(ii) sharing the outcomes of any monitoring conducted under Chapter 27 (Trade and Development);
(iii) cooperating with other subsidiary bodies established under this Agreement, as appropriate, to contribute to the advancement of trade and development outcomes under this Agreement; and
(iv) considering any recommendations received from the contact points established under Article 27.4 (Contact Points - Trade and Development);
(e) with respect to Chapter 25 (Trade and Gender Equality),
(i) determining, facilitating, and monitoring the cooperative activities described in Article 25.5 (Cooperation - Trade and Gender Equality) including those which build the evidence base for interventions that address the barriers that may exist for women in international trade. The activities shall be carried out with the inclusive participation of women;
(ii) sharing the outcomes of any analysis, research, or monitoring conducted under Chapter 25 (Trade and Gender Equality);
(iii) cooperating with other subsidiary bodies established under this Agreement, including through joint meetings or by inviting any member of a body to a meeting of the Sub-Committee as the Sub-Committee considers appropriate, on issues relating to gender equality or women's economic empowerment, while avoiding duplication of other bodies;
(iv) facilitating communication with and the participation of civil society, workers, women business owners, and entrepreneurs, and, in the case of New Zealand, wahine Maori, (2) in the activities of the Inclusive Trade Sub-Committee, and seeking advice from appropriately qualified experts and stakeholders; and
(v) encouraging a gender perspective through the integration of gender-related monitoring, considerations, and activities across the implementation of this Agreement, including through cooperation with other subsidiary bodies established under this Agreement, where appropriate;
(f) with respect to Chapter 24 (Small and Medium-Sized Enterprises), consider any recommendations received from the contact points established under Article 24.5 (SME Contact Points - Small and Medium-Sized Enterprises); and
(g) performing any other functions as the Parties may decide.
3. The Sub-Committee shall meet within one year of the date of entry into force of this Agreement, and thereafter as mutually agreed by the Parties. The Sub- Committee shall be co-chaired by representatives of each Party and may meet physically or virtually as mutually agreed.
4. The Sub-Committee may, on agreement of the Parties, hold a meeting to consider issues arising out of, exclusively, Chapter 25 (Trade and Gender Equality) or Chapter 27 (Trade and Development). In this case, only the representatives of the Parties responsible for the implementation and operation of the relevant Chapter may attend the meeting.
5. Any decisions or reports of the Sub-Committee shall be adopted by mutual agreement of the representative of the Parties.
6. The Sub Committee shall report to the Joint Committee with respect to its activities under this Article.
Article 30.9. Sub-Committees
1. The following sub-committees are hereby established under the auspices of the Joint Committee:
(a) the Trade in Goods Sub-Committee, the functions of which are set out in Article 2.17 (Trade in Goods Sub-Committee - National Treatment and Market Access for Goods);
(b) the Environment and Climate Change Sub-Committee, the functions of which are set out in Article 22.20 (Institutional Arrangements - Environment);
(c) the Inclusive Trade Sub-Committee, the functions of which are set out in Article 30.8 (Inclusive Trade Sub-Committee);
(d) the Labour Sub-Committee, the functions of which are set out in Article 23.17 (Labour Sub-Committee - Trade and Labour);
(e) the Sanitary and Phytosanitary Measures Sub-Committee, the functions of which are set out in Article 5.18 (Sanitary and Phytosanitary Measures Sub-Committee - Sanitary and Phytosanitary Measures); and
(f) the Services and Investment Sub-Committee, the functions of which are set out in Article 9.14 (Services and Investment Sub-Committee - Cross-Border Trade in Services).
Article 30.10. Working Groups
1. The following working groups are hereby established under the auspices of the Joint Committee:
(a) the Intellectual Property Working Group, the functions of which are set out in Article 17.14 (Intellectual Property Working Group - Intellectual Property); and
(b) the Government Procurement Working Group, the functions of which are set out in Article 16.22 (Government Procurement Working Group - Government Procurement).
2. The following working group is hereby established under the auspices of the Sanitary and Phytosanitary Measures Sub-Committee:
(a) the Animal Welfare Working Group, the functions of which are set out in Article 6.5 (Animal Welfare Working Group - Animal Welfare).
3. The following working groups are hereby established under the auspices of the Services and Investment Sub-Committee:
(a) the Financial Services Working Group, the functions of which are set out in Article 11.16 (Institutional - Financial Services); and
(b) the Professional Services Working Group, the functions of which are set out in Article 9A.9 (Professional Services Working Group - Professional Services and Recognition of Professional Qualifications).
