Article 8. Transparency
Each Party shall:
(a) publish or otherwise make publicly available explanatory material on all relevant immigration formalities which pertain to or affect the operation of this Chapter;
(b) no later than six months after the date of entry into force of this Agreement publish, such as on its immigration website, or otherwise make publicly available in its own territory and to persons in the territory of the other Parties, the requirements for temporary entry under this Chapter, including explanatory material and relevant forms and documents that will enable natural persons of other Parties to become acquainted with those requirements; and
(c) upon modifying or amending any immigration measure that affects the temporary entry of natural persons, ensure that the information published or otherwise made available pursuant to Subparagraph (b) is updated as soon as possible within 90 days.
Article 9. Application of Chapter 17 (consultations and Dispute Settlement)
1. The Parties shall endeavour to settle any differences arising out of the implementation of this Chapter through consultations.
2. A Party shall not have recourse to Chapter 17 (Consultations and Dispute Settlement) regarding a refusal to grant temporary entry under this Chapter unless:
(a) the matter involves a pattern of practice on the part of the granting Party; and
(b) the natural persons affected have exhausted all available domestic remedies regarding the particular matters.
Chapter 10. Electronic Commerce
Article 1. Objectives
The objectives of this Chapter are to:
(a) promote electronic commerce among the Parties;
(b) enhance co-operation among the Parties regarding development of electronic commerce; and
(c) promote the wider use of electronic commerce globally.
Article 2. Definitions
For the purposes of this Chapter:
(a) digital certificates are electronic documents or files that are issued or otherwise linked to a participant in an electronic communication or transaction for the purpose of establishing the participant's identity;
(b) electronic authentication means the process of testing an electronic statement or claim, in order to establish a level of confidence in the statement''s or claim's reliability;
(c) electronic signature has for each Party the meaning set out in its domestic laws and regulations;
(d) electronic version of a document means a document in electronic format prescribed by a Party, including a document sent by facsimile transmission;
(e) trade administration documents means forms issued or controlled by a Party which must be completed by or for an importer or exporter in relation to the import or export of goods; and
(f) UNCITRAL refers to the United Nations Commission on International Trade Law.
Article 3. Transparency
1. Each Party shall publish as promptly as possible or, where that is not practicable, otherwise make publicly available all relevant measures of general application pertaining to or affecting the operation of this Chapter.
2. Each Party shall respond as promptly as possible to relevant requests by another Party for specific information on any of its measures of general application pertaining to or affecting the operation of this Chapter.
Article 4. Domestic Regulatory Frameworks
Each Party shall maintain, or adopt as soon as practicable, domestic laws and regulations governing electronic transactions taking into account the UNCITRAL Model Law on Electronic Commerce 1996.
Article 5. Electronic Authentication and Digital Certificates
1. Each Party shall maintain, or adopt as soon as practicable, measures based on international norms for electronic authentication that:
(a) permit participants in electronic transactions to determine the appropriate authentication technologies and implementation models for their electronic transactions;
(b) do not limit the recognition of authentication technologies and implementation models; and
(c) permit participants in electronic transactions to have the opportunity to prove that their electronic transactions comply with the Party's domestic laws and regulations.
2. The Parties shall, where possible, endeavour to work towards the mutual recognition of digital certificates and electronic signatures that are issued or recognised by governments based on internationally accepted standards.
3. The Parties shall encourage the interoperability of digital certificates used by business.
Article 6. Online Consumer Protection
1. Subject to Paragraph 2, each Party shall, where possible, provide protection for consumers using electronic commerce that is at least equivalent to that provided for consumers of other forms of commerce under its relevant laws, regulations and policies.
2. A Party shall not be obliged to apply Paragraph 1 before the date on which that Party enacts domestic laws or regulations or adopts policies on protection for consumers using electronic commerce.
Article 7. Online Data Protection
1. Subject to Paragraph 2, each Party shall, in a manner it considers appropriate, protect the personal data of the users of electronic commerce.
2. A Party shall not be obliged to apply Paragraph 1 before the date on which that Party enacts domestic laws or regulations to protect the personal data of electronic commerce users.
3. In the development of data protection standards, each Party shall consider the international standards and criteria of relevant international organisations.
Article 8. Paperless Trading
1. Each Party shall, where possible, work towards the implementation of initiatives which provide for the use of paperless trading.
2. The Parties shall co-operate in international fora to enhance acceptance of electronic versions of trade administration documents.
3. In working towards the implementation of initiatives which provide for the use of paperless trading, each Party shall take into account the methods agreed by international organisations including the World Customs Organization.
