of experts appointed by the arbitral tribunal and the reasonable expenses incurred by the parties in connection with the presentation of their case in the arbitration. 2 The Court may fix the fees of the arbitrators at a figure higher or lower than that which would result from the application of the applicable scale if it considers this necessary due to the exceptional circumstances of the case. 3 At any time during the arbitral proceedings, the arbitral tribunal may make decisions on costs, other than those fixed by the Court, and order their payment. 4 The final award shall fix the costs of the arbitration and decide which of the parties shall bear them or in what proportion they shall be borne. 5 When making decisions on costs, the arbitral tribunal may take into account such circumstances as it considers relevant, including the extent to which each party has conducted the arbitration in an expeditious and cost-effective manner. 6 In the event of withdrawal of all claims or termination of the arbitration before the rendering of the final award, the Court shall fix the fees and expenses of the arbitrators and the administrative costs of the ICC. Failing agreement of the parties on the apportionment of the costs of the arbitration or on any other matter relating to the costs, such matters shall be decided by the arbitral tribunal. If the arbitral tribunal has not been constituted at the time of the withdrawal of the claims or termination, any party may request the Court to proceed with the constitution of the arbitral tribunal in accordance with the Rules in order that the arbitral tribunal may decide on the costs.

Modification of time limits 1 The parties may agree to reduce the various time limits provided for in the Rules. Such agreement, if made after the constitution of the arbitral tribunal, shall become effective only upon approval by the tribunal. 2 The Court may extend of its own motion any time limit modified pursuant to Article 39(1) if it considers that it is necessary to enable it and the arbitral tribunal to fulfill their responsibilities under the Rules.

Waiver A party which proceeds with the arbitration without objecting to non-compliance with any of the provisions of the Rules, of any other rules applicable to the proceedings, of any instruction of the arbitral tribunal or of any provision contained in the arbitration agreement relating to the constitution of the arbitral tribunal or the conduct of the proceedings shall be deemed to have waived its right to object.

Limitation of liability The arbitrators, any person appointed by the arbitral tribunal, the emergency arbitrator, the Court and its members, the ICC and its employees, and the National Committees and Groups of the ICC and their employees and representatives shall not be liable to any person for any act, omission or thing done or omitted in connection with the arbitration except to the extent that such limitation of liability is prohibited by applicable law.

General rule In all matters not expressly provided for in the Rules, the Court and the arbitral tribunal shall act in the spirit of the Rules and shall make every effort to ensure that the award is enforceable at law.

Applicable law and settlement of disputes Any dispute arising out of or relating to the administration of proceedings by the Court under the Rules shall be governed by French law and settled by the Judicial Court of Paris (Tribunal Judiciaire de Paris) in France, which shall have exclusive jurisdiction over such disputes.

Function 1 The International Court of Arbitration of the International Chamber of Commerce (the "Court") has the function of ensuring the application of the ICC Arbitration Rules, and has all the powers necessary for this purpose. 2 As an autonomous body, the Court exercises these functions with complete independence from the ICC and its other organs. 3 Its members are independent of the National Committees and Groups of the ICC.

Composition of the Court The Court shall be composed of a President, Vice-Presidents, members and alternate members (collectively designated as "members"). In its work it is assisted by its Secretariat ("Court Secretariat").

Appointment 1 The President is elected by the ICC World Council on the basis of the recommendation made by the ICC Executive Committee from the proposal of an independent selection committee that includes distinguished arbitration professionals. 2 At the proposal of the President, the ICC World Council appoints the Vice Presidents of the Court from among the members of the Court or from outside it. The President and Vice Presidents of the Court form the Bureau of the Court. 3 The members of the Court are appointed by the ICC World Council at the proposal of the ICC National Committees or Groups, at the rate of one member for each National Committee or Group. At the proposal of the President, the World Council may appoint alternate members. 4 At the proposal of the President, the ICC World Council may appoint members and alternate members in countries and territories: a) where there is no National Committee or Group; or b) where the National Committee or Group is suspended. 5 All members, including, for purposes of this paragraph, the President and Vice Presidents, are appointed for a period of three years, which may be renewed once. If a member is unable to perform his functions, his successor shall be appointed by the World Council for the remainder of the corresponding period. 6 No member of the Court may serve more than two consecutive full terms, unless the World Council determines otherwise following the recommendation of the Executive Committee at the proposal of the President, in particular when a member of the Court is proposed for election as Vice President.

Committees 1 Except as provided in Articles 5(1), 6 and 7 of this Appendix, the Court conducts its work in Committees of three members. 2 The Committees are composed of a president and two other members.

Special Committees 1 The Court may conduct its work in Special Committees:

• a)

  to make decisions on matters under Articles 14 and 15(2) of the Rules;

• b)

  to review draft awards when there are dissenting opinions;

• c)

  to review draft awards when one or more parties are a State or may be considered a State entity;

• d)

  to make decisions on matters referred to a Special Committee by a Committee that could not reach a decision or deemed it preferable to abstain, having made any proposal it deems appropriate; or e) at the request of the President. 2 The Special Committee is composed of a president and at least six other members.

Single Member Committees The Court may review draft awards in accordance with the Provisions on Expedited Procedure in Single Member Committees.

Plenary Session of the Court 1 The Court meets in plenary session during its annual working sessions. It also meets in plenary session when convened by the President. 2 The Court assembled in plenary session may make any decisions under Articles 4(1), 5(1) and 6 of this Appendix. 3 The members composing the plenary session are the President, the Vice Presidents and all members of the Court who have agreed to attend and actually attend.

Confidentiality The activities of the Court are of a confidential nature which must be respected by all those who participate in them, in any capacity. The Court shall define the conditions under which persons outside it may attend its meetings and its Committees and have access to documents relating to the activities of the Court and its Secretariat.

Modification of the Arbitration Rules Any proposal by the Court to modify the Rules shall be submitted to the Arbitration Commission before being sent to the ICC Executive Committee for approval, except, nevertheless, the Court's authority to, in order to take into account developments in information technologies, propose modifications or supplementary provisions to Article 3 of the Rules or to any related provision of the Rules without previously submitting such proposal to the Commission.

The decisions of the Court shall be deemed to have been made in Paris, France.