4. The following working groups are hereby established under the auspices of the Trade in Goods Sub-Committee:
(a) the Rules of Origin and Customs and Trade Facilitation Working Group, the functions of which are set out in Article 3.17 (Rules of Origin and Customs and Trade Facilitation Working Group - Rules of Origin and Origin Procedures); and
(b) the Wine and Distilled Spirits Working Group, the functions of which are set out in Section C (General Provisions - Wine and Distilled Spirits).
Chapter 31. DISPUTE SETTLEMENT
Article 31.1. Definitions
For the purposes of this Chapter, including Annex 31A (Rules of Procedure) and Annex 31B (Code of Conduct):
"ADR provider" means a provider of alternative dispute resolution (ADR) services, namely a provider of good offices, a conciliator, or a mediator who provides their services pursuant to Article 31.20 (Good Offices, Conciliation, and Mediation);
"approved person" means an individual who is:
(a) an authorised representative of a Party designated in accordance with Rule 18 of the Rules of Procedure;
(b) an arbitrator;
(c) an assistant; or
(d) an expert;
"arbitrator" means a member of a panel appointed in accordance with Article 31.7 (Composition of a Panel);
"assistant" means a person who, under the terms of appointment and under the direction of an arbitrator or ADR provider, conducts research or provides assistance to that arbitrator or ADR provider;
"candidate" means an individual who is requested to serve as an arbitrator under Article 31.7 (Composition of a Panel);
"Code of Conduct" means the code of conduct referred to in Article 31.23 (Rules of Procedure and Code of Conduct) and set out in Annex 31B (Code of Conduct);
"complaining Party" means the Party that requests consultations under Article 31.5 (Consultations);
"confidential information" means information designated as such by a Party;
"designated office" means the office designated in accordance with Article 31.17 (Administration of the Dispute Settlement Procedure);
"document" includes any written matter submitted, delivered, or issued in the course of the panel proceeding, whether in paper or electronic form;
"expert" means an individual or body providing technical information or advice in accordance with Rule 37 of the Rules of Procedure;
"family member" means the partner of an arbitrator or candidate; or a parent, child, grandparent, grandchild, sister, brother, aunt, uncle, niece, or nephew of the arbitrator or candidate or partner of the arbitrator or candidate including whole and half blood relatives and step relatives; or the partner of such an individual. A family member also includes any resident of an arbitrator's or candidate's household whom the arbitrator or candidate treats as a member of their family;
"information" means information, however recorded or stored, including information contained in a paper document, electronic file, or oral information;
"non-business day" means, with regard to a Party, Saturday, Sunday, and any other day officially designated by that Party as a public holiday and notified to the other Party's designated office;
"panel" means a panel established under Article 31.6 (Establishment of a Panel);
"proceeding" means the proceeding of the panel, unless otherwise specified;
"responding Party" means the Party to which the request for consultations is made under Article 31.5 (Consultations);
"Rules of Procedure" means the rules of procedure referred to in Article 31.23 (Rules of Procedure and Code of Conduct) and set out in Annex 31A (Rules of Procedure); and
"staff" means, in respect of an arbitrator or ADR provider, natural persons under the direction and control of the arbitrator or ADR provider, other than assistants.
Article 31.2. Objective
The objective of this Chapter is to provide an effective, efficient, and transparent process for the settlement of disputes between the Parties concerning their rights and obligations under this Agreement.
Article 31.3. Cooperation
The Parties shall endeavour to agree on the interpretation and application of this Agreement, and shall make every attempt through cooperation, consultations, or other means to arrive at a mutually satisfactory resolution of any matter that might affect its operation or application.
Article 31.4. Scope
1. Unless otherwise provided in this Agreement, this Chapter shall apply with respect to the avoidance or settlement of all disputes between the Parties regarding the interpretation or application of this Agreement wherever a Party considers that:
(a) an actual or proposed measure of the other Party is inconsistent with its obligations under this Agreement;
(b) the other Party has otherwise failed to carry out its obligations under this Agreement; or
(c) any benefit it could reasonably have expected to accrue to it under Chapter 2 (National Treatment and Market Access for Goods), Chapter 3 (Rules of Origin and Origin Procedures), Chapter 4 (Customs Procedures and Trade Facilitation), Chapter 9 (Cross- Border Trade in Services), or Chapter 16 (Government Procurement) is being nullified or impaired as a result of the application of any actual or proposed measure, whether or not that measure is consistent with this Agreement.
