Common use of Managing disputes Clause in Contracts

Managing disputes. 22.1 When either Party notifies the other of a dispute, both Parties will attempt in good faith to negotiate a settlement as soon as possible. 22.2 Nothing in this prevents a Party from seeking any interim order restraining the other Party from doing any act or compelling the other Party to do any act. 22.3 If the dispute cannot be resolved, either Party will be entitled to refer it to mediation in accordance with the procedures below, unless: the Buyer considers that the dispute is not suitable for resolution by mediation; the Supplier does not agree to mediation. 22.4 The procedure for mediation is as follows: A neutral adviser or mediator will be chosen by agreement between the Parties. If the Parties cannot agree on a mediator within 10 Working Days after a request by one Party to the other, either Party will as soon as possible, apply to the mediation provider or to the Centre for Effective Dispute Resolution (CEDR) to appoint a mediator. This application to CEDR must take place within 12 Working Days from the date of the proposal to appoint a mediator, or within 3 Working Days of notice from the mediator to either Party that they are unable or unwilling to act. The Parties will meet with the mediator within 10 Working Days of the mediator’s appointment to agree a programme for the exchange of all relevant information and the structure for negotiations to be held. The Parties may at any stage seek help from the mediation provider specified in this clause to provide guidance on a suitable procedure. Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. If the Parties reach agreement on the resolution of the dispute, the agreement will be recorded in writing and will be binding on the Parties once it is signed by their duly authorised representatives. Failing agreement, either Party may invite the mediator to provide a non-binding but informative opinion in writing. Such an opinion will be provided without prejudice and will not be used in evidence in any proceedings relating to the Call-Off Contract without the prior written consent of both Parties. If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts. 22.5 Either Party may request by written notice that the dispute is referred to expert determination if the dispute relates to: any technical aspect of the delivery of the digital services; the underlying technology; or is otherwise of a financial or technical nature. 22.6 An expert will be appointed by written agreement between the Parties, but if there’s a failure to agree within 10 Working Days, or if the person appointed is unable or unwilling to act, the expert will be appointed on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society). 22.7 The expert will act on the following basis: they will act as an expert and not as an arbitrator and will act fairly and impartially; the expert's determination will (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the expert will decide the procedure to be followed in the determination and will be requested to make their determination within 30 Working Days of their appointment or as soon as reasonably practicable and the Parties will help and provide the documentation that the expert needs for the determination; any amount payable by one Party to another as a result of the expert's determination will be due and payable within 20 Working Days of the expert's determination being notified to the Parties the process will be conducted in private and will be confidential; the expert will determine how and by whom the costs of the determination, including their fees and expenses, are to be paid. 22.8 Without prejudice to any other rights of the Buyer under the Call-Off Contract, the obligations of the Parties under the Call-Off Contract will not be suspended, ceased or delayed by the reference of a dispute submitted to mediation or expert determination and the Supplier and the Supplier Staff will comply fully with the Requirements of the Call-Off Contract at all times.

Managing disputes. 22.1 When either Party notifies the other of a dispute, both Parties will attempt in good faith to negotiate a settlement as soon as possible. 22.2 Nothing in this prevents a Party from seeking any interim order restraining the other Party from doing any act or compelling the other Party to do any act. 22.3 If the dispute cannot be resolved, either Party will be entitled to refer it to mediation in accordance with the procedures below, unless: ● the Buyer considers that the dispute is not suitable for resolution by mediation; ● the Supplier does not agree to mediation. 22.4 The procedure for mediation is as follows: ● A neutral adviser or mediator will be chosen by agreement between the Parties. If the Parties cannot agree on a mediator within 10 Working Days after a request by one Party to the other, either Party will as soon as possible, apply to the mediation provider or to the Centre for Effective Dispute Resolution (CEDR) to appoint a mediator. This application to CEDR must take place within 12 Working Days from the date of the proposal to appoint a mediator, or within 3 Working Days of notice from the mediator to either Party that they are unable or unwilling to act. ● The Parties will meet with the mediator within 10 Working Days of the mediator’s appointment to agree a programme for the exchange of all relevant information and the structure for negotiations to be held. The Parties may at any stage seek help from the mediation provider specified in this clause to provide guidance on a suitable procedure. ● Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. ● If the Parties reach agreement on the resolution of the dispute, the agreement will be recorded in writing and will be binding on the Parties once it is signed by their duly authorised representatives. ● Failing agreement, either Party may invite the mediator to provide a non-non- binding but informative opinion in writing. Such an opinion will be provided without prejudice and will not be used in evidence in any proceedings relating to the Call-Off Contract without the prior written consent of both Parties. ● If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts. 22.5 Either Party may request by written notice that the dispute is referred to expert determination if the dispute relates to: ● any technical aspect of the delivery of the digital services; ● the underlying technology; or ● is otherwise of a financial or technical nature. 