Confidential Nature of the Activities of the International Court of Arbitration 1 For purposes of this Appendix, the members of the Court include the President and the Vice Presidents of the Court. 2 Only its members and the Secretariat staff may attend the sessions of the Court. 3 However, exceptionally, the President of the Court may invite other persons to attend such sessions. These persons must respect the confidential nature of the Court's sessions. 4 Documents submitted to the Court or emanating from it or from the Secretariat in the administration of arbitration proceedings shall be communicated exclusively to the members of the Court, to the Secretariat and to those persons authorized by the President to attend the sessions. 5 The President or the General Secretary of the Court may authorize researchers carrying out work of an academic nature to be given access to awards and other documents of general interest, except briefs, notes, statements and documents submitted by the parties within the framework of an arbitration proceeding. 6 Such authorization shall only be granted when the beneficiary has committed to respect the confidential nature of the documents communicated and to refrain from making any publication based on information contained in such documents without first submitting the text for approval to the General Secretary of the Court. 7 In any matter submitted to arbitration under the Rules, the Secretariat shall keep in the archives of the Court the awards, the Terms of Reference and the decisions of the Court as well as copies of relevant correspondence from the Secretariat. 8 All documents, communications or correspondence emanating from the parties or the arbitrators may be destroyed unless a party or the arbitrator requests in writing, within a period set for that purpose by the Secretariat, the return of such documents, communications or correspondence. The costs related to the return shall be borne by such party or arbitrator.

Participation of Members of the International Court of Arbitration in ICC Arbitrations 1 The President and members of the Secretariat of the Court may not intervene as an arbitrator or adviser to a party in matters submitted to ICC Arbitration. 2 The Vice Presidents and other members of the Court may not be directly appointed as arbitrators by the Court. However, they may be proposed to perform such function by one or more parties or in accordance with any other appointment procedure agreed by the parties, subject to confirmation. 3 When the President, any of the Vice Presidents or any other member of the Court or of the Secretariat are involved, in any capacity, in a proceeding pending before the Court, they must so declare to the General Secretary of the Court from the moment they become aware of such situation. 4 Such person must abstain from the Court session when such proceeding is submitted to them and shall not participate in the deliberations or in the Court's decision-making. 5 The person involved shall not receive any documentation or information related to such proceeding.

Relations Between Members of the Court and the ICC National Committees and Groups 1 By virtue of their function, the members of the Court are independent from the National Committee and Group of the ICC at whose proposal they have been appointed by the World Council of the ICC. 2 Furthermore, they must maintain as confidential, vis-à-vis such National Committee and Group, all information relating to the specific matters of which they have had knowledge by virtue of their status as members of the Court, unless the President, one of the Vice Presidents authorized by the President, or the General Secretary of the Court has instructed them to communicate some information to such National Committee or Group.

Constitution, Quorum and Decision-Making 1 The members of the Committees, Special Committees and Single Member Committees are appointed by the President from among the Vice Presidents or other members of the Court. In the absence of the President or when the President cannot intervene, they are appointed by a Vice President at the request of the General Secretary or the Deputy General Secretary of the Court. 2 The Committees and Special Committees meet upon convocation by their president. 3 The President of the Court shall preside over the Committee, the Special Committee and plenary sessions. A Vice President of the Court may preside over a Committee, a Special Committee or a plenary session (i) at the request of the President or (ii) in the absence of the President or when the President cannot intervene, at the request of the General Secretary or the Deputy General Secretary of the Court. In exceptional circumstances, another member of the Court may preside over a Committee or Special Committee following the same procedure. 4 The President of the Court, a Vice President and any member of the Court may form a Single Member Committee. 5 Decisions regarding the constitution of Committees, Special Committees and Single Member Committees shall be communicated to the Court at one of its next sessions. 6 Deliberations shall be valid: a) In the Committee, when at least two members are present. b) In the Special Committee and in plenary session, when at least six members are present, and the President or the designated Vice President. 7 Decisions in Committees shall be made by unanimity. When a Committee cannot reach a unanimous decision or deems it preferable to abstain, it shall refer the matter to a Special Committee, making any proposal it deems appropriate. 8 Decisions in Special Committees and in plenary sessions shall be made by majority vote, the President or the Vice President, as the case may be, deciding in case of a tie.

Communication of the Reasoning for Decisions 1 At the request of any party, the Court shall communicate the reasoning for Articles 6(4), 10, 12(8), 12(9), 14 and 15(2). 2 Any request for communication of reasoning must be made before the decision whose reasoning is sought is made. As for decisions as provided for in Article 15(2), a party shall direct its request to the Court when it is invited to submit comments as provided for in Article 15(3). 3 In exceptional circumstances, the Court may decide not to communicate the reasoning for any of the decisions cited above.

Secretariat of the Court 1 In the event of absence of the General Secretary or at his request, the Deputy General Secretary and/or the General Counsel shall have the powers provided for in Articles 6(3), 13(2), 35(2) and 37(1) of the Rules and Article 1(6) of Appendix III to refer matters to the Court, confirm arbitrators, issue certified copies of awards, require payment of the advance on the provision for arbitration costs and authorize payment in installments of provisions for costs, as well as to take the measure provided for in Article 37(6). 2 The Secretariat may, with the approval of the Court, prepare notes and other documents for the information of the parties and the arbitrators or that are necessary for the conduct of the arbitration proceeding. 3 Offices of the Secretariat may be established outside the seat of the ICC. The Secretariat shall maintain a list of the offices designated by the General Secretary. Requests for arbitration may be addressed to the Secretariat at any of its offices, and the functions of the Secretariat under the Rules may be exercised from any of its offices, according to the instructions of the General Secretary, the Deputy General Secretary or the General Counsel.

Prior Review of the Award When reviewing draft awards in accordance with Article 34 of the Rules, the Court shall, to the extent possible, take into account the requirements of the mandatory rules of the seat of the arbitration.