2. This Chapter shall apply subject to those special and additional provisions on dispute settlement contained in other Chapters of this Agreement.
Article 31.5. Consultations
1. Each Party shall accord adequate opportunity for consultations with respect to any matter referred to in Article 31.4 (Scope). Any differences shall, as far as possible, be settled by consultation between the Parties in good faith, with a view to reaching a mutually agreed solution.
2. A Party may request consultations pursuant to paragraph 1 by delivering a written request to the other Party, setting out the reasons for the request, including identification of the actual or proposed measure or other matter at issue and the legal basis for the complaint.
3. The responding Party shall reply to the request in writing within seven days after the date of its receipt and shall enter into consultations within a period of no more than:
(a) 15 days after the date of receipt of the request for urgent matters; or
(b) 30 days after the date of receipt of the request for all other matters.
4. Unless the Parties agree otherwise, consultations shall be deemed concluded within:
(a) 30 days of the date of receipt of the request for consultations regarding urgent matters; or
(b) 60 days of the date of receipt of the request for consultations regarding all other matters.
5. The Parties shall make every effort to reach a mutually agreed solution of any matter through consultations. To this end, each Party shall:
(a) provide sufficient factual information to enable a full examination of how the actual or proposed measure or other matter subject to consultations might affect the operation or application of this Agreement;
(b) treat any information exchanged in the course of consultations which is designated by a Party as confidential or proprietary in nature, on the same basis as the Party providing the information; and
(c) endeavour to ensure the participation of personnel of their competent governmental authorities or other regulatory bodies who have responsibility for or expertise in the matter subject to the consultations.
6. Consultations may be held in person or by any technological means available to the Parties. If the consultations are held in person, they shall be held in the capital of the responding Party, unless the Parties agree otherwise.
7. Consultations, and in particular, positions taken by the Parties during consultations, shall be confidential and without prejudice to the rights of a Party in any further proceedings.
8. A Party may request the other Party to make available for the consultations personnel of its government agencies or other regulatory bodies who have expertise in the matter subject to consultations.
Article 31.6. Establishment of a Panel
1. The complaining Party may request the establishment of a panel to consider a dispute arising under this Agreement if:
(a) the responding Party does not reply to a request for, or enter into, consultations within the time period specified under paragraph 3 of Article 31.5 (Consultations);
(b) the Parties agree not to enter into consultations; or
(c) the Parties fail to resolve the dispute through consultations within the time period specified in paragraph 4 of Article 31.5 (Consultations).
2. The request for establishment of a panel shall be made in writing to the responding Party. In the request, the complaining Party shall set out the reasons for the request sufficient to present the problem clearly, including by identifying:
(a) the specific measure at issue;
(b) the legal basis for the complaint, including the provisions of this Agreement alleged to have been breached;
(c) any other relevant provisions;
(d) whether there is a claim for nullification and impairment; and
(e) the factual basis for the complaint.
3. Notwithstanding paragraphs 1 and 2, a panel cannot be established to review a proposed measure.
Article 31.7. Composition of a Panel
1. The panel shall be composed of three arbitrators.
2. Each Party shall appoint an arbitrator within 15 days of the receipt of the request to establish a panel, and shall at the same time nominate up to three candidates to serve as the third arbitrator who shall be the chair of the panel.
3. The Parties shall appoint by common agreement the chair within 30 days of the receipt of the request to establish a panel, taking into account the candidates nominated pursuant to paragraph 2.
4. The chair shall not be a national of, nor have his or her usual place of residence in, nor be employed by, a Party.
5. If all three members of the panel have not been appointed in accordance with paragraphs 2 and 3 within 30 days of receipt of the request to establish a panel, a Party may request the Secretary-General of the Permanent Court of Arbitration to make the remaining appointments within a further period of 15 days. Any lists of nominees which were provided under paragraph 2 shall also be provided to the Secretary-General of the Permanent Court of Arbitration, and may be used in making the required appointments.
6. The date of establishment of the panel shall be the date on which the last arbitrator is appointed.
7. Where the original panel is reconvened for the purposes of Article 31.13 (Compliance with the Final Report), Article 31.14 (Compliance Review), Article 31.15 (Temporary Remedies in Case of Non-Compliance), or Article 31.16 (Compliance Review After the Adoption of Temporary Remedies), the panel may comprise only the chair of the original panel ifthe Parties so agree.