22.6 An expert will be appointed by written agreement between the Parties, but if there’s a failure to agree within 10 Working Days, or if the person appointed is unable or unwilling to act, the expert will be appointed on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society). 22.7 The expert will act on the following basis: ● they will act as an expert and not as an arbitrator and will act fairly and impartially; ● the expert's determination will (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; ● the expert will decide the procedure to be followed in the determination and will be requested to make their determination within 30 Working Days of their appointment or as soon as reasonably practicable and the Parties will help and provide the documentation that the expert needs for the determination; ● any amount payable by one Party to another as a result of the expert's determination will be due and payable within 20 Working Days of the expert's determination being notified to the Parties ● the process will be conducted in private and will be confidential; ● the expert will determine how and by whom the costs of the determination, including their fees and expenses, are to be paid. 22.8 Without prejudice to any other rights of the Buyer under the Call-Off Contract, the obligations of the Parties under the Call-Off Contract will not be suspended, ceased or delayed by the reference of a dispute submitted to mediation or expert determination and the Supplier and the Supplier Staff will comply fully with the Requirements of the Call-Off Contract at all times.

Managing disputes. 22.1 When either Party notifies the other of a dispute, both Parties will attempt in good faith to negotiate a settlement as soon as possible. 22.2 Nothing in this procedure will prevents a Party from seeking any interim order restraining the other Party from doing any act or compelling the other Party to do any act. 22.3 If the dispute cannot be resolved, either Party will be entitled to refer it to mediation in accordance with the procedures below, unless: the Buyer considers that the dispute is not suitable for resolution by mediation; , the Supplier does not agree to mediation. 22.4 The procedure for mediation is as follows: A neutral adviser or mediator will be chosen by agreement between the Parties. If the Parties cannot agree on a mediator within 10 Working Days UK working days after a request by one Party to the other, either Party will as soon as possible, apply to the mediation provider or to the Centre for Effective Dispute Resolution (CEDR) to appoint a mediator. This application to CEDR must take place within 12 Working Days UK working days from the date of the proposal to appoint a mediator, or within 3 Working Days UK working days of notice from the mediator to either Party that they are unable or unwilling to act. The Parties will meet with the mediator within 10 Working Days UK working days of the mediator’s appointment to agree a programme for the exchange of all relevant information and the structure for negotiations to be held. The Parties may at any stage seek help from the mediation provider specified in this clause to provide guidance on a suitable procedure. Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. If the Parties reach agreement on the resolution of the dispute, the agreement will be recorded in reduced to writing and will be binding on the Parties once it is signed by their duly authorised representatives. Failing agreement, either Party may invite the mediator to provide a non-binding but informative opinion in writing. Such an opinion will be provided without prejudice and will not be used in evidence in any proceedings relating to the this Call-Off Contract without the prior written consent of both Parties. If the Parties fail to reach agreement in the structured negotiations within 60 Working Days UK working days of the mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts. 22.5 Either Party may request by written notice that the dispute is referred to expert determination if the dispute relates to: any technical aspect of the delivery of the digital services; the underlying technology; or otherwise is otherwise of a financial or technical nature. 22.6 An expert will be appointed by written agreement between the Parties, but if there’s there is a failure to agree within 10 Working DaysUK working days, or if the person appointed is unable or unwilling to act, the expert will be appointed on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society). 22.7 The expert will act on the following basis: they will act as an expert and not as an arbitrator and will act fairly and impartially; the expert's determination will (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the expert will decide the procedure to be followed in the determination and will be requested to make their determination within 30 Working Days UK working days of their appointment or as soon as reasonably practicable and the Parties will help and provide the documentation that the expert needs for the determination; any amount payable by one Party to another as a result of the expert's determination will be due and payable within 20 Working Days UK working days of the expert's determination being notified to the Parties the process will be conducted in private and will be confidential; the expert will determine how and by whom the costs of the determination, including their fees and expenses, are to be paid. 22.8 Without prejudice to any other rights of the Buyer under the this Call-Off Contract, the obligations of the Parties under the this Call-Off Contract will not be suspended, ceased or delayed by the reference of a dispute submitted to mediation or expert determination and the Supplier and the Supplier Staff will comply fully with the Requirements of the this Call-Off Contract at all times.