Provision for Arbitration Costs 1 Every request for the initiation of an arbitration under the Rules must be accompanied by the payment of US$ 5,000. Said payment is non-refundable and shall be credited against the portion of the provision for arbitration costs that corresponds to the claimant. 2 The advance on the provision set by the General Secretary in accordance with Article 37(

• 1)

  of the Rules shall not, normally, exceed the amount obtained by adding the ICC's administrative costs, the minimum arbitrator's fees (according to the fee scales established hereinafter) corresponding to the amount of the claim, and an estimate of the reimbursable costs incurred by the arbitral tribunal in connection with the preparation of the Terms of Reference or the holding of the procedural management conference. If the claim is not quantified, the advance on the provision shall be set at the General Secretary's discretion. The amount paid by the claimant shall be credited against the portion corresponding to it of the provision for arbitration costs set by the Court. 3 In general, the arbitral tribunal, in accordance with Article 37(6), shall only continue proceedings with respect to principal or counterclaims for which the full provision has been paid. 4 The provision for arbitration costs set by the Court in accordance with Articles 37(

• 2)

  or 37(4) of the Rules includes the fees of the arbitrator or arbitrators ("the arbitrator"), the costs incurred by the arbitrator in connection with the arbitration, and the ICC's administrative costs. 5 Each party shall pay the portion of the total provision for arbitration costs corresponding to it in full. However, if a party's portion of the provision exceeds US$ 500,000 (the "Limit Amount"), said party may provide a bank guarantee to cover any amount exceeding the Limit Amount. The Court may modify the Limit Amount at any time at its discretion. 6 The General Secretary may authorize the payment of provisions for costs, or the portion corresponding to a party, in installments, subject to such conditions as the Court deems appropriate. 7 A party that has fully paid its portion of the total provision set by the Court may, in accordance with Article 37(5) of the Rules, provide a bank guarantee to pay the portion of the provision corresponding to the recalcitrant party. 8 When the Court has set separate provisions in accordance with Article 37(

• 3)

  of the Rules, the Secretariat shall invite each party to pay the amount of the provision corresponding to its respective claims. 9 When, as a result of the setting of separate provisions, the provision set for the claims of one of the parties exceeds half of the total provision previously set (with respect to the same principal and counterclaims subject to the separate provisions), a bank guarantee may be used to cover the amount exceeding such half. If the amount of the separate provision is subsequently increased, at least half of such increase must be paid in cash. 10 The Secretariat shall define the conditions that bank guarantees used by the parties in accordance with the foregoing provisions must satisfy. 11 In accordance with Article 37(5) of the Rules, the provision to cover arbitration costs may be readjusted at any time during the arbitration, especially to take into account modifications to the amount in controversy and the estimate of the arbitrator's costs, or the evolution of the degree of difficulty and complexity of the matter. 12 Before the initiation of any expert determination ordered by the arbitral tribunal, the parties, or one of them, shall pay the provision that the tribunal shall determine in an amount sufficient to cover the expert's fees and costs, which shall be set by the arbitral tribunal. The arbitral tribunal shall have the responsibility to ensure that the parties pay such fees and costs. 13 The amounts paid as advance on the provision do not accrue interest for the parties or the arbitrator.

Costs and Fees 1 Without prejudice to the provisions of Article 38(2) of the Rules, the Court shall set the arbitrator's fees according to the fee scales established hereinafter, or at its discretion if the amount in controversy is not determined. 2 In setting the arbitrators' fees, the Court shall take into account the diligence and efficiency of the arbitrator, the time spent by him or her, the celerity of the proceedings, the complexity of the matter, and compliance with the deadline for submitting the draft award, so as to arrive at a figure within the limits provided or, in exceptional circumstances (Article 38(2) of the Rules), at a figure above or below such limits. 3 When the matter is submitted to more than one arbitrator, the Court may, in its discretion, increase the total sum allocated to payment of the arbitrators' fees up to a maximum that, in principle, shall not exceed three times the fee of one arbitrator. 4 It shall be the exclusive responsibility of the Court to set the arbitrator's fees and costs in accordance with the Rules. Any agreement between the parties and the arbitrators regarding fees shall be contrary to the Rules. 5 The Court shall set the ICC's administrative costs for each arbitration according to the fee scales established hereinafter, or at its discretion if the amount in controversy is not determined. When the parties have agreed to additional services or in exceptional circumstances, the Court may set the ICC's administrative costs at a figure lower or higher than that resulting from the application of said fee scale but, in principle, such figure shall not exceed the maximum amount provided in the fee scale. 6 At any time during the arbitration, the Court may set as payable a portion of the ICC's administrative costs corresponding to services that have already been provided by the Court and the Secretariat. 7 The Court may also require payment of additional administrative costs beyond those provided in the fee scale as a condition for maintaining a suspension of an arbitration at the request of the parties or of one of them with the consent of the other. 8 If the arbitration terminates before the final award is rendered, the Court shall set the arbitrators' fees and costs and the ICC's administrative costs at its discretion, taking into account the stage reached in the proceedings and any other relevant circumstances. 9 Any amount paid by the parties as a provision for costs that exceeds the arbitration costs set by the Court shall be reimbursed to the parties taking into account the amounts paid. 10 In the event of a request as provided in Articles 36(2) or 36(3) of the Rules, or of a referral under Article 36(5) of the Rules, the Court may set a provision to cover the additional fees and costs of the arbitral tribunal and the additional administrative costs of the ICC and subordinate the transmission of said request to the arbitral tribunal to the full cash payment of such provision to the ICC. Upon approving the decision of the arbitral tribunal, the Court shall set at its discretion the costs of the proceeding with respect to the request or referral, which shall include any arbitrator's fees and ICC administrative costs. 11 The Secretariat may request payment of additional administrative costs beyond those provided in the administrative costs fee scale for costs arising in connection with a request in accordance with Article 35(5) of the Rules. 12 When the arbitration has been preceded by an amicable settlement attempt under the ICC ADR Rules, half of the ICC's administrative costs paid for the same shall be credited against the ICC's administrative costs of the arbitration. 13 The amounts paid to the arbitrator do not include value-added tax (VAT) or any other tax, fee, or contribution that may apply to the arbitrator's fee. The parties shall pay such taxes, fees, or contributions; the reimbursement of these is a matter exclusively between the arbitrator and the parties. 14 The ICC's administrative costs do not include VAT, taxes, levies, or contributions of a similar nature. These costs may be increased by the amounts of VAT, taxes, levies, or contributions of a similar nature at the current rate. The parties have the obligation to pay such contributions as shown in the invoices issued by the ICC.