4. Each Party shall endeavour to make electronic versions of its trade administration documents publicly available.
Article 9. Co-operation on Electronic Commerce
1. Recognising the global nature of electronic commerce, the Parties shall encourage co-operation in research and training activities that would enhance the development of electronic commerce. These co-operative research and training activities may include, but are not limited to:
(a) promotion of the use of electronic versions of trade administration documents used by any other Party or Parties;
(b) assisting small and medium enterprises to overcome obstacles encountered in the use of electronic commerce;
(c) sharing information and experiences and identifying best practices in relation to domestic legal and policy frameworks in the sphere of electronic commerce, including those related to data protection, privacy, consumer confidence, cyber-security, unsolicited electronic mail, electronic signatures, intellectual property rights, and electronic government;
(d) encouraging co-operative activities to promote electronic commerce including those that would improve the effectiveness and efficiency of electronic commerce;
(e) exploring ways in which a developed Party or Parties could provide assistance to the developing Parties in implementing an electronic commerce legal framework;
(f) encouraging co-operation between the relevant authorities to facilitate prompt investigation and resolution of fraudulent incidents relating to electronic commerce transactions;
(g) encouraging development by the private sector of methods of self-regulation, including codes of conduct, model contracts, guidelines, and enforcement mechanisms, that foster electronic commerce; and
(h) actively participating in regional and multilateral fora to promote development of electronic commerce.
2. The Parties shall endeavour to undertake forms of co- operation that build on and do not duplicate existing co- operation initiatives pursued in international fora.
Article 10. Non-application of Chapter 17 (consultations and Dispute Settlement)
Chapter 17 (Consultations and Dispute Settlement) shall not apply to any matter arising under this Chapter.
Chapter 11. Investment
Section A.
Article 1. Scope
1. This Chapter shall apply to measures adopted or maintained by a Party relating to:
(a) investors of any other Party; and
(b) covered investments.
2. This Chapter shall not apply to:
(b) government procurement;
(c) subsidies or grants provided by a Party; and
(d) services supplied in the exercise of governmental authority by the relevant body or authority of a Party. For the purposes of this Chapter, a service supplied in the exercise of governmental authority means any service which is supplied neither on a commercial basis nor in competition with one or more service suppliers.
Article 2. Definitions
For the purposes of this Chapter:
(a) covered investment means with respect to a Party, an investment in its territory of an investor of another Party, in existence as of the date of entry into force of this Agreement or established, acquired or expanded thereafter, and which, where applicable, has been admitted (1) by the host Party, subject to its relevant laws, regulations and policies;
(b) freely usable currency means a freely usable currency as determined by the International Monetary Fund in accordance with the IMF Articles of Agreement and any amendments thereto;
(c) investment (2) means every kind of asset owned or controlled by an investor, including but not limited to the following:
(i) movable and immovable property and other property rights such as mortgages, liens or pledges;
(i) shares, stocks, bonds and debentures and any other forms of participation in a juridical person and rights derived therefrom;
(iii) intellectual property rights which are recognised pursuant to the laws and regulations of each Party and goodwill;
(iv) claims to money or to any contractual performance related to a business and having financial value (3);
(v) rights under contracts, including turnkey, construction, management, production or revenue-sharing contracts; and
(vi) business concessions required to conduct economic activity and having financial value conferred by law or under a contract, including any concession to search for, cultivate, extract or exploit natural resources.
For the purpose of the definition of investment in this Article, returns that are invested shall be treated as investments and any alteration of the form in which assets are invested or reinvested shall not affect their character as investments;
(d) investor of a Party means a natural person of a Party or a juridical person of a Party that seeks to make (4), is making, or has made an investment in the territory of another Party;
(e) juridical person means any entity duly constituted or otherwise organised under applicable law, whether for profit or otherwise, and whether privately-owned or governmentally-owned, including any corporation, trust, partnership, joint venture, sole proprietorship, association or similar organisation;
(f) juridical person of a Party means a juridical person constituted or organised under the law of that Party;
(g) measure means any measure by a Party, whether in the form of a law, regulation, rule, procedure, decision, administrative action, or any other form;
(h) measures by a Party includes measures taken by:
(i) central, regional, or local governments and authorities; and
(ii) non-governmental bodies in the exercise of powers delegated by central, regional, or local governments or authorities;
(i) natural person of a Party means any natural person possessing the nationality or citizenship of, or right of permanent residence in that Party in accordance with its laws and regulations; and
(i) return means an amount yielded by or derived from an investment, including profits, dividends, interest, capital gains, royalties and all other lawful income.
Article 3. Relation to other Chapters
1. This Chapter does not apply to measures adopted or maintained by a Party to the extent that they are covered by Chapter 8 (Trade in Services) or Chapter 9 (Movement of Natural Persons).