Article 31.8. Qualifications of ArbitratorsAll Arbitrators Shall:
(a) have demonstrated expertise or experience in law, international trade, other matters covered by this Agreement, or the resolution of disputes arising under international trade agreements;
(b) be independent of, and not be affiliated with or take instructions from, a Party;
(c) serve in their individual capacities and not take instructions from any organisation or government with regards to matters related to the dispute; and
(d) comply with the Code of Conduct.
Article 31.9. Functions of a Panel
1. The function of a panel established pursuant to Article 31.6 (Establishment ofa Panel) and Article 31.7 (Composition of a Panel) is to make an objective assessment of the matter before it, including an examination of the facts of the case and the applicability of and conformity with this Agreement, and to make the findings and determinations as are called for in its terms of reference and necessary for the resolution of the dispute.
2. A panel shall be established, perform its functions, and conduct its proceedings in a manner consistent with this Agreement and the Rules of Procedure.
3. A panel shall take its decisions by consensus. Ifa panel is unable to reach consensus it may take its decisions by majority vote. A panel shall not disclose which arbitrators are associated with majority or minority opinions.
Article 31.10. Terms of Reference of a Panel
1. Unless the Parties agree otherwise within 20 days of the date of establishment of a panel, the terms of reference of the panel shall be to:
(a) examine, in light of the relevant provisions of this Agreement, the matter referred to in the request for the establishment of a panel under Article 31.6 (Establishment of a Panel);
(b) make findings and determinations, together with the reasons therefor; and
(c) issue a written report in accordance with Article 31.12 (Reports of a Panel).
2. If the Parties agree on other terms of reference, they shall notify the agreed terms of reference to the panel within the time period specified in paragraph 1.
Article 31.11. Rules of Interpretation of a Panel
1. The panel shall interpret this Agreement in accordance with the customary rules of treaty interpretation of public international law, including those codified in the Vienna Convention on the Law of Treaties done at Vienna on 23 May 1969. The panel shall also consider relevant interpretations in panel and Appellate Body reports adopted by the Dispute Settlement Body of the WTO.
2. The findings and determinations of the panel cannot add to or diminish the rights and obligations provided in this Agreement.
Article 31.12. Reports of a Panel
1. The reports of the panel shall be drafted without the presence of the Parties.
2. The panel shall base its reports on the relevant provisions of this Agreement, the submissions and arguments of the Parties, and on any information or advice it has obtained in accordance with Rule 37 of the Rules of Procedure.
3. The panel shall present to the Parties its initial report within 130 days of the date of establishment of the panel, or in cases of urgency, within 70 days of the date of establishment of the panel.
4. The initial report shall contain:
(a) findings of fact;
(b) the determination of the panel as to whether:
(i) the measure at issue is inconsistent with obligations under this Agreement;
(ii) a Party has otherwise failed to carry out its obligations under this Agreement; or
(iii) a Party's measure is causing nullification or impairment;
(c) any other determination requested in the terms of reference; and
(d) the reasons for the findings and determinations.
5. In exceptional cases, if the panel considers that it cannot present its initial report within the time period specified in paragraph 3, it shall inform the Parties in writing of the reasons for the delay together with an estimate of the period within which it will issue its report. The panel shall not exceed an additional period of 30 days.
6. A Party may submit written comments on the initial report to the panel within 16 days of receiving the initial report.
7. After considering any written comments from the Parties, the panel may modify its report and make any further examination it considers appropriate.
8. The panel shall present its final report to the Parties, which shall include any dissenting opinion, within 30 days of the date of presentation of the interim report.
9. If in its final report the panel finds that a Party's measure is inconsistent with this Agreement, or is causing nullification or impairment without being inconsistent with this Agreement, it shall include in its findings and determinations a requirement to remove the inconsistency or, in the latter case, to make a mutually satisfactory adjustment in respect of the nullification or impairment. (1)
10. The final report of the panel shall be final and binding on the Parties.
Article 31.13. Compliance with the Final Report
1. The responding Party shall take any measure necessary to comply promptly and in good faith with the final report pursuant to Article 31.12 (Reports of a Panel).
2. Where it is not practicable to comply immediately, the responding Party shall, within 30 days of the date of issuance of the final report, notify the complaining Party of the length of the reasonable period of time it requires to comply with the final report. The Parties shall endeavour to agree on the length of the reasonable period of time.
3. If the Parties are unable to agree on the reasonable period of time within 30 days of the date of issuance of the final report, the complaining Party may request the original panel (2) to determine the length of the reasonable period of time.