Administrative Costs and Arbitrator Fees Schedules 1 The schedule of administrative costs and arbitrator fees established hereinafter applies to all arbitrations initiated on January 1, 2017, or after that date, without prejudice to the version of the Rules to which such arbitrations are subject. 2 To calculate the amount of the ICC's administrative costs and arbitrator fees, the percentages indicated shall be applied to each successive portion of the amount in controversy, and the figures thus obtained shall be added. However, when the amount in controversy exceeds US$ 500 million, the administrative costs shall always be US$ 150,000. 3 The schedule of administrative costs and arbitrator fees established hereinafter for the abbreviated procedure applies to all arbitrations initiated on March 1, 2017, or after that date, without prejudice to the version of the Rules to which such arbitrations are subject. When the parties have agreed to follow the abbreviated procedure in accordance with Article 30(2), subparagraph b), the abbreviated procedure fee schedule shall apply. 4 All amounts set by the Court or in accordance with any of the Appendices to the Rules are payable in US$ unless prohibited by law or unless the Court decides otherwise, in which case the ICC may apply a different fee scale and agreement regarding fees in another currency. [FEE SCHEDULES FOLLOW - A: ADMINISTRATIVE COSTS TABLE; B: ARBITRATOR FEES TABLE; ABBREVIATED PROCEDURE TABLES - All tables with exact figures, percentages, and calculations as presented in source]

Request for Emergency Measures 1 The party wishing to resort to an emergency arbitrator in accordance with Article 29 of the ICC Arbitration Rules (the "Rules") shall address its request for emergency measures (the "Request") to the Secretariat at any of the offices specified in the Court's Internal Rules (in Appendix II to the Rules). 2 The Request shall be filed in sufficient copies so that each party receives a copy, plus one copy for the emergency arbitrator, and another for the Secretariat, when the party submitting the Request requests transmission thereof by hand delivery, certified mail, or courier service. 3 The Request shall contain the following information:

• a)

  the full name, description, address, and other contact information of each party;

• b)

  the full name, address, and other contact information of any person representing the requesting party;

• c)

  a description of the circumstances that have given rise to the Request and of the underlying dispute submitted or to be submitted to arbitration;

• d)

  an indication of the Emergency Measures requested;

• e)

  the reasons why the requesting party needs urgent provisional or conservatory measures that cannot await the constitution of the arbitral tribunal;

• f)

  any relevant agreement and, in particular, the arbitration agreement;

• g)

  any agreement on the seat of arbitration, the applicable rules of law, or the language of arbitration;

• h)

  proof of payment of the amount referred to in Article 7(1) of this Appendix; and i) any Request for Arbitration and any other written submission in connection with the underlying dispute that has been submitted to the Secretariat by any party in the emergency arbitrator proceeding prior to the filing of the Request. The requesting party may submit with the Request any document or information it considers appropriate or that may contribute to the efficient examination of the Request. 4 The Request shall be drawn up in the language of arbitration if agreed by the parties, or, in the absence of such agreement, in the language of the arbitration agreement. 5 If and to the extent that, on the basis of the information contained in the Request, the President of the Court (the "President") considers that the Emergency Arbitrator Provisions apply by reference to Articles 29(5) and 29(6) of the Rules, the Secretariat shall transmit a copy of the Request and attached documents to the respondent party. If and to the extent that the President considers otherwise, the Secretariat shall inform the parties that the emergency arbitrator proceeding shall not take place with respect to some or all of the parties and shall transmit a copy of the Request to them for their information. 6 The President shall terminate the emergency arbitrator proceeding if the Request for Arbitration is not received by the Secretariat from the requesting party within 10 days following the Secretariat's receipt of the Request, unless the emergency arbitrator determines that a longer period is necessary.

Appointment of Emergency Arbitrator; Transmission of the File 1 The President shall appoint an emergency arbitrator in the shortest possible time, normally within two days of the Secretariat's receipt of the Request. 2 No emergency arbitrator shall be appointed after transmission of the file to the arbitral tribunal in accordance with Article 16 of the Rules. The emergency arbitrator appointed before such transmission shall have the power to issue an Order within the time period allowed by Article 6(4) of this Appendix. 3 Once the emergency arbitrator has been appointed, the Secretariat shall notify the parties and transmit the file to the emergency arbitrator. From that moment, all written communications from the parties shall be directed directly to the emergency arbitrator with a copy to each of the other parties and to the Secretariat. A copy of communications addressed by the emergency arbitrator to the parties shall be sent to the Secretariat. 4 Every emergency arbitrator shall be and remain impartial and independent of the parties involved in the dispute. 5 Before being appointed, any person who may act as emergency arbitrator shall sign a statement of acceptance, availability, impartiality, and independence. The Secretariat shall send a copy of such statement to the parties. 6 The emergency arbitrator shall not serve as arbitrator in any arbitration related to the dispute that gave rise to the Request.

Challenge of an Emergency Arbitrator 1 A challenge of an emergency arbitrator shall be made within three days following the party making the challenge's receipt of the notification of appointment, or from the date on which such party was informed of the facts and circumstances on which it bases its challenge, if that date is later than the receipt of the aforementioned notification. 2 The challenge shall be decided by the Court after the Secretariat has given the emergency arbitrator and the other party or parties the opportunity to present their comments in writing within a reasonable time period.

Seat of the Emergency Arbitrator Proceeding 1 If the parties agreed on the seat of arbitration, that seat shall be the seat of the emergency arbitrator proceeding. In the absence of such agreement, the President shall fix the seat of the emergency arbitrator proceeding, without prejudice to the fixing of the seat of arbitration in accordance with Article 18(1) of the Rules. 2 Any meeting with the emergency arbitrator may be held by personal meeting at any location the emergency arbitrator deems appropriate, or by videoconference, telephone, or similar means of communication.

Procedure 1 The emergency arbitrator shall establish a procedural timetable for the emergency arbitrator proceeding in the shortest possible time, normally within two days following the transmission of the file to the emergency arbitrator in accordance with Article 2(3) of this Appendix. 2 The emergency arbitrator shall conduct the proceeding in the manner the emergency arbitrator deems appropriate, taking into consideration the nature and urgency of the Request. In all cases, the emergency arbitrator shall act fairly and impartially and shall ensure that each party has a reasonable opportunity to present its case.

Order 1 In accordance with Article 29(2) of the Rules, the decision of the emergency arbitrator shall take the form of an order (the "Order"). 2 In the Order, the emergency arbitrator shall decide whether the Request is admissible in accordance with Article 29(1) of the Rules and whether the emergency arbitrator has jurisdiction to order the Emergency Measures. 3 The Order shall be made in writing and shall contain the reasons on which it is based. It shall be dated and signed by the emergency arbitrator. 4 The Order shall be made not later than 15 days following the date the file was transmitted to the emergency arbitrator in accordance with Article 2(3) of this Appendix. The President may extend this time period upon a reasoned request by the emergency arbitrator or of its own motion if the President decides it is necessary to do so. 5 Within the time period allowed by Article 6(4) of this Appendix, the emergency arbitrator shall send the Order to the parties, with a copy to the Secretariat, by any means of communication permitted by Article 3(2) of the Rules that the emergency arbitrator deems will ensure prompt receipt. 6 The Order shall cease to be binding on the parties by:

• a)

  the President's termination of the emergency arbitrator proceeding in accordance with Article 1(6) of this Appendix;

• b)

  the Court's acceptance of a challenge to the emergency arbitrator in accordance with Article 3 of this Appendix;

• c)

  the final award of the arbitral tribunal, unless the arbitral tribunal expressly decides otherwise; or d) the withdrawal of all claims or the termination of the arbitration before the issuance of a final award. 7 The emergency arbitrator may issue the Order subject to such conditions as the emergency arbitrator deems appropriate, including the provision of appropriate guarantees. 8 At the reasoned request of a party, made prior to the transmission of the file to the arbitral tribunal in accordance with Article 16 of the Rules, the emergency arbitrator may modify, set aside, or annul the Order.