Managing disputes. 22.1 When either Party notifies the other of a dispute, both Parties will attempt in good faith to negotiate a settlement as soon as possible. 22.2 Nothing in this procedure will prevents a Party from seeking any interim order restraining the other Party from doing any act or compelling the other Party to do any act. 22.3 If the dispute cannot be resolved, either Party will be entitled to refer it to mediation in accordance with the procedures below, unless: • the Buyer considers that the dispute is not suitable for resolution by mediation; • the Supplier does not agree to mediation. 22.4 The procedure for mediation is as follows: • A neutral adviser or mediator will be chosen by agreement between the Parties. If the Parties cannot agree on a mediator within 10 Working Days after a request by one Party to the other, either Party will as soon as possible, apply to the mediation provider or to the Centre for Effective Dispute Resolution (CEDR) to appoint a mediator. This application to CEDR must take place within 12 Working Days from the date of the proposal to appoint a mediator, or within 3 Working Days of notice from the mediator to either Party that they are unable or unwilling to act. • The Parties will meet with the mediator within 10 Working Days of the mediator’s appointment to agree a programme for the exchange of all relevant information and the structure for negotiations to be held. The Parties may at any stage seek help from the mediation provider specified in this clause to provide guidance on a suitable procedure. • Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. • If the Parties reach agreement on the resolution of the dispute, the agreement will be recorded in reduced to writing and will be binding on the Parties once it is signed by their duly authorised representatives. • Failing agreement, either Party may invite the mediator to provide a non-binding but informative opinion in writing. Such an opinion will be provided without prejudice and will not be used in evidence in any proceedings relating to the this Call-Off Contract without the prior written consent of both Parties. • If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts. 22.5 Either Party may request by written notice that the dispute is referred to expert determination if the dispute relates to: • any technical aspect of the delivery of the digital services; • the underlying technology; or • otherwise is otherwise of a financial or technical nature. 22.6 An expert will be appointed by written agreement between the Parties, but if there’s a failure to agree within 10 Working Days, or if the person appointed is unable or unwilling to act, the expert will be appointed on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society). 22.7 The expert will act on the following basis: • they will act as an expert and not as an arbitrator and will act fairly and impartially; • the expert's determination will (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; • the expert will decide the procedure to be followed in the determination and will be requested to make their determination within 30 Working Days of their appointment or as soon as reasonably practicable and the Parties will help and provide the documentation that the expert needs for the determination; • any amount payable by one Party to another as a result of the expert's determination will be due and payable within 20 Working Days of the expert's determination being notified to the Parties • the process will be conducted in private and will be confidential; • the expert will determine how and by whom the costs of the determination, including their fees and expenses, are to be paid. 22.8 Without prejudice to any other rights of the Buyer under the this Call-Off Contract, the obligations of the Parties under the this Call-Off Contract will not be suspended, ceased or delayed by the reference of a dispute submitted to mediation or expert determination and the Supplier and the Supplier Staff will comply fully with the Requirements of the this Call-Off Contract at all times.