2. Notwithstanding Paragraph 1, Article 6 (Treatment of Investment), Article 7 (Compensation for Losses), Article 8 (Transfers), Article 9 (Expropriation and Compensation), Article 10 (Subrogation) and Section B (Investment Disputes between a Party and an Investor) shall apply, mutatis mutandis, to any measure affecting the supply of service by a service supplier of a Party through commercial presence in the territory of any one of the other Parties pursuant to Chapter 8 (Trade in Services), but only to the extent that any such measures relate to a covered investment and an obligation under this Chapter, regardless of whether such a service sector is scheduled in a Party's schedule of specific services commitments in Annex 3 (Schedules of Specific Services Commitments).
Article 4. National Treatment (5)
Each Party shall accord to investors of another Party, and to covered investments, in relation to the establishment, acquisition, expansion, management, conduct, operation, liquidation, sale, transfer or other disposition of investments, treatment no less favourable than that it accords, in like circumstances, to its own investors and their investments.
Article 5. Prohibition of Performance Requirements
No Party shall apply in connection with the establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of an investment of an investor of a Party in its territory any measure which is inconsistent with the Agreement on Trade-Related Investment Measures in Annex 1A to the WTO Agreement.
Article 6. Treatment of Investment
1. Each Party shall accord to covered investments fair and equitable treatment and full protection and security.
2. For greater certainty (6):
(a) fair and equitable treatment requires each Party not to deny justice in any legal or administrative proceedings;
(b) full protection and security requires each Party to take such measures as may be reasonably necessary to ensure the protection and security of the covered investment; and
(c) the concepts of "fair and equitable treatment" and "full protection and security" do not require treatment in addition to or beyond that which is required under customary international law, and do not create additional substantive rights.
3. A determination that there has been a breach of another provision of this Agreement, or of a separate international agreement, does not establish that there has been a breach of this Article.
Article 7. Compensation for Losses
Each Party shall accord to investors of another Party, and to covered investments, with respect to measures it adopts or maintains relating to losses suffered by investments in its territory owing to armed conflict, civil strife or state of emergency, treatment no less favourable than that it accords, in like circumstances, to:
(a) its own investors and their investments; and
(b) investors of any other Party or non-Party and their investments.
Article 8. Transfers
1. Each Party shall allow all transfers relating to a covered investment to be made freely and without delay into and out of its territory. Such transfers include:
(a) contributions to capital, including the initial contribution;
(b) profits, capital gains, dividends, royalties, licence fees, technical assistance and technical and management fees, interest and other current income accruing from any covered investment;
(c) proceeds from the total or partial sale or liquidation of any covered investment;
(d) payments made under a contract, including a loan agreement;
(e) payments made pursuant to Article 7 (Compensation for Losses) and Article 9 (Expropriation and Compensation);
(f) payments arising out of the settlement of a dispute by any means including adjudication, arbitration or the agreement of the parties to the dispute; and
(g) earnings and other remuneration of personnel engaged from abroad in connection with that investment.
2. Each Party shall allow such transfers relating to a covered investment to be made in a freely usable currency at the market rate of exchange prevailing at the time of transfer.
3. Notwithstanding Paragraphs 1 and 2, a Party may prevent or delay a transfer through the equitable, non- discriminatory, and good faith application of its laws and regulations relating to:
(a) bankruptcy, insolvency, or the protection of the rights of creditors;
(b) issuing, trading, or dealing in securities, futures, options, or derivatives;
(c) criminal or penal offences and the recovery of the proceeds of crime;
(d) financial reporting or record keeping of transfers when necessary to assist law enforcement or financial regulatory authorities;
(e) ensuring compliance with orders or judgments in judicial or administrative proceedings;
(f) taxation;
(g) social security, public retirement, or compulsory savings schemes; and
(h) severance entitlements of employees.
4. Nothing in this Chapter shall affect the rights and obligations of each Party as a member of the International Monetary Fund under the IMF Articles of Agreement, including the use of exchange actions which are in conformity with the IMF Articles of Agreement, provided that a Party shall not impose restrictions on any capital transactions inconsistently with its specific commitments under this Chapter regarding such transactions, except under Article 4 (Measures to Safeguard the Balance of Payments) of Chapter 15 (General Provisions and Exceptions) or at the request of the International Monetary Fund.
Article 9. Expropriation and Compensation (7)
1. A Party shall not expropriate or nationalise a covered investment either directly or through measures equivalent to expropriation or nationalisation (expropriation), except:
(a) for a public purpose (8);
(b) in a non-discriminatory manner;
(c) on payment of prompt, adequate, and effective compensation; and
(d) in accordance with due process of law.
2. The compensation referred to in Paragraph 1(c) shall:
(a) be paid without delay (9);
(b) be equivalent to the fair market value of the expropriated investment at the time when or immediately before the expropriation was publicly announced (10), or when the expropriation occurred, whichever is applicable;