Costs of the Emergency Arbitrator Proceeding 1 The requesting party shall pay an amount of US$ 40,000, consisting of US$ 10,000 in ICC administrative costs and US$ 30,000 in emergency arbitrator fees and costs. Notwithstanding the provisions of Article 1(5) of this Appendix, the Request shall not be notified until payment of the US$ 40,000 has been received by the Secretariat. 2 The President may, at any time during the emergency arbitrator proceeding, decide to increase the emergency arbitrator's fees or the ICC's administrative costs taking into consideration, among other factors, the nature of the case and the nature and amount of work performed by the emergency arbitrator, the Court, the President, and the Secretariat. If the party submitting the Request does not pay the increased cost within the time period set by the Secretariat, the Request shall be considered withdrawn. 3 The emergency arbitrator's Order shall set the costs of the emergency arbitrator proceeding and decide which party shall pay them or in what proportion they shall be apportioned among the parties. 4 The costs of the emergency arbitrator proceeding include the ICC's administrative costs, the emergency arbitrator's fees and costs, and the reasonable legal and other costs incurred by the parties in the emergency arbitrator proceeding. 5 In the event that the emergency arbitrator proceeding does not take place in accordance with Article 1(5) of this Appendix or is terminated before the issuance of the Order, the President shall determine the amount that shall be reimbursed to the requesting party, if applicable. The amount of US$ 5,000 in ICC administrative costs is non-refundable in any case.

General Rule 1 The President shall have the power to decide, at his or her discretion, all matters related to the conduct of the emergency arbitrator proceeding that are not expressly provided for in this Appendix. 2 In the absence of the President or at his or her request, any of the Vice-Presidents of the Court shall have the power to make decisions on behalf of the President. 3 In all matters concerning the emergency arbitrator proceeding that are not expressly provided for in this Appendix, the Court, the President, and the emergency arbitrator shall proceed in the spirit of the Rules and of this Appendix.

Application of the Abbreviated Procedure Rules 1 Except as provided otherwise in Article 30 of the ICC Arbitration Rules (the "Rules") and in this Appendix VI, the Rules shall apply to arbitration under the Abbreviated Procedure Rules. 2 The amount referred to in Article 30(2), subparagraph a), of the Rules is: a) US$ 2,000,000 if the arbitration agreement under the Rules was concluded on or after March 1, 2017, and before January 1, 2021; or b) US$ 3,000,000 if the arbitration agreement under the Rules was concluded on or after January 1, 2021. 3 Once the Response to the Request has been received in accordance with Article 5 of the Rules, or once the time period to submit the Response has expired, or at any other appropriate time, and without prejudice to the provisions of Article 30(3) of the Rules, the Secretariat shall inform the parties that the Abbreviated Procedure Provisions apply to the case. 4 At any time during the arbitral proceeding, after consulting the arbitral tribunal and the parties, the Court may decide, of its own motion or at the request of a party, that the Abbreviated Procedure Provisions shall cease to apply to the case. In this case, unless the Court deems it appropriate to substitute and/or reconstitute the arbitral tribunal, the latter shall continue to perform its functions.

Constitution of the Arbitral Tribunal 1 Notwithstanding any provision in the arbitration agreement, the Court may appoint a sole arbitrator. 2 The parties may designate the sole arbitrator within the time period determined by the Secretariat. In the absence of such designation, the sole arbitrator shall be appointed by the Court in the shortest possible time.

Procedure 1 Article 23 of the Rules shall not apply to arbitration under the Abbreviated Procedure Rules. 2 Once the arbitral tribunal is constituted, neither party may formulate new claims unless authorized by the arbitral tribunal, which, in deciding on the matter, shall take into account the nature of the new claims, the stage at which the arbitration has reached, its impact in terms of costs, and any other relevant circumstances. 3 The procedural management conference organized in accordance with Article 24 of the Rules shall take place, at the latest, 15 days from the date the file was transmitted to the arbitral tribunal. The Court may, upon a reasoned request by the arbitral tribunal or, if it deems it necessary, of its own motion, extend such time period. 4 The arbitral tribunal may, at its discretion, adopt such procedural measures as it deems appropriate. In particular, the arbitral tribunal, after consulting the parties, may decide not to allow requests for document production or to limit the number, scope, and extent of written submissions and written testimony (from both fact witnesses and experts). 5 The arbitral tribunal, after consulting the parties, may decide the dispute solely on the basis of the documents submitted by the parties, without a hearing or examination of witnesses or experts.

Award 1 The arbitral tribunal shall render its final award within a period of six months from the date of the procedural management conference. The Court may extend the time period in accordance with Article 31(2) of the Rules. 2 The arbitral tribunal's fees shall be set according to the schedule of administrative costs and arbitrator fees for the abbreviated procedure established in Appendix III.

General Rule In all matters relating to the abbreviated procedure that are not expressly provided for in this Appendix, the Court and the arbitral tribunal shall proceed in accordance with the spirit of the Rules and this Appendix.

ARBITRATION CLAUSES Parties wishing to refer to ICC arbitration are recommended to include the following model clause in their contracts. ICC Model Arbitration Clause All disputes arising out of or in connection with the present contract shall be finally settled under the Arbitration Rules of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The parties are free to adapt the chosen clause to their particular circumstances. For instance, they may wish to specify the number of arbitrators, as the ICC Arbitration Rules contain a presumption in favor of a sole arbitrator. They may also wish to specify the seat, the language or languages, and the law applicable to the merits of the dispute. The ICC Arbitration Rules do not limit the parties' free choice of the seat or language of the arbitration, or the law applicable to the merits. Care should be taken in adapting the clause to avoid any risk of ambiguity in its wording. Unclear language may cause uncertainty and delay and may hinder or even jeopardize the dispute resolution proceedings. The parties should also take account of any factor that may affect the enforceability of the clause under the applicable law. This includes any mandatory requirements of the seat of arbitration and of any place where the award is to be enforced. ICC Arbitration without Emergency Arbitrator If the parties wish to exclude any recourse to the Emergency Arbitrator Provisions, they should do so expressly by adding the following text to the above-mentioned clause: The Emergency Arbitrator Provisions shall not apply.