Managing disputes. 22.1 When either Party notifies the other of a dispute, both Parties will attempt in good faith to negotiate a settlement as soon as possible. 22.2 Nothing in this prevents a Party from seeking any interim order restraining the other Party from doing any act or compelling the other Party to do any act. 22.3 If the dispute cannot be resolved, either Party will be entitled to refer it to mediation in accordance with the procedures below, unless: ● the Buyer considers that the dispute is not suitable for resolution by mediation; ● the Supplier does not agree to mediation. 22.4 The procedure for mediation is as follows: ● A neutral adviser or mediator will be chosen by agreement between the Parties. If the Parties cannot agree on a mediator within 10 Working Days after a request by one Party to the other, either Party will as soon as possible, apply to the mediation provider or to the Centre for Effective Dispute Resolution (CEDR) to appoint a mediator. This application to CEDR must take place within 12 Working Digital Outcomes and Specialists 2 Framework Agreement Call-off Contract 32 Days from the date of the proposal to appoint a mediator, or within 3 Working Days of notice from the mediator to either Party that they are unable or unwilling to act. ● The Parties will meet with the mediator within 10 Working Days of the mediator’s appointment to agree a programme for the exchange of all relevant information and the structure for negotiations to be held. The Parties may at any stage seek help from the mediation provider specified in this clause to provide guidance on a suitable procedure. ● Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. ● If the Parties reach agreement on the resolution of the dispute, the agreement will be recorded in writing and will be binding on the Parties once it is signed by their duly authorised representatives. ● Failing agreement, either Party may invite the mediator to provide a non-binding but informative opinion in writing. Such an opinion will be provided without prejudice and will not be used in evidence in any proceedings relating to the Call-Off Contract without the prior written consent of both Parties. ● If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts. 22.5 Either Party may request by written notice that the dispute is referred to expert determination if the dispute relates to: ● any technical aspect of the delivery of the digital services; ● the underlying technology; or ● is otherwise of a financial or technical nature. 22.6 An expert will be appointed by written agreement between the Parties, but if there’s a failure to agree within 10 Working Days, or if the person appointed is unable or unwilling to act, the expert will be appointed on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society). 22.7 The expert will act on the following basis: ● they will act as an expert and not as an arbitrator and will act fairly and impartially; ● the expert's determination will (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; ● the expert will decide the procedure to be followed in the determination and will be requested to make their determination within 30 Working Days of their appointment or as soon as reasonably practicable and the Parties will help and provide the documentation that the expert needs for the determination; ● any amount payable by one Party to another as a result of the expert's determination will be due and payable within 20 Working Days of the expert's determination being notified to the Parties ● the process will be conducted in private and will be confidential; Digital Outcomes and Specialists 2 Framework Agreement Call-off Contract 33 ● the expert will determine how and by whom the costs of the determination, including their fees and expenses, are to be paid. 22.8 Without prejudice to any other rights of the Buyer under the Call-Off Contract, the obligations of the Parties under the Call-Off Contract will not be suspended, ceased or delayed by the reference of a dispute submitted to mediation or expert determination and the Supplier and the Supplier Staff will comply fully with the Requirements of the Call-Off Contract at all times.

Managing disputes. 22.1 When either Party notifies the other of a dispute, both Parties will attempt in good faith to negotiate a settlement as soon as possible. 22.2 Nothing in this procedure will prevents a Party from seeking any interim order restraining the other Party from doing any act or compelling the other Party to do any act. 22.3 If the dispute cannot be resolved, either Party will be entitled to refer it to mediation in accordance with the procedures below, unless: ● the Buyer considers that the dispute is not suitable for resolution by mediation; mediation; ● the Supplier does not agree to mediation. 22.4 The procedure for mediation is as follows: ● A neutral adviser or mediator will be chosen by agreement between the Parties. If the Parties cannot agree on a mediator within 10 Working Days after a request by one Party to the other, either Party will as soon as possible, apply to the mediation provider or to the Centre for Effective Dispute Resolution (CEDR) to appoint a mediator. This application to CEDR must take place within 12 Working Days from the date of the proposal to appoint a mediator, or within 3 Working Days of notice from the mediator to either Party that they are unable or unwilling to act. ● The Parties will meet with the mediator within 10 Working Days of the mediator’s appointment to agree a programme for the exchange of all relevant information and the structure for negotiations to be held. The Parties may at any stage seek help from the mediation provider specified in this clause to provide guidance on a suitable procedure. ● Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. ● If the Parties reach agreement on the resolution of the dispute, the agreement will be recorded in reduced to writing and will be binding on the Parties once it is signed by their duly authorised representatives. ● Failing agreement, either Party may invite the mediator to provide a non-binding non­binding but informative opinion in writing. Such an opinion will be provided without prejudice and will not be used in evidence in any proceedings relating to the Call-Off this Call­Off Contract without the prior written consent of both Parties. ● If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts. 22.5 Either Party may request by written notice that the dispute is referred to expert determination if the dispute relates to: ● any technical aspect of the delivery of the digital services; services; ● the underlying technology; technology; or ● otherwise is otherwise of a financial or technical nature. 22.6 An expert will be appointed by written agreement between the Parties, but if there’s a failure to agree within 10 Working Days, or if the person appointed is unable or unwilling to act, the expert will be appointed on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society). 22.7 The expert will act on the following basis: ● they will act as an expert and not as an arbitrator and will act fairly and impartially; impartially; ● the expert's determination will (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; Parties; ● the expert will decide the procedure to be followed in the determination and will be requested to make their determination within 30 Working Days of their appointment or as soon as reasonably practicable and the Parties will help and provide the documentation that the expert needs for the determination; determination; ● any amount payable by one Party to another as a result of the expert's determination will be due and payable within 20 Working Days of the expert's determination being notified to the Parties ● the process will be conducted in private and will be confidential; confidential; ● the expert will determine how and by whom the costs of the determination, including their fees and expenses, are to be paid. 22.8 Without prejudice to any other rights of the Buyer under the Call-Off this Call­Off Contract, the obligations of the Parties under the Call-Off this Call­Off Contract will not be suspended, ceased or delayed by the reference of a dispute submitted to mediation or expert determination and the Supplier and the Supplier Staff will comply fully with the Requirements of the Call-Off this Call­Off Contract at all times.

Managing disputes. 22.1 When either Party notifies the other of a dispute, both Parties will attempt in good faith to negotiate a settlement as soon as possible. 22.2 Nothing in this procedure will prevents a Party from seeking any interim order restraining the other Party from doing any act or compelling the other Party to do any act. 22.3 If the dispute cannot be resolved, either Party will be entitled to refer it to mediation in accordance with the procedures below, unless: ● the Buyer considers that the dispute is not suitable for resolution by mediation; , ● the Supplier does not agree to mediation. 22.4 The procedure for mediation is as follows: ● A neutral adviser or mediator will be chosen by agreement between the Parties. If the Parties cannot agree on a mediator within 10 Working Days UK working days after a request by one Party to the other, either Party will as soon as possible, apply to the mediation provider or to the Centre for Effective Dispute Resolution (CEDR) to appoint a mediator. This application to CEDR must take place within 12 Working Days UK working days from the date of the proposal to appoint a mediator, or within 3 Working Days UK working days of notice from the mediator to either Party that they are unable or unwilling to act. ● The Parties will meet with the mediator within 10 Working Days UK working days of the mediator’s appointment to agree a programme for the exchange of all relevant information and the structure for negotiations to be held. The Parties may at any stage seek help from the mediation provider specified in this clause to provide guidance on a suitable procedure. ● Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. ● If the Parties reach agreement on the resolution of the dispute, the agreement will be recorded in reduced to writing and will be binding on the Parties once it is signed by their duly authorised representatives. ● Failing agreement, either Party may invite the mediator to provide a non-binding but informative opinion in writing. Such an opinion will be provided without prejudice and will not be used in evidence in any proceedings relating to the this Call-Off Contract without the prior written consent of both Parties. ● If the Parties fail to reach agreement in the structured negotiations within 60 Working Days UK working days of the mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts. 22.5 Either Party may request by written notice that the dispute is referred to expert determination if the dispute relates to: ● any technical aspect of the delivery of the digital services; ● the underlying technology; or ● otherwise is otherwise of a financial or technical nature. 22.6 An expert will be appointed by written agreement between the Parties, but if there’s there is a failure to agree within 10 Working DaysUK working days, or if the person appointed is unable or unwilling to act, the expert will be appointed on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society). 22.7 The expert will act on the following basis: ● they will act as an expert and not as an arbitrator and will act fairly and impartially; ● the expert's determination will (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; ● the expert will decide the procedure to be followed in the determination and will be requested to make their determination within 30 Working Days UK working days of their appointment or as soon as reasonably practicable and the Parties will help and provide the documentation that the expert needs for the determination; ● any amount payable by one Party to another as a result of the expert's determination will be due and payable within 20 Working Days UK working days of the expert's determination being notified to the Parties ● the process will be conducted in private and will be confidential; ● the expert will determine how and by whom the costs of the determination, including their fees and expenses, are to be paid. 22.8 Without prejudice to any other rights of the Buyer under the this Call-Off Contract, the obligations of the Parties under the this Call-Off Contract will not be suspended, ceased or delayed by the reference of a dispute submitted to mediation or expert determination and the Supplier and the Supplier Staff will comply fully with the Requirements of the this Call-Off Contract at all times.