82 ICC Publication 892 SPA ARBITRATION CLAUSES Abbreviated Procedure The ICC Arbitration Rules provide for an abbreviated procedure for cases of lower value. If the parties wish to exclude the application of the Abbreviated Procedure Provisions, they should do so expressly by adding the following text to the above-mentioned clause: The Abbreviated Procedure Provisions shall not apply. Parties wishing to use the abbreviated procedure in cases of higher value should do so expressly by adding the following text to the above-mentioned clause: The parties agree, in accordance with Article 30(2)(b) of the Arbitration Rules of the International Chamber of Commerce, that the Abbreviated Procedure Rules shall apply regardless of the amount of the dispute. If the parties wish to raise the threshold for the application of the Abbreviated Procedure Rules, the following text should be added to the above-mentioned clause: The parties agree, in accordance with Article 30(2)(b) of the Arbitration Rules of the International Chamber of Commerce, that the Abbreviated Procedure Rules shall apply provided that the amount of the dispute does not exceed US$ [specify the amount] at the time of the communication referred to in Article 1(3) of the Abbreviated Procedure Rules. ICC Model Arbitration Clause without Publication of Awards All disputes arising out of or in connection with the present contract shall be finally settled under the Arbitration Rules of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. No award or procedural order issued in the arbitration shall be published.

ARBITRATION Tiered Clauses ICC arbitration can be used as the forum for final resolution of a dispute after an attempt to settle it by other means such as mediation. Parties wishing to include in their contracts a tiered dispute resolution clause combining ICC arbitration with ICC mediation should refer to the model clauses relating to the ICC Mediation Rules (see pages 100-104). Other combinations of services are also possible. For example, arbitration can be used as a follow-up to expert determination or dispute boards. Similarly, parties resorting to ICC arbitration may wish to provide for recourse to the ICC International ADR Centre to appoint an expert if an expert opinion is needed during the arbitration. Model clauses for these services and other combinations of services are available in various languages at https://iccwbo.org/dispute-resolution-services/.

84 ICC Publication 892 SPA

MEDIATION RULES Mediation Rules of the International Chamber of Commerce Effective as of January 1, 2014

86 ICC Publication 892 SPA ICC MEDIATION RULES

Preliminary Provisions 1 The Mediation Rules (the "Rules") of the International Chamber of Commerce (the "ICC") are administered by the ICC International ADR Centre (the "Centre"), an independent administrative body within the ICC. 2 The Rules provide for the appointment of a neutral third party (the "Mediator") to assist the parties in resolving their dispute. 3 Mediation shall be conducted in accordance with the Rules unless, before the confirmation or appointment of the Mediator, or with the agreement of the Mediator, the parties agree on a different settlement procedure or a combination of settlement procedures. The term "mediation", as used in the Rules, refers to such settlement procedure or procedures, and the term "Mediator" refers to the neutral third party conducting the settlement procedure or procedures in question. Whatever the settlement procedure used, the term "Proceedings", as used in the Rules, refers to the process that begins with the commencement and ends with the conclusion as set out in the Rules. 4 The parties may agree to modify any of the provisions of the Rules; however, the Centre may decide not to administer the Proceedings if, in its view, such modification is inconsistent with the spirit of the Rules. Once the Mediator is confirmed or appointed, any agreement to modify the provisions of the Rules shall also be subject to the approval of the Mediator. 5 The Centre is the sole body authorized to administer Proceedings in accordance with the Rules.

MEDIATION

Commencement when there is an agreement to submit to the Rules 1 When there is an agreement between the parties to submit the dispute to the Rules, any party or parties wishing to initiate mediation in accordance with the Rules shall send a written Request for Mediation (the "Request") to the Centre. The Request shall contain:

• a)

  the names, addresses, telephone numbers, email addresses and any other contact information of the parties to the dispute, as well as those of any person(s) representing the parties in the Proceedings;

• b)

  a description of the dispute including, if possible, an estimate of its monetary value;

• c)

  any agreement to use a settlement procedure other than mediation or, in the absence thereof, any proposal relating to a settlement procedure other than mediation that the requesting party wishes to make;

• d)

  any agreement on the maximum time period for conducting the mediation or, in the absence thereof, any proposal with respect to such time period;

• e)

  any agreement on the language or languages of the mediation or, in the absence thereof, any proposal with respect to such language or languages;

• f)

  any agreement on the place where in-person meetings shall be held or, in the absence thereof, any proposal with respect to such place;

• g)

  any joint appointment of a Mediator made by all parties or any agreement reached by all parties with respect to the characteristics of the Mediator to be appointed by the Centre where there has been no joint appointment or, in the absence of such agreement, any proposal with respect to the characteristics of the Mediator;

• h)

  a copy of any written agreement pursuant to which the Request is made.

  ICC MEDIATION RULES 88 ICC Publication 892 SPA 2 With the Request, the party or parties submitting the Request shall make payment of the registration fee set out in the Appendix in force on the date of submission of the Request. 3 The party or parties submitting the Request shall simultaneously send a copy of the Request to all other parties, unless it has been submitted jointly by all parties. 4 The Centre shall acknowledge receipt of the Request and payment of the registration fee in writing to the parties. 5 When there is an agreement of the parties to submit to the Rules, the date of receipt of the Request by the Centre shall be considered, for all purposes, as the date of commencement of the Proceedings. 6 When the parties have agreed that the time limit for resolving the dispute under the Rules starts running from the submission of the Request, the submission, solely for the purpose of fixing the commencement date, shall be deemed to be made on the date of the Centre's acknowledgment of receipt of the Request, or of payment of the registration fee, whichever is later.

Commencement when there is no prior agreement to submit to the Rules 1 When there is no agreement between the parties to submit their dispute to the Rules, the party wishing to propose to another party that the dispute be submitted to the Rules may do so by sending to the Centre a written Request containing the information specified in Article 2(1) subparagraphs a)−g). Upon receipt of the Request, the Centre shall inform all other parties of the proposal and may assist the parties in considering the proposal. 2 With the Request, the party or parties submitting the Request shall make payment of the registration fee set out in the Appendix in force on the date of submission of the Request.