Managing disputes. 22.1 When either Party notifies the other of a dispute, both Parties will attempt in good faith to negotiate a settlement as soon as possible. 22.2 Nothing in this procedure will prevents a Party from seeking any interim order restraining the other Party from doing any act or compelling the other Party to do any act. 22.3 If the dispute cannot be resolved, either Party will be entitled to refer it to mediation in accordance with the procedures below, unless: the Buyer considers that the dispute is not suitable for resolution by mediation; the Supplier does not agree to mediation. 22.4 The procedure for mediation is as follows: A neutral adviser or mediator will be chosen by agreement between the Parties. If the Parties cannot agree on a mediator within 10 Working Days after a request by one Party to the other, either Party will as soon as possible, apply to the mediation provider or to the Centre for Effective Dispute Resolution (CEDR) to appoint a mediator. This application to CEDR must take place within 12 Working Days from the date of the proposal to appoint a mediator, or within 3 Working Days of notice from the mediator to either Party that they are unable or unwilling to act. The Parties will meet with the mediator within 10 Working Days of the mediator’s appointment to agree a programme for the exchange of all relevant information and the structure for negotiations to be held. The Parties may at any stage seek help from the mediation provider specified in this clause to provide guidance on a suitable procedure. Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. If the Parties reach agreement on the resolution of the dispute, the agreement will be recorded in reduced to writing and will be binding on the Parties once it is signed by their duly authorised representatives. Failing agreement, either Party may invite the mediator to provide a non-binding but informative opinion in writing. Such an opinion will be provided without prejudice and will not be used in evidence in any proceedings relating to the this Call-Off Contract without the prior written consent of both Parties. If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts. 22.5 Either Party may request by written notice that the dispute is referred to expert determination if the dispute relates to: any technical aspect of the delivery of the digital services; the underlying technology; or otherwise is otherwise of a financial or technical nature. 22.6 An expert will be appointed by written agreement between the Parties, but if there’s a failure to agree within 10 Working Days, or if the person appointed is unable or unwilling to act, the expert will be appointed on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society). 22.7 The expert will act on the following basis: they will act as an expert and not as an arbitrator and will act fairly and impartially; the expert's determination will (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the expert will decide the procedure to be followed in the determination and will be requested to make their determination within 30 Working Days of their appointment or as soon as reasonably practicable and the Parties will help and provide the documentation that the expert needs for the determination; any amount payable by one Party to another as a result of the expert's determination will be due and payable within 20 Working Days of the expert's determination being notified to the Parties the process will be conducted in private and will be confidential; the expert will determine how and by whom the costs of the determination, including their fees and expenses, are to be paid. 22.8 Without prejudice to any other rights of the Buyer under the this Call-Off Contract, the obligations of the Parties under the this Call-Off Contract will not be suspended, ceased or delayed by the reference of a dispute submitted to mediation or expert determination and the Supplier and the Supplier Staff will comply fully with the Requirements of the this Call-Off Contract at all times.