MEDIATION 3 When the parties reach an agreement to submit their dispute to the Rules, the Proceedings shall commence on the date on which the Centre sends a written confirmation to the parties that such agreement has been reached. 4 When the parties reach no agreement to submit their dispute to the Rules within 15 days from the date of receipt of the Request by the Centre, or within such further time period as the Centre may reasonably set, the Proceedings shall not commence.

Place and language(s) of mediation 1 In the absence of an agreement between the parties, the Centre may fix the place where any in-person meeting between the Mediator and the parties shall be held, or may invite the Mediator to do so once the latter has been confirmed or appointed. 2 In the absence of an agreement between the parties, the Centre may determine the language or languages in which the mediation shall be conducted or may invite the Mediator to do so once the latter has been confirmed or appointed.

Selection of the Mediator 1 The parties may jointly appoint a Mediator for confirmation by the Centre. 2 In the absence of a joint appointment of a Mediator by the parties, the Centre, after consulting with the parties, shall appoint a Mediator or propose a list of Mediators to the parties. All parties may jointly appoint a Mediator from such list for confirmation by the Centre and, failing to do so, the Centre shall appoint a Mediator.

ICC MEDIATION RULES 90 ICC Publication 892 SPA 3 Before appointment or confirmation, the person proposed as Mediator must sign a statement of acceptance, availability, impartiality and independence. The person proposed as Mediator must disclose in writing to the Centre any facts or circumstances which, in the view of the parties, may give rise to doubts as to his or her independence, as well as any circumstances that might give rise to reasonable doubts as to his or her impartiality. The Centre shall communicate such information in writing to the parties and shall set a time limit for them to make their comments. 4 In confirming or appointing a Mediator, the Centre shall take account of the characteristics of the person proposed as Mediator, including, but not limited to, his or her nationality, linguistic competence, training, qualifications and experience, as well as availability and suitability to conduct the mediation in accordance with the Rules. 5 When the Centre appoints a Mediator, it shall do so on the basis of a proposal by a National Committee or Group of the ICC, or otherwise. The Centre shall make all reasonable efforts to appoint a Mediator who has the characteristics that, if any, have been agreed by all parties. If any party objects to the Mediator appointed by the Centre and notifies the Centre and the other parties in writing of such objection, stating the reasons therefor, within 15 days from receipt of the notification of appointment, the Centre shall appoint another Mediator. 6 By mutual agreement of all parties, they may appoint more than one Mediator or request the Centre to appoint more than one Mediator, in accordance with the provisions of the Rules. In appropriate circumstances, the Centre may propose to the parties that there be more than one Mediator.

MEDIATION

Fees and Costs 1 The party or parties submitting a Request shall accompany the Request with payment of the non-refundable registration fee as required by Article 2(2) or Article 3(2) of the Rules, as set out in the attached Appendix. No Request shall be processed if not accompanied by payment of the registration fee. 2 In the event a Request is received pursuant to Article 3, the Centre may require payment of a deposit to cover the administrative expenses of the Centre from the party submitting it. 3 After commencement of the Proceedings, the Centre shall request from the parties payment of one or more deposits to cover the administrative expenses of the Centre, as well as the fees and expenses of the Mediator, as set out in the attached Appendix. 4 The Centre may suspend or terminate the Proceedings in accordance with the Rules if any requested deposit is not paid. 5 Upon conclusion of the Proceedings, the Centre shall fix the total costs of the Proceedings and, if applicable, shall reimburse to the parties any overpayment or shall invoice the parties for any balance outstanding, in accordance with the Rules. 6 With respect to Proceedings commenced in accordance with the Rules, the parties shall pay all required deposits and costs in equal shares, unless otherwise agreed in writing. However, any party may pay the outstanding balance of such deposits and costs if the other party fails to pay its share. 7 All other expenses of a party shall remain the responsibility of that party, unless otherwise agreed by the parties.

ICC MEDIATION RULES 92 ICC Publication 892 SPA

Conduct of Mediation 1 The Mediator and the parties shall promptly discuss the manner in which the mediation shall be conducted. 2 Following such discussion, the Mediator shall promptly send to the parties a written note informing them of the manner in which the mediation shall be conducted. By agreeing to submit a dispute to the Rules, the parties consent to participate in the Proceedings, at least until they receive such note from the Mediator or, prior to that, until the Proceedings are terminated in accordance with Article 8(1) of the Rules. 3 In establishing and conducting the mediation, the Mediator shall be guided by the wishes of the parties, treating them with fairness and impartiality. 4 Each party shall act in good faith throughout the Mediation.

Conclusion of Proceedings 1 Proceedings that have commenced in accordance with the Rules shall conclude by written confirmation of such conclusion by the Centre to the parties when any of the following circumstances first occurs:

• a)

  the parties sign a settlement agreement;

• b)

  any party notifies the Mediator in writing at any time following receipt of the Mediator's note in accordance with Article 7(2) that such party has decided not to continue with the mediation;

• c)

  the Mediator notifies the parties in writing that the mediation has ended;

• d)

  the Mediator notifies the parties in writing that, in the Mediator's opinion, the mediation will not resolve the dispute between the parties;

  MEDIATION e) the Centre notifies the parties in writing that the time period fixed for the Proceedings, including any extension that may have been set, has expired; f) the Centre notifies the parties in writing, not less than seven days after the scheduled date for payment by a party or parties as provided for in the Rules, that such payment has not been made; or g) the Centre notifies the parties in writing that, in its opinion, the appointment of the Mediator has failed or the appointment of the Mediator has not been reasonably possible. 2 The Mediator shall promptly notify the Centre of the parties' execution of a settlement agreement or of any notification given to or by the Mediator in accordance with Article 8(1) subparagraphs b)−d), and shall send to the Centre a copy of such notification.

Confidentiality 1 Unless the parties agree otherwise and unless the applicable law prohibits it: a) the Proceedings, although not the fact that they are taking place, have taken place or will take place, are private and confidential; b) any settlement agreement between the parties shall be confidential, unless a party is entitled to disclose it to the extent that such disclosure is required by the applicable law or is necessary for the implementation or enforcement of such agreement.