Managing disputes. 22.1 When either Party notifies the other of a dispute, both Parties will attempt in good faith to negotiate a settlement as soon as possible. 22.2 Nothing in this prevents a Party from seeking any interim order restraining the other Party from doing any act or compelling the other Party to do any act.. Digital Outcomes and Specialists 2 Framework Agreement Call-off Contract 33 22.3 If the dispute cannot be resolved, either Party will be entitled to refer it to mediation in accordance with the procedures below, unless: ● the Buyer considers that the dispute is not suitable for resolution by mediation; ● the Supplier does not agree to mediation. 22.4 The procedure for mediation is as follows: ● A neutral adviser or mediator will be chosen by agreement between the Parties. If the Parties cannot agree on a mediator within 10 Working Days after a request by one Party to the other, either Party will as soon as possible, apply to the mediation provider or to the Centre for Effective Dispute Resolution (CEDR) to appoint a mediator. This application to CEDR must take place within 12 Working Days from the date of the proposal to appoint a mediator, or within 3 Working Days of notice from the mediator to either Party that they are unable or unwilling to act. ● The Parties will meet with the mediator within 10 Working Days of the mediator’s appointment to agree a programme for the exchange of all relevant information and the structure for negotiations to be held. The Parties may at any stage seek help from the mediation provider specified in this clause to provide guidance on a suitable procedure. ● Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. ● If the Parties reach agreement on the resolution of the dispute, the agreement will be recorded in writing and will be binding on the Parties once it is signed by their duly authorised representatives. ● Failing agreement, either Party may invite the mediator to provide a non-binding but informative opinion in writing. Such an opinion will be provided without prejudice and will not be used in evidence in any proceedings relating to the Call-Off Contract without the prior written consent of both Parties. ● If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts. 22.5 Either Party may request by written notice that the dispute is referred to expert determination if the dispute relates to: ● any technical aspect of the delivery of the digital services; ● the underlying technology; or ● is otherwise of a financial or technical nature. 22.6 An expert will be appointed by written agreement between the Parties, but if there’s a failure to agree within 10 Working Days, or if the person appointed is unable or unwilling to act, the expert will be appointed on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society). 22.7 The expert will act on the following basis: Digital Outcomes and Specialists 2 Framework Agreement Call-off Contract 34 ● they will act as an expert and not as an arbitrator and will act fairly and impartially; ● the expert's determination will (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; ● the expert will decide the procedure to be followed in the determination and will be requested to make their determination within 30 Working Days of their appointment or as soon as reasonably practicable and the Parties will help and provide the documentation that the expert needs for the determination; ● any amount payable by one Party to another as a result of the expert's determination will be due and payable within 20 Working Days of the expert's determination being notified to the Parties ● the process will be conducted in private and will be confidential; ● the expert will determine how and by whom the costs of the determination, including their fees and expenses, are to be paid. 22.8 Without prejudice to any other rights of the Buyer under the Call-Off Contract, the obligations of the Parties under the Call-Off Contract will not be suspended, ceased or delayed by the reference of a dispute submitted to mediation or expert determination and the Supplier and the Supplier Staff will comply fully with the Requirements of the Call-Off Contract at all times.

Managing disputes. 22.1 21.1 When either Party party notifies the other of a dispute, both the Parties will attempt in good faith to negotiate a settlement as soon as possibleimmediately. 22.2 21.2 Nothing in this prevents a Party procedure will prevent the Parties from seeking any interim order restraining the other Party party from doing any act or compelling the other Party party to do any act. 22.3 21.3 If the dispute cannot be resolved, either Party party will be entitled to refer it to mediation in accordance with the procedures below, unless: : 21.3.1 the Buyer considers that the dispute is not suitable for resolution by mediation; 21.3.2 the Supplier does not agree to mediation. 22.4 21.4 The procedure for mediation is as follows: : 21.4.1 A neutral adviser or mediator will be chosen by agreement between the Parties. If the Parties cannot they can’t agree on a mediator within 10 Working Days after a request by one Party party to the other, either Party party will as soon as possible, apply to the mediation provider or to the Centre for Effective Dispute Resolution (CEDR) to appoint a mediator. This application to CEDR must take place within 12 Working Days from the date of the proposal to appoint a mediator, or within 3 Working Days of notice from the mediator to either Party party that they are unable or unwilling to act. . 21.4.2 The Parties will meet with the mediator within 10 Working Days of the mediator’s appointment to agree a programme for the exchange of all relevant information and the structure for negotiations to be held. The Parties may at any stage seek help from the mediation provider specified in this clause to provide guidance on a suitable procedure. . 21.4.3 Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. . 21.4.4 If the Parties reach agreement on the resolution of the dispute, the agreement will be recorded in reduced to writing and will be binding on the Parties once it is signed by their duly authorised representatives. . 21.4.5 Failing agreement, either Party party may invite the mediator to provide a non-binding but informative opinion in writing. Such an opinion will be provided without prejudice and will not be used in evidence in any proceedings relating to the Call-Off this Contract without the prior written consent of both Parties. . 21.4.6 If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts. 22.5 21.5 Either Party party may request by written notice that the dispute is referred to expert determination if the dispute relates to: : 21.5.1 any technical aspect of the delivery of the digital services; 21.5.2 the underlying technology; or technology 21.5.3 otherwise is otherwise of a financial or technical nature. 22.6 21.5.4 The request must follow the procedures below. An expert will be appointed by written agreement between the Parties, but if there’s a failure to agree within 10 Working Days, or if the person appointed is unable or unwilling to act, the expert will be appointed on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society). 22.7 21.6 The expert will act on the following basis: : 21.6.1 they will act as an expert and not as an arbitrator and will act fairly and impartially; 21.6.2 the expert's determination will (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; 21.6.3 the expert will decide the procedure to be followed in the determination and will be requested to make their determination within 30 Working Days of their appointment or as soon as reasonably practicable and the Parties will help and provide the documentation that the expert needs for the determination; 21.6.4 any amount payable by one Party party to another as a result of the expert's determination will be due and payable within 20 Working Days of the expert's determination being notified to the Parties Parties 21.6.5 the process will be conducted in private and will be confidential; 21.6.6 the expert will determine how and by whom the costs of the determination, including their fees and expenses, are to be paid. 22.8 21.7 Without prejudice to any other rights of the Buyer under the Call-Off this Contract, the obligations of the Parties under the Call-Off this Contract will not be suspended, ceased or delayed by the reference of a dispute submitted to mediation or expert determination and the Supplier and the Supplier Staff will comply fully with the Requirements of the Call-Off this Contract at all times.