ICC MEDIATION RULES 94 ICC Publication 892 SPA 2 Unless required by the applicable law and in the absence of an agreement to the contrary between the parties, no party shall present as evidence in any judicial, arbitral or similar proceedings:

• a)

  any document, statement or communication submitted by any other party or by the Mediator in or for the Proceedings, unless it can be obtained independently by the party wishing to present it in any judicial, arbitral or similar proceedings;

• b)

  any opinion expressed or suggestion made by any party during the Proceedings with respect to the dispute or a possible settlement of the dispute;

• c)

  any admission made by any other party during the Proceedings;

• d)

  any opinion expressed or proposal made by the Mediator in the course of the Proceedings; or e) the fact that a party has indicated during the Proceedings a willingness to accept a settlement proposal.

General Provisions 1 If, prior to the date this Rules become effective, the parties agreed to submit their dispute to the ICC ADR Rules, such agreement shall be considered an agreement to submit to the ICC Mediation Rules, unless any party objects, in which case the ICC ADR Rules shall apply. 2 Unless all parties agree otherwise in writing, or unless prohibited by the applicable law, the parties may initiate or continue any judicial, arbitral or similar proceedings concerning the dispute, despite the Proceedings established under the Rules.

MEDIATION 3 Unless all parties agree otherwise in writing, a Mediator shall not and shall not have acted as a judge, arbitrator, expert, representative or adviser to any of the parties in any judicial, arbitral or similar proceedings relating to the dispute that is or was the subject of the Proceedings under the Rules. 4 Unless required by the applicable law or all parties and the Mediator agree otherwise in writing, the Mediator shall not act as a witness in any judicial, arbitral or similar proceedings relating to any aspect of the Proceedings under the Rules. 5 The Mediator, the Centre, the ICC and its employees, the National Committees and Groups of the ICC and their employees and representatives shall not be liable to any person for any facts, acts or omissions relating to the Proceedings, except to the extent that such limitation of liability is prohibited by applicable law. 6 In all cases not expressly provided for in the Rules, the Centre and the Mediator shall proceed in accordance with the spirit of its provisions.

96 ICC Publication 892 SPA ICC MEDIATION RULES APPENDIX – FEES AND COSTS

Registration Fee Each Request in accordance with the Rules shall be accompanied by a registration fee of US$ 3,000. The registration fee is non-refundable and shall be credited against the deposit of the party or parties submitting the Request.

Administrative Expenses 1 The Centre shall fix the administrative expenses of the ICC for the procedure at its discretion in accordance with the tasks incumbent upon the Centre, and shall in principle not exceed the following limits: US$ 5,000 for amounts in dispute not exceeding US$ 200,000; US$ 10,000 for amounts in dispute between US$ 200,001 and US$ 2,000,000; US$ 15,000 for amounts in dispute between US$ 2,000,001 and US$ 10,000,000; US$ 20,000 for amounts in dispute between US$ 10,000,001 and US$ 50,000,000; US$ 25,000 for amounts in dispute between US$ 50,000,001 and US$ 100,000,000; US$ 30,000 for amounts in dispute exceeding US$ 100,000,000. 2 If the amount of the dispute has not been stated, the Centre may fix the administrative expenses at its discretion taking into account all circumstances of the case, including any indications as to the value of the dispute; however, such expenses shall in principle not exceed US$ 20,000.

MEDIATION 3 In exceptional circumstances, the Centre may fix the administrative expenses at an amount higher than that resulting from the application of the above tariff, provided that the Centre informs the parties of this possibility in advance and that such amount shall in principle not exceed the maximum amount for administrative expenses provided for in the tariff. 4 The Centre may also require payment of additional administrative expenses beyond those provided for in the tariff described in Article 2(1) of this Appendix as a condition for keeping a mediation in abeyance at the request of the parties or one of them with the acquiescence of the other. The suspension fee shall in principle not exceed US$ 1,000 per party per year.

Mediator's Fees and Expenses 1 Unless the parties and the Mediator agree otherwise, the Mediator's fees shall be calculated on the basis of the reasonable time spent by the Mediator on the procedure. Such fees shall be based on an hourly rate fixed by the Centre at the time of the Mediator's appointment or confirmation and after consultation with the Mediator and the parties. This hourly rate shall be at a reasonable amount, fixed according to the complexity of the dispute and any other relevant circumstances. 2 If the parties and the Mediator so agree, the Centre may fix the Mediator's fees on the basis of a single flat fee for the entire procedure, instead of an hourly rate. The single flat fee shall be at a reasonable amount and shall be fixed according to the complexity of the dispute, the amount of work of the Mediator as estimated by the parties and by the Mediator, and any other relevant circumstances. The Centre may increase or decrease the amount of the single flat fee in accordance with a reasoned request by any party or the Mediator. Before increasing or decreasing the single flat fee, the Centre shall invite all parties and the Mediator to submit their comments.

98 ICC Publication 892 SPA ICC MEDIATION RULES APPENDIX – FEES AND COSTS 3 The amount of the Mediator's reasonable expenses shall be fixed by the Centre. 4 It shall be the exclusive responsibility of the Centre to fix the Mediator's fees and expenses as provided for in the Rules. Any agreement between the parties and the Mediator regarding fees is not permitted by the Rules.

Prior ICC Arbitration When the mediation has been preceded by the submission of a Request for Arbitration in accordance with the Arbitration Rules of the ICC relating to the same parties and to the same dispute or parts thereof, the registration fee for the arbitration procedure shall be credited against the administrative expenses of the mediation, in the event that the total amount of the administrative expenses paid in connection with the arbitration exceeds US$ 7,500.

Currency, VAT and Scope of Application 1 All amounts fixed by the Centre or in accordance with any of the appendices to the Rules are payable in US$ unless prohibited by law, in which case the ICC may apply a different fee and agreement on honoraria in another currency. 2 The amounts paid to the Mediator do not include value added tax (VAT), nor any other tax, fee or contribution that may be applicable to the Mediator's honoraria. The parties shall pay such taxes, fees or contributions; the reimbursement of these is a matter exclusively between the Mediator and the parties. 3 Any administrative expense of the ICC may be subject to value added tax (VAT) or contributions of similar nature at the prevailing rate. 4 The foregoing provisions on the costs of the procedure shall govern all procedures initiated on January 1, 2018 or after that date in accordance with these Rules, or the ICC ADR Rules.

The ICC as Appointing Authority Any request received inviting an ICC body to appoint a Mediator shall be dealt with in accordance with the ICC Rules for the Appointment of Experts or Other Persons and shall be accompanied by a non-refundable registration fee of US$ 3,000 per Mediator. A request not accompanied by such registration fee shall not be taken into consideration. For additional services, the ICC may at its discretion determine the amount of ICC administrative expenses corresponding to the services rendered and normally should not exceed the maximum amount of US$ 10,000.