Managing disputes. 22.1 When either Party notifies the other of a dispute, both Parties will attempt in good faith to negotiate a settlement as soon as possible. 22.2 Nothing in this procedure will prevents a Party from seeking any interim order restraining the other Party from doing any act or compelling the other Party to do any act. 22.3 If the dispute cannot be resolved, either Party will be entitled to refer it to mediation in accordance with the procedures below, unless: ● the Buyer considers that the dispute is not suitable for resolution by mediation; , ● the Supplier does not agree to mediation. 22.4 The procedure for mediation is as follows: ● A neutral adviser or mediator will be chosen by agreement between the Parties. If the Parties cannot agree on a mediator within 10 Working Days UK working days after a request by one Party to the other, either Party will as soon as possible, apply to the mediation provider or to the Centre for Effective Dispute Resolution (CEDR) to appoint a mediator. This application to CEDR must take place within 12 Working Days UK working days from the date of the proposal to appoint a mediator, or within 3 Working Days UK working days of notice from the mediator to either Party that they are unable or unwilling to act. ● The Parties will meet with the mediator within 10 Working Days UK working days of the mediator’s appointment to agree a programme for the exchange of all relevant information and the structure for negotiations to be held. The Parties may at any stage seek help from the mediation provider specified in this clause to provide guidance on a suitable procedure. ● Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it will be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. ● If the Parties reach agreement on the resolution of the dispute, the agreement will be recorded in reduced to writing and will be binding on the Parties once it is signed by their duly authorised representatives. ● Failing agreement, either Party may invite the mediator to provide a non-non- binding but informative opinion in writing. Such an opinion will be provided without prejudice and will not be used in evidence in any proceedings relating to the this Call-Off Contract without the prior written consent of both Parties. ● If the Parties fail to reach agreement in the structured negotiations within 60 Working Days UK working days of the mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts. 22.5 Either Party may request by written notice that the dispute is referred to expert determination if the dispute relates to: ● any technical aspect of the delivery of the digital services; ● the underlying technology; or ● otherwise is otherwise of a financial or technical nature. 22.6 An expert will be appointed by written agreement between the Parties, but if there’s there is a failure to agree within 10 Working DaysUK working days, or if the person appointed is unable or unwilling to act, the expert will be appointed on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society). 22.7 The expert will act on the following basis: ● they will act as an expert and not as an arbitrator and will act fairly and impartially; ● the expert's determination will (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; ● the expert will decide the procedure to be followed in the determination and will be requested to make their determination within 30 Working Days UK working days of their appointment or as soon as reasonably practicable and the Parties will help and provide the documentation that the expert needs for the determination; ● any amount payable by one Party to another as a result of the expert's determination will be due and payable within 20 Working Days UK working days of the expert's determination being notified to the Parties ● the process will be conducted in private and will be confidential; ● the expert will determine how and by whom the costs of the determination, including their fees and expenses, are to be paid. 22.8 Without prejudice to any other rights of the Buyer under the this Call-Off Contract, the obligations of the Parties under the this Call-Off Contract will not be suspended, ceased or delayed by the reference of a dispute submitted to mediation or expert determination and the Supplier and the Supplier Staff will comply fully with the Requirements of the this Call-Off Contract